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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended February 1, 1997
----------------
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
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Commission file number 1-8344
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THE LIMITED, INC.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1029810
- ---------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216
- ----------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 479-7000
--------------
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.
----
Aggregate market value of the registrant's Common Stock held by non-affiliates
of the registrant as of March 28, 1997: $5,086,697,081.
Number of shares outstanding of the registrant's Common Stock as of March 28,
1997: 271,290,511.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report to shareholders for the fiscal year
ended February 1, 1997 are incorporated by reference into Part I, Part II and
Part IV, and portions of the registrant's proxy statement for the Annual Meeting
of Shareholders scheduled for May 19, 1997 are incorporated by reference into
Part III.
PART I
ITEM 1. BUSINESS.
General.
The Limited, Inc., a Delaware corporation (including its subsidiaries, the
"Company"), is principally engaged in the purchase, distribution and sale of
women's apparel, lingerie, men's apparel, personal care products, children's
apparel and a wide variety of sporting goods. 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 businesses of the Company. Merchandise is targeted to
appeal to customers in specialty markets who have distinctive consumer
characteristics. The Company's women's apparel businesses offer regular and
special-sized fashion apparel at various price levels, including shirts,
blouses, sweaters, pants, skirts, coats and dresses. In addition, the Company
offers lingerie and accessories, men's apparel, fragrances, bath, personal care
products, specialty gift items, children's apparel and a wide variety of
sporting goods.
Description of Operations.
General.
- --------
As of February 1, 1997, the Company owned the following businesses: (1) Intimate
Brands, Inc. ("IBI") (a corporation in which the Company holds an 83% interest)
which consists of three lingerie businesses, including two retail businesses and
one catalogue business (Victoria's Secret Catalogue) and two personal care
businesses, (2) Abercrombie & Fitch Co. (a corporation in which the Company
holds an 84% interest), a men's and women's apparel business, (3) five women's
retail apparel businesses, and (4) the "Emerging" businesses which consist of a
men's apparel business, one children's apparel business and one sporting goods
business. The following chart reflects the retail businesses and the number of
stores in operation for each business at February 1, 1997 and February 3, 1996.
2
RETAIL BUSINESSES NUMBER OF STORES
----------------- ----------------
February 1, February 3,
Women's 1997 1996
- ------- ----------- -----------
Express 753 737
Lerner New York 784 835
Lane Bryant 832 828
Limited Stores 663 689
Henri Bendel 6 4
----------- -----------
Total Women's 3,038 3,093
Emerging
- --------
Structure 542 518
The Limited Too 308 288
Galyan's Trading Co. 9 6
----------- -----------
Total Emerging 859 812
Intimate Brands, Inc.
- ---------------------
Victoria's Secret Stores 736 671
Cacique 119 120
Bath & Body Works 750 498
Penhaligon's* 4 4
----------- -----------
Total Intimate Brands, Inc. 1,609 1,293
Abercrombie & Fitch Co. 127 100
- ----------------------- ----------- -----------
Total 5,633 5,298
=========== ===========
* - Penhaligon's was sold in March 1997.
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 End of Year
- -------- --------- -------- ------ ------- -----------
1992 4,194 - 323 (92) 4,425
1993 4,425 - 322 (124) 4,623
1994 4,623 - 358 (114) 4,867
1995 4,867 6 504 (79) 5,298
1996 5,298 - 470 (135) 5,633
The Company also owns Mast Industries, Inc., a contract manufacturer and apparel
importer, and Gryphon Development, Inc. ("Gryphon") which is a subsidiary of
IBI. Gryphon creates, develops and contract manufactures a substantial portion
of the bath and personal care products sold by the Company.
3
During fiscal year 1996, the Company purchased merchandise from approximately
5,200 suppliers and factories located throughout the world. In addition to
purchases through Mast and Gryphon, the Company purchases merchandise in foreign
markets, with additional merchandise purchased in the domestic market, some of
which is manufactured overseas. 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 businesses generally have independent distribution capabilities and no
business receives priority over any other business. There are no distribution
channels between the businesses.
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 during the Fall and
Christmas holiday selling periods. During fiscal year 1996, the highest
inventory level approximated $1.5 billion at the November 1996 month-end and the
lowest inventory level approximated $980 million at the March 1996 month-end.
Merchandise sales are paid for in cash or by personal check, credit cards issued
by third parties or credit cards issued by the Company's credit card processing
venture, Alliance Data Services ("ADS"), for customers of Express, Lerner New
York, Lane Bryant, Limited, Henri Bendel, Victoria's Secret Stores, Victoria's
Secret Catalogue , Structure and Abercrombie & Fitch. ADS was formed in part
from World Financial Network National Bank ("WFNNB"), a wholly-owned subsidiary
of the Company prior to January 1996, when a 60% interest was sold to a New York
investment firm, resulting in the formation of a venture that provides private-
label and bank card transaction processing and database management services to
retailers, including the Company's private-label credit card operations.
Further information regarding this transaction is contained in Note 2 of the
Notes to Consolidated Financial Statements included in The Limited, Inc., 1996
Annual Report to Shareholders, portions of which are annexed hereto as Exhibit
13 (the "1996 Annual Report") and is incorporated herein by reference.
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
businesses, including their respective target markets.
4
Women's
- -------
Express - A lifestyle brand offering hot new international fashion to young
women.
Lerner New York - Fashionable sportswear for the value-minded customer.
Lane Bryant - The key fashion destination for the large-size customer
(size 14 - 28); offering sportswear, suit separates, and dresses as well as
intimate apparel, hosiery and accessories.
Limited Stores - Casual American lifestyle fashion for women in their twenties
and thirties who desire great fashion and comfort.
Henri Bendel - Fashion apparel, cosmetics, accessories and gifts for today's
modern woman in her mid-thirties in a higher-income household.
Emerging
- --------
Structure - Authentic, American-style sportswear with a creative edge for men in
their mid-twenties who are urban, active, young and creative.
Limited Too - American casual lifestyle store for girls to age 14.
Galyan's - The "coolest" destination in retailing for sports enthusiasts and
"wannabes" of all ages.
Intimate Brands, Inc.
- ---------------------
Victoria's Secret Stores - The most successful brand of elegant intimate
apparel, foundations and related products for women.
Cacique - Uniquely designed, high-quality, lingerie for the elegant, intelligent
and sophisticated woman, aged twenty-five and up.
Victoria's Secret Catalogue - The industry-leading catalogue of women's
intimate and fashion apparel.
Bath & Body Works - Healthy, natural, good-for-you personal care products and
gifts from America's heartland.
Abercrombie & Fitch Co. - Quality, casual, classic American sportswear brand,
- -----------------------
targeted to the young, hip customer.
Additional information about the Company's business, including its revenues and
profits for the last three years, plus selling square footage and other
information about each of the Company's operating businesses, is set forth under
the caption "Management's Discussion and Analysis" of the 1996 Annual Report
and is incorporated herein by reference.
5
Competition.
The sale of apparel, lingerie, personal care products and sporting goods through
retail stores is a highly competitive business with numerous competitors,
including individual and chain fashion specialty stores and department stores.
Design, price, service, selection and quality are the principal competitive
factors in retail store sales. The Company's Catalogue business competes with
numerous national and regional catalogue merchandisers. Design, price, quality
and catalogue presentation are the principal competitive factors in catalogue
sales.
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 February 1, 1997, the Company employed approximately 123,100 associates,
90,300 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, New York, Indianapolis, Indiana, Andover,
Massachusetts, Kettering, Ohio and London, England.
The distribution and shipping facilities owned by the Company consist of seven
buildings located in Columbus, Ohio, comprising approximately 5.2 million square
feet.
Substantially all of the retail stores owned by the Company are located in
leased facilities, primarily in shopping centers throughout the continental
United States. The leases expire at various dates principally between 1997 and
2017 and generally 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.
The Company is a defendant in lawsuits arising in the ordinary course of
business. Although the amount of any liability that could arise with respect to
any such lawsuit cannot be accurately predicted, in the opinion of management,
the resolution of these matters is not expected to have a material adverse
effect on the financial position or results of operations of the Company.
6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below is certain information regarding the executive officers of the
Company as of February 1, 1997.
Leslie H. Wexner, 59, 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, 50, has been Vice Chairman and Chief Financial Officer of the
Company since June 1993. Mr. Gilman was the Executive Vice President and Chief
Financial Officer of the Company 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, 62, has been President of Mast Industries, Inc., a wholly-owned
subsidiary of the Company, for more than five years.
Arnold F. Kanarick, 56, has been Executive Vice President and Chief Human
Resources Officer since October 1992.
Wade H. Buff, 62, has been Vice President, Internal Audit of the Company for
more than five years.
Alfred S. Dietzel, 65, has been Vice President, Public Affairs of the Company
for more than five years.
Daniel B. Finkelman, 41, has been Vice President, Planning of the Company since
August 1996. Mr. Finkelman was Executive Vice President of Marketing for
Cardinal Health Inc. from May 1994 to August 1996 and Principal/Partner for
McKinsey & Co., Inc. for more than five years prior thereto.
Samuel P. Fried, 45, has been Vice President and General Counsel of the Company
for more than five years.
William K. Gerber, 42, has been Vice President, Finance of the Company since
August 1993. Mr. Gerber was Vice President and Corporate Controller of the
Company for more than five years prior thereto.
Patrick C. Hectorne, 44, has been Treasurer of the Company since August 1993.
Mr. Hectorne was Assistant Treasurer of the Company for more than five years
prior thereto.
Charles W. Hinson, 60, has been President, Store Planning of the Company for
more than five years.
Peter Z. Horvath, 39, has been Vice President and Chief Financial Officer -
Apparel Merchandise since January 1997. Mr. Horvath was Vice President and
Chief Financial Officer of Structure from June 1995 to January 1997 and Vice
President and Controller of Express from June 1992 to June 1995.
7
Kent A. Kleeberger, 45, has been Corporate Controller of the Company since July
1995. Mr. Kleeberger was Vice President and Controller at Victoria's Secret
Catalogue from February 1993 to June 1995 and Director of Accounting Operations
at Victoria's Secret Catalogue from August 1991 to January 1993 and Director of
Financial Reporting at The Limited, Inc. prior thereto.
Jack Listanowsky, 49, has been Vice President and Chief Sourcing and Production
Officer of the Company since March 1995. Mr. Listanowsky was Executive Vice
President, Manufacturing and Operations for Liz Claiborne, Inc. for more than
five years prior thereto.
Timothy B. Lyons, 50, has been Vice President, Taxes of the Company for more
than five years.
Edward G. Razek, 48, has been Vice President and Chief Marketing Officer of the
Company since November 1993. Mr. Razek was the Executive Vice President of
Marketing for Limited Stores for more than five years prior thereto.
Jon Ricker, 47, has been Vice President and Chief Information Officer of the
Company since February 1996. Mr. Ricker was Vice President and Chief
Information Officer for Bell South from mid-1993 until 1996 and Vice President,
Corporate Systems Development for Federal Express from 1990 to mid-1993.
Bruce A. Soll, 39, has been Vice President and Counsel of the Company for more
than five years.
All of the above officers serve at the pleasure of the Board of Directors of the
Company.
8
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 1996 and 1995, approximate number of holders of common
stock, and quarterly cash dividend per share information of the Company's common
stock for the fiscal years 1996 and 1995 is set forth under the caption "Market
Price and Dividend Information" on page 42 of the 1996 Annual Report and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data is set forth under the caption "Financial Summary" on
page 27 of the 1996 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"
on pages 28 through 33 of the 1996 Annual Report and is incorporated herein by
reference.
______________________________________________________
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share." SFAS No.
128 is effective for the Company's 1997 annual financial statements. The Company
is in the process of evaluating the impact of SFAS No. 128 on its financial
statements and expects to disclose the impact in the first quarter 10-Q.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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 1996 Annual Report and are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
9
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", "-
Information Concerning the Board of Directors" and "- Security Ownership of
Directors and Management" on pages 5 and 6 of the Company's proxy statement for
the Annual Meeting of Shareholders to be held May 19, 1997 (the "Proxy
Statement") and is incorporated herein by reference. Information regarding
compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended
is set forth under the caption "EXECUTIVE COMPENSATION - Section 16(a)
Beneficial Ownership Reporting Compliance" on page 12 of 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.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is set forth under the caption
"EXECUTIVE COMPENSATION" on pages 9 through 12 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 captions "ELECTION OF DIRECTORS - Security
Ownership of Directors and Management" on pages 1 through 6 of the Proxy
Statement and "PRINCIPAL HOLDERS OF VOTING SECURITIES" on page 17 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 captions "ELECTION OF DIRECTORS - Business Experience" on pages
2 and 3 of the Proxy Statement and "ELECTION OF DIRECTORS - Certain
Relationships and Related Transactions" on pages 7 and 8 of the Proxy Statement
and is incorporated herein by reference.
10
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 February 1,
1997, February 3, 1996 and January 28, 1995.
Consolidated Statements of Shareholders' Equity for the fiscal years ended
February 1, 1997, February 3, 1996 and January 28, 1995.
Consolidated Balance Sheets as of February 1, 1997 and February 3, 1996.
Consolidated Statements of Cash Flows for the fiscal years ended February
1, 1997, February 3, 1996 and January 28, 1995.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
(a)(2) List of Financial Statement Schedules.
--------------------------------------
The following consolidated financial statement schedule of The Limited,
Inc. and subsidiaries is filed as part of this report pursuant to ITEM
14(d):
II. Valuation and Qualifying Accounts
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 the schedule have
been omitted because the information is not applicable.
(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").
11
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. 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.
4.3. 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.
4.4. 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.
4.5. Copy of the form of Global Security representing the Company's
7.80% Notes due May 15, 2002, incorporated by reference to the
Company's Current Report on Form 8-K dated February 27, 1992.
4.6. 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 (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").
4.7. Proposed form of Debt Warrant Agreement for Warrants not attached
to Debt Securities, with proposed form of Debt Warrant
Certificate incorporated by reference to Exhibit 4.3 to the 1993
Form S-3.
4.8. Credit Agreement dated as of December 15, 1995 among the Company,
Morgan Guaranty Trust Company of New York and the banks listed
therein, incorporated by reference to Exhibit 4.8 to the
Company's 1995 Annual Report on Form 10-K.
12
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 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
incorporated by reference to Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the year ended January 30, 1993.
10.10. 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).
13
10.11. Supplemental schedule of director who became party to an
Indemnification Agreement effective January 27, 1996
incorporated by reference to Exhibit 10.12 to the 1995
Form 10-K.
10.12. Supplemental schedule of officer who became party to an
Indemnification Agreement effective March 20, 1996 incorporated
by reference to Exhibit 10.13 to the 1995 Form 10-K.
10.13. Contingent Stock Redemption Agreement dated as of January 26,
1996 among the Company, Leslie H. Wexner and The Wexner
Children's Trust.
10.14. Amendment dated July 19, 1996 to the Contingent Stock
Redemption Agreement dated as of January 26, 1996 among the
Company, Leslie H. Wexner and The Wexner Children's Trust.
10.15. Supplemental schedule of officer who became party to an
Indemnification Agreement effective March 7, 1996 incorporated
by reference to Exhibit 10.16 to the 1995 Form 10-K.
10.16. Supplemental schedule of officer who became party to an
Indemnification Agreement effective February 1, 1996
incorporated by reference to Exhibit 10.17 to the 1995
Form 10-K.
10.17. The 1997 Restatement of The Limited, Inc. 1993 Stock Option and
Performance Incentive Plan incorporated by reference to Exhibit
B to the Company's Proxy Statement dated April 14, 1997.
10.18. The Limited, Inc. 1996 Stock Plan for Non-Associate Directors
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 2,
1996.
10.19. The Limited, Inc. Incentive Compensation Performance Plan
incorporated by reference to Exhibit A to the Company's Proxy
Statement dated April 14, 1997.
10.20. Supplement schedule of officer who became party to an
Indemnification Agreement effective February 3, 1997.
11. Statement re Computation of Per Share Earnings.
12. Statement re Computation of Ratio of Earnings to Fixed Charges.
13. Excerpts from the 1996 Annual Report to Shareholders including
"Financial Summary", "Management's Discussion and Analysis" and
"Financial Statements and Notes" on pages 27 - 42.
21. Subsidiaries of the Registrant.
14
23. Consent of Independent Accountants.
24. Powers of Attorney.
27. Financial Data Schedule.
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 1996.
(c) Exhibits.
---------
The exhibits to this report are listed in section (a)(3) of Item 14
above.
(d) Financial Statement Schedule
----------------------------
The financial statement schedule filed with this report is listed in
section (a) (2) of Item 14 above.
15
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 29, 1997
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 May 1, 1996:
Signature Title
--------- -----
/s/ LESLIE H. WEXNER* Chairman of the Board of Directors,
- --------------------------- President and Chief Executive Officer
Leslie H. Wexner
/s/ KENNETH B. GILMAN Director, Vice Chairman,
- --------------------------- Chief Financial Officer and
Kenneth B. Gilman Principal Accounting Officer
/s/ BELLA WEXNER* Director
- ---------------------------
Bella Wexner
/s/ MARTIN TRUST* Director
- ---------------------------
Martin Trust
/s/ EUGENE M. FREEDMAN* Director
- ---------------------------
Eugene M. Freedman
/s/ E. GORDON GEE* Director
- ---------------------------
E. Gordon Gee
/s/ DAVID T. KOLLAT* Director
- ---------------------------
David T. Kollat
/s/ CLAUDINE MALONE* Director
- ---------------------------
Claudine Malone
16
/s/ LEONARD A. SCHLESINGER* Director
- ---------------------------
Leonard A. Schlesinger
/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
17
[LETTERHEAD 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 February 1, 1997 and February 3, 1996, and for each of the
three fiscal years in the period ended February 1, 1997, which financial
statements are included on pages 34 through 41 of the 1996 Annual Report to
shareholders of The Limited, Inc. and incorporated by reference herein. We have
also audited the financial statement schedule for each of the two fiscal years
in the period ended February 3, 1996, listed in Item 14(a)(2) of this Form 10-K.
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule 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 February 1, 1997 and February 3, 1996, and the
consolidated results of their operations and their cash flows for each of the
three fiscal years in the period ended February 1, 1997 in conformity with
generally accepted accounting principles. In addition, in our opinion, the
financial statement schedule for each of the two fiscal years in the period
ended February 3, 1996 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 L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
February 24, 1997
Schedule II
-----------
THE LIMITED, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED
FEBRUARY 3, 1996 and JANUARY 28, 1995
(THOUSANDS)
Balance at Charged to Balance at
Beginning of Costs and Sale of End of
Fiscal Year Expenses Deductions WFNNB Fiscal Year
------------ ---------- ---------- ------- -----------
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
Fiscal year ended February 3, 1996 $44,946 91,424 (90,134)(A) (46,236)(B) $ -
============ ========== ========== ======= ===========
Fiscal year ended January 28, 1995 $34,897 72,725 (62,676)(A) $44,946
============ ========== ========== ======= ===========
(A) - Write-offs, net of recoveries
(B) - The Company sold a 60% interest in WFNNB in
1995; therefore, it is no longer a consolidated
subsidiary of the Company. See Note 2 to the
Consolidated Financial Statements for further
information.
EXHIBIT INDEX
-------------
Exhibit No. Document
- ----------- ----------------------------------
10.13. Contingent Stock Redemption Agreement dated as of January 26,
1996 among the Company, Leslie H. Wexner and The Wexner
Children's Trust.
10.14. Amendment dated July 19, 1996 to the Contingent Stock Redemption
Agreement dated as of January 26, 1996 among the Company, Leslie
H. Wexner and The Wexner Children's Trust.
10.20. Supplemental schedule of officer who became party to an
Indemnification Agreement effective February 3, 1997.
11 Statement re Computation of
Per Share Earnings.
12 Statement re Computation of Ratio of
Earnings to Fixed Charges.
13 Excerpts from the 1996 Annual Report to Shareholders including
"Financial Summary", "Management's Discussion and Analysis" and
"Financial Statements and Notes" on pages 27 through 42.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Powers of Attorney.
27 Financial Data Schedule.
99 Annual Report of The Limited, Inc. Savings and
Retirement Plan.