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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,
Columbus, Ohio
(Address of principal executive offices)
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43230
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.50 Par Value
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The New York Stock Exchange
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Page No.
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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January 31, 2015
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February 1, 2014
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Victoria’s Secret Stores U.S.
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983
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977
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PINK U.S.
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115
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83
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Victoria’s Secret Canada
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31
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24
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PINK Canada
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10
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10
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Bath & Body Works U.S.
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1,558
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1,559
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Bath & Body Works Canada
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88
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79
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Victoria's Secret U.K.
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8
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5
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PINK U.K.
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2
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—
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La Senza Canada
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145
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157
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Henri Bendel
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29
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29
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Total
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2,969
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2,923
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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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||||
2014
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2,923
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81
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(35
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)
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2,969
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2013
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2,876
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81
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(34
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)
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2,923
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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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January 31, 2015
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February 1, 2014
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Victoria’s Secret Beauty and Accessories
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290
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198
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Victoria’s Secret
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13
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4
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PINK
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1
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—
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Bath & Body Works
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80
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55
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La Senza
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266
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331
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Total
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650
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588
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•
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At Victoria’s Secret, we market products to the college-aged woman with PINK and then transition her into glamorous and sexy product lines, such as Body by Victoria, Angels and Very Sexy. While bras and panties are the core of what we do, these brands also give our customers choices in loungewear, 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 sells 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 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 franchise, license and wholesale partners;
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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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disruption 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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•
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fluctuations in foreign currency exchange rates;
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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-related 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 maintain the security of customer, associate, supplier or company information;
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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 due to labor disputes; and
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•
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changing expectations regarding product safety due to new legislation or other factors.
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Location
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Use
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Approximate
Square
Footage
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Columbus, Ohio area
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Corporate, distribution and shipping
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6,388,000
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New York, New York
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Office, sourcing and product development/design
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645,000
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Montreal, Quebec, Canada
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Office, distribution and shipping
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160,000
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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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60,000
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Various international locations
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Office and sourcing
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67,000
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•
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266
La Senza stores in
29
countries;
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•
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80
Bath & Body Works stores in
23
countries;
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•
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14
Victoria's Secret stores in
6
Middle Eastern countries; and
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•
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290
Victoria’s Secret Beauty and Accessories stores and various small-format locations in more than
70
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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2014
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Fourth quarter
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$
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87.58
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$
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71.46
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$
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0.34
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Third quarter
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73.24
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57.93
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0.34
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Second quarter
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61.95
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53.03
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0.34
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|||||
First quarter
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59.95
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50.78
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1.34
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(a)
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2013
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Fourth quarter
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$
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67.12
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$
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51.72
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$
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0.30
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Third quarter
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63.05
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54.73
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0.30
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Second quarter
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58.69
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48.76
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0.30
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First quarter
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51.27
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42.49
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0.30
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(a)
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In February 2014, our Board of Directors declared an increase in our quarterly common stock dividend from $0.30 to $0.34 per share and a special dividend of $1 per share. Both dividends were distributed on March 7, 2014 to shareholders of record at the close of business on February 21, 2014.
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(a)
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This table represents $100 invested in stock or in index at the closing price on January 30, 2010 including reinvestment of dividends.
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(b)
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The January 31, 2015 cumulative total return includes the $1 special dividend in March 2014.
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(c)
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The February 2, 2013 cumulative total return includes the $1 and $3 special dividends in September 2012 and December 2012, respectively.
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(d)
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The January 28, 2012 cumulative total return includes the $1 and $2 special dividends in May 2011 and December 2011, respectively.
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(e)
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The January 29, 2011 cumulative total return includes the $1 and $3 special dividends in March 2010 and December 2010, respectively.
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Period
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Total
Number of
Shares
Purchased (a)
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Average Price
Paid per
Share (b)
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Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs (c)
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Maximum
Number of Shares (or
Approximate
Dollar Value) that May
Yet be Purchased
Under the Programs (c)
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||||||
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(in thousands)
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(in thousands)
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||||||||
November 2014
|
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32
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$
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76.06
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—
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$
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131,193
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December 2014
|
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2
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|
|
85.39
|
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—
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|
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131,193
|
|
||
January 2015
|
|
492
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|
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81.47
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|
|
491
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|
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91,194
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Total
|
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526
|
|
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81.16
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|
|
491
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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
18
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
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Fiscal Year Ended
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||||||||||||||||||
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January 31, 2015
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February 1, 2014
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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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(in millions)
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Summary of Operations
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Net Sales
|
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$
|
11,454
|
|
|
$
|
10,773
|
|
|
$
|
10,459
|
|
|
$
|
10,364
|
|
|
$
|
9,613
|
|
Gross Profit
|
|
4,808
|
|
|
4,429
|
|
|
4,386
|
|
|
4,057
|
|
|
3,631
|
|
|||||
Operating Income (b)
|
|
1,953
|
|
|
1,743
|
|
|
1,573
|
|
|
1,238
|
|
|
1,284
|
|
|||||
Net Income (c)
|
|
1,042
|
|
|
903
|
|
|
753
|
|
|
850
|
|
|
805
|
|
|||||
|
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(as a percentage of net sales)
|
||||||||||||||||||
Gross Profit
|
|
42.0
|
%
|
|
41.1
|
%
|
|
41.9
|
%
|
|
39.1
|
%
|
|
37.8
|
%
|
|||||
Operating Income
|
|
17.1
|
%
|
|
16.2
|
%
|
|
15.0
|
%
|
|
11.9
|
%
|
|
13.4
|
%
|
|||||
Net Income
|
|
9.1
|
%
|
|
8.4
|
%
|
|
7.2
|
%
|
|
8.2
|
%
|
|
8.4
|
%
|
|||||
|
|
|
|
|
|
|
|
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|
||||||||||
Per Share Results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Basic Share
|
|
$
|
3.57
|
|
|
$
|
3.12
|
|
|
$
|
2.60
|
|
|
$
|
2.80
|
|
|
$
|
2.49
|
|
Net Income Per Diluted Share
|
|
$
|
3.50
|
|
|
$
|
3.05
|
|
|
$
|
2.54
|
|
|
$
|
2.70
|
|
|
$
|
2.42
|
|
Dividends Per Share
|
|
$
|
2.36
|
|
|
$
|
1.20
|
|
|
$
|
5.00
|
|
|
$
|
3.80
|
|
|
$
|
4.60
|
|
Weighted Average Diluted Shares Outstanding (in millions)
|
|
298
|
|
|
296
|
|
|
297
|
|
|
314
|
|
|
333
|
|
|||||
|
|
|
|
|
|
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|
||||||||||
Other Financial Information
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(in millions)
|
||||||||||||||||||
Cash and Cash Equivalents
|
|
$
|
1,681
|
|
|
$
|
1,519
|
|
|
$
|
773
|
|
|
$
|
935
|
|
|
$
|
1,130
|
|
Total Assets
|
|
7,544
|
|
|
7,198
|
|
|
6,019
|
|
|
6,108
|
|
|
6,451
|
|
|||||
Working Capital
|
|
1,553
|
|
|
1,324
|
|
|
667
|
|
|
842
|
|
|
1,088
|
|
|||||
Net Cash Provided by Operating Activities
|
|
1,786
|
|
|
1,248
|
|
|
1,351
|
|
|
1,266
|
|
|
1,284
|
|
|||||
Capital Expenditures
|
|
715
|
|
|
691
|
|
|
588
|
|
|
426
|
|
|
274
|
|
|||||
Long-term Debt
|
|
4,765
|
|
|
4,761
|
|
|
4,477
|
|
|
3,481
|
|
|
2,507
|
|
|||||
Other Long-term Liabilities
|
|
820
|
|
|
770
|
|
|
818
|
|
|
780
|
|
|
761
|
|
|||||
Shareholders’ Equity (Deficit)
|
|
18
|
|
|
(370
|
)
|
|
(1,015
|
)
|
|
137
|
|
|
1,476
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable Store Sales Increase (d)
|
|
4
|
%
|
|
2
|
%
|
|
6
|
%
|
|
10
|
%
|
|
9
|
%
|
|||||
Return on Average Assets
|
|
14
|
%
|
|
14
|
%
|
|
12
|
%
|
|
14
|
%
|
|
12
|
%
|
|||||
Current Ratio
|
|
1.9
|
|
|
1.7
|
|
|
1.4
|
|
|
1.6
|
|
|
1.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stores and Associates at End of Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of Stores (e)
|
|
2,969
|
|
|
2,923
|
|
|
2,876
|
|
|
2,941
|
|
|
2,968
|
|
|||||
Selling Square Feet (in thousands) (e)
|
|
11,536
|
|
|
11,169
|
|
|
10,849
|
|
|
10,934
|
|
|
10,974
|
|
|||||
Number of Associates
|
|
80,100
|
|
|
94,600
|
|
|
99,400
|
|
|
97,000
|
|
|
96,500
|
|
(a)
|
The fiscal year ended February 2, 2013 ("2012") represents a 53-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 a 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;
|
(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 to the Limited Brands Foundation; an
$86 million
gain related to the sale of Express 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.
|
(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. The percentage change in comparable store sales are calculated on a comparable calendar period. Therefore, the percentage change in comparable store sales for 2014, 2013, 2011 and 2010 were calculated on a 52 to 52 week basis and the percentage change in comparable store sales for 2012 was calculated on a 53 to 53 week basis.
|
(e)
|
Number of stores and selling square feet excludes independently owned Victoria's Secret Beauty and Accessories, Victoria's Secret International, Bath & Body Works International and La Senza International stores operated by our partners.
|
•
|
Grow our business in North America;
|
•
|
Extend our core brands internationally;
|
•
|
Focus on the fundamentals of our business including managing inventory, expenses and capital with discipline;
|
•
|
Attracting and retaining top talent;
|
•
|
Maintaining a strong cash and liquidity position while optimizing our capital structure; and
|
•
|
Returning value to our shareholders.
|
•
|
Victoria's Secret Beauty and Accessories Stores
—Our partners opened 92 net new Victoria’s Secret Beauty and Accessories stores, bringing the total to 290. These stores are located in local markets, airports and tourist destinations. These stores are focused on Victoria’s Secret branded beauty and accessory products and are operated by our partners. Our partners plan to open approximately 120 additional Victoria’s Secret Beauty and Accessories stores in
2015
.
|
•
|
Victoria’s Secret International Stores
—We opened three company-owned Victoria’s Secret full-assortment stores and two Victoria’s Secret PINK stores in the U.K., bringing the total in the U.K. to 10. In 2015, we plan to open four additional Victoria’s Secret full-assortment stores in the U.K. Additionally, a partner opened nine Victoria’s Secret full-assortment stores and one Victoria's Secret PINK store in the Middle East in 2014, bringing the total to 14. Our partners plan to open eight to 10 more stores in
2015
, including two PINK stores.
|
•
|
Bath & Body Works International Stores
—Our partners opened 25 net new Bath & Body Works stores in
2014
bringing the total in the Middle East, Latin America, Southeast Asia and Eastern Europe to 80. Our partners plan to open approximately 50 additional stores in
2015
.
|
•
|
Increased earnings per share by 15% to $3.50;
|
•
|
Increased focus on our core categories by exiting most apparel categories at Victoria's Secret Direct and the make-up business at Victoria's Secret Stores;
|
•
|
Our capital expenditures of
$715 million
included $553 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;
|
•
|
Continued to expand company-owned Victoria's Secret stores in the U.K. and Canada and company-owned Bath & Body Works stores in Canada; and
|
•
|
Continued to expand Bath & Body Works and Victoria’s Secret stores and Victoria’s Secret Beauty and Accessories stores with partners throughout the world.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Detail of Special Items included in Operating Income - Income (Expense)
|
|
|
|
|
|
||||||
La Senza Goodwill and Intangible Asset Impairment Charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(93
|
)
|
Henri Bendel Long-lived Store Asset Impairment Charges
|
—
|
|
|
—
|
|
|
(27
|
)
|
|||
La Senza Restructuring Charges
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||
Total Special Items included in Operating Income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(134
|
)
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Other Income - Income (Expense)
|
|
|
|
|
|
||||||
Gain on Distributions from Easton Investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Total Special Items included in Other Income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Provision for Income Taxes - Benefit (Provision)
|
|
|
|
|
|
||||||
Tax effect of Special Items included in Operating Income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Tax effect of Special Items included in Other Income
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Total Special Items included in Provision for Income Taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Operating Income to Adjusted Operating Income
|
|
|
|
|
|
||||||
Reported Operating Income
|
$
|
1,953
|
|
|
$
|
1,743
|
|
|
$
|
1,573
|
|
Special Items included in Operating Income
|
—
|
|
|
—
|
|
|
134
|
|
|||
Adjusted Operating Income
|
$
|
1,953
|
|
|
$
|
1,743
|
|
|
$
|
1,707
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Net Income to Adjusted Net Income
|
|
|
|
|
|
||||||
Reported Net Income
|
$
|
1,042
|
|
|
$
|
903
|
|
|
$
|
753
|
|
Special Items included in Net Income
|
—
|
|
|
—
|
|
|
114
|
|
|||
Adjusted Net Income
|
$
|
1,042
|
|
|
$
|
903
|
|
|
$
|
867
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Earnings Per Share to Adjusted Earnings Per Share
|
|
|
|
|
|
||||||
Reported Earnings Per Share
|
$
|
3.50
|
|
|
$
|
3.05
|
|
|
$
|
2.54
|
|
Special Items included in Earnings Per Share
|
—
|
|
|
—
|
|
|
0.38
|
|
|||
Adjusted Earnings Per Share
|
$
|
3.50
|
|
|
$
|
3.05
|
|
|
$
|
2.92
|
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
||||||||
Sales per Average Selling Square Foot
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
$
|
836
|
|
|
$
|
824
|
|
|
$
|
817
|
|
|
1
|
%
|
|
1
|
%
|
Bath & Body Works U.S.
|
774
|
|
|
725
|
|
|
718
|
|
|
7
|
%
|
|
1
|
%
|
|||
Sales per Average Store (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
$
|
5,061
|
|
|
$
|
4,969
|
|
|
$
|
4,892
|
|
|
2
|
%
|
|
2
|
%
|
Bath & Body Works U.S.
|
1,828
|
|
|
1,714
|
|
|
1,701
|
|
|
7
|
%
|
|
1
|
%
|
|||
Average Store Size (selling square feet)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
6,083
|
|
|
6,018
|
|
|
6,038
|
|
|
1
|
%
|
|
—
|
%
|
|||
Bath & Body Works U.S.
|
2,359
|
|
|
2,364
|
|
|
2,365
|
|
|
—
|
%
|
|
—
|
%
|
|||
Total Selling Square Feet (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
6,679
|
|
|
6,379
|
|
|
6,153
|
|
|
5
|
%
|
|
4
|
%
|
|||
Bath & Body Works U.S.
|
3,675
|
|
|
3,685
|
|
|
3,716
|
|
|
—
|
%
|
|
(1
|
)%
|
Number of Stores
|
|
2014
|
|
2013
|
|
2012
|
|||
Victoria’s Secret U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,060
|
|
|
1,019
|
|
|
1,017
|
|
Opened
|
|
45
|
|
|
54
|
|
|
22
|
|
Closed
|
|
(7
|
)
|
|
(13
|
)
|
|
(20
|
)
|
End of Period
|
|
1,098
|
|
|
1,060
|
|
|
1,019
|
|
Victoria’s Secret Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
34
|
|
|
26
|
|
|
19
|
|
Opened
|
|
7
|
|
|
8
|
|
|
7
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
41
|
|
|
34
|
|
|
26
|
|
Bath & Body Works U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,559
|
|
|
1,571
|
|
|
1,587
|
|
Opened
|
|
14
|
|
|
8
|
|
|
4
|
|
Closed
|
|
(15
|
)
|
|
(20
|
)
|
|
(20
|
)
|
End of Period
|
|
1,558
|
|
|
1,559
|
|
|
1,571
|
|
Bath & Body Works Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
79
|
|
|
71
|
|
|
69
|
|
Opened
|
|
10
|
|
|
8
|
|
|
3
|
|
Closed
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
End of Period
|
|
88
|
|
|
79
|
|
|
71
|
|
Victoria's Secret U.K.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
5
|
|
|
2
|
|
|
—
|
|
Opened
|
|
5
|
|
|
3
|
|
|
2
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
10
|
|
|
5
|
|
|
2
|
|
La Senza
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
157
|
|
|
158
|
|
|
230
|
|
Opened
|
|
—
|
|
|
—
|
|
|
—
|
|
Closed (a)
|
|
(12
|
)
|
|
(1
|
)
|
|
(72
|
)
|
End of Period
|
|
145
|
|
|
157
|
|
|
158
|
|
Henri Bendel
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
29
|
|
|
29
|
|
|
19
|
|
Opened
|
|
—
|
|
|
—
|
|
|
10
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
29
|
|
|
29
|
|
|
29
|
|
Total
|
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
2,923
|
|
|
2,876
|
|
|
2,941
|
|
Opened
|
|
81
|
|
|
81
|
|
|
48
|
|
Closed
|
|
(35
|
)
|
|
(34
|
)
|
|
(113
|
)
|
End of Period
|
|
2,969
|
|
|
2,923
|
|
|
2,876
|
|
(a)
|
In the fourth quarter of 2011 and second quarter of 2012, we initiated restructuring programs designed to resize a portion of La Senza's store fleet. Under these programs, we closed 79 underperforming stores through the first quarter of 2013. Of these stores, 12 were closed in 2011, 66 were closed in 2012, and 1 was closed in 2013. For additional information, see Note
4
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplemental Data.
|
Number of Stores
|
|
2014
|
|
2013
|
|
2012
|
|||
Victoria’s Secret Beauty & Accessories
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
198
|
|
|
108
|
|
|
57
|
|
Opened
|
|
99
|
|
|
95
|
|
|
53
|
|
Closed
|
|
(7
|
)
|
|
(5
|
)
|
|
(2
|
)
|
End of Period
|
|
290
|
|
|
198
|
|
|
108
|
|
Victoria's Secret
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
4
|
|
|
3
|
|
|
—
|
|
Opened
|
|
10
|
|
|
1
|
|
|
3
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
14
|
|
|
4
|
|
|
3
|
|
Bath & Body Works
|
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
55
|
|
|
38
|
|
|
18
|
|
Opened
|
|
26
|
|
|
17
|
|
|
20
|
|
Closed
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
End of Period
|
|
80
|
|
|
55
|
|
|
38
|
|
La Senza
|
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
331
|
|
|
339
|
|
|
289
|
|
Opened
|
|
6
|
|
|
28
|
|
|
98
|
|
Closed
|
|
(71
|
)
|
|
(36
|
)
|
|
(48
|
)
|
End of Period
|
|
266
|
|
|
331
|
|
|
339
|
|
Total
|
|
|
|
|
|
|
|
|
|
Beginning of Period
|
|
588
|
|
|
488
|
|
|
364
|
|
Opened
|
|
141
|
|
|
141
|
|
|
174
|
|
Closed
|
|
(79
|
)
|
|
(41
|
)
|
|
(50
|
)
|
End of Period
|
|
650
|
|
|
588
|
|
|
488
|
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
1,271
|
|
|
$
|
1,153
|
|
|
17.6
|
%
|
|
16.8
|
%
|
Bath & Body Works
|
737
|
|
|
648
|
|
|
22.0
|
%
|
|
20.8
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
78
|
|
|
38
|
|
|
23.2
|
%
|
|
17.3
|
%
|
||
Other (a)
|
(133
|
)
|
|
(96
|
)
|
|
(23.8
|
)%
|
|
(17.5
|
)%
|
||
Total
|
$
|
1,953
|
|
|
$
|
1,743
|
|
|
17.1
|
%
|
|
16.2
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
|
2014
|
|
2013
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
$
|
5,700
|
|
|
$
|
5,368
|
|
|
6
|
%
|
Victoria’s Secret Direct
|
1,507
|
|
|
1,516
|
|
|
(1
|
)%
|
||
Total Victoria’s Secret
|
7,207
|
|
|
6,884
|
|
|
5
|
%
|
||
Bath & Body Works Stores (a)
|
3,048
|
|
|
2,868
|
|
|
6
|
%
|
||
Bath & Body Works Direct
|
302
|
|
|
250
|
|
|
20
|
%
|
||
Total Bath & Body Works
|
3,350
|
|
|
3,118
|
|
|
7
|
%
|
||
Victoria's Secret and Bath & Body Works International (b)
|
336
|
|
|
222
|
|
|
51
|
%
|
||
Other (c)
|
561
|
|
|
549
|
|
|
2
|
%
|
||
Total Net Sales
|
$
|
11,454
|
|
|
$
|
10,773
|
|
|
6
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
Includes Victoria's Secret and Bath & Body Works company-owned and partner-operated stores outside of the U.S. and Canada.
|
(c)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
|
Victoria’s
Secret
|
|
Bath &
Body Works
|
|
Victoria’s Secret
and
Bath & Body
Works
International
|
|
Other
|
|
Total
|
||||||||||
|
|
||||||||||||||||||
2013 Net Sales
|
$
|
6,884
|
|
|
$
|
3,118
|
|
|
$
|
222
|
|
|
$
|
549
|
|
|
$
|
10,773
|
|
Comparable Store Sales
|
146
|
|
|
156
|
|
|
14
|
|
|
9
|
|
|
325
|
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
199
|
|
|
37
|
|
|
35
|
|
|
(10
|
)
|
|
261
|
|
|||||
Foreign Currency Translation
|
(13
|
)
|
|
(13
|
)
|
|
2
|
|
|
(17
|
)
|
|
(41
|
)
|
|||||
Direct Channels
|
(9
|
)
|
|
52
|
|
|
—
|
|
|
6
|
|
|
49
|
|
|||||
International Wholesale, Royalty and Other
|
—
|
|
|
—
|
|
|
63
|
|
|
24
|
|
|
87
|
|
|||||
2014 Net Sales
|
$
|
7,207
|
|
|
$
|
3,350
|
|
|
$
|
336
|
|
|
$
|
561
|
|
|
$
|
11,454
|
|
|
2014
|
|
2013
|
||
Victoria’s Secret (a) (b)
|
3
|
%
|
|
2
|
%
|
Bath & Body Works (a) (b)
|
6
|
%
|
|
1
|
%
|
Total Comparable Store Sales (b) (c)
|
4
|
%
|
|
2
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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. The percentage change in comparable store sales are calculated on a comparable calendar period.
|
(c)
|
Includes Victoria's Secret U.S., Victoria's Secret Canada, Bath & Body Works U.S., Bath & Body Works Canada, Victoria's Secret U.K., La Senza and Henri Bendel.
|
•
|
At Victoria's Secret Stores, net sales increased
6%
due to the performance in PINK, core lingerie and sport driven by a compelling merchandise assortment that incorporated newness, innovation and fashion, as well as in-store execution. These results were partially offset by a decrease in beauty driven by the exit of the make-up category.
|
•
|
At Victoria's Secret Direct, net sales were roughly flat due to the decrease in non go-forward apparel offset by increases in PINK, core lingerie, go-forward apparel, sport and beauty. We are shifting our focus to the core categories of the brand including lingerie, PINK and beauty. As a result, net sales in the non go-forward apparel category are declining as we reduce style counts and related inventory.
|
•
|
At Victoria's Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales and less promotional activity. 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, investments in real estate and store-related activity.
|
•
|
At Victoria's Secret Direct, gross profit decreased due to lower merchandise margin dollars as a result of the decrease in net sales and increased promotional activity in the non go-forward apparel business.
|
•
|
At Bath & Body Works Stores, gross profit increased due to higher merchandise margin dollars related to 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 other product-related costs.
|
•
|
At Bath & Body Works Direct, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales.
|
|
2014
|
|
2013
|
||||
Average daily borrowings (in millions)
|
$
|
4,910
|
|
|
$
|
4,614
|
|
Average borrowing rate (in percentages)
|
6.6
|
%
|
|
6.8
|
%
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
509
|
|
|
$
|
463
|
|
|
21.2
|
%
|
|
20.1
|
%
|
Bath & Body Works
|
449
|
|
|
396
|
|
|
32.0
|
%
|
|
30.9
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
29
|
|
|
16
|
|
|
27.9
|
%
|
|
22.2
|
%
|
||
Other (a)
|
(30
|
)
|
|
(12
|
)
|
|
(20.1
|
)%
|
|
(8.0
|
)%
|
||
Total
|
$
|
957
|
|
|
$
|
863
|
|
|
23.5
|
%
|
|
22.6
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
Fourth Quarter
|
|
2014
|
|
2013
|
|
% Change
|
|||||
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
|
$
|
1,914
|
|
|
$
|
1,798
|
|
|
6
|
%
|
Victoria’s Secret Direct
|
|
492
|
|
|
504
|
|
|
(2
|
)%
|
||
Total Victoria’s Secret
|
|
2,406
|
|
|
2,302
|
|
|
5
|
%
|
||
Bath & Body Works Stores (a)
|
|
1,277
|
|
|
1,182
|
|
|
8
|
%
|
||
Bath & Body Works Direct
|
|
127
|
|
|
101
|
|
|
25
|
%
|
||
Total Bath & Body Works
|
|
1,404
|
|
|
1,283
|
|
|
9
|
%
|
||
Victoria's Secret and Bath & Body Works International (b)
|
|
106
|
|
|
75
|
|
|
40
|
%
|
||
Other (c)
|
|
153
|
|
|
158
|
|
|
(3
|
)%
|
||
Total Net Sales
|
|
$
|
4,069
|
|
|
$
|
3,818
|
|
|
7
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
Includes Victoria's Secret and Bath & Body Works company-owned and partner-operated stores outside of the U.S. and Canada.
|
(c)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
Fourth Quarter
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Victoria’s Secret
and
Bath & Body
Works
International
|
|
Other
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
2013 Net Sales
|
|
$
|
2,302
|
|
|
$
|
1,283
|
|
|
$
|
75
|
|
|
$
|
158
|
|
|
$
|
3,818
|
|
Comparable Store Sales
|
|
59
|
|
|
91
|
|
|
4
|
|
|
4
|
|
|
158
|
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
63
|
|
|
10
|
|
|
12
|
|
|
(6
|
)
|
|
79
|
|
|||||
Foreign Currency Translation
|
|
(6
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(20
|
)
|
|||||
Direct Channels
|
|
(12
|
)
|
|
26
|
|
|
—
|
|
|
3
|
|
|
17
|
|
|||||
International, Wholesale, Royalty and Other
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
2014 Net Sales
|
|
$
|
2,406
|
|
|
$
|
1,404
|
|
|
$
|
106
|
|
|
$
|
153
|
|
|
$
|
4,069
|
|
Fourth Quarter
|
|
2014
|
|
2013
|
||
Victoria’s Secret (a) (b)
|
|
4
|
%
|
|
2
|
%
|
Bath & Body Works (a) (b)
|
|
8
|
%
|
|
(1
|
)%
|
Total Comparable Store Sales (b) (c)
|
|
6
|
%
|
|
1
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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. The percentage change in comparable store sales are calculated on a comparable calendar period.
|
(c)
|
Includes Victoria's Secret U.S., Victoria's Secret Canada, Bath & Body Works U.S., Bath & Body Works Canada, Victoria's Secret U.K., La Senza and Henri Bendel.
|
•
|
At Victoria’s Secret Stores, net sales increased
6%
due to the performance in PINK, core lingerie and sport driven by a compelling merchandise assortment that incorporated newness, innovation and fashion, as well as in-store execution. These results were partially offset by a decrease in beauty driven by the exit of the make-up category.
|
•
|
At Victoria’s Secret Direct, net sales decreased
2%
due to the decrease in non go-forward apparel partially offset by increases in PINK, core lingerie, go-forward apparel, sport and beauty. We are shifting our focus to the core categories of the brand including lingerie, PINK and beauty. As a result, net sales in the non go-forward apparel category are declining as we reduce style counts and related inventory.
|
•
|
At Bath & Body Works Stores, net sales increased
8%
related to increases across most categories including home fragrance, soaps and sanitizers, Signature Collection and giftsets.
|
•
|
At Bath & Body Works Direct, net sales increased
25%
related to 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 and less promotional activity. 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, investments in real estate and store-related activity.
|
•
|
At Victoria's Secret Direct, gross profit was roughly flat to last year. An increase in gross profit, due to higher merchandise margin dollars primarily due to increases in net sales in the core categories of PINK, core lingerie, go-forward apparel and sport, was offset by a decrease in net sales in the non go-forward apparel business.
|
•
|
At Bath & Body Works Stores, gross profit increased due to higher merchandise margin dollars related to 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 Bath & Body Works Direct, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales.
|
Fourth Quarter
|
|
2014
|
|
2013
|
||||
Average daily borrowings (in millions)
|
|
$
|
4,750
|
|
|
$
|
4,963
|
|
Average borrowing rate (in percentages)
|
|
6.6
|
%
|
|
6.7
|
%
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
1,153
|
|
|
$
|
1,207
|
|
|
16.8
|
%
|
|
17.9
|
%
|
Bath & Body Works
|
648
|
|
|
629
|
|
|
20.8
|
%
|
|
20.5
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
38
|
|
|
4
|
|
|
17.3
|
%
|
|
2.8
|
%
|
||
Other (a) (b) (c) (d)
|
(96
|
)
|
|
(267
|
)
|
|
(17.5
|
)%
|
|
(52.1
|
)%
|
||
Total
|
$
|
1,743
|
|
|
$
|
1,573
|
|
|
16.2
|
%
|
|
15.0
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
(b)
|
2012 includes $93 million impairments of goodwill, trade name and other intangible assets at La Senza. For additional information, see Note
7
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
6
to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplemental Data.
|
(d)
|
2012 includes $14 million of expense associated with restructuring activities at La Senza. For additional information, see Note
4
to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplemental Data.
|
|
2013
|
|
2012 (d)
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria's Secret Stores (a)
|
$
|
5,368
|
|
|
$
|
5,147
|
|
|
4
|
%
|
Victoria's Secret Direct
|
1,516
|
|
|
1,593
|
|
|
(5
|
)%
|
||
Total Victoria's Secret
|
6,884
|
|
|
6,740
|
|
|
2
|
%
|
||
Bath & Body Works Stores (a)
|
2,868
|
|
|
2,858
|
|
|
—
|
%
|
||
Bath & Body Works Direct
|
250
|
|
|
216
|
|
|
16
|
%
|
||
Total Bath & Body Works
|
3,118
|
|
|
3,074
|
|
|
1
|
%
|
||
Victoria's Secret and Bath & Body Works International (b)
|
222
|
|
|
132
|
|
|
68
|
%
|
||
Other (c)
|
549
|
|
|
513
|
|
|
7
|
%
|
||
Total Net Sales
|
$
|
10,773
|
|
|
$
|
10,459
|
|
|
3
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
Includes Victoria's Secret and Bath & Body Works company-owned and partner-operated stores outside of the U.S. and Canada.
|
(c)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
(d)
|
We utilize the retail calendar for reporting. As such, the results for fiscal year 2013 represent the 52-week period ended February 1, 2014, and the results for 2012 represent the 53-week period ended February 2, 2013. The extra week in 2012 accounted for approximately $125 million in incremental net sales.
|
|
Victoria's
Secret |
|
Bath &
Body Works
|
|
Victoria's Secret
and
Bath & Body Works International
|
|
Other
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
2012 Net Sales
|
$
|
6,740
|
|
|
$
|
3,074
|
|
|
$
|
132
|
|
|
$
|
513
|
|
|
$
|
10,459
|
|
Comparable Store Sales
|
107
|
|
|
37
|
|
|
7
|
|
|
3
|
|
|
154
|
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
123
|
|
|
(18
|
)
|
|
49
|
|
|
(22
|
)
|
|
132
|
|
|||||
Foreign Currency Translation
|
(9
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
(30
|
)
|
|||||
Direct Channels
|
(77
|
)
|
|
34
|
|
|
—
|
|
|
3
|
|
|
(40
|
)
|
|||||
International Wholesale, Royalty and Other
|
—
|
|
|
—
|
|
|
35
|
|
|
63
|
|
|
98
|
|
|||||
2013 Net Sales
|
$
|
6,884
|
|
|
$
|
3,118
|
|
|
$
|
222
|
|
|
$
|
549
|
|
|
$
|
10,773
|
|
|
2013
|
|
2012
|
||
Victoria's Secret (a) (b)
|
2
|
%
|
|
7
|
%
|
Bath & Body Works (a) (b)
|
1
|
%
|
|
7
|
%
|
Total Comparable Store Sales (b) (c)
|
2
|
%
|
|
6
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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. The percentage change in comparable store sales are calculated on a comparable calendar period. Therefore, the percentage change in comparable store sales for 2013 and 2012 were calculated on a 52 to 52-week basis and 53 to 53-week basis, respectively.
|
(c)
|
Includes Victoria's Secret U.S., Victoria's Secret Canada, Bath & Body Works U.S., Bath & Body Works Canada, Victoria's Secret U.K., La Senza and Henri Bendel.
|
•
|
At Victoria's Secret Stores, net sales increased 4% related to increases across most categories including PINK, sport, core lingerie and swimwear, 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 decreased 5% related to a decrease in apparel partially offset by increases in sport, PINK, core lingerie, sleepwear and beauty. We are shifting our focus to the core categories of the brand including lingerie, PINK and beauty. As a result, net sales in the apparel category are declining as we reduce style counts and related inventory. Additionally, a fashion assortment that did not resonate with our customers contributed to the decline in apparel.
|
•
|
At Bath & Body Works Stores, net sales were roughly flat.
|
•
|
At Bath & Body Works Direct, net sales increased 16% 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 higher buying and occupancy expenses due to an increase in occupancy expense driven by higher net sales, investments in real estate and store-related activity.
|
•
|
At Victoria's Secret Direct, gross profit decreased due to lower merchandise margin dollars as a result of increased promotional activity and the decrease in net sales.
|
•
|
At Bath & Body Works Stores, gross profit decreased due to lower merchandise margin dollars related primarily to increased promotional activity. The gross profit decrease was also driven by higher buying and occupancy expenses primarily driven by an increase in occupancy expense driven by investments in real estate 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.
|
|
2013
|
|
2012
|
||||
Average daily borrowings (in millions)
|
$
|
4,614
|
|
|
$
|
4,495
|
|
Average borrowing rate (in percentages)
|
6.8
|
%
|
|
7.1
|
%
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria's Secret
|
$
|
463
|
|
|
$
|
507
|
|
|
20.1
|
%
|
|
21.9
|
%
|
Bath & Body Works
|
396
|
|
|
416
|
|
|
30.9
|
%
|
|
31.4
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
16
|
|
|
9
|
|
|
22.2
|
%
|
|
16.1
|
%
|
||
Other (a) (b) (c)
|
(12
|
)
|
|
(144
|
)
|
|
(8.0
|
)%
|
|
(86.1
|
)%
|
||
Total
|
$
|
863
|
|
|
$
|
788
|
|
|
22.6
|
%
|
|
20.4
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
(b)
|
2012 includes a $93 million impairment of goodwill, trade name and other intangible assets at La Senza. For additional information, see Note
7
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
6
to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplemental Data.
|
Fourth Quarter
|
|
2013
|
|
2012 (d)
|
|
% Change
|
|||||
|
|
(in millions)
|
|
|
|||||||
Victoria's Secret Stores (a)
|
|
$
|
1,798
|
|
|
$
|
1,779
|
|
|
1
|
%
|
Victoria's Secret Direct
|
|
504
|
|
|
533
|
|
|
(5
|
)%
|
||
Total Victoria's Secret
|
|
2,302
|
|
|
2,312
|
|
|
—
|
%
|
||
Bath & Body Works Stores (a)
|
|
1,182
|
|
|
1,231
|
|
|
(4
|
)%
|
||
Bath & Body Works Direct
|
|
101
|
|
|
93
|
|
|
9
|
%
|
||
Total Bath & Body Works
|
|
1,283
|
|
|
1,324
|
|
|
(3
|
)%
|
||
Victoria's Secret and Bath & Body Works International (b)
|
|
75
|
|
|
53
|
|
|
42
|
%
|
||
Other (c)
|
|
158
|
|
|
167
|
|
|
(5
|
)%
|
||
Total Net Sales
|
|
$
|
3,818
|
|
|
$
|
3,856
|
|
|
(1
|
%)
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
Includes Victoria's Secret and Bath & Body Works company-owned and partner-operated stores outside of the U.S. and Canada.
|
(c)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
(d)
|
We utilize the retail calendar for reporting. As such, the results for the fourth quarter of 2013 represent the 13-week period ended February 1, 2014, and the results for the fourth quarter of 2012 represent the 14-week period ended February 2, 2013. The extra week in the fourth quarter of 2012 accounted for approximately $125 million in incremental sales.
|
Fourth Quarter
|
|
Victoria's
Secret |
|
Bath & Body
Works
|
|
Victoria's Secret
and
Bath & Body Works International
|
|
Other
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
2012 Net Sales
|
|
$
|
2,312
|
|
|
$
|
1,324
|
|
|
$
|
53
|
|
|
$
|
167
|
|
|
$
|
3,856
|
|
Comparable Store Sales
|
|
37
|
|
|
(7
|
)
|
|
5
|
|
|
(3
|
)
|
|
32
|
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
(12
|
)
|
|
(36
|
)
|
|
8
|
|
|
(7
|
)
|
|
(47
|
)
|
|||||
Foreign Currency Translation
|
|
(6
|
)
|
|
(6
|
)
|
|
1
|
|
|
(5
|
)
|
|
(16
|
)
|
|||||
Direct Channels
|
|
(29
|
)
|
|
8
|
|
|
—
|
|
|
1
|
|
|
(20
|
)
|
|||||
International Wholesale, Royalty and Other
|
|
—
|
|
|
—
|
|
|
8
|
|
|
5
|
|
|
13
|
|
|||||
2013 Net Sales
|
|
$
|
2,302
|
|
|
$
|
1,283
|
|
|
$
|
75
|
|
|
$
|
158
|
|
|
$
|
3,818
|
|
Fourth Quarter
|
|
2013
|
|
2012
|
||
Victoria's Secret (a) (b)
|
|
2
|
%
|
|
3
|
%
|
Bath & Body Works (a) (b)
|
|
(1
|
)%
|
|
8
|
%
|
Total Comparable Store Sales (b) (c)
|
|
1
|
%
|
|
5
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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. The percentage change in comparable store sales are calculated on a comparable calendar period. Therefore, the percentage change in comparable store sales for the fourth quarter of 2013 and 2012 were calculated on a 13 to 13-week basis and 14 to 14-week basis, respectively.
|
(c)
|
Includes Victoria's Secret U.S., Victoria's Secret Canada, Bath & Body Works U.S., Bath & Body Works Canada, Victoria's Secret U.K., La Senza and Henri Bendel.
|
•
|
At Victoria’s Secret Stores, net sales increased 1%. The increase was driven by performance in sport and PINK partially offset by decreases in beauty.
|
•
|
At Victoria’s Secret Direct, net sales decreased 5% related to a decrease in apparel partially offset by increases in beauty, sport, sleepwear and PINK. We are shifting our focus to the core categories of the brand including lingerie, PINK and beauty. As a result, net sales in the apparel category are declining as we reduce style counts and related inventory. Additionally, a fashion assortment that did not resonate with our customers contributed to the decline in apparel.
|
•
|
At Bath & Body Works Stores, net sales decreased 4% related to decreases across most categories including our performance brands, giftsets, Signature Collection and soaps and sanitizers business.
|
•
|
At Bath & Body Works Direct, net sales increased 9% related to increases across all categories including Signature Collection, home fragrance and soaps and sanitizers.
|
•
|
At Victoria's Secret Stores, gross profit decreased due to lower merchandise margin dollars driven by increased promotional activity. The decrease in gross profit was also due to higher buying and occupancy expenses due to an increase in occupancy expense driven by investments in real estate and store-related activity.
|
•
|
At Victoria's Secret Direct, gross profit decreased due to lower merchandise margin dollars as a result of the decrease in net sales and increased promotional activity.
|
•
|
At Bath & Body Works Stores, gross profit decreased due to lower merchandise margin dollars primarily related to the decrease in net sales. The decrease in merchandise margin dollars was partially offset by lower buying and occupancy expenses related to the decrease in net sales.
|
•
|
At Bath & Body Works Direct, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales and lower buying and occupancy expenses due to lower fulfillment costs.
|
Fourth Quarter
|
|
2013
|
|
2012
|
||||
Average daily borrowings (in millions)
|
|
$
|
4,963
|
|
|
$
|
4,484
|
|
Average borrowing rate (in percentages)
|
|
6.7
|
%
|
|
7.0
|
%
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
|
(in millions)
|
||||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
$
|
1,000
|
|
|
$
|
1,000
|
|
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
1,000
|
|
|
1,000
|
|
||
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)
|
500
|
|
|
500
|
|
||
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”) (a)
|
501
|
|
|
494
|
|
||
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
400
|
|
|
400
|
|
||
Total Senior Unsecured Debt with Subsidiary Guarantee
|
$
|
3,401
|
|
|
$
|
3,394
|
|
Senior Unsecured Debt
|
|
|
|
||||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”) (b)
|
$
|
715
|
|
|
$
|
718
|
|
$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”) (c)
|
—
|
|
|
215
|
|
||
Total Senior Unsecured Debt
|
$
|
1,364
|
|
|
$
|
1,582
|
|
Total
|
$
|
4,765
|
|
|
$
|
4,976
|
|
Current Portion of Long-term Debt
|
—
|
|
|
(215
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
4,765
|
|
|
$
|
4,761
|
|
(a)
|
The balance includes a fair value interest rate hedge adjustment which increased the debt balance by
$8 million
as of
January 31, 2015
and
$2 million
as of
February 1, 2014
.
|
(b)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$15 million
as of
January 31, 2015
and
$19 million
as of
February 1, 2014
.
|
(c)
|
The outstanding principal balance was
$213 million
as of
February 1, 2014
. This balance includes a fair value interest rate hedge adjustment which increased the debt balance by
$2 million
.
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
|
February 2, 2013
|
|
|||
|
(in millions)
|
||||||||||
Cash Provided by Operating Activities
|
$
|
1,786
|
|
|
$
|
1,248
|
|
|
$
|
1,351
|
|
Capital Expenditures
|
715
|
|
|
691
|
|
|
588
|
|
|||
Working Capital
|
1,553
|
|
|
1,324
|
|
|
667
|
|
|||
Capitalization:
|
|
|
|
|
|
||||||
Long-term Debt
|
4,765
|
|
|
4,761
|
|
|
4,477
|
|
|||
Shareholders’ Equity (Deficit)
|
18
|
|
|
(370
|
)
|
|
(1,015
|
)
|
|||
Total Capitalization
|
4,783
|
|
|
4,391
|
|
|
3,462
|
|
|||
Remaining Amounts Available Under Credit Agreements (a)
|
981
|
|
|
992
|
|
|
988
|
|
(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
$19 million
,
$8 million
and
$12 million
as of
January 31, 2015
,
February 1, 2014
and
February 2, 2013
, respectively.
|
|
January 31, 2015
|
|
|
February 1, 2014
|
|
|
February 2, 2013
|
|
Debt-to-capitalization Ratio (a)
|
100
|
%
|
|
108
|
%
|
|
129
|
%
|
Cash Flow to Capital Investment (b)
|
250
|
%
|
|
181
|
%
|
|
230
|
%
|
(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
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
November 2012 (a)
|
|
$
|
250
|
|
|
1,317
|
|
|
1,377
|
|
|
245
|
|
|
$
|
84
|
|
|
$
|
63
|
|
|
$
|
11
|
|
|
$
|
54.02
|
|
February 2012 (b)
|
|
500
|
|
|
NA
|
|
|
NA
|
|
|
9,871
|
|
|
NA
|
|
|
NA
|
|
|
450
|
|
|
45.61
|
|
|||||
November 2011
|
|
250
|
|
|
NA
|
|
|
NA
|
|
|
3,657
|
|
|
NA
|
|
|
NA
|
|
|
164
|
|
|
44.90
|
|
|||||
Total
|
|
|
|
1,317
|
|
|
1,377
|
|
|
13,773
|
|
|
$
|
84
|
|
|
$
|
63
|
|
|
$
|
625
|
|
|
|
(a)
|
The November 2012 repurchase program had
$91 million
remaining as of
January 31, 2015
.
|
(b)
|
The February 2012 repurchase program had
$50 million
remainin
g at the time it was cancelled in conjunction with the approval of the November 2012 repurchase program.
|
NA
|
Not applicable
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
|
(per share)
|
|
(in millions)
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.34
|
|
|
$
|
—
|
|
|
$
|
0.34
|
|
|
$
|
100
|
|
Third Quarter
|
|
0.34
|
|
|
—
|
|
|
0.34
|
|
|
100
|
|
||||
Second Quarter
|
|
0.34
|
|
|
—
|
|
|
0.34
|
|
|
99
|
|
||||
First Quarter
|
|
0.34
|
|
|
1.00
|
|
|
1.34
|
|
|
392
|
|
||||
2014 Total
|
|
$
|
1.36
|
|
|
$
|
1.00
|
|
|
$
|
2.36
|
|
|
$
|
691
|
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.30
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
|
$
|
88
|
|
Third Quarter
|
|
0.30
|
|
|
—
|
|
|
0.30
|
|
|
87
|
|
||||
Second Quarter
|
|
0.30
|
|
|
—
|
|
|
0.30
|
|
|
87
|
|
||||
First Quarter
|
|
0.30
|
|
|
—
|
|
|
0.30
|
|
|
87
|
|
||||
2013 Total
|
|
$
|
1.20
|
|
|
$
|
—
|
|
|
$
|
1.20
|
|
|
$
|
349
|
|
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
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Cash and Cash Equivalents, Beginning of Year
|
$
|
1,519
|
|
|
$
|
773
|
|
|
$
|
935
|
|
Net Cash Flows Provided by Operating Activities
|
1,786
|
|
|
1,248
|
|
|
1,351
|
|
|||
Net Cash Flows Used for Investing Activities
|
(699
|
)
|
|
(655
|
)
|
|
(531
|
)
|
|||
Net Cash Flows Provided by (Used for) Financing Activities
|
(919
|
)
|
|
154
|
|
|
(982
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
162
|
|
|
746
|
|
|
(162
|
)
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
1,681
|
|
|
$
|
1,519
|
|
|
$
|
773
|
|
|
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)
|
$
|
7,285
|
|
|
$
|
317
|
|
|
$
|
1,309
|
|
|
$
|
1,015
|
|
|
$
|
4,644
|
|
|
$
|
—
|
|
Operating Lease Obligations (b)
|
3,870
|
|
|
588
|
|
|
1,050
|
|
|
777
|
|
|
1,455
|
|
|
—
|
|
||||||
Purchase Obligations (c)
|
1,213
|
|
|
1,173
|
|
|
32
|
|
|
5
|
|
|
3
|
|
|
—
|
|
||||||
Other Liabilities (d)
|
477
|
|
|
147
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
329
|
|
||||||
Total
|
$
|
12,845
|
|
|
$
|
2,225
|
|
|
$
|
2,392
|
|
|
$
|
1,797
|
|
|
$
|
6,102
|
|
|
$
|
329
|
|
(a)
|
Long-term debt obligations relate to our principal and interest payments for outstanding notes and debentures. Interest payments have been estimated based on the coupon rate for fixed rate obligations. Interest obligations exclude amounts which have been accrued through
January 31, 2015
. For additional information, see Note
11
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
15
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 include future payments relating to our nonqualified supplemental retirement plan of
$257 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 include future estimated payments associated with unrecognized tax benefits. The “Less Than 1 Year” category includes
$142 million
of these tax items because it is reasonably possible that the amounts could change in the next 12 months due to audit settlements or resolution of uncertainties. The remaining portion totaling $72 million is included in the “Other” category as it is not reasonably possible that the amounts could change in the next 12 months. For additional information, see Note
10
to the Consolidated Financial Statements in Item
8
. Financial Statements and Supplementary Data.
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
|
(in millions)
|
||||||
Long-term Debt (a):
|
|
|
|
||||
Carrying Value
|
$
|
4,765
|
|
|
$
|
4,976
|
|
Fair Value, Estimated (b)
|
5,305
|
|
|
5,333
|
|
||
Cross-currency Swap Arrangements (c)
|
(21
|
)
|
|
13
|
|
||
Fixed-to-Floating Interest Rate Swap Arrangements (c)
|
(12
|
)
|
|
(5
|
)
|
(a)
|
The decrease in the long-term debt is related to the repayment of the November 2014 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.
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales
|
$
|
11,454
|
|
|
$
|
10,773
|
|
|
$
|
10,459
|
|
Costs of Goods Sold, Buying and Occupancy
|
(6,646
|
)
|
|
(6,344
|
)
|
|
(6,073
|
)
|
|||
Gross Profit
|
4,808
|
|
|
4,429
|
|
|
4,386
|
|
|||
General, Administrative and Store Operating Expenses
|
(2,855
|
)
|
|
(2,686
|
)
|
|
(2,720
|
)
|
|||
Impairment of Goodwill and Other Intangible Assets
|
—
|
|
|
—
|
|
|
(93
|
)
|
|||
Operating Income
|
1,953
|
|
|
1,743
|
|
|
1,573
|
|
|||
Interest Expense
|
(324
|
)
|
|
(314
|
)
|
|
(316
|
)
|
|||
Other Income
|
7
|
|
|
17
|
|
|
24
|
|
|||
Income Before Income Taxes
|
1,636
|
|
|
1,446
|
|
|
1,281
|
|
|||
Provision for Income Taxes
|
594
|
|
|
543
|
|
|
528
|
|
|||
Net Income
|
$
|
1,042
|
|
|
$
|
903
|
|
|
$
|
753
|
|
Net Income Per Basic Share
|
$
|
3.57
|
|
|
$
|
3.12
|
|
|
$
|
2.60
|
|
Net Income Per Diluted Share
|
$
|
3.50
|
|
|
$
|
3.05
|
|
|
$
|
2.54
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Income
|
$
|
1,042
|
|
|
$
|
903
|
|
|
$
|
753
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
||||||
Reclassification of Cash Flow Hedges to Earnings
|
(60
|
)
|
|
(50
|
)
|
|
5
|
|
|||
Foreign Currency Translation
|
21
|
|
|
40
|
|
|
(2
|
)
|
|||
Unrealized Gain on Cash Flow Hedges
|
34
|
|
|
46
|
|
|
1
|
|
|||
Total Other Comprehensive Income (Loss), Net of Tax
|
(5
|
)
|
|
36
|
|
|
4
|
|
|||
Total Comprehensive Income
|
$
|
1,037
|
|
|
$
|
939
|
|
|
$
|
757
|
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
1,681
|
|
|
$
|
1,519
|
|
Accounts Receivable, Net
|
252
|
|
|
244
|
|
||
Inventories
|
1,036
|
|
|
1,165
|
|
||
Deferred Income Taxes
|
33
|
|
|
28
|
|
||
Other
|
230
|
|
|
194
|
|
||
Total Current Assets
|
3,232
|
|
|
3,150
|
|
||
Property and Equipment, Net
|
2,277
|
|
|
2,045
|
|
||
Goodwill
|
1,318
|
|
|
1,318
|
|
||
Trade Names and Other Intangible Assets, Net
|
411
|
|
|
411
|
|
||
Other Assets
|
306
|
|
|
274
|
|
||
Total Assets
|
$
|
7,544
|
|
|
$
|
7,198
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
613
|
|
|
$
|
599
|
|
Accrued Expenses and Other
|
900
|
|
|
787
|
|
||
Current Portion of Long-term Debt
|
—
|
|
|
215
|
|
||
Income Taxes
|
166
|
|
|
225
|
|
||
Total Current Liabilities
|
1,679
|
|
|
1,826
|
|
||
Deferred Income Taxes
|
261
|
|
|
210
|
|
||
Long-term Debt
|
4,765
|
|
|
4,761
|
|
||
Other Long-term Liabilities
|
820
|
|
|
770
|
|
||
Shareholders’ Equity (Deficit):
|
|
|
|
||||
Preferred Stock—$1.00 par value; 10 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common Stock—$0.50 par value; 1,000 shares authorized; 310 and 307 shares issued; 292 and 291 shares outstanding, respectively
|
155
|
|
|
154
|
|
||
Paid-in Capital
|
427
|
|
|
302
|
|
||
Accumulated Other Comprehensive Income
|
35
|
|
|
40
|
|
||
Retained Earnings (Accumulated Deficit)
|
233
|
|
|
(118
|
)
|
||
Less: Treasury Stock, at Average Cost; 18 and 16 shares, respectively
|
(832
|
)
|
|
(748
|
)
|
||
Total L Brands, Inc. Shareholders’ Equity (Deficit)
|
18
|
|
|
(370
|
)
|
||
Noncontrolling Interest
|
1
|
|
|
1
|
|
||
Total Equity (Deficit)
|
19
|
|
|
(369
|
)
|
||
Total Liabilities and Equity (Deficit)
|
$
|
7,544
|
|
|
$
|
7,198
|
|
|
Common Stock
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Treasury
Stock, at
Average
Cost
|
|
Noncontrolling Interest
|
|
Total Equity (Deficit)
|
|||||||||||||||||
Shares
Outstanding
|
|
Par
Value
|
|
|
||||||||||||||||||||||||||
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
|
)
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
903
|
|
|
—
|
|
|
—
|
|
|
903
|
|
|||||||
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
903
|
|
|
—
|
|
|
—
|
|
|
939
|
|
|||||||
Cash Dividends ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|||||||
Repurchase of Common Stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
(63
|
)
|
|||||||
Exercise of Stock Options and Other
|
3
|
|
|
2
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|||||||
Balance, February 1, 2014
|
291
|
|
|
$
|
154
|
|
|
$
|
302
|
|
|
$
|
40
|
|
|
$
|
(118
|
)
|
|
$
|
(748
|
)
|
|
$
|
1
|
|
|
$
|
(369
|
)
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,042
|
|
|||||||
Other Comprehensive Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,037
|
|
|||||||
Cash Dividends ($2.36 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|||||||
Repurchase of Common Stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
(84
|
)
|
|||||||
Exercise of Stock Options and Other
|
2
|
|
|
1
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||||
Balance, January 31, 2015
|
292
|
|
|
$
|
155
|
|
|
$
|
427
|
|
|
$
|
35
|
|
|
$
|
233
|
|
|
$
|
(832
|
)
|
|
$
|
1
|
|
|
$
|
19
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
1,042
|
|
|
$
|
903
|
|
|
$
|
753
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization of Long-lived Assets
|
438
|
|
|
407
|
|
|
389
|
|
|||
Amortization of Landlord Allowances
|
(40
|
)
|
|
(39
|
)
|
|
(35
|
)
|
|||
Deferred Income Taxes
|
50
|
|
|
18
|
|
|
11
|
|
|||
Share-based Compensation Expense
|
90
|
|
|
85
|
|
|
73
|
|
|||
Excess Tax Benefits from Share-based Compensation
|
(43
|
)
|
|
(36
|
)
|
|
(116
|
)
|
|||
Goodwill and Intangible Asset Impairment Charges
|
—
|
|
|
—
|
|
|
93
|
|
|||
Long-lived Store Asset Impairment Charges
|
—
|
|
|
—
|
|
|
27
|
|
|||
Gain on Distributions from Easton Investments
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||
Gain on Sale of Assets
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Changes in Assets and Liabilities
:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(9
|
)
|
|
(43
|
)
|
|
5
|
|
|||
Inventories
|
121
|
|
|
(168
|
)
|
|
(7
|
)
|
|||
Accounts Payable, Accrued Expenses and Other
|
90
|
|
|
1
|
|
|
(43
|
)
|
|||
Income Taxes Payable
|
(17
|
)
|
|
74
|
|
|
139
|
|
|||
Other Assets and Liabilities
|
64
|
|
|
46
|
|
|
78
|
|
|||
Net Cash Provided by Operating Activities
|
1,786
|
|
|
1,248
|
|
|
1,351
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital Expenditures
|
(715
|
)
|
|
(691
|
)
|
|
(588
|
)
|
|||
Return of Capital from Third-party Apparel Sourcing Business Investment
|
—
|
|
|
46
|
|
|
22
|
|
|||
Return of Capital from Easton Investments
|
—
|
|
|
—
|
|
|
13
|
|
|||
Other Investing Activities
|
16
|
|
|
(10
|
)
|
|
22
|
|
|||
Net Cash Used for Investing Activities
|
(699
|
)
|
|
(655
|
)
|
|
(531
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Payments of Long-term Debt
|
(213
|
)
|
|
—
|
|
|
(57
|
)
|
|||
Proceeds from Long-term Debt, Net of Issuance Costs
|
—
|
|
|
495
|
|
|
985
|
|
|||
Borrowings from Revolving Facility
|
5
|
|
|
290
|
|
|
—
|
|
|||
Repayments on Revolving Facility
|
(5
|
)
|
|
(290
|
)
|
|
—
|
|
|||
Financing Costs
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of Common Stock
|
(87
|
)
|
|
(60
|
)
|
|
(629
|
)
|
|||
Dividends Paid
|
(691
|
)
|
|
(349
|
)
|
|
(1,449
|
)
|
|||
Excess Tax Benefits from Share-based Compensation
|
43
|
|
|
36
|
|
|
116
|
|
|||
Proceeds from Exercise of Stock Options and Other
|
34
|
|
|
32
|
|
|
52
|
|
|||
Net Cash Provided by (Used for) Financing Activities
|
(919
|
)
|
|
154
|
|
|
(982
|
)
|
|||
Effects of Exchange Rate Changes on Cash
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
162
|
|
|
746
|
|
|
(162
|
)
|
|||
Cash and Cash Equivalents, Beginning of Year
|
1,519
|
|
|
773
|
|
|
935
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
1,681
|
|
|
$
|
1,519
|
|
|
$
|
773
|
|
•
|
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.
|
|
2014
|
|
2013
|
|
2012
|
|||
|
(in millions)
|
|||||||
Weighted-average Common Shares:
|
|
|
|
|
|
|||
Issued Shares
|
309
|
|
|
306
|
|
|
302
|
|
Treasury Shares
|
(17
|
)
|
|
(16
|
)
|
|
(12
|
)
|
Basic Shares
|
292
|
|
|
290
|
|
|
290
|
|
Effect of Dilutive Options and Restricted Stock
|
6
|
|
|
6
|
|
|
7
|
|
Diluted Shares
|
298
|
|
|
296
|
|
|
297
|
|
Anti-dilutive Options and Awards (a)
|
1
|
|
|
1
|
|
|
1
|
|
(a)
|
These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Finished Goods Merchandise
|
$
|
942
|
|
|
$
|
1,073
|
|
Raw Materials and Merchandise Components
|
94
|
|
|
92
|
|
||
Total Inventories
|
$
|
1,036
|
|
|
$
|
1,165
|
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Land
|
$
|
87
|
|
|
$
|
58
|
|
Buildings and Improvements
|
413
|
|
|
408
|
|
||
Furniture, Fixtures, Software and Equipment
|
3,169
|
|
|
2,984
|
|
||
Leasehold Improvements
|
1,647
|
|
|
1,534
|
|
||
Construction in Progress
|
164
|
|
|
117
|
|
||
Total
|
5,480
|
|
|
5,101
|
|
||
Accumulated Depreciation and Amortization
|
(3,203
|
)
|
|
(3,056
|
)
|
||
Property and Equipment, Net
|
$
|
2,277
|
|
|
$
|
2,045
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
|
(in millions)
|
||||||
Victoria's Secret
|
$
|
690
|
|
|
$
|
690
|
|
Bath & Body Works
|
628
|
|
|
628
|
|
||
Goodwill
|
$
|
1,318
|
|
|
$
|
1,318
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
|
(in millions)
|
||||||
Victoria's Secret
|
$
|
246
|
|
|
$
|
246
|
|
Bath & Body Works
|
165
|
|
|
165
|
|
||
Intangible Assets - Trade Names
|
$
|
411
|
|
|
$
|
411
|
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Deferred Revenue, Principally from Gift Card Sales
|
$
|
227
|
|
|
$
|
207
|
|
Compensation, Payroll Taxes and Benefits
|
244
|
|
|
173
|
|
||
Interest
|
82
|
|
|
86
|
|
||
Taxes, Other than Income
|
71
|
|
|
63
|
|
||
Accrued Claims on Self-insured Activities
|
37
|
|
|
37
|
|
||
Returns Reserve
|
26
|
|
|
29
|
|
||
Rent
|
28
|
|
|
24
|
|
||
Other
|
185
|
|
|
168
|
|
||
Total Accrued Expenses and Other
|
$
|
900
|
|
|
$
|
787
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
454
|
|
|
$
|
407
|
|
|
$
|
432
|
|
U.S. State
|
69
|
|
|
90
|
|
|
67
|
|
|||
Non-U.S.
|
21
|
|
|
28
|
|
|
18
|
|
|||
Total
|
544
|
|
|
525
|
|
|
517
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
46
|
|
|
11
|
|
|
14
|
|
|||
U.S. State
|
3
|
|
|
3
|
|
|
4
|
|
|||
Non-U.S.
|
1
|
|
|
4
|
|
|
(7
|
)
|
|||
Total
|
50
|
|
|
18
|
|
|
11
|
|
|||
Provision for Income Taxes
|
$
|
594
|
|
|
$
|
543
|
|
|
$
|
528
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal Income Tax Rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State Income Taxes, Net of Federal Income Tax Effect
|
3.6
|
%
|
|
3.8
|
%
|
|
4.0
|
%
|
Impact of Non-U.S. Operations
|
(1.3
|
)%
|
|
(1.4
|
)%
|
|
1.1
|
%
|
Non-deductible Impairment of Goodwill and Other Intangible Assets
|
—
|
%
|
|
—
|
%
|
|
2.4
|
%
|
Other Items, Net
|
(1.0
|
)%
|
|
0.1
|
%
|
|
(1.3
|
)%
|
Effective Tax Rate
|
36.3
|
%
|
|
37.5
|
%
|
|
41.2
|
%
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Leases
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
46
|
|
Non-qualified Retirement Plan
|
97
|
|
|
—
|
|
|
97
|
|
|
94
|
|
|
—
|
|
|
94
|
|
||||||
Property and Equipment
|
—
|
|
|
(283
|
)
|
|
(283
|
)
|
|
—
|
|
|
(219
|
)
|
|
(219
|
)
|
||||||
Goodwill
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
||||||
Trade Names and Other Intangibles
|
—
|
|
|
(139
|
)
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
|
(139
|
)
|
||||||
State Net Operating Loss Carryforwards
|
18
|
|
|
—
|
|
|
18
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||||
Non-U.S. Operating Loss Carryforwards
|
158
|
|
|
—
|
|
|
158
|
|
|
161
|
|
|
—
|
|
|
161
|
|
||||||
Valuation Allowance
|
(177
|
)
|
|
—
|
|
|
(177
|
)
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
||||||
Other, Net
|
79
|
|
|
—
|
|
|
79
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||||
Total Deferred Income Taxes
|
$
|
224
|
|
|
$
|
(437
|
)
|
|
$
|
(213
|
)
|
|
$
|
210
|
|
|
$
|
(373
|
)
|
|
$
|
(163
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year
|
$
|
167
|
|
|
$
|
185
|
|
|
$
|
146
|
|
Increases in Unrecognized Tax Benefits for Prior Years
|
16
|
|
|
39
|
|
|
13
|
|
|||
Decreases in Unrecognized Tax Benefits for Prior Years
|
(14
|
)
|
|
(54
|
)
|
|
(19
|
)
|
|||
Increases in Unrecognized Tax Benefits as a Result of Current Year Activity
|
36
|
|
|
37
|
|
|
52
|
|
|||
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities
|
(5
|
)
|
|
(34
|
)
|
|
(1
|
)
|
|||
Decreases to Unrecognized Tax Benefits as a Result of a Lapse of the Applicable Statute of Limitations
|
(7
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year
|
$
|
193
|
|
|
$
|
167
|
|
|
$
|
185
|
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
$
|
1,000
|
|
|
$
|
1,000
|
|
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
1,000
|
|
|
1,000
|
|
||
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)
|
500
|
|
|
500
|
|
||
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”) (a)
|
501
|
|
|
494
|
|
||
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
400
|
|
|
400
|
|
||
Total Senior Unsecured Debt with Subsidiary Guarantee
|
$
|
3,401
|
|
|
$
|
3,394
|
|
Senior Unsecured Debt
|
|
|
|
||||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”) (b)
|
$
|
715
|
|
|
$
|
718
|
|
$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”) (c)
|
—
|
|
|
215
|
|
||
Total Senior Unsecured Debt
|
$
|
1,364
|
|
|
$
|
1,582
|
|
Total
|
$
|
4,765
|
|
|
$
|
4,976
|
|
Current Portion of Long-term Debt
|
—
|
|
|
(215
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
4,765
|
|
|
$
|
4,761
|
|
(a)
|
The balance includes a fair value interest rate hedge adjustment which increased the debt balance by
$8 million
as of
January 31, 2015
and
$2 million
as of
February 1, 2014
.
|
(b)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$15 million
as of
January 31, 2015
and
$19 million
as of
February 1, 2014
.
|
(c)
|
The outstanding principal balance was
$213 million
as of
February 1, 2014
. This balance includes a fair value interest rate hedge adjustment which increased the debt balance by
$2 million
.
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Other Long-term Liabilities
|
$
|
—
|
|
|
$
|
13
|
|
Other Long-term Assets
|
21
|
|
|
—
|
|
|
Location
|
|
2014
|
|
2013
|
||||
|
|
|
(in millions)
|
||||||
Gain (Loss) Recognized in Other Comprehensive Income (Loss)
|
Other Comprehensive Income (Loss)
|
|
$
|
34
|
|
|
$
|
46
|
|
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (a)
|
Other Income
|
|
(60
|
)
|
|
(50
|
)
|
(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.
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Other Assets
|
$
|
12
|
|
|
$
|
5
|
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Carrying Value
|
$
|
4,765
|
|
|
$
|
4,976
|
|
Fair Value (a)
|
5,305
|
|
|
5,333
|
|
(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 January 31, 2015
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
1,681
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,681
|
|
Interest Rate Designated Fair Value Hedges
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Cross-currency Cash Flow Hedges
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Lease Guarantees
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
As of February 1, 2014
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
1,519
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,519
|
|
Interest Rate Designated Fair Value Hedges
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Cross-currency Cash Flow Hedges
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Lease Guarantees
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Beginning Balance
|
$
|
1
|
|
|
$
|
2
|
|
Change in Estimated Fair Value Reported in Earnings
|
—
|
|
|
(1
|
)
|
||
Ending Balance
|
$
|
1
|
|
|
$
|
1
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income
|
||||||
|
(in millions)
|
||||||||||
Balance as of February 1, 2014
|
$
|
30
|
|
|
$
|
10
|
|
|
$
|
40
|
|
Other Comprehensive Income (Loss) Before Reclassifications
|
21
|
|
|
34
|
|
|
55
|
|
|||
Amounts Reclassified from Accumulated Other Comprehensive Income
|
—
|
|
|
(60
|
)
|
|
(60
|
)
|
|||
Current-period Other Comprehensive Income (Loss)
|
21
|
|
|
(26
|
)
|
|
(5
|
)
|
|||
Balance as of January 31, 2015
|
$
|
51
|
|
|
$
|
(16
|
)
|
|
$
|
35
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Accumulated Other Comprehensive Income
|
||||||
|
(in millions)
|
||||||||||
Balance as of February 2, 2013
|
$
|
(10
|
)
|
|
$
|
14
|
|
|
$
|
4
|
|
Other Comprehensive Income (Loss) Before Reclassifications
|
40
|
|
|
46
|
|
|
86
|
|
|||
Amounts Reclassified from Accumulated Other Comprehensive Income
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
|||
Current-period Other Comprehensive Income (Loss)
|
40
|
|
|
(4
|
)
|
|
36
|
|
|||
Balance as of February 1, 2014
|
$
|
30
|
|
|
$
|
10
|
|
|
$
|
40
|
|
Details About Accumulated Other Comprehensive Income Components
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income
|
|
Location on Consolidated Statements of Income
|
||||||
|
|
2014
|
|
2013
|
|
|
||||
|
|
(in millions)
|
|
|
||||||
Cash Flow Hedges
|
|
$
|
(60
|
)
|
|
$
|
(50
|
)
|
|
Other Income
|
|
|
—
|
|
|
—
|
|
|
Provision for Income Taxes
|
||
|
|
$
|
(60
|
)
|
|
$
|
(50
|
)
|
|
Net Income
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Store Rent:
|
|
|
|
|
|
||||||
Fixed Minimum
|
$
|
516
|
|
|
$
|
482
|
|
|
$
|
453
|
|
Contingent
|
63
|
|
|
59
|
|
|
60
|
|
|||
Total Store Rent
|
579
|
|
|
541
|
|
|
513
|
|
|||
Office, Equipment and Other
|
68
|
|
|
72
|
|
|
67
|
|
|||
Gross Rent Expense
|
647
|
|
|
613
|
|
|
580
|
|
|||
Sublease Rental Income
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total Rent Expense
|
$
|
645
|
|
|
$
|
611
|
|
|
$
|
578
|
|
(a)
|
Excludes additional payments covering taxes, common area costs and certain other expenses generally required by store lease terms.
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
(in millions)
|
||||||
Balance at Beginning of Year
|
$
|
243
|
|
|
$
|
228
|
|
Contributions:
|
|
|
|
||||
Associate
|
10
|
|
|
13
|
|
||
Company
|
10
|
|
|
11
|
|
||
Interest
|
14
|
|
|
11
|
|
||
Distributions
|
(20
|
)
|
|
(20
|
)
|
||
Balance at End of Year
|
$
|
257
|
|
|
$
|
243
|
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
|||||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
November 2012 (a)
|
|
$
|
250
|
|
|
1,317
|
|
|
1,377
|
|
|
245
|
|
|
$
|
84
|
|
|
$
|
63
|
|
|
$
|
11
|
|
|
$
|
54.02
|
|
February 2012 (b)
|
|
500
|
|
|
NA
|
|
|
NA
|
|
|
9,871
|
|
|
NA
|
|
|
NA
|
|
|
450
|
|
|
45.61
|
|
|||||
November 2011
|
|
250
|
|
|
NA
|
|
|
NA
|
|
|
3,657
|
|
|
NA
|
|
|
NA
|
|
|
164
|
|
|
44.90
|
|
|||||
Total
|
|
|
|
1,317
|
|
|
1,377
|
|
|
13,773
|
|
|
$
|
84
|
|
|
$
|
63
|
|
|
$
|
625
|
|
|
|
(a)
|
The November 2012 repurchase program had
$91 million
remaining as of
January 31, 2015
.
|
(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.
|
NA
|
Not applicable
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
|
(per share)
|
|
(in millions)
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.34
|
|
|
$
|
—
|
|
|
$
|
0.34
|
|
|
$
|
100
|
|
Third Quarter
|
|
0.34
|
|
|
—
|
|
|
0.34
|
|
|
100
|
|
||||
Second Quarter
|
|
0.34
|
|
|
—
|
|
|
0.34
|
|
|
99
|
|
||||
First Quarter
|
|
0.34
|
|
|
1.00
|
|
|
1.34
|
|
|
392
|
|
||||
2014 Total
|
|
$
|
1.36
|
|
|
$
|
1.00
|
|
|
$
|
2.36
|
|
|
$
|
691
|
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
|
$
|
0.30
|
|
|
$
|
—
|
|
|
$
|
0.30
|
|
|
$
|
88
|
|
Third Quarter
|
|
0.30
|
|
|
—
|
|
|
0.30
|
|
|
87
|
|
||||
Second Quarter
|
|
0.30
|
|
|
—
|
|
|
0.30
|
|
|
87
|
|
||||
First Quarter
|
|
0.30
|
|
|
—
|
|
|
0.30
|
|
|
87
|
|
||||
2013 Total
|
|
$
|
1.20
|
|
|
$
|
—
|
|
|
$
|
1.20
|
|
|
$
|
349
|
|
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
|
|
|
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 February 1, 2014
|
6,204
|
|
|
$
|
29.14
|
|
|
|
|
|
||
Granted
|
1,112
|
|
|
59.76
|
|
|
|
|
|
|||
Exercised
|
(1,462
|
)
|
|
24.84
|
|
|
|
|
|
|||
Cancelled
|
(195
|
)
|
|
47.80
|
|
|
|
|
|
|||
Adjustment for Special Dividend
|
114
|
|
|
N/A
|
|
|
|
|
|
|||
Outstanding as of January 31, 2015
|
5,773
|
|
|
$
|
34.93
|
|
|
6.39
|
|
$
|
276,675
|
|
Vested and Expected to Vest as of January 31, 2015 (a)
|
5,582
|
|
|
34.38
|
|
|
6.31
|
|
270,589
|
|
||
Options Exercisable as of January 31, 2015
|
2,885
|
|
|
21.38
|
|
|
4.55
|
|
177,220
|
|
(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 February 1, 2014
|
7,395
|
|
|
$
|
34.82
|
|
Granted
|
1,760
|
|
|
54.03
|
|
|
Vested
|
(2,209
|
)
|
|
25.30
|
|
|
Cancelled
|
(309
|
)
|
|
43.21
|
|
|
Adjustment for Special Dividend
|
136
|
|
|
N/A
|
|
|
Unvested as of January 31, 2015
|
6,773
|
|
|
41.06
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Costs of Goods Sold, Buying and Occupancy
|
$
|
24
|
|
|
$
|
22
|
|
|
$
|
19
|
|
General, Administrative and Store Operating Expenses
|
66
|
|
|
63
|
|
|
54
|
|
|||
Total Share-based Compensation Expense
|
$
|
90
|
|
|
$
|
85
|
|
|
$
|
73
|
|
•
|
Victoria's Secret Beauty and Accessories stores operated by partners under franchise, license and wholesale arrangements, which feature Victoria's Secret branded beauty and accessories products;
|
•
|
Victoria's Secret International stores, comprised of company-owned stores in the U.K., as well as stores operated by partners under franchise, license and wholesale arrangements; and
|
•
|
Bath & Body Works International stores operated by partners under franchise, license and wholesale arrangements.
|
•
|
Mast Global, a merchandise sourcing and production function serving the Company and its international partners;
|
•
|
La Senza, comprised of company-owned stores in Canada, as well as stores operated by partners under franchise, license and wholesale arrangements, which feature women's intimate apparel;
|
•
|
Henri Bendel, operator of
29
specialty stores, which feature handbags, jewelry and other accessory 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
|
|
Victoria’s Secret
and
Bath &
Body Works
International
|
|
Other
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
January 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
7,207
|
|
|
$
|
3,350
|
|
|
$
|
336
|
|
|
$
|
561
|
|
|
$
|
11,454
|
|
Depreciation and Amortization
|
198
|
|
|
65
|
|
|
16
|
|
|
119
|
|
|
398
|
|
|||||
Operating Income (Loss)
|
1,271
|
|
|
737
|
|
|
78
|
|
|
(133
|
)
|
|
1,953
|
|
|||||
Total Assets (a)
|
2,950
|
|
|
1,365
|
|
|
369
|
|
|
2,860
|
|
|
7,544
|
|
|||||
Capital Expenditures
|
446
|
|
|
77
|
|
|
37
|
|
|
155
|
|
|
715
|
|
|||||
February 1, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
6,884
|
|
|
$
|
3,118
|
|
|
$
|
222
|
|
|
$
|
549
|
|
|
$
|
10,773
|
|
Depreciation and Amortization
|
175
|
|
|
65
|
|
|
9
|
|
|
119
|
|
|
368
|
|
|||||
Operating Income (Loss)
|
1,153
|
|
|
648
|
|
|
38
|
|
|
(96
|
)
|
|
1,743
|
|
|||||
Total Assets (a)
|
2,811
|
|
|
1,369
|
|
|
290
|
|
|
2,728
|
|
|
7,198
|
|
|||||
Capital Expenditures
|
444
|
|
|
80
|
|
|
33
|
|
|
134
|
|
|
691
|
|
|||||
February 2, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
6,740
|
|
|
$
|
3,074
|
|
|
$
|
132
|
|
|
$
|
513
|
|
|
$
|
10,459
|
|
Depreciation and Amortization
|
153
|
|
|
58
|
|
|
3
|
|
|
140
|
|
|
354
|
|
|||||
Operating Income (Loss) (b)
|
1,207
|
|
|
629
|
|
|
4
|
|
|
(267
|
)
|
|
1,573
|
|
|||||
Total Assets (a)
|
2,521
|
|
|
1,372
|
|
|
213
|
|
|
1,913
|
|
|
6,019
|
|
|||||
Capital Expenditures
|
290
|
|
|
74
|
|
|
44
|
|
|
180
|
|
|
588
|
|
(a)
|
Assets are allocated to the operating segments based on decision making authority relevant to the applicable assets.
|
(b)
|
Operating Loss for the Other segment includes 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.
|
|
Fiscal Quarter Ended
|
||||||||||||||
|
May 3,
2014
|
|
August 2,
2014
|
|
November 1,
2014
|
|
January 31,
2015
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,391
|
|
|
$
|
2,675
|
|
|
$
|
2,319
|
|
|
$
|
4,069
|
|
Gross Profit
|
982
|
|
|
1,044
|
|
|
947
|
|
|
1,835
|
|
||||
Operating Income
|
336
|
|
|
376
|
|
|
284
|
|
|
957
|
|
||||
Income Before Income Taxes
|
255
|
|
|
296
|
|
|
205
|
|
|
880
|
|
||||
Net Income
|
157
|
|
|
188
|
|
|
132
|
|
|
565
|
|
||||
Net Income Per Basic Share (a)
|
$
|
0.54
|
|
|
$
|
0.65
|
|
|
$
|
0.45
|
|
|
$
|
1.93
|
|
Net Income Per Diluted Share (a)
|
$
|
0.53
|
|
|
$
|
0.63
|
|
|
$
|
0.44
|
|
|
$
|
1.89
|
|
(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.
|
|
Fiscal Quarter Ended
|
||||||||||||||
|
May 4,
2013
|
|
August 3,
2013
|
|
November 2,
2013
|
|
February 1,
2014
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,268
|
|
|
$
|
2,516
|
|
|
$
|
2,171
|
|
|
$
|
3,818
|
|
Gross Profit
|
941
|
|
|
989
|
|
|
857
|
|
|
1,642
|
|
||||
Operating Income
|
311
|
|
|
358
|
|
|
211
|
|
|
863
|
|
||||
Income Before Income Taxes
|
235
|
|
|
282
|
|
|
142
|
|
|
787
|
|
||||
Net Income
|
143
|
|
|
178
|
|
|
92
|
|
|
490
|
|
||||
Net Income Per Basic Share (a)
|
$
|
0.49
|
|
|
$
|
0.62
|
|
|
$
|
0.32
|
|
|
$
|
1.69
|
|
Net Income Per Diluted Share (a)
|
$
|
0.48
|
|
|
$
|
0.61
|
|
|
$
|
0.31
|
|
|
$
|
1.65
|
|
(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.
|
|
January 31, 2015
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
1,462
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
1,681
|
|
Accounts Receivable, Net
|
1
|
|
|
197
|
|
|
54
|
|
|
—
|
|
|
252
|
|
|||||
Inventories
|
—
|
|
|
919
|
|
|
117
|
|
|
—
|
|
|
1,036
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
34
|
|
|
(1
|
)
|
|
—
|
|
|
33
|
|
|||||
Other
|
—
|
|
|
146
|
|
|
84
|
|
|
—
|
|
|
230
|
|
|||||
Total Current Assets
|
1
|
|
|
2,758
|
|
|
473
|
|
|
—
|
|
|
3,232
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
1,385
|
|
|
892
|
|
|
—
|
|
|
2,277
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
—
|
|
|
—
|
|
|
1,318
|
|
|||||
Trade Names and Other Intangible Assets, Net
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
4,635
|
|
|
14,003
|
|
|
1,405
|
|
|
(20,043
|
)
|
|
—
|
|
|||||
Other Assets
|
188
|
|
|
35
|
|
|
693
|
|
|
(610
|
)
|
|
306
|
|
|||||
Total Assets
|
$
|
4,824
|
|
|
$
|
19,910
|
|
|
$
|
3,463
|
|
|
$
|
(20,653
|
)
|
|
$
|
7,544
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
313
|
|
|
$
|
—
|
|
|
$
|
613
|
|
Accrued Expenses and Other
|
83
|
|
|
495
|
|
|
322
|
|
|
—
|
|
|
900
|
|
|||||
Income Taxes
|
(4
|
)
|
|
183
|
|
|
(13
|
)
|
|
—
|
|
|
166
|
|
|||||
Total Current Liabilities
|
79
|
|
|
978
|
|
|
622
|
|
|
—
|
|
|
1,679
|
|
|||||
Deferred Income Taxes
|
(4
|
)
|
|
(32
|
)
|
|
297
|
|
|
—
|
|
|
261
|
|
|||||
Long-term Debt
|
4,765
|
|
|
597
|
|
|
—
|
|
|
(597
|
)
|
|
4,765
|
|
|||||
Other Long-term Liabilities
|
—
|
|
|
609
|
|
|
224
|
|
|
(13
|
)
|
|
820
|
|
|||||
Total Equity (Deficit)
|
(16
|
)
|
|
17,758
|
|
|
2,320
|
|
|
(20,043
|
)
|
|
19
|
|
|||||
Total Liabilities and Equity (Deficit)
|
$
|
4,824
|
|
|
$
|
19,910
|
|
|
$
|
3,463
|
|
|
$
|
(20,653
|
)
|
|
$
|
7,544
|
|
|
February 1, 2014
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
1,353
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
1,519
|
|
Accounts Receivable, Net
|
—
|
|
|
177
|
|
|
67
|
|
|
—
|
|
|
244
|
|
|||||
Inventories
|
—
|
|
|
978
|
|
|
187
|
|
|
—
|
|
|
1,165
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
44
|
|
|
(16
|
)
|
|
—
|
|
|
28
|
|
|||||
Other
|
—
|
|
|
106
|
|
|
88
|
|
|
—
|
|
|
194
|
|
|||||
Total Current Assets
|
—
|
|
|
2,658
|
|
|
492
|
|
|
—
|
|
|
3,150
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
1,197
|
|
|
848
|
|
|
—
|
|
|
2,045
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
—
|
|
|
—
|
|
|
1,318
|
|
|||||
Trade Names and Other Intangible Assets, Net
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
4,468
|
|
|
14,058
|
|
|
1,015
|
|
|
(19,541
|
)
|
|
—
|
|
|||||
Other Assets
|
186
|
|
|
19
|
|
|
680
|
|
|
(611
|
)
|
|
274
|
|
|||||
Total Assets
|
$
|
4,654
|
|
|
$
|
19,661
|
|
|
$
|
3,035
|
|
|
$
|
(20,152
|
)
|
|
$
|
7,198
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
3
|
|
|
$
|
318
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
$
|
599
|
|
Accrued Expenses and Other
|
86
|
|
|
418
|
|
|
283
|
|
|
—
|
|
|
787
|
|
|||||
Current Portion of Long-term Debt
|
215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|||||
Income Taxes
|
(1
|
)
|
|
176
|
|
|
50
|
|
|
—
|
|
|
225
|
|
|||||
Total Current Liabilities
|
303
|
|
|
912
|
|
|
611
|
|
|
—
|
|
|
1,826
|
|
|||||
Deferred Income Taxes
|
(4
|
)
|
|
(27
|
)
|
|
241
|
|
|
—
|
|
|
210
|
|
|||||
Long-term Debt
|
4,761
|
|
|
597
|
|
|
—
|
|
|
(597
|
)
|
|
4,761
|
|
|||||
Other Long-term Liabilities
|
3
|
|
|
581
|
|
|
201
|
|
|
(15
|
)
|
|
770
|
|
|||||
Total Equity (Deficit)
|
(409
|
)
|
|
17,598
|
|
|
1,982
|
|
|
(19,540
|
)
|
|
(369
|
)
|
|||||
Total Liabilities and Equity (Deficit)
|
$
|
4,654
|
|
|
$
|
19,661
|
|
|
$
|
3,035
|
|
|
$
|
(20,152
|
)
|
|
$
|
7,198
|
|
|
2014
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
10,711
|
|
|
$
|
3,343
|
|
|
$
|
(2,600
|
)
|
|
$
|
11,454
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(6,449
|
)
|
|
(2,611
|
)
|
|
2,414
|
|
|
(6,646
|
)
|
|||||
Gross Profit
|
—
|
|
|
4,262
|
|
|
732
|
|
|
(186
|
)
|
|
4,808
|
|
|||||
General, Administrative and Store Operating Expenses
|
(6
|
)
|
|
(2,538
|
)
|
|
(446
|
)
|
|
135
|
|
|
(2,855
|
)
|
|||||
Operating Income (Loss)
|
(6
|
)
|
|
1,724
|
|
|
286
|
|
|
(51
|
)
|
|
1,953
|
|
|||||
Interest Expense
|
(324
|
)
|
|
(35
|
)
|
|
(9
|
)
|
|
44
|
|
|
(324
|
)
|
|||||
Other Income (Loss)
|
1
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
7
|
|
|||||
Income (Loss) Before Income Taxes
|
(329
|
)
|
|
1,689
|
|
|
283
|
|
|
(7
|
)
|
|
1,636
|
|
|||||
Provision (Benefit) for Income Taxes
|
(3
|
)
|
|
385
|
|
|
212
|
|
|
—
|
|
|
594
|
|
|||||
Equity in Earnings, Net of Tax
|
1,368
|
|
|
46
|
|
|
316
|
|
|
(1,730
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
1,042
|
|
|
$
|
1,350
|
|
|
$
|
387
|
|
|
$
|
(1,737
|
)
|
|
$
|
1,042
|
|
|
2014
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Income (Loss)
|
$
|
1,042
|
|
|
$
|
1,350
|
|
|
$
|
387
|
|
|
$
|
(1,737
|
)
|
|
$
|
1,042
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
(60
|
)
|
|||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Unrealized Gain (Loss) on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Total Comprehensive Income
|
$
|
1,042
|
|
|
$
|
1,350
|
|
|
$
|
382
|
|
|
$
|
(1,737
|
)
|
|
$
|
1,037
|
|
|
2013
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
10,047
|
|
|
$
|
3,190
|
|
|
$
|
(2,464
|
)
|
|
$
|
10,773
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(6,096
|
)
|
|
(2,598
|
)
|
|
2,350
|
|
|
(6,344
|
)
|
|||||
Gross Profit
|
—
|
|
|
3,951
|
|
|
592
|
|
|
(114
|
)
|
|
4,429
|
|
|||||
General, Administrative and Store Operating Expenses
|
(5
|
)
|
|
(2,403
|
)
|
|
(394
|
)
|
|
116
|
|
|
(2,686
|
)
|
|||||
Operating Income (Loss)
|
(5
|
)
|
|
1,548
|
|
|
198
|
|
|
2
|
|
|
1,743
|
|
|||||
Interest Expense
|
(314
|
)
|
|
(28
|
)
|
|
(11
|
)
|
|
39
|
|
|
(314
|
)
|
|||||
Other Income (Loss)
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
Income (Loss) Before Income Taxes
|
(319
|
)
|
|
1,520
|
|
|
204
|
|
|
41
|
|
|
1,446
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
305
|
|
|
238
|
|
|
—
|
|
|
543
|
|
|||||
Equity in Earnings, Net of Tax
|
1,222
|
|
|
118
|
|
|
462
|
|
|
(1,802
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
903
|
|
|
$
|
1,333
|
|
|
$
|
428
|
|
|
$
|
(1,761
|
)
|
|
$
|
903
|
|
|
2013
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Income (Loss)
|
$
|
903
|
|
|
$
|
1,333
|
|
|
$
|
428
|
|
|
$
|
(1,761
|
)
|
|
$
|
903
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Unrealized Gain (Loss) on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
Total Comprehensive Income
|
$
|
903
|
|
|
$
|
1,333
|
|
|
$
|
464
|
|
|
$
|
(1,761
|
)
|
|
$
|
939
|
|
|
2012
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
9,717
|
|
|
$
|
2,738
|
|
|
$
|
(1,996
|
)
|
|
$
|
10,459
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(5,649
|
)
|
|
(2,324
|
)
|
|
1,900
|
|
|
(6,073
|
)
|
|||||
Gross Profit
|
—
|
|
|
4,068
|
|
|
414
|
|
|
(96
|
)
|
|
4,386
|
|
|||||
General, Administrative and Store Operating Expenses
|
(5
|
)
|
|
(2,435
|
)
|
|
(373
|
)
|
|
93
|
|
|
(2,720
|
)
|
|||||
Impairment of Goodwill and Other Intangible Assets
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
|||||
Operating Income (Loss)
|
(5
|
)
|
|
1,633
|
|
|
(52
|
)
|
|
(3
|
)
|
|
1,573
|
|
|||||
Interest Expense
|
(316
|
)
|
|
(22
|
)
|
|
(10
|
)
|
|
32
|
|
|
(316
|
)
|
|||||
Other Income (Loss)
|
—
|
|
|
1
|
|
|
23
|
|
|
—
|
|
|
24
|
|
|||||
Income (Loss) Before Income Taxes
|
(321
|
)
|
|
1,612
|
|
|
(39
|
)
|
|
29
|
|
|
1,281
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
359
|
|
|
169
|
|
|
—
|
|
|
528
|
|
|||||
Equity in Earnings, Net of Tax
|
1,074
|
|
|
(171
|
)
|
|
441
|
|
|
(1,344
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
753
|
|
|
$
|
1,082
|
|
|
$
|
233
|
|
|
$
|
(1,315
|
)
|
|
$
|
753
|
|
|
2012
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Income (Loss)
|
$
|
753
|
|
|
$
|
1,082
|
|
|
$
|
233
|
|
|
$
|
(1,315
|
)
|
|
$
|
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
|
|
|
$
|
235
|
|
|
$
|
(1,315
|
)
|
|
$
|
757
|
|
|
2014
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(333
|
)
|
|
$
|
1,677
|
|
|
$
|
442
|
|
|
$
|
—
|
|
|
$
|
1,786
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(486
|
)
|
|
(229
|
)
|
|
—
|
|
|
(715
|
)
|
|||||
Other Investing Activities
|
—
|
|
|
(1
|
)
|
|
17
|
|
|
—
|
|
|
16
|
|
|||||
Net Cash Used for Investing Activities
|
—
|
|
|
(487
|
)
|
|
(212
|
)
|
|
—
|
|
|
(699
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments of Long-term Debt
|
(213
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(213
|
)
|
|||||
Borrowings from Revolving Facility
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Repayments on Revolving Facility
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Financing Costs
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Repurchase of Common Stock
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||||
Dividends Paid
|
(691
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|||||
Excess Tax Benefits from Share-based Compensation
|
—
|
|
|
37
|
|
|
6
|
|
|
—
|
|
|
43
|
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
1,295
|
|
|
(1,118
|
)
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options and Other
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
333
|
|
|
(1,081
|
)
|
|
(171
|
)
|
|
—
|
|
|
(919
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Net Increase in Cash and Cash Equivalents
|
—
|
|
|
109
|
|
|
53
|
|
|
—
|
|
|
162
|
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
1,353
|
|
|
166
|
|
|
—
|
|
|
1,519
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
1,462
|
|
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
1,681
|
|
|
2013
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(302
|
)
|
|
$
|
1,323
|
|
|
$
|
227
|
|
|
$
|
—
|
|
|
$
|
1,248
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(475
|
)
|
|
(216
|
)
|
|
—
|
|
|
(691
|
)
|
|||||
Return of Capital from Third-party Apparel Sourcing Business Investment
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
|||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Net Cash Used for Investing Activities
|
—
|
|
|
(475
|
)
|
|
(180
|
)
|
|
—
|
|
|
(655
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Long-term Debt, Net of Issuance and Discount Costs
|
495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|||||
Borrowings from Revolving Facility
|
290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
290
|
|
|||||
Repayments on Revolving Facility
|
(290
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|||||
Repurchase of Common Stock
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|||||
Dividends Paid
|
(349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|||||
Excess Tax Benefits from Share-based Compensation
|
—
|
|
|
31
|
|
|
5
|
|
|
—
|
|
|
36
|
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
184
|
|
|
57
|
|
|
(241
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options and Other
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
302
|
|
|
88
|
|
|
(236
|
)
|
|
—
|
|
|
154
|
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
936
|
|
|
(190
|
)
|
|
—
|
|
|
746
|
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
417
|
|
|
356
|
|
|
—
|
|
|
773
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
1,353
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
1,519
|
|
|
2012
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(361
|
)
|
|
$
|
1,389
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
1,351
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(344
|
)
|
|
(244
|
)
|
|
—
|
|
|
(588
|
)
|
|||||
Return of Capital from Third-party Apparel Sourcing Business Investment
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||
Proceeds from Sale of Express Common Stock
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Net Investments in Consolidated Affiliates
|
—
|
|
|
36
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|||||
Other Investing Activities
|
—
|
|
|
17
|
|
|
5
|
|
|
—
|
|
|
22
|
|
|||||
Net Cash 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
|
1,459
|
|
|
(1,147
|
)
|
|
(348
|
)
|
|
36
|
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options and Other
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
361
|
|
|
(1,052
|
)
|
|
(327
|
)
|
|
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
|
|
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)
|
|
13,311,131
|
|
|
$
|
34.93
|
|
(2)
|
11,746,402
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
13,311,131
|
|
|
$
|
34.93
|
|
|
11,746,402
|
|
(1)
|
Includes the following plans: L Brands, Inc. 2011 Stock Option and Performance Incentive Plan and L Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2009 restatement).
|
(2)
|
Does not include outstanding rights to receive Common Stock upon the vesting of restricted shares awards.
|
|
|
|
|
4.6
|
|
Second Supplemental Indenture dated as of July 17, 2007 between the Company 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
|
|
Indenture, dated as of June 19, 2009, among the Company, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
Registration Rights Agreement, dated as of June 19, 2009, among the Company, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
Third Supplemental Indenture dated as of May 4, 2010 between the Company, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
Fourth Supplemental Indenture dated as of January 29, 2011 between the Company, 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 March 22, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
Form of Fifth Supplemental Indenture dated as of March 25, 2011 between the Company, 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 March 22, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
Sixth Supplemental Indenture dated as of February 7, 2012 among the Company, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.13
|
|
Seventh Supplemental Indenture dated as of March 22, 2013 between the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1.8 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-191968) filed on October 29, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.14
|
|
Eighth Supplemental Indenture dated as of October 16, 2013 between the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1.9 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-191968) filed on October 29, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.15
|
|
Amendment and Restatement Agreement dated July 18, 2014 among L Brands, Inc., a Delaware corporation, L (Overseas) Holdings LP, an Alberta limited partnership, Canadian Retail Holdings Corporation, a Nova Scotia company, Victoria’s Secret UK Limited, a company organized under the laws of England and Wales, and Mast Industries (Far East) Limited, a Hong Kong corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”), in respect of the Amended and Restated Five-Year Revolving Credit Agreement dated as of July 15, 2011 among the Company, the lenders from time to time party thereto and the Administrative Agent.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.16
|
|
Ninth Supplemental Indenture dated as of January 30, 2015 among the Registrant, the New Guarantors, The Bank of New York Mellon Trust Company, as Trustee, and the Old Guarantors to the Base Indenture dated as of March 15, 1988, as amended, relating to the 7.000% Senior Notes due 2020, the 6.625% Senior Notes due 2021, the 5.625% Senior Notes due 2022 and the 5.625% Senior Notes due 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.17
|
|
Second Supplemental Indenture dated as of January 30, 2015 among the Registrant , the New Guarantors, The Bank of New York Mellon Trust Company, as Trustee and the Old Guarantors to the Base Indenture dated as of June 19, 2009, as amended, relating to the 8.50% Senior Notes due 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Company's 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
|
|
The Company's 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
|
|
The Company's 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 the Company, 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 the Company's 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 the Company's 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
|
|
The Company's 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
|
|
The Company's 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
|
|
The Company's 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
|
|
The Company's 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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
Employment Agreement dated as of November 24, 2006 among the Company, 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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
Employment Agreement effective as of April 9, 2007 among the Company and Stuart Burgdoerfer incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated April 11, 2007.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
The Company's 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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
Employment Agreement dated as of December 31, 2007 among the Company, beautyAvenues, 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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20
|
|
The Company's 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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
Employment Agreement dated as of November 30, 2012 among the Company 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.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
Employment Agreement dated as of March 15, 2013 among the Company, Bath & Body Works Brand Management, Inc. and Nicholas P. M. Coe incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.**
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
Form of Sixth Amended and Restated Master Aircraft Time Sharing Agreement incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 10, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
L 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/ 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/ S
TEPHEN
S
TEINOUR
**
|
|
Director
|
Stephen Steinour
|
|
|
|
|
|
/s/ A
LLAN
R. T
ESSLER
**
|
|
Director
|
Allan R. Tessler
|
|
|
|
|
|
/s/ A
BIGAIL
S. W
EXNER
**
|
|
Director
|
Abigail S. Wexner
|
|
|
|
|
|
/s/ R
AYMOND
Z
IMMERMAN
**
|
|
Director
|
Raymond Zimmerman
|
|
|
**
|
The undersigned, by signing his name hereto, does hereby sign this report on behalf of each of the above-indicated directors of the registrant pursuant to powers of attorney executed by such directors.
|
By:
|
/s/ STUART B. BURGDOERFER
|
|
Stuart B. Burgdoerfer
Attorney-in-fact
|
Exhibit No.
|
|
Document
|
|
|
|
10.23
|
|
Sixth 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
|
A.
|
The Company controls and operates, in the legal capacity of lessee, each Aircraft (defined in Section 1.1 hereof).
|
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 a director, officer or high ranking executive employee of the Company or an Affiliate.
|
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 (defined in Section 1.1 hereof).
|
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; by the Fourth Amended and Restated Master Aircraft Time Sharing Agreement, dated as of May 21, 2008; and by the Fifth Amended and Restated Master Aircraft Time Sharing Agreement, dated as of October 19, 2010.
|
A.
|
Since October 19, 2010, each of the prior Time Share Lessees, except those whose names appear on the signature page(s) hereto, has ceased to be a Time Share Lessee.
|
B.
|
For convenience, the Company and the Time Share Lessees desire to restate the Original Agreement, as amended, in its entirety.
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
|
January 28, 2012
|
|
January 29, 2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
(in millions)
|
||||||||||||||||||
Income before income taxes,
noncontrolling interest and cumulative
effect of change in accounting principle
|
$
|
1,636
|
|
|
$
|
1,446
|
|
|
$
|
1,280
|
|
|
$
|
1,226
|
|
|
$
|
1,251
|
|
Fixed charges (excluding capitalized
interest)
|
440
|
|
|
429
|
|
|
426
|
|
|
354
|
|
|
329
|
|
|||||
Distributions from equity method
investments, net of income or loss from
equity investees
|
(4
|
)
|
|
49
|
|
|
11
|
|
|
—
|
|
|
(3
|
)
|
|||||
Total earnings
|
$
|
2,072
|
|
|
$
|
1,924
|
|
|
$
|
1,717
|
|
|
$
|
1,580
|
|
|
$
|
1,577
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of minimum rent
representative of interest
|
$
|
119
|
|
|
$
|
114
|
|
|
$
|
107
|
|
|
$
|
105
|
|
|
$
|
118
|
|
Interest on indebtedness (including
capitalized interest)
|
324
|
|
|
314
|
|
|
317
|
|
|
246
|
|
|
208
|
|
|||||
Total fixed charges
|
$
|
443
|
|
|
$
|
428
|
|
|
$
|
424
|
|
|
$
|
351
|
|
|
$
|
326
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.7
|
|
|
4.5
|
|
|
4.1
|
|
|
4.5
|
|
|
4.8
|
|
Subsidiaries (a)
|
|
Jurisdiction of
Incorporation
|
Bath & Body Works Direct, Inc. (b)
|
|
Delaware
|
L Brands Store Design & Construction, Inc. (c)
|
|
Delaware
|
Henri Bendel, Inc. (d)
|
|
Delaware
|
Mast Industries, Inc. (e)
|
|
Delaware
|
Mast Industries (Far East) Limited (f)
|
|
Hong Kong
|
Mast Logistics Services, Inc. (g)
|
|
Delaware
|
L Brands Service Company, LLC (h)
|
|
Delaware
|
Mast Technology Services, Inc. (i)
|
|
Delaware
|
Retail Store Operations, Inc. (j)
|
|
Delaware
|
L 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)
|
|
Nova Scotia
|
Bath & Body Works (Canada) Corporation (u)
|
|
Nova Scotia
|
Victoria's Secret (Canada) Corporation (v)
|
|
Nova Scotia
|
Victoria's Secret UK Limited (w)
|
|
United Kingdom
|
Puerto Rico Store Operations, 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 1, 2014.
|
(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)
|
L Brands Store Design & Construction, 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 Retail 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 L (Overseas) Holdings LP, an Alberta limited partnership and majority owned by L Brands (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)
|
Mast 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)
|
L 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)
|
Mast Technology Services, Inc., a Delaware corporation, is a wholly owned subsidiary of L 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)
|
Retail 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)
|
L 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 Retail 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 Retail 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 Nova Scotia corporation, is a wholly owned subsidiary of Canadian Retail Holdings Corporation, 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 L (Overseas) Holdings LP, an Alberta limited partnership and majority owned by L Brands (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 Canadian Retail Holdings Corporation, 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 L (Overseas) Holdings LP, an Alberta limited partnership and majority owned by L Brands (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 Canadian Retail Holdings Corporation, 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 L (Overseas) Holdings LP, an Alberta limited partnership and majority owned by L Brands (Overseas) Inc., a Delaware corporation and a wholly owned subsidiary of Intimate Brands Holding, LLC, a Delaware limited liabilit
|
(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 L (Overseas) Holdings LP, an Alberta limited partnership and majority owned by L Brands (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 L (Overseas) Holdings LP, an Alberta limited partnership and majority owned by L Brands (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/ 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/ STEPHEN STEINOUR
|
Stephen Steinour
|
/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 L 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:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ LESLIE H. WEXNER
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Leslie H. Wexner
Chairman and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of L Brands, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(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
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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.
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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 20, 2015
for the fiscal year ended
January 31, 2015
(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
|
|
Leslie H. Wexner
Chairman and Chief Executive Officer
|
|
|
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/s/ STUART B. BURGDOERFER
|
|
Stuart B. Burgdoerfer
Executive Vice President and
Chief Financial Officer
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