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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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February 2, 2013
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January 28, 2012
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Victoria’s Secret Stores U.S.
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1,019
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1,017
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Bath & Body Works U.S.
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1,571
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1,587
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La Senza Canada (a)
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158
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230
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Bath & Body Works Canada
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71
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69
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Victoria’s Secret Canada
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26
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19
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Henri Bendel
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29
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19
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Victoria's Secret U.K.
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2
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—
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Total
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2,876
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2,941
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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 closed 38 underperforming stores. Of these stores, 12 were closed as of January 28, 2012. The remainder were closed during the first quarter of 2012. During the second quarter of 2012, we initiated a second restructuring program to close an additional 41 underperforming stores. Of these stores, 40 were closed as of February 2, 2013. The remaining store closed in February 2013. 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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End of Year
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2012
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2,941
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48
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(113
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)
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2,876
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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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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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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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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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3,014
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•
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At Victoria’s Secret, we market products to the college-age woman with 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, soaps and sanitizers, 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 appropriate terms;
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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 global markets and related risks;
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•
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our relationships with independent licensees and franchisees;
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•
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our direct channel businesses;
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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 ability to source, distribute and sell goods and materials on a global basis, including risks related to:
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•
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political instability;
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•
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duties, taxes and other charges;
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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 transportation and related pricing impacts;
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•
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the disruption of production or distribution 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 or refinance 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 and to protect associated data;
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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 or exports;
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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 transportation and related pricing impacts;
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•
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disruption of production or distribution due to 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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381,000
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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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90,000
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Various international locations
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Office and sourcing
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81,000
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•
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339
licensed La Senza stores in
32
countries;
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•
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38
franchised Bath & Body Works stores in
9
countries;
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•
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3
franchised Victoria's Secret stores in
2
Middle Eastern countries; and
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•
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108
independently owned Victoria’s Secret Beauty and Accessories stores and various small-format locations in over
50
countries.
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Market Price
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Cash Dividend
per Share
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||||||||
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High
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Low
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2012
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Fourth quarter
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$
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52.50
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$
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43.72
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$
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3.25
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(a)
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Third quarter
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52.20
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46.30
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1.25
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(b)
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Second quarter
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51.84
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40.32
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0.25
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First quarter
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51.33
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40.63
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0.25
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(c)
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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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(d)
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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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(e)
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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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(a)
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In December 2012, our Board of Directors declared a special dividend of $3 per share which was distributed on December 26, 2012 to shareholders of record at the close of business on December 20, 2012.
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(b)
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In August 2012, our Board of Directors declared a special dividend of $1 per share which was distributed on September 7, 2012 to shareholders of record at the close of business on August 23, 2012.
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(c)
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In February 2012, our Board of Directors declared an increase in our quarterly common stock dividend from $0.20 to $0.25 per share.
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(d)
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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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(e)
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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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(a)
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This table represents $100 invested in stock or in index at the closing price on February 2, 2008 including reinvestment of dividends.
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(b)
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The February 2, 2013 cumulative total return includes the $1.00 and $3.00 special dividends in September 2012 and December 2012, respectively.
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(c)
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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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(d)
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The January 29, 2011 cumulative total return includes the $1.00 and $3.00 special dividends in March 2010 and December 2010, respectively.
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Period
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Total
Number of
Shares
Purchased(a)
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Average Price
Paid per
Share(b)
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Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs(c)
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Maximum
Number of Shares (or
Approximate
Dollar Value) that May
Yet be Purchased
Under the Programs(c)
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(in thousands)
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(in thousands)
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||||||||
November 2012
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140
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$
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47.15
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108
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$
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247,560
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December 2012
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41
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46.87
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—
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247,560
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|
||
January 2013
|
|
212
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|
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45.25
|
|
|
192
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|
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238,894
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Total
|
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393
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|
|
46.10
|
|
|
300
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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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February 2, 2013 (a)
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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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(in millions)
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||||||||||||||||||
Summary of Operations
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||||||||||
Net Sales
|
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$
|
10,459
|
|
|
$
|
10,364
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|
|
$
|
9,613
|
|
|
$
|
8,632
|
|
|
$
|
9,043
|
|
Gross Profit
|
|
4,386
|
|
|
4,057
|
|
|
3,631
|
|
|
3,028
|
|
|
3,006
|
|
|||||
Operating Income (b)
|
|
1,573
|
|
|
1,238
|
|
|
1,284
|
|
|
868
|
|
|
589
|
|
|||||
Net Income (c)
|
|
753
|
|
|
850
|
|
|
805
|
|
|
448
|
|
|
220
|
|
|||||
|
|
(as a percentage of net sales)
|
||||||||||||||||||
Gross Profit
|
|
41.9
|
%
|
|
39.1
|
%
|
|
37.8
|
%
|
|
35.1
|
%
|
|
33.2
|
%
|
|||||
Operating Income
|
|
15.0
|
%
|
|
11.9
|
%
|
|
13.4
|
%
|
|
10.1
|
%
|
|
6.5
|
%
|
|||||
Net Income
|
|
7.2
|
%
|
|
8.2
|
%
|
|
8.4
|
%
|
|
5.2
|
%
|
|
2.4
|
%
|
|||||
|
|
|
|
|
|
|
|
|
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|
||||||||||
Per Share Results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Basic Share
|
|
$
|
2.60
|
|
|
$
|
2.80
|
|
|
$
|
2.49
|
|
|
$
|
1.39
|
|
|
$
|
0.66
|
|
Net Income Per Diluted Share
|
|
$
|
2.54
|
|
|
$
|
2.70
|
|
|
$
|
2.42
|
|
|
$
|
1.37
|
|
|
$
|
0.65
|
|
Dividends per Share
|
|
$
|
5.00
|
|
|
$
|
3.80
|
|
|
$
|
4.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
Weighted Average Diluted Shares Outstanding (in millions)
|
|
297
|
|
|
314
|
|
|
333
|
|
|
327
|
|
|
337
|
|
|||||
|
|
|
|
|
|
|
|
|
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|
||||||||||
Other Financial Information
|
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(in millions)
|
||||||||||||||||||
Cash and Cash Equivalents
|
|
$
|
773
|
|
|
$
|
935
|
|
|
$
|
1,130
|
|
|
$
|
1,804
|
|
|
$
|
1,173
|
|
Total Assets
|
|
6,019
|
|
|
6,108
|
|
|
6,451
|
|
|
7,173
|
|
|
6,972
|
|
|||||
Working Capital
|
|
667
|
|
|
842
|
|
|
1,088
|
|
|
1,928
|
|
|
1,612
|
|
|||||
Net Cash Provided by Operating Activities
|
|
1,351
|
|
|
1,266
|
|
|
1,284
|
|
|
1,174
|
|
|
954
|
|
|||||
Capital Expenditures
|
|
588
|
|
|
426
|
|
|
274
|
|
|
202
|
|
|
479
|
|
|||||
Long-term Debt
|
|
4,477
|
|
|
3,481
|
|
|
2,507
|
|
|
2,723
|
|
|
2,897
|
|
|||||
Other Long-term Liabilities
|
|
818
|
|
|
780
|
|
|
761
|
|
|
731
|
|
|
732
|
|
|||||
Shareholders’ Equity (Deficit)
|
|
(1,015
|
)
|
|
137
|
|
|
1,476
|
|
|
2,183
|
|
|
1,874
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable Store Sales Increase (Decrease) (d)
|
|
6
|
%
|
|
10
|
%
|
|
9
|
%
|
|
(4
|
)%
|
|
(9
|
)%
|
|||||
Return on Average Assets
|
|
12
|
%
|
|
14
|
%
|
|
12
|
%
|
|
6
|
%
|
|
3
|
%
|
|||||
Current Ratio
|
|
1.4
|
|
|
1.6
|
|
|
1.7
|
|
|
2.5
|
|
|
2.3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stores and Associates at End of Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of Stores (e)
|
|
2,876
|
|
|
2,941
|
|
|
2,968
|
|
|
2,971
|
|
|
3,014
|
|
|||||
Selling Square Feet (in thousands) (e)
|
|
10,849
|
|
|
10,934
|
|
|
10,974
|
|
|
10,934
|
|
|
10,898
|
|
|||||
Number of Associates
|
|
99,400
|
|
|
97,000
|
|
|
96,500
|
|
|
92,100
|
|
|
90,900
|
|
(a)
|
The fiscal year ended February 2, 2013 ("2012") represents a fifty-three week fiscal year.
|
(b)
|
Operating income includes the effect of the following items:
|
(i)
|
In 2012, a $93 million impairment charge related to goodwill and other intangible assets for our La Senza business; a $27 million impairment charge related to long-lived stores assets for our Henri Bendel business; and $14 million of expense associated with the store closure initiative at La Senza.
|
(ii)
|
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;
|
(iii)
|
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.
|
(iv)
|
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.
|
(c)
|
In addition to the items previously discussed in (b), net income includes the effect of the following items:
|
(i)
|
In 2012, a $13 million gain related to $13 million in cash distributions from certain of our investments in Easton, a
1,300
acre planned community in Columbus, Ohio that integrates office, hotel, retail, residential and recreational space.
|
(ii)
|
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.
|
(iii)
|
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.
|
(iv)
|
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.
|
(v)
|
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.
|
(d)
|
The percentage change in comparable store sales represents the change in sales at comparable stores only and excludes the change in sales from our direct channels. 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.
|
(e)
|
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;
|
•
|
Build enabling infrastructure and capabilities;
|
•
|
Become the top destination for talent; and
|
•
|
Return value to our shareholders.
|
•
|
Victoria's Secret Beauty and Accessories Stores
—Our partners opened 51 net Victoria’s Secret Beauty and Accessories stores bringing the total to 108. 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 70 to 100 Victoria’s Secret Beauty and Accessories stores in
2013
.
|
•
|
Bath & Body Works Franchise Stores
—Our partner opened 20 Bath & Body Works stores in the Middle East and Eastern Europe in
2012
bringing the total to 38. Our partner plans to open approximately 20 additional stores in
2013
.
|
•
|
Victoria’s Secret Full Assortment Stores
—We opened two company-owned Victoria’s Secret full assortment stores in London in 2012 including our flagship store on New Bond Street as well as a mall-based store. We plan to open three
|
•
|
La Senza Franchise Stores
—We ended 2012 with over 330 La Senza franchise stores around the world and our partners plan to expand by an additional 10 to 20 stores in
2013
.
|
•
|
Inventory levels
— We continue to grow inventories slower than sales year over year while maintaining our high in-stock position. Compared to
2011
, our inventory per selling square foot ended
2012
up 4% while our
2012
comparable store sales increased 6%.
|
•
|
Capital expenditures
—Our capital expenditures of
$588 million
included $425 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
$1.351 billion
in
2012
and ended the year with
$773 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;
|
•
|
Increased sales by
7%
and operating income by
10%
at Victoria's Secret;
|
•
|
Increased sales by
9%
and operating income by
18%
at Bath & Body Works;
|
•
|
Returned approximately
$2.1 billion
to our shareholders through share repurchases, special dividends and our ongoing regular dividends. In February
2013
, our Board of Directors approved an increase in our
2013
common stock dividend from $1.00 to $1.20 per share;
|
•
|
Opened two company-owned Victoria's Secret stores in the United Kingdom;
|
•
|
Continued expansion of company-owned Bath & Body Works and Victoria’s Secret stores in Canada;
|
•
|
Expansion of Bath & Body Works and Victoria’s Secret stores in the Middle East and Eastern Europe with franchise partners;
|
•
|
Continued expansion of Victoria’s Secret Beauty and Accessories stores with partners throughout the world; 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, Ohio. In the second quarter of 2012, we initiated a second restructuring program designed to further resize the La Senza store fleet. We recognized a pre-tax charge consisting of contract termination costs, severance and other costs of $14 million in 2012.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Detail of Special Items included in Operating Income - Income (Expense)
|
|
|
|
|
|
||||||
La Senza Goodwill and Intangible Asset Impairment Charges
|
$
|
(93
|
)
|
|
$
|
(232
|
)
|
|
$
|
—
|
|
Henri Bendel Long-lived Store Asset Impairment Charges
|
(27
|
)
|
|
—
|
|
|
—
|
|
|||
La Senza Restructuring Charges
|
(14
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Expense related to Contribution of Express Common Stock to The Limited Brands Foundation
|
—
|
|
|
(163
|
)
|
|
—
|
|
|||
Gain on Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
111
|
|
|
—
|
|
|||
Total Special Items included in Operating Income
|
$
|
(134
|
)
|
|
$
|
(308
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Other Income - Income (Expense)
|
|
|
|
|
|
||||||
Gain on Distributions from Easton Investments
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
$
|
13
|
|
|
$
|
233
|
|
|
$
|
148
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Provision for Income Taxes - Benefit (Provision)
|
|
|
|
|
|
||||||
Tax effect of Special Items included in Operating Income
|
$
|
12
|
|
|
$
|
83
|
|
|
$
|
—
|
|
Tax effect of Special Items included in Other Income
|
(5
|
)
|
|
(31
|
)
|
|
(27
|
)
|
|||
Tax benefit related to favorable resolution of certain discrete income tax matters
|
—
|
|
|
56
|
|
|
—
|
|
|||
Total Special Items included in Provision for Income Taxes
|
$
|
7
|
|
|
$
|
108
|
|
|
$
|
(27
|
)
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Operating Income to Adjusted Operating Income
|
|
|
|
|
|
||||||
Reported Operating Income
|
$
|
1,573
|
|
|
$
|
1,238
|
|
|
$
|
1,284
|
|
Special Items included in Operating Income
|
134
|
|
|
308
|
|
|
—
|
|
|||
Adjusted Operating Income
|
$
|
1,707
|
|
|
$
|
1,546
|
|
|
$
|
1,284
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Net Income to Adjusted Net Income
|
|
|
|
|
|
||||||
Reported Net Income
|
$
|
753
|
|
|
$
|
850
|
|
|
$
|
805
|
|
Special Items included in Net Income
|
114
|
|
|
(33
|
)
|
|
(121
|
)
|
|||
Adjusted Net Income
|
$
|
867
|
|
|
$
|
817
|
|
|
$
|
684
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Earnings Per Share to Adjusted Earnings Per Share
|
|
|
|
|
|
||||||
Reported Earnings Per Share
|
$
|
2.54
|
|
|
$
|
2.70
|
|
|
$
|
2.42
|
|
Special Items included in Earnings Per Share
|
0.38
|
|
|
(0.10
|
)
|
|
(0.36
|
)
|
|||
Adjusted Earnings Per Share
|
$
|
2.92
|
|
|
$
|
2.60
|
|
|
$
|
2.06
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
||||||||
Sales per Average Selling Square Foot
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
$
|
817
|
|
|
$
|
754
|
|
|
$
|
663
|
|
|
8
|
%
|
|
14
|
%
|
Bath & Body Works (a)
|
718
|
|
|
658
|
|
|
620
|
|
|
9
|
%
|
|
6
|
%
|
|||
La Senza (b)
|
438
|
|
|
409
|
|
|
397
|
|
|
7
|
%
|
|
3
|
%
|
|||
Sales per Average Store (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
$
|
4,892
|
|
|
$
|
4,463
|
|
|
$
|
3,886
|
|
|
10
|
%
|
|
15
|
%
|
Bath & Body Works (a)
|
1,701
|
|
|
1,561
|
|
|
1,468
|
|
|
9
|
%
|
|
6
|
%
|
|||
La Senza (b)
|
1,435
|
|
|
1,362
|
|
|
1,333
|
|
|
5
|
%
|
|
2
|
%
|
|||
Average Store Size (selling square feet)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
6,038
|
|
|
5,941
|
|
|
5,892
|
|
|
2
|
%
|
|
1
|
%
|
|||
Bath & Body Works (a)
|
2,365
|
|
|
2,374
|
|
|
2,369
|
|
|
—
|
%
|
|
—
|
%
|
|||
La Senza
|
3,219
|
|
|
3,312
|
|
|
3,343
|
|
|
(3
|
)%
|
|
(1
|
)%
|
|||
Total Selling Square Feet (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret Stores (a)
|
6,153
|
|
|
6,042
|
|
|
6,057
|
|
|
2
|
%
|
|
—
|
%
|
|||
Bath & Body Works (a)
|
3,716
|
|
|
3,768
|
|
|
3,805
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|||
La Senza (c)
|
509
|
|
|
762
|
|
|
843
|
|
|
(33
|
)%
|
|
(10
|
)%
|
(a)
|
Metric relates to company-owned stores in the U.S.
|
(b)
|
Metric relates to company-owned stores in Canada. Metric is presented in Canadian dollars to eliminate the impact of foreign currency fluctuations.
|
(c)
|
During the fourth quarter of 2011, we initiated a restructuring program designed to resize a portion of La Senza's store
|
Number of Stores (a)
|
|
2012
|
|
2011
|
|
2010
|
|||
Victoria’s Secret U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,017
|
|
|
1,028
|
|
|
1,040
|
|
Opened
|
|
22
|
|
|
8
|
|
|
6
|
|
Closed
|
|
(20
|
)
|
|
(19
|
)
|
|
(18
|
)
|
End of Period
|
|
1,019
|
|
|
1,017
|
|
|
1,028
|
|
Bath & Body Works U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,587
|
|
|
1,606
|
|
|
1,627
|
|
Opened
|
|
4
|
|
|
6
|
|
|
2
|
|
Closed
|
|
(20
|
)
|
|
(25
|
)
|
|
(23
|
)
|
End of Period
|
|
1,571
|
|
|
1,587
|
|
|
1,606
|
|
La Senza
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
230
|
|
|
252
|
|
|
258
|
|
Opened
|
|
—
|
|
|
—
|
|
|
—
|
|
Closed (b)
|
|
(72
|
)
|
|
(22
|
)
|
|
(6
|
)
|
End of Period
|
|
158
|
|
|
230
|
|
|
252
|
|
Bath & Body Works Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
69
|
|
|
59
|
|
|
31
|
|
Opened
|
|
3
|
|
|
10
|
|
|
28
|
|
Closed
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
End of Period
|
|
71
|
|
|
69
|
|
|
59
|
|
Victoria’s Secret Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
19
|
|
|
12
|
|
|
4
|
|
Opened
|
|
7
|
|
|
8
|
|
|
8
|
|
Closed
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
End of Period
|
|
26
|
|
|
19
|
|
|
12
|
|
Henri Bendel
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
19
|
|
|
11
|
|
|
11
|
|
Opened
|
|
10
|
|
|
8
|
|
|
—
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
29
|
|
|
19
|
|
|
11
|
|
Victoria's Secret U.K.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
—
|
|
|
—
|
|
|
—
|
|
Opened
|
|
2
|
|
|
—
|
|
|
—
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
2
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
2,941
|
|
|
2,968
|
|
|
2,971
|
|
Opened
|
|
48
|
|
|
40
|
|
|
44
|
|
Closed
|
|
(113
|
)
|
|
(67
|
)
|
|
(47
|
)
|
End of Period
|
|
2,876
|
|
|
2,941
|
|
|
2,968
|
|
(a)
|
Number of stores excludes independently owned La Senza, Bath & Body Works and Victoria’s Secret stores operated by licensees and franchisees.
|
(b)
|
During the fourth quarter of 2011, we initiated a restructuring program designed to resize a portion of La Senza's store
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
1,188
|
|
|
$
|
1,081
|
|
|
18.1
|
%
|
|
17.7
|
%
|
Bath & Body Works
|
604
|
|
|
513
|
|
|
20.8
|
%
|
|
19.2
|
%
|
||
Other (a) (b) (c) (d) (e) (f)
|
(219
|
)
|
|
(356
|
)
|
|
(22.3
|
)%
|
|
(22.7
|
)%
|
||
Total
|
$
|
1,573
|
|
|
$
|
1,238
|
|
|
15.0
|
%
|
|
11.9
|
%
|
(a)
|
Includes our international operations, Mast Global, Henri Bendel and Corporate. 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)
|
2012 and 2011 include $93 million and
$232 million
, respectively, impairments of goodwill, trade name and other intangible assets at La Senza. For additional information, see Note
8
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(c)
|
2012 includes a $27 million impairment of long-lived store assets at Henri Bendel. For additional information, see Note
7
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(d)
|
2012 and 2011 include $14 million and
$24 million
, respectively, of expense associated with restructuring activities at La Senza. For additional information, see Note
5
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(e)
|
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.
|
(f)
|
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.
|
|
2012 (b)
|
|
2011
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores
|
$
|
4,981
|
|
|
$
|
4,564
|
|
|
9
|
%
|
Victoria’s Secret Direct
|
1,593
|
|
|
1,557
|
|
|
2
|
%
|
||
Total Victoria’s Secret
|
6,574
|
|
|
6,121
|
|
|
7
|
%
|
||
Bath & Body Works Stores
|
2,686
|
|
|
2,491
|
|
|
8
|
%
|
||
Bath & Body Works Direct
|
216
|
|
|
183
|
|
|
18
|
%
|
||
Total Bath & Body Works
|
2,902
|
|
|
2,674
|
|
|
9
|
%
|
||
Other (a)
|
983
|
|
|
1,569
|
|
|
(37
|
%)
|
||
Total Net Sales
|
$
|
10,459
|
|
|
$
|
10,364
|
|
|
1
|
%
|
(a)
|
Includes our international operations, Mast Global, Henri Bendel and Corporate. 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
|
(b)
|
We utilize the retail calendar for reporting. As such, the results for fiscal year 2012 represent the 53-week period ended February 2, 2013 and the results for 2011 represent the 52-week period ended January 28, 2012. The extra week accounted for approximately $125 million in incremental net sales in 2012.
|
|
Victoria’s
Secret
|
|
Bath &
Body Works
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
2011 Net Sales
|
$
|
6,121
|
|
|
$
|
2,674
|
|
|
$
|
1,569
|
|
|
$
|
10,364
|
|
Comparable Store Sales
|
288
|
|
|
162
|
|
|
(7
|
)
|
|
443
|
|
||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
129
|
|
|
33
|
|
|
68
|
|
|
230
|
|
||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Direct Channels
|
36
|
|
|
33
|
|
|
—
|
|
|
69
|
|
||||
Mast Global Third-party Sales and Other
|
—
|
|
|
—
|
|
|
57
|
|
|
57
|
|
||||
Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
—
|
|
|
(702
|
)
|
|
(702
|
)
|
||||
2012 Net Sales
|
$
|
6,574
|
|
|
$
|
2,902
|
|
|
$
|
983
|
|
|
$
|
10,459
|
|
|
2012
|
|
2011
|
||
Victoria’s Secret (a)
|
7
|
%
|
|
14
|
%
|
Bath & Body Works (a)
|
7
|
%
|
|
6
|
%
|
Total Comparable Store Sales (a) (b)
|
6
|
%
|
|
10
|
%
|
(a)
|
The percentage change in comparable store sales represents the change in sales at comparable stores only and excludes the change in sales from our direct channels. 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.
|
(b)
|
Includes Victoria's Secret, Bath & Body Works, 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, swimwear and beauty, driven by a compelling merchandise assortment that incorporated newness, innovation and fashion, as well as in-store execution.
|
•
|
At Victoria's Secret Direct, net sales increased
2%
related to increases in Pink, core lingerie, swimwear, sleepwear and beauty, which were partially offset by a decrease in apparel.
|
•
|
At
Bath & Body Works Stores, net sales increased across most categories including Signature Collection, home fragrance and soaps and sanitizers which all incorporated newness and innovation.
|
•
|
At Bath & Body Works Direct, net sales increased with increases across all categories including Signature Collection, home fragrance and soaps and sanitizers.
|
•
|
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 occupancy costs related to the increase in net sales and store related activity.
|
•
|
At Victoria's Secret Direct, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales.
|
•
|
At Bath & Body Works Stores, gross profit increased due to higher merchandise margin dollars related to the increase in net sales. The inc
rease in merchandise margin dollars was partially offset by an increase in buying and occupancy expenses primarily driven by higher occupancy costs related to the increase in net sales and store related activity.
|
•
|
At Bath & Body Works Direct, 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 due to higher fulfillment costs associated with the increase in net sales.
|
|
2012
|
|
2011
|
||||
Average daily borrowings (in millions)
|
$
|
4,495
|
|
|
$
|
3,364
|
|
Average borrowing rate (in percentages)
|
7.1
|
%
|
|
7.3
|
%
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
496
|
|
|
$
|
447
|
|
|
22.1
|
%
|
|
21.4
|
%
|
Bath & Body Works
|
398
|
|
|
348
|
|
|
31.8
|
%
|
|
30.9
|
%
|
||
Other (a) (b) (c) (d) (e)
|
(106
|
)
|
|
(154
|
)
|
|
(29.5
|
)%
|
|
(51.8
|
)%
|
||
Total
|
$
|
788
|
|
|
$
|
641
|
|
|
20.4
|
%
|
|
18.2
|
%
|
(a)
|
Includes our international operations, Mast Global, Henri Bendel and Corporate.
|
(b)
|
2012 and 2011 include a $93 million and
$232 million
, respectively, impairment of goodwill, trade name and other intangible assets at La Senza. For additional information, see Note
8
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(c)
|
2012 includes a $27 million impairment of long-lived store assets at Henri Bendel. For additional information, see Note
7
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
(d)
|
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.
|
(e)
|
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.
|
|
|
2012 (b)
|
|
2011
|
|
% Change
|
|||||
Fourth Quarter
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores
|
|
$
|
1,714
|
|
|
$
|
1,572
|
|
|
9
|
%
|
Victoria’s Secret Direct
|
|
533
|
|
|
518
|
|
|
3
|
%
|
||
Total Victoria’s Secret
|
|
2,247
|
|
|
2,090
|
|
|
8
|
%
|
||
Bath & Body Works Stores
|
|
1,157
|
|
|
1,050
|
|
|
10
|
%
|
||
Bath & Body Works Direct
|
|
93
|
|
|
77
|
|
|
21
|
%
|
||
Total Bath & Body Works
|
|
1,250
|
|
|
1,127
|
|
|
11
|
%
|
||
Other (a)
|
|
359
|
|
|
298
|
|
|
20
|
%
|
||
Total Net Sales
|
|
$
|
3,856
|
|
|
$
|
3,515
|
|
|
10
|
%
|
(a)
|
Includes our international operations, Mast Global, Henri Bendel and Corporate.
|
(b)
|
We utilize the retail calendar for reporting. As such, the results for the fourth quarter of 2012 represent the 14-week period ended February 2, 2013 and the results for the fourth quarter of 2011 represent the 13-week period ended January 28, 2012. The extra week accounted for approximately $125 million in incremental sales in the fourth quarter of 2012.
|
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Other
|
|
Total
|
||||||||
Fourth Quarter
|
|
(in millions)
|
||||||||||||||
2011 Net Sales
|
|
$
|
2,090
|
|
|
$
|
1,127
|
|
|
$
|
298
|
|
|
$
|
3,515
|
|
Comparable Store Sales
|
|
50
|
|
|
78
|
|
|
2
|
|
|
130
|
|
||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
92
|
|
|
29
|
|
|
29
|
|
|
150
|
|
||||
Foreign Currency Translation
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||
Direct Channels
|
|
15
|
|
|
16
|
|
|
—
|
|
|
31
|
|
||||
Mast Global Third-party Sales and Other
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||
2012 Net Sales
|
|
$
|
2,247
|
|
|
$
|
1,250
|
|
|
$
|
359
|
|
|
$
|
3,856
|
|
Fourth Quarter
|
|
2012
|
|
2011
|
||
Victoria’s Secret Stores (a)
|
|
3
|
%
|
|
12
|
%
|
Bath & Body Works (a)
|
|
7
|
%
|
|
3
|
%
|
Total Comparable Store Sales (a) (b)
|
|
5
|
%
|
|
7
|
%
|
(a)
|
The percentage change in comparable store sales represents the change in sales at comparable stores only and excludes the change in sales from our direct channels. 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.
|
(b)
|
Includes Victoria's Secret, Bath & Body Works, 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 sport driven by a compelling merchandise assortment that incorporated newness, innovation and fashion, as well as in-store execution.
|
•
|
At Victoria’s Secret Direct, net sales increased
3%
related to increases in Pink, sport and core lingerie, partially offset by a decrease in apparel.
|
•
|
At Bath & Body Works Stores, net sales increased across most categories including Signature Collection, home
fragrance and soaps and sanitizers which all incorporated newness and innovation.
|
•
|
At Bath & Body Works Direct, net sales increased with increases across all categories including Signature Collection, home fragrance and soaps and sanitizers.
|
•
|
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 due to an increase in occupancy expense driven by higher net sales and store related activity.
|
•
|
At Victoria's Secret Direct, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales.
|
•
|
At Bath & Body Works Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sa
les. The increase in merchandise margin dollars was partially offset by higher buying and occupancy expenses driven by higher net sales and store related activity.
|
•
|
At Bath & Body Works Direct, 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 due to higher fulfillment costs associated with the increase in net sales.
|
Fourth Quarter
|
|
2012
|
|
2011
|
||||
Average daily borrowings (in millions)
|
|
$
|
4,484
|
|
|
$
|
3,520
|
|
Average borrowing rate (in percentages)
|
|
7.0
|
%
|
|
7.2
|
%
|
|
|
|
|
|
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 our international operations including La Senza, Mast Global, Henri Bendel and Corporate. 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 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 our international operations including La Senza, Mast Global, Henri Bendel and Corporate. 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 (a)
|
14
|
%
|
|
14
|
%
|
Bath & Body Works (a)
|
6
|
%
|
|
5
|
%
|
Total Comparable Store Sales (a) (b)
|
10
|
%
|
|
9
|
%
|
(a)
|
The percentage change in comparable store sales represents the change in sales at comparable stores only and excludes the change in sales from our direct channels. 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.
|
(b)
|
Includes Victoria's Secret, Bath & Body Works, 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.
|
•
|
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.
|
•
|
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)
|
$
|
3,364
|
|
|
$
|
2,562
|
|
Average borrowing rate (in percentages)
|
7.3
|
%
|
|
8.1
|
%
|
•
|
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 our international operations including La Senza, Mast Global, Henri Bendel and Corporate. 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 our international operations including La Senza, Mast Global, Henri Bendel and Corporate. 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 (a)
|
|
12
|
%
|
|
15
|
%
|
Bath & Body Works (a)
|
|
3
|
%
|
|
6
|
%
|
Total Comparable Store Sales (a) (b)
|
|
7
|
%
|
|
10
|
%
|
(a)
|
The percentage change in comparable store sales represents the change in sales at comparable stores only and excludes the change in sales from our direct channels. 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.
|
(b)
|
Includes Victoria's Secret, Bath & Body Works, 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.
|
•
|
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.
|
•
|
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)
|
|
$
|
3,520
|
|
|
$
|
2,520
|
|
Average borrowing rate (in percentages)
|
|
7.2
|
%
|
|
7.7
|
%
|
|
February 2, 2013
|
|
January 28, 2012
|
||||
|
(in millions)
|
||||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
$
|
1,000
|
|
|
$
|
—
|
|
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
1,000
|
|
|
1,000
|
|
||
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)
|
489
|
|
|
488
|
|
||
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
400
|
|
|
400
|
|
||
Total Senior Unsecured Debt with Subsidiary Guarantee
|
2,889
|
|
|
1,888
|
|
||
Senior Unsecured Debt
|
|
|
|
||||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”) (a)
|
721
|
|
|
724
|
|
||
$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)
|
218
|
|
|
220
|
|
||
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (“2012 Notes”)
|
—
|
|
|
57
|
|
||
Total Senior Unsecured Debt
|
1,588
|
|
|
1,650
|
|
||
Total
|
4,477
|
|
|
3,538
|
|
||
Current Portion of Long-term Debt
|
—
|
|
|
(57
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
4,477
|
|
|
3,481
|
|
(a)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$22 million
as of
February 2, 2013
and
$25 million
as of
January 28, 2012
.
|
(b)
|
The principal balance outstanding was
$213 million
as of both
February 2, 2013
and
January 28, 2012
. The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$5 million
as of
February 2, 2013
and
$7 million
as of
January 28, 2012
.
|
|
February 2, 2013
|
|
|
January 28, 2012
|
|
|
January 29, 2011
|
|
|||
|
(in millions)
|
||||||||||
Cash Provided by Operating Activities
|
$
|
1,351
|
|
|
$
|
1,266
|
|
|
$
|
1,284
|
|
Capital Expenditures
|
588
|
|
|
426
|
|
|
274
|
|
|||
Working Capital
|
667
|
|
|
842
|
|
|
1,088
|
|
|||
Capitalization:
|
|
|
|
|
|
||||||
Long-term Debt
|
4,477
|
|
|
3,481
|
|
|
2,507
|
|
|||
Shareholders’ Equity (Deficit)
|
(1,015
|
)
|
|
137
|
|
|
1,476
|
|
|||
Total Capitalization
|
3,462
|
|
|
3,618
|
|
|
3,983
|
|
|||
Additional Amounts Under Credit Agreements (a)
|
1,000
|
|
|
1,000
|
|
|
800
|
|
|||
Remaining Amounts Available Under Credit Agreements (a)
|
988
|
|
|
987
|
|
|
755
|
|
(a)
|
Letters of credit issued reduce our remaining availability under the Revolving Facility. We have outstanding letters of credit that reduce our remaining availability under the Revolving Facility of
$12 million
,
$13 million
and $45 million as of
February 2, 2013
,
January 28, 2012
and January 29, 2011, respectively.
|
|
February 2, 2013
|
|
|
January 28, 2012
|
|
|
January 29, 2011
|
|
Debt-to-capitalization Ratio (a)
|
129
|
%
|
|
96
|
%
|
|
63
|
%
|
Cash Flow to Capital Investment (b)
|
230
|
%
|
|
297
|
%
|
|
468
|
%
|
(a)
|
Long-term debt divided by total capitalization
|
(b)
|
Net cash provided by operating activities divided by capital expenditures
|
|
Moody’s
|
|
S&P
|
|
Fitch
|
Corporate
|
Ba1
|
|
BB+
|
|
BB+
|
Senior Unsecured Debt with Subsidiary Guarantee
|
Ba1
|
|
BB+
|
|
BB+
|
Senior Unsecured Debt
|
Ba2
|
|
BB-
|
|
BB
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
|||||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
November 2012 (a)
|
|
$
|
250
|
|
|
245
|
|
|
NA
|
|
|
NA
|
|
|
$
|
11
|
|
|
NA
|
|
|
NA
|
|
|
$
|
45.47
|
|
||
February 2012 (b)
|
|
500
|
|
|
9,871
|
|
|
NA
|
|
|
NA
|
|
|
450
|
|
|
NA
|
|
|
NA
|
|
|
45.61
|
|
|||||
November 2011
|
|
250
|
|
|
3,657
|
|
|
2,116
|
|
|
NA
|
|
|
164
|
|
|
$
|
85
|
|
|
NA
|
|
|
44.90
|
|
||||
May 2011
|
|
500
|
|
|
NA
|
|
|
13,293
|
|
|
NA
|
|
|
NA
|
|
|
500
|
|
|
NA
|
|
|
37.59
|
|
|||||
March 2011
|
|
500
|
|
|
NA
|
|
|
13,695
|
|
|
NA
|
|
|
NA
|
|
|
500
|
|
|
NA
|
|
|
36.49
|
|
|||||
November 2010 (c)
|
|
200
|
|
|
NA
|
|
|
3,431
|
|
|
1,907
|
|
|
NA
|
|
|
109
|
|
|
$
|
60
|
|
|
31.68
|
|
||||
March 2010 (d)
|
|
200
|
|
|
NA
|
|
|
NA
|
|
|
5,714
|
|
|
NA
|
|
|
NA
|
|
|
147
|
|
|
25.69
|
|
|||||
Total
|
|
|
|
13,773
|
|
|
32,535
|
|
|
7,621
|
|
|
$
|
625
|
|
|
$
|
1,194
|
|
|
$
|
207
|
|
|
|
(a)
|
The November 2012 repurchase program had
$239 million
remaining as of
February 2, 2013
.
|
(b)
|
The February 2012 repurchase program had
$50 million
remaining at the time it was cancelled in conjunction with the approval of the November 2012 repurchase program.
|
(c)
|
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.
|
(d)
|
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)
|
||||||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.25
|
|
|
$
|
3.00
|
|
|
$
|
3.25
|
|
|
$
|
942
|
|
Third Quarter
|
|
0.25
|
|
|
1.00
|
|
|
1.25
|
|
|
361
|
|
||||
Second Quarter
|
|
0.25
|
|
|
—
|
|
|
0.25
|
|
|
73
|
|
||||
First Quarter
|
|
0.25
|
|
|
—
|
|
|
0.25
|
|
|
73
|
|
||||
2012 Total
|
|
$
|
1.00
|
|
|
$
|
4.00
|
|
|
$
|
5.00
|
|
|
$
|
1,449
|
|
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
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Cash and Cash Equivalents, Beginning of Year
|
$
|
935
|
|
|
$
|
1,130
|
|
|
$
|
1,804
|
|
Net Cash Flows Provided by Operating Activities
|
1,351
|
|
|
1,266
|
|
|
1,284
|
|
|||
Net Cash Flows Used For Investing Activities
|
(531
|
)
|
|
(226
|
)
|
|
(106
|
)
|
|||
Net Cash Flows Used For Financing Activities
|
(982
|
)
|
|
(1,237
|
)
|
|
(1,857
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
2
|
|
|
5
|
|
|||
Net Decrease in Cash and Cash Equivalents
|
(162
|
)
|
|
(195
|
)
|
|
(674
|
)
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
773
|
|
|
$
|
935
|
|
|
$
|
1,130
|
|
|
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)
|
$
|
7,344
|
|
|
$
|
300
|
|
|
$
|
801
|
|
|
$
|
1,253
|
|
|
$
|
4,990
|
|
|
$
|
—
|
|
Operating Leases Obligations (b)
|
3,439
|
|
|
527
|
|
|
963
|
|
|
757
|
|
|
1,192
|
|
|
—
|
|
||||||
Purchase Obligations (c)
|
1,334
|
|
|
1,179
|
|
|
142
|
|
|
6
|
|
|
7
|
|
|
—
|
|
||||||
Other Liabilities (d)
|
458
|
|
|
145
|
|
|
12
|
|
|
2
|
|
|
—
|
|
|
299
|
|
||||||
Total
|
$
|
12,575
|
|
|
$
|
2,151
|
|
|
$
|
1,918
|
|
|
$
|
2,018
|
|
|
$
|
6,189
|
|
|
$
|
299
|
|
(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
February 2, 2013
. 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
$228 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
$135 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 $72 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 in estimated future cash flows would decrease the impairment charges by $12 million.
|
•
|
a 10% increase in the terminal value assumption would decrease the impairment charges by $9 million.
|
|
February 2, 2013
|
|
January 28, 2012
|
||||
|
(in millions)
|
||||||
Long-term Debt (a):
|
|
|
|
||||
Carrying Value
|
$
|
4,477
|
|
|
$
|
3,538
|
|
Fair Value, Estimated (b)
|
5,023
|
|
|
3,849
|
|
||
Cross-currency Swap Arrangements (c)
|
59
|
|
|
60
|
|
||
Fixed-to-Floating Interest Rate Swap Arrangements (c)
|
—
|
|
|
(14
|
)
|
(a)
|
The increase in the long-term debt is related to the issuance of the February 2022 Notes.
|
(b)
|
The estimated fair value is based on reported transaction prices. The estimates presented are not necessarily indicative of the amounts that we could realize in a current market exchange.
|
(c)
|
Swap arrangements are in an (asset) liability position.
|
|
Page No.
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
|
$
|
10,459
|
|
|
$
|
10,364
|
|
|
$
|
9,613
|
|
Costs of Goods Sold, Buying and Occupancy
|
(6,073
|
)
|
|
(6,307
|
)
|
|
(5,982
|
)
|
|||
Gross Profit
|
4,386
|
|
|
4,057
|
|
|
3,631
|
|
|||
General, Administrative and Store Operating Expenses
|
(2,720
|
)
|
|
(2,698
|
)
|
|
(2,341
|
)
|
|||
Impairment of Goodwill and Other Intangible Assets
|
(93
|
)
|
|
(232
|
)
|
|
(6
|
)
|
|||
Gain on Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
111
|
|
|
—
|
|
|||
Operating Income
|
1,573
|
|
|
1,238
|
|
|
1,284
|
|
|||
Interest Expense
|
(316
|
)
|
|
(246
|
)
|
|
(208
|
)
|
|||
Other Income
|
24
|
|
|
235
|
|
|
175
|
|
|||
Income Before Income Taxes
|
1,281
|
|
|
1,227
|
|
|
1,251
|
|
|||
Provision for Income Taxes
|
528
|
|
|
377
|
|
|
446
|
|
|||
Net Income
|
$
|
753
|
|
|
$
|
850
|
|
|
$
|
805
|
|
Net Income Per Basic Share
|
$
|
2.60
|
|
|
$
|
2.80
|
|
|
$
|
2.49
|
|
Net Income Per Diluted Share
|
$
|
2.54
|
|
|
$
|
2.70
|
|
|
$
|
2.42
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net Income
|
$
|
753
|
|
|
$
|
850
|
|
|
$
|
805
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
||||||
Reclassification of Cash Flow Hedges to Earnings
|
5
|
|
|
3
|
|
|
41
|
|
|||
Foreign Currency Translation
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Unrealized Gain (Loss) on Cash Flow Hedges
|
1
|
|
|
(3
|
)
|
|
(24
|
)
|
|||
Total Other Comprehensive Income (Loss), Net of Tax
|
4
|
|
|
(1
|
)
|
|
16
|
|
|||
Total Comprehensive Income
|
$
|
757
|
|
|
$
|
849
|
|
|
$
|
821
|
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
773
|
|
|
$
|
935
|
|
Accounts Receivable, Net
|
203
|
|
|
218
|
|
||
Inventories
|
1,004
|
|
|
997
|
|
||
Deferred Income Taxes
|
29
|
|
|
51
|
|
||
Other
|
196
|
|
|
167
|
|
||
Total Current Assets
|
2,205
|
|
|
2,368
|
|
||
Property and Equipment, Net
|
1,803
|
|
|
1,644
|
|
||
Goodwill
|
1,318
|
|
|
1,330
|
|
||
Trade Names and Other Intangible Assets, Net
|
412
|
|
|
495
|
|
||
Other Assets
|
281
|
|
|
271
|
|
||
Total Assets
|
$
|
6,019
|
|
|
$
|
6,108
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
541
|
|
|
$
|
540
|
|
Accrued Expenses and Other
|
807
|
|
|
770
|
|
||
Current Portion of Long-term Debt
|
—
|
|
|
57
|
|
||
Income Taxes
|
190
|
|
|
159
|
|
||
Total Current Liabilities
|
1,538
|
|
|
1,526
|
|
||
Deferred Income Taxes
|
200
|
|
|
183
|
|
||
Long-term Debt
|
4,477
|
|
|
3,481
|
|
||
Other Long-term Liabilities
|
818
|
|
|
780
|
|
||
Shareholders’ Equity (Deficit):
|
|
|
|
||||
Preferred Stock—$1.00 par value; 10 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common Stock—$0.50 par value; 1,000 shares authorized; 304 and 296 shares issued; 289 and 295 shares outstanding, respectively
|
152
|
|
|
148
|
|
||
Paid-in Capital
|
186
|
|
|
25
|
|
||
Accumulated Other Comprehensive Income
|
4
|
|
|
—
|
|
||
Retained Earnings (Accumulated Deficit)
|
(672
|
)
|
|
24
|
|
||
Less: Treasury Stock, at Average Cost; 15 and 1 shares, respectively
|
(685
|
)
|
|
(60
|
)
|
||
Total Limited Brands, Inc. Shareholders’ Equity (Deficit)
|
(1,015
|
)
|
|
137
|
|
||
Noncontrolling Interest
|
1
|
|
|
1
|
|
||
Total Equity (Deficit)
|
(1,014
|
)
|
|
138
|
|
||
Total Liabilities and Equity (Deficit)
|
$
|
6,019
|
|
|
$
|
6,108
|
|
|
Common Stock
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Treasury
Stock, at
Average
Cost
|
|
Noncontrolling Interest
|
|
Total Equity (Deficit)
|
|||||||||||||||||
Shares
Outstanding
|
|
Par
Value
|
|
|
||||||||||||||||||||||||||
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
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
753
|
|
|
—
|
|
|
—
|
|
|
753
|
|
|||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
753
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|||||||
Cash Dividends ($5.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,449
|
)
|
|
—
|
|
|
—
|
|
|
(1,449
|
)
|
|||||||
Repurchase of Common Stock
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(625
|
)
|
|
—
|
|
|
(625
|
)
|
|||||||
Exercise of Stock Options and Other
|
8
|
|
|
4
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|||||||
Balance, February 2, 2013
|
289
|
|
|
$
|
152
|
|
|
$
|
186
|
|
|
$
|
4
|
|
|
$
|
(672
|
)
|
|
$
|
(685
|
)
|
|
$
|
1
|
|
|
$
|
(1,014
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
753
|
|
|
$
|
850
|
|
|
$
|
805
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization of Long-lived Assets
|
389
|
|
|
391
|
|
|
394
|
|
|||
Amortization of Landlord Allowances
|
(35
|
)
|
|
(35
|
)
|
|
(35
|
)
|
|||
Goodwill and Intangible Asset Impairment Charges
|
93
|
|
|
232
|
|
|
6
|
|
|||
Deferred Income Taxes
|
11
|
|
|
(37
|
)
|
|
(24
|
)
|
|||
Share-based Compensation Expense
|
73
|
|
|
51
|
|
|
64
|
|
|||
Excess Tax Benefits from Share-based Compensation
|
(116
|
)
|
|
(48
|
)
|
|
(19
|
)
|
|||
Gain on Distributions from Easton Investments
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Sale of Assets
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Long-lived Store Asset Impairment Charges
|
27
|
|
|
—
|
|
|
—
|
|
|||
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
|
)
|
|||
Loss on Extinguishment of Debt
|
—
|
|
|
—
|
|
|
25
|
|
|||
Changes in Assets and Liabilities, Net of Assets and Liabilities
related to Divestitures:
|
|
|
|
|
|
||||||
Accounts Receivable
|
5
|
|
|
(152
|
)
|
|
(11
|
)
|
|||
Inventories
|
(7
|
)
|
|
(27
|
)
|
|
9
|
|
|||
Accounts Payable, Accrued Expenses and Other
|
(43
|
)
|
|
106
|
|
|
112
|
|
|||
Income Taxes Payable
|
139
|
|
|
13
|
|
|
73
|
|
|||
Other Assets and Liabilities
|
78
|
|
|
103
|
|
|
51
|
|
|||
Net Cash Provided by Operating Activities
|
1,351
|
|
|
1,266
|
|
|
1,284
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital Expenditures
|
(588
|
)
|
|
(426
|
)
|
|
(274
|
)
|
|||
Return of Capital from Third-party Apparel Sourcing Business Investment
|
22
|
|
|
—
|
|
|
—
|
|
|||
Return of Capital from Easton Investments
|
13
|
|
|
—
|
|
|
—
|
|
|||
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
|
11
|
|
|
—
|
|
|
—
|
|
|||
Other Investing Activities
|
11
|
|
|
(23
|
)
|
|
7
|
|
|||
Net Cash Used for Investing Activities
|
(531
|
)
|
|
(226
|
)
|
|
(106
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from Long-term Debt, Net of Issuance Costs
|
985
|
|
|
981
|
|
|
390
|
|
|||
Payments of Long-term Debt
|
(57
|
)
|
|
—
|
|
|
(645
|
)
|
|||
Financing Costs
|
—
|
|
|
(7
|
)
|
|
(14
|
)
|
|||
Repurchase of Common Stock
|
(629
|
)
|
|
(1,190
|
)
|
|
(207
|
)
|
|||
Dividends Paid
|
(1,449
|
)
|
|
(1,144
|
)
|
|
(1,488
|
)
|
|||
Excess Tax Benefits from Share-based Compensation
|
116
|
|
|
48
|
|
|
19
|
|
|||
Proceeds from Exercise of Stock Options and Other
|
52
|
|
|
75
|
|
|
88
|
|
|||
Net Cash Used for Financing Activities
|
(982
|
)
|
|
(1,237
|
)
|
|
(1,857
|
)
|
|||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
2
|
|
|
5
|
|
|||
Net Decrease in Cash and Cash Equivalents
|
(162
|
)
|
|
(195
|
)
|
|
(674
|
)
|
|||
Cash and Cash Equivalents, Beginning of Year
|
935
|
|
|
1,130
|
|
|
1,804
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
773
|
|
|
$
|
935
|
|
|
$
|
1,130
|
|
•
|
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.
|
|
2012
|
|
2011
|
|
2010
|
|||
|
(in millions)
|
|||||||
Weighted-average Common Shares:
|
|
|
|
|
|
|||
Issued Shares (a)
|
302
|
|
|
323
|
|
|
326
|
|
Treasury Shares (a)
|
(12
|
)
|
|
(19
|
)
|
|
(3
|
)
|
Basic Shares
|
290
|
|
|
304
|
|
|
323
|
|
Effect of Dilutive Options and Restricted Stock
|
7
|
|
|
10
|
|
|
10
|
|
Diluted Shares
|
297
|
|
|
314
|
|
|
333
|
|
Anti-dilutive Options and Awards (b)
|
1
|
|
|
1
|
|
|
2
|
|
(a)
|
In December 2011, the Company retired
39 million
shares of its Treasury Stock.
|
(b)
|
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 Foundation, reducing its ownership interest to
0%
. At the time of the charitable contribution, the stock was worth
$163 million
. As a result of the contribution, the Company recognized a non-taxable gain of
$147 million
.
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Finished Goods Merchandise
|
$
|
916
|
|
|
$
|
926
|
|
Raw Materials and Merchandise Components
|
88
|
|
|
71
|
|
||
Total Inventories
|
$
|
1,004
|
|
|
$
|
997
|
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Land
|
$
|
60
|
|
|
$
|
61
|
|
Buildings and Improvements
|
402
|
|
|
403
|
|
||
Furniture, Fixtures, Software and Equipment
|
2,715
|
|
|
2,528
|
|
||
Leaseholds Improvements
|
1,359
|
|
|
1,236
|
|
||
Construction in Progress
|
186
|
|
|
159
|
|
||
Total
|
4,722
|
|
|
4,387
|
|
||
Accumulated Depreciation and Amortization
|
(2,919
|
)
|
|
(2,743
|
)
|
||
Property and Equipment, Net
|
$
|
1,803
|
|
|
$
|
1,644
|
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of January 29, 2011
|
$
|
690
|
|
|
$
|
628
|
|
|
$
|
133
|
|
(a)
|
$
|
1,451
|
|
Impairment
|
—
|
|
|
—
|
|
|
(119
|
)
|
|
(119
|
)
|
||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Balance as of January 28, 2012
|
690
|
|
|
628
|
|
|
12
|
|
|
1,330
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||
Balance as of February 2, 2013
|
$
|
690
|
|
|
$
|
628
|
|
|
$
|
—
|
|
|
$
|
1,318
|
|
|
February 2, 2013
|
|
January 28, 2012
|
||||
|
(in millions)
|
||||||
Victoria's Secret
|
$
|
246
|
|
|
$
|
246
|
|
Bath & Body Works
|
165
|
|
|
165
|
|
||
La Senza
|
—
|
|
|
75
|
|
||
Intangible Assets - Trade Names
|
$
|
411
|
|
|
$
|
486
|
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Deferred Revenue, Principally from Gift Card Sales
|
$
|
202
|
|
|
$
|
196
|
|
Compensation, Payroll Taxes and Benefits
|
180
|
|
|
171
|
|
||
Taxes, Other Than Income
|
84
|
|
|
67
|
|
||
Interest
|
79
|
|
|
50
|
|
||
Insurance
|
37
|
|
|
36
|
|
||
Returns Reserve
|
28
|
|
|
30
|
|
||
Rent
|
26
|
|
|
21
|
|
||
Other
|
171
|
|
|
199
|
|
||
Total Accrued Expenses and Other
|
$
|
807
|
|
|
$
|
770
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
432
|
|
|
$
|
357
|
|
|
$
|
406
|
|
U.S. State
|
67
|
|
|
46
|
|
|
54
|
|
|||
Non-U.S.
|
18
|
|
|
11
|
|
|
10
|
|
|||
Total
|
517
|
|
|
414
|
|
|
470
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
14
|
|
|
6
|
|
|
(20
|
)
|
|||
U.S. State
|
4
|
|
|
1
|
|
|
(3
|
)
|
|||
Non-U.S.
|
(7
|
)
|
|
(44
|
)
|
|
(1
|
)
|
|||
Total
|
11
|
|
|
(37
|
)
|
|
(24
|
)
|
|||
Provision for Income Taxes
|
$
|
528
|
|
|
$
|
377
|
|
|
$
|
446
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Federal Income Tax Rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State Income Taxes, Net of Federal Income Tax Effect
|
4.0
|
%
|
|
4.0
|
%
|
|
3.5
|
%
|
Express Charitable Contribution
|
—
|
%
|
|
(5.0
|
)%
|
|
—
|
%
|
Deductible Loss on Divestiture of Limited Stores
|
—
|
%
|
|
—
|
%
|
|
(2.4
|
)%
|
Non-deductible Impairment of Goodwill and Other Intangible Assets
|
2.4
|
%
|
|
4.3
|
%
|
|
—
|
%
|
Non-U.S. Portion of the Divestiture of Third-party Apparel Sourcing Business
|
—
|
%
|
|
(3.0
|
)%
|
|
—
|
%
|
Impact of Non-U.S. Operations
|
1.1
|
%
|
|
(2.2
|
)%
|
|
0.5
|
%
|
Other Items, Net
|
(1.3
|
)%
|
|
(2.4
|
)%
|
|
(1.0
|
)%
|
Effective Tax Rate
|
41.2
|
%
|
|
30.7
|
%
|
|
35.6
|
%
|
|
February 2, 2013
|
|
January 28, 2012
|
||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Leases
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
45
|
|
Non-qualified Retirement Plan
|
86
|
|
|
—
|
|
|
86
|
|
|
82
|
|
|
—
|
|
|
82
|
|
||||||
Property and Equipment
|
—
|
|
|
(190
|
)
|
|
(190
|
)
|
|
—
|
|
|
(190
|
)
|
|
(190
|
)
|
||||||
Goodwill
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
||||||
Trade Names and Other Intangibles
|
—
|
|
|
(138
|
)
|
|
(138
|
)
|
|
—
|
|
|
(139
|
)
|
|
(139
|
)
|
||||||
Charitable Contribution Carryforwards
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
State Net Operating Loss Carryforwards
|
23
|
|
|
—
|
|
|
23
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||||
Non-U.S. Operating Loss Carryforwards
|
151
|
|
|
—
|
|
|
151
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||
Valuation Allowance
|
(171
|
)
|
|
—
|
|
|
(171
|
)
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
||||||
Other, Net
|
67
|
|
|
—
|
|
|
67
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||||
Total Deferred Income Taxes
|
$
|
199
|
|
|
$
|
(343
|
)
|
|
$
|
(144
|
)
|
|
$
|
212
|
|
|
$
|
(344
|
)
|
|
$
|
(132
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year
|
$
|
146
|
|
|
$
|
147
|
|
|
$
|
115
|
|
Increases in Unrecognized Tax Benefits for Prior Years
|
13
|
|
|
4
|
|
|
17
|
|
|||
Decreases in Unrecognized Tax Benefits for Prior Years
|
(19
|
)
|
|
(33
|
)
|
|
(17
|
)
|
|||
Increases in Unrecognized Tax Benefits as a Result of Current Year Activity
|
52
|
|
|
45
|
|
|
40
|
|
|||
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities
|
(1
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|||
Decreases to Unrecognized Tax Benefits as a Result of a Lapse of the Applicable Statute of Limitations
|
(6
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|||
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year
|
$
|
185
|
|
|
$
|
146
|
|
|
$
|
147
|
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
$
|
1,000
|
|
|
$
|
—
|
|
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
1,000
|
|
|
1,000
|
|
||
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)
|
489
|
|
|
488
|
|
||
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
400
|
|
|
400
|
|
||
Total Senior Unsecured Debt with Subsidiary Guarantee
|
$
|
2,889
|
|
|
$
|
1,888
|
|
Senior Unsecured Debt
|
|
|
|
||||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”) (a)
|
$
|
721
|
|
|
$
|
724
|
|
$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)
|
218
|
|
|
220
|
|
||
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (“2012 Notes”)
|
—
|
|
|
57
|
|
||
Total Senior Unsecured Debt
|
$
|
1,588
|
|
|
$
|
1,650
|
|
Total
|
$
|
4,477
|
|
|
$
|
3,538
|
|
Current Portion of Long-term Debt
|
—
|
|
|
(57
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
4,477
|
|
|
$
|
3,481
|
|
(a)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$22 million
as of
February 2, 2013
and
$25 million
as of
January 28, 2012
.
|
(b)
|
The principal balance outstanding was
$213 million
as of both
February 2, 2013
and
January 28, 2012
. The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$5 million
as of
February 2, 2013
and
$7 million
as of
January 28, 2012
.
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Other Long-term Liabilities
|
$
|
59
|
|
|
$
|
60
|
|
|
Location
|
|
2012
|
|
2011
|
||||
|
|
|
(in millions)
|
||||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
Other Comprehensive Income (Loss)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income into Other Income (a)
|
Other Income
|
|
5
|
|
|
—
|
|
(a)
|
Represents reclassification of amounts from accumulated other comprehensive income 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.
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Other Assets
|
$
|
—
|
|
|
$
|
14
|
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Carrying Value
|
$
|
4,477
|
|
|
$
|
3,538
|
|
Fair Value (a)
|
5,023
|
|
|
3,849
|
|
(a)
|
The estimated fair value of the Company’s publicly traded debt is based on reported transaction prices which are considered Level 2 inputs in accordance with ASC Topic 820,
Fair Value Measurements and Disclosure
. 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 February 2, 2013
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
773
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
773
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross-currency Cash Flow Hedges
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||
Lease Guarantees
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
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
|
|
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Beginning Balance
|
$
|
4
|
|
|
$
|
6
|
|
Change in Estimated Fair Value Reported in Earnings
|
(2
|
)
|
|
(2
|
)
|
||
Ending Balance
|
$
|
2
|
|
|
$
|
4
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income
|
||||||
|
(in millions)
|
||||||||||
Balance as of January 29, 2011
|
$
|
(7
|
)
|
|
$
|
8
|
|
|
$
|
1
|
|
Current-period Other Comprehensive Income (Loss)
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance as of January 28, 2012
|
(8
|
)
|
|
8
|
|
|
—
|
|
|||
Current-period Other Comprehensive Income (Loss)
|
(2
|
)
|
|
6
|
|
|
4
|
|
|||
Balance as of February 2, 2013
|
$
|
(10
|
)
|
|
$
|
14
|
|
|
$
|
4
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Store Rent:
|
|
|
|
|
|
||||||
Fixed Minimum
|
$
|
453
|
|
|
$
|
437
|
|
|
$
|
417
|
|
Contingent
|
60
|
|
|
50
|
|
|
44
|
|
|||
Total Store Rent
|
513
|
|
|
487
|
|
|
461
|
|
|||
Office, Equipment and Other
|
67
|
|
|
62
|
|
|
60
|
|
|||
Gross Rent Expense
|
580
|
|
|
549
|
|
|
521
|
|
|||
Sublease Rental Income
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Total Rent Expense
|
$
|
578
|
|
|
$
|
546
|
|
|
$
|
518
|
|
(a)
|
Excludes additional payments covering taxes, common area costs and certain other expenses generally required by store lease terms.
|
|
February 2,
2013 |
|
January 28,
2012 |
||||
|
(in millions)
|
||||||
Balance at Beginning of Year
|
$
|
214
|
|
|
$
|
193
|
|
Contributions:
|
|
|
|
||||
Associate
|
12
|
|
|
12
|
|
||
Company
|
12
|
|
|
15
|
|
||
Interest
|
12
|
|
|
11
|
|
||
Distributions
|
(22
|
)
|
|
(17
|
)
|
||
Balance at End of Year
|
$
|
228
|
|
|
$
|
214
|
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
|||||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
November 2012 (a)
|
|
$
|
250
|
|
|
245
|
|
|
NA
|
|
|
NA
|
|
|
$
|
11
|
|
|
NA
|
|
|
NA
|
|
|
$
|
45.47
|
|
||
February 2012 (b)
|
|
500
|
|
|
9,871
|
|
|
NA
|
|
|
NA
|
|
|
450
|
|
|
NA
|
|
|
NA
|
|
|
45.61
|
|
|||||
November 2011
|
|
250
|
|
|
3,657
|
|
|
2,116
|
|
|
NA
|
|
|
164
|
|
|
$
|
85
|
|
|
NA
|
|
|
44.90
|
|
||||
May 2011
|
|
500
|
|
|
NA
|
|
|
13,293
|
|
|
NA
|
|
|
NA
|
|
|
500
|
|
|
NA
|
|
|
37.59
|
|
|||||
March 2011
|
|
500
|
|
|
NA
|
|
|
13,695
|
|
|
NA
|
|
|
NA
|
|
|
500
|
|
|
NA
|
|
|
36.49
|
|
|||||
November 2010 (c)
|
|
200
|
|
|
NA
|
|
|
3,431
|
|
|
1,907
|
|
|
NA
|
|
|
109
|
|
|
$
|
60
|
|
|
31.68
|
|
||||
March 2010 (d)
|
|
200
|
|
|
NA
|
|
|
NA
|
|
|
5,714
|
|
|
NA
|
|
|
NA
|
|
|
147
|
|
|
25.69
|
|
|||||
Total
|
|
|
|
13,773
|
|
|
32,535
|
|
|
7,621
|
|
|
$
|
625
|
|
|
$
|
1,194
|
|
|
$
|
207
|
|
|
|
(a)
|
The November 2012 repurchase program had
$239 million
remaining as of
February 2, 2013
.
|
(b)
|
The February 2012 repurchase progra
m had
$50 million
rema
ining at the time it was cancelled in conjunction with the approval of the November 2012 repurchase program.
|
(c)
|
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.
|
(d)
|
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)
|
||||||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.25
|
|
|
$
|
3.00
|
|
|
$
|
3.25
|
|
|
$
|
942
|
|
Third Quarter
|
|
0.25
|
|
|
1.00
|
|
|
1.25
|
|
|
361
|
|
||||
Second Quarter
|
|
0.25
|
|
|
—
|
|
|
0.25
|
|
|
73
|
|
||||
First Quarter
|
|
0.25
|
|
|
—
|
|
|
0.25
|
|
|
73
|
|
||||
2012 Total
|
|
$
|
1.00
|
|
|
$
|
4.00
|
|
|
$
|
5.00
|
|
|
$
|
1,449
|
|
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
|
|
|
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 28, 2012
|
9,383
|
|
|
$
|
17.26
|
|
|
|
|
|
||
Granted
|
1,385
|
|
|
44.72
|
|
|
|
|
|
|||
Exercised
|
(4,271
|
)
|
|
12.61
|
|
|
|
|
|
|||
Cancelled
|
(240
|
)
|
|
29.24
|
|
|
|
|
|
|||
Adjustment for Special Dividends
|
778
|
|
|
|
|
|
|
|
||||
Outstanding as of February 2, 2013
|
7,035
|
|
|
$
|
23.16
|
|
|
6.17
|
|
$
|
169,574
|
|
Vested and Expected to Vest as of February 2, 2013 (a)
|
6,798
|
|
|
22.60
|
|
|
6.08
|
|
167,707
|
|
||
Options Exercisable as of February 2, 2013
|
4,022
|
|
|
14.69
|
|
|
4.40
|
|
130,969
|
|
(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 28, 2012
|
10,432
|
|
|
$
|
14.68
|
|
Granted
|
3,018
|
|
|
40.92
|
|
|
Vested
|
(5,797
|
)
|
|
6.31
|
|
|
Cancelled
|
(427
|
)
|
|
27.57
|
|
|
Adjustment for Special Dividends
|
868
|
|
|
NA
|
|
|
Unvested as of February 2, 2013
|
8,094
|
|
|
28.13
|
|
NA
|
Not applicable
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Costs of Goods Sold, Buying and Occupancy
|
$
|
19
|
|
|
$
|
14
|
|
|
$
|
17
|
|
General, Administrative and Store Operating Expenses
|
54
|
|
|
37
|
|
|
47
|
|
|||
Total Share-based Compensation Expense
|
$
|
73
|
|
|
$
|
51
|
|
|
$
|
64
|
|
•
|
International retail, franchise, license and wholesale operations, which include the company-owned La Senza and Bath & Body Works stores in Canada and Victoria’s Secret stores in Canada and the United Kingdom;
|
•
|
Mast Global, a merchandise sourcing and production function serving the Company and its international partners;
|
•
|
Henri Bendel, operator of
29
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)
|
||||||||||||||
February 2, 2013
|
|
|
|
|
|
|
|
||||||||
Net Sales
|
$
|
6,574
|
|
|
$
|
2,902
|
|
|
$
|
983
|
|
|
$
|
10,459
|
|
Depreciation and Amortization
|
148
|
|
|
53
|
|
|
153
|
|
|
354
|
|
||||
Operating Income (Loss) (a)
|
1,188
|
|
|
604
|
|
|
(219
|
)
|
|
1,573
|
|
||||
Total Assets
|
2,428
|
|
|
1,286
|
|
|
2,305
|
|
|
6,019
|
|
||||
Capital Expenditures
|
268
|
|
|
71
|
|
|
249
|
|
|
588
|
|
||||
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
|
|
(a)
|
Operating Loss for the Other segment includes the effect of the following items:
|
(i)
|
In 2012, a
$93 million
impairment charge related to goodwill and other intangible assets for our La Senza business; a
$27 million
impairment charge related to long-lived store assets for our Henri Bendel business; and
$14 million
of expense associated with the store closure initiative at La Senza.
|
(ii)
|
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.
|
|
Fiscal Quarter Ended
|
||||||||||||||
|
April 28,
2012
|
|
July 28,
2012 (b)
|
|
October 27,
2012 (c)
|
|
February 2,
2013 (d)(e)
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,154
|
|
|
$
|
2,399
|
|
|
$
|
2,050
|
|
|
$
|
3,856
|
|
Gross Profit
|
902
|
|
|
942
|
|
|
825
|
|
|
1,717
|
|
||||
Operating Income
|
293
|
|
|
305
|
|
|
187
|
|
|
788
|
|
||||
Income Before Income Taxes
|
213
|
|
|
229
|
|
|
128
|
|
|
711
|
|
||||
Net Income
|
125
|
|
|
143
|
|
|
74
|
|
|
411
|
|
||||
Net Income Per Basic Share (a)
|
$
|
0.43
|
|
|
$
|
0.50
|
|
|
$
|
0.26
|
|
|
$
|
1.43
|
|
Net Income Per Diluted Share (a)
|
$
|
0.41
|
|
|
$
|
0.49
|
|
|
$
|
0.25
|
|
|
$
|
1.39
|
|
(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
$4 million
of expense associated with the store closure initiative at La Senza.
|
(c)
|
Includes the effect of the following items:
|
i.
|
A pre-tax gain of
$13 million
related to
$13 million
in cash distributions from certain of our investments in Easton; and
|
ii.
|
A pre-tax expense of
$10 million
associated with the store closure initiative at La Senza.
|
(d)
|
Includes the effect of the following items:
|
(i)
|
A pre-tax charge of
$93 million
related to the impairment of La Senza goodwill and other intangible assets; and
|
(ii)
|
A pre-tax charge of
$27 million
related to the impairment of Henri Bendel long-lived store assets.
|
(e)
|
The Company utilizes the retail calendar for reporting. As such, the results for fiscal years 2012 and 2011 represent the 53-week period ended February 2, 2013 and the 52-week period ended January 28, 2012, respectively. The 2012 fourth quarter consists of a fourteen week period versus a thirteen week period in 2011.
|
|
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.
|
|
February 2, 2013
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
417
|
|
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
773
|
|
Accounts Receivable, Net
|
—
|
|
|
140
|
|
|
63
|
|
|
—
|
|
|
203
|
|
|||||
Inventories
|
—
|
|
|
847
|
|
|
157
|
|
|
—
|
|
|
1,004
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
39
|
|
|
(10
|
)
|
|
—
|
|
|
29
|
|
|||||
Other
|
2
|
|
|
117
|
|
|
77
|
|
|
—
|
|
|
196
|
|
|||||
Total Current Assets
|
2
|
|
|
1,560
|
|
|
643
|
|
|
—
|
|
|
2,205
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
1,001
|
|
|
802
|
|
|
—
|
|
|
1,803
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
—
|
|
|
—
|
|
|
1,318
|
|
|||||
Trade Names and Other Intangible Assets, Net
|
—
|
|
|
411
|
|
|
1
|
|
|
—
|
|
|
412
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
3,348
|
|
|
13,968
|
|
|
624
|
|
|
(17,940
|
)
|
|
—
|
|
|||||
Other Assets
|
188
|
|
|
8
|
|
|
696
|
|
|
(611
|
)
|
|
281
|
|
|||||
Total Assets
|
$
|
3,538
|
|
|
$
|
18,266
|
|
|
$
|
2,766
|
|
|
$
|
(18,551
|
)
|
|
$
|
6,019
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
—
|
|
|
$
|
291
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
541
|
|
Accrued Expenses and Other
|
78
|
|
|
425
|
|
|
304
|
|
|
—
|
|
|
807
|
|
|||||
Income Taxes
|
1
|
|
|
134
|
|
|
55
|
|
|
—
|
|
|
190
|
|
|||||
Total Current Liabilities
|
79
|
|
|
850
|
|
|
609
|
|
|
—
|
|
|
1,538
|
|
|||||
Deferred Income Taxes
|
(4
|
)
|
|
(9
|
)
|
|
213
|
|
|
—
|
|
|
200
|
|
|||||
Long-term Debt
|
4,477
|
|
|
597
|
|
|
—
|
|
|
(597
|
)
|
|
4,477
|
|
|||||
Other Long-term Liabilities
|
4
|
|
|
625
|
|
|
204
|
|
|
(15
|
)
|
|
818
|
|
|||||
Total Equity (Deficit)
|
(1,018
|
)
|
|
16,203
|
|
|
1,740
|
|
|
(17,939
|
)
|
|
(1,014
|
)
|
|||||
Total Liabilities and Equity (Deficit)
|
$
|
3,538
|
|
|
$
|
18,266
|
|
|
$
|
2,766
|
|
|
$
|
(18,551
|
)
|
|
$
|
6,019
|
|
|
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
|
|
|
2012
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
9,570
|
|
|
$
|
2,954
|
|
|
$
|
(2,065
|
)
|
|
$
|
10,459
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(5,578
|
)
|
|
(2,464
|
)
|
|
1,969
|
|
|
(6,073
|
)
|
|||||
Gross Profit
|
—
|
|
|
3,992
|
|
|
490
|
|
|
(96
|
)
|
|
4,386
|
|
|||||
General, Administrative and Store Operating Expenses
|
(5
|
)
|
|
(2,405
|
)
|
|
(403
|
)
|
|
93
|
|
|
(2,720
|
)
|
|||||
Impairment of Goodwill and Other Intangible Assets
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
|||||
Operating Income (Loss)
|
(5
|
)
|
|
1,587
|
|
|
(6
|
)
|
|
(3
|
)
|
|
1,573
|
|
|||||
Interest Expense
|
(316
|
)
|
|
(22
|
)
|
|
(10
|
)
|
|
32
|
|
|
(316
|
)
|
|||||
Other Income (Loss)
|
262
|
|
|
(355
|
)
|
|
128
|
|
|
(11
|
)
|
|
24
|
|
|||||
Income (Loss) Before Income Taxes
|
(59
|
)
|
|
1,210
|
|
|
112
|
|
|
18
|
|
|
1,281
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
359
|
|
|
169
|
|
|
—
|
|
|
528
|
|
|||||
Equity in Earnings, Net of Tax
|
812
|
|
|
231
|
|
|
327
|
|
|
(1,370
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
753
|
|
|
$
|
1,082
|
|
|
$
|
270
|
|
|
$
|
(1,352
|
)
|
|
$
|
753
|
|
|
2012
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Income (Loss)
|
$
|
753
|
|
|
$
|
1,082
|
|
|
$
|
270
|
|
|
$
|
(1,352
|
)
|
|
$
|
753
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of Cash Flow Hedges to Earnings
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Unrealized Gain (Loss) on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|||||
Total Comprehensive Income
|
$
|
755
|
|
|
$
|
1,082
|
|
|
$
|
272
|
|
|
$
|
(1,352
|
)
|
|
$
|
757
|
|
|
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 Gain (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 Gain (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
|
|
|
2012
|
||||||||||||||||||
|
Limited
Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
Limited
Brands, Inc.
|
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(99
|
)
|
|
$
|
986
|
|
|
$
|
464
|
|
|
$
|
—
|
|
|
$
|
1,351
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(344
|
)
|
|
(244
|
)
|
|
—
|
|
|
(588
|
)
|
|||||
Return of Capital from Third-party Apparel Sourcing Business Investment
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Return of Capital from Easton Investments
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Proceeds from Sale of Assets
|
—
|
|
|
9
|
|
|
2
|
|
|
—
|
|
|
11
|
|
|||||
Net Investments in Consolidated Affiliates
|
—
|
|
|
36
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|||||
Other Investing Activities
|
—
|
|
|
8
|
|
|
3
|
|
|
—
|
|
|
11
|
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
—
|
|
|
(291
|
)
|
|
(204
|
)
|
|
(36
|
)
|
|
(531
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Long-term Debt, Net of Issuance and Discount Costs
|
985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
985
|
|
|||||
Payments of Long-term Debt
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|||||
Repurchase of Common Stock
|
(629
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(629
|
)
|
|||||
Dividends Paid
|
(1,449
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,449
|
)
|
|||||
Excess Tax Benefits from Share-based Compensation
|
—
|
|
|
95
|
|
|
21
|
|
|
—
|
|
|
116
|
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
1,197
|
|
|
(744
|
)
|
|
(489
|
)
|
|
36
|
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options and Other
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
99
|
|
|
(649
|
)
|
|
(468
|
)
|
|
36
|
|
|
(982
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
46
|
|
|
(208
|
)
|
|
—
|
|
|
(162
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
371
|
|
|
564
|
|
|
—
|
|
|
935
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
417
|
|
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
773
|
|
|
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
|
|
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)
|
|
15,924,441
|
|
|
$
|
23.16
|
|
(2)
|
16,722,074
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
15,924,441
|
|
|
$
|
23.16
|
|
|
16,722,074
|
|
(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. 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.
|
|
|
|
|
4.3
|
|
Proposed form of Debt Warrant Agreement for Warrants not attached to Debt Securities, with proposed form of Debt Warrant Certificate incorporated by reference to Exhibit 4.3 to the 1993 Form S-3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, the guarantors named therein 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 Quarterly Report on Form 10-Q for the quarter ended July 30, 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, the guarantors named therein 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, the guarantors named therein 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.13
|
|
Sixth Supplemental Indenture dated as of February 7, 2012 among Limited Brands, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 28, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Employment Agreement dated as of July 5, 2011 among Bath & Body Works Brand Management, Inc. and Nicholas P. M. Coe incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
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 incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
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 incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Amendment to Employment Agreement dated as of August 1, 2012 among Limited Brands, Inc., Limited Brands Service Company, LLC and Martyn Redgrave incorporated by reference to the Company’s Form 8-K dated May 4, 2012.**
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
Employment Agreement dated as of November 30, 2012 among Limited Brands, Inc. and Sharen Jester Turney incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended October 27, 2012.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
Employment Agreement dated as of March 15, 2013 among Limited Brands, Inc., Bath & Body Works Brand Management, Inc. and Nicholas P. M. Coe filed hereto at Exhibit 10.26.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Form of Fifth Amended and Restated Master Aircraft Time Sharing Agreement filed hereto at Exhibit 10.27.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 8, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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/ E. G
ORDON
G
EE
**
|
|
Director
|
E. Gordon Gee
|
|
|
|
|
|
/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/ M
ICHAEL
M
ORRIS
**
|
|
Director
|
Michael Morris
|
|
|
|
|
|
/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
|
|
|
|
10.26
|
|
Employment Agreement dated as of March 15, 2013 among Limited Brands, Inc., Bath & Body Works Brand Management, Inc. and Nicholas P. M. Coe.
|
|
|
|
10.27
|
|
Form of Fifth Amended and Restated Master Aircraft Time Sharing Agreement.
|
|
|
|
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
|
1.
|
Section 10 is amended in its entirety as follows:
|
|
LIMITED BRANDS, INC.
|
|||
|
BATH & BODY WORKS BRAND MANAGEMENT, INC.
|
|||
|
|
|
|
|
|
By:
|
/s/ LESLIE H. WEXNER
|
|
|
|
|
Name: Leslie H. Wexner
|
|
|
|
|
Title: Chairman
|
|
|
|
|
|
|
|
|
|
/s/ NICHOLAS COE
|
|
|
|
|
Nicholas Coe
|
|
|
A.
|
The Company controls and operates in the legal capacity of lessee each of the Aircraft (as defined and described below).
|
B.
|
The Company employs (or contracts for the services of) a fully qualified flight crew to operate each Aircraft.
|
C.
|
Each Time Share Lessee is either a director, officer or high ranking executive employee of the Company or of a corporation that controls or is under common control with the Company.
|
D.
|
The Company has determined that, incident to the employment or directorship relationship between the Time Share Lessees and the Company or the Company's affiliates, it is to the benefit of the Company to permit the use of the Aircraft by the Time Share Lessees for personal flight needs, to the extent consistent with the scheduling needs of the Company, for many of the same reasons that support use of the Aircraft by the Time Share Lessees for travel on Company-related business, including but not necessarily limited to: enhancing security and privacy; maintaining communication between the Company and its directors, officers and high ranking executives; permitting the Time Share Lessees in their capacity as directors, officers or high ranking executives to work on Company-related business while traveling by providing a convenient, private and confidential setting for the review of sensitive documents or the conduct of confidential discussions by telephone or in person; and reducing travel-related stress, delay and fatigue that might otherwise reduce efficiency or delay the return to work; and the Company is therefore willing to sublease the Aircraft, with flight crew, on a non-exclusive basis, to the Time Share Lessees on a time sharing basis as defined in Section 91.501(c)(1) of the FAR.
|
E.
|
Each of the Time Share Lessees desires from time to time to sublease the Aircraft, with a flight crew, on a non-exclusive basis, from the Company on a time sharing basis.
|
F.
|
During the Term of this Agreement, the Aircraft will be subject to use by the Company and/or other one or more subleases to third-parties.
|
G.
|
The Company and various of the Time Share Lessees entered into an Aircraft Time Share Agreement dated as of December 8, 2004 (the "Original Agreement"), which was subsequently amended by Amendment No. 2, also dated as of December 8, 2004, to adjust the amount of the flight charges under Section 4.1, and which was amended by Amendments No. 1 and No. 3, dated as of January 13, 2005 and February 3, 2005, respectively, adding certain other Time Share Lessees; by the Amended and Restated Aircraft Time Sharing Agreement dated April 8, 2005, which in turn was supplemented by Supplement No. 1 to Amended and Restated Aircraft Time Sharing Agreement, dated as of May 17, 2005; by the Second Amended and Restated Master Aircraft Time Sharing Agreement, dated as of January 25, 2006; by the Third Amended and Restated Master Aircraft Time Sharing Agreement, dated as of October 3, 2006; and by the Fourth Amended and Restated Master Aircraft Time Sharing Agreement, dated as of May 21, 2008.
|
H.
|
Since May 21, 2008, (a) each of the prior Time Share Lessees, except those listed on Schedule 1 attached hereto, has ceased to be a Time Share Lessee, and (b) the Company has ceased to be the operator of certain of the Aircraft described in the Fourth Amended and Restated Master Aircraft Time Sharing Agreement.
|
I.
|
For convenience, the Company and the Time Share Lessees desire to restate the Agreement, as amended, in its entirety.
|
J.
|
By virtue of executing the Original Agreement, one or more of the amendments to the Original Agreement, or the Application To Be Bound, as the case may be, each of the Time Share Lessees and former Time Share Lessees has authorized the Company to execute and deliver this Agreement, and any necessary future amendments, on their behalf, as more fully provided below.
|
1.2.
|
Other Terms.
Unless otherwise specified, the following terms, whether or not capitalized, will have the following meanings as used in this Agreement. "Hereof", "herein", "hereunder" and similar terms refer to this Agreement as a whole, and are not limited to the section or subdivision of this Agreement in which the term appears. "Includes, "including" and similar terms mean without limitation. "Person" includes any natural person, corporation, general or limited partnership, limited liability company, other incorporated or unincorporated association, trust, governmental body or other entity.
|
2.1.
|
Agreement to Sublease.
The Company agrees to sublease the Aircraft to Time Share Lessees on an "as needed and as available" basis, and to provide a fully qualified flight crew for all flights of each Time Share Lessee, in accordance with the terms and conditions of this Agreement.
|
2.2.
|
Independent Agreements.
The Time Share Lessees are listed in a single document for the sole purpose of convenience of the Company. This Agreement constitutes a separate Time Sharing Agreement as between the Company and each Time Share Lessee. Without limiting the preceding sentence:
|
2.3.
|
Intent and Interpretation.
The parties hereto intend that this Agreement constitute, and this Agreement shall be interpreted as, a
Time Sharing Agreement
as defined in Section 91.501(c)(1) of the FAR.
|
2.4.
|
Non-Exclusivity.
Each Time Share Lessee acknowledges that the Aircraft is subleased to Time Share Lessees hereunder on a non-exclusive basis, and that the Aircraft will also be subject use by the Company and the Company's parent, subsidiaries, and affiliates, and may also be subject to non-exclusive sublease to others during the Term.
|
A)
|
This Agreement ends automatically as to any Time Share Lessee when that Time Share Lessee is neither an officer, director or employee of the Company nor of any parent corporation, subsidiary or affiliate of the Company.
|
B)
|
Each Time Share Lessee may terminate this Agreement with or without cause on 30 days written notice to the Company, and the Company may terminate this Agreement as to any one or more Time Share Lessees with or without cause on 30 days written notice to the Time Share Lessee or Lessees in question, without need in either case to notify any Time Share Lessee as to whom the Agreement is not being terminated.
|
C)
|
The term of this Agreement has terminated as to all prior Time Share Lessees, other than the persons listed as Time Share Lessees in Schedule 1.
|
D)
|
The Lease is terminated as to the Aircraft described in Schedule 3 attached hereto and made a part hereof.
|
4.1.
|
Flight Charges.
Each Time Share Lessee shall pay the Company for each flight conducted for that Time Share Lessee under this Agreement an amount equal to that Time Share Lessee's pro rata share of the
lesser
of the amount calculated under Section 4.1.1 and the amount calculated under Section 4.1.2.
|
4.2.
|
Pro Rata Share.
If two or more Time Share Lessees (which may include persons who are lessees under other time sharing agreements with the Company) lease the Aircraft for the same flight segment, each of them shall pay (a) all Flight Charges attributed to him or her for that Flight Segment to the extent calculated by the SIFL Rate, and (b) his or her pro rata share of the Flight Charges for that Flight Segment that are not calculated by the SIFL Rate.
|
7.1.
|
Submitting Flight Requests.
Each Time Share Lessee shall submit requests for flights and proposed flight schedules to the Company as far in advance of any given flight as possible, and in any case, at least 24 hours in advance of Time Share Lessee's planned departure. Time Share Lessee shall provide the Company at least the following information for each proposed flight at least 24 hours prior to scheduled departure: departure airport; destination airport; date and time of departure; the number of anticipated passengers; the nature and extent of luggage and/or cargo to be carried; the date and time of return flight, if any; and any other information concerning the proposed flight that may be pertinent or required by the Company or the Company's flight crew or that may be required by the FAR or other Applicable Law.
|
7.2.
|
Approval of Flight Requests.
Each use of an Aircraft by a Time Share Lessee will be subject to the Company's prior approval. The Company may approve or deny any flight scheduling request in the Company's sole discretion. Scheduling requests not approved in writing by 5:00 p.m. Columbus local time on the 2nd Business Day after the
|
7.3.
|
Subordinated Use of Aircraft.
Each Time Share Lessee's rights to schedule use of the Aircraft during the Term of this Agreement are at all times be subordinate to the Aircraft use requirements of the Company, and any parent corporation, subsidiary or affiliate of the Company (each a
"Company Related Entity").
The Company and each Company Related Entity may at all times preempt any scheduled, unscheduled, and anticipated use of the Aircraft by a Time Share Lessee, notwithstanding any prior approval by the Company of the Time Share Lessee's request to schedule a flight.
|
7.4.
|
Priority Use of Aircraft.
Subject to Section 7.2, Time Share Lessees' rights to schedule use of the Aircraft during the Term are at all times superior to the Aircraft use requirements of any person to whom the Company has subleased or hereafter subleases the Aircraft other than another Time Share Lessee or a Company Related Entity (any such person an
"Unrelated Sublessee"),
and a Time Share Lessee at all times may preempt any scheduled, unscheduled,
and
anticipated use of the Aircraft by any Unrelated Sublessee.
|
8.1.
|
Title and Registration; Subordination
.
Owners have exclusive legal and equitable title to the Aircraft.
The
Company has priority leasehold possessory rights to the Aircraft pursuant to the Headlease. Each Time Share Lessee acknowledges that title to the Aircraft will remain vested in Owner. Each Time Share Lessee shall, to the extent permitted by Applicable Law, do all such further acts, deeds, assurances or things as may, (i) in the reasonable opinion of the Owner, be necessary or desirable in order to protect or preserve the Company's title to the Aircraft, and (ii) in the reasonable opinion of the Company, be necessary or desirable in order to protect or preserve the Company's rights under the Headlease. Any rights Time Share Lessee may have in or to the Aircraft by virtue of this Agreement, including Time Share Lessee's rights to use of the Aircraft, are in all respects subject and subordinate to Owner's rights and interests under the Headlease, including, without limitation, the right of Owner to take possession of the Aircraft and Engines upon the Company's default under the Headlease. To the extent requested by Owner, its successors or assigns, each Time Share Lessee shall take all action necessary to continue all right, title and interest of Owner, its successors or assigns in the Aircraft under Applicable Law against any claims of any Time Share Lessee and any persons claiming by, through or under such Time Share Lessee.
|
8.2.
|
Aircraft Maintenance and Flight Crew.
The Company shall
be
solely responsible for maintenance, preventive maintenance and required or otherwise necessary inspections of the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventative maintenance, or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all Applicable Law, and within the sound discretion of the pilot in command.
|
8.3.
|
Flight Crews.
The Company shall provide to Time Share Lessee a qualified flight crew for each flight conducted in accordance with this Agreement. The Company may, if it so chooses, elect not to hire its own pilots for any given flight hereunder, but to contract instead for pilot services from a third party vendor. Whether or not the flight crew is supplied by a third party vendor, the flight crew
is
under the exclusive command and control of the Company in all phases of all flights conducted hereunder.
|
8.4.
|
OPERATIONAL CONTROL.
THE COMPANY SHALL HAVE AND MAINTAIN OPERATIONAL CONTROLOF THE AIRCRAFT FOR ALL FLIGHTS OPERATED UNDER THIS AGREEMENT. THE PARTIES INTEND THAT THIS AGREEMENT CONSTITUTE A "TIME SHARING AGREEMENT" AS DEFINED IN SECTION 91.501(C)(1) OF THE FAR. THE COMPANY SHALL EXERCISE EXCLUSIVE AUTHORITY OVER INITIATING, CONDUCTING, OR TERMINATING ANY FLIGHT CONDUCTED ON BEHALF OF A TIME SHARE LESSEE PURSUANT TO THIS AGREEMENT.
|
8.5 .
|
Authority of Pilot In Command.
Notwithstanding that the Company shall have Operational Control of the Aircraft during any flight conducted pursuant to this Agreement, the Pilot in Command, in his or her sole discretion, may terminate any flight, refuse to commence any flight, or take any other flight-related action which in the judgment of the Pilot in Command is necessitated by considerations of safety. The Pilot in Command shall have final and complete authority to postpone or cancel any flight for any reason or condition which in his or her judgment would compromise the safety of the flight. No such action of the Pilot in Command shall create or support any liability of the Company to a Time Share Lessee for loss, injury, damage or delay.
|
8.6.
|
Force Majeure.
The Company shall not be liable for delay or failure to furnish the Aircraft and flight crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other unforeseen or unanticipated
|
A)
|
Use the Aircraft solely for and on account of his or her own personal or business use, and shall not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire;
|
B)
|
Refrain from incurring any mechanic's or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement;
|
C)
|
Not attempt to convey, mortgage, assign, lease, sublease, or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and
|
D)
|
Abide by and conform, during the Term, to all Applicable Laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by a time sharing Time Share Lessee.
|
12.1.
|
Notices.
All notices hereunder shall be delivered by hand, sent by reputable guaranteed overnight delivery service, or sent by first-class United States mail, certified, postage prepaid, return receipt requested. Notice shall be deemed given when delivered or sent in the manner provided herein.
|
If to the Company:
|
|
If to Time Share Lessee:
|
|
|
|
Limited Brands Flight Department
|
|
Limited Brands Flight Department
|
4387 International Gateway
|
|
4387 International Gateway
|
Columbus, OH 43219
|
|
Columbus, OH 43219
|
|
|
|
Attention: Mr. Timothy P. Stehle
|
|
|
12.4.
|
No Agency or Partnership.
Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or of partnership or of joint venture.
|
12.5.
|
Successors and Assigns.
Each and all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and except as otherwise specifically provided in this Agreement, their respective successors and assigns, provided, however, that neither this Agreement, nor any rights herein granted may be assigned, transferred or encumbered by any party. Any purported or attempted transfer or assignment by either party without the written consent of the other shall be void and of no effect; provided, however, that the rights and obligations of the Company may be assigned without the consent of the Time Share Lessees to any assignee of the Company's rights and obligations under the Headlease.
|
12.6.
|
Third Parties.
Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement.
|
12.7.
|
Joint Preparation.
This Agreement is to be deemed to have been prepared jointly by the parties hereto, and any uncertainty or ambiguity existing herein, if any, shall not be interpreted against any party, but shall be interpreted according to the application of rules of interpretation for arm's-length agreements.
|
12.8.
|
Captions; Recitals.
The captions and section numbers appearing this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. The Recitals at the beginning of this Agreement are intended to give an understanding of the factual background that led the parties to enter into this Agreement. The Recitals are not intended to be warranties, representations, covenants, or otherwise contractually binding.
|
12.9.
|
Prohibited or Unenforceable Provisions.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction. To the extent permitted by applicable law, each of the Company and Time Share Lessee hereby waives any provision of applicable law which renders any provision hereof prohibited or unenforceable in any respect.
|
13.1
|
Amendments, Addenda, and Supplements.
Each Time Share Lessee (including every person who later becomes a Time Share Lessee) authorizes the Company at any time, and from time to time, to do any or all of the following in the name of, and on behalf of, the Time Share Lessee, which authorization and power is coupled with an interest and shall be irrevocable:
|
13.2
|
Schedules and Exhibits.
Each schedule or exhibit that is referred to in and attached to this Agreement is incorporated in this Agreement by reference.
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
February 2, 2013
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
|
January 31, 2009
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
(in millions)
|
||||||||||||||||||
Income before income taxes,
noncontrolling interest and cumulative
effect of change in accounting principle
|
$
|
1,280
|
|
|
$
|
1,226
|
|
|
$
|
1,251
|
|
|
$
|
650
|
|
|
$
|
449
|
|
Fixed charges (excluding capitalized
interest)
|
426
|
|
|
354
|
|
|
329
|
|
|
357
|
|
|
297
|
|
|||||
Distributions from equity method
investments, net of income or loss from
equity investees
|
11
|
|
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
|
102
|
|
|||||
Total earnings
|
$
|
1,717
|
|
|
$
|
1,580
|
|
|
$
|
1,577
|
|
|
$
|
1,002
|
|
|
$
|
848
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of minimum rent representative of interest
|
$
|
107
|
|
|
$
|
105
|
|
|
$
|
118
|
|
|
$
|
118
|
|
|
$
|
115
|
|
Interest on indebtedness (including
capitalized interest)
|
317
|
|
|
246
|
|
|
208
|
|
|
238
|
|
|
184
|
|
|||||
Total fixed charges
|
$
|
424
|
|
|
$
|
351
|
|
|
$
|
326
|
|
|
$
|
356
|
|
|
$
|
299
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.1
|
|
|
4.5
|
|
|
4.8
|
|
|
2.8
|
|
|
2.8
|
|
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 February 2, 2013.
|
(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, 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.
|
(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 limited partnership and majority owned by Limited (Overseas) 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.
|
(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, 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, 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.
|
(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 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.
|
(n)
|
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.
|
(o)
|
Bath & Body Works, 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 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.
|
(p)
|
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.
|
(q)
|
beautyAvenues, LLC, 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.
|
(r)
|
Intimate Brands, Inc., a Delaware corporation, is a wholly owned subsidiary of the registrant.
|
(s)
|
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.
|
(t)
|
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 Canadian Holdings S.a.r.l, a Luxembourg 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 limited partnership 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.
|
(u)
|
Bath & Body Works (Canada) Corporation, a Nova Scotia corporation, is a wholly owned subsidiary of Limited Brands Canada, a Nova Scotia corporation and a wholly owned subsidiary of Canadian Holdings S.a.r.l, a Luxembourg 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 limited partnership 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.
|
(v)
|
Victoria's Secret (Canada) Corporation, a Nova Scotia corporation, is a wholly owned subsidiary of Limited Brands Canada, a Nova Scotia corporation and a wholly owned subsidiary of Canadian Holdings S.a.r.l, a Luxembourg corporation and a wholly owned subsidiary of Canada Brands Finance LP, an Alberta limited partnership and a majority
|
(w)
|
Victoria's Secret UK Limited, a United Kingdom limited company, is 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 limited partnership 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.
|
(x)
|
Victoria's Secret Stores Puerto Rico, LLC, a Puerto Rico limited liability company, is 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 limited partnership 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.
|
/s/ LESLIE H. WEXNER
|
Leslie H. Wexner
|
/s/ E. GORDON GEE
|
E. Gordon Gee
|
/s/ DENNIS S. HERSCH
|
Dennis S. Hersch
|
/s/ JAMES L. HESKETT
|
James L. Heskett
|
/s/ DONNA A. JAMES
|
Donna A. James
|
/s/ DAVID T. KOLLAT
|
David T. Kollat
|
/s/ WILLIAM R. LOOMIS, JR.
|
William R. Loomis, Jr.
|
/s/ JEFFREY H. MIRO
|
Jeffrey H. Miro
|
/s/ MICHAEL MORRIS
|
Michael Morris
|
/s/ ALLAN R. TESSLER
|
Allan R. Tessler
|
/s/ ABIGAIL S. WEXNER
|
Abigail S. Wexner
|
/s/ RAYMOND ZIMMERMAN
|
Raymond Zimmerman
|
1.
|
I have reviewed this annual report on Form 10-K of Limited Brands, Inc.;
|
2.
|
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;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (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
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ LESLIE H. WEXNER
|
|
Leslie H. Wexner
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Limited Brands, Inc.;
|
2.
|
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;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (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 22, 2013
for the fiscal year ended
February 2, 2013
(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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