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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 29, 1994
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission file number 1-8344
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THE LIMITED, INC.
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(Exact name of registrant as specified in its charter)
Delaware 31-1029810
- - ---------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43230
- - ----------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 479-7000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
-------------------------- -----------------------------------------
Common Stock, $.50 Par Value The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
the past 90 days. Yes X No
--------- ---------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
---
Aggregate market value of the registrant's Common Stock held by non-affiliates
of the registrant as of March 25, 1994: $5,877,912,414.
Number of shares outstanding of the registrant's Common Stock as of March 25,
1994: 357,869,632.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report to shareholders for the fiscal year
ended January 29, 1994 are incorporated by reference into Part I and Part II,
and portions of the registrant's proxy statement for the Annual Meeting of
Shareholders scheduled for May 23, 1994 are incorporated by reference into Part
III.
PART I
ITEM 1. BUSINESS.
General.
The Limited, Inc., a Delaware corporation (the "Company"), is
principally engaged in the purchase, distribution and sale of women's apparel.
The Company operates an integrated distribution system which supports the
Company's retail activities. These activities are conducted under various trade
names through the retail stores and catalogue divisions of the Company.
Merchandise is targeted to appeal to customers in specialty markets who have
distinctive consumer characteristics, and includes regular and special-sized
fashion apparel available at various price levels. The Company's merchandise
includes shirts, blouses, sweaters, pants, skirts, coats, dresses, lingerie and
accessories and, to a lesser degree, men's apparel, children's apparel,
fragrances, bed, bath, personal care products and specialty gift items. The
Company's wholly-owned credit card bank, World Financial Network National Bank,
provides credit services to customers of the retail and catalogue divisions of
the Company.
Description of Operations.
General.
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As of January 29, 1994, the Company operated twelve retail divisions
and one catalogue division (Victoria's Secret Catalogue). The following chart
reflects the retail divisions and the number of stores in operation in each
division at January 29, 1994 and January 30, 1993.
NUMBER OF STORES
------------------------
January 29, January 30,
RETAIL DIVISION 1994 1993
--------------- ---- ----
Express 673 640
Lerner New York 877 915
The Limited 746 759
Victoria's Secret Stores 570 545
Lane Bryant 817 809
Structure 394 330
The Limited Too 184 185
Bath & Body Works 194 121
Abercrombie & Fitch 49 40
Henri Bendel 4 4
Cacique 108 71
Penhaligon's 7 6
----- -----
Total 4,623 4,425
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1
The following table shows the changes in the number of retail stores
operated by the Company for the past five fiscal years:
Fiscal Beginning
Year of Year Acquired Opened Closed Sold End of Year
- - ------ --------- -------- ------ ------- -------- -----------
1989 3,497 - 296 (65) (384)/1/ 3,344
1990 3,344 7 456 (47) - 3,760
1991 3,760 - 484 (50) - 4,194
1992 4,194 - 323 (92) - 4,425
1993 4,425 - 322 (124) - 4,623
- - ------------------
/1/ This figure represents the sale of the Lerner Woman stores
effective April 30, 1989.
The Company also operates Mast Industries, Inc., a contract
manufacturer and apparel importer, and Gryphon Development, Inc. ("Gryphon").
Gryphon creates, develops and contract manufactures most of the bath and
personal care products sold by the Company.
During fiscal year 1993, the Company purchased merchandise from
approximately 4,000 suppliers and factories located throughout the world.
Approximately 57% of the Company's merchandise is purchased in foreign markets
and a portion of merchandise purchased in the domestic market is manufactured
overseas. Company records, however, do not allocate between foreign and
domestic sources for merchandise purchased domestically. No more than 5% of
goods purchased originated from any single manufacturer.
Most of the merchandise and related materials for the Company's stores
is shipped to the Company's distribution centers in the Columbus, Ohio area,
where the merchandise is received and inspected. The Company uses common and
contract carriers to distribute merchandise and related materials to its stores.
The Company's divisions generally have independent distribution capabilities and
no division receives priority over any other division. There are no
distribution channels between the divisions.
The Company's policy is to maintain sufficient quantities of inventory
on hand in its retail stores and distribution centers so that it can offer
customers a full selection of current merchandise. The Company emphasizes rapid
turnover and takes markdowns where required to keep merchandise fresh and
current with fashion trends.
The Company views the retail apparel market as having two principal
selling seasons, Spring and Fall. As is generally the case in the apparel
industry, the Company experiences its peak sales activity during the Fall
season. This seasonal sales pattern results in increased inventory and accounts
receivable during the Fall and Christmas selling periods. During fiscal year
1993, the highest inventory level approximated $1.167 billion at the November,
1993 month-end and the lowest inventory level approximated $760 million at the
January, 1994 month-end.
Merchandise sales are paid for in cash, personal check or by credit
cards issued by the Company's wholly-owned credit card bank, World Financial
Network National Bank ("WFNNB"), for customers of Express, Lerner New York,
Limited Stores, Lane Bryant, Structure, Victoria's Secret Catalogue and Henri
Bendel, as well as credit cards issued by third party banks and other financial
institutions. Further information related to WFNNB's loan balances and
allowance for uncollectible accounts is contained in Note 3 of the Notes To
Consolidated Financial Statements included in The Limited, Inc. 1993 Annual
Report to Shareholders, portions of which are annexed hereto as Exhibit 13 (the
"1993 Annual Report") and Financial Statement Schedule VIII to this Form 10-K,
and is incorporated herein by reference.
2
The Company offers its customers a liberal return policy stated as "No
Sale is Ever Final." The Company believes that certain of its competitors offer
similar credit card and service policies.
The following is a brief description of each of the Company's
operating divisions, including their respective target markets.
Express
Express brings international women's sportswear and accessories with a
distinctive European point of view to fashion forward women in a spirited
continental store environment.
Lerner New York
Lerner New York is a moderate-priced specialty retailer of
conventional women's sportswear, ready-to-wear and coats.
The Limited
The Limited offers a full range of fashion forward private label
sportswear, ready-to-wear and accessories for women.
Victoria's Secret Stores
Victoria's Secret Stores offers lingerie, beautiful fragrances and
romantic gifts in an atmosphere of "pure indulgence".
Lane Bryant
Lane Bryant focuses on sportswear, ready-to-wear, coats and intimate
apparel for the fashion-conscious large size woman.
Victoria's Secret Catalogue
Victoria's Secret Catalogue sells women's lingerie, sportswear and
ready-to-wear via catalogue.
3
Structure
Structure offers a men's sportswear collection with a distinct
international flavor. The store environment mixes classic Palladian and modern
architectural styles to appeal to men with a good sense of fine design.
The Limited Too
The Limited Too offers fashionable casual sportswear for girls
wearing sizes 6 to 14.
Bath & Body Works
Bath & Body Works provides personal care products for women and men.
Abercrombie & Fitch Co.
Abercrombie & Fitch provides spirited traditional sportswear for
young-thinking men and women.
Henri Bendel
Henri Bendel offers glamorous and sophisticated women's fashions in
an exclusive shopping environment.
Cacique
Cacique offers fashion lingerie and gifts in an European shopping
environment.
Penhaligon's
Penhaligon's designs, distributes, wholesales and retails a variety of
perfumes, toiletries, grooming accessories and antique silver gifts.
Additional information about the Company's business, including its
revenues and profits for the last three years and the selling square footage and
other information about each of the Company's operating divisions, is set forth
under the caption "Management's Discussion and Analysis" of the 1993 Annual
Report and is incorporated herein by reference.
Competition.
The sale of apparel and personal care products through retail stores
is a highly competitive business with numerous competitors, including individual
and chain fashion specialty stores and department stores. Design, price and
quality are the principal competitive factors in retail store sales. The
Company's catalogue divisions compete with numerous national and regional
catalogue merchandisers in catalogue sales. Design, price, quality and
catalogue presentation are the principal competitive factors in catalogue sales.
4
The Company is unable to estimate the number of competitors or its
relative competitive position due to the large number of companies selling
apparel and personal care products at retail, both through stores and
catalogues.
ASSOCIATE RELATIONS.
On January 29, 1994, the Company employed approximately 97,500
associates, 70,800 of whom were part-time. In addition, temporary associates
are hired during peak periods, such as the Christmas season.
ITEM 2. PROPERTIES.
The Company's business is principally conducted from office,
distribution and shipping facilities located in the Columbus, Ohio area.
Additional facilities are located in New York City and Andover, Massachusetts.
The distribution and shipping facilities owned by the Company consist
of seven buildings located in Columbus, Ohio, comprising approximately 5.2
million square feet. The operations of WFNNB are located in two leased
facilities in the Columbus area, which, in the aggregate, cover approximately
200,000 square feet.
Substantially all of the retail stores operated by the Company are
located in leased facilities, primarily in shopping centers throughout the
continental United States. The leases expire at various dates between 1994 and
2014 and generally do not have renewal options.
Typically, when space is leased for a retail store in a shopping
center, all improvements, including interior walls, floors, ceilings, fixtures
and decorations, are supplied by the tenant. In certain cases, the landlord of
the property may provide a construction allowance to defray a portion of the
cost of improvements. The cost of improvements varies widely, depending on the
size and location of the store. Rental terms for new locations usually include
a fixed minimum rent plus a percentage of sales in excess of a specified amount.
Certain operating costs such as common area maintenance, utilities, insurance,
and taxes are typically paid by tenants.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
5
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below is certain information regarding the executive
officers of the Company as of January 29, 1994.
Leslie H. Wexner, 56, has been Chairman of the Board of Directors of
the Company for more than five years and its President and Chief Executive
Officer since he founded the Company in 1963.
Kenneth B. Gilman, 47, was promoted to Vice Chairman and Chief
Financial Officer of the Company in June 1993. Mr. Gilman was the Executive
Vice President and Chief Financial Officer of the Company for more than five
years prior thereto.
Michael Weiss, 52, was promoted to Vice Chairman of the Company in
June 1993. Mr. Weiss was the Chief Executive Officer of the Company's Express
division for more than five years prior thereto.
Bella Wexner, over 65 years of age, has been the Secretary of the
Company for more than five years.
Martin Trust, 59, has been President of Mast Industries, Inc., a
wholly-owned subsidiary of the Company, for more than five years.
Arnold F. Kanarick, 51, has been Executive Vice President and Director
of Human Resources since October 1992. Mr. Kanarick was Vice President, Human
Resources of Analog Devices, a manufacturer of semiconductors, from 1985 to
1992.
Wade H. Buff, 59, has been Vice President-Internal Audit for more
than five years.
Alfred S. Dietzel, 62, has been Vice President-Financial and Public
Relations of the Company for more than five years.
Barry Erdos, 50, was promoted to Vice President and Corporate
Controller of the Company in August 1993. Mr. Erdos was Executive Vice
President and Chief Financial Officer of the Company's Henri Bendel division for
more than five years prior thereto.
Samuel Fried, 42, has been Vice President and General Counsel of the
Company since November 1991. Mr. Fried was Vice President and General Counsel
of Exide Corporation, a manufacturer of automotive and industrial batteries,
from February 1987 to October 1991.
William K. Gerber, 40, was promoted to Vice President of Finance of
the Company in August 1993. Mr. Gerber was Vice President and Corporate
Controller of the Company for more than five years prior thereto.
Patrick C. Hectorne, 41, was promoted to Treasurer of the Company in
August 1993. Mr. Hectorne was Assistant Treasurer of the Company for more than
five years prior thereto.
6
Charles W. Hinson, 57, has been President-Store Planning of the
Company for more than five years.
Timothy B. Lyons, 48, has been Vice President of Taxes of the
Company for more than five years.
Edward Razek, 45, was promoted to Vice President and Director of
Marketing of the Company in November 1993. Mr. Razek was the Executive Vice
President of Marketing for Limited Stores for more than five years prior
thereto.
George R. Sappenfield, III, 43, was promoted to President-Real Estate
of the Company in July 1993. Mr. Sappenfield was Vice President-Real Estate
for more than five years prior thereto.
Bruce A. Soll, 36, has been Vice President of the Company since
October 1991. Mr. Soll was Counselor/Director of Policy Planning for the U.S.
Department of Commerce from February 1989 to September 1991, Counselor for the
Bush-Quayle campaign and Presidential Inaugural Committee from 1988 to 1989
and Director of Finance of President Reagan's Foundation and Library from 1985
to 1988.
All of the above officers serve at the pleasure of the Board of
Directors of the Company.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Information regarding markets in which the Company's common stock was
traded during fiscal years 1993 and 1992, approximate number of holders of
common stock, and quarterly cash dividend per share information of the Company's
common stock for the fiscal years 1993 and 1992 is set forth under the caption
"Market Price and Dividend Information" of the 1993 Annual Report and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data is set forth under the caption "Financial
Summary" of the 1993 Annual Report and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and
results of operations is set forth under the caption "Management's Discussion
and Analysis" of the 1993 Annual Report and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
7
The Consolidated Financial Statements of the Company and subsidiaries,
the Notes to Consolidated Financial Statements and the Report of Independent
Accountants are set forth in the 1993 Annual Report and are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding directors of the Company is set forth under the
captions "ELECTION OF DIRECTORS - Nominees and Directors", "- Business
Experience" and "- Information Concerning the Board of Directors" on pages 1
through 4 of the Company's proxy statement for the Annual Meeting of
Shareholders to be held May 23, 1994 (the "Proxy Statement")and is incorporated
herein by reference. Information regarding executive officers is set forth
herein under the caption "SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE
REGISTRANT" in part I. Information regarding family relationships is set forth
under the caption "PRINCIPAL HOLDERS OF VOTING SECURITIES" on page 13 of the
Proxy Statement and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is set forth under the
caption "EXECUTIVE COMPENSATION" on pages 6 through 8 of the Proxy Statement and
is incorporated herein by reference. Such incorporation by reference shall not
be deemed to specifically incorporate by reference the information referred to
in Item 402(a)(8) of Regulation S-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding the security ownership of certain beneficial
owners and management is set forth under the caption "ELECTION OF DIRECTORS -
Security Ownership of Directors and Management" on pages 4 and 5 of the Proxy
Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions
is set forth under the caption "ELECTION OF DIRECTORS - Business Experience" on
pages 2 and 3 of the Proxy Statement and is incorporated herein by reference.
9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) List of Financial Statements.
----------------------------
The following consolidated financial statements of The Limited, Inc.
and subsidiaries and the related notes are filed as a part of this report
pursuant to ITEM 8:
Consolidated Statements of Income for the fiscal
years ended January 29, 1994, January 30, 1993 and February 1, 1992.
Consolidated Balance Sheets as of January 29, 1994
and January 30, 1993.
Consolidated Statements of Shareholders' Equity
for the fiscal years ended January 29, 1994, January 30, 1993 and
February 1, 1992.
Consolidated Statements of Cash Flows for the
fiscal years ended January 29, 1994, January 30, 1993 and February
1, 1992.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
(a)(2) List of Financial Statement Schedules.
-------------------------------------
The following consolidated financial statement schedules of The
Limited, Inc. and subsidiaries are filed as part of this report pursuant to ITEM
14(d):
V. Property, Plant and Equipment.
VI. Accumulated Depreciation and Amortization of Property, Plant and
Equipment.
VIII. Valuation and Qualifying Accounts.
IX. Short-term Borrowings.
All other schedules are omitted because the required information is
either presented in the financial statements or notes thereto, or is not
applicable, required or material. Columns omitted from schedules filed have
been omitted because the information is not applicable.
10
(a)(3) List of Exhibits.
----------------
3. Articles of Incorporation and Bylaws.
3.1. Certificate of Incorporation of the Company incorporated by
reference to Exhibit 3.4 to the Company's Annual Report on Form
10-K for the fiscal year ended January 30, 1988.
3.2. Restated Bylaws of the Company incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 2, 1991 (the "1990 Form 10-K").
4. Instruments Defining the Rights of Security Holders.
4.1. Copy of the form of Global Security representing the Company's 7
1/2% Debentures due 2023, incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K dated March 4, 1993.
4.2. $900,000,000 Credit Agreement dated as of August 30, 1990 (the
"Credit Agreement") among the Company, Morgan Guaranty Trust
Company of New York and certain other banks (collectively, the
"Banks"), incorporated by reference to Exhibit 4.7 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 4, 1990, as amended by Amendment No. 1 dated as of
December 4, 1992, incorporated by reference to Exhibit 4.8 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1992.
4.3. $280,000,000 Credit Agreement dated as of December 4, 1992 among
the World Financial Network National Bank, the Company, the Banks
and Morgan Guaranty Trust Company of New York, incorporated by
reference to Exhibit 4.9 to the Company's Quarterly Report on
Form 10-Q for the quarter ended October 31, 1992.
4.4. Conformed copy of the Indenture dated as of March 15, 1988
between the Company and The Bank of New York, incorporated by
reference to Exhibit 4.1(a) to the Company's Current Report on
Form 8-K dated March 21, 1989.
4.5. Copy of the form of Global Security representing the Company's 8
7/8% Notes due August 15, 1999, incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated
August 14, 1989.
4.6. Copy of the form of Global Security representing the Company's 9
1/8% Notes due February 1, 2001, incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated
February 6, 1991.
4.7. Proposed form of Debt Warrant Agreement for Warrants attached to
Debt Securities, with proposed form of Debt Warrant Certificate
incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-3
11
(File no. 33-53366) originally filed with the Securities and
Exchange Commission (the "Commission") on October 16, 1992, as
amended by Amendment No. 1 thereto, filed with the Commission on
February 23, 1993 (the "1993 Form S-3").
4.8. Proposed form of Debt Warrant Agreement for Warrants not attached
to Debt Securities, with proposed form of Debt Warrant
Certificate incorporated by reference to Exhibit 4.3 to the 1993
Form S-3.
The Company undertakes to furnish to the Commission, upon request, a
copy of each instrument defining the rights of holders of certain
privately placed long-term debt securities aggregating $100,000,000 of
the Company not filed herewith. The total amount of debt securities
issued under such instruments does not exceed 10% of the total
consolidated assets of the Company.
10. Material Contracts.
10.1. The Restated 1981 Stock Option Plan of The Limited, Inc.,
incorporated by reference to Exhibit 28(b) to the Company's
Registration Statement on Form S-8 (File No. 33-18533) (the "Form
S-8").
10.2. The 1987 Stock Option Plan of The Limited, Inc., incorporated by
reference to Exhibit 28(a) to the Form S-8.
10.3. Officers' Benefits Plan incorporated by reference to Exhibit 10.4
to the Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1989 (the "1988 Form 10-K").
10.4. The Limited Deferred Compensation Plan incorporated by reference
to Exhibit 10.4 to the 1990 Form 10-K.
10.5. Form of Indemnification Agreement between the Company and the
directors and officers of the Company, incorporated by reference
to Exhibit A to the Company's definitive proxy statement dated
April 18, 1988 for the Company's 1988 Annual Meeting of
Shareholders held May 23, 1988.
10.6. Schedule of directors and officers who became parties to
Indemnification Agreements effective May 23, 1988, incorporated
by reference to Exhibit 19.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended October 29, 1988.
10.7. Supplemental schedule of officer who became a party to an
Indemnification Agreement effective May 23, 1988 incorporated by
reference to Exhibit 10.7 to the 1988 Form 10-K.
10.8. Supplemental schedule of directors and officers who became
parties to Indemnification Agreements incorporated by reference
to Exhibit 19.1 to the
12
Company's Quarterly Report on Form 10-Q for the quarter ended
August 1, 1992.
10.9. Supplemental schedule of officer who became party to an
Indemnification Agreement effective November 16, 1992.
10.10 Supplemental schedule of officer who became party to an
Indemnification Agreement effective June 3, 1993, incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1993.
10.11 The 1993 Stock Option and Performance Incentive Plan of the
Company, incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form S-8 (File No. 33-49871).
11. Statement re Computation of Per Share Earnings.
12. Statement re Computation of Ratio of Earnings to Fixed Charges.
13. Excerpts from the 1993 Annual Report to Shareholders.
22. Subsidiaries of the Registrant.
23. Consent of Independent Accountants.
24. Powers of Attorney.
99. Annual Report of The Limited, Inc. Savings and Retirement Plan.
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed during the fourth quarter of fiscal
year 1993.
(c) Exhibits.
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The exhibits to this report are listed in section (a)(3) of Item 14
above.
(d) Financial Statement Schedules.
-----------------------------
The financial statement schedules filed with this report are listed in
section (a)(2) of Item 14 above.
13
SIGNATURES
Pursuant to the requirements of Section 13 or l5(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April __, 1994
THE LIMITED, INC.
(registrant)
By /s/ KENNETH B. GILMAN
-------------------------------
Kenneth B. Gilman,
Vice Chairman and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April __, 1994:
Signature Title
--------- -----
/s/ LESLIE H. WEXNER* Chairman of the Board of Directors,
- - ----------------------------
Leslie H. Wexner President and Chief Executive Officer
/s/ KENNETH B. GILMAN Director, Vice Chairman,
- - ----------------------------
Kenneth B. Gilman Chief Financial Officer and
Principal Accounting Officer
/s/ MICHAEL A. WEISS * Director and Vice Chairman
- - -----------------------------
Michael A. Weiss
/s/BELLA WEXNER* Director
- - -----------------------------
Bella Wexner
/s/ MARTIN TRUST* Director
- - -----------------------------
Martin Trust
/s/ E. GORDON GEE* Director
- - -----------------------------
E. Gordon Gee
/s/ THOMAS G. HOPKINS* Director
- - -----------------------------
Thomas G. Hopkins
14
/s/ DAVID T. KOLLAT* Director
- - -----------------------------
David T. Kollat
/s/ CLAUDINE MALONE* Director
- - -----------------------------
Claudine Malone
/s/ JOHN K. PFAHL* Director
- - -----------------------------
John K. Pfahl
/s/ DONALD B. SHACKELFORD* Director
- - -----------------------------
Donald B. Shackelford
/s/ ALLAN R. TESSLER* Director
- - -----------------------------
Allan R. Tessler
/s/ RAYMOND ZIMMERMAN* Director
- - -----------------------------
Raymond Zimmerman
*The undersigned, by signing his name hereto, does hereby sign this report on
behalf of each of the above-indicated directors of the registrant pursuant to
powers of attorney executed by such directors.
By /s/ KENNETH B. GILMAN
---------------------------
Kenneth B. Gilman
Attorney-in-fact
15
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------
THE LIMITED, INC.
(exact name of registrant as specified in its charter)
----------------
FINANCIAL STATEMENT SCHEDULES
----------------
================================================================================
(LOGO OF COOPERS & LYBRAND
APPEARS HERE)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholders of
The Limited, Inc.
We have audited the consolidated financial statements of The Limited, Inc. and
Subsidiaries as of January 29, 1994, and January 30, 1993, and for each of the
three fiscal years in the period ended January 29, 1994, which financial
statements are included on pages 72 through 84 of the 1993 Annual Report to
Shareholders of The Limited, Inc. and incorporated by reference herein. We have
also audited the financial statement schedules for each of the three fiscal
years in the period ended January 29, 1994, listed in Item 14(a)(2) of this Form
10-K. These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Limited, Inc.
and Subsidiaries as of January 29, 1994 and January 30, 1993, and the
consolidated results of their operations and their cash flows for each of the
three fiscal years in the period ended January 29, 1994 in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedules for each of the three fiscal years in the period
ended January 29, 1994 referred to above, when considered in relation to the
basic financial statements taken as a whole, present fairly, in all material
respects, the information required to be included therein.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Columbus, Ohio
February 14, 1994
Schedule V
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THE LIMITED, INC. AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
FOR THE FISCAL YEARS ENDED JANUARY 29, 1994,
JANUARY 30, 1993 AND FEBRUARY 1, 1992
(IN THOUSANDS)
Balance at Balance at
Beginning of Additions Retirements end of
Fiscal year at Cost and Sales Fiscal Year
------------ --------- ----------- -----------
Fiscal year ended January 29, 1994
Land, buildings and improvements $ 512,283 $ 23,705 $ 24,990 $ 510,998
Furniture, fixtures and equipment 1,476,081 230,536 135,049 1,571,568
Leaseholds and improvements 677,115 33,902 204,759 506,258
Construction in progress 55,491 7,660 13,778 49,373
---------- -------- --------- ----------
$2,720,970 $295,803 $ 378,576 $2,638,197
========== ======== ========= ==========
Fiscal year ended January 30, 1993
Land, buildings and improvements $ 358,501 $153,795 $ 13 $ 512,283
Furniture, fixtures and equipment 1,225,293 314,110 63,322 1,476,081
Leaseholds and improvements 716,974 60,200 100,059 677,115
Construction in progress 154,966 (98,560) 915 55,491
---------- -------- -------- ---------
$2,455,734 $429,545 $ 164,309 $2,720,970
========== ======== ======== ==========
Fiscal year ended February 1, 1992
Land, buildings and improvements $ 237,466 $121,158 $ 123 $ 358,501
Furniture, fixtures and equipment 982,397 314,190 71,294 1,225,293
Leaseholds and improvements 643,177 116,658 42,861 716,974
Construction in progress 185,019 (28,924) 1,129 154,966
---------- -------- -------- ---------
$2,048,059 $523,082 $115,407 $2,455,734
========== ======== ======== ==========
Schedule VI
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THE LIMITED, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
FOR THE FISCAL YEARS ENDED JANUARY 29 1994,
JANUARY 30, 1993 AND FEBRUARY 1, 1992
(IN THOUSANDS)
Balance at Balance at
Beginning of Additions Retirements end of
Fiscal year at Cost and Sales Fiscal Year
------------ --------- ----------- -----------
Fiscal year ended January 29, 1994
Land, buildings and improvements $ 62,811 $ 19,219 $ 7,692 $ 74,338
Furniture, fixtures and equipment 541,520 178,121 66,036 653,605
Leaseholds and improvements 302,691 60,444 119,469 243,666
------------ --------- ----------- -----------
$907,022 $257,784 $193,197 $971,609
============ ========= =========== ===========
Fiscal year ended January 30, 1993
Land, buildings and improvements $ 47,617 $ 15,205 $ 11 $ 62,811
Furniture, fixtures and equipment 458,079 141,215 57,774 541,520
Leaseholds and improvements 292,954 80,480 70,743 302,691
------------ --------- ----------- -----------
$798,650 $236,900 $128,528 $907,022
============ ========= =========== ===========
Fiscal year ended February 1, 1992
Land, buildings and improvements $ 35,302 $ 12,315 $ - $ 47,617
Furniture, fixtures and equipment 363,189 137,897 43,007 458,079
Leaseholds and improvements 254,495 70,252 31,793 292,954
------------ --------- ----------- ------------
$652,986 $220,464 $ 74,800 $798,650
============ ========= =========== ============
Schedule VIII
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THE LIMITED, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED JANUARY 29, 1994,
JANUARY 30, 1993 AND FEBRUARY 1, 1992
(IN THOUSANDS)
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Fiscal Year Expenses Accounts Deductions Fiscal Year
---------------- ----------- ----------- ----------- -------------
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
Fiscal year ended January 29, 1994 $24,973 50,803 - 40,879(A) 34,897
================ =========== =========== =========== =============
Fiscal year ended January 30, 1993 $24,678 40,026 - 39,731(A) 24,973
================ =========== =========== ============ =============
Fiscal year ended February 1, 1992 $24,167 50,609 (11) 50,087(A) 24,678
================ =========== =========== ============ =============
(A) - Write-offs, net of recoveries
Schedule IX
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THE LIMITED, INC. AND SUBSIDIARIES
SHORT-TERM BORROWINGS
FOR THE FISCAL YEARS ENDED JANUARY 29, 1994,
JANUARY 30, 1993 AND FEBRUARY 1, 1992
(IN THOUSANDS)
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest rate
Category of Aggregate at End of Interest During the During the During the
Short-term Borrowings Period Rate Period Period(1) Period (2)
- - ---------------------------------- ----------- -------- ----------- ----------- --------------
Fiscal year ended January 29, 199
Commercial paper - - $294,300 $102,192 3.18%
Certificates of deposit $ 15,700 3.44% $ 19,100 $ 12,745 3.51%
Fiscal year ended January 30, 1993
Commercial paper $ 29,439 3.11% $851,031 $592,210 3.64%
Certificates of deposit $ 12,200 3.65% $ 14,100 $ 1,513 4.19%
Fiscal year ended February 1, 1992
Commercial paper $363,758 4.05% $794,035 $486,170 5.77%
(1) The average amount outstanding during the period was computed by dividing
the sum of the daily principal balances by the number of days outstanding.
(2) The weighted average interest rate during the period was computed by
dividing the actual interest expense by the related average short-term
borrowings outstanding.
EXHIBIT INDEX
-------------
Exhibit No. Document
- - ----------- ------------------------------------------------
11 Statement re Computation of
Per Share Earnings.
12 Statement re Computation of Ratio of
Earnings to Fixed Charges.
13 Excerpts from the 1993 Annual Report to Shareholders.
21 Subsidiaries of the Registrant
23 Consent of Independent Accountants.
24 Powers of Attorney.
99 Annual Report of The Limited, Inc. Savings and
Retirement Plan.