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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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Item 16.
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January 28, 2017
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January 30, 2016
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||
Victoria’s Secret U.S.
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1,131
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1,118
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Victoria’s Secret Canada
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46
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46
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Bath & Body Works U.S.
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1,591
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1,574
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Bath & Body Works Canada
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102
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98
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Victoria's Secret U.K.
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18
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14
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Victoria's Secret Beauty and Accessories
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31
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—
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La Senza U.S.
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4
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—
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La Senza Canada
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122
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126
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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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3,074
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3,005
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Beginning
of Year
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Opened
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Closed
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Acquired (a)
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End of Year
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|||||
2016
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3,005
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72
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(29
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)
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26
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3,074
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2015
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2,969
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72
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(36
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)
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—
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3,005
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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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—
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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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—
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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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—
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2,876
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January 28, 2017
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January 30, 2016
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||
Victoria’s Secret Beauty and Accessories
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391
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373
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Victoria’s Secret
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28
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19
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Bath & Body Works
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159
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125
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La Senza
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203
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221
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Total
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781
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738
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•
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At Victoria’s Secret, we market glamorous and sexy product lines to our customers. While bras and panties are the core of what we do, this brand also gives our customers choices in beauty products, fragrances, loungewear, athletic attire and personal care accessories.
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•
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At PINK, we market products to the college-aged woman. While bras and panties are the core of what we do, this brand also gives our customers choices in apparel, loungewear, athletic attire, personal care accessories and swim.
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•
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Bath & Body Works caters to our customers’ entire well-being, providing shower gels and lotions, aromatherapy, home fragrance, soaps and sanitizers and personal care 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 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 internationally and related risks;
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•
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our 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 ability to protect our reputation and our brand images;
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•
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our ability to attract customers with marketing, advertising and promotional programs;
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•
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our ability to protect our trade names, trademarks and patents;
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•
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the highly competitive nature of the retail industry and the segments in which we operate;
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•
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consumer acceptance of our products and our ability to manage the life cycle of our brands, 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, significant health hazards, environmental hazards or natural disasters;
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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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our geographic concentration of supplier and distribution facilities in central Ohio;
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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 ability to pay dividends and related effects;
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•
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our ability 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 associates and manage labor-related costs;
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•
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the ability of our manufacturers to deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations;
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•
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fluctuations in product input costs;
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•
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our ability to adequately protect our assets from loss and theft;
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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 ability to maintain the security of customer, associate, supplier or company information;
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•
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our ability to comply with regulatory requirements;
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•
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legal and compliance matters; and
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•
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tax, trade and other regulatory matters.
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•
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political instability, significant health hazards, environmental hazards or natural disasters which could negatively affect international economies, financial markets and business activity;
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•
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imposition of new or retaliatory trade duties, sanctions or taxes and other charges on imports or exports;
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•
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evolving, new or complex 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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6,938,000
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New York
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Office, sourcing and product development/design
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580,000
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Kettering, Ohio
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Call center
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94,000
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Montreal, Quebec, Canada
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Office
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60,000
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Hong Kong
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Office and sourcing
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60,000
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Mainland China
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Office
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27,000
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Various international locations
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Office and sourcing
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128,000
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•
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391
Victoria’s Secret Beauty and Accessories stores in more than
70
countries;
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•
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203
La Senza stores in
24
countries;
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•
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159
Bath & Body Works stores in
30
countries;
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•
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23
Victoria's Secret stores in
12
countries; and
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•
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5
PINK stores in
3
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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||||||||
2016
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Fourth quarter
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$
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75.50
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$
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58.75
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$
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0.60
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Third quarter
|
79.67
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69.33
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0.60
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|||||
Second quarter
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80.20
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60.00
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0.60
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|||||
First quarter
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97.35
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75.91
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2.60
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(a)
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|||||
2015
|
|
|
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||||||
Fourth quarter
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$
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101.11
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$
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88.66
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|
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$
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0.50
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|
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Third quarter
|
97.93
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|
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75.11
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|
|
0.50
|
|
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|||
Second quarter
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92.13
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80.42
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0.50
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|||
First quarter
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95.78
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82.38
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2.50
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(b)
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(a)
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In February 2016, our Board of Directors declared an increase in our quarterly common stock dividend from $0.50 to $0.60 per share and a special dividend of $2 per share. Both dividends were distributed on March 4, 2016 to shareholders of record at the close of business on February 19, 2016.
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(b)
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In February 2015, our Board of Directors declared an increase in our quarterly common stock dividend from $0.34 to $0.50 per share and a special dividend of $2 per share. Both dividends were distributed on March 6, 2015 to shareholders of record at the close of business on February 20, 2015.
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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 28, 2012, including reinvestment of dividends.
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(b)
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The January 28, 2017 cumulative total return includes the $2 special dividend in March 2016.
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(c)
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The January 30, 2016 cumulative total return includes the $2 special dividend in March 2015.
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(d)
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The January 31, 2015 cumulative total return includes the $1 special dividend in March 2014.
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(e)
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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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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
Dollar Value of Shares
that May
Yet be Purchased
Under the Programs (c)
|
||||||
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(in thousands)
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(in thousands)
|
||||||||
November 2016
|
|
178
|
|
|
$
|
66.67
|
|
|
165
|
|
|
$
|
79,139
|
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December 2016
|
|
21
|
|
|
69.90
|
|
|
14
|
|
|
78,146
|
|
||
January 2017
|
|
273
|
|
|
61.16
|
|
|
270
|
|
|
61,636
|
|
||
Total
|
|
472
|
|
|
63.63
|
|
|
449
|
|
|
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(a)
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The total number of shares repurchased includes shares repurchased as part of publicly announced programs, with the remainder relating to shares repurchased in connection with tax payments due upon vesting of employee restricted stock awards and the use of our stock to pay the exercise price on employee stock options.
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(b)
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The average price paid per share includes any broker commissions.
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(c)
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For additional share repurchase program information, see Note
19
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
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|
|
Fiscal Year Ended
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||||||||||||||||||
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January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013(a)
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||||||||||
|
|
(in millions)
|
||||||||||||||||||
Summary of Operations
|
|
|
|
|
|
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|
|
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|
||||||||||
Net Sales
|
|
$
|
12,574
|
|
|
$
|
12,154
|
|
|
$
|
11,454
|
|
|
$
|
10,773
|
|
|
$
|
10,459
|
|
Gross Profit
|
|
5,125
|
|
|
5,204
|
|
|
4,808
|
|
|
4,429
|
|
|
4,386
|
|
|||||
Operating Income (b)
|
|
2,003
|
|
|
2,192
|
|
|
1,953
|
|
|
1,743
|
|
|
1,573
|
|
|||||
Net Income (c)
|
|
1,158
|
|
|
1,253
|
|
|
1,042
|
|
|
903
|
|
|
753
|
|
|||||
|
|
(as a percentage of net sales)
|
||||||||||||||||||
Gross Profit
|
|
40.8
|
%
|
|
42.8
|
%
|
|
42.0
|
%
|
|
41.1
|
%
|
|
41.9
|
%
|
|||||
Operating Income
|
|
15.9
|
%
|
|
18.0
|
%
|
|
17.1
|
%
|
|
16.2
|
%
|
|
15.0
|
%
|
|||||
Net Income
|
|
9.2
|
%
|
|
10.3
|
%
|
|
9.1
|
%
|
|
8.4
|
%
|
|
7.2
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Basic Share
|
|
$
|
4.04
|
|
|
$
|
4.30
|
|
|
$
|
3.57
|
|
|
$
|
3.12
|
|
|
$
|
2.60
|
|
Net Income Per Diluted Share
|
|
$
|
3.98
|
|
|
$
|
4.22
|
|
|
$
|
3.50
|
|
|
$
|
3.05
|
|
|
$
|
2.54
|
|
Dividends Per Share
|
|
$
|
4.40
|
|
|
$
|
4.00
|
|
|
$
|
2.36
|
|
|
$
|
1.20
|
|
|
$
|
5.00
|
|
Weighted Average Diluted Shares Outstanding (in millions)
|
|
291
|
|
|
297
|
|
|
298
|
|
|
296
|
|
|
297
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Information
|
|
(in millions)
|
||||||||||||||||||
Cash and Cash Equivalents
|
|
$
|
1,934
|
|
|
$
|
2,548
|
|
|
$
|
1,681
|
|
|
$
|
1,519
|
|
|
$
|
773
|
|
Total Assets
|
|
8,170
|
|
|
8,493
|
|
|
7,476
|
|
|
7,127
|
|
|
5,946
|
|
|||||
Working Capital
|
|
1,451
|
|
|
2,281
|
|
|
1,520
|
|
|
1,296
|
|
|
638
|
|
|||||
Net Cash Provided by Operating Activities
|
|
1,890
|
|
|
1,869
|
|
|
1,786
|
|
|
1,248
|
|
|
1,351
|
|
|||||
Capital Expenditures
|
|
990
|
|
|
727
|
|
|
715
|
|
|
691
|
|
|
588
|
|
|||||
Long-term Debt
|
|
5,700
|
|
|
5,715
|
|
|
4,722
|
|
|
4,711
|
|
|
4,425
|
|
|||||
Other Long-term Liabilities
|
|
831
|
|
|
904
|
|
|
820
|
|
|
770
|
|
|
818
|
|
|||||
Shareholders’ Equity (Deficit)
|
|
(729
|
)
|
|
(259
|
)
|
|
18
|
|
|
(370
|
)
|
|
(1,015
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable Sales Increase (d)
|
|
2
|
%
|
|
5
|
%
|
|
4
|
%
|
|
1
|
%
|
|
6
|
%
|
|||||
Comparable Store Sales Increase (d)
|
|
1
|
%
|
|
5
|
%
|
|
4
|
%
|
|
2
|
%
|
|
6
|
%
|
|||||
Return on Average Assets
|
|
14
|
%
|
|
16
|
%
|
|
14
|
%
|
|
14
|
%
|
|
13
|
%
|
|||||
Current Ratio
|
|
1.7
|
|
|
2.2
|
|
|
1.9
|
|
|
1.7
|
|
|
1.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stores and Associates at End of Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of Stores (e)
|
|
3,074
|
|
|
3,005
|
|
|
2,969
|
|
|
2,923
|
|
|
2,876
|
|
|||||
Selling Square Feet (in thousands) (e)
|
|
12,395
|
|
|
11,902
|
|
|
11,536
|
|
|
11,169
|
|
|
10,849
|
|
|||||
Number of Associates
|
|
93,600
|
|
|
87,900
|
|
|
80,100
|
|
|
94,600
|
|
|
99,400
|
|
(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 2016, a $35 million charge related to announced actions at Victoria's Secret, including severance charges, fabric cancellations and the write-off of catalogue paper.
|
(ii)
|
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.
|
(c)
|
In addition to the items previously discussed in (b), net income includes the effect of the following items:
|
(i)
|
In 2016, a
$70 million
gain related to a
$124 million
cash distribution from Easton Town Center, LLC, a
$42 million
tax benefit related to the favorable resolution of a discrete income tax matter, partially offset by a
$22 million
loss associated with the early extinguishment of our 2017 Notes.
|
(ii)
|
In 2015, a
$69 million
gain related to the divestiture of our remaining ownership interest in our third-party apparel sourcing business.
|
(iii)
|
In 2012, a $13 million gain related to $13 million in cash distributions from certain of our investments in Easton, an approximately
1,300
acre planned community in Columbus, Ohio that integrates office, hotel, retail, residential and recreational space.
|
(d)
|
The percentage change in comparable sales represents direct and comparable store sales. 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 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 sales are calculated on a comparable calendar period. Therefore, the percentage change in comparable sales for 2016, 2015, 2014 and 2013 were calculated on a 52 to 52 week basis and the percentage change in comparable sales for 2012 was calculated on a 53 to 53 week basis. Comparable sales attributable to our international stores are calculated on a constant currency basis.
|
(e)
|
Number of stores and selling square feet excludes independently owned Victoria's Secret Beauty and Accessories, Victoria's Secret, PINK, Bath & Body Works and La Senza stores operated by our partners.
|
•
|
Grow our business in North America;
|
•
|
Extend our core brands internationally; and
|
•
|
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 International Stores
— We have made significant progress in expanding Victoria's Secret internationally, in particular in Greater China. We have established a regional office with a management team with experience in growing global brands in the region. In fiscal 2017, we plan to open six Victoria's Secret full-assortment stores in Greater China, with two of them having opened in February 2017. In the U.K., we opened three company-owned Victoria’s Secret full-assortment stores and one PINK store, bringing the total to 18. In
2017
, we plan to open two additional Victoria’s Secret full-assortment stores and one PINK store in the U.K. We also plan to open our first Victoria's Secret full-assortment store in Ireland in 2017. Finally, our partners opened seven Victoria’s Secret full-assortment stores and two PINK stores in
2016
with notable openings in Russia, Mexico and Singapore, bringing the total to
28
. Our partners plan to open an additional 10 to 15 Victoria's Secret full-assortment stores and one PINK store in
2017
.
|
•
|
Victoria's Secret Beauty and Accessories Stores
— We acquired
26
Victoria's Secret Beauty and Accessories stores from our partner in Greater China, while opening five net new stores in the region during the year. Our partners opened 44 net new Victoria’s Secret Beauty and Accessories stores, bringing the total to
391
. These stores are located in local markets, airports and tourist destinations, and are focused on Victoria’s Secret branded beauty and accessory products. Our partners plan to open an additional 45 to 60 Victoria’s Secret Beauty and Accessories stores in
2017
.
|
•
|
Bath & Body Works International Stores
— Our partners opened 34 net new Bath & Body Works stores in
2016
, bringing the total in the Middle East, Latin America, Southeast Asia and Europe to
159
. Our partners plan to open 45 to 55 additional stores in
2017
.
|
•
|
Continued to expand company-owned Victoria's Secret and PINK stores in the U.S., Canada, and U.K. and company-owned Bath & Body Works stores in the U.S. and Canada;
|
•
|
Continued to grow our direct businesses, increasing sales by 6%;
|
•
|
Continued to expand Bath & Body Works and Victoria’s Secret stores and Victoria’s Secret Beauty and Accessories stores with partners throughout the world;
|
•
|
Made a number of important changes to our Victoria’s Secret business to simplify the business and accelerate growth. Notably, we reorganized the business and integrated the direct channel into three separate business units (Lingerie, PINK and Beauty), eliminated the non-core merchandise categories of swim and apparel in order to increase focus and accelerate growth in our core categories, and we evolved how the business connects with customers through more focus on brand-building and loyalty-enhancing marketing rather than traditional catalogues and offers;
|
•
|
Moved from a franchise operating model to a wholly-owned model in Greater China by reacquiring franchise rights from one of our partners which included 26 existing Victoria's Secret Beauty and Accessories stores, launched our online business in Greater China on Tmall Global, and built the capability and infrastructure to support future growth; and
|
•
|
Our capital expenditures of
$990 million
included $772 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.
|
(in millions, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Detail of Special Items included in Operating Income - Income (Expense)
|
|
|
|
|
|
||||||
Victoria's Secret Restructuring (a)
|
$
|
(35
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Special Items included in Operating Income
|
$
|
(35
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Other Income - Income (Loss)
|
|
|
|
|
|
||||||
Loss on Extinguishment of Debt (b)
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain on Distribution from Easton Town Center, LLC (c)
|
108
|
|
|
—
|
|
|
—
|
|
|||
Gain on Divestiture of Third-party Apparel Sourcing Business (d)
|
—
|
|
|
78
|
|
|
—
|
|
|||
Total Special Items included in Other Income
|
$
|
72
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Provision for Income Taxes - Benefit (Provision)
|
|
|
|
|
|
||||||
Tax Benefit from the Settlement of a Discrete Tax Matter (e)
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax Effect of Special Items included in Operating Income and Other Income
|
(11
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Total Special Items included in Provision for Income Taxes
|
$
|
30
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Operating Income to Adjusted Operating Income
|
|
|
|
|
|
||||||
Reported Operating Income
|
$
|
2,003
|
|
|
$
|
2,192
|
|
|
$
|
1,953
|
|
Special Items included in Operating Income
|
35
|
|
|
—
|
|
|
—
|
|
|||
Adjusted Operating Income
|
$
|
2,037
|
|
|
$
|
2,192
|
|
|
$
|
1,953
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Net Income to Adjusted Net Income
|
|
|
|
|
|
||||||
Reported Net Income
|
$
|
1,158
|
|
|
$
|
1,253
|
|
|
$
|
1,042
|
|
Special Items included in Net Income
|
(68
|
)
|
|
(69
|
)
|
|
—
|
|
|||
Adjusted Net Income
|
$
|
1,090
|
|
|
$
|
1,184
|
|
|
$
|
1,042
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Earnings Per Diluted Share to Adjusted Earnings Per Diluted Share
|
|
|
|
|
|
||||||
Reported Earnings Per Diluted Share
|
$
|
3.98
|
|
|
$
|
4.22
|
|
|
$
|
3.50
|
|
Special Items included in Earnings Per Diluted Share
|
(0.23
|
)
|
|
(0.23
|
)
|
|
—
|
|
|||
Adjusted Earnings Per Diluted Share
|
$
|
3.74
|
|
|
$
|
3.99
|
|
|
$
|
3.50
|
|
(a)
|
In the first quarter of 2016, strategic actions within the Victoria’s Secret segment were taken, designed to focus the brand on its core merchandise categories and streamline operations. As a result of these actions, we recorded charges related to severance and related costs, fabric cancellations and catalogue paper write-offs. For additional information see Note
5
, "Restructuring Activities" included in Item
8
. Financial Statements and Supplementary Data.
|
(b)
|
In the second quarter of 2016, we repurchased our
$700 million
6.90% Senior Unsecured Notes due July 2017 resulting in a pre-tax loss on extinguishment of
$36 million
(after-tax loss of
$22 million
). For additional information see Note
12
, "Long-term Debt" included in Item
8
. Financial Statements and Supplementary Data.
|
(c)
|
In the second quarter of 2016, we received a
$124 million
cash distribution from Easton Town Center, LLC resulting in a pre-tax gain of
$108 million
(after-tax gain of
$70 million
). For additional information see Note
9
, "Equity Investments and Other" included in Item
8
. Financial Statements and Supplementary Data.
|
(d)
|
In the first quarter of 2015, we divested our remaining ownership interest in our third-party apparel sourcing business. We received cash proceeds of
$85 million
and recognized a pre-tax gain of
$78 million
(after-tax gain of
$69 million
). For additional information see Note
9
, "Equity Investments and Other" included in Item
8
. Financial Statements and Supplementary Data.
|
(e)
|
In the fourth quarter of 2016, we recorded a
$42 million
tax benefit related to the favorable resolution of a discrete income tax matter. For additional information see Note
11
, "Income Taxes" included in Item
8
. Financial Statements and Supplementary Data.
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||
Sales per Average Selling Square Foot
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
$
|
844
|
|
|
$
|
864
|
|
|
$
|
836
|
|
|
(2
|
%)
|
|
3
|
%
|
Bath & Body Works U.S.
|
831
|
|
|
815
|
|
|
774
|
|
|
2
|
%
|
|
5
|
%
|
|||
Sales per Average Store (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
$
|
5,288
|
|
|
$
|
5,300
|
|
|
$
|
5,061
|
|
|
—
|
%
|
|
5
|
%
|
Bath & Body Works U.S.
|
2,010
|
|
|
1,933
|
|
|
1,828
|
|
|
4
|
%
|
|
6
|
%
|
|||
Average Store Size (selling square feet)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
6,349
|
|
|
6,187
|
|
|
6,083
|
|
|
3
|
%
|
|
2
|
%
|
|||
Bath & Body Works U.S.
|
2,459
|
|
|
2,382
|
|
|
2,359
|
|
|
3
|
%
|
|
1
|
%
|
|||
Total Selling Square Feet (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
7,181
|
|
|
6,917
|
|
|
6,679
|
|
|
4
|
%
|
|
4
|
%
|
|||
Bath & Body Works U.S.
|
3,912
|
|
|
3,749
|
|
|
3,675
|
|
|
4
|
%
|
|
2
|
%
|
Number of Stores
|
|
2016
|
|
2015
|
|
2014
|
|||
Victoria’s Secret U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,118
|
|
|
1,098
|
|
|
1,060
|
|
Opened
|
|
23
|
|
|
28
|
|
|
45
|
|
Closed
|
|
(10
|
)
|
|
(8
|
)
|
|
(7
|
)
|
End of Period
|
|
1,131
|
|
|
1,118
|
|
|
1,098
|
|
Victoria’s Secret Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
46
|
|
|
41
|
|
|
34
|
|
Opened
|
|
—
|
|
|
6
|
|
|
7
|
|
Closed
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
End of Period
|
|
46
|
|
|
46
|
|
|
41
|
|
Bath & Body Works U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
1,574
|
|
|
1,558
|
|
|
1,559
|
|
Opened
|
|
30
|
|
|
23
|
|
|
14
|
|
Closed
|
|
(13
|
)
|
|
(7
|
)
|
|
(15
|
)
|
End of Period
|
|
1,591
|
|
|
1,574
|
|
|
1,558
|
|
Bath & Body Works Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
98
|
|
|
88
|
|
|
79
|
|
Opened
|
|
5
|
|
|
10
|
|
|
10
|
|
Closed
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
End of Period
|
|
102
|
|
|
98
|
|
|
88
|
|
|
|
|
|
|
|
|
Number of Stores (continued)
|
|
2016
|
|
2015
|
|
2014
|
|||
Victoria's Secret U.K.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
14
|
|
|
10
|
|
|
5
|
|
Opened
|
|
4
|
|
|
4
|
|
|
5
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
18
|
|
|
14
|
|
|
10
|
|
Victoria's Secret Beauty and Accessories
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquired (a)
|
|
26
|
|
|
—
|
|
|
—
|
|
Opened
|
|
6
|
|
|
—
|
|
|
—
|
|
Closed
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
End of Period
|
|
31
|
|
|
—
|
|
|
—
|
|
La Senza U.S.
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
—
|
|
|
—
|
|
|
—
|
|
Opened
|
|
4
|
|
|
—
|
|
|
—
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
4
|
|
|
—
|
|
|
—
|
|
La Senza Canada
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
126
|
|
|
145
|
|
|
157
|
|
Opened
|
|
—
|
|
|
1
|
|
|
—
|
|
Closed
|
|
(4
|
)
|
|
(20
|
)
|
|
(12
|
)
|
End of Period
|
|
122
|
|
|
126
|
|
|
145
|
|
Henri Bendel
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
29
|
|
|
29
|
|
|
29
|
|
Opened
|
|
—
|
|
|
—
|
|
|
—
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
29
|
|
|
29
|
|
|
29
|
|
Total
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
3,005
|
|
|
2,969
|
|
|
2,923
|
|
Acquired (a)
|
|
26
|
|
|
—
|
|
|
—
|
|
Opened
|
|
72
|
|
|
72
|
|
|
81
|
|
Closed
|
|
(29
|
)
|
|
(36
|
)
|
|
(35
|
)
|
End of Period
|
|
3,074
|
|
|
3,005
|
|
|
2,969
|
|
Number of Stores
|
|
2016
|
|
2015
|
|
2014
|
|||
Victoria’s Secret Beauty & Accessories
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
373
|
|
|
290
|
|
|
198
|
|
Opened
|
|
56
|
|
|
88
|
|
|
99
|
|
Closed
|
|
(12
|
)
|
|
(5
|
)
|
|
(7
|
)
|
Transferred (a)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
End of Period
|
|
391
|
|
|
373
|
|
|
290
|
|
Victoria's Secret
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
19
|
|
|
14
|
|
|
4
|
|
Opened
|
|
9
|
|
|
5
|
|
|
10
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
End of Period
|
|
28
|
|
|
19
|
|
|
14
|
|
Bath & Body Works
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
125
|
|
|
80
|
|
|
55
|
|
Opened
|
|
36
|
|
|
47
|
|
|
26
|
|
Closed
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
End of Period
|
|
159
|
|
|
125
|
|
|
80
|
|
La Senza
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
221
|
|
|
266
|
|
|
331
|
|
Opened
|
|
6
|
|
|
5
|
|
|
6
|
|
Closed
|
|
(24
|
)
|
|
(50
|
)
|
|
(71
|
)
|
End of Period
|
|
203
|
|
|
221
|
|
|
266
|
|
Total
|
|
|
|
|
|
|
|||
Beginning of Period
|
|
738
|
|
|
650
|
|
|
588
|
|
Opened
|
|
107
|
|
|
145
|
|
|
141
|
|
Closed
|
|
(38
|
)
|
|
(57
|
)
|
|
(79
|
)
|
Transferred (a)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
End of Period
|
|
781
|
|
|
738
|
|
|
650
|
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
1,173
|
|
|
$
|
1,391
|
|
|
15.1
|
%
|
|
18.1
|
%
|
Bath & Body Works
|
907
|
|
|
858
|
|
|
23.6
|
%
|
|
23.9
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
40
|
|
|
88
|
|
|
9.4
|
%
|
|
22.8
|
%
|
||
Other (a)
|
(117
|
)
|
|
(145
|
)
|
|
(22.6
|
)%
|
|
(28.5
|
)%
|
||
Total Operating Income
|
$
|
2,003
|
|
|
$
|
2,192
|
|
|
15.9
|
%
|
|
18.0
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
$
|
6,199
|
|
|
$
|
6,112
|
|
|
1
|
%
|
Victoria’s Secret Direct
|
1,582
|
|
|
1,560
|
|
|
1
|
%
|
||
Total Victoria’s Secret
|
7,781
|
|
|
7,672
|
|
|
1
|
%
|
||
Bath & Body Works Stores (a)
|
3,400
|
|
|
3,225
|
|
|
5
|
%
|
||
Bath & Body Works Direct
|
452
|
|
|
362
|
|
|
25
|
%
|
||
Total Bath & Body Works
|
3,852
|
|
|
3,587
|
|
|
7
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
423
|
|
|
385
|
|
|
10
|
%
|
||
Other (b)
|
518
|
|
|
510
|
|
|
2
|
%
|
||
Total Net Sales
|
$
|
12,574
|
|
|
$
|
12,154
|
|
|
3
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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
|
||||||||||
|
|
||||||||||||||||||
2015 Net Sales
|
$
|
7,672
|
|
|
$
|
3,587
|
|
|
$
|
385
|
|
|
$
|
510
|
|
|
$
|
12,154
|
|
Comparable Store Sales
|
(46
|
)
|
|
95
|
|
|
2
|
|
|
3
|
|
|
54
|
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
136
|
|
|
82
|
|
|
65
|
|
|
(5
|
)
|
|
278
|
|
|||||
Foreign Currency Translation
|
(3
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|
(3
|
)
|
|
(29
|
)
|
|||||
Direct Channels
|
22
|
|
|
90
|
|
|
—
|
|
|
11
|
|
|
123
|
|
|||||
International Wholesale, Royalty and Other
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
2
|
|
|
(6
|
)
|
|||||
2016 Net Sales
|
$
|
7,781
|
|
|
$
|
3,852
|
|
|
$
|
423
|
|
|
$
|
518
|
|
|
$
|
12,574
|
|
(a)
|
The percentage change in comparable sales represents direct and comparable store sales. 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 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. Comparable sales attributable to our international stores are calculated on a constant currency basis.
|
(b)
|
Includes company-owned stores in the U.S. and Canada.
|
|
2016
|
|
2015
|
||||
Average daily borrowings (in millions)
|
$
|
5,827
|
|
|
$
|
5,005
|
|
Average borrowing rate (in percentages)
|
6.8
|
%
|
|
6.7
|
%
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
494
|
|
|
$
|
594
|
|
|
19.1
|
%
|
|
22.7
|
%
|
Bath & Body Works
|
502
|
|
|
487
|
|
|
31.0
|
%
|
|
32.1
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
10
|
|
|
28
|
|
|
8.3
|
%
|
|
25.0
|
%
|
||
Other (a)
|
(18
|
)
|
|
(31
|
)
|
|
(11.7
|
)%
|
|
(20.7
|
)%
|
||
Total Operating Income
|
$
|
988
|
|
|
$
|
1,078
|
|
|
22.0
|
%
|
|
24.5
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
Fourth Quarter
|
|
2016
|
|
2015
|
|
% Change
|
|||||
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
|
$
|
2,063
|
|
|
$
|
2,047
|
|
|
1
|
%
|
Victoria’s Secret Direct
|
|
526
|
|
|
567
|
|
|
(7
|
%)
|
||
Total Victoria’s Secret
|
|
2,589
|
|
|
2,614
|
|
|
(1
|
%)
|
||
Bath & Body Works Stores (a)
|
|
1,422
|
|
|
1,362
|
|
|
4
|
%
|
||
Bath & Body Works Direct
|
|
198
|
|
|
158
|
|
|
25
|
%
|
||
Total Bath & Body Works
|
|
1,620
|
|
|
1,520
|
|
|
7
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
|
124
|
|
|
112
|
|
|
10
|
%
|
||
Other (b)
|
|
156
|
|
|
149
|
|
|
5
|
%
|
||
Total Net Sales
|
|
$
|
4,489
|
|
|
$
|
4,395
|
|
|
2
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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)
|
||||||||||||||||||
2015 Net Sales
|
|
$
|
2,614
|
|
|
$
|
1,520
|
|
|
$
|
112
|
|
|
$
|
149
|
|
|
$
|
4,395
|
|
Comparable Store Sales
|
|
(38
|
)
|
|
25
|
|
|
—
|
|
|
(1
|
)
|
|
(14
|
)
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
52
|
|
|
33
|
|
|
25
|
|
|
—
|
|
|
110
|
|
|||||
Foreign Currency Translation
|
|
2
|
|
|
2
|
|
|
(9
|
)
|
|
1
|
|
|
(4
|
)
|
|||||
Direct Channels
|
|
(41
|
)
|
|
40
|
|
|
—
|
|
|
4
|
|
|
3
|
|
|||||
International, Wholesale, Royalty and Other
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
3
|
|
|
(1
|
)
|
|||||
2016 Net Sales
|
|
$
|
2,589
|
|
|
$
|
1,620
|
|
|
$
|
124
|
|
|
$
|
156
|
|
|
$
|
4,489
|
|
Fourth Quarter
|
|
2016
|
|
2015
|
||
Comparable Sales (Stores and Direct) (a)
|
|
|
|
|
||
Victoria's Secret (b)
|
|
(3
|
)%
|
|
7
|
%
|
Bath & Body Works (b)
|
|
5
|
%
|
|
7
|
%
|
Total Comparable Sales
|
|
—
|
%
|
|
8
|
%
|
|
|
|
|
|
||
Comparable Store Sales (a)
|
|
|
|
|
||
Victoria’s Secret (b)
|
|
(2
|
)%
|
|
5
|
%
|
Bath & Body Works (b)
|
|
2
|
%
|
|
6
|
%
|
Total Comparable Store Sales
|
|
—
|
%
|
|
6
|
%
|
(a)
|
The percentage change in comparable sales represents direct and comparable store sales. 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 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. Comparable sales attributable to our international stores are calculated on a constant currency basis.
|
(b)
|
Includes company-owned stores in the U.S. and Canada.
|
Fourth Quarter
|
|
2016
|
|
2015
|
||||
Average daily borrowings (in millions)
|
|
$
|
5,779
|
|
|
$
|
5,756
|
|
Average borrowing rate (in percentages)
|
|
6.9
|
%
|
|
6.8
|
%
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
1,391
|
|
|
$
|
1,271
|
|
|
18.1
|
%
|
|
17.6
|
%
|
Bath & Body Works
|
858
|
|
|
737
|
|
|
23.9
|
%
|
|
22.0
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
88
|
|
|
78
|
|
|
22.8
|
%
|
|
23.2
|
%
|
||
Other (a)
|
(145
|
)
|
|
(133
|
)
|
|
(28.5
|
)%
|
|
(23.8
|
)%
|
||
Total Operating Income
|
$
|
2,192
|
|
|
$
|
1,953
|
|
|
18.0
|
%
|
|
17.1
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
|
2015
|
|
2014
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
$
|
6,112
|
|
|
$
|
5,700
|
|
|
7
|
%
|
Victoria’s Secret Direct
|
1,560
|
|
|
1,507
|
|
|
3
|
%
|
||
Total Victoria’s Secret
|
7,672
|
|
|
7,207
|
|
|
6
|
%
|
||
Bath & Body Works Stores (a)
|
3,225
|
|
|
3,048
|
|
|
6
|
%
|
||
Bath & Body Works Direct
|
362
|
|
|
302
|
|
|
20
|
%
|
||
Total Bath & Body Works
|
3,587
|
|
|
3,350
|
|
|
7
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
385
|
|
|
336
|
|
|
15
|
%
|
||
Other (b)
|
510
|
|
|
561
|
|
|
(9
|
%)
|
||
Total Net Sales
|
$
|
12,154
|
|
|
$
|
11,454
|
|
|
6
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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
|
||||||||||
|
|
||||||||||||||||||
2014 Net Sales
|
$
|
7,207
|
|
|
$
|
3,350
|
|
|
$
|
336
|
|
|
$
|
561
|
|
|
$
|
11,454
|
|
Comparable Store Sales
|
256
|
|
|
156
|
|
|
8
|
|
|
11
|
|
|
431
|
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
190
|
|
|
50
|
|
|
25
|
|
|
(20
|
)
|
|
245
|
|
|||||
Foreign Currency Translation
|
(34
|
)
|
|
(29
|
)
|
|
(9
|
)
|
|
(34
|
)
|
|
(106
|
)
|
|||||
Direct Channels
|
53
|
|
|
60
|
|
|
—
|
|
|
12
|
|
|
125
|
|
|||||
International Wholesale, Royalty and Other
|
—
|
|
|
—
|
|
|
25
|
|
|
(20
|
)
|
|
5
|
|
|||||
2015 Net Sales
|
$
|
7,672
|
|
|
$
|
3,587
|
|
|
$
|
385
|
|
|
$
|
510
|
|
|
$
|
12,154
|
|
(a)
|
The percentage change in comparable sales represents direct and comparable store sales. 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 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. Comparable sales attributable to our international stores are calculated on a constant currency basis.
|
(b)
|
Includes company-owned stores in the U.S. and Canada.
|
•
|
At Victoria's Secret Stores, net sales increased 7% 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 repositioning of this category and the exit of make-up.
|
•
|
At Victoria's Secret Direct, net sales increased 3% due to the performance in PINK, core lingerie and sport driven by a compelling merchandise assortment that incorporated newness, innovation and fashion. The results were partially offset by a decrease in non go-forward apparel.
|
•
|
At Victoria's Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin dollars was partially offset by higher buying and occupancy expenses due to an increase in occupancy expense driven by higher net sales and investments in store real estate.
|
•
|
At Victoria's Secret Direct, 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 driven by investments in our online customer shopping experience.
|
•
|
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 investments in store real estate.
|
•
|
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 was partially offset by higher buying and occupancy expenses due to an increase in fulfillment costs as a result of the increase in net sales.
|
|
2015
|
|
2014
|
||||
Average daily borrowings (in millions)
|
$
|
5,005
|
|
|
$
|
4,910
|
|
Average borrowing rate (in percentages)
|
6.7
|
%
|
|
6.6
|
%
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
594
|
|
|
$
|
509
|
|
|
22.7
|
%
|
|
21.2
|
%
|
Bath & Body Works
|
487
|
|
|
449
|
|
|
32.1
|
%
|
|
32.0
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
28
|
|
|
29
|
|
|
25.0
|
%
|
|
27.9
|
%
|
||
Other (a)
|
(31
|
)
|
|
(30
|
)
|
|
(20.7
|
)%
|
|
(20.1
|
)%
|
||
Total Operating Income
|
$
|
1,078
|
|
|
$
|
957
|
|
|
24.5
|
%
|
|
23.5
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
Fourth Quarter
|
|
2015
|
|
2014
|
|
% Change
|
|||||
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
|
$
|
2,047
|
|
|
$
|
1,914
|
|
|
7
|
%
|
Victoria’s Secret Direct
|
|
567
|
|
|
492
|
|
|
15
|
%
|
||
Total Victoria’s Secret
|
|
2,614
|
|
|
2,406
|
|
|
9
|
%
|
||
Bath & Body Works Stores (a)
|
|
1,362
|
|
|
1,277
|
|
|
7
|
%
|
||
Bath & Body Works Direct
|
|
158
|
|
|
127
|
|
|
24
|
%
|
||
Total Bath & Body Works
|
|
1,520
|
|
|
1,404
|
|
|
8
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
|
112
|
|
|
106
|
|
|
6
|
%
|
||
Other (b)
|
|
149
|
|
|
153
|
|
|
(3
|
)%
|
||
Total Net Sales
|
|
$
|
4,395
|
|
|
$
|
4,069
|
|
|
8
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
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)
|
||||||||||||||||||
2014 Net Sales
|
|
$
|
2,406
|
|
|
$
|
1,404
|
|
|
$
|
106
|
|
|
$
|
153
|
|
|
$
|
4,069
|
|
Comparable Store Sales
|
|
92
|
|
|
71
|
|
|
2
|
|
|
5
|
|
|
170
|
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
52
|
|
|
27
|
|
|
8
|
|
|
(3
|
)
|
|
84
|
|
|||||
Foreign Currency Translation
|
|
(11
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|
(36
|
)
|
|||||
Direct Channels
|
|
75
|
|
|
31
|
|
|
—
|
|
|
5
|
|
|
111
|
|
|||||
International, Wholesale, Royalty and Other
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||||
2015 Net Sales
|
|
$
|
2,614
|
|
|
$
|
1,520
|
|
|
$
|
112
|
|
|
$
|
149
|
|
|
$
|
4,395
|
|
Fourth Quarter
|
|
2015
|
|
2014
|
||
Comparable Sales (Stores and Direct) (a)
|
|
|
|
|
||
Victoria's Secret (b)
|
|
7
|
%
|
|
2
|
%
|
Bath & Body Works (b)
|
|
7
|
%
|
|
9
|
%
|
Total Comparable Sales
|
|
8
|
%
|
|
5
|
%
|
|
|
|
|
|
||
Comparable Store Sales (a)
|
|
|
|
|
||
Victoria’s Secret (b)
|
|
5
|
%
|
|
4
|
%
|
Bath & Body Works (b)
|
|
6
|
%
|
|
8
|
%
|
Total Comparable Store Sales
|
|
6
|
%
|
|
6
|
%
|
(a)
|
The percentage change in comparable sales represents direct and comparable store sales. 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 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. Comparable sales attributable to our international stores are calculated on a constant currency basis.
|
(b)
|
Includes company-owned stores in the U.S. and Canada.
|
•
|
At Victoria’s Secret Stores, net sales increased 7% due to the performance in PINK, core lingerie and sleep 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 repositioning of this category.
|
•
|
At Victoria’s Secret Direct, net sales increased 15% due to the performance in PINK, core lingerie, sport and sleep driven by a compelling merchandise assortment that incorporated newness, innovation and fashion.
|
•
|
At Victoria's Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin dollars was partially offset by higher buying and occupancy expenses due to an increase in occupancy expense driven by investments in store real estate.
|
•
|
At Victoria's Secret Direct, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales in our core categories as well as a decrease in buying and occupancy expenses due to a decrease in catalogue costs.
|
•
|
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 investments in store real estate.
|
•
|
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 was partially offset by higher buying and occupancy expenses due to an increase in fulfillment costs as a result of the increase in net sales.
|
Fourth Quarter
|
|
2015
|
|
2014
|
||||
Average daily borrowings (in millions)
|
|
$
|
5,756
|
|
|
$
|
4,750
|
|
Average borrowing rate (in percentages)
|
|
6.8
|
%
|
|
6.6
|
%
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
(in millions)
|
||||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)
|
$
|
989
|
|
|
$
|
988
|
|
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
992
|
|
|
991
|
|
||
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
992
|
|
|
990
|
|
||
$700 million, 6.75% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)
|
692
|
|
|
—
|
|
||
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)
|
497
|
|
|
496
|
|
||
$500 million, 8.50% Fixed Interest Rate Notes due June 2019 (“2019 Notes”) (a)
|
496
|
|
|
499
|
|
||
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
397
|
|
|
396
|
|
||
Total Senior Unsecured Debt with Subsidiary Guarantee
|
$
|
5,055
|
|
|
$
|
4,360
|
|
Senior Unsecured Debt
|
|
|
|
||||
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033 (“2033 Notes”)
|
$
|
348
|
|
|
$
|
348
|
|
$300 million, 7.60% Fixed Interest Rate Notes due July 2037 (“2037 Notes”)
|
297
|
|
|
297
|
|
||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017 (“2017 Notes”) (b)
|
—
|
|
|
709
|
|
||
Foreign Facilities
|
36
|
|
|
7
|
|
||
Total Senior Unsecured Debt
|
$
|
681
|
|
|
$
|
1,361
|
|
Total
|
$
|
5,736
|
|
|
$
|
5,721
|
|
Current Portion of Long-term Debt
|
(36
|
)
|
|
(6
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
5,700
|
|
|
$
|
5,715
|
|
(a)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$2 million
as of
January 28, 2017
and
$8 million
as of
January 30, 2016
.
|
(b)
|
The balance includes a fair value interest rate hedge adjustment which increased the debt balance by
$10 million
as of
January 30, 2016
.
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|||
|
(in millions)
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
1,890
|
|
|
$
|
1,869
|
|
|
$
|
1,786
|
|
Capital Expenditures
|
990
|
|
|
727
|
|
|
715
|
|
|||
Working Capital
|
1,451
|
|
|
2,281
|
|
|
1,520
|
|
|||
Capitalization:
|
|
|
|
|
|
||||||
Long-term Debt
|
5,700
|
|
|
5,715
|
|
|
4,722
|
|
|||
Shareholders’ Equity (Deficit)
|
(729
|
)
|
|
(259
|
)
|
|
18
|
|
|||
Total Capitalization
|
$
|
4,971
|
|
|
$
|
5,456
|
|
|
$
|
4,740
|
|
Remaining Amounts Available Under Credit Agreements (a)
|
$
|
992
|
|
|
$
|
992
|
|
|
$
|
981
|
|
(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
$8 million
,
$8 million
and
$19 million
as of
January 28, 2017
,
January 30, 2016
and
January 31, 2015
, respectively.
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
Debt-to-capitalization Ratio (a)
|
115
|
%
|
|
105
|
%
|
|
100
|
%
|
Cash Flow to Capital Investment (b)
|
191
|
%
|
|
257
|
%
|
|
250
|
%
|
(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
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
February 2016
|
|
$
|
500
|
|
|
5,719
|
|
|
NA
|
|
|
NA
|
|
|
$
|
438
|
|
|
NA
|
|
|
NA
|
|
|
$
|
76.63
|
|
||
June 2015
|
|
250
|
|
|
NA
|
|
|
2,680
|
|
|
NA
|
|
|
NA
|
|
|
$
|
233
|
|
|
NA
|
|
|
$
|
87.06
|
|
|||
February 2015
|
|
250
|
|
|
NA
|
|
|
2,788
|
|
|
NA
|
|
|
NA
|
|
|
250
|
|
|
NA
|
|
|
$
|
89.45
|
|
||||
November 2012
|
|
250
|
|
|
NA
|
|
|
NA
|
|
|
1,317
|
|
|
NA
|
|
|
NA
|
|
|
$
|
84
|
|
|
$
|
54.02
|
|
|||
Total
|
|
|
|
5,719
|
|
|
5,468
|
|
|
1,317
|
|
|
$
|
438
|
|
|
$
|
483
|
|
|
$
|
84
|
|
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
(per share)
|
|
(in millions)
|
||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
172
|
|
Third Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
173
|
|
||||
Second Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
173
|
|
||||
First Quarter
|
0.60
|
|
|
2.00
|
|
|
2.60
|
|
|
750
|
|
||||
2016 Total
|
$
|
2.40
|
|
|
$
|
2.00
|
|
|
$
|
4.40
|
|
|
$
|
1,268
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.50
|
|
|
$
|
—
|
|
|
$
|
0.50
|
|
|
$
|
145
|
|
Third Quarter
|
0.50
|
|
|
—
|
|
|
0.50
|
|
|
146
|
|
||||
Second Quarter
|
0.50
|
|
|
—
|
|
|
0.50
|
|
|
146
|
|
||||
First Quarter
|
0.50
|
|
|
2.00
|
|
|
2.50
|
|
|
734
|
|
||||
2015 Total
|
$
|
2.00
|
|
|
$
|
2.00
|
|
|
$
|
4.00
|
|
|
$
|
1,171
|
|
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
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Cash and Cash Equivalents, Beginning of Year
|
$
|
2,548
|
|
|
$
|
1,681
|
|
|
$
|
1,519
|
|
Net Cash Flows Provided by Operating Activities
|
1,890
|
|
|
1,869
|
|
|
1,786
|
|
|||
Net Cash Flows Used for Investing Activities
|
(833
|
)
|
|
(443
|
)
|
|
(699
|
)
|
|||
Net Cash Flows Used for Financing Activities
|
(1,665
|
)
|
|
(558
|
)
|
|
(919
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
(6
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(614
|
)
|
|
867
|
|
|
162
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
1,934
|
|
|
$
|
2,548
|
|
|
$
|
1,681
|
|
|
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)
|
$
|
9,855
|
|
|
$
|
384
|
|
|
$
|
1,247
|
|
|
$
|
2,009
|
|
|
$
|
6,215
|
|
|
$
|
—
|
|
Operating Lease Obligations (b)
|
5,177
|
|
|
707
|
|
|
1,256
|
|
|
1,102
|
|
|
2,112
|
|
|
—
|
|
||||||
Purchase Obligations (c)
|
1,117
|
|
|
1,030
|
|
|
76
|
|
|
8
|
|
|
3
|
|
|
—
|
|
||||||
Other Liabilities (d)
|
355
|
|
|
21
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
330
|
|
||||||
Total
|
$
|
16,504
|
|
|
$
|
2,142
|
|
|
$
|
2,581
|
|
|
$
|
3,121
|
|
|
$
|
8,330
|
|
|
$
|
330
|
|
(a)
|
Long-term debt obligations relate to our principal and interest payments for outstanding notes and debentures. Interest payments have been estimated based on the coupon rate for fixed rate obligations. Interest obligations exclude amounts which have been accrued through
January 28, 2017
. For additional information, see Note
12
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
|
(b)
|
Operating lease obligations primarily represent minimum payments due under store lease agreements. For additional information, see Note
16
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
|
(c)
|
Purchase obligations primarily include purchase orders for merchandise inventory and other agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
|
(d)
|
Other liabilities primarily include future payments relating to our nonqualified supplemental retirement plan of
$258 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
$17 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
11
to the Consolidated Financial Statements in Item
8
. Financial Statements and Supplementary Data.
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
(in millions)
|
||||||
Long-term Debt:
|
|
|
|
||||
Principal Value
|
$
|
5,750
|
|
|
$
|
5,750
|
|
Fair Value, Estimated (a)
|
6,030
|
|
|
6,209
|
|
||
Foreign Currency Cash Flow Hedges (b)
|
(17
|
)
|
|
(27
|
)
|
||
Interest Rate Fair Value Hedges (b)
|
(2
|
)
|
|
(11
|
)
|
(a)
|
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.
|
(b)
|
Hedge arrangements are in a net asset position.
|
|
Page No.
|
Consolidated Statements of Income for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
Consolidated Statements of Comprehensive Income for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
Consolidated Balance Sheets as of January 28, 2017 and January 30, 2016
|
|
Consolidated Statements of Total Equity (Deficit) for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
Consolidated Statements of Cash Flows for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
$
|
12,574
|
|
|
$
|
12,154
|
|
|
$
|
11,454
|
|
Costs of Goods Sold, Buying and Occupancy
|
(7,449
|
)
|
|
(6,950
|
)
|
|
(6,646
|
)
|
|||
Gross Profit
|
5,125
|
|
|
5,204
|
|
|
4,808
|
|
|||
General, Administrative and Store Operating Expenses
|
(3,122
|
)
|
|
(3,012
|
)
|
|
(2,855
|
)
|
|||
Operating Income
|
2,003
|
|
|
2,192
|
|
|
1,953
|
|
|||
Interest Expense
|
(394
|
)
|
|
(334
|
)
|
|
(324
|
)
|
|||
Other Income
|
87
|
|
|
76
|
|
|
7
|
|
|||
Income Before Income Taxes
|
1,696
|
|
|
1,934
|
|
|
1,636
|
|
|||
Provision for Income Taxes
|
538
|
|
|
681
|
|
|
594
|
|
|||
Net Income
|
$
|
1,158
|
|
|
$
|
1,253
|
|
|
$
|
1,042
|
|
Net Income Per Basic Share
|
$
|
4.04
|
|
|
$
|
4.30
|
|
|
$
|
3.57
|
|
Net Income Per Diluted Share
|
$
|
3.98
|
|
|
$
|
4.22
|
|
|
$
|
3.50
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
1,158
|
|
|
$
|
1,253
|
|
|
$
|
1,042
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
||||||
Foreign Currency Translation
|
(19
|
)
|
|
(23
|
)
|
|
21
|
|
|||
Unrealized Gain (Loss) on Cash Flow Hedges
|
(8
|
)
|
|
6
|
|
|
34
|
|
|||
Reclassification of Cash Flow Hedges to Earnings
|
7
|
|
|
14
|
|
|
(60
|
)
|
|||
Unrealized Gain (Loss) on Marketable Securities
|
(5
|
)
|
|
8
|
|
|
—
|
|
|||
Reclassification of Gain on Marketable Securities to Earnings
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Total Other Comprehensive Income (Loss), Net of Tax
|
(28
|
)
|
|
5
|
|
|
(5
|
)
|
|||
Total Comprehensive Income
|
$
|
1,130
|
|
|
$
|
1,258
|
|
|
$
|
1,037
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
1,934
|
|
|
$
|
2,548
|
|
Accounts Receivable, Net
|
294
|
|
|
261
|
|
||
Inventories
|
1,096
|
|
|
1,122
|
|
||
Other
|
141
|
|
|
225
|
|
||
Total Current Assets
|
3,465
|
|
|
4,156
|
|
||
Property and Equipment, Net
|
2,741
|
|
|
2,330
|
|
||
Goodwill
|
1,348
|
|
|
1,318
|
|
||
Trade Names and Other Intangible Assets, Net
|
411
|
|
|
411
|
|
||
Deferred Income Taxes
|
19
|
|
|
30
|
|
||
Other Assets
|
186
|
|
|
248
|
|
||
Total Assets
|
$
|
8,170
|
|
|
$
|
8,493
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
683
|
|
|
$
|
668
|
|
Accrued Expenses and Other
|
997
|
|
|
977
|
|
||
Current Portion of Long-term Debt
|
36
|
|
|
6
|
|
||
Income Taxes
|
298
|
|
|
224
|
|
||
Total Current Liabilities
|
2,014
|
|
|
1,875
|
|
||
Deferred Income Taxes
|
352
|
|
|
257
|
|
||
Long-term Debt
|
5,700
|
|
|
5,715
|
|
||
Other Long-term Liabilities
|
831
|
|
|
904
|
|
||
Shareholders’ Equity (Deficit):
|
|
|
|
||||
Preferred Stock—$1.00 par value; 10 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common Stock—$0.50 par value; 1,000 shares authorized; 315 and 313 shares issued; 286 and 290 shares outstanding, respectively
|
157
|
|
|
156
|
|
||
Paid-in Capital
|
650
|
|
|
545
|
|
||
Accumulated Other Comprehensive Income
|
12
|
|
|
40
|
|
||
Retained Earnings
|
205
|
|
|
315
|
|
||
Less: Treasury Stock, at Average Cost; 29 and 23 shares, respectively
|
(1,753
|
)
|
|
(1,315
|
)
|
||
Total L Brands, Inc. Shareholders’ Equity (Deficit)
|
(729
|
)
|
|
(259
|
)
|
||
Noncontrolling Interest
|
2
|
|
|
1
|
|
||
Total Equity (Deficit)
|
(727
|
)
|
|
(258
|
)
|
||
Total Liabilities and Equity (Deficit)
|
$
|
8,170
|
|
|
$
|
8,493
|
|
|
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, 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
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,253
|
|
|
—
|
|
|
—
|
|
|
1,253
|
|
|||||||
Other Comprehensive Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,253
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|||||||
Cash Dividends ($4.00 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,171
|
)
|
|
—
|
|
|
—
|
|
|
(1,171
|
)
|
|||||||
Repurchase of Common Stock
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(483
|
)
|
|
—
|
|
|
(483
|
)
|
|||||||
Exercise of Stock Options and Other
|
3
|
|
|
1
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||||
Balance, January 30, 2016
|
290
|
|
|
$
|
156
|
|
|
$
|
545
|
|
|
$
|
40
|
|
|
$
|
315
|
|
|
$
|
(1,315
|
)
|
|
$
|
1
|
|
|
$
|
(258
|
)
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,158
|
|
|
—
|
|
|
—
|
|
|
1,158
|
|
|||||||
Other Comprehensive Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
1,158
|
|
|
—
|
|
|
—
|
|
|
1,130
|
|
|||||||
Cash Dividends ($4.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,268
|
)
|
|
—
|
|
|
—
|
|
|
(1,268
|
)
|
|||||||
Repurchase of Common Stock
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(438
|
)
|
|
—
|
|
|
(438
|
)
|
|||||||
Exercise of Stock Options and Other
|
2
|
|
|
1
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
107
|
|
|||||||
Balance, January 28, 2017
|
286
|
|
|
$
|
157
|
|
|
$
|
650
|
|
|
$
|
12
|
|
|
$
|
205
|
|
|
$
|
(1,753
|
)
|
|
$
|
2
|
|
|
$
|
(727
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
1,158
|
|
|
$
|
1,253
|
|
|
$
|
1,042
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
|
|
|
|
|
|
||||||
Depreciation and Amortization of Long-lived Assets
|
518
|
|
|
457
|
|
|
438
|
|
|||
Amortization of Landlord Allowances
|
(46
|
)
|
|
(42
|
)
|
|
(40
|
)
|
|||
Deferred Income Taxes
|
110
|
|
|
11
|
|
|
50
|
|
|||
Share-based Compensation Expense
|
96
|
|
|
97
|
|
|
90
|
|
|||
Excess Tax Benefits from Share-based Compensation
|
(42
|
)
|
|
(70
|
)
|
|
(43
|
)
|
|||
Gain on Distribution from Easton Town Center, LLC
|
(108
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on Extinguishment of Debt
|
36
|
|
|
—
|
|
|
—
|
|
|||
Gain on Distribution from Investment
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Sale of Marketable Securities
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
(78
|
)
|
|
—
|
|
|||
Loss on Sale of Assets, Net
|
—
|
|
|
2
|
|
|
—
|
|
|||
Changes in Assets and Liabilities, Net of Assets and Liabilities from Acquisition:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(44
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|||
Inventories
|
30
|
|
|
(92
|
)
|
|
121
|
|
|||
Accounts Payable, Accrued Expenses and Other
|
(27
|
)
|
|
49
|
|
|
90
|
|
|||
Income Taxes Payable
|
117
|
|
|
131
|
|
|
(17
|
)
|
|||
Other Assets and Liabilities
|
100
|
|
|
161
|
|
|
64
|
|
|||
Net Cash Provided by Operating Activities
|
1,890
|
|
|
1,869
|
|
|
1,786
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital Expenditures
|
(990
|
)
|
|
(727
|
)
|
|
(715
|
)
|
|||
Return of Capital from Easton Town Center, LLC
|
108
|
|
|
—
|
|
|
—
|
|
|||
Acquisition, Net of Cash Acquired of $1
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from Sale of Assets
|
53
|
|
|
196
|
|
|
—
|
|
|||
Proceeds from Sale of Marketable Securities
|
10
|
|
|
50
|
|
|
—
|
|
|||
Proceeds from Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
85
|
|
|
—
|
|
|||
Purchases of Marketable Securities
|
—
|
|
|
(60
|
)
|
|
—
|
|
|||
Other Investing Activities
|
19
|
|
|
13
|
|
|
16
|
|
|||
Net Cash Used for Investing Activities
|
(833
|
)
|
|
(443
|
)
|
|
(699
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs
|
692
|
|
|
988
|
|
|
—
|
|
|||
Payments of Long-term Debt
|
(742
|
)
|
|
—
|
|
|
(213
|
)
|
|||
Borrowings from Debt Facilities
|
35
|
|
|
7
|
|
|
5
|
|
|||
Repayments on Debt Facilities
|
(6
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Dividends Paid
|
(1,268
|
)
|
|
(1,171
|
)
|
|
(691
|
)
|
|||
Repurchases of Common Stock
|
(435
|
)
|
|
(483
|
)
|
|
(87
|
)
|
|||
Excess Tax Benefits from Share-based Compensation
|
42
|
|
|
70
|
|
|
43
|
|
|||
Proceeds from Exercise of Stock Options
|
20
|
|
|
33
|
|
|
35
|
|
|||
Financing Costs and Other
|
(3
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|||
Net Cash Used for Financing Activities
|
(1,665
|
)
|
|
(558
|
)
|
|
(919
|
)
|
|||
Effects of Exchange Rate Changes on Cash
|
(6
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(614
|
)
|
|
867
|
|
|
162
|
|
|||
Cash and Cash Equivalents, Beginning of Year
|
2,548
|
|
|
1,681
|
|
|
1,519
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
1,934
|
|
|
$
|
2,548
|
|
|
$
|
1,681
|
|
•
|
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.
|
|
2016
|
|
2015
|
|
2014
|
|||
|
(in millions)
|
|||||||
Weighted-average Common Shares:
|
|
|
|
|
|
|||
Issued Shares
|
314
|
|
|
312
|
|
|
309
|
|
Treasury Shares
|
(27
|
)
|
|
(21
|
)
|
|
(17
|
)
|
Basic Shares
|
287
|
|
|
291
|
|
|
292
|
|
Effect of Dilutive Options and Restricted Stock
|
4
|
|
|
6
|
|
|
6
|
|
Diluted Shares
|
291
|
|
|
297
|
|
|
298
|
|
Anti-dilutive Options and Awards (a)
|
2
|
|
|
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 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Finished Goods Merchandise
|
$
|
982
|
|
|
$
|
1,014
|
|
Raw Materials and Merchandise Components
|
114
|
|
|
108
|
|
||
Total Inventories
|
$
|
1,096
|
|
|
$
|
1,122
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Land and Improvements
|
$
|
113
|
|
|
$
|
108
|
|
Buildings and Improvements
|
476
|
|
|
460
|
|
||
Furniture, Fixtures, Software and Equipment
|
3,560
|
|
|
3,181
|
|
||
Leasehold Improvements
|
2,044
|
|
|
1,809
|
|
||
Construction in Progress
|
89
|
|
|
81
|
|
||
Total
|
6,282
|
|
|
5,639
|
|
||
Accumulated Depreciation and Amortization
|
(3,541
|
)
|
|
(3,309
|
)
|
||
Property and Equipment, Net
|
$
|
2,741
|
|
|
$
|
2,330
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
(in millions)
|
||||||
Victoria's Secret
|
$
|
690
|
|
|
$
|
690
|
|
Bath & Body Works
|
628
|
|
|
628
|
|
||
Victoria's Secret and Bath & Body Works International
|
30
|
|
|
—
|
|
||
Goodwill
|
$
|
1,348
|
|
|
$
|
1,318
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
|
(in millions)
|
||||||
Victoria's Secret
|
$
|
246
|
|
|
$
|
246
|
|
Bath & Body Works
|
165
|
|
|
165
|
|
||
Trade Names
|
$
|
411
|
|
|
$
|
411
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Deferred Revenue, Principally from Gift Card Sales
|
$
|
259
|
|
|
$
|
243
|
|
Compensation, Payroll Taxes and Benefits
|
191
|
|
|
238
|
|
||
Interest
|
99
|
|
|
100
|
|
||
Taxes, Other than Income
|
82
|
|
|
76
|
|
||
Rent
|
48
|
|
|
48
|
|
||
Accrued Claims on Self-insured Activities
|
35
|
|
|
35
|
|
||
Returns Reserve
|
21
|
|
|
27
|
|
||
Other
|
262
|
|
|
210
|
|
||
Total Accrued Expenses and Other
|
$
|
997
|
|
|
$
|
977
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
345
|
|
|
$
|
553
|
|
|
$
|
454
|
|
U.S. State
|
62
|
|
|
96
|
|
|
69
|
|
|||
Non-U.S.
|
21
|
|
|
21
|
|
|
21
|
|
|||
Total
|
428
|
|
|
670
|
|
|
544
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
99
|
|
|
17
|
|
|
46
|
|
|||
U.S. State
|
8
|
|
|
6
|
|
|
3
|
|
|||
Non-U.S.
|
3
|
|
|
(12
|
)
|
|
1
|
|
|||
Total
|
110
|
|
|
11
|
|
|
50
|
|
|||
Provision for Income Taxes
|
$
|
538
|
|
|
$
|
681
|
|
|
$
|
594
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal Income Tax Rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State Income Taxes, Net of Federal Income Tax Effect
|
3.4
|
%
|
|
3.4
|
%
|
|
3.6
|
%
|
Impact of Non-U.S. Operations
|
(1.2
|
)%
|
|
(1.7
|
)%
|
|
(1.3
|
)%
|
Foreign Portion of the Divestiture of Third-party Apparel Sourcing Business
|
—
|
%
|
|
(0.9
|
)%
|
|
—
|
%
|
Resolution of Certain Tax Matters
|
(4.0
|
)%
|
|
—
|
%
|
|
(0.3
|
)%
|
Other Items, Net
|
(1.5
|
)%
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
Effective Tax Rate
|
31.7
|
%
|
|
35.2
|
%
|
|
36.3
|
%
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Leases
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
54
|
|
Non-qualified Retirement Plan
|
96
|
|
|
—
|
|
|
96
|
|
|
103
|
|
|
—
|
|
|
103
|
|
||||||
Property and Equipment
|
—
|
|
|
(413
|
)
|
|
(413
|
)
|
|
—
|
|
|
(330
|
)
|
|
(330
|
)
|
||||||
Goodwill
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
||||||
Trade Names and Other Intangibles
|
—
|
|
|
(141
|
)
|
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
|
(141
|
)
|
||||||
State Net Operating Loss Carryforwards
|
15
|
|
|
—
|
|
|
15
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||
Non-U.S. Operating Loss Carryforwards
|
155
|
|
|
—
|
|
|
155
|
|
|
157
|
|
|
—
|
|
|
157
|
|
||||||
Valuation Allowance
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|
(164
|
)
|
|
—
|
|
|
(164
|
)
|
||||||
Other, Net
|
76
|
|
|
—
|
|
|
76
|
|
|
92
|
|
|
—
|
|
|
92
|
|
||||||
Total Deferred Income Taxes
|
$
|
236
|
|
|
$
|
(569
|
)
|
|
$
|
(333
|
)
|
|
$
|
259
|
|
|
$
|
(486
|
)
|
|
$
|
(227
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year
|
$
|
248
|
|
|
$
|
193
|
|
|
$
|
167
|
|
Increases in Unrecognized Tax Benefits for Prior Years
|
3
|
|
|
8
|
|
|
16
|
|
|||
Decreases in Unrecognized Tax Benefits for Prior Years
|
(73
|
)
|
|
(3
|
)
|
|
(14
|
)
|
|||
Increases in Unrecognized Tax Benefits as a Result of Current Year Activity
|
18
|
|
|
54
|
|
|
36
|
|
|||
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities
|
(98
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Decreases to Unrecognized Tax Benefits as a Result of a Lapse of the Applicable Statute of Limitations
|
(8
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year
|
$
|
90
|
|
|
$
|
248
|
|
|
$
|
193
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Senior Unsecured Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)
|
$
|
989
|
|
|
$
|
988
|
|
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
992
|
|
|
991
|
|
||
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
992
|
|
|
990
|
|
||
$700 million, 6.75% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)
|
692
|
|
|
—
|
|
||
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)
|
497
|
|
|
496
|
|
||
$500 million, 8.50% Fixed Interest Rate Notes due June 2019 (“2019 Notes”) (a)
|
496
|
|
|
499
|
|
||
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
397
|
|
|
396
|
|
||
Total Senior Unsecured Debt with Subsidiary Guarantee
|
$
|
5,055
|
|
|
$
|
4,360
|
|
Senior Unsecured Debt
|
|
|
|
||||
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033 (“2033 Notes”)
|
$
|
348
|
|
|
$
|
348
|
|
$300 million, 7.60% Fixed Interest Rate Notes due July 2037 (“2037 Notes”)
|
297
|
|
|
297
|
|
||
$700 million, 6.90% Fixed Interest Rate Notes due July 2017 (“2017 Notes”) (b)
|
—
|
|
|
709
|
|
||
Foreign Facilities
|
36
|
|
|
7
|
|
||
Total Senior Unsecured Debt
|
$
|
681
|
|
|
$
|
1,361
|
|
Total
|
$
|
5,736
|
|
|
$
|
5,721
|
|
Current Portion of Long-term Debt
|
(36
|
)
|
|
(6
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
5,700
|
|
|
$
|
5,715
|
|
(a)
|
The balances include a fair value interest rate hedge adjustment which increased the debt balance by
$2 million
as of
January 28, 2017
and
$8 million
as of
January 30, 2016
.
|
(b)
|
The balance includes a fair value interest rate hedge adjustment which increased the debt balance by
$10 million
as of
January 30, 2016
.
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Notional Amount
|
$
|
360
|
|
|
$
|
147
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Other Current Assets
|
$
|
18
|
|
|
$
|
—
|
|
Accrued Expenses and Other
|
1
|
|
|
—
|
|
||
Other Long-term Assets
|
—
|
|
|
27
|
|
|
2016
|
|
2015
|
||||
|
(in millions)
|
||||||
Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss)
|
$
|
(8
|
)
|
|
$
|
6
|
|
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income into Cost of Goods Sold, Buying and Occupancy Expense (a)
|
(1
|
)
|
|
—
|
|
||
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income into Other Income (b)
|
8
|
|
|
14
|
|
(a)
|
Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings when the hedged merchandise is sold to the customer.
No
ineffectiveness was associated with these foreign currency cash flow hedges.
|
(b)
|
Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loan.
No
ineffectiveness was associated with this foreign currency cash flow hedge.
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Other Long-term Assets
|
$
|
2
|
|
|
$
|
11
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Principal Value
|
$
|
5,750
|
|
|
$
|
5,750
|
|
Fair Value (a)
|
6,030
|
|
|
6,209
|
|
(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 Measurement
. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
As of January 28, 2017
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
1,934
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,934
|
|
Marketable Securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Interest Rate Fair Value Hedges
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Foreign Currency Cash Flow Hedges
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign Currency Cash Flow Hedges
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
As of January 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
2,548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,548
|
|
Marketable Securities
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Interest Rate Fair Value Hedges
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Foreign Currency Cash Flow Hedges
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Marketable Securities
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of January 30, 2016
|
$
|
28
|
|
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
40
|
|
Other Comprehensive Income (Loss) Before Reclassifications
|
(19
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(35
|
)
|
||||
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
—
|
|
|
7
|
|
|
(4
|
)
|
|
3
|
|
||||
Tax Effect
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Current-period Other Comprehensive Income (Loss)
|
(19
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(28
|
)
|
||||
Balance as of January 28, 2017
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Marketable Securities
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of January 31, 2015
|
$
|
51
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
35
|
|
Other Comprehensive Income (Loss) Before Reclassifications
|
(23
|
)
|
|
6
|
|
|
12
|
|
|
(5
|
)
|
||||
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Tax Effect
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Current-period Other Comprehensive Income (Loss)
|
(23
|
)
|
|
20
|
|
|
8
|
|
|
5
|
|
||||
Balance as of January 30, 2016
|
$
|
28
|
|
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
40
|
|
Details About Accumulated Other Comprehensive Income (Loss) Components
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Location on Consolidated Statements of Income
|
||||||
|
|
2016
|
|
2015
|
|
|
||||
|
|
(in millions)
|
|
|
||||||
(Gain) Loss on Cash Flow Hedges
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Cost of Goods Sold, Buying and Occupancy
|
|
|
8
|
|
|
14
|
|
|
Other Income
|
||
|
|
—
|
|
|
—
|
|
|
Provision for Income Taxes
|
||
|
|
$
|
7
|
|
|
$
|
14
|
|
|
Net Income
|
|
|
|
|
|
|
|
||||
Sale of Available-for-Sale Securities
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
Other Income
|
|
|
1
|
|
|
—
|
|
|
Provision for Income Taxes
|
||
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
Net Income
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Store Rent:
|
|
|
|
|
|
||||||
Fixed Minimum
|
$
|
607
|
|
|
$
|
535
|
|
|
$
|
516
|
|
Contingent
|
71
|
|
|
73
|
|
|
63
|
|
|||
Total Store Rent
|
678
|
|
|
608
|
|
|
579
|
|
|||
Office, Equipment and Other
|
87
|
|
|
77
|
|
|
68
|
|
|||
Gross Rent Expense
|
765
|
|
|
685
|
|
|
647
|
|
|||
Sublease Rental Income
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total Rent Expense
|
$
|
763
|
|
|
$
|
683
|
|
|
$
|
645
|
|
(a)
|
Excludes additional payments covering taxes, common area costs and certain other expenses generally required by store lease terms.
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
(in millions)
|
||||||
Balance at Beginning of Year
|
$
|
274
|
|
|
$
|
257
|
|
Contributions:
|
|
|
|
||||
Associate
|
14
|
|
|
15
|
|
||
Company
|
14
|
|
|
17
|
|
||
Interest
|
12
|
|
|
13
|
|
||
Distributions
|
(56
|
)
|
|
(28
|
)
|
||
Balance at End of Year
|
$
|
258
|
|
|
$
|
274
|
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
|||||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
February 2016
|
|
$
|
500
|
|
|
5,719
|
|
|
NA
|
|
|
NA
|
|
|
$
|
438
|
|
|
NA
|
|
|
NA
|
|
|
$
|
76.63
|
|
||
June 2015
|
|
250
|
|
|
NA
|
|
|
2,680
|
|
|
NA
|
|
|
NA
|
|
|
$
|
233
|
|
|
NA
|
|
|
$
|
87.06
|
|
|||
February 2015
|
|
250
|
|
|
NA
|
|
|
2,788
|
|
|
NA
|
|
|
NA
|
|
|
250
|
|
|
NA
|
|
|
$
|
89.45
|
|
||||
November 2012
|
|
250
|
|
|
NA
|
|
|
NA
|
|
|
1,317
|
|
|
NA
|
|
|
NA
|
|
|
$
|
84
|
|
|
$
|
54.02
|
|
|||
Total
|
|
|
|
5,719
|
|
|
5,468
|
|
|
1,317
|
|
|
$
|
438
|
|
|
$
|
483
|
|
|
$
|
84
|
|
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
(per share)
|
|
(in millions)
|
||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
172
|
|
Third Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
173
|
|
||||
Second Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
173
|
|
||||
First Quarter
|
0.60
|
|
|
2.00
|
|
|
2.60
|
|
|
750
|
|
||||
2016 Total
|
$
|
2.40
|
|
|
$
|
2.00
|
|
|
$
|
4.40
|
|
|
$
|
1,268
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.50
|
|
|
$
|
—
|
|
|
$
|
0.50
|
|
|
$
|
145
|
|
Third Quarter
|
0.50
|
|
|
—
|
|
|
0.50
|
|
|
146
|
|
||||
Second Quarter
|
0.50
|
|
|
—
|
|
|
0.50
|
|
|
146
|
|
||||
First Quarter
|
0.50
|
|
|
2.00
|
|
|
2.50
|
|
|
734
|
|
||||
2015 Total
|
$
|
2.00
|
|
|
$
|
2.00
|
|
|
$
|
4.00
|
|
|
$
|
1,171
|
|
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
|
|
|
Number of
Shares
|
|
Weighted
Average
Option
Price Per
Share
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding as of January 30, 2016
|
5,491
|
|
|
$
|
42.40
|
|
|
|
|
|
||
Granted
|
851
|
|
|
84.92
|
|
|
|
|
|
|||
Exercised
|
(639
|
)
|
|
32.58
|
|
|
|
|
|
|||
Cancelled
|
(399
|
)
|
|
69.44
|
|
|
|
|
|
|||
Adjustment for Special Dividend
|
135
|
|
|
|
|
|
|
|
||||
Outstanding as of January 28, 2017
|
5,439
|
|
|
$
|
47.17
|
|
|
5.66
|
|
$
|
108,075
|
|
Vested and Expected to Vest as of January 28, 2017 (a)
|
5,329
|
|
|
46.41
|
|
|
5.60
|
|
107,961
|
|
||
Options Exercisable as of January 28, 2017
|
3,292
|
|
|
29.90
|
|
|
4.09
|
|
100,470
|
|
(a)
|
The number of options expected to vest includes an estimate of expected forfeitures.
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Unvested as of January 30, 2016
|
5,791
|
|
|
$
|
54.41
|
|
Granted
|
1,758
|
|
|
75.09
|
|
|
Vested
|
(1,754
|
)
|
|
38.93
|
|
|
Cancelled
|
(646
|
)
|
|
63.11
|
|
|
Adjustment for Special Dividend
|
143
|
|
|
N/A
|
|
|
Unvested as of January 28, 2017
|
5,292
|
|
|
64.14
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Costs of Goods Sold, Buying and Occupancy
|
$
|
31
|
|
|
$
|
27
|
|
|
$
|
24
|
|
General, Administrative and Store Operating Expenses
|
65
|
|
|
70
|
|
|
66
|
|
|||
Total Share-based Compensation Expense
|
$
|
96
|
|
|
$
|
97
|
|
|
$
|
90
|
|
•
|
Victoria's Secret Beauty and Accessories, comprised of company-owned stores in Greater China, as well as stores operated by partners under franchise, license and wholesale arrangements, which feature Victoria's Secret branded beauty and accessories products;
|
•
|
Victoria's Secret International, comprised of company-owned stores in the U.K., as well as stores operated by partners under franchise and 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 the U.S. and Canada, as well as stores operated by partners under franchise and license 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 28, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
7,781
|
|
|
$
|
3,852
|
|
|
$
|
423
|
|
|
$
|
518
|
|
|
$
|
12,574
|
|
Depreciation and Amortization
|
252
|
|
|
91
|
|
|
17
|
|
|
112
|
|
|
472
|
|
|||||
Operating Income (Loss)
|
1,173
|
|
|
907
|
|
|
40
|
|
|
(117
|
)
|
|
2,003
|
|
|||||
Total Assets (a)
|
3,285
|
|
|
1,632
|
|
|
593
|
|
|
2,660
|
|
|
8,170
|
|
|||||
Capital Expenditures
|
460
|
|
|
250
|
|
|
68
|
|
|
212
|
|
|
990
|
|
|||||
January 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
7,672
|
|
|
$
|
3,587
|
|
|
$
|
385
|
|
|
$
|
510
|
|
|
$
|
12,154
|
|
Depreciation and Amortization
|
218
|
|
|
70
|
|
|
16
|
|
|
111
|
|
|
415
|
|
|||||
Operating Income (Loss)
|
1,391
|
|
|
858
|
|
|
88
|
|
|
(145
|
)
|
|
2,192
|
|
|||||
Total Assets (a)
|
3,163
|
|
|
1,556
|
|
|
436
|
|
|
3,338
|
|
|
8,493
|
|
|||||
Capital Expenditures
|
411
|
|
|
166
|
|
|
33
|
|
|
117
|
|
|
727
|
|
|||||
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
|
|
|
2,792
|
|
|
7,476
|
|
|||||
Capital Expenditures
|
446
|
|
|
77
|
|
|
37
|
|
|
155
|
|
|
715
|
|
(a)
|
Assets are allocated to the operating segments based on decision making authority relevant to the applicable assets.
|
|
Fiscal Quarter Ended
|
||||||||||||||
|
April 30,
2016 (a)
|
|
July 30,
2016 (b)
|
|
October 29,
2016
|
|
January 28,
2017 (c)
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,614
|
|
|
$
|
2,890
|
|
|
$
|
2,581
|
|
|
$
|
4,489
|
|
Gross Profit
|
1,043
|
|
|
1,113
|
|
|
1,025
|
|
|
1,944
|
|
||||
Operating Income
|
323
|
|
|
408
|
|
|
284
|
|
|
988
|
|
||||
Income Before Income Taxes
|
233
|
|
|
380
|
|
|
190
|
|
|
893
|
|
||||
Net Income
|
152
|
|
|
252
|
|
|
122
|
|
|
632
|
|
||||
Net Income Per Basic Share (d)
|
$
|
0.53
|
|
|
$
|
0.88
|
|
|
$
|
0.43
|
|
|
$
|
2.21
|
|
Net Income Per Diluted Share (d)
|
$
|
0.52
|
|
|
$
|
0.87
|
|
|
$
|
0.42
|
|
|
$
|
2.18
|
|
(a)
|
Includes the effect of a pre-tax gain of
$35 million
(
$21 million
net of tax) included in operating income, related to actions at Victoria's Secret, including severance charges, fabric cancellations and the write-off of catalogue paper.
|
(b)
|
Includes the effect of a pre-tax gain of
$108 million
(
$70 million
net of tax) related to a cash distribution from Easton Town Center, offset by a pre-tax loss of
$36 million
(
$22 million
net of tax) associated with the early extinguishment of the 2017 Notes, included in other income.
|
(c)
|
Includes the effect of a
$42 million
tax benefit related to the favorable resolution of a discrete income tax matter.
|
(d)
|
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 2,
2015 (a)
|
|
August 1,
2015
|
|
October 31,
2015
|
|
January 30,
2016
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,512
|
|
|
$
|
2,765
|
|
|
$
|
2,482
|
|
|
$
|
4,395
|
|
Gross Profit
|
1,056
|
|
|
1,114
|
|
|
1,031
|
|
|
2,002
|
|
||||
Operating Income
|
372
|
|
|
403
|
|
|
339
|
|
|
1,078
|
|
||||
Income Before Income Taxes
|
369
|
|
|
323
|
|
|
260
|
|
|
982
|
|
||||
Net Income
|
250
|
|
|
202
|
|
|
164
|
|
|
636
|
|
||||
Net Income Per Basic Share (b)
|
$
|
0.86
|
|
|
$
|
0.69
|
|
|
$
|
0.56
|
|
|
$
|
2.19
|
|
Net Income Per Diluted Share (b)
|
$
|
0.84
|
|
|
$
|
0.68
|
|
|
$
|
0.55
|
|
|
$
|
2.15
|
|
(a)
|
Includes the effect of a pre-tax gain of
$78 million
(
$69 million
net of tax) included in other income, related to the sale of our remaining interest in the third-party apparel sourcing business.
|
(b)
|
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 28, 2017
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
1,562
|
|
|
$
|
372
|
|
|
$
|
—
|
|
|
$
|
1,934
|
|
Accounts Receivable, Net
|
—
|
|
|
228
|
|
|
66
|
|
|
—
|
|
|
294
|
|
|||||
Inventories
|
—
|
|
|
976
|
|
|
120
|
|
|
—
|
|
|
1,096
|
|
|||||
Other
|
—
|
|
|
53
|
|
|
88
|
|
|
—
|
|
|
141
|
|
|||||
Total Current Assets
|
—
|
|
|
2,819
|
|
|
646
|
|
|
—
|
|
|
3,465
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
1,897
|
|
|
844
|
|
|
—
|
|
|
2,741
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
30
|
|
|
—
|
|
|
1,348
|
|
|||||
Trade Names and Other Intangible Assets, Net
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
4,923
|
|
|
15,824
|
|
|
1,350
|
|
|
(22,097
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
10
|
|
|
9
|
|
|
—
|
|
|
19
|
|
|||||
Other Assets
|
130
|
|
|
28
|
|
|
639
|
|
|
(611
|
)
|
|
186
|
|
|||||
Total Assets
|
$
|
5,053
|
|
|
$
|
22,307
|
|
|
$
|
3,518
|
|
|
$
|
(22,708
|
)
|
|
$
|
8,170
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
3
|
|
|
$
|
326
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
$
|
683
|
|
Accrued Expenses and Other
|
100
|
|
|
526
|
|
|
371
|
|
|
—
|
|
|
997
|
|
|||||
Current Portion of Long-term Debt
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
Income Taxes
|
(11
|
)
|
|
221
|
|
|
88
|
|
|
—
|
|
|
298
|
|
|||||
Total Current Liabilities
|
92
|
|
|
1,073
|
|
|
849
|
|
|
—
|
|
|
2,014
|
|
|||||
Deferred Income Taxes
|
(3
|
)
|
|
(93
|
)
|
|
448
|
|
|
—
|
|
|
352
|
|
|||||
Long-term Debt
|
5,700
|
|
|
597
|
|
|
—
|
|
|
(597
|
)
|
|
5,700
|
|
|||||
Other Long-term Liabilities
|
3
|
|
|
761
|
|
|
81
|
|
|
(14
|
)
|
|
831
|
|
|||||
Total Equity (Deficit)
|
(739
|
)
|
|
19,969
|
|
|
2,140
|
|
|
(22,097
|
)
|
|
(727
|
)
|
|||||
Total Liabilities and Equity (Deficit)
|
$
|
5,053
|
|
|
$
|
22,307
|
|
|
$
|
3,518
|
|
|
$
|
(22,708
|
)
|
|
$
|
8,170
|
|
|
January 30, 2016
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
2,190
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
2,548
|
|
Accounts Receivable, Net
|
1
|
|
|
202
|
|
|
58
|
|
|
—
|
|
|
261
|
|
|||||
Inventories
|
—
|
|
|
978
|
|
|
144
|
|
|
—
|
|
|
1,122
|
|
|||||
Other
|
—
|
|
|
115
|
|
|
110
|
|
|
—
|
|
|
225
|
|
|||||
Total Current Assets
|
1
|
|
|
3,485
|
|
|
670
|
|
|
—
|
|
|
4,156
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
1,574
|
|
|
756
|
|
|
—
|
|
|
2,330
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
—
|
|
|
—
|
|
|
1,318
|
|
|||||
Trade Names and Other Intangible Assets, Net
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
5,368
|
|
|
13,649
|
|
|
1,242
|
|
|
(20,259
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
11
|
|
|
19
|
|
|
—
|
|
|
30
|
|
|||||
Other Assets
|
141
|
|
|
40
|
|
|
679
|
|
|
(612
|
)
|
|
248
|
|
|||||
Total Assets
|
$
|
5,510
|
|
|
$
|
20,488
|
|
|
$
|
3,366
|
|
|
$
|
(20,871
|
)
|
|
$
|
8,493
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
—
|
|
|
$
|
333
|
|
|
$
|
335
|
|
|
$
|
—
|
|
|
$
|
668
|
|
Accrued Expenses and Other
|
100
|
|
|
519
|
|
|
358
|
|
|
—
|
|
|
977
|
|
|||||
Current Portion of Long-term Debt
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Income Taxes
|
(3
|
)
|
|
237
|
|
|
(10
|
)
|
|
—
|
|
|
224
|
|
|||||
Total Current Liabilities
|
97
|
|
|
1,089
|
|
|
689
|
|
|
—
|
|
|
1,875
|
|
|||||
Deferred Income Taxes
|
(3
|
)
|
|
(86
|
)
|
|
346
|
|
|
—
|
|
|
257
|
|
|||||
Long-term Debt
|
5,714
|
|
|
597
|
|
|
1
|
|
|
(597
|
)
|
|
5,715
|
|
|||||
Other Long-term Liabilities
|
—
|
|
|
670
|
|
|
248
|
|
|
(14
|
)
|
|
904
|
|
|||||
Total Equity (Deficit)
|
(298
|
)
|
|
18,218
|
|
|
2,082
|
|
|
(20,260
|
)
|
|
(258
|
)
|
|||||
Total Liabilities and Equity (Deficit)
|
$
|
5,510
|
|
|
$
|
20,488
|
|
|
$
|
3,366
|
|
|
$
|
(20,871
|
)
|
|
$
|
8,493
|
|
|
2016
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
11,959
|
|
|
$
|
3,533
|
|
|
$
|
(2,918
|
)
|
|
$
|
12,574
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(7,277
|
)
|
|
(2,854
|
)
|
|
2,682
|
|
|
(7,449
|
)
|
|||||
Gross Profit
|
—
|
|
|
4,682
|
|
|
679
|
|
|
(236
|
)
|
|
5,125
|
|
|||||
General, Administrative and Store Operating Expenses
|
(8
|
)
|
|
(2,843
|
)
|
|
(457
|
)
|
|
186
|
|
|
(3,122
|
)
|
|||||
Operating Income (Loss)
|
(8
|
)
|
|
1,839
|
|
|
222
|
|
|
(50
|
)
|
|
2,003
|
|
|||||
Interest Expense
|
(394
|
)
|
|
(60
|
)
|
|
(11
|
)
|
|
71
|
|
|
(394
|
)
|
|||||
Other Income
|
(35
|
)
|
|
3
|
|
|
119
|
|
|
—
|
|
|
87
|
|
|||||
Income (Loss) Before Income Taxes
|
(437
|
)
|
|
1,782
|
|
|
330
|
|
|
21
|
|
|
1,696
|
|
|||||
Provision (Benefit) for Income Taxes
|
(10
|
)
|
|
432
|
|
|
116
|
|
|
—
|
|
|
538
|
|
|||||
Equity in Earnings, Net of Tax
|
1,585
|
|
|
39
|
|
|
376
|
|
|
(2,000
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
1,158
|
|
|
$
|
1,389
|
|
|
$
|
590
|
|
|
$
|
(1,979
|
)
|
|
$
|
1,158
|
|
|
2016
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Income (Loss)
|
$
|
1,158
|
|
|
$
|
1,389
|
|
|
$
|
590
|
|
|
$
|
(1,979
|
)
|
|
$
|
1,158
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Unrealized Loss on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Unrealized Loss on Marketable Securities
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Reclassification of Gain on Marketable Securities to Earnings
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Total Comprehensive Income
|
$
|
1,158
|
|
|
$
|
1,389
|
|
|
$
|
562
|
|
|
$
|
(1,979
|
)
|
|
$
|
1,130
|
|
|
2015
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
11,475
|
|
|
$
|
3,570
|
|
|
$
|
(2,891
|
)
|
|
$
|
12,154
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(6,843
|
)
|
|
(2,858
|
)
|
|
2,751
|
|
|
(6,950
|
)
|
|||||
Gross Profit
|
—
|
|
|
4,632
|
|
|
712
|
|
|
(140
|
)
|
|
5,204
|
|
|||||
General, Administrative and Store Operating Expenses
|
(12
|
)
|
|
(2,688
|
)
|
|
(440
|
)
|
|
128
|
|
|
(3,012
|
)
|
|||||
Operating Income (Loss)
|
(12
|
)
|
|
1,944
|
|
|
272
|
|
|
(12
|
)
|
|
2,192
|
|
|||||
Interest Expense
|
(334
|
)
|
|
(38
|
)
|
|
(9
|
)
|
|
47
|
|
|
(334
|
)
|
|||||
Other Income
|
—
|
|
|
5
|
|
|
71
|
|
|
—
|
|
|
76
|
|
|||||
Income (Loss) Before Income Taxes
|
(346
|
)
|
|
1,911
|
|
|
334
|
|
|
35
|
|
|
1,934
|
|
|||||
Provision (Benefit) for Income Taxes
|
(2
|
)
|
|
478
|
|
|
205
|
|
|
—
|
|
|
681
|
|
|||||
Equity in Earnings, Net of Tax
|
1,597
|
|
|
94
|
|
|
348
|
|
|
(2,039
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
1,253
|
|
|
$
|
1,527
|
|
|
$
|
477
|
|
|
$
|
(2,004
|
)
|
|
$
|
1,253
|
|
|
2015
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Income (Loss)
|
$
|
1,253
|
|
|
$
|
1,527
|
|
|
$
|
477
|
|
|
$
|
(2,004
|
)
|
|
$
|
1,253
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||||
Unrealized Gain on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
Unrealized Gain on Marketable Securities
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Total Other Comprehensive Income, Net of Tax
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Total Comprehensive Income
|
$
|
1,253
|
|
|
$
|
1,527
|
|
|
$
|
482
|
|
|
$
|
(2,004
|
)
|
|
$
|
1,258
|
|
|
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
|
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Unrealized Gain on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
(60
|
)
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Total Comprehensive Income
|
$
|
1,042
|
|
|
$
|
1,350
|
|
|
$
|
382
|
|
|
$
|
(1,737
|
)
|
|
$
|
1,037
|
|
|
2016
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(462
|
)
|
|
$
|
1,848
|
|
|
$
|
504
|
|
|
$
|
—
|
|
|
$
|
1,890
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(705
|
)
|
|
(285
|
)
|
|
—
|
|
|
(990
|
)
|
|||||
Return of Capital from Easton Town Center, LLC
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|||||
Acquisition, Net of Cash Acquired of $1
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|||||
Proceeds from Sale of Marketable Securities
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Other Investing Activities
|
—
|
|
|
(2
|
)
|
|
21
|
|
|
—
|
|
|
19
|
|
|||||
Net Cash Used for Investing Activities
|
—
|
|
|
(707
|
)
|
|
(126
|
)
|
|
—
|
|
|
(833
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
692
|
|
|||||
Payments of Long-term Debt
|
(742
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
|||||
Borrowings from Debt Facilities
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Repayments on Debt Facilities
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Dividends Paid
|
(1,268
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,268
|
)
|
|||||
Repurchases of Common Stock
|
(435
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
|||||
Excess Tax Benefits from Share-based Compensation
|
—
|
|
|
37
|
|
|
5
|
|
|
—
|
|
|
42
|
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
2,195
|
|
|
(1,803
|
)
|
|
(392
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Financing Costs and Other
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
462
|
|
|
(1,769
|
)
|
|
(358
|
)
|
|
—
|
|
|
(1,665
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Net Increase in Cash and Cash Equivalents
|
—
|
|
|
(628
|
)
|
|
14
|
|
|
—
|
|
|
(614
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
2,190
|
|
|
358
|
|
|
—
|
|
|
2,548
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
1,562
|
|
|
$
|
372
|
|
|
$
|
—
|
|
|
$
|
1,934
|
|
|
2015
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(322
|
)
|
|
$
|
1,835
|
|
|
$
|
356
|
|
|
$
|
—
|
|
|
$
|
1,869
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(506
|
)
|
|
(221
|
)
|
|
—
|
|
|
(727
|
)
|
|||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|||||
Proceeds from Sale of Marketable Securities
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
Proceeds from Divestiture of Third-party Apparel Sourcing Business
|
—
|
|
|
1
|
|
|
84
|
|
|
—
|
|
|
85
|
|
|||||
Purchases of Marketable Securities
|
—
|
|
|
(50
|
)
|
|
(10
|
)
|
|
—
|
|
|
(60
|
)
|
|||||
Other Investing Activities
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Net Cash Used for Investing Activities
|
—
|
|
|
(505
|
)
|
|
62
|
|
|
—
|
|
|
(443
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs
|
988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|||||
Borrowings from Debt Facilities
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Dividends Paid
|
(1,171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,171
|
)
|
|||||
Repurchases of Common Stock
|
(483
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(483
|
)
|
|||||
Excess Tax Benefits from Share-based Compensation
|
—
|
|
|
62
|
|
|
8
|
|
|
—
|
|
|
70
|
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
955
|
|
|
(662
|
)
|
|
(293
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds From Exercise of Stock Options
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Financing Costs and Other
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
322
|
|
|
(602
|
)
|
|
(278
|
)
|
|
—
|
|
|
(558
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net Increase in Cash and Cash Equivalents
|
—
|
|
|
728
|
|
|
139
|
|
|
—
|
|
|
867
|
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
1,462
|
|
|
219
|
|
|
—
|
|
|
1,681
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
2,190
|
|
|
$
|
358
|
|
|
$
|
—
|
|
|
$
|
2,548
|
|
|
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 Debt Facilities
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Repayments on Debt Facilities
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Dividends Paid
|
(691
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|||||
Repurchases of Common Stock
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||||
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
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Financing Costs and Other
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
333
|
|
|
(1,081
|
)
|
|
(171
|
)
|
|
—
|
|
|
(919
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Net Increase (Decrease) 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
|
|
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)
|
|
11,213,614
|
|
|
$
|
47.17
|
|
(2)
|
15,519,061
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
11,213,614
|
|
|
$
|
47.17
|
|
|
15,519,061
|
|
(1)
|
Includes the following plans: L Brands, Inc. 2015 Stock Option and Performance Incentive Plan, L Brands, Inc. 2011 Stock Option and Performance Incentive Plan and L Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2009 Restatement). There are no shares remaining available for grant under the 2011 Plan or 1993 Plan.
|
(2)
|
Does not include outstanding rights to receive Common Stock upon the vesting of restricted share awards or settlement of deferred stock units.
|
|
|
4.5
|
|
First Supplemental Indenture dated as of May 31, 2005 among the Company, The Bank of New York and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4.1.2 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-125561) filed June 6, 2005.
|
|
|
|
|
|
|
|
4.6
|
|
Second Supplemental Indenture dated as of July 17, 2007 between the Company and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4.1.3 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 JP 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, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated July 22, 2014.
|
|
|
|
|
|
|
|
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, incorporated by reference to Exhibit 4.16 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-209114) filed on January 25, 2016.
|
|
|
|
|
|
|
|
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, incorporated by reference to Exhibit 4.17 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-209114) filed on January 25, 2016.
|
|
|
|
|
|
|
|
4.18
|
|
First Amendment dated as of April 21, 2015 among the Company, L (Overseas) Holding 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 18, 2014 among the Company, the lenders from time to time party thereto and the Administrative Agent, incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 2, 2015.
|
|
|
|
|
|
|
|
4.19
|
|
Indenture, dated as of October 30, 2015, among L Brands, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated November 3, 2015.
|
|
|
|
|
|
|
|
4.20
|
|
Form of 6.875% senior notes due 2035, incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated November 3, 2015.
|
|
|
|
|
|
|
|
4.21
|
|
Registration Rights Agreement, dated as of October 30, 2015, among L Brands, Inc., the guarantors named therein and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the initial purchasers, incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated November 3, 2015.
|
|
|
|
|
|
|
|
4.22
|
|
Indenture, dated as of June 16, 2016, among L Brands, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated June 16, 2016.
|
|
|
|
|
|
|
|
4.23
|
|
First Supplemental Indenture, dated as of June 16, 2016, by and among L Brands, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated June 16, 2016.
|
|
|
|
|
|
|
|
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 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.**
|
|
|
|
|
|
|
|
10.17
|
|
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.**
|
|
|
|
|
|
|
|
10.18
|
|
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.**
|
|
|
|
|
|
|
|
10.19
|
|
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.**
|
|
|
|
|
|
|
|
10.20
|
|
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.**
|
|
|
|
|
|
|
|
10.21
|
|
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.**
|
|
|
|
|
|
|
|
10.22
|
|
L Brands, Inc. 2015 Stock Option and Performance Incentive Plan Terms and Conditions of Restricted Share Unit Grant, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015.
|
|
|
|
|
|
|
|
10.23
|
|
L Brands, Inc. 2015 Stock Option and Performance Incentive Plan Terms and Conditions of Stock Option Grant, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015.
|
|
|
|
|
|
|
|
10.24
|
|
L Brands, Inc. 2015 Cash Incentive Compensation Performance Plan, incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated May 26, 2015.
|
|
|
|
|
|
|
|
10.25
|
|
Employment Agreement dated as of July 23, 2009 among Limited Brands, Inc., Limited Service Corporation, Inc., and Martin P. Waters, as amended by Employment Agreement Amendment among Limited Brands, Inc., Limited Brands Service Company, LLC, and Mr. Waters effective as of December 19, 2012.**
|
|
|
|
|
|
|
|
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
|
**
|
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 and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ LESLIE H. WEXNER*
|
|
Chairman of the Board of Directors and Chief Executive
|
Leslie H. Wexner
|
|
Officer (Principal Executive Officer)
|
|
|
|
/s/ STUART B. BURGDOERFER
|
|
Executive Vice President and Chief Financial Officer
|
Stuart B. Burgdoerfer
|
|
(Principal Financial Officer and Principal
Accounting Officer)
|
|
|
|
/s/ E. GORDON GEE*
|
|
Director
|
E. Gordon Gee
|
|
|
|
|
|
/s/ DENNIS S. HERSCH*
|
|
Director
|
Dennis S. Hersch
|
|
|
|
|
|
/s/ DONNA A. JAMES*
|
|
Director
|
Donna A. James
|
|
|
|
|
|
/s/ DAVID T. KOLLAT*
|
|
Director
|
David T. Kollat
|
|
|
|
|
|
/s/ JEFFREY H. MIRO*
|
|
Director
|
Jeffrey H. Miro
|
|
|
|
|
|
/s/ MICHAEL G. MORRIS*
|
|
Director
|
Michael G. Morris
|
|
|
|
|
|
/s/ STEPHEN S. STEINOUR*
|
|
Director
|
Stephen S. Steinour
|
|
|
|
|
|
/s/ ALLAN R. TESSLER*
|
|
Director
|
Allan R. Tessler
|
|
|
|
|
|
/s/ ABIGAIL S. WEXNER*
|
|
Director
|
Abigail S. Wexner
|
|
|
|
|
|
/s/ RAYMOND ZIMMERMAN*
|
|
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
|
|
|
|
10.25
|
|
Employment Agreement dated as of July 23, 2009 among Limited Brands, Inc., Limited Service Corporation, Inc., and Martin P. Waters, as amended by Employment Agreement Amendment among Limited Brands, Inc., Limited Brands Service Company, LLC, and Mr. Waters effective as of December 19, 2012.
|
|
|
|
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
|
10.
|
Compensation Upon Certain Terminations by the Company
|
|
LIMITED BRANDS, INC.
|
|
|
|
|
LIMITED SERVICE CORPORATION, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MARTYN R. REDGRAVE
|
|
8/18/09
|
|
Name:
|
Martyn Redgrave
|
|
Date
|
|
Title:
|
Chief Administrative Officer
|
|
|
|
|
|
|
|
|
|
/s/ MARTIN WATERS
|
|
8/18/09
|
|
|
Martin Waters
|
|
Date
|
|
LIMITED BRANDS, INC.
|
|
|
|
|
LIMITED BRANDS SERVICE COMPANY, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ DOUGLAS L. WILLIAMS
|
|
12/13/12
|
|
Name:
|
Douglas L. Williams
|
|
Date
|
|
Title:
|
Executive Vice President, General Counsel
|
|
|
|
|
|
|
|
|
|
/s/ MARTIN WATERS
|
|
12/19/12
|
|
|
Martin Waters
|
|
Date
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
($ in millions)
|
||||||||||||||||||
Income before income taxes,
noncontrolling interest and cumulative
effect of change in accounting principle
|
$
|
1,696
|
|
|
$
|
1,935
|
|
|
$
|
1,636
|
|
|
$
|
1,446
|
|
|
$
|
1,280
|
|
Fixed charges (excluding capitalized
interest)
|
547
|
|
|
471
|
|
|
443
|
|
|
429
|
|
|
426
|
|
|||||
Distributions from equity method
investments, net of income or loss from
equity investees
|
12
|
|
|
7
|
|
|
(4
|
)
|
|
49
|
|
|
11
|
|
|||||
Total earnings
|
$
|
2,255
|
|
|
$
|
2,413
|
|
|
$
|
2,075
|
|
|
$
|
1,924
|
|
|
$
|
1,717
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of minimum rent
representative of interest
|
$
|
153
|
|
|
$
|
137
|
|
|
$
|
119
|
|
|
$
|
114
|
|
|
$
|
107
|
|
Interest on indebtedness (including
capitalized interest)
|
396
|
|
|
337
|
|
|
326
|
|
|
314
|
|
|
317
|
|
|||||
Total fixed charges
|
$
|
549
|
|
|
$
|
474
|
|
|
$
|
445
|
|
|
$
|
428
|
|
|
$
|
424
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.1
|
|
|
5.1
|
|
|
4.7
|
|
|
4.5
|
|
|
4.1
|
|
Subsidiaries (a)
|
|
Jurisdiction of
Incorporation
|
Bath & Body Works Brand Management, Inc.
|
|
Delaware
|
beautyAvenues, LLC
|
|
Delaware
|
Intimate Brands Holding, LLC
|
|
Delaware
|
Intimate Brands, Inc.
|
|
Delaware
|
L (Overseas) Holdings LP
|
|
Alberta
|
L Brands (Overseas), Inc.
|
|
Delaware
|
L Brands Service Company, LLC
|
|
Delaware
|
Mast Industries, Inc.
|
|
Delaware
|
Retail Store Operations, Inc.
|
|
Delaware
|
Victoria's Secret Direct Brand Management, LLC
|
|
Delaware
|
Victoria's Secret Stores Brand Management, Inc.
|
|
Delaware
|
Victoria's Secret Stores, LLC
|
|
Delaware
|
(a)
|
The names of certain subsidiaries are omitted because such unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of
January 28, 2017
.
|
/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/ JEFFREY H. MIRO
|
Jeffrey H. Miro
|
/s/ MICHAEL G. MORRIS
|
Michael G. Morris
|
/s/ STEPHEN D. STEINOUR
|
Stephen D. 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:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
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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:
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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):
|
(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 17, 2017
for the fiscal year ended
January 28, 2017
(the “Form 10-K”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(ii)
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the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ LESLIE H. WEXNER
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Leslie H. Wexner
Chairman and Chief Executive Officer
|
|
|
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/s/ STUART B. BURGDOERFER
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Stuart B. Burgdoerfer
Executive Vice President and
Chief Financial Officer
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