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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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February 2, 2019
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February 3, 2018
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||
Victoria’s Secret U.S.
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1,098
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1,124
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Victoria’s Secret Canada
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45
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46
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Bath & Body Works U.S.
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1,619
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1,592
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Bath & Body Works Canada
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102
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102
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Victoria's Secret U.K. / Ireland
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26
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24
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Victoria's Secret China
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15
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7
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Victoria's Secret Beauty and Accessories China
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38
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29
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La Senza U.S.
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—
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5
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La Senza Canada
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—
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119
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Henri Bendel
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—
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27
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Total
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2,943
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3,075
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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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Sold (b)
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End of Year
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||||||
2018
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3,075
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88
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(90
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)
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—
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|
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(130
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)
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2,943
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2017
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3,074
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66
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(65
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)
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—
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—
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3,075
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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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—
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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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—
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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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—
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2,969
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February 2, 2019
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February 3, 2018
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||
Victoria’s Secret Beauty and Accessories
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383
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397
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Victoria’s Secret
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56
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37
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Bath & Body Works
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235
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185
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La Senza
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—
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194
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Total
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674
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813
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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, sleepwear, 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 and accessories.
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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 body 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 vendor 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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shareholder activism matters;
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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 vendors 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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liabilities arising from divested businesses;
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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, third-party 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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495,000
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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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35,000
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Various international locations
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Office and sourcing
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160,000
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•
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383
Victoria’s Secret Beauty and Accessories stores in
70
countries;
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•
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235
Bath & Body Works stores in more than
30
countries;
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•
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47
Victoria's Secret stores in
21
countries; and
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•
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9
PINK stores in
4
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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|||||||
2018
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Fourth quarter
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$
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38.00
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$
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23.71
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$
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0.60
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Third quarter
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33.97
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25.89
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|
|
0.60
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|||
Second quarter
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38.14
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|
|
30.42
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0.60
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|||
First quarter
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51.13
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33.88
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|
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0.60
|
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|||
2017
|
|
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||||||
Fourth quarter
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$
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63.10
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$
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42.54
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$
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0.60
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Third quarter
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46.66
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|
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35.00
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|
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0.60
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|||
Second quarter
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55.98
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43.35
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|
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0.60
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|||
First quarter
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60.46
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|
|
43.04
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|
|
0.60
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(a)
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This table represents $100 invested in stock or in index at the closing price on
February 1, 2014
, 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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Period
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Total
Number of
Shares
Purchased (a)
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Average Price
Paid per
Share (b)
|
|
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)
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||||||||
November 2018
|
|
4
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|
$
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33.64
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|
—
|
|
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$
|
78,677
|
|
December 2018
|
|
4
|
|
|
28.58
|
|
|
—
|
|
|
78,677
|
|
||
January 2019
|
|
13
|
|
|
27.17
|
|
|
—
|
|
|
78,677
|
|
||
Total
|
|
21
|
|
|
|
|
|
—
|
|
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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
20
to the Consolidated Financial Statements included in Item
8
. Financial Statements and Supplementary Data.
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|
|
Fiscal Year Ended
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||||||||||||||||||
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February 2, 2019
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|
February 3, 2018 (a)
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|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
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||||||||||
Summary of Operations
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|
(in millions)
|
||||||||||||||||||
Net Sales
|
|
$
|
13,237
|
|
|
$
|
12,632
|
|
|
$
|
12,574
|
|
|
$
|
12,154
|
|
|
$
|
11,454
|
|
Gross Profit
|
|
4,899
|
|
|
4,959
|
|
|
5,125
|
|
|
5,204
|
|
|
4,808
|
|
|||||
Operating Income (b)
|
|
1,237
|
|
|
1,728
|
|
|
2,003
|
|
|
2,192
|
|
|
1,953
|
|
|||||
Net Income (c)
|
|
644
|
|
|
983
|
|
|
1,158
|
|
|
1,253
|
|
|
1,042
|
|
|||||
|
|
(as a percentage of net sales)
|
||||||||||||||||||
Gross Profit
|
|
37.0
|
%
|
|
39.3
|
%
|
|
40.8
|
%
|
|
42.8
|
%
|
|
42.0
|
%
|
|||||
Operating Income
|
|
9.3
|
%
|
|
13.7
|
%
|
|
15.9
|
%
|
|
18.0
|
%
|
|
17.1
|
%
|
|||||
Net Income
|
|
4.9
|
%
|
|
7.8
|
%
|
|
9.2
|
%
|
|
10.3
|
%
|
|
9.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Per Basic Share
|
|
$
|
2.33
|
|
|
$
|
3.46
|
|
|
$
|
4.04
|
|
|
$
|
4.30
|
|
|
$
|
3.57
|
|
Net Income Per Diluted Share
|
|
$
|
2.31
|
|
|
$
|
3.42
|
|
|
$
|
3.98
|
|
|
$
|
4.22
|
|
|
$
|
3.50
|
|
Dividends Per Share
|
|
$
|
2.40
|
|
|
$
|
2.40
|
|
|
$
|
4.40
|
|
|
$
|
4.00
|
|
|
$
|
2.36
|
|
Weighted Average Diluted Shares Outstanding (in millions)
|
|
279
|
|
|
287
|
|
|
291
|
|
|
297
|
|
|
298
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Information
|
|
(in millions)
|
||||||||||||||||||
Cash and Cash Equivalents
|
|
$
|
1,413
|
|
|
$
|
1,515
|
|
|
$
|
1,934
|
|
|
$
|
2,548
|
|
|
$
|
1,681
|
|
Total Assets
|
|
8,090
|
|
|
8,149
|
|
|
8,170
|
|
|
8,493
|
|
|
7,476
|
|
|||||
Working Capital
|
|
1,274
|
|
|
1,262
|
|
|
1,451
|
|
|
2,281
|
|
|
1,520
|
|
|||||
Net Cash Provided by Operating Activities
|
|
1,377
|
|
|
1,406
|
|
|
1,990
|
|
|
2,027
|
|
|
1,877
|
|
|||||
Capital Expenditures
|
|
629
|
|
|
707
|
|
|
990
|
|
|
727
|
|
|
715
|
|
|||||
Long-term Debt
|
|
5,739
|
|
|
5,707
|
|
|
5,700
|
|
|
5,715
|
|
|
4,722
|
|
|||||
Other Long-term Liabilities
|
|
1,004
|
|
|
924
|
|
|
831
|
|
|
904
|
|
|
820
|
|
|||||
Shareholders’ Equity (Deficit)
|
|
(869
|
)
|
|
(753
|
)
|
|
(729
|
)
|
|
(259
|
)
|
|
18
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comparable Sales Increase (Decrease) (d)
|
|
3
|
%
|
|
(3
|
%)
|
|
2
|
%
|
|
5
|
%
|
|
4
|
%
|
|||||
Comparable Store Sales Increase (Decrease) (d)
|
|
(1
|
%)
|
|
(4
|
%)
|
|
1
|
%
|
|
5
|
%
|
|
4
|
%
|
|||||
Return on Average Assets
|
|
8
|
%
|
|
12
|
%
|
|
14
|
%
|
|
16
|
%
|
|
14
|
%
|
|||||
Current Ratio
|
|
1.6
|
|
|
1.6
|
|
|
1.7
|
|
|
2.2
|
|
|
1.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stores and Associates at End of Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of Stores (e)
|
|
2,943
|
|
|
3,075
|
|
|
3,074
|
|
|
3,005
|
|
|
2,969
|
|
|||||
Selling Square Feet (in thousands) (e)
|
|
12,396
|
|
|
12,656
|
|
|
12,395
|
|
|
11,902
|
|
|
11,536
|
|
|||||
Number of Associates
|
|
88,900
|
|
|
93,200
|
|
|
93,600
|
|
|
87,900
|
|
|
80,100
|
|
(a)
|
The fiscal year ended February 3, 2018 ("2017") represents a 53-week fiscal year.
|
(b)
|
Operating income includes the effect of the following items:
|
(i)
|
In 2018, a
$99 million
loss on the sale of La Senza, an
$81 million
charge related to the impairment of certain Victoria's Secret store assets and
$20 million
of Henri Bendel closure costs.
|
(ii)
|
In 2016, a
$35 million
charge related to strategic actions at Victoria's Secret, including severance charges, fabric cancellations and the write-off of catalogue paper.
|
(c)
|
In addition to the items previously discussed in (b), net income includes the effect of the following items:
|
(i)
|
In 2017, a
$92 million
tax benefit related to changes in U.S. tax legislation partially offset by a
$29 million
loss associated with the early extinguishment of our 2019 Notes.
|
(ii)
|
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.
|
(iii)
|
In 2015, a
$69 million
gain related to the divestiture of our remaining ownership interest in our third-party apparel sourcing business.
|
(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 is calculated on a comparable calendar period as opposed to a fiscal basis. Therefore, the percentage change in comparable sales for 2018, 2016, 2015 and 2014 were calculated on a 52-to-52-week basis, and the percentage change in comparable sales for 2017 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 brands internationally; and
|
•
|
Focus on the fundamentals of our business.
|
•
|
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. During 2018, we opened eight new Victoria's Secret full-assortment stores in Greater China, bringing the total to 15. In 2019, we have plans to open three to five new Victoria's Secret full-assortment stores in Greater China.
|
•
|
Victoria's Secret Beauty and Accessories Stores
— During 2018, we opened nine net new Victoria's Secret Beauty and Accessories stores in Greater China, bringing the total to
38
. In
2019
, we expect to open six to ten net new Victoria's Secret Beauty and Accessories stores in Greater China. Additionally, our partners operate
383
Victoria's Secret Beauty and Accessories stores in 70 countries worldwide. These stores are located in local markets, airports and tourist destinations, and are focused on Victoria’s Secret branded beauty and accessory products.
|
•
|
Bath & Body Works International Stores
— Our partners opened 50 net new Bath & Body Works stores in
2018
, bringing the total in the Middle East, Latin America, Southeast Asia and Europe to
235
. Our partners plan to open approximately 50 additional stores in
2019
.
|
•
|
Victoria’s Secret has underperformed - major merchandise misses have resulted in increased promotion which negatively impacted margin rates. Victoria’s Secret segment comparable sales declined 2% for the year, and operating income declined 50%. By business unit:
|
◦
|
In Victoria’s Secret Lingerie, 2018 comparable sales declined in the low-single digit range. We are seeing some improved performance in our newer bra launches. However, growth in new styles has not been enough to offset the decline in older styles. We made a substantial investment in sleepwear for the Holiday season, and the category delivered strong growth over last year.
|
◦
|
PINK comparable sales declined in the mid-single digit range in 2018, as fashion misses in apparel drove a decline in performance.
|
◦
|
Victoria’s Secret Beauty, with improved fashion, delivered low-double digit comparable sales growth in 2018.
|
•
|
Bath & Body Works has an experienced team with strong merchandising skills. They have a close connection to the customer and a fast and agile supply chain, resulting in another record year, on top of a record 2017. In 2018, Bath & Body Works comparable sales increased 11%, and operating income increased 13%. Sales in the direct channel increased 30%. We ended the year with more than 600 newly remodeled stores, which include the White Barn store design. These stores are driving significant sales growth and, importantly, present a new, compelling store experience for customers.
|
•
|
Revenue in our Victoria's Secret and Bath & Body Works International segment increased by 20% in 2018, and operating income declined, as improved performance in our franchise businesses was offset by underperformance in the U.K. and our investment in China.
|
◦
|
Closing Henri Bendel;
|
◦
|
Selling the La Senza business; and
|
◦
|
Reducing our regular dividend to reduce debt levels.
|
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Detail of Special Items included in Operating Income - Income (Expense)
|
|
|
|
|
|
||||||
Loss on Divestiture of La Senza (a)
|
$
|
(99
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Victoria's Secret Store Asset Impairment (b)
|
(81
|
)
|
|
—
|
|
|
—
|
|
|||
Henri Bendel Closure Costs (c)
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||
Victoria's Secret Restructuring (d)
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||
Total Special Items included in Operating Income
|
$
|
(200
|
)
|
|
$
|
—
|
|
|
$
|
(35
|
)
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Other Income (Loss) - Income (Loss)
|
|
|
|
|
|
||||||
Loss on Extinguishment of Debt (e)
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
$
|
(36
|
)
|
Gain on Distribution from Easton Town Center, LLC (f)
|
—
|
|
|
—
|
|
|
108
|
|
|||
Total Special Items included in Other Income (Loss)
|
$
|
—
|
|
|
$
|
(45
|
)
|
|
$
|
72
|
|
|
|
|
|
|
|
||||||
Detail of Special Items included in Provision for Income Taxes - Benefit (Provision)
|
|
|
|
|
|
||||||
Tax Benefit related to Changes in U.S. Tax Legislation (g)
|
$
|
—
|
|
|
$
|
92
|
|
|
$
|
—
|
|
Tax Benefit from the Settlement of a Discrete Tax Matter (h)
|
—
|
|
|
—
|
|
|
42
|
|
|||
Tax Effect of Special Items included in Operating Income and Other Income (Loss)
|
58
|
|
|
16
|
|
|
(11
|
)
|
|||
Total Special Items included in Provision for Income Taxes
|
$
|
58
|
|
|
$
|
108
|
|
|
$
|
31
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Operating Income to Adjusted Operating Income
|
|
|
|
|
|
||||||
Reported Operating Income
|
$
|
1,237
|
|
|
$
|
1,728
|
|
|
$
|
2,003
|
|
Special Items included in Operating Income
|
200
|
|
|
—
|
|
|
35
|
|
|||
Adjusted Operating Income
|
$
|
1,437
|
|
|
$
|
1,728
|
|
|
$
|
2,037
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Net Income to Adjusted Net Income
|
|
|
|
|
|
||||||
Reported Net Income
|
$
|
644
|
|
|
$
|
983
|
|
|
$
|
1,158
|
|
Special Items included in Net Income
|
142
|
|
|
(63
|
)
|
|
(68
|
)
|
|||
Adjusted Net Income
|
$
|
786
|
|
|
$
|
920
|
|
|
$
|
1,090
|
|
|
|
|
|
|
|
||||||
Reconciliation of Reported Earnings Per Diluted Share to Adjusted Earnings Per Diluted Share
|
|
|
|
|
|
||||||
Reported Earnings Per Diluted Share
|
$
|
2.31
|
|
|
$
|
3.42
|
|
|
$
|
3.98
|
|
Special Items included in Earnings Per Diluted Share
|
0.51
|
|
|
(0.22
|
)
|
|
(0.23
|
)
|
|||
Adjusted Earnings Per Diluted Share
|
$
|
2.82
|
|
|
$
|
3.20
|
|
|
$
|
3.74
|
|
(a)
|
In the fourth quarter of 2018, we recognized a
$99 million
(
$55 million
after-tax) loss on the sale of La Senza. For additional information see Note
6
, "Restructuring Activities" included in Item
8
. Financial Statements and Supplementary Data.
|
(b)
|
In the third quarter of 2018, we recognized an
$81 million
(
$73 million
after-tax) impairment charge related to certain Victoria's Secret store assets. For additional information see Note
8
, "Property and Equipment, Net" included in Item
8
. Financial Statements and Supplementary Data.
|
(c)
|
In the third quarter of 2018, we recognized
$20 million
(
$15 million
after-tax) of closure costs related to the closure of the Henri Bendel business. For additional information see Note
6
, "Restructuring Activities" included in Item
8
. Financial Statements and Supplementary Data.
|
(d)
|
In the first quarter of 2016, we made strategic changes within the Victoria’s Secret segment designed to focus the brand on its core merchandise categories and streamline operations. As a result of these changes, we recorded charges related to severance and related costs, fabric cancellations and catalogue paper write-offs. For additional information see Note
6
, "Restructuring Activities" included in Item
8
. Financial Statements and Supplementary Data.
|
(e)
|
In the fourth quarter of 2017, we redeemed our $500 million 8.50% Senior Unsecured Notes due June 2019 resulting in a pre-tax loss on extinguishment of
$45 million
(after-tax loss of
$29 million
). In the second quarter of 2016, we redeemed 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
13
, "Long-term Debt and Borrowing Facilities" included in Item
8
. Financial Statements and Supplementary Data.
|
(f)
|
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
10
, "Equity Investments" included in Item
8
. Financial Statements and Supplementary Data.
|
(g)
|
In the fourth quarter of 2017, we recorded a
$92 million
tax benefit related to changes in U.S. tax legislation. For additional information see Note
12
, "Income Taxes" included in Item
8
. Financial Statements and Supplementary Data.
|
(h)
|
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
12
, "Income Taxes" included in Item
8
. Financial Statements and Supplementary Data.
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||
Sales per Average Selling Square Foot
|
|
|
|
|
|
|
|
|
|
||||||||
Victoria’s Secret U.S.
|
$
|
757
|
|
|
$
|
784
|
|
|
$
|
844
|
|
|
(3
|
%)
|
|
(7
|
%)
|
Bath & Body Works U.S.
|
891
|
|
|
844
|
|
|
831
|
|
|
6
|
%
|
|
2
|
%
|
|||
Sales per Average Store (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Victoria’s Secret U.S.
|
$
|
4,880
|
|
|
$
|
5,003
|
|
|
$
|
5,288
|
|
|
(2
|
%)
|
|
(5
|
%)
|
Bath & Body Works U.S.
|
2,279
|
|
|
2,107
|
|
|
2,010
|
|
|
8
|
%
|
|
5
|
%
|
|||
Average Store Size (selling square feet)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Victoria’s Secret U.S.
|
6,484
|
|
|
6,415
|
|
|
6,349
|
|
|
1
|
%
|
|
1
|
%
|
|||
Bath & Body Works U.S.
|
2,585
|
|
|
2,532
|
|
|
2,459
|
|
|
2
|
%
|
|
3
|
%
|
|||
Total Selling Square Feet (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Victoria’s Secret U.S.
|
7,119
|
|
|
7,210
|
|
|
7,181
|
|
|
(1
|
%)
|
|
—
|
%
|
|||
Bath & Body Works U.S.
|
4,185
|
|
|
4,032
|
|
|
3,912
|
|
|
4
|
%
|
|
3
|
%
|
|
Stores Operating at
|
|
|
|
|
|
Stores Operating at
|
||||
|
January 28, 2017
|
|
Opened
|
|
Closed
|
|
February 3, 2018
|
||||
Victoria’s Secret U.S.
|
1,131
|
|
|
13
|
|
|
(20
|
)
|
|
1,124
|
|
Victoria’s Secret Canada
|
46
|
|
|
2
|
|
|
(2
|
)
|
|
46
|
|
Total Victoria's Secret
|
1,177
|
|
|
15
|
|
|
(22
|
)
|
|
1,170
|
|
Bath & Body Works U.S.
|
1,591
|
|
|
32
|
|
|
(31
|
)
|
|
1,592
|
|
Bath & Body Works Canada
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
Total Bath & Body Works
|
1,693
|
|
|
32
|
|
|
(31
|
)
|
|
1,694
|
|
Victoria's Secret U.K. / Ireland
|
18
|
|
|
6
|
|
|
—
|
|
|
24
|
|
Victoria's Secret Beauty and Accessories
|
31
|
|
|
4
|
|
|
(6
|
)
|
|
29
|
|
Victoria's Secret China
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
Total Victoria's Secret and Bath & Body Works International
|
49
|
|
|
17
|
|
|
(6
|
)
|
|
60
|
|
Henri Bendel
|
29
|
|
|
—
|
|
|
(2
|
)
|
|
27
|
|
La Senza U.S.
|
4
|
|
|
1
|
|
|
—
|
|
|
5
|
|
La Senza Canada
|
122
|
|
|
1
|
|
|
(4
|
)
|
|
119
|
|
Total L Brands Stores
|
3,074
|
|
|
66
|
|
|
(65
|
)
|
|
3,075
|
|
|
Stores Operating at
|
|
|
|
|
|
|
|
Stores Operating at
|
|||||
|
January 30, 2016
|
|
Opened
|
|
Acquired (a)
|
|
Closed
|
|
January 28, 2017
|
|||||
Victoria’s Secret U.S.
|
1,118
|
|
|
23
|
|
|
—
|
|
|
(10
|
)
|
|
1,131
|
|
Victoria’s Secret Canada
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
Total Victoria's Secret
|
1,164
|
|
|
23
|
|
|
—
|
|
|
(10
|
)
|
|
1,177
|
|
Bath & Body Works U.S.
|
1,574
|
|
|
30
|
|
|
—
|
|
|
(13
|
)
|
|
1,591
|
|
Bath & Body Works Canada
|
98
|
|
|
5
|
|
|
—
|
|
|
(1
|
)
|
|
102
|
|
Total Bath & Body Works
|
1,672
|
|
|
35
|
|
|
—
|
|
|
(14
|
)
|
|
1,693
|
|
Victoria's Secret U.K.
|
14
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
18
|
|
Victoria's Secret Beauty and Accessories
|
—
|
|
|
6
|
|
|
26
|
|
|
(1
|
)
|
|
31
|
|
Total Victoria's Secret and Bath & Body Works International
|
14
|
|
|
10
|
|
|
26
|
|
|
(1
|
)
|
|
49
|
|
Henri Bendel
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
La Senza U.S.
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
La Senza Canada
|
126
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
122
|
|
Total L Brands Stores
|
3,005
|
|
|
72
|
|
|
26
|
|
|
(29
|
)
|
|
3,074
|
|
|
Stores Operating at
|
|
|
|
|
|
|
|
Stores Operating at
|
|||||
|
February 3, 2018
|
|
Opened
|
|
Closed
|
|
Sold (a)
|
|
February 2, 2019
|
|||||
Victoria’s Secret Beauty & Accessories
|
397
|
|
|
32
|
|
|
(46
|
)
|
|
—
|
|
|
383
|
|
Victoria's Secret
|
37
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
56
|
|
Bath & Body Works
|
185
|
|
|
56
|
|
|
(6
|
)
|
|
—
|
|
|
235
|
|
La Senza
|
194
|
|
|
2
|
|
|
(17
|
)
|
|
(179
|
)
|
|
—
|
|
Total
|
813
|
|
|
109
|
|
|
(69
|
)
|
|
(179
|
)
|
|
674
|
|
|
Stores Operating at
|
|
|
|
|
|
Stores Operating at
|
||||
|
January 28, 2017
|
|
Opened
|
|
Closed
|
|
February 3, 2018
|
||||
Victoria’s Secret Beauty & Accessories
|
391
|
|
|
34
|
|
|
(28
|
)
|
|
397
|
|
Victoria's Secret
|
28
|
|
|
9
|
|
|
—
|
|
|
37
|
|
Bath & Body Works
|
159
|
|
|
28
|
|
|
(2
|
)
|
|
185
|
|
La Senza
|
203
|
|
|
4
|
|
|
(13
|
)
|
|
194
|
|
Total
|
781
|
|
|
75
|
|
|
(43
|
)
|
|
813
|
|
|
Stores Operating at
|
|
|
|
|
|
|
|
Stores Operating at
|
|||||
|
January 30, 2016
|
|
Opened
|
|
Closed
|
|
Transferred (a)
|
|
January 28, 2017
|
|||||
Victoria’s Secret Beauty & Accessories
|
373
|
|
|
56
|
|
|
(12
|
)
|
|
(26
|
)
|
|
391
|
|
Victoria's Secret
|
19
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
28
|
|
Bath & Body Works
|
125
|
|
|
36
|
|
|
(2
|
)
|
|
—
|
|
|
159
|
|
La Senza
|
221
|
|
|
6
|
|
|
(24
|
)
|
|
—
|
|
|
203
|
|
Total
|
738
|
|
|
107
|
|
|
(38
|
)
|
|
(26
|
)
|
|
781
|
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
462
|
|
|
$
|
932
|
|
|
6.3
|
%
|
|
12.6
|
%
|
Bath & Body Works
|
1,077
|
|
|
953
|
|
|
23.3
|
%
|
|
23.0
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
(37
|
)
|
|
5
|
|
|
(6.2
|
%)
|
|
1.0
|
%
|
||
Other (a)
|
(265
|
)
|
|
(162
|
)
|
|
(42.5
|
%)
|
|
(27.1
|
%)
|
||
Total Operating Income
|
$
|
1,237
|
|
|
$
|
1,728
|
|
|
9.3
|
%
|
|
13.7
|
%
|
(a)
|
Includes Mast Global, Henri Bendel, Corporate and La Senza results prior to January 6, 2019.
|
|
2018
|
|
2017
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
$
|
5,628
|
|
|
$
|
5,879
|
|
|
(4
|
%)
|
Victoria’s Secret Direct
|
1,747
|
|
|
1,508
|
|
|
16
|
%
|
||
Total Victoria’s Secret
|
7,375
|
|
|
7,387
|
|
|
—
|
%
|
||
Bath & Body Works Stores (a)
|
3,907
|
|
|
3,589
|
|
|
9
|
%
|
||
Bath & Body Works Direct
|
724
|
|
|
559
|
|
|
30
|
%
|
||
Total Bath & Body Works
|
4,631
|
|
|
4,148
|
|
|
12
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
605
|
|
|
502
|
|
|
20
|
%
|
||
Other (b)
|
626
|
|
|
595
|
|
|
5
|
%
|
||
Total Net Sales
|
$
|
13,237
|
|
|
$
|
12,632
|
|
|
5
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
Includes Mast Global, Henri Bendel and La Senza results prior to January 6, 2019.
|
|
Victoria’s
Secret
|
|
Bath &
Body Works
|
|
Victoria’s Secret
and
Bath & Body
Works
International
|
|
Other
|
|
Total
|
||||||||||
|
|
||||||||||||||||||
2017 Net Sales
|
$
|
7,387
|
|
|
$
|
4,148
|
|
|
$
|
502
|
|
|
$
|
595
|
|
|
$
|
12,632
|
|
Comparable Store Sales
|
(318
|
)
|
|
256
|
|
|
(31
|
)
|
|
6
|
|
|
(87
|
)
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
(58
|
)
|
|
67
|
|
|
93
|
|
|
(25
|
)
|
|
77
|
|
|||||
Foreign Currency Translation
|
(4
|
)
|
|
(5
|
)
|
|
2
|
|
|
(3
|
)
|
|
(10
|
)
|
|||||
Direct Channels
|
181
|
|
|
165
|
|
|
28
|
|
|
13
|
|
|
387
|
|
|||||
Private Label Credit Card
|
187
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|||||
International Wholesale, Royalty and Other
|
—
|
|
|
—
|
|
|
11
|
|
|
40
|
|
|
51
|
|
|||||
2018 Net Sales
|
$
|
7,375
|
|
|
$
|
4,631
|
|
|
$
|
605
|
|
|
$
|
626
|
|
|
$
|
13,237
|
|
(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. The percentage change in comparable sales is calculated on a comparable calendar period as opposed to a fiscal basis. Therefore, the percentage change in comparable sales for 2018 was calculated on a 52-to-52-week basis, and the percentage change in comparable sales for 2017 was calculated on a 53-to-53-week basis. 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.
|
|
2018
|
|
2017
|
||||
Average daily borrowings (in millions)
|
$
|
5,853
|
|
|
$
|
5,827
|
|
Average borrowing rate (in percentages)
|
6.6
|
%
|
|
7.0
|
%
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
301
|
|
|
$
|
457
|
|
|
11.9
|
%
|
|
17.1
|
%
|
Bath & Body Works
|
607
|
|
|
557
|
|
|
31.1
|
%
|
|
31.0
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
19
|
|
|
4
|
|
|
9.8
|
%
|
|
2.3
|
%
|
||
Other (a)
|
(127
|
)
|
|
(31
|
)
|
|
(71.0
|
%)
|
|
(16.1
|
%)
|
||
Total Operating Income
|
$
|
800
|
|
|
$
|
987
|
|
|
16.5
|
%
|
|
20.5
|
%
|
(a)
|
Includes Mast Global, Henri Bendel, Corporate and La Senza results prior to January 6, 2019.
|
Fourth Quarter
|
|
2018
|
|
2017
|
|
% Change
|
|||||
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
|
$
|
1,849
|
|
|
$
|
2,038
|
|
|
(9
|
%)
|
Victoria’s Secret Direct
|
|
683
|
|
|
631
|
|
|
8
|
%
|
||
Total Victoria’s Secret
|
|
2,532
|
|
|
2,669
|
|
|
(5
|
%)
|
||
Bath & Body Works Stores (a)
|
|
1,626
|
|
|
1,545
|
|
|
5
|
%
|
||
Bath & Body Works Direct
|
|
325
|
|
|
249
|
|
|
30
|
%
|
||
Total Bath & Body Works
|
|
1,951
|
|
|
1,794
|
|
|
9
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
|
190
|
|
|
170
|
|
|
12
|
%
|
||
Other (b)
|
|
179
|
|
|
190
|
|
|
(6
|
%)
|
||
Total Net Sales
|
|
$
|
4,852
|
|
|
$
|
4,823
|
|
|
1
|
%
|
(a)
|
Includes company-owned stores in the U.S. and Canada.
|
(b)
|
Includes Mast Global, Henri Bendel and La Senza results prior to January 6, 2019.
|
Fourth Quarter
|
|
Victoria’s
Secret
|
|
Bath & Body
Works
|
|
Victoria’s Secret
and
Bath & Body
Works
International
|
|
Other
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
2017 Net Sales
|
|
$
|
2,669
|
|
|
$
|
1,794
|
|
|
$
|
170
|
|
|
$
|
190
|
|
|
$
|
4,823
|
|
Comparable Store Sales
|
|
(135
|
)
|
|
109
|
|
|
(7
|
)
|
|
5
|
|
|
(28
|
)
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
(95
|
)
|
|
(23
|
)
|
|
23
|
|
|
(22
|
)
|
|
(117
|
)
|
|||||
Foreign Currency Translation
|
|
(4
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
(17
|
)
|
|||||
Direct Channels
|
|
29
|
|
|
76
|
|
|
7
|
|
|
6
|
|
|
118
|
|
|||||
Private Label Credit Card Income
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
International, Wholesale, Royalty and Other
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
5
|
|
|||||
2018 Net Sales
|
|
$
|
2,532
|
|
|
$
|
1,951
|
|
|
$
|
190
|
|
|
$
|
179
|
|
|
$
|
4,852
|
|
Fourth Quarter
|
|
2018
|
|
2017
|
||
Comparable Sales (Stores and Direct) (a)
|
|
|
|
|
||
Victoria's Secret (b)
|
|
(3
|
%)
|
|
(1
|
%)
|
Bath & Body Works (b)
|
|
12
|
%
|
|
6
|
%
|
Total Comparable Sales
|
|
3
|
%
|
|
2
|
%
|
|
|
|
|
|
||
Comparable Store Sales (a)
|
|
|
|
|
||
Victoria’s Secret (b)
|
|
(7
|
%)
|
|
(6
|
%)
|
Bath & Body Works (b)
|
|
8
|
%
|
|
4
|
%
|
Total Comparable Store Sales
|
|
(1
|
%)
|
|
(2
|
%)
|
(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. The percentage change in comparable sales are calculated on a comparable
|
(b)
|
Includes company-owned stores in the U.S. and Canada.
|
Fourth Quarter
|
|
2018
|
|
2017
|
||||
Average daily borrowings (in millions)
|
|
$
|
5,880
|
|
|
$
|
5,893
|
|
Average borrowing rate (in percentages)
|
|
6.4
|
%
|
|
6.9
|
%
|
|
|
|
|
|
Operating Income Rate
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
932
|
|
|
$
|
1,173
|
|
|
12.6
|
%
|
|
15.1
|
%
|
Bath & Body Works
|
953
|
|
|
907
|
|
|
23.0
|
%
|
|
23.6
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
5
|
|
|
40
|
|
|
1.0
|
%
|
|
9.4
|
%
|
||
Other (a)
|
(162
|
)
|
|
(117
|
)
|
|
(27.1
|
%)
|
|
(22.6
|
%)
|
||
Total Operating Income
|
$
|
1,728
|
|
|
$
|
2,003
|
|
|
13.7
|
%
|
|
15.9
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
$
|
5,879
|
|
|
$
|
6,199
|
|
|
(5
|
%)
|
Victoria’s Secret Direct
|
1,508
|
|
|
1,582
|
|
|
(5
|
%)
|
||
Total Victoria’s Secret
|
7,387
|
|
|
7,781
|
|
|
(5
|
%)
|
||
Bath & Body Works Stores (a)
|
3,589
|
|
|
3,400
|
|
|
6
|
%
|
||
Bath & Body Works Direct
|
559
|
|
|
452
|
|
|
24
|
%
|
||
Total Bath & Body Works
|
4,148
|
|
|
3,852
|
|
|
8
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
502
|
|
|
423
|
|
|
19
|
%
|
||
Other (b)
|
595
|
|
|
518
|
|
|
15
|
%
|
||
Total Net Sales
|
$
|
12,632
|
|
|
$
|
12,574
|
|
|
—
|
%
|
(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
|
||||||||||
|
|
||||||||||||||||||
2016 Net Sales
|
$
|
7,781
|
|
|
$
|
3,852
|
|
|
$
|
423
|
|
|
$
|
518
|
|
|
$
|
12,574
|
|
Comparable Store Sales
|
(472
|
)
|
|
73
|
|
|
(15
|
)
|
|
(7
|
)
|
|
(421
|
)
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
146
|
|
|
110
|
|
|
64
|
|
|
3
|
|
|
323
|
|
|||||
Foreign Currency Translation
|
6
|
|
|
6
|
|
|
(3
|
)
|
|
5
|
|
|
14
|
|
|||||
Direct Channels
|
(74
|
)
|
|
107
|
|
|
25
|
|
|
13
|
|
|
71
|
|
|||||
International Wholesale, Royalty and Other
|
—
|
|
|
—
|
|
|
8
|
|
|
63
|
|
|
71
|
|
|||||
2017 Net Sales
|
$
|
7,387
|
|
|
$
|
4,148
|
|
|
$
|
502
|
|
|
$
|
595
|
|
|
$
|
12,632
|
|
(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
|
(b)
|
Includes company-owned stores in the U.S. and Canada.
|
|
2017
|
|
2016
|
||||
Average daily borrowings (in millions)
|
$
|
5,827
|
|
|
$
|
5,827
|
|
Average borrowing rate (in percentages)
|
7.0
|
%
|
|
6.8
|
%
|
|
Fourth Quarter
|
|
Operating Income Rate
|
||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
|
|
|
|
||||||||
Victoria’s Secret
|
$
|
457
|
|
|
$
|
494
|
|
|
17.1
|
%
|
|
19.1
|
%
|
Bath & Body Works
|
557
|
|
|
502
|
|
|
31.0
|
%
|
|
31.0
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
4
|
|
|
10
|
|
|
2.3
|
%
|
|
8.3
|
%
|
||
Other (a)
|
(31
|
)
|
|
(18
|
)
|
|
(16.1
|
%)
|
|
(11.7
|
%)
|
||
Total Operating Income
|
$
|
987
|
|
|
$
|
988
|
|
|
20.5
|
%
|
|
22.0
|
%
|
(a)
|
Includes Mast Global, La Senza, Henri Bendel and Corporate.
|
Fourth Quarter
|
|
2017
|
|
2016
|
|
% Change
|
|||||
|
|
(in millions)
|
|
|
|||||||
Victoria’s Secret Stores (a)
|
|
$
|
2,038
|
|
|
$
|
2,063
|
|
|
(1
|
%)
|
Victoria’s Secret Direct
|
|
631
|
|
|
526
|
|
|
20
|
%
|
||
Total Victoria’s Secret
|
|
2,669
|
|
|
2,589
|
|
|
3
|
%
|
||
Bath & Body Works Stores (a)
|
|
1,545
|
|
|
1,422
|
|
|
9
|
%
|
||
Bath & Body Works Direct
|
|
249
|
|
|
198
|
|
|
26
|
%
|
||
Total Bath & Body Works
|
|
1,794
|
|
|
1,620
|
|
|
11
|
%
|
||
Victoria's Secret and Bath & Body Works International
|
|
170
|
|
|
124
|
|
|
37
|
%
|
||
Other (b)
|
|
190
|
|
|
156
|
|
|
21
|
%
|
||
Total Net Sales
|
|
$
|
4,823
|
|
|
$
|
4,489
|
|
|
7
|
%
|
(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)
|
||||||||||||||||||
2016 Net Sales
|
|
$
|
2,589
|
|
|
$
|
1,620
|
|
|
$
|
124
|
|
|
$
|
156
|
|
|
$
|
4,489
|
|
Comparable Store Sales
|
|
(116
|
)
|
|
52
|
|
|
(8
|
)
|
|
(2
|
)
|
|
(74
|
)
|
|||||
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net
|
|
87
|
|
|
66
|
|
|
24
|
|
|
3
|
|
|
180
|
|
|||||
Foreign Currency Translation
|
|
4
|
|
|
5
|
|
|
5
|
|
|
3
|
|
|
17
|
|
|||||
Direct Channels
|
|
105
|
|
|
51
|
|
|
14
|
|
|
6
|
|
|
176
|
|
|||||
International, Wholesale, Royalty and Other
|
|
—
|
|
|
—
|
|
|
11
|
|
|
24
|
|
|
35
|
|
|||||
2017 Net Sales
|
|
$
|
2,669
|
|
|
$
|
1,794
|
|
|
$
|
170
|
|
|
$
|
190
|
|
|
$
|
4,823
|
|
Fourth Quarter
|
|
2017
|
|
2016
|
||
Comparable Sales (Stores and Direct) (a)
|
|
|
|
|
||
Victoria's Secret (b)
|
|
(1
|
%)
|
|
(3
|
%)
|
Bath & Body Works (b)
|
|
6
|
%
|
|
5
|
%
|
Total Comparable Sales
|
|
2
|
%
|
|
—
|
%
|
|
|
|
|
|
||
Comparable Store Sales (a)
|
|
|
|
|
||
Victoria’s Secret (b)
|
|
(6
|
%)
|
|
(2
|
%)
|
Bath & Body Works (b)
|
|
4
|
%
|
|
2
|
%
|
Total Comparable Store Sales
|
|
(2
|
%)
|
|
—
|
%
|
(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. The percentage change in comparable sales are calculated on a comparable calendar period as opposed to a fiscal basis. Therefore, the percentage change in comparable sales for 2017 was
|
(b)
|
Includes company-owned stores in the U.S. and Canada.
|
Fourth Quarter
|
|
2017
|
|
2016
|
||||
Average daily borrowings (in millions)
|
|
$
|
5,893
|
|
|
$
|
5,779
|
|
Average borrowing rate (in percentages)
|
|
6.9
|
%
|
|
6.9
|
%
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Senior Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)
|
$
|
990
|
|
|
$
|
990
|
|
$956 million, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
952
|
|
|
994
|
|
||
$780 million, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
776
|
|
|
994
|
|
||
$700 million, 6.75% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)
|
693
|
|
|
693
|
|
||
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)
|
498
|
|
|
497
|
|
||
$500 million, 5.25% Fixed Interest Rate Notes due February 2028 (“2028 Notes”)
|
496
|
|
|
495
|
|
||
$338 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
337
|
|
|
398
|
|
||
$297 million, 6.694% Fixed Interest Rate Notes due January 2027 ("2027 Notes")
|
273
|
|
|
—
|
|
||
Secured Foreign Facilities
|
91
|
|
|
1
|
|
||
Total Senior Debt with Subsidiary Guarantee
|
$
|
5,106
|
|
|
$
|
5,062
|
|
Senior 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
|
|
||
Unsecured Foreign Facilities
|
60
|
|
|
87
|
|
||
Total Senior Debt
|
$
|
705
|
|
|
$
|
732
|
|
Total
|
$
|
5,811
|
|
|
$
|
5,794
|
|
Current Debt
|
(72
|
)
|
|
(87
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
5,739
|
|
|
$
|
5,707
|
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||
|
(in millions)
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
1,377
|
|
|
$
|
1,406
|
|
|
$
|
1,990
|
|
Capital Expenditures
|
629
|
|
|
707
|
|
|
990
|
|
|||
Working Capital
|
1,274
|
|
|
1,262
|
|
|
1,451
|
|
|||
Capitalization:
|
|
|
|
|
|
||||||
Long-term Debt
|
5,739
|
|
|
5,707
|
|
|
5,700
|
|
|||
Shareholders’ Equity (Deficit)
|
(869
|
)
|
|
(753
|
)
|
|
(729
|
)
|
|||
Total Capitalization
|
$
|
4,870
|
|
|
$
|
4,954
|
|
|
$
|
4,971
|
|
Remaining Amounts Available Under Credit Agreements (a)
|
$
|
991
|
|
|
$
|
991
|
|
|
$
|
992
|
|
(a)
|
Letters of credit issued reduce our remaining availability under the Secured Revolving Facility. We had outstanding letters of credit that reduce our remaining availability under the Secured Revolving Facility of
$9 million
as of
February 2, 2019
and
February 3, 2018
, and $8 million as of
January 28, 2017
.
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
|||
Debt-to-capitalization Ratio (a)
|
118
|
%
|
|
115
|
%
|
|
115
|
%
|
Cash Flow to Capital Investment
|
219
|
%
|
|
199
|
%
|
|
201
|
%
|
(a)
|
Long-term debt divided by total capitalization.
|
|
Moody’s
|
|
S&P
|
Corporate
|
Ba1
|
|
BB
|
Senior Unsecured Debt with Subsidiary Guarantee
|
Ba1
|
|
BB
|
Senior Unsecured Debt
|
Ba2
|
|
B+
|
Outlook
|
Stable
|
|
Negative
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
|||||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
March 2018
|
|
$
|
250
|
|
|
4,852
|
|
|
NA
|
|
|
NA
|
|
|
$
|
171
|
|
|
NA
|
|
|
NA
|
|
|
$
|
35.29
|
|
||
September 2017
|
|
250
|
|
|
527
|
|
|
3,858
|
|
|
NA
|
|
|
25
|
|
|
$
|
202
|
|
|
NA
|
|
|
$
|
51.72
|
|
|||
February 2017
|
|
250
|
|
|
NA
|
|
|
5,500
|
|
|
NA
|
|
|
NA
|
|
|
240
|
|
|
NA
|
|
|
$
|
43.57
|
|
||||
February 2016
|
|
500
|
|
|
NA
|
|
|
51
|
|
|
5,719
|
|
|
NA
|
|
|
3
|
|
|
$
|
438
|
|
|
$
|
76.47
|
|
|||
Total
|
|
|
|
5,379
|
|
|
9,409
|
|
|
5,719
|
|
|
$
|
196
|
|
|
$
|
445
|
|
|
$
|
438
|
|
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
(per share)
|
|
(in millions)
|
||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
166
|
|
Third Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
165
|
|
||||
Second Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
167
|
|
||||
First Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
168
|
|
||||
2018 Total
|
$
|
2.40
|
|
|
$
|
—
|
|
|
$
|
2.40
|
|
|
$
|
666
|
|
2017
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
170
|
|
Third Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
172
|
|
||||
Second Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
172
|
|
||||
First Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
172
|
|
||||
2017 Total
|
$
|
2.40
|
|
|
$
|
—
|
|
|
$
|
2.40
|
|
|
$
|
686
|
|
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
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Cash and Cash Equivalents, Beginning of Year
|
$
|
1,515
|
|
|
$
|
1,934
|
|
|
$
|
2,548
|
|
Net Cash Flows Provided by Operating Activities
|
1,377
|
|
|
1,406
|
|
|
1,990
|
|
|||
Net Cash Flows Used for Investing Activities
|
(609
|
)
|
|
(698
|
)
|
|
(833
|
)
|
|||
Net Cash Flows Used for Financing Activities
|
(872
|
)
|
|
(1,127
|
)
|
|
(1,765
|
)
|
|||
Effects of Exchange Rate Changes on Cash
|
2
|
|
|
—
|
|
|
(6
|
)
|
|||
Net Decrease in Cash and Cash Equivalents
|
(102
|
)
|
|
(419
|
)
|
|
(614
|
)
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
1,413
|
|
|
$
|
1,515
|
|
|
$
|
1,934
|
|
|
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)
|
$
|
9,532
|
|
|
$
|
439
|
|
|
$
|
1,793
|
|
|
$
|
2,020
|
|
|
$
|
5,280
|
|
|
$
|
—
|
|
Operating Lease Obligations (b)
|
4,808
|
|
|
698
|
|
|
1,306
|
|
|
1,066
|
|
|
1,738
|
|
|
—
|
|
||||||
Purchase Obligations (c)
|
1,165
|
|
|
1,110
|
|
|
48
|
|
|
5
|
|
|
2
|
|
|
—
|
|
||||||
Other Liabilities (d)
|
462
|
|
|
92
|
|
|
14
|
|
|
5
|
|
|
31
|
|
|
320
|
|
||||||
Total
|
$
|
15,967
|
|
|
$
|
2,339
|
|
|
$
|
3,161
|
|
|
$
|
3,096
|
|
|
$
|
7,051
|
|
|
$
|
320
|
|
(a)
|
Long-term debt obligations relate to our principal and interest payments for outstanding notes and debentures. Interest payments have been estimated based on the coupon rate for fixed rate obligations. Interest obligations exclude amounts which have been accrued through
February 2, 2019
. For additional information, see Note
13
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
17
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
$278 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. Other liabilities also include future estimated payments associated with unrecognized tax benefits. The “Less Than 1 Year” category includes
$84 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 $42 million is included in the “Other” category as it is not reasonably possible that the amounts could change in the next 12 months. In addition, we have a remaining liability of $31 million related to the deemed repatriation tax on our undistributed foreign earnings resulting from the Tax Cuts and Jobs Act. The tax liability will be paid over the next seven years. For additional information, see Note
12
to the Consolidated Financial Statements in Item
8
. Financial Statements and Supplementary Data.
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
|
(in millions)
|
||||||
Long-term Debt:
|
|
|
|
||||
Principal Value
|
$
|
5,722
|
|
|
$
|
5,750
|
|
Fair Value, Estimated (a)
|
5,340
|
|
|
5,943
|
|
||
Foreign Currency Cash Flow Hedges (b)
|
(2
|
)
|
|
9
|
|
(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 liability (asset) position.
|
|
Page No.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
$
|
13,237
|
|
|
$
|
12,632
|
|
|
$
|
12,574
|
|
Costs of Goods Sold, Buying and Occupancy
|
(8,338
|
)
|
|
(7,673
|
)
|
|
(7,449
|
)
|
|||
Gross Profit
|
4,899
|
|
|
4,959
|
|
|
5,125
|
|
|||
General, Administrative and Store Operating Expenses
|
(3,563
|
)
|
|
(3,231
|
)
|
|
(3,122
|
)
|
|||
Loss on Divestiture of La Senza
|
(99
|
)
|
|
—
|
|
|
—
|
|
|||
Operating Income
|
1,237
|
|
|
1,728
|
|
|
2,003
|
|
|||
Interest Expense
|
(385
|
)
|
|
(406
|
)
|
|
(394
|
)
|
|||
Other Income (Loss)
|
5
|
|
|
(10
|
)
|
|
87
|
|
|||
Income Before Income Taxes
|
857
|
|
|
1,312
|
|
|
1,696
|
|
|||
Provision for Income Taxes
|
213
|
|
|
329
|
|
|
538
|
|
|||
Net Income
|
$
|
644
|
|
|
$
|
983
|
|
|
$
|
1,158
|
|
Net Income Per Basic Share
|
$
|
2.33
|
|
|
$
|
3.46
|
|
|
$
|
4.04
|
|
Net Income Per Diluted Share
|
$
|
2.31
|
|
|
$
|
3.42
|
|
|
$
|
3.98
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income
|
$
|
644
|
|
|
$
|
983
|
|
|
$
|
1,158
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
||||||
Foreign Currency Translation
|
(20
|
)
|
|
23
|
|
|
(19
|
)
|
|||
Reclassification of Foreign Currency Translation to Earnings
|
45
|
|
|
—
|
|
|
—
|
|
|||
Unrealized Gain (Loss) on Cash Flow Hedges
|
10
|
|
|
(20
|
)
|
|
(8
|
)
|
|||
Reclassification of Cash Flow Hedges to Earnings
|
2
|
|
|
7
|
|
|
7
|
|
|||
Unrealized Gain (Loss) on Marketable Securities
|
—
|
|
|
2
|
|
|
(5
|
)
|
|||
Reclassification of Gain on Marketable Securities to Earnings
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Total Other Comprehensive Income (Loss), Net of Tax
|
37
|
|
|
12
|
|
|
(28
|
)
|
|||
Total Comprehensive Income
|
$
|
681
|
|
|
$
|
995
|
|
|
$
|
1,130
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
1,413
|
|
|
$
|
1,515
|
|
Accounts Receivable, Net
|
367
|
|
|
310
|
|
||
Inventories
|
1,248
|
|
|
1,240
|
|
||
Other
|
232
|
|
|
228
|
|
||
Total Current Assets
|
3,260
|
|
|
3,293
|
|
||
Property and Equipment, Net
|
2,818
|
|
|
2,893
|
|
||
Goodwill
|
1,348
|
|
|
1,348
|
|
||
Trade Names
|
411
|
|
|
411
|
|
||
Deferred Income Taxes
|
62
|
|
|
14
|
|
||
Other Assets
|
191
|
|
|
190
|
|
||
Total Assets
|
$
|
8,090
|
|
|
$
|
8,149
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts Payable
|
$
|
711
|
|
|
$
|
717
|
|
Accrued Expenses and Other
|
1,082
|
|
|
1,029
|
|
||
Current Debt
|
72
|
|
|
87
|
|
||
Income Taxes
|
121
|
|
|
198
|
|
||
Total Current Liabilities
|
1,986
|
|
|
2,031
|
|
||
Deferred Income Taxes
|
226
|
|
|
238
|
|
||
Long-term Debt
|
5,739
|
|
|
5,707
|
|
||
Other Long-term Liabilities
|
1,004
|
|
|
924
|
|
||
Shareholders’ Equity (Deficit):
|
|
|
|
||||
Preferred Stock—$1.00 par value; 10 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common Stock—$0.50 par value; 1,000 shares authorized; 283 and 283 shares issued; 275 and 280 shares outstanding, respectively
|
141
|
|
|
141
|
|
||
Paid-in Capital
|
771
|
|
|
678
|
|
||
Accumulated Other Comprehensive Income
|
59
|
|
|
24
|
|
||
Retained Earnings (Deficit)
|
(1,482
|
)
|
|
(1,434
|
)
|
||
Less: Treasury Stock, at Average Cost; 8 and 3 shares, respectively
|
(358
|
)
|
|
(162
|
)
|
||
Total L Brands, Inc. Shareholders’ Equity (Deficit)
|
(869
|
)
|
|
(753
|
)
|
||
Noncontrolling Interest
|
4
|
|
|
2
|
|
||
Total Equity (Deficit)
|
(865
|
)
|
|
(751
|
)
|
||
Total Liabilities and Equity (Deficit)
|
$
|
8,090
|
|
|
$
|
8,149
|
|
|
Common Stock
|
|
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Treasury
Stock, at
Average
Cost
|
|
Noncontrolling Interest
|
|
Total Equity (Deficit)
|
|||||||||||||||||
Shares
Outstanding
|
|
Par
Value
|
|
|
||||||||||||||||||||||||||
Balance, January 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
|
)
|
|||||||
Share-based Compensation and Other
|
2
|
|
|
1
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
107
|
|
|||||||
Balance, January 28, 2017
|
286
|
|
|
$
|
157
|
|
|
$
|
650
|
|
|
$
|
12
|
|
|
$
|
205
|
|
|
$
|
(1,753
|
)
|
|
$
|
2
|
|
|
$
|
(727
|
)
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
983
|
|
|||||||
Other Comprehensive Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
995
|
|
|||||||
Cash Dividends ($2.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(686
|
)
|
|
—
|
|
|
—
|
|
|
(686
|
)
|
|||||||
Repurchase of Common Stock
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(445
|
)
|
|
—
|
|
|
(445
|
)
|
|||||||
Treasury Share Retirement
|
—
|
|
|
(18
|
)
|
|
(82
|
)
|
|
—
|
|
|
(1,936
|
)
|
|
2,036
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based Compensation and Other
|
3
|
|
|
2
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|||||||
Balance, February 3, 2018
|
280
|
|
|
$
|
141
|
|
|
$
|
678
|
|
|
$
|
24
|
|
|
$
|
(1,434
|
)
|
|
$
|
(162
|
)
|
|
$
|
2
|
|
|
$
|
(751
|
)
|
Cumulative Effect of Accounting Changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||||
Balance, February 4, 2018
|
280
|
|
|
141
|
|
|
678
|
|
|
22
|
|
|
(1,460
|
)
|
|
(162
|
)
|
|
2
|
|
|
(779
|
)
|
|||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
644
|
|
|
—
|
|
|
—
|
|
|
644
|
|
|||||||
Other Comprehensive Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
Total Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
644
|
|
|
—
|
|
|
—
|
|
|
681
|
|
|||||||
Cash Dividends ($2.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
|||||||
Repurchase of Common Stock
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
|
—
|
|
|
(196
|
)
|
|||||||
Share-based Compensation and Other
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
95
|
|
|||||||
Balance, February 2, 2019
|
275
|
|
|
$
|
141
|
|
|
$
|
771
|
|
|
$
|
59
|
|
|
$
|
(1,482
|
)
|
|
$
|
(358
|
)
|
|
$
|
4
|
|
|
$
|
(865
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net Income
|
$
|
644
|
|
|
$
|
983
|
|
|
$
|
1,158
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
|
|
|
|
|
|
||||||
Depreciation of Long-lived Assets
|
590
|
|
|
571
|
|
|
518
|
|
|||
Amortization of Landlord Allowances
|
(43
|
)
|
|
(47
|
)
|
|
(46
|
)
|
|||
Long-lived Store Asset Impairment Charges
|
101
|
|
|
—
|
|
|
—
|
|
|||
Loss on Divestiture of La Senza
|
99
|
|
|
—
|
|
|
—
|
|
|||
Deferred Income Taxes
|
(52
|
)
|
|
(108
|
)
|
|
110
|
|
|||
Share-based Compensation Expense
|
97
|
|
|
102
|
|
|
96
|
|
|||
Gains on Distributions from Easton Investments
|
(8
|
)
|
|
(20
|
)
|
|
(112
|
)
|
|||
Unrealized Losses on Marketable Equity Securities
|
6
|
|
|
—
|
|
|
—
|
|
|||
Loss on Extinguishment of Debt
|
—
|
|
|
45
|
|
|
36
|
|
|||
Gain on Sale of Marketable Equity Securities
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||
Changes in Assets and Liabilities, Net of Assets and Liabilities related to Divestiture and Acquisition:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(63
|
)
|
|
(13
|
)
|
|
(44
|
)
|
|||
Inventories
|
(40
|
)
|
|
(137
|
)
|
|
30
|
|
|||
Accounts Payable, Accrued Expenses and Other
|
29
|
|
|
50
|
|
|
31
|
|
|||
Income Taxes Payable
|
(113
|
)
|
|
(40
|
)
|
|
117
|
|
|||
Other Assets and Liabilities
|
130
|
|
|
20
|
|
|
100
|
|
|||
Net Cash Provided by Operating Activities
|
1,377
|
|
|
1,406
|
|
|
1,990
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital Expenditures
|
(629
|
)
|
|
(707
|
)
|
|
(990
|
)
|
|||
Return of Capital from Easton Investments
|
16
|
|
|
29
|
|
|
119
|
|
|||
Purchase of Marketable Securities
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
53
|
|
|||
Proceeds from Sale of Marketable Equity Securities
|
—
|
|
|
—
|
|
|
10
|
|
|||
Acquisition, Net of Cash Acquired of $1
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||
Other Investing Activities
|
4
|
|
|
(10
|
)
|
|
8
|
|
|||
Net Cash Used for Investing Activities
|
(609
|
)
|
|
(698
|
)
|
|
(833
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs
|
—
|
|
|
495
|
|
|
692
|
|
|||
Payment of Long-term Debt
|
(52
|
)
|
|
(540
|
)
|
|
(742
|
)
|
|||
Borrowings from Secured Revolving Facility
|
92
|
|
|
—
|
|
|
—
|
|
|||
Repayments of Secured Revolving Facility
|
(92
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings from Foreign Facilities
|
172
|
|
|
96
|
|
|
35
|
|
|||
Repayments of Foreign Facilities
|
(109
|
)
|
|
(44
|
)
|
|
(6
|
)
|
|||
Dividends Paid
|
(666
|
)
|
|
(686
|
)
|
|
(1,268
|
)
|
|||
Repurchases of Common Stock
|
(198
|
)
|
|
(446
|
)
|
|
(435
|
)
|
|||
Tax Payments related to Share-based Awards
|
(13
|
)
|
|
(32
|
)
|
|
(58
|
)
|
|||
Proceeds from Exercise of Stock Options
|
1
|
|
|
38
|
|
|
20
|
|
|||
Financing Costs and Other
|
(7
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|||
Net Cash Used for Financing Activities
|
(872
|
)
|
|
(1,127
|
)
|
|
(1,765
|
)
|
|||
Effects of Exchange Rate Changes on Cash
|
2
|
|
|
—
|
|
|
(6
|
)
|
|||
Net Decrease in Cash and Cash Equivalents
|
(102
|
)
|
|
(419
|
)
|
|
(614
|
)
|
|||
Cash and Cash Equivalents, Beginning of Year
|
1,515
|
|
|
1,934
|
|
|
2,548
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
1,413
|
|
|
$
|
1,515
|
|
|
$
|
1,934
|
|
•
|
Victoria’s Secret
|
•
|
PINK
|
•
|
Bath & Body Works
|
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.
|
|
2018
|
|
2017 (a)(b)
|
|
2016 (a)
|
||||||
|
(in millions)
|
||||||||||
Victoria’s Secret Stores (c)
|
$
|
5,628
|
|
|
$
|
5,879
|
|
|
$
|
6,199
|
|
Victoria’s Secret Direct
|
1,747
|
|
|
1,508
|
|
|
1,582
|
|
|||
Victoria’s Secret North America
|
7,375
|
|
|
7,387
|
|
|
7,781
|
|
|||
Bath & Body Works Stores (c)
|
3,907
|
|
|
3,589
|
|
|
3,400
|
|
|||
Bath & Body Works Direct
|
724
|
|
|
559
|
|
|
452
|
|
|||
Bath & Body Works North America
|
4,631
|
|
|
4,148
|
|
|
3,852
|
|
|||
Victoria's Secret and Bath & Body Works International (d)
|
605
|
|
|
502
|
|
|
423
|
|
|||
Other (e)
|
626
|
|
|
595
|
|
|
518
|
|
|||
Total Net Sales
|
$
|
13,237
|
|
|
$
|
12,632
|
|
|
$
|
12,574
|
|
(a)
|
2017 and 2016 amounts have not been adjusted under the modified retrospective approach.
|
(b)
|
2017 represents a 53-week fiscal year.
|
(c)
|
Includes company-owned stores in the U.S. and Canada.
|
(d)
|
Includes company-owned stores in the U.K., Ireland and Greater China, direct sales in Greater China and wholesale sales, royalties and other fees associated with non-company owned stores.
|
(e)
|
Includes wholesale revenues from the Company's sourcing function, Henri Bendel store and direct sales, and La Senza store and direct sales prior to January 6, 2019.
|
|
2018
|
|
2017 (a)
|
|
2016
|
|||
|
(in millions)
|
|||||||
Weighted-average Common Shares:
|
|
|
|
|
|
|||
Issued Shares
|
283
|
|
|
308
|
|
|
314
|
|
Treasury Shares
|
(7
|
)
|
|
(24
|
)
|
|
(27
|
)
|
Basic Shares
|
276
|
|
|
284
|
|
|
287
|
|
Effect of Dilutive Options and Restricted Stock
|
3
|
|
|
3
|
|
|
4
|
|
Diluted Shares
|
279
|
|
|
287
|
|
|
291
|
|
Anti-dilutive Options and Awards (b)
|
5
|
|
|
4
|
|
|
2
|
|
(a)
|
In November 2017, the Company retired
36 million
shares of its Treasury Stock.
|
(b)
|
These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Finished Goods Merchandise
|
$
|
1,107
|
|
|
$
|
1,121
|
|
Raw Materials and Merchandise Components
|
141
|
|
|
119
|
|
||
Total Inventories
|
$
|
1,248
|
|
|
$
|
1,240
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Land and Improvements
|
$
|
116
|
|
|
$
|
116
|
|
Buildings and Improvements
|
492
|
|
|
484
|
|
||
Furniture, Fixtures, Software and Equipment
|
3,725
|
|
|
3,757
|
|
||
Leasehold Improvements
|
2,277
|
|
|
2,251
|
|
||
Construction in Progress
|
123
|
|
|
79
|
|
||
Total
|
6,733
|
|
|
6,687
|
|
||
Accumulated Depreciation and Amortization
|
(3,915
|
)
|
|
(3,794
|
)
|
||
Property and Equipment, Net
|
$
|
2,818
|
|
|
$
|
2,893
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
|
(in millions)
|
||||||
Victoria's Secret
|
$
|
690
|
|
|
$
|
690
|
|
Bath & Body Works
|
628
|
|
|
628
|
|
||
Victoria's Secret and Bath & Body Works International
|
30
|
|
|
30
|
|
||
Goodwill
|
$
|
1,348
|
|
|
$
|
1,348
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
|
(in millions)
|
||||||
Victoria's Secret
|
$
|
246
|
|
|
$
|
246
|
|
Bath & Body Works
|
165
|
|
|
165
|
|
||
Trade Names
|
$
|
411
|
|
|
$
|
411
|
|
|
February 2,
2019 |
|
February 3, 2018
|
||||
|
(in millions)
|
||||||
Deferred Revenue, Principally from Gift Card Sales (a)
|
$
|
316
|
|
|
$
|
267
|
|
Compensation, Payroll Taxes and Benefits
|
215
|
|
|
196
|
|
||
Taxes, Other than Income
|
78
|
|
|
102
|
|
||
Interest
|
92
|
|
|
101
|
|
||
Rent
|
39
|
|
|
43
|
|
||
Accrued Claims on Self-insured Activities
|
45
|
|
|
37
|
|
||
Returns Reserve (a)
|
27
|
|
|
20
|
|
||
Other
|
270
|
|
|
263
|
|
||
Total Accrued Expenses and Other
|
$
|
1,082
|
|
|
$
|
1,029
|
|
(a)
|
The Company adopted ASC 606,
Revenue from Contracts with Customers
, under the modified retrospective approach. As such, balances as of
February 3, 2018
have not been adjusted.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
212
|
|
|
$
|
366
|
|
|
$
|
345
|
|
U.S. State
|
37
|
|
|
49
|
|
|
62
|
|
|||
Non-U.S.
|
16
|
|
|
22
|
|
|
21
|
|
|||
Total
|
265
|
|
|
437
|
|
|
428
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
(4
|
)
|
|
(114
|
)
|
|
99
|
|
|||
U.S. State
|
2
|
|
|
6
|
|
|
8
|
|
|||
Non-U.S.
|
(50
|
)
|
|
—
|
|
|
3
|
|
|||
Total
|
(52
|
)
|
|
(108
|
)
|
|
110
|
|
|||
Provision for Income Taxes
|
$
|
213
|
|
|
$
|
329
|
|
|
$
|
538
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal Income Tax Rate
|
21.0
|
%
|
|
33.7
|
%
|
|
35.0
|
%
|
State Income Taxes, Net of Federal Income Tax Effect
|
6.0
|
%
|
|
3.6
|
%
|
|
3.4
|
%
|
Impact of Non-U.S. Operations
|
0.8
|
%
|
|
(1.5
|
%)
|
|
(1.2
|
%)
|
Divestiture of La Senza
|
(2.7
|
%)
|
|
—
|
%
|
|
—
|
%
|
U.S. Net Deferred Tax Liability Remeasurement
|
—
|
%
|
|
(12.1
|
%)
|
|
—
|
%
|
Deemed Mandatory Repatriation
|
—
|
%
|
|
5.1
|
%
|
|
—
|
%
|
Share-Based Compensation
|
1.0
|
%
|
|
(1.0
|
%)
|
|
—
|
%
|
Uncertain Tax Positions
|
(0.5
|
%)
|
|
(1.2
|
%)
|
|
(4.1
|
%)
|
Other Items, Net
|
(0.7
|
%)
|
|
(1.5
|
%)
|
|
(1.4
|
%)
|
Effective Tax Rate
|
24.9
|
%
|
|
25.1
|
%
|
|
31.7
|
%
|
|
February 2, 2019
|
|
February 3, 2018
|
||||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Total
|
|
Assets
|
|
Liabilities
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Operating Loss Carryforwards
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
217
|
|
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
202
|
|
Non-qualified Retirement Plan
|
64
|
|
|
—
|
|
|
64
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||||
Leases
|
50
|
|
|
—
|
|
|
50
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||||
Share-based Compensation
|
47
|
|
|
—
|
|
|
47
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||||
Deferred Revenue
|
28
|
|
|
—
|
|
|
28
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||||
Property and Equipment
|
—
|
|
|
(278
|
)
|
|
(278
|
)
|
|
—
|
|
|
(266
|
)
|
|
(266
|
)
|
||||||
Trade Names and Other Intangibles
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|
—
|
|
|
(91
|
)
|
|
(91
|
)
|
||||||
Other Assets
|
—
|
|
|
(60
|
)
|
|
(60
|
)
|
|
—
|
|
|
(60
|
)
|
|
(60
|
)
|
||||||
Other, Net
|
60
|
|
|
(27
|
)
|
|
33
|
|
|
57
|
|
|
(24
|
)
|
|
33
|
|
||||||
Valuation Allowance
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
|
(212
|
)
|
|
—
|
|
|
(212
|
)
|
||||||
Total Deferred Income Taxes
|
$
|
294
|
|
|
$
|
(458
|
)
|
|
$
|
(164
|
)
|
|
$
|
217
|
|
|
$
|
(441
|
)
|
|
$
|
(224
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year
|
$
|
67
|
|
|
$
|
90
|
|
|
$
|
248
|
|
Increases to Unrecognized Tax Benefits for Prior Years
|
35
|
|
|
3
|
|
|
3
|
|
|||
Decreases to Unrecognized Tax Benefits for Prior Years
|
(25
|
)
|
|
(22
|
)
|
|
(73
|
)
|
|||
Increases to Unrecognized Tax Benefits as a Result of Current Year Activity
|
44
|
|
|
7
|
|
|
18
|
|
|||
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities
|
—
|
|
|
(2
|
)
|
|
(98
|
)
|
|||
Decreases to Unrecognized Tax Benefits as a Result of a Lapse of the Applicable Statute of Limitations
|
(7
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|||
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year
|
$
|
114
|
|
|
$
|
67
|
|
|
$
|
90
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Senior Debt with Subsidiary Guarantee
|
|
|
|
||||
$1 billion, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)
|
$
|
990
|
|
|
$
|
990
|
|
$956 million, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)
|
952
|
|
|
994
|
|
||
$780 million, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)
|
776
|
|
|
994
|
|
||
$700 million, 6.75% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)
|
693
|
|
|
693
|
|
||
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)
|
498
|
|
|
497
|
|
||
$500 million, 5.25% Fixed Interest Rate Notes due February 2028 (“2028 Notes”)
|
496
|
|
|
495
|
|
||
$338 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)
|
337
|
|
|
398
|
|
||
$297 million, 6.694% Fixed Interest Rate Notes due January 2027 ("2027 Notes")
|
273
|
|
|
—
|
|
||
Secured Foreign Facilities
|
91
|
|
|
1
|
|
||
Total Senior Debt with Subsidiary Guarantee
|
$
|
5,106
|
|
|
$
|
5,062
|
|
Senior 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
|
|
||
Unsecured Foreign Facilities
|
60
|
|
|
87
|
|
||
Total Senior Debt
|
$
|
705
|
|
|
$
|
732
|
|
Total
|
$
|
5,811
|
|
|
$
|
5,794
|
|
Current Debt
|
(72
|
)
|
|
(87
|
)
|
||
Total Long-term Debt, Net of Current Portion
|
$
|
5,739
|
|
|
$
|
5,707
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Notional Amount
|
$
|
147
|
|
|
$
|
217
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Other Current Assets
|
$
|
2
|
|
|
$
|
—
|
|
Accrued Expenses and Other
|
—
|
|
|
8
|
|
||
Other Long-term Liabilities
|
—
|
|
|
1
|
|
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Gain (Loss) Recognized in Accumulated Other Comprehensive Income
|
$
|
11
|
|
|
$
|
(21
|
)
|
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income into Costs of Goods Sold, Buying and Occupancy Expense (a)
|
2
|
|
|
(1
|
)
|
||
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income into Other Income (Loss) (b)
|
—
|
|
|
8
|
|
(a)
|
Represents reclassification of amounts from accumulated other comprehensive income 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 to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loan.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
As of February 2, 2019
|
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
1,413
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,413
|
|
Marketable Equity Securities
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Foreign Currency Cash Flow Hedges
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
As of February 3, 2018
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
1,515
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,515
|
|
Marketable Equity Securities
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||
Foreign Currency Cash Flow Hedges
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Principal Value
|
$
|
5,722
|
|
|
$
|
5,750
|
|
Fair Value (a)
|
5,340
|
|
|
5,943
|
|
(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 820,
Fair Value Measurement
. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Marketable Equity Securities
|
|
Accumulated Other Comprehensive Income
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of February 3, 2018
|
$
|
32
|
|
|
$
|
(10
|
)
|
|
$
|
2
|
|
|
$
|
24
|
|
Amount reclassified to Retained Earnings upon adoption of ASC 321
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Balance as of February 4, 2018
|
32
|
|
|
(10
|
)
|
|
—
|
|
|
22
|
|
||||
Other Comprehensive Income (Loss) Before Reclassifications
|
(20
|
)
|
|
11
|
|
|
—
|
|
|
(9
|
)
|
||||
Amounts Reclassified from Accumulated Other Comprehensive Income
|
45
|
|
|
2
|
|
|
—
|
|
|
47
|
|
||||
Tax Effect
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Current-period Other Comprehensive Income
|
25
|
|
|
12
|
|
|
—
|
|
|
37
|
|
||||
Balance as of February 2, 2019
|
$
|
57
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
Foreign Currency Translation
|
|
Cash Flow Hedges
|
|
Marketable Equity Securities
|
|
Accumulated Other Comprehensive Income
|
||||||||
|
(in millions)
|
||||||||||||||
Balance as of January 28, 2017
|
$
|
9
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Other Comprehensive Income (Loss) Before Reclassifications
|
23
|
|
|
(21
|
)
|
|
2
|
|
|
4
|
|
||||
Amounts Reclassified from Accumulated Other Comprehensive Income
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Tax Effect
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Current-period Other Comprehensive Income (Loss)
|
23
|
|
|
(13
|
)
|
|
2
|
|
|
12
|
|
||||
Balance as of February 3, 2018
|
$
|
32
|
|
|
$
|
(10
|
)
|
|
$
|
2
|
|
|
$
|
24
|
|
Location on Consolidated Statements of Income
|
|
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in millions)
|
||||||
Costs of Goods Sold, Buying and Occupancy
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
Other Income (Loss)
|
|
—
|
|
|
8
|
|
||
Provision for Income Taxes
|
|
—
|
|
|
—
|
|
||
Net Income
|
|
$
|
2
|
|
|
$
|
7
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Store Rent:
|
|
|
|
|
|
||||||
Fixed Minimum
|
$
|
663
|
|
|
$
|
642
|
|
|
$
|
607
|
|
Contingent
|
72
|
|
|
67
|
|
|
71
|
|
|||
Total Store Rent
|
735
|
|
|
709
|
|
|
678
|
|
|||
Office, Equipment and Other
|
98
|
|
|
94
|
|
|
87
|
|
|||
Gross Rent Expense
|
833
|
|
|
803
|
|
|
765
|
|
|||
Sublease Rental Income
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total Rent Expense
|
$
|
831
|
|
|
$
|
801
|
|
|
$
|
763
|
|
(a)
|
Excludes additional payments covering taxes, common area costs and certain other expenses generally required by store lease terms.
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
(in millions)
|
||||||
Balance at Beginning of Year
|
$
|
269
|
|
|
$
|
258
|
|
Contributions:
|
|
|
|
||||
Associate
|
10
|
|
|
9
|
|
||
Company
|
11
|
|
|
9
|
|
||
Interest
|
13
|
|
|
11
|
|
||
Distributions
|
(25
|
)
|
|
(18
|
)
|
||
Balance at End of Year
|
$
|
278
|
|
|
$
|
269
|
|
|
|
|
|
Shares Repurchased
|
|
Amount Repurchased
|
|
Average Stock
Price of
Shares
Repurchased
within
Program
|
|||||||||||||||||||||
Repurchase Program
|
|
Amount Authorized
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||||
|
|
(in millions)
|
|
(in thousands)
|
|
(in millions)
|
|
|
|||||||||||||||||||||
March 2018
|
|
$
|
250
|
|
|
4,852
|
|
|
NA
|
|
|
NA
|
|
|
$
|
171
|
|
|
NA
|
|
|
NA
|
|
|
$
|
35.29
|
|
||
September 2017
|
|
250
|
|
|
527
|
|
|
3,858
|
|
|
NA
|
|
|
25
|
|
|
$
|
202
|
|
|
NA
|
|
|
$
|
51.72
|
|
|||
February 2017
|
|
250
|
|
|
NA
|
|
|
5,500
|
|
|
NA
|
|
|
NA
|
|
|
240
|
|
|
NA
|
|
|
$
|
43.57
|
|
||||
February 2016
|
|
500
|
|
|
NA
|
|
|
51
|
|
|
5,719
|
|
|
NA
|
|
|
3
|
|
|
$
|
438
|
|
|
$
|
76.47
|
|
|||
Total
|
|
|
|
5,379
|
|
|
9,409
|
|
|
5,719
|
|
|
$
|
196
|
|
|
$
|
445
|
|
|
$
|
438
|
|
|
|
|
Ordinary Dividends
|
|
Special Dividends
|
|
Total Dividends
|
|
Total Paid
|
||||||||
|
(per share)
|
|
(in millions)
|
||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
166
|
|
Third Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
165
|
|
||||
Second Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
167
|
|
||||
First Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
168
|
|
||||
2018 Total
|
$
|
2.40
|
|
|
$
|
—
|
|
|
$
|
2.40
|
|
|
$
|
666
|
|
2017
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
|
$
|
170
|
|
Third Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
172
|
|
||||
Second Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
172
|
|
||||
First Quarter
|
0.60
|
|
|
—
|
|
|
0.60
|
|
|
172
|
|
||||
2017 Total
|
$
|
2.40
|
|
|
$
|
—
|
|
|
$
|
2.40
|
|
|
$
|
686
|
|
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
|
|
|
Number of
Shares
|
|
Weighted
Average
Option
Price Per
Share
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(in thousands)
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding as of February 3, 2018
|
4,472
|
|
|
$
|
57.03
|
|
|
|
|
|
||
Granted
|
1,438
|
|
|
39.06
|
|
|
|
|
|
|||
Exercised
|
(84
|
)
|
|
14.52
|
|
|
|
|
|
|||
Cancelled
|
(534
|
)
|
|
53.72
|
|
|
|
|
|
|||
Outstanding as of February 2, 2019
|
5,292
|
|
|
$
|
53.14
|
|
|
6.48
|
|
$
|
3,384
|
|
Vested and Expected to Vest as of February 2, 2019 (a)
|
5,124
|
|
|
53.44
|
|
|
6.40
|
|
3,384
|
|
||
Options Exercisable as of February 2, 2019
|
2,759
|
|
|
55.11
|
|
|
4.76
|
|
3,384
|
|
(a)
|
The number of options expected to vest includes an estimate of expected forfeitures.
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
|
(in thousands)
|
|
|
|||
Unvested as of February 3, 2018
|
5,699
|
|
|
$
|
57.97
|
|
Granted
|
2,938
|
|
|
30.43
|
|
|
Vested
|
(1,255
|
)
|
|
68.38
|
|
|
Cancelled
|
(693
|
)
|
|
44.61
|
|
|
Unvested as of February 2, 2019
|
6,689
|
|
|
$
|
45.29
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Costs of Goods Sold, Buying and Occupancy
|
$
|
29
|
|
|
$
|
32
|
|
|
$
|
31
|
|
General, Administrative and Store Operating Expenses
|
68
|
|
|
70
|
|
|
65
|
|
|||
Total Share-based Compensation Expense
|
$
|
97
|
|
|
$
|
102
|
|
|
$
|
96
|
|
•
|
Victoria's Secret International, comprised of company-owned stores in the U.K., Ireland and Greater China, as well as stores operated by partners under franchise and license arrangements;
|
•
|
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 in travel retail and other locations; 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, which sold women's intimate apparel online and through company-owned stores located in Canada and the U.S., as well as stores operated by partners under franchise and license arrangements;
|
•
|
Henri Bendel, which sold handbags, jewelry and other accessory products online and through company-owned stores; 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)
|
||||||||||||||||||
February 2, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
7,375
|
|
|
$
|
4,631
|
|
|
$
|
605
|
|
|
$
|
626
|
|
|
$
|
13,237
|
|
Depreciation and Amortization
|
280
|
|
|
121
|
|
|
43
|
|
|
103
|
|
|
547
|
|
|||||
Operating Income (Loss) (a)
|
462
|
|
|
1,077
|
|
|
(37
|
)
|
|
(265
|
)
|
|
1,237
|
|
|||||
Total Assets (b)
|
3,129
|
|
|
1,898
|
|
|
842
|
|
|
2,221
|
|
|
8,090
|
|
|||||
Capital Expenditures
|
150
|
|
|
242
|
|
|
97
|
|
|
140
|
|
|
629
|
|
|||||
February 3, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
7,387
|
|
|
$
|
4,148
|
|
|
$
|
502
|
|
|
$
|
595
|
|
|
$
|
12,632
|
|
Depreciation and Amortization
|
279
|
|
|
101
|
|
|
30
|
|
|
114
|
|
|
524
|
|
|||||
Operating Income (Loss)
|
932
|
|
|
953
|
|
|
5
|
|
|
(162
|
)
|
|
1,728
|
|
|||||
Total Assets (b)
|
3,369
|
|
|
1,753
|
|
|
800
|
|
|
2,227
|
|
|
8,149
|
|
|||||
Capital Expenditures
|
270
|
|
|
232
|
|
|
111
|
|
|
94
|
|
|
707
|
|
|||||
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 (b)
|
3,285
|
|
|
1,632
|
|
|
593
|
|
|
2,660
|
|
|
8,170
|
|
|||||
Capital Expenditures
|
460
|
|
|
250
|
|
|
68
|
|
|
212
|
|
|
990
|
|
(a)
|
Victoria's Secret and Victoria's Secret and Bath & Body Works International includes long-lived store asset impairment charges of
$70 million
and
$31 million
, respectively, and Other includes a loss on sale of La Senza of
$99 million
and Henri Bendel closures costs of
$23 million
. For additional information see Note 6, “Restructuring Activities" and Note 8, “Property and Equipment, Net."
|
(b)
|
Assets are allocated to the operating segments based on decision making authority relevant to the applicable assets.
|
|
Fiscal Quarter Ended
|
||||||||||||||
|
May 5,
2018
|
|
August 4,
2018
|
|
November 3,
2018 (a)(b)
|
|
February 2,
2019 (c)
|
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,626
|
|
|
$
|
2,984
|
|
|
$
|
2,775
|
|
|
$
|
4,852
|
|
Gross Profit
|
944
|
|
|
1,059
|
|
|
928
|
|
|
1,968
|
|
||||
Operating Income
|
155
|
|
|
228
|
|
|
54
|
|
|
800
|
|
||||
Income (Loss) Before Income Taxes
|
59
|
|
|
129
|
|
|
(41
|
)
|
|
710
|
|
||||
Net Income (Loss)
|
48
|
|
|
99
|
|
|
(43
|
)
|
|
540
|
|
||||
Net Income (Loss) Per Basic Share (d)
|
$
|
0.17
|
|
|
$
|
0.36
|
|
|
$
|
(0.16
|
)
|
|
$
|
1.96
|
|
Net Income (Loss) Per Diluted Share (d)
|
$
|
0.17
|
|
|
$
|
0.36
|
|
|
$
|
(0.16
|
)
|
|
$
|
1.94
|
|
(a)
|
Gross profit includes the effect of an
$81 million
charge (
$73 million
after-tax) related to the impairment of certain Victoria's Secret store assets.
|
(b)
|
Operating income includes the effect of
$20 million
(
$15 million
after-tax) of Henri Bendel closure costs.
|
(c)
|
Operating income includes the effect of a pre-tax loss of
$99 million
(
$55 million
after-tax) related to the divestiture of La Senza.
|
(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
|
||||||||||||||
|
April 29,
2017 |
|
July 29,
2017 |
|
October 28,
2017 |
|
February 3,
2018 (a)(b)(c) |
||||||||
|
(in millions except per share data)
|
||||||||||||||
Net Sales
|
$
|
2,437
|
|
|
$
|
2,755
|
|
|
$
|
2,618
|
|
|
$
|
4,823
|
|
Gross Profit
|
903
|
|
|
1,028
|
|
|
989
|
|
|
2,040
|
|
||||
Operating Income
|
209
|
|
|
301
|
|
|
232
|
|
|
987
|
|
||||
Income Before Income Taxes
|
118
|
|
|
217
|
|
|
135
|
|
|
842
|
|
||||
Net Income
|
94
|
|
|
139
|
|
|
86
|
|
|
664
|
|
||||
Net Income Per Basic Share (d)
|
$
|
0.33
|
|
|
$
|
0.48
|
|
|
$
|
0.30
|
|
|
$
|
2.36
|
|
Net Income Per Diluted Share (d)
|
$
|
0.33
|
|
|
$
|
0.48
|
|
|
$
|
0.30
|
|
|
$
|
2.33
|
|
(a)
|
Net income includes the effect of a pre-tax loss of
$45 million
(
$29 million
after-tax) associated with the early extinguishment of the 2019 Notes.
|
(b)
|
Includes the effect of a
$92 million
tax benefit related to changes in U.S. tax legislation.
|
(c)
|
The Company utilizes the retail calendar for reporting. As such, the results for fiscal 2017 represent the 53-week period ended February 3, 2018 and the fourth quarter consists of a 14-week period.
|
(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.
|
|
February 2, 2019
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
997
|
|
|
$
|
416
|
|
|
$
|
—
|
|
|
$
|
1,413
|
|
Accounts Receivable, Net
|
—
|
|
|
241
|
|
|
126
|
|
|
—
|
|
|
367
|
|
|||||
Inventories
|
—
|
|
|
1,093
|
|
|
155
|
|
|
—
|
|
|
1,248
|
|
|||||
Other
|
—
|
|
|
139
|
|
|
93
|
|
|
—
|
|
|
232
|
|
|||||
Total Current Assets
|
—
|
|
|
2,470
|
|
|
790
|
|
|
—
|
|
|
3,260
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
1,922
|
|
|
896
|
|
|
—
|
|
|
2,818
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
30
|
|
|
—
|
|
|
1,348
|
|
|||||
Trade Names
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
4,755
|
|
|
19,737
|
|
|
2,047
|
|
|
(26,539
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
9
|
|
|
53
|
|
|
—
|
|
|
62
|
|
|||||
Other Assets
|
127
|
|
|
15
|
|
|
670
|
|
|
(621
|
)
|
|
191
|
|
|||||
Total Assets
|
$
|
4,882
|
|
|
$
|
25,882
|
|
|
$
|
4,486
|
|
|
$
|
(27,160
|
)
|
|
$
|
8,090
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
—
|
|
|
$
|
363
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
711
|
|
Accrued Expenses and Other
|
92
|
|
|
597
|
|
|
393
|
|
|
—
|
|
|
1,082
|
|
|||||
Current Debt
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
72
|
|
|||||
Income Taxes
|
(7
|
)
|
|
100
|
|
|
28
|
|
|
—
|
|
|
121
|
|
|||||
Total Current Liabilities
|
85
|
|
|
1,060
|
|
|
841
|
|
|
—
|
|
|
1,986
|
|
|||||
Deferred Income Taxes
|
1
|
|
|
(44
|
)
|
|
269
|
|
|
—
|
|
|
226
|
|
|||||
Long-term Debt
|
5,661
|
|
|
606
|
|
|
79
|
|
|
(607
|
)
|
|
5,739
|
|
|||||
Other Long-term Liabilities
|
59
|
|
|
852
|
|
|
107
|
|
|
(14
|
)
|
|
1,004
|
|
|||||
Total Equity (Deficit)
|
(924
|
)
|
|
23,408
|
|
|
3,190
|
|
|
(26,539
|
)
|
|
(865
|
)
|
|||||
Total Liabilities and Equity (Deficit)
|
$
|
4,882
|
|
|
$
|
25,882
|
|
|
$
|
4,486
|
|
|
$
|
(27,160
|
)
|
|
$
|
8,090
|
|
|
February 3, 2018
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
$
|
—
|
|
|
$
|
1,164
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
1,515
|
|
Accounts Receivable, Net
|
—
|
|
|
186
|
|
|
124
|
|
|
—
|
|
|
310
|
|
|||||
Inventories
|
—
|
|
|
1,095
|
|
|
145
|
|
|
—
|
|
|
1,240
|
|
|||||
Other
|
—
|
|
|
132
|
|
|
96
|
|
|
—
|
|
|
228
|
|
|||||
Total Current Assets
|
—
|
|
|
2,577
|
|
|
716
|
|
|
—
|
|
|
3,293
|
|
|||||
Property and Equipment, Net
|
—
|
|
|
1,984
|
|
|
909
|
|
|
—
|
|
|
2,893
|
|
|||||
Goodwill
|
—
|
|
|
1,318
|
|
|
30
|
|
|
—
|
|
|
1,348
|
|
|||||
Trade Names
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||
Net Investments in and Advances to/from Consolidated Affiliates
|
4,973
|
|
|
18,298
|
|
|
2,106
|
|
|
(25,377
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
10
|
|
|
4
|
|
|
—
|
|
|
14
|
|
|||||
Other Assets
|
129
|
|
|
18
|
|
|
654
|
|
|
(611
|
)
|
|
190
|
|
|||||
Total Assets
|
$
|
5,102
|
|
|
$
|
24,616
|
|
|
$
|
4,419
|
|
|
$
|
(25,988
|
)
|
|
$
|
8,149
|
|
LIABILITIES AND EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
$
|
2
|
|
|
$
|
349
|
|
|
$
|
366
|
|
|
$
|
—
|
|
|
$
|
717
|
|
Accrued Expenses and Other
|
101
|
|
|
529
|
|
|
399
|
|
|
—
|
|
|
1,029
|
|
|||||
Current Debt
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|||||
Income Taxes
|
6
|
|
|
174
|
|
|
18
|
|
|
—
|
|
|
198
|
|
|||||
Total Current Liabilities
|
109
|
|
|
1,052
|
|
|
870
|
|
|
—
|
|
|
2,031
|
|
|||||
Deferred Income Taxes
|
(2
|
)
|
|
(46
|
)
|
|
286
|
|
|
—
|
|
|
238
|
|
|||||
Long-term Debt
|
5,706
|
|
|
597
|
|
|
1
|
|
|
(597
|
)
|
|
5,707
|
|
|||||
Other Long-term Liabilities
|
64
|
|
|
774
|
|
|
100
|
|
|
(14
|
)
|
|
924
|
|
|||||
Total Equity (Deficit)
|
(775
|
)
|
|
22,239
|
|
|
3,162
|
|
|
(25,377
|
)
|
|
(751
|
)
|
|||||
Total Liabilities and Equity (Deficit)
|
$
|
5,102
|
|
|
$
|
24,616
|
|
|
$
|
4,419
|
|
|
$
|
(25,988
|
)
|
|
$
|
8,149
|
|
|
2018
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc.
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
12,467
|
|
|
$
|
3,780
|
|
|
$
|
(3,010
|
)
|
|
$
|
13,237
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(8,015
|
)
|
|
(2,996
|
)
|
|
2,673
|
|
|
(8,338
|
)
|
|||||
Gross Profit
|
—
|
|
|
4,452
|
|
|
784
|
|
|
(337
|
)
|
|
4,899
|
|
|||||
General, Administrative and Store Operating Expenses
|
(9
|
)
|
|
(3,304
|
)
|
|
(482
|
)
|
|
232
|
|
|
(3,563
|
)
|
|||||
Loss on Divestiture of La Senza
|
—
|
|
|
(24
|
)
|
|
(75
|
)
|
|
—
|
|
|
(99
|
)
|
|||||
Operating Income (Loss)
|
(9
|
)
|
|
1,124
|
|
|
227
|
|
|
(105
|
)
|
|
1,237
|
|
|||||
Interest Expense
|
(379
|
)
|
|
(108
|
)
|
|
(6
|
)
|
|
108
|
|
|
(385
|
)
|
|||||
Other Income (Loss)
|
—
|
|
|
13
|
|
|
(8
|
)
|
|
—
|
|
|
5
|
|
|||||
Income (Loss) Before Income Taxes
|
(388
|
)
|
|
1,029
|
|
|
213
|
|
|
3
|
|
|
857
|
|
|||||
Provision (Benefit) for Income Taxes
|
12
|
|
|
100
|
|
|
101
|
|
|
—
|
|
|
213
|
|
|||||
Equity in Earnings, Net of Tax
|
1,044
|
|
|
169
|
|
|
353
|
|
|
(1,566
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
644
|
|
|
$
|
1,098
|
|
|
$
|
465
|
|
|
$
|
(1,563
|
)
|
|
$
|
644
|
|
|
2018
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Income (Loss)
|
$
|
644
|
|
|
$
|
1,098
|
|
|
$
|
465
|
|
|
$
|
(1,563
|
)
|
|
$
|
644
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Reclassification of Foreign Currency Translation to Earnings
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|||||
Unrealized Gain (Loss) on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
644
|
|
|
$
|
1,098
|
|
|
$
|
502
|
|
|
$
|
(1,563
|
)
|
|
$
|
681
|
|
|
2017
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
11,931
|
|
|
$
|
3,728
|
|
|
$
|
(3,027
|
)
|
|
$
|
12,632
|
|
Costs of Goods Sold, Buying and Occupancy
|
—
|
|
|
(7,463
|
)
|
|
(2,868
|
)
|
|
2,658
|
|
|
(7,673
|
)
|
|||||
Gross Profit
|
—
|
|
|
4,468
|
|
|
860
|
|
|
(369
|
)
|
|
4,959
|
|
|||||
General, Administrative and Store Operating Expenses
|
(10
|
)
|
|
(3,063
|
)
|
|
(426
|
)
|
|
268
|
|
|
(3,231
|
)
|
|||||
Operating Income (Loss)
|
(10
|
)
|
|
1,405
|
|
|
434
|
|
|
(101
|
)
|
|
1,728
|
|
|||||
Interest Expense
|
(403
|
)
|
|
(99
|
)
|
|
(13
|
)
|
|
109
|
|
|
(406
|
)
|
|||||
Other Income (Loss)
|
(46
|
)
|
|
11
|
|
|
25
|
|
|
—
|
|
|
(10
|
)
|
|||||
Income (Loss) Before Income Taxes
|
(459
|
)
|
|
1,317
|
|
|
446
|
|
|
8
|
|
|
1,312
|
|
|||||
Provision (Benefit) for Income Taxes
|
65
|
|
|
316
|
|
|
(52
|
)
|
|
—
|
|
|
329
|
|
|||||
Equity in Earnings, Net of Tax
|
1,507
|
|
|
522
|
|
|
412
|
|
|
(2,441
|
)
|
|
—
|
|
|||||
Net Income (Loss)
|
$
|
983
|
|
|
$
|
1,523
|
|
|
$
|
910
|
|
|
$
|
(2,433
|
)
|
|
$
|
983
|
|
|
2017
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Income (Loss)
|
$
|
983
|
|
|
$
|
1,523
|
|
|
$
|
910
|
|
|
$
|
(2,433
|
)
|
|
$
|
983
|
|
Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign Currency Translation
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|||||
Unrealized Gain (Loss) on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Unrealized Gain (Loss) on Marketable Securities
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Total Other Comprehensive Income (Loss), Net of Tax
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Total Comprehensive Income (Loss)
|
$
|
983
|
|
|
$
|
1,523
|
|
|
$
|
922
|
|
|
$
|
(2,433
|
)
|
|
$
|
995
|
|
|
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 (Loss)
|
(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 Gain (Loss) on Cash Flow Hedges
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Reclassification of Cash Flow Hedges to Earnings
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Unrealized Gain (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 (Loss)
|
$
|
1,158
|
|
|
$
|
1,389
|
|
|
$
|
562
|
|
|
$
|
(1,979
|
)
|
|
$
|
1,130
|
|
|
2018
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(424
|
)
|
|
$
|
1,541
|
|
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
1,377
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(398
|
)
|
|
(231
|
)
|
|
—
|
|
|
(629
|
)
|
|||||
Return of Capital from Easton Investments
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Net Investments in Consolidated Affiliates
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
21
|
|
|
—
|
|
|||||
Other Investing Activities
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
—
|
|
|
(394
|
)
|
|
(236
|
)
|
|
21
|
|
|
(609
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment of Long-term Debt
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||
Borrowings from Secured Revolving Facility
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||
Repayments of Secured Revolving Facility
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|||||
Borrowings from Foreign Facilities
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
172
|
|
|||||
Repayments of Foreign Facilities
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
(109
|
)
|
|||||
Dividends Paid
|
(666
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
|||||
Repurchases of Common Stock
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|||||
Tax Payments related to Share-based Awards
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
1,355
|
|
|
(1,310
|
)
|
|
(24
|
)
|
|
(21
|
)
|
|
—
|
|
|||||
Proceeds from Exercise of Stock Options
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Financing Costs and Other
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
424
|
|
|
(1,314
|
)
|
|
39
|
|
|
(21
|
)
|
|
(872
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
(167
|
)
|
|
65
|
|
|
—
|
|
|
(102
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
1,164
|
|
|
351
|
|
|
—
|
|
|
1,515
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
997
|
|
|
$
|
416
|
|
|
$
|
—
|
|
|
$
|
1,413
|
|
|
2017
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(401
|
)
|
|
$
|
1,353
|
|
|
$
|
454
|
|
|
$
|
—
|
|
|
$
|
1,406
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(495
|
)
|
|
(212
|
)
|
|
—
|
|
|
(707
|
)
|
|||||
Return of Capital from Easton Investments
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||
Purchase of Marketable Securities
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Other Investing Activities
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
—
|
|
|
(496
|
)
|
|
(202
|
)
|
|
—
|
|
|
(698
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs
|
495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|||||
Payment of Long-term Debt
|
(540
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|||||
Borrowings from Foreign Facilities
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Repayments of Foreign Facilities
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
|||||
Dividends Paid
|
(686
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(686
|
)
|
|||||
Repurchases of Common Stock
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
|||||
Tax Payments related to Share-based Awards
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Net Financing Activities and Advances to/from Consolidated Affiliates
|
1,577
|
|
|
(1,252
|
)
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|||||
Proceeds from Exercise of Stock Options
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Financing Costs and Other
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Net Cash Provided by (Used for) Financing Activities
|
401
|
|
|
(1,255
|
)
|
|
(273
|
)
|
|
—
|
|
|
(1,127
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
—
|
|
|
(398
|
)
|
|
(21
|
)
|
|
—
|
|
|
(419
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
—
|
|
|
1,562
|
|
|
372
|
|
|
—
|
|
|
1,934
|
|
|||||
Cash and Cash Equivalents, End of Year
|
$
|
—
|
|
|
$
|
1,164
|
|
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
1,515
|
|
|
2016
|
||||||||||||||||||
|
L Brands, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
L Brands, Inc. |
||||||||||
Net Cash Provided by (Used for) Operating Activities
|
$
|
(404
|
)
|
|
$
|
1,885
|
|
|
$
|
509
|
|
|
$
|
—
|
|
|
$
|
1,990
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures
|
—
|
|
|
(705
|
)
|
|
(285
|
)
|
|
—
|
|
|
(990
|
)
|
|||||
Return of Capital from Easton Investments
|
—
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
119
|
|
|||||
Proceeds from Sale of Assets
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|||||
Proceeds from Sale of Marketable Securities
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Acquisition, Net of Cash Acquired of $1
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||||
Other Investing Activities
|
—
|
|
|
(2
|
)
|
|
10
|
|
|
—
|
|
|
8
|
|
|||||
Net Cash Provided by (Used for) Investing Activities
|
—
|
|
|
(707
|
)
|
|
(126
|
)
|
|
—
|
|
|
(833
|
)
|
|||||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs
|
692
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
692
|
|
|||||
Payment of Long-term Debt
|
(742
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
|||||
Borrowings from Foreign Facilities
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Repayments of Foreign Facilities
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Dividends Paid
|
(1,268
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,268
|
)
|
|||||
Repurchases of Common Stock
|
(435
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
|||||
Tax Payments related to Share-based Awards
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|||||
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
|
404
|
|
|
(1,806
|
)
|
|
(363
|
)
|
|
—
|
|
|
(1,765
|
)
|
|||||
Effects of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Net Increase (Decrease) 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
|
|
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)
|
|
12,392,717
|
|
|
$
|
53.14
|
|
(2)
|
9,109,757
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
12,392,717
|
|
|
$
|
53.14
|
|
|
9,109,757
|
|
(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
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
4.9
|
|
|
|
|
|
|
|
|
|
4.10
|
|
|
|
|
|
|
|
|
|
4.11
|
|
|
|
|
|
|
|
|
|
4.12
|
|
|
|
|
|
|
|
|
|
4.13
|
|
|
|
|
|
|
|
|
|
4.14
|
|
|
|
|
|
|
|
|
|
4.15
|
|
|
|
|
|
|
|
|
|
4.16
|
|
|
|
|
|
|
|
|
|
4.17
|
|
|
|
|
|
|
|
|
|
4.18
|
|
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4.19
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4.20
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4.21
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4.22
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4.23
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4.24
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4.25
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4.26
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10.
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Material Contracts.
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10.1
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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”).** (P)
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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10.11
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10.12
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10.13
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10.14
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10.15
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10.16
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10.17
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10.18
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21.
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23.1
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24.
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31.1
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31.2
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32.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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**
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Identifies management contracts or compensatory plans or arrangements.
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(P)
|
Paper Exhibits
|
(b)
|
Exhibits.
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(c)
|
Not applicable.
|
|
L BRANDS, INC. (Registrant)
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By:
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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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Signature
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Title
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/s/ LESLIE H. WEXNER*
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Chairman of the Board of Directors and Chief Executive Officer
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Leslie H. Wexner
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(Principal Executive Officer)
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/s/ STUART B. BURGDOERFER
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Executive Vice President and Chief Financial Officer
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Stuart B. Burgdoerfer
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ PATRICIA S. BELLINGER*
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Director
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Patricia S. Bellinger
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/s/ E. GORDON GEE*
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Director
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E. Gordon Gee
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/s/ DENNIS S. HERSCH*
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Director
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Dennis S. Hersch
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/s/ DONNA A. JAMES*
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Director
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Donna A. James
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/s/ DAVID T. KOLLAT*
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Director
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David T. Kollat
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/s/ MICHAEL G. MORRIS*
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Director
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Michael G. Morris
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/s/ ROBERT H. SCHOTTENSTEIN*
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Director
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Robert H. Schottenstein
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/s/ STEPHEN D. STEINOUR*
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Director
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Stephen D. Steinour
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/s/ ALLAN R. TESSLER*
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Director
|
Allan R. Tessler
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/s/ ABIGAIL S. WEXNER*
|
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Director
|
Abigail S. Wexner
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/s/ RAYMOND ZIMMERMAN*
|
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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
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
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|
23.1
|
|
Consent of Ernst & Young LLP.
|
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24
|
|
Powers of Attorney.
|
|
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|
31.1
|
|
Section 302 Certification of CEO.
|
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31.2
|
|
Section 302 Certification of CFO.
|
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|
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
|
Subsidiaries (a)
|
|
Jurisdiction of
Incorporation
|
Bath & Body Works Brand Management, Inc.
|
|
Delaware
|
Bath & Body Works, LLC
|
|
Delaware
|
beautyAvenues, LLC
|
|
Delaware
|
Intimate Brands Holding, LLC
|
|
Delaware
|
Intimate Brands, Inc.
|
|
Delaware
|
L Brands (Overseas), Inc.
|
|
Delaware
|
L Brands Service Company, LLC
|
|
Delaware
|
LB US Holding, Inc.
|
|
Delaware
|
Mast Industries (Far East) Limited
|
|
Hong Kong
|
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
February 2, 2019
.
|
/s/ LESLIE H. WEXNER
|
Leslie H. Wexner
|
/s/ PATRICIA S. BELLINGER
|
Patricia S. Bellinger
|
/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/ MICHAEL G. MORRIS
|
Michael G. Morris
|
/s/ ROBERT H. SCHOTTENSTEIN
|
Robert H. Schottenstein
|
/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.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ LESLIE H. WEXNER
|
|
Leslie H. Wexner
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of 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.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ STUART B. BURGDOERFER
|
|
Stuart B. Burgdoerfer
Executive Vice President and
Chief Financial Officer
|
(i)
|
the Annual Report of the Company on Form 10-K dated
March 22, 2019
for the fiscal year ended
February 2, 2019
(the “Form 10-K”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ LESLIE H. WEXNER
|
|
Leslie H. Wexner
Chairman and Chief Executive Officer
|
|
|
|
/s/ STUART B. BURGDOERFER
|
|
Stuart B. Burgdoerfer
Executive Vice President and
Chief Financial Officer
|