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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 [FEE REQUIRED]
For the fiscal year ended February 3, 1996
----------------
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
------
THE LIMITED, INC.
-----------------------------
(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 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 18, 1996: $5,448,463,287.
Number of shares outstanding of the registrant's Common Stock as of March 18,
1996: 270,731,095.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report to shareholders for the fiscal year
ended February 3, 1996 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 20, 1996 are incorporated by reference into Part
III.
PART I
ITEM 1. BUSINESS.
General.
The Limited, Inc., a Delaware corporation (the "Company", which term sometimes
includes Intimate Brands, Inc.), 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 divisions of the Company. Merchandise is targeted to
appeal to customers in specialty markets who have distinctive consumer
characteristics. The Company's women's apparel divisions 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, bed, bath, personal
care products, specialty gift items, children's apparel and a wide variety of
sporting goods.
Description of Operations.
General.
- -------
As of February 3, 1996, the Company operated the following divisions: (1)
Intimate Brands, Inc. ("IBI") (a corporation in which the Company holds an 83%
interest) which consists of three lingerie divisions including two retail
divisions and one catalogue division (Victoria's Secret Catalogue) and two
personal care divisions, (2) five women's apparel retail divisions, (3) the
Emerging divisions which consist of two men's apparel divisions, one children's
apparel division and one sporting goods division. The following chart reflects
the retail divisions and the number of stores in operation in each division at
February 3, 1996 and January 28, 1995.
2
RETAIL DIVISIONS NUMBER OF STORES
---------------- ----------------
February January
3, 1996 28, 1995
-------- --------
Women's
- -------
Express 737 716
Lerner New York 835 846
Lane Bryant 828 812
Limited Stores 689 709
Henri Bendel 4 4
-------- --------
Total Women's 3,093 3,087
Emerging
- --------
Structure 518 466
Abercrombie & Fitch Co. 100 67
The Limited Too 288 210
Galyan's Trading Co. 6 -
-------- --------
Total Emerging 912 743
Intimate Brands, Inc.
- ---------------------
Victoria's Secret Stores 671 601
Cacique 120 114
Bath & Body Works 498 318
Penhaligon's 4 4
-------- --------
Total Intimate Brands, Inc. 1,293 1,037
-------- --------
Total 5,298 4,867
======== ========
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
---- ------- -------- ------ ------ -----------
1991 3,760 - 484 (50) 4,194
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
The Company also operates 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 most of
the bath and personal care products sold by the Company.
3
During fiscal year 1995, the Company purchased merchandise from approximately
5,300 suppliers and factories located throughout the world. Approximately 55%
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 track 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 1995, the
highest inventory level approximated $1.436 billion at the November 1995 month-
end and the lowest inventory level approximated $943 million at the February
1995 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, World Financial Network National Bank ("WFNNB"), for customers of
Express, Lerner New York, Lane Bryant, Limited, Henri Bendel, Victoria's Secret
Stores, Victoria's Secret Catalogue, Structure and Abercrombie & Fitch. WFNNB
was 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
joint venture which will focus on providing 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., 1995 Annual Report to
Shareholders, portions of which are annexed hereto as Exhibit 13 (the "1995
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
divisions, including their respective target markets.
4
Women's
- -------
Express - Everyday European street fashion, as it is happening, 22-40 year old
women.
Lerner New York - Fashionable sportwear for the value-minded customer.
Lane Bryant - Fashionable sportwear, ready-to-wear, lingerie, accessories and
hosiery for the larger-sized (14 - 28) customer.
Limited - Classic American clothing for women, aged 25-45, who are sophisticated
versus trendy and who want clothing that's high-quality and versatile.
Henri Bendel - Fashion apparel, cosmetics, accessories and gifts for
professional women, aged 30-plus, from higher-income households.
Emerging
- --------
Structure - European-inspired sportswear and ready-to-wear, with a distinctive
American casual interpretation for 18-40 year old men.
Abercrombie & Fitch Co. - Natural American-style sportwear-casual, classic,
spirited-for young-minded men and women, aged 15-30.
Limited Too - American casual fashion for girls to age 14.
Galyan's - The "coolest" destination in sports retailing for sports enthusiasts
and wanna-be's of all ages and both genders.
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 divisions, is set forth under
the caption "Management's Discussion and Analysis" of the 1995 Annual Report
and is incorporated herein by reference.
Intimate Brands, Inc.
- ---------------------
Victoria's Secret Stores - Most successful brand of elegant intimate apparel,
foundations and related products for women aged 15 and above.
Cacique - Beautiful, high-quality, French-inspired lingerie for sophisticated
women, age 25-plus.
Victoria's Secret Catalogue - The premier catalogue of women's intimate apparel
and clothing presented in an aspirational lifestyle setting for women aged 18
and over.
Bath & Body Works - Healthy, natural, good-for-you personal care products and
gifts of superior efficacy and value from America's heartland for men and women
of all ages.
Penhaligon's - Highly desirable, world-class purveyor of classic scents and fine
English gifts for sophisticated, well-traveled men and women.
5
Competition.
The sale of apparel, 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 division competes with numerous
national and regional catalogue merchandisers in catalogue sales. 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 3, 1996, the Company employed approximately 104,000 associates,
74,500 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 operated 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 1996 and
2016 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.
6
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below is certain information regarding the executive officers of the
Company as of February 3, 1996.
Leslie H. Wexner, 58, 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, 49, 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.
Michael Weiss, 54, has been Vice Chairman of the Company since 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, 61, has been President of Mast Industries, Inc., a wholly-owned
subsidiary of the Company, for more than five years.
Arnold F. Kanarick, 55, 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, 61, has been Vice President, Internal Audit of the Company for
more than five years.
Alfred S. Dietzel, 64, has been Vice President, Financial and Public Relations
of the Company for more than five years.
Samuel P. Fried, 44, 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, 41, 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, 43, 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, 59, has been President, Store Planning of the Company for
more than five years.
Kent A. Kleeberger, 44, 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's Secret Catalogue from August 1991 to January 1993 and Director
of Financial Reporting at The Limited, Inc. prior thereto.
Jack Listanowsky, 48, 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.
7
Timothy B. Lyons, 49, has been Vice President, Taxes of the Company for more
than five years.
Edward G. Razek, 47, has been Vice President and Director of Marketing 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, 46, 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 and Vice President, Corporate
Systems Development for Federal Express from 1990 to mid-1993.
Bruce A. Soll, 38, 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.
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 1995 and 1994, approximate number of holders of common
stock, and quarterly cash dividend per share information of the Company's common
stock for the fiscal years 1995 and 1994 is set forth under the caption "Market
Price and Dividend Information" of the 1995 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
pages 40 and 41 of the 1995 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 1995 Annual Report and is incorporated herein by reference.
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 1995 Annual Report and are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
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 1 through 6 of the Company's proxy statement
for the Annual Meeting of Shareholders to be held May 20, 1996 (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.
9
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is set forth under the caption
"EXECUTIVE COMPENSATION" on pages 8 through 11 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 4 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 6 and 7 of the Proxy Statement
and is incorporated herein by reference.
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 3,
1996, January 28, 1995, and January 29, 1994.
Consolidated Balance Sheets as of February 3, 1996 and January 28, 1995.
Consolidated Statements of Shareholders' Equity for the fiscal years ended
February 3, 1996, January 28, 1995 and January 29, 1994.
Consolidated Statements of Cash Flows for the fiscal years ended February
3, 1996, January 28, 1995 and January 29,1994.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
10
(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").
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").
11
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.
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.
12
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).
10.12 Supplemental schedule of director who became party to an
Indemnification Agreement effective January 27, 1995 incorporated
by reference to Exhibit 10.12 to the 1994 Form 10-K.
10.13 Supplemental schedule of officer who became party to an
Indemnification Agreement effective March 20, 1995 incorporated
by reference to Exhibit 10.13 to the 1994 Form 10-K.
10.14 Form of Offer to Purchase dated February 1, 1996 incorporated by
reference to the Company's Tender Offer Statement on Schedule
13E-4 filed February 1, 1996.
10.15 Contingent Stock Redemption Agreement dated as of January 26,
1996 among the Company, Leslie H. Wexner and The Wexner
Children's Trust incorporated by reference to the Company's
Tender Offer Statement on Schedule 13E-4 filed February 1, 1996.
10.16 Supplemental schedule of officer who became party to an
Indemnification Agreement effective March 7, 1996.
10.17 Supplemental schedule of officer who became party to an
Indemnification Agreement effective February 1, 1996.
13
11. Statement re Computation of Per Share Earnings.
12. Statement re Computation of Ratio of Earnings to Fixed Charges.
13. Excerpts from the 1995 Annual Report to Shareholders including
"Financial Summary", "Management's Discussion and Analysis" and
"Financial Statements and Notes" on pages 40 - 61.
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.
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed during the fourth quarter of fiscal
year 1995.
(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.
14
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: May 1, 1996
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,
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/ EUGENE M. FREEDMAN* Director
- -----------------------
Eugene M. Freedman
15
/s/ E. GORDON GEE* Director
- --------------------------
E. Gordon Gee
/s/ THOMAS G. HOPKINS* Director
- --------------------------
Thomas G. Hopkins
/s/ DAVID T. KOLLAT* Director
- --------------------------
David T. Kollat
/s/ CLAUDINE MALONE* Director
- --------------------------
Claudine Malone
/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
16
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
17
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 3, 1996 and
January 28, 1995, and for each of the three fiscal years in the
period ended February 3, 1996, which financial statements are
included on pages 49 through 61 of the 1995 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 three 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 3, 1996 and January 28, 1995, and the consolidated
results of their operations and their cash flows for each of the
three fiscal years in the period ended February 3, 1996 in
conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule for
each of the three 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.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
February 26, 1996, except for paragraph 11
in Note 1 and Note 9, as to which the date is
March 18, 1996.
18
Schedule II
-----------
THE LIMITED, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED FEBRUARY 3, 1996,
JANUARY 28, 1995 AND JANUARY 29, 1994
( THOUSANDS)
Balance at Charged to Balance
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
============ ========== ======= ======== ===========
Fiscal year ended January 29, 1994 $24,973 50,803 (40,879)(A) $34,897
============ ========== ======= ======== ===========
(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.
19
EXHIBIT INDEX
-------------
Exhibit No. Document
- ----------- ----------------------------------------------------------------
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.
10.16 Supplemental schedule of officer who became party to an
Indemnification Agreement effective March 7, 1996.
10.17 Supplemental schedule of officer who became party to an
Indemnification Agreement effective February 1, 1996.
11 Statement re Computation of
Per Share Earnings.
12 Statement re Computation of Ratio of
Earnings to Fixed Charges.
13 Excerpts from the 1995 Annual Report to Shareholders including
"Financial Summary", "Management's Discussion and Analysis" and
"Financial Statements and Notes" on pages 40 - 61.
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.