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Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 30, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number 1-8344

 


 

LIMITED BRANDS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   31-1029810

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

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) 415-7000

 


 

        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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  ¨

 

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

 

        Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, $.50 Par Value


 

Outstanding at December 3, 2004


    406,425,646 Shares

 



Table of Contents

LIMITED BRANDS, INC.

 

TABLE OF CONTENTS

 

               Page No.

Part I. Financial Information

    
     Item 1. Financial Statements     
          Consolidated Statements of Income for the Thirteen and Thirty-nine Weeks Ended October 30, 2004 and November 1, 2003    4
          Consolidated Balance Sheets as of October 30, 2004, January 31, 2004 and November 1, 2003    5
          Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended October 30, 2004 and November 1, 2003    6
          Notes to Consolidated Financial Statements    7
          Report of Independent Registered Public Accounting Firm    13
     Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition    14
     Item 3. Quantitative and Qualitative Disclosures About Market Risk    25
     Item 4. Controls and Procedures    25

Part II. Other Information

    
     Item 1. Legal Proceedings    26
     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds    27
     Item 6. Exhibits    28

 

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SAFE HARBOR STATEMENT UNDER THE PRIVATE

SECURITIES LITIGATION ACT OF 1995

 

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-Q (“Report”) or otherwise made by the Company or management of the Company involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Accordingly, the Company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and similar expressions may identify forward-looking statements. The following factors, among others, in some cases have affected and in the future could affect the Company’s financial performance and actual results and could cause actual results for 2004 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this Report or otherwise made by the Company or management: changes in consumer spending patterns, consumer preferences and overall economic conditions; the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities; our ability to service our debt, any debt we draw down under our credit facilities, and any other debt we incur, and the restrictions the agreements related to such debt impose upon us; the impact of competition and pricing; changes in weather patterns; political stability; postal rate increases and charges; paper and printing costs; risks associated with the seasonality of the retail industry; risks related to consumer acceptance of the Company’s products and the ability to develop new merchandise; the ability to retain, hire and train key personnel; risks associated with the possible inability of the Company’s manufacturers to deliver products in a timely manner; risks associated with relying on foreign sources of production, including risks related to the disruption of imports by labor disputes; and risks associated with the possible lack of availability of suitable store locations on appropriate terms. Investors should read Exhibit 99.1 to the Company’s Annual Report on Form 10-K, as well as the Company’s other filings with the Securities and Exchange Commission, for a more complete discussion of these and other factors that might affect the Company’s performance and financial results. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

 

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PART I— FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

LIMITED BRANDS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

 

(Thousands except per share amounts)

 

(Unaudited)

 

     Thirteen Weeks Ended

    Thirty-nine Weeks Ended

 
     October 30,
2004


    November 1,
2003


    October 30,
2004


    November 1,
2003


 

Net sales

   $ 1,890,855     $ 1,846,770     $ 6,079,890     $ 5,703,173  

Costs of goods sold, buying and occupancy

     (1,277,270 )     (1,251,317 )     (3,992,682 )     (3,793,433 )
    


 


 


 


Gross income

     613,585       595,453       2,087,208       1,909,740  

General, administrative and store operating expenses

     (560,440 )     (553,281 )     (1,687,748 )     (1,588,150 )
    


 


 


 


Operating income

     53,145       42,172       399,460       321,590  

Interest expense

     (13,234 )     (11,690 )     (36,924 )     (50,085 )

Interest income

     7,123       36,776       23,556       54,117  

Other income (loss)

     53,311       5,060       95,225       (2,501 )

Gains on investees’ stock

     —         128,356       17,617       208,042  
    


 


 


 


Income before income taxes

     100,345       200,674       498,934       531,163  

Provision for income taxes

     22,000       71,000       176,000       202,000  
    


 


 


 


Net income

   $ 78,345     $ 129,674     $ 322,934     $ 329,163  
    


 


 


 


Net income per basic share

   $ 0.17     $ 0.25     $ 0.67     $ 0.63  
    


 


 


 


Net income per diluted share

   $ 0.16     $ 0.25     $ 0.66     $ 0.63  
    


 


 


 


Dividends per share

   $ 0.12     $ 0.10     $ 0.36     $ 0.30  
    


 


 


 


 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

 

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LIMITED BRANDS, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

(Thousands)

 

     October 30,
2004


    January 31,
2004


    November 1,
2003


 
     (Unaudited)           (Unaudited)  
ASSETS                         

Current assets:

                        

Cash and equivalents

   $ 2,135,204     $ 3,130,347     $ 1,819,476  

Accounts receivable

     134,575       112,137       347,199  

Inventories

     1,561,651       943,426       1,387,599  

Other

     252,490       247,037       240,845  
    


 


 


Total current assets

     4,083,920       4,432,947       3,795,119  

Property and equipment, net

     1,551,351       1,460,331       1,485,653  

Goodwill

     1,310,868       1,310,868       1,310,868  

Trade names and other intangible assets, net

     435,634       440,990       444,160  

Other assets

     119,262       234,432       246,154  
    


 


 


Total assets

   $ 7,501,035     $ 7,879,568     $ 7,281,954  
    


 


 


LIABILITIES AND SHAREHOLDERS’ EQUITY                         

Current liabilities:

                        

Accounts payable

   $ 622,427     $ 427,740     $ 521,775  

Accrued expenses

     625,718       690,206       559,489  

Income taxes

     73,637       279,208       86,208  
    


 


 


Total current liabilities

     1,321,782       1,397,154       1,167,472  

Deferred income taxes

     142,083       134,351       112,786  

Long-term debt

     1,146,483       648,218       648,180  

Other long-term liabilities

     430,929       434,186       443,141  

Shareholders’ equity:

                        

Common stock

     261,926       261,926       261,926  

Paid-in capital

     1,646,774       1,673,910       1,684,361  

Retained earnings

     3,558,479       3,416,878       3,081,573  
    


 


 


       5,467,179       5,352,714       5,027,860  

Less: treasury stock, at average cost

     (1,007,421 )     (87,055 )     (117,485 )
    


 


 


Total shareholders’ equity

     4,459,758       5,265,659       4,910,375  
    


 


 


Total liabilities and shareholders’ equity

   $ 7,501,035     $ 7,879,568     $ 7,281,954  
    


 


 


 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

 

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LIMITED BRANDS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Thousands)

 

(Unaudited)

 

     Thirty-nine Weeks Ended

 
     October 30,
2004


    November 1,
2003


 

Operating activities:

                

Net income

   $ 322,934     $ 329,163  

Adjustments to reconcile net income to net cash used for operating activities:

                

Depreciation and amortization

     227,217       215,749  

Gain from early collection of long-term note receivable

     (24,857 )     —    

Gain on sale of third party warrants

     (65,668 )     —    

Gains on sale of investees’ stock

     (17,617 )     (208,042 )

(Gain) loss on sale of property

     (8,696 )     576  

Deferred income taxes

     (12,423 )     (16,191 )

Stock compensation

     5,360       15,564  

Loss on sale of joint ventures

     —         6,921  

Debt extinguishment costs

     —         5,548  

Change in assets and liabilities:

                

Accounts receivable

     (22,438 )     (1,493 )

Inventories

     (618,225 )     (421,163 )

Accounts payable and accrued expenses

     156,201       27,706  

Income taxes payable

     (165,381 )     (105,192 )

Other assets and liabilities

     22,843       (1,314 )
    


 


Net cash used for operating activities

     (200,750 )     (152,168 )
    


 


Investing activities:

                

Capital expenditures

     (364,827 )     (232,109 )

Proceeds from settlement of long-term note receivable

     75,000       —    

Proceeds from sale of Lerner warrants

     65,668       —    

Proceeds from sale of investees’ stock

     65,333       130,673  

Proceeds from sale of property

     23,797       —    

Other investing activities

     (4,820 )     5,752  
    


 


Net cash used for investing activities

     (139,849 )     (95,684 )
    


 


Financing activities:

                

Repurchase of common stock

     (1,114,650 )     (149,988 )

Dividends paid

     (175,456 )     (156,269 )

Repayment of long-term debt

     —         (250,000 )

Net proceeds from issuance of long-term debt

     498,150       350,000  

Proceeds from exercise of stock options and other

     137,412       10,553  
    


 


Net cash used for financing activities

     (654,544 )     (195,704 )
    


 


Net decrease in cash and equivalents

     (995,143 )     (443,556 )
    


 


Cash and equivalents, beginning of year

     3,130,347       2,263,032  
    


 


Cash and equivalents, end of period

   $ 2,135,204     $ 1,819,476  
    


 


 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

 

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LIMITED BRANDS, INC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

1. Basis of Presentation

 

Limited Brands, Inc. (the “Company” or “Limited Brands”) sells women’s intimate apparel, personal care products and women’s and men’s apparel, under various trade names through its specialty retail stores and direct response (catalogue and e-commerce) businesses.

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Investments in unconsolidated entities over which the Company exercises significant influence but does not have control are accounted for using the equity method. The Company’s share of the net income or loss of unconsolidated entities is included in other income (loss).

 

The consolidated financial statements as of and for the thirteen week and thirty-nine week periods ended October 30, 2004 and November 1, 2003 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s 2003 Annual Report on Form 10-K. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary for a fair statement of the results for the interim periods.

 

Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

 

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

2. Shareholders’ Equity and Earnings Per Share

 

At October 30, 2004, one billion shares of $0.50 par value common stock were authorized, 523.9 million were issued and 472.9 million were outstanding. At January 31, 2004, 523.9 million shares were issued and 518.1 million were outstanding. At November 1, 2003, 523.9 million shares were issued and 516.2 million were outstanding. In addition, ten million shares of $1.00 par value preferred stock were authorized, none of which were issued.

 

In April 2004, the Company completed a modified “Dutch Auction” tender offer under which the Company repurchased approximately 50.6 million shares of its outstanding common stock for $1 billion, or $19.75 per share.

 

In May 2004, the Board of Directors of the Company authorized the repurchase of $100 million of the Company’s common stock. The Company completed this $100 million repurchase in August 2004, repurchasing approximately 5.1 million shares of its common stock at an average price per share of approximately $19.42.

 

In August 2004, the Board of Directors of the Company authorized the repurchase of an additional $250 million of the Company’s common stock. Before this repurchase was superseded by the $2 billion tender offer announced in October 2004 (see Note 14), the Company had repurchased approximately 0.7 million shares of its common stock under this authorization for $14.6 million at an average price per share of approximately $21.04.

 

In January 2003, the Board of Directors of the Company authorized the repurchase of $150 million of the Company’s common stock. During the thirty-nine weeks ended November 1, 2003, the Company completed the $150 million repurchase by acquiring approximately 9.9 million shares of its common stock at an average price per share of approximately $15.

 

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Table of Contents

Earnings per basic share is computed based on the weighted average number of outstanding common shares. Earnings per diluted share includes the weighted average effect of dilutive options and restricted stock on the weighted average shares outstanding.

 

Weighted average common shares outstanding (thousands):

 

     Thirteen Weeks Ended

    Thirty-nine Weeks Ended

 
     October 30,
2004


    November 1,
2003


    October 30,
2004


    November 1,
2003


 

Common shares issued

   523,852     523,852     523,852     523,763  

Treasury shares

   (53,078 )   (6,769 )   (40,891 )   (3,772 )
    

 

 

 

Basic shares

   470,774     517,083     482,961     519,991  

Dilutive effect of stock options and restricted shares

   9,124     7,297     8,917     5,929  
    

 

 

 

Diluted shares

   479,898     524,380     491,878     525,920  
    

 

 

 

 

The quarterly computations of earnings per diluted share exclude options to purchase 0.9 million and 14.9 million shares of common stock for the thirteen weeks ended October 30, 2004 and November 1, 2003 and the year-to-date computation of earnings per diluted share excludes options to purchase 1.6 million and 20.2 million shares for 2004 and 2003, because the options’ exercise prices were greater than the average market price of the common shares during those periods.

 

3. Stock-based Compensation

 

The Company recognizes compensation expense associated with stock-based awards under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and related interpretations. Under APB No. 25, because the exercise price of the Company’s employee stock options is generally equal to the market price of the underlying stock on the date of grant, no compensation expense is recognized. Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” establishes an alternative method of expense recognition for stock-based compensation awards based on fair values.

 

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123:

 

     Thirteen Weeks Ended

    Thirty-nine Weeks Ended

 

(thousands except per share amounts)


   October 30,
2004


    November 1,
2003


    October 30,
2004


    November 1,
2003


 

Net income, as reported

   $ 78,345     $ 129,674     $ 322,934     $ 329,163  

Add: Stock compensation cost recorded, net of tax

     1,570       2,366       3,598       10,207  

Deduct: Stock compensation cost calculated under SFAS No. 123, net of tax

     (7,127 )     (9,598 )     (25,328 )     (29,843 )
    


 


 


 


Pro forma net income

   $ 72,788     $ 122,442     $ 301,204     $ 309,527  
    


 


 


 


Earnings per basic share, as reported

   $ 0.17     $ 0.25     $ 0.67     $ 0.63  

Earnings per basic share, pro forma

   $ 0.15     $ 0.24     $ 0.62     $ 0.60  

Earnings per diluted share, as reported

   $ 0.16     $ 0.25     $ 0.66     $ 0.63  

Earnings per diluted share, pro forma

   $ 0.15     $ 0.24     $ 0.62     $ 0.59  

 

4. Other Income (Loss)

 

Other income (loss) primarily includes the non-operating gains described below.

 

In March 2004, the Company recognized a $44.9 million gain resulting from (i) the early repayment of New York & Company’s (formerly Lerner) $75.0 million subordinated note held by the Company plus accrued interest of approximately $10 million (scheduled maturity was November 26, 2009) and (ii) New York & Company’s $20.0 million purchase of warrants representing approximately 13% of New York & Company’s common equity. The note and warrants were part of the consideration received by the Company for the sale of New York & Company in November 2002, and had a carrying value, including accrued interest, of $60.1 million.

 

In connection with the agreement to prepay the note and to purchase the warrants, as amended on August 5, 2004, New York & Company agreed to make an additional payment to Limited Brands if (i) New York & Company completed an initial public offering pursuant to a registration statement filed on or before December 31, 2004 or was sold pursuant to an agreement entered into on or before December 31, 2004 and (ii) the implied equity value of New York & Company based upon one of the above transactions exceeded $156.8 million. On May 24, 2004, New York & Company filed an initial registration statement with the SEC in connection with an initial public offering. This initial public offering was completed on October 7, 2004 and the agreed upon payment of $45.7 million was received by the Company on October 13, 2004, at which time the Company recognized a $45.7 million pretax, non-operating gain.

 

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5. Gains on Investees’ Stock

 

In July 2004, the Company sold its remaining ownership interest in Galyan’s Trading Company, Inc. (“Galyan’s”) for $65.3 million resulting in a pretax gain of $17.6 million. Prior to the sale of Galyan’s shares, the Company accounted for its investment using the equity method.

 

During the first quarter of 2003, the Company sold approximately one-half of its ownership in Alliance Data Systems Corporation (“ADS”) for $130.7 million resulting in a pretax gain of $79.7 million. During the third quarter of 2003, the Company sold its remaining interest in ADS for $192.9 million resulting in a pretax gain of $128.4 million. Prior to the sale of ADS shares, the Company accounted for its investment using the equity method.

 

6. Inventories

 

The fiscal year of the Company and its subsidiaries is comprised of two principal selling seasons: spring (the first and second quarters) and fall (the third and fourth quarters). Inventories are principally valued at the lower of average cost or market, on a weighted average cost basis, using the retail method. Inventory valuation at the end of the first and third quarters reflects adjustments for estimated inventory markdowns for the total selling season.

 

7. Property and Equipment, Net

 

Property and equipment, net consisted of (thousands):

 

     October 30,
2004


    January 31,
2004


    November 1,
2003


 

Property and equipment, at cost

   $ 3,838,025     $ 3,744,819     $ 3,762,684  

Accumulated depreciation

     (2,286,674 )     (2,284,488 )     (2,277,031 )
    


 


 


Property and equipment, net

   $ 1,551,351     $ 1,460,331     $ 1,485,653  
    


 


 


 

8. Trade Names and Other Intangible Assets, Net

 

Intangible assets, not subject to amortization, represent trade names of $411.0 million as of October 30, 2004, January 31, 2004 and November 1, 2003.

 

Intellectual property assets and other intangibles, subject to amortization, were as follows (thousands):

 

     October 30,
2004


    January 31,
2004


    November 1,
2003


 

Gross carrying amount

   $ 56,277     $ 56,117     $ 56,117  

Accumulated amortization

     (31,643 )     (26,127 )     (22,957 )
    


 


 


Intellectual property assets and other intangible assets, net

   $ 24,634     $ 29,990     $ 33,160  
    


 


 


 

The estimated annual amortization expense for these intangible assets is approximately $8 million each year through 2006 and approximately $5 million in 2007, at which time these intangible assets will be fully amortized.

 

9. Income Taxes

 

The provision for income taxes is based on the annual effective tax rate and also reflects a $16 million tax benefit primarily related to the favorable resolution of certain state tax matters during the third quarter of 2004. Income taxes paid during the thirty-nine weeks ended October 30, 2004 and November 1, 2003 approximated $353.4 million and $322.1 million, respectively. Income taxes payable included net current deferred tax liabilities of $49.5 million at October 30, 2004, $69.7 million at January 31, 2004 and $51.7 million at November 1, 2003.

 

The Company’s effective tax rate has historically reflected and continues to reflect a provision related to the undistributed earnings of foreign affiliates. Since 1995, the Internal Revenue Service (“IRS”) has assessed the Company for additional taxes and interest for the years 1992 to 2000 relating to the undistributed earnings of foreign affiliates. In September 1999, the United States Tax Court sustained the position of the IRS with respect to the 1992 year and, in connection with an appeal of that Tax Court judgment and related IRS assessments for subsequent years, the Company paid $122 million in taxes and interest for the years 1992 to 2000 that reduced deferred tax liabilities.

 

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In March 2002, the U.S. Court of Appeals for the Sixth Circuit ruled in favor of the Company, reversing the previous Tax Court judgment relating to the 1992 year. This ruling also applied to years 1993 and 1994. In the third quarter of 2003, the Company reached an agreement with the IRS regarding the computation of interest and recognized interest income of $30 million related to the Company’s appeal of the 1992 through 1994 years, of which $28 million was collected in the fourth quarter of 2003; the remaining balance reduced deferred tax liabilities. While the outcome cannot yet be determined, the Company is pursuing additional actions to obtain a refund of tax of up to $85 million plus interest related to the 1995 through 2000 years.

 

On October 22, 2004, the American Jobs Creation Act (the “Act”) was passed. The Act provides for a special one-time deduction of 85% of certain foreign earnings that are repatriated to the U.S. provided certain criteria are met. The Company has historically provided U.S. tax on all of its foreign earnings at the applicable tax rate. The Company is currently evaluating the impact of the Act which is contingent upon the resolution of the actions noted above related to the 1995 through 2000 years and upon meeting the provisions of the Act.

 

10. Long-term Debt

 

Unsecured long-term debt, net of unamortized discount, consisted of (thousands):

 

     October 30,
2004


   January 31,
2004


   November 1,
2003


6.125% $300 million Notes due December 2012

   $ 298,964    $ 298,870    $ 298,836

6.95% $350 million Debentures due March 2033

     349,366      349,348      349,344

5.25% $500 million Notes due November 1, 2014

     498,153      —        —  
    

  

  

     $ 1,146,483    $ 648,218    $ 648,180
    

  

  

 

On October 26, 2004, the Company issued $500 million of 5.25% notes utilizing a shelf registration statement, under which up to $500 million of debt securities, common and preferred stock, and other securities could be issued.

 

In the first quarter of 2003, the Company issued $350 million of 6.95% debentures due March 1, 2033 under a 144A private placement. The Company exchanged the privately held securities for securities registered with the SEC with identical terms through a non-taxable exchange offer. $0.5 million of securities were not exchanged and remain privately held.

 

Also in the first quarter of 2003, the Company redeemed its 7 1/2% debentures due 2023 at a redemption price equal to 103.16% of the principal amount, plus accrued interest through the call date. The early redemption of these securities resulted in a pretax charge of $13.4 million, comprised of the call premium and the write-off of unamortized deferred financing fees and discounts. This charge was included in interest expense in the Consolidated Statements of Income.

 

As of October 30, 2004, the Company had a 5-year $750 million unsecured revolving credit facility (the “Facility”), under which borrowings outstanding, if any, would be due July 13, 2006.

 

The Facility had several borrowing and interest rate options. Fees payable under the Facility were based on the Company’s long-term credit ratings, and were 0.125% of the committed amount per year.

 

The Facility required the Company to maintain certain specified fixed charge and debt to capital ratios. The Company was in compliance with these requirements at October 30, 2004.

 

The Facility was available to support the Company’s commercial paper and letter of credit programs, which are used from time to time to fund working capital and other general corporate requirements. The Company did not issue commercial paper or draw on the Facility during the thirty-nine weeks ended October 30, 2004. In addition, no commercial paper or amounts under the Facility were outstanding at October 30, 2004. The Facility was replaced with a $1 billion unsecured revolving credit facility effective November 22, 2004 (see Note 14).

 

Cash paid for interest during the thirty-nine weeks ended October 30, 2004 and November 1, 2003 was $37.3 million and $43.1 million, respectively.

 

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11. Commitments and Contingencies

 

In connection with the disposition of certain subsidiaries, the Company has remaining guarantees of approximately $403 million related to lease obligations of Abercrombie & Fitch, Too Inc., Galyan’s, Lane Bryant and New York & Company under the current terms of noncancelable leases expiring at various dates through 2015, unless extended or renewed. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate only to leases that commenced prior to the disposition of the subsidiaries. In certain instances, the Company’s guarantee may remain in effect if the term of a lease is extended. The Company believes the likelihood of material liability being triggered under these guarantees is remote.

 

Also, in connection with the Company’s investment in Easton Town Center, LLC (“ETC”), the Company has guaranteed $25 million of ETC’s $210 million secured bank loan.

 

Additionally, in June 1999, the Company issued a $31 million standby letter of credit, on which the City of Columbus, Ohio (the “City”) could draw solely to pay principal and interest on public bonds issued by the City for infrastructure development at Easton. In November 2004, the City determined that this letter of credit was no longer required and terminated the letter of credit agreement.

 

The Company is subject to various claims and contingencies related to lawsuits, income taxes, insurance, regulatory and other matters arising out of the normal course of business. Management believes that the ultimate liability arising from such claims or contingencies, if any, is not likely to have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

 

12. Shareholder Litigation

 

During 1999, shareholders of the Company filed a lawsuit against the Board of Directors and the Company, as nominal defendant, related to the Company’s June 1999 Tender Offer and the rescission of the Contingent Stock Redemption Agreement previously entered into by the Company with Leslie H. Wexner and The Wexner Children’s Trust. This matter has now been settled and the plaintiffs’ counsel has been awarded fees and expenses of $7 million. Mr. Wexner has agreed to contribute, through the forfeiture of stock options, the payment of cash or other consideration, an amount sufficient to limit the Company’s contribution to $3 million. The Company’s estimated cash contribution has not been paid and was included in accrued liabilities as of October 30, 2004 and January 31, 2004.

 

13. Segment Information

 

The Victoria’s Secret segment derives its revenues from sales of women’s intimate and other apparel, personal and beauty care products and accessories marketed primarily under the Victoria’s Secret brand name. Victoria’s Secret merchandise is sold through its stores and direct response (catalogue and e-commerce) businesses. The Bath & Body Works segment derives its revenues from the sale of personal care products and accessories and home fragrance products marketed primarily under the Bath & Body Works and White Barn Candle Company brand names. The Apparel segment derives its revenues from sales of women’s and men’s apparel through Express and Limited Stores.

 

Segment information for the thirteen and thirty-nine weeks ended October 30, 2004 and November 1, 2003 follows (thousands):

 

     Victoria’s
Secret


   Bath & Body
Works


   Apparel

    Other(a)

    Total

2004

                                    

Thirteen weeks:

                                    

Net sales

   $ 830,039    $ 349,984    $ 584,449     $ 126,383     $ 1,890,855

Operating income (loss)

     107,161      4,663      (17,801 )     (40,878 )     53,145

Thirty-nine weeks:

                                    

Net sales

   $ 2,761,986    $ 1,162,250    $ 1,776,921     $ 378,733     $ 6,079,890

Operating income (loss)

     447,392      90,583      8,659       (147,174 )     399,460

2003

                                    

Thirteen weeks:

                                    

Net sales

   $ 733,429    $ 320,301    $ 663,185     $ 129,855     $ 1,846,770

Operating income (loss)

     84,751      4,599      (8,863 )     (38,315 )     42,172

Thirty-nine weeks:

                                    

Net sales

   $ 2,454,001    $ 1,034,958    $ 1,867,719     $ 346,495     $ 5,703,173

Operating income (loss)

     370,639      73,303      2,771       (125,123 )     321,590

(a) Includes Corporate, Mast third party sales and Henri Bendel.

 

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14. Subsequent Events

 

On October 6, 2004, the Company announced that the Board of Directors of the Company had authorized the repurchase of $2 billion of the Company’s outstanding common stock through a modified “Dutch Auction” tender offer, which expired on November 22, 2004. Under this tender offer, the Company repurchased 69.0 million shares of common stock at a purchase price of $29 per share.

 

Upon the expiration of this tender offer on November 22, 2004, the Board of Directors announced a $500 million special dividend, or approximately $1.23 per share, payable to shareholders of record on December 22, 2004.

 

Also upon expiration of this tender offer, the Company replaced its existing $750 million unsecured revolving credit facility, with a new $1 billion unsecured revolving credit facility (the “Facility”). The Facility is available to support the Company’s commercial paper and letter of credit programs, which may be used from time to time to fund working capital and other general corporate requirements. Borrowings outstanding under the Facility, if any, are due in November 2009. Fees payable under the Facility are based on the Company’s long-term credit ratings, and are currently 0.15% of the committed amount per year.

 

In connection with this tender offer, the Company also borrowed $500 million under a term loan agreement that became effective in November 2004 (the “Term Loan”). The amount outstanding under the Term Loan agreement is due in quarterly installments of $25 million from March 2007 to December 2008 and $75 million from March 2009 to December 2009.

 

The Facility and the Term Loan have several interest rate options, which are based in part on the Company’s long-term credit ratings, and require the Company to maintain certain specified fixed charge and debt to earnings ratios.

 

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Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders

of Limited Brands, Inc:

 

We have reviewed the consolidated balance sheets of Limited Brands, Inc. and its subsidiaries (the “Company”) as of October 30, 2004 and November 1, 2003, the related consolidated statements of income for the thirteen and thirty-nine week periods ended October 30, 2004 and November 1, 2003, and the consolidated statements of cash flows for the thirty-nine week periods ended October 30, 2004 and November 1, 2003. These financial statements are the responsibility of the Company’s management.

 

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Limited Brands, Inc. and subsidiaries as of January 31, 2004, and the related consolidated statements of income, shareholders’ equity, and cash flows for the year then ended not presented herein, and in our report dated February 26, 2004 (except for Note 16 as to which the date is March 16, 2004), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 31, 2004, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ Ernst & Young LLP

 

Columbus, Ohio

November 18, 2004

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

Executive Overview

 

Limited Brands, Inc. (the “Company”) operates in the highly competitive specialty retail business. The Company sells women’s intimate apparel, personal care and beauty products and women’s and men’s apparel through its retail stores (primarily mall-based) and direct response (catalogue and e-commerce) businesses.

 

Strategy

 

In 2004, the Company has continued its focus on core intimate apparel, personal care and beauty product brands, while decreasing its reliance on the apparel businesses. The Company’s focus, similar to the consumer packaged goods industry, is on its core, prestige brands and on product innovation to support a strategy for continued growth.

 

The Company’s strategic agenda is to continue to focus on brands, talent and capability.

 

Brands

 

In the third quarter of 2004, the Company continued to see positive results from product extensions, including the launch of the Satin Angels “Uplift” bra, the rollout of the Pink product line and the continued growth of the beauty products business at Victoria’s Secret and the rollout of the Henri Bendel Home Fragrance product line at Bath & Body Works.

 

In addition, during the quarter the Company began testing two new stand-alone store concepts: C.O. Bigelow, focusing on upscale body care, face care, beauty and cosmetics products; and Henri Bendel, another entrant in the personal care, beauty and lingerie business.

 

The Company continues to concentrate on brand building activities by investing in store design and by implementing a more focused promotional strategy. Accordingly, during 2004, the Company has eliminated most of the promotional activity that discounts the entire store and has shifted its focus to more targeted product promotions combined with quarterly sale events. We believe these brand building activities have supported our brand repositioning strategy at all of our brands.

 

Talent

 

One of the Company’s key imperatives is to develop, retain and attract talent on a continuing basis. This talent pool is critical to enable the Company to develop and implement a wide range of ideas that are essential to its continued growth. Accordingly, the talent initiative continues to be a major focus of the Company and involves identifying and building the capabilities required to manage the business today and just as importantly, to manage the business the Company anticipates in the future.

 

Capability

 

The Company is focused on a number of initiatives to develop and improve operational capabilities, including: a Center-based creative team focused on new products and product extensions; the implementation of a new human resources system throughout the business in 2004; an enterprise-wide focus on the procurement of non-merchandise goods and services; and store operating initiatives which are intended to drive sales and labor productivity. The Company is also standardizing and upgrading our technology and processes in order to support the future growth of the business.

 

The Company’s strong financial position enabled it to deliver enhanced shareholder value by returning capital to its investors through three recent actions. In May 2004, the Company announced that its Board of Directors had authorized a $100 million share repurchase program. This share repurchase program was completed in August 2004. Also in August 2004, the Company announced that its Board of Directors had authorized an additional $250 million share repurchase program, under which $14.6 million in shares were repurchased. This repurchase program was superseded on October 6, 2004 when the Company announced that the Board of Directors of the Company had authorized a $2.5 billion recapitalization. In accordance with the plan, the Company repurchased $2 billion of the Company’s outstanding common stock through a modified “Dutch Auction” tender offer. Under this tender offer, which expired on November 22, 2004, the Company repurchased approximately 69 million shares of common stock at a purchase price of $29 per share. Upon expiration of this tender offer, the Company announced that the Board of Directors had approved a $500 million special dividend, or approximately $1.23 per share, payable to shareholders of record on December 22, 2004.

 

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Table of Contents

Third Quarter 2004 Results

 

In the third quarter of 2004, key economic indicators, including GDP growth, the unemployment rate and initial jobless claims continued to show signs of improvement over last year, while higher energy prices and a stagnant stock market contributed to declines in consumer sentiment. The Company’s third quarter operating results may have been impacted by the mixed external economic environment during the third quarter.

 

In the third quarter of 2004, net sales increased approximately 2% or $44 million, comparable store sales increased 1%, and operating income increased approximately 26% to $53 million compared to the third quarter of 2003.

 

For the thirty-nine week period ended October 30, 2004, net sales increased approximately 7% or $377 million, comparable store sales increased 6%, and operating income increased approximately 24% to $399 million compared to 2003.

 

The following summarized financial and statistical data compares reported results for the thirteen week and thirty-nine week periods ended October 30, 2004 and November 1, 2003:

 

     Third Quarter

    Year-to-Date

 
     2004

    2003

    Change

    2004

    2003

    Change

 

Net Sales (millions):

                                            

Victoria’s Secret Stores

   $ 632     $ 557     13 %   $ 2,007     $ 1,787     12 %

Victoria’s Secret Direct

     198       177     12 %     755       667     13 %
    


 


 

 


 


 

Total Victoria’s Secret

     830       734     13 %     2,762       2,454     13 %
    


 


 

 


 


 

Bath & Body Works

     350       320     9 %     1,162       1,035     12 %
    


 


 

 


 


 

Express

     450       504     (11 )%     1,374       1,431     (4 )%

Limited Stores

     135       159     (15 )%     403       437     (8 )%
    


 


 

 


 


 

Total apparel businesses

     585       663     (12 )%     1,777       1,868     (5 )%
    


 


 

 


 


 

Other (a)

     126       130     (3 )%     379       346     10 %
    


 


 

 


 


 

Total net sales

   $ 1,891     $ 1,847     2 %   $ 6,080     $ 5,703     7 %
    


 


 

 


 


 

Segment Operating Income (millions):

                                            

Victoria’s Secret

   $ 107     $ 85     26 %   $ 447     $ 371     20 %

Bath & Body Works

     5       5     0 %     90       73     23 %

Apparel

     (18 )     (9 )   (100 )%     9       3     200 %

Other (a)

     (41 )     (39 )   (5 )%     (147 )     (125 )   (18 )%
    


 


 

 


 


 

Total operating income

   $ 53     $ 42     26 %   $ 399     $ 322     24 %
    


 


 

 


 


 

 

     Third Quarter

    Year-to-Date

 
     2004

    2003

    2004

    2003

 

Comparable Store Sales (b):

                        

Victoria’s Secret

   13 %   5 %   11 %   4 %
    

 

 

 

Bath & Body Works

   9 %   3 %   13 %   2 %
    

 

 

 

Express

   (12 )%   (2 )%   (3 )%   (1 )%

Limited Stores

   (13 )%   0 %   (5 )%   (3 )%
    

 

 

 

Total apparel businesses

   (13 )%   (2 )%   (4 )%   (1 )%
    

 

 

 

Henri Bendel

   (4 )%   13 %   12 %   6 %
    

 

 

 

Total comparable store sales increase

   1 %   2 %   6 %   1 %
    

 

 

 


(a) Other includes Corporate, Mast and Henri Bendel.
(b) A store is included in the calculation of comparable store sales when it has been open 12 months or more and it has not had a change in selling square footage of 20% or more. Additionally, stores of a given brand are excluded if total selling square footage for the brand in the mall changes by 20% or more through the opening or closing of a second store.

 

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Table of Contents
     Third Quarter

    Year-to-Date

 
     2004

   2003

   Change

    2004

   2003

   Change

 

Segment Store Data:

                                        

Retail sales per average selling square foot:

                                        

Victoria’s Secret

   $ 132    $ 119    11 %   $ 420    $ 381    10 %

Bath & Body Works

   $ 98    $ 90    9 %   $ 327    $ 290    13 %

Apparel

   $ 77    $ 85    (9 )%   $ 233    $ 235    (1 )%

Retail sales per average store (thousands):

                                        

Victoria’s Secret

   $ 632    $ 551    15 %   $ 1,997    $ 1,765    13 %

Bath & Body Works

   $ 221    $ 197    12 %   $ 730    $ 635    15 %

Apparel

   $ 468    $ 495    (5 )%   $ 1,395    $ 1,374    2 %

Average store size at end of quarter (selling square feet):

                                        

Victoria’s Secret

     4,821      4,659    3 %                    

Bath & Body Works

     2,261      2,198    3 %                    

Apparel

     6,036      5,902    2 %                    

Selling square feet at end of quarter (thousands):

                                        

Victoria’s Secret

     4,826      4,710    2 %                    

Bath & Body Works

     3,577      3,565    0 %                    

Apparel

     7,545      7,891    (4 )%                    

 

     Third Quarter

    Year-to-Date

 
     2004

    2003

    2004

    2003

 

Number of Stores:

                        

Victoria’s Secret

                        

Beginning of period

   1,000     1,008     1,009     1,014  

Opened

   7     5     10     7  

Closed

   (6 )   (2 )   (18 )   (10 )
    

 

 

 

End of period

   1,001     1,011     1,001     1,011  
    

 

 

 

Bath & Body Works

                        

Beginning of period

   1,586     1,623     1,604     1,639  

Opened

   4     3     8     5  

Closed

   (8 )   (4 )   (30 )   (22 )
    

 

 

 

End of period

   1,582     1,622     1,582     1,622  
    

 

 

 

Apparel

                        

Beginning of period

   1,249     1,340     1,297     1,382  

Opened

   7     5     13     6  

Closed

   (6 )   (8 )   (60 )   (51 )
    

 

 

 

End of period

   1,250     1,337     1,250     1,337  
    

 

 

 

 

     Number of Stores

    Selling Square Feet (thousands)

 
     October 30,
2004


   November 1,
2003


   Change

    October 30,
2004


   November 1,
2003


   Change

 

Victoria’s Secret

   1,001    1,011    (10 )   4,826    4,710    116  

Bath & Body Works

   1,582    1,622    (40 )   3,577    3,565    12  

Express Women’s

   488    582    (94 )   3,020    3,654    (634 )

Express Men’s

   246    319    (73 )   997    1,294    (297 )

Express Dual Gender

   184    90    94     1,526    806    720  
    
  
  

 
  
  

Total Express

   918    991    (73 )   5,543    5,754    (211 )

Limited Stores

   332    346    (14 )   2,002    2,137    (135 )
    
  
  

 
  
  

Total apparel

   1,250    1,337    (87 )   7,545    7,891    (346 )
    
  
  

 
  
  

Henri Bendel

   2    1    1     37    35    2  
    
  
  

 
  
  

Total stores and selling square feet

   3,835    3,971    (136 )   15,985    16,201    (216 )
    
  
  

 
  
  

 

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Table of Contents

Net Sales

 

The change in net sales for the third quarter of 2004 compared to 2003 was as follows:

 

(Millions) Increase (decrease)


   Victoria’s
Secret


   Bath &
Body Works


   Apparel

    Other

    Total

 

2003 Net sales

   $ 734    $ 320    $ 663     $ 130     $ 1,847  

Comparable store sales

     61      26      (69 )     —         18  

Sales associated with new, closed and non-comparable remodeled stores, net

     14      4      (9 )     —         9  

Victoria’s Secret Direct

     21      —        —         —         21  

Mast third party sales and other

     —        —        —         (4 )     (4 )
    

  

  


 


 


2004 Net sales

   $ 830    $ 350    $ 585     $ 126     $ 1,891  
    

  

  


 


 


 

At Victoria’s Secret, the 13% increase in comparable store sales was primarily driven by incremental sales from the Pink product line, which had been rolled out to the majority of Victoria’s Secret stores by July 2004, and by continued growth in the bra category and the Beauty business. Sales increases in the bra category were driven by the re-launch of the Body by Victoria shaping full coverage bra and the introductions of the Satin Angels “Uplift” bra and the Body by Victoria shaping thin strap demi. Growth in the Beauty business was primarily driven by the continued success of the Very Sexy for Her 2 fragrance, and from continued growth in the Hair Care and Garden product lines. The 12% increase in net sales at Victoria’s Secret Direct was driven by growth in almost all product categories, including woven separates, bras and panties, knit tops, and denim.

 

At Bath & Body Works, the 9% increase in comparable store sales was primarily driven by sales growth for the Spa, Home Fragrance and Anti-bac product lines which was supported by either direct mail or in-store promotions.

 

At the apparel businesses, the 12% decrease in comparable store sales at Express reflects the continued focus on repositioning the Express brand to a regular priced business. From a category perspective, Express experienced declines in women’s knit tops and casual woven bottoms, as well as declines in men’s denim and knit tops, partially offset by increases in the women’s wear-to-work category. At Limited Stores, the 13% decrease in comparable store sales was primarily driven by declines in sweaters and knit tops.

 

The change in net sales for the thirty-nine weeks ended October 30, 2004 compared to November 1, 2003 was as follows:

 

(Millions) Increase (decrease)


   Victoria’s
Secret


   Bath &
Body Works


   Apparel

    Other

   Total

2003 Net sales

   $ 2,454    $ 1,035    $ 1,868     $ 346    $ 5,703

Comparable store sales

     183      122      (58 )     —        247

Sales associated with new, closed and non-comparable remodeled stores, net

     36      5      (33 )     —        8

Victoria’s Secret Direct

     89      —        —         —        89

Mast third party sales and other

     —        —        —         33      33
    

  

  


 

  

2004 Net sales

   $ 2,762    $ 1,162    $ 1,777     $ 379    $ 6,080
    

  

  


 

  

 

At Victoria’s Secret, the 11% increase in year-to-date comparable store sales was driven by growth in the bra category, particularly the Angels and Very Sexy sub-brands, the national launch of the Pink product line and the continued growth of the Beauty business. The 13% increase in net sales at Victoria’s Secret Direct was driven by growth in swimwear, woven separates, bras and knit tops.

 

At Bath & Body Works, the 13% increase in year-to-date comparable store sales was primarily driven by continued sales growth in Spa, Pure Simplicity, Home Fragrance and Anti-bac product lines.

 

At the apparel businesses, the 3% decrease in comparable store sales at Express reflects a repositioning of the brand to a regular priced business and was primarily driven by declines in women’s dresses, shorts, casual woven bottoms and knits categories, partially offset by increases in the women’s wear-to-work category. At Limited Stores, the 5% decrease in comparable store sales was primarily driven by the exit of the dress category, decreased incentive marketing activities and declines in sweaters and knit tops, partially offset by increases in pants and woven tops.

 

The net sales increase at Mast was primarily driven by an increase in volume of third party customer sales since the third quarter of 2003.

 

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Table of Contents

Gross Income

 

For the third quarter of 2004, the gross income rate (expressed as a percentage of net sales) increased slightly to 32.5% from 32.2% for the same period in 2003 primarily driven by leverage in buying and occupancy expense at Victoria’s Secret and Bath & Body Works. The decrease in the buying and occupancy rate resulted from leverage achieved on a comparable store sales increase of 9% at Bath & Body Works and a 12% increase in sales at Victoria’s Secret Direct. This decrease was partially offset by an increase in the buying and occupancy rate at apparel due to the inability to leverage expenses on a 13% decline in comparable store sales. Merchandise margins were flat compared to 2003, as an increase in the merchandise margin rate at Victoria’s Secret Direct was offset by declines at Bath & Body Works and apparel. The decrease in the merchandise margin rate at Bath & Body Works relates primarily to a change in product mix associated with higher sales of lower margin products. The decrease in the merchandise margin rate at apparel relates to markdowns on sweaters and woven tops at Limited Stores and increased markdowns to clear inventory at Express, as the business repositions its product assortment to include higher quality merchandise with higher price points.

 

The year-to-date gross income rate increased to 34.3% from 33.5% in 2003, driven by leverage in buying and occupancy expense at Bath & Body Works and an improved merchandise margin rate at Victoria’s Secret. The decrease in the buying and occupancy rate at Bath & Body Works resulted from leverage achieved on a comparable store sales increase of 13%. The improvement in the merchandise margin rate at Victoria’s Secret was primarily driven by improved performance for almost all product categories at Victoria’s Secret Direct, including swimwear, woven separates, bras, panties and knit tops.

 

General, Administrative and Store Operating Expenses

 

For the third quarter of 2004, the general, administrative and store operating expense rate (expressed as a percentage of net sales) improved to 29.6% from 30.0% last year. This improvement was primarily driven by the ability to leverage store selling expenses, the Company’s largest expense category, across all operating segments and by a decrease in benefits costs resulting from modifications to our benefit plan coverage. The rate improvement was partially offset by an increase in marketing costs related to increased “gift with purchase” programs at Victoria’s Secret and Bath & Body Works and increased spending on technology and process initiatives designed to improve our capabilities.

 

The year-to-date general, administrative and store operating expense rate remained flat at 27.8% for 2004 and 2003. Leverage on store selling expenses was offset by a reserve related to legal matters in the first quarter, an increase in incentive compensation costs due to performance gains over 2003, increased marketing costs and increased spending on technology and process initiatives.

 

Interest Expense

 

     Third Quarter

    Year-to-Date

 
     2004

    2003

    2004

    2003

 

Average borrowings (millions)

   $ 677.0     $ 650.0     $ 659.0     $ 705.1  

Average effective borrowing rate

     6.44 %     6.68 %     6.52 %     6.69 %

 

The Company incurred interest expense of $13.2 million for the third quarter of 2004 compared to $11.7 million for the same period in 2003. The increase resulted primarily from an increase in average borrowings compared to last year.

 

Year-to-date interest expense decreased to $36.9 million in 2004 from $50.1 million in 2003. The decrease in interest expense occurred because 2003 included a one time $13.4 million charge associated with the retirement of the Company’s $250 million 7 1/2% notes due in 2023. A decline in average borrowings and borrowing rates also contributed to the decrease.

 

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Other Non-operating Items

 

For the third quarter of 2004, interest income decreased to $7.1 million from $36.8 million in 2003. Year-to-date interest income decreased to $23.6 million from $54.1 million in 2003. The decrease in both the third quarter and the year-to-date interest income primarily relates to a $30.1 million interest refund received in the third quarter of 2003 related to a tax settlement (see Note 9 to the Consolidated Financial Statements).

 

For the third quarter of 2004, other income (loss) was $53.3 million compared to $5.1 million for the third quarter of 2003. Other income (loss) for the third quarter 2004 includes a $45.7 million gain related to the initial public offering of New York & Company (see Note 4 to the Consolidated Financial Statements) and $8.7 million in gains from the sale of property. Other income (loss) for the third quarter of 2003 includes a $6.9 million gain on the sale of the Structure trademark.

 

Year-to-date other income (loss) was $95.2 million compared to ($2.5) million in 2003. Year-to-date 2004 other income (loss) includes $90.6 million in gains relating to certain transactions with New York & Company described in Note 4 to the Consolidated Financial Statements and $8.7 million in gains from the sale of property. Year-to-date 2003 other income (loss) includes a $6.9 million gain related to the sale of the Structure trademark and a $6.9 million loss on the sale of certain Mast joint ventures.

 

Gains on Investees’ Stock

 

During the second quarter of 2004, the Company sold its remaining ownership interest in Galyan’s Trading Company, Inc. (“Galyan’s”) for $65.3 million resulting in a pretax gain of $17.6 million. Prior to the sale of Galyan’s shares, the Company accounted for its investment using the equity method.

 

During the first quarter of 2003, the Company sold approximately one-half of its ownership in Alliance Data Systems Corporation (“ADS”) for $130.7 million resulting in a pretax gain of $79.7 million. During the third quarter of 2003, the Company sold its remaining interest in ADS for $192.9 million resulting in a pretax gain of $128.4 million. Prior to the sale of ADS shares, the Company accounted for its investment using the equity method.

 

Provision for Income Taxes

 

The Company’s effective tax rate decreased to 21.9% for the third quarter of 2004 from 35.4% for the same period in 2003, and to 35.3% for year-to-date 2004 from 38.0% for the same period in 2003. The rate decrease is primarily due to the recognition of a $16 million tax benefit which is principally related to the favorable resolution of certain state tax matters during the third quarter of 2004.

 

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Adjusted Data

 

Adjusted income information provides non-GAAP financial measures and gives effect to certain significant transactions and events that impact the comparability of the Company’s results in 2004 and 2003. Specifically, adjusted income excludes certain non-operating items which do not relate to the core performance of the Company’s business and affect the comparability of current period results. Accordingly, the following table adjusts net income for such transactions and events in determining the adjusted results, and reconciles the adjusted results to net income reported in accordance with U.S. generally accepted accounting principles.

 

Management believes that the adjusted results provide useful information as to the Company’s underlying business performance and assessment of ongoing operations. The adjusted income information should not be construed as an alternative to the reported results determined in accordance with generally accepted accounting principles. Further, the Company’s definition of adjusted income information may differ from similarly titled measures used by other companies.

 

Reconciliation of Adjusted Income Information for the thirteen weeks ended October 30, 2004 and November 1, 2003 (thousands except per share amounts):

 

    

Thirteen Weeks Ended

October 30, 2004


   

Thirteen Weeks Ended

November 1, 2003


 
     Reported

    Adjustments

    Adjusted

    Reported

    Adjustments

    Adjusted

 

Net sales

   $ 1,890,855       —       $ 1,890,855     $ 1,846,770       —       $ 1,846,770  
    


 


 


 


 


 


Gross income

     613,585       —         613,585       595,453       —         595,453  
    


 


 


 


 


 


General, administrative and store operating expenses

     560,440       —         560,440       (553,281 )     —         (553,281 )
    


 


 


 


 


 


Operating income

     53,145       —         53,145       42,172       —         42,172  

Interest expense

     (13,234 )     —         (13,234 )     (11,690 )     —         (11,690 )

Interest income

     7,123       —         7,123       36,776       —         36,776  

Other income (loss)

     53,311     $ (45,668 )(a)     7,643       5,060       —         5,060  

Gain on investees’ stock

     —         —         —         128,356     $ (128,356 )(b)     —    
    


 


 


 


 


 


Income before income taxes

     100,345       (45,668 )     54,677       200,674       (128,356 )     72,318  

Provision for income taxes

     22,000       (17,000 )     5,000       71,000       (43,000 )     28,000  
    


 


 


 


 


 


Net income

   $ 78,345     $ (28,668 )   $ 49,677     $ 129,674     $ (85,356 )   $ 44,318  
    


 


 


 


 


 


Net income per diluted share

   $ 0.16             $ 0.10     $ 0.25             $ 0.08  
    


         


 


         


Weighted average shares outstanding

     479,898               479,898       524,380               524,380  
    


         


 


         



(a) The adjusted results for the thirteen weeks ended October 30, 2004 exclude a $45.7 million pretax, non-operating gain resulting from the initial public offering of New York & Company (See Note 4 to the Consolidated Financial Statements).
(b) The adjusted results for the thirteen weeks ended November 1, 2003 exclude a $128.4 million pretax, non-operating gain resulting from the sale of the Company’s remaining interest in Alliance Data Systems Corporation (see Note 5 to the Consolidated Financial Statements).

 

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Reconciliation of Adjusted Income Information for the thirty-nine weeks ended October 30, 2004 and November 1, 2003 (thousands except per share amounts):

 

    

Thirty-nine Weeks Ended

October 30, 2004


   

Thirty-nine Weeks Ended

November 1, 2003


 
     Reported

    Adjustments

    Adjusted

    Reported

    Adjustments

    Adjusted

 

Net sales

   $ 6,079,890       —       $ 6,079,890     $ 5,703,173       —       $ 5,703,173  
    


 


 


 


 


 


Gross income

     2,087,208       —         2,087,208       1,909,740       —         1,909,740  
    


 


 


 


 


 


General, administrative and store operating expenses

     (1,687,748 )     —         (1,687,748 )     (1,588,150 )     —         (1,588,150 )
    


 


 


 


 


 


Operating income

     399,460       —         399,460       321,590       —         321,590  

Interest expense

     (36,924 )     —         (36,924 )     (50,085 )     —         (50,085 )

Interest income

     23,556       —         23,556       54,117       —         54,117  

Other income (loss)

     95,225     $ (90,525 )(a)     4,700       (2,501 )     —         (2,501 )

Gains on investees’ stock

     17,617       (17,617 )(b)     —         208,042     $ (208,042 )(c)     —    
    


 


 


 


 


 


Income before income taxes

     498,934       (108,142 )     390,792       531,163       (208,042 )     323,121  

Provision for income taxes

     176,000       (40,000 )     136,000       202,000       (75,000 )     127,000  
    


 


 


 


 


 


Net income

   $ 322,934     $ (68,142 )   $ 254,792     $ 329,163     $ (133,042 )   $ 196,121  
    


 


 


 


 


 


Net income per diluted share

   $ 0.66             $ 0.52     $ 0.63             $ 0.37  
    


         


 


         


Weighted average shares outstanding

     491,878               491,878       525,920               525,920  
    


         


 


         



Notes to Reconciliation of Adjusted Income Information:

(a) The adjusted results for the thirty-nine weeks ended October 30, 2004 exclude a $44.9 million pretax, non-operating gain resulting from the early collection of a long-term note receivable and the sale of New York & Company warrants held by the Company and a $45.7 million pretax, non-operating gain resulting from the initial public offering of New York & Company (see Note 4 to the Consolidated Financial Statements).
(b) The adjusted results for the thirty-nine weeks ended October 30, 2004 exclude a $17.6 million pretax, non-operating gain resulting from the sale of the Company’s remaining ownership interest in Galyan’s (see Note 5 to the Consolidated Financial Statements).
(c) The adjusted results for the thirty-nine weeks ended November 1, 2003 exclude a $208.0 million pretax, non-operating gain resulting from the sale of the Company’s investment in Alliance Data Systems Corporation (see Note 5 to the Consolidated Financial Statements).

 

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FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

Cash generated from operating activities provides the primary resources to support current operations, projected growth, seasonal funding requirements and capital expenditures. In addition, the Company has funds available from an unsecured revolving credit facility as well as a commercial paper program which is backed by the credit facility. The Company did not issue commercial paper or draw on the credit facility during the thirty-nine weeks ended October 30, 2004 and November 1, 2003. However, changes in consumer spending patterns, consumer preferences and overall economic conditions could impact the availability of future operating cash flows.

 

A summary of the Company’s working capital position and capitalization follows (millions):

 

     October 30,
2004


   January 31,
2004


   November 1,
2003


Working capital

   $ 2,762    $ 3,036    $ 2,628
    

  

  

Capitalization:

                    

Long-term debt

   $ 1,146    $ 648    $ 648

Shareholders’ equity

     4,460      5,266      4,910
    

  

  

Total capitalization

   $ 5,606    $ 5,914    $ 5,558
    

  

  

Additional amounts available under credit agreements

   $ 750    $ 1,250    $ 1,250
    

  

  

 

The Company’s operations are seasonal in nature and consist of two principal selling seasons: spring (the first and second quarters) and fall (the third and fourth quarters). The fourth quarter, including the holiday period, typically accounts for approximately one-third of net sales for the year. Accordingly, cash requirements are highest in the third quarter as the Company’s inventory builds in anticipation of the holiday period, which generates a substantial portion of the Company’s operating cash flow for the year. The Company regularly evaluates its capital needs, financial condition and possible requirements for and uses of its cash.

 

Net cash used for operating activities was $200.8 million for the thirty-nine weeks ended October 30, 2004 versus $152.2 million used for the same period in 2003. The increase in cash used for operating activities relates primarily to an increase in inventory balances driven by new product offerings at Victoria’s Secret and an increase in core bath products and new product offerings at Bath & Body Works. The cash used for operating activities was partially offset by increases in net income excluding non-operating gains and accounts payable resulting from the inventory increase.

 

Net cash used for investing activities of $139.9 million for the thirty-nine weeks ended October 30, 2004 primarily included $364.8 million in capital expenditures, partially offset by cash inflows of $75.0 million from the collection of a long-term note receivable, $65.7 million from the sale of third party warrants, $65.3 million from the sale of investee’s stock and $23.8 million from the sale of property. Net cash used for investing activities of $95.7 million for the thirty-nine weeks ended November 1, 2003 primarily included $232.1 million in capital expenditures, partially offset by cash inflows of $130.7 million from the sale of approximately one-half of the Company’s investment in ADS.

 

Net cash used for financing activities of $654.5 million for the thirty-nine weeks ended October 30, 2004 primarily included (i) the repurchase of 50.6 million shares of common stock for $1.0 billion through the Company’s modified “Dutch Auction” tender offer in April 2004, (ii) cash payments of $100 million related to the repurchase of 5.1 million shares of common stock under the Company’s $100 million share repurchase program, (iii) cash payments of $14.6 million related to the repurchase of 0.7 million shares of common stock repurchased during the third quarter under the Company’s $250 million share repurchase program, and (iv) quarterly dividend payments of $0.12 per share or $175.5 million. These uses of cash were partially offset by $498 million in proceeds related to the issuance of the Company’s $500 million in 5.25% notes due 2014 and proceeds from the exercise of stock options. Net cash used for financing activities of $195.7 million for the thirty-nine weeks ended November 1, 2003 included the redemption of $250 million in debentures, quarterly dividend payments of $0.10 per share or $156.3 million and the repurchase of 9.9 million shares of common stock for $150.0 million, partially offset by the issuance of $350 million in long-term debt.

 

As a result of the Company’s evaluation of its cash position and capital structure, in October 2004, the Board of Directors of the Company authorized the repurchase of $2 billion of the Company’s outstanding common stock through a modified “Dutch Auction” tender offer, which expired on November 22, 2004. Under this tender offer, the Company repurchased approximately 69 million shares of common stock at a purchase price of $29 per share.

 

Upon the expiration of this tender offer on November 22, 2004, the Board of Directors announced a $500 million special dividend, or approximately $1.23 per share, payable to shareholders of record on December 22, 2004.

 

In connection with this tender offer, the Company issued $500 million in 5.25% notes due 2014 in October 2004. Additionally, in November 2004, a $500 million term loan agreement and a new $1 billion unsecured revolving credit

 

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facility, which replaced the Company’s existing $750 million facility, became effective. The Facility is available to support the Company’s commercial paper and letter of credit programs, which may be used from time to time to fund working capital and other general corporate requirements. Borrowings outstanding under the Facility, if any, are due in November 2009. Fees payable under the Facility are based on the Company’s long-term credit ratings, and are currently 0.15% of the committed amount per year.

 

Borrowings outstanding under the new revolving credit facility, if any, are due in November 2009. The amount outstanding under the Term Loan agreement is due in quarterly installments of $25 million from March 2007 to December 2008 and $75 million from March 2009 to December 2009.

 

The Facility and the Term Loan have several interest rate options, which are based in part on the Company’s long-term credit ratings, and require the Company to maintain certain specified fixed charge and debt to earnings ratios.

 

Capital Expenditures

 

Capital expenditures amounted to $364.8 million and $232.1 million for the thirty-nine weeks ended October 30, 2004 and November 1, 2003, of which approximately $332 million and $176 million, respectively, were for new stores and for the remodeling of and improvements to existing stores. Remaining capital expenditures were primarily related to information technology.

 

The Company anticipates spending approximately $500 million for capital expenditures in 2004, the majority of which relates to the remodeling of and improvements to existing stores. The increase in capital spending in 2004 is primarily driven by remodeling activities related to key initiatives including (i) our mall remodel strategy focused on high performance stores in the top markets, (ii) the introduction of the Pink product line at Victoria’s Secret and (iii) the Express Design Studio, a new wear-to-work assortment at Express. The Company expects that 2004 capital expenditures will be funded principally by net cash provided by operating activities.

 

Contingent Liabilities and Contractual Obligations

 

The Company’s contingent liabilities include approximately $403 million of remaining lease and lease related guarantees related to the divestiture of several former subsidiaries, as well as a $25 million guarantee related to the Company’s investment in Easton Town Center. As of October 30, 2004, the Company also had a $31 million standby letter of credit on which the City of Columbus, Ohio (the “City”) could draw solely to pay principal and interest on public bonds issued by the City for infrastructure development at Easton. In November 2004, the City determined that this letter of credit was no longer required and terminated the letter of credit agreement. These contingent liabilities are discussed further in Note 11 to the Consolidated Financial Statements.

 

The Company’s contractual obligations primarily consist of long-term debt, operating leases, purchase orders for merchandise inventory and other agreements to purchase goods and services that are legally binding and that require minimum quantities to be purchased. Except as noted below, there have been no significant changes in the Company’s contractual obligations since January 31, 2004, other than those which occur in the normal course of business (primarily changes in the Company’s merchandise inventory related purchase obligations, which fluctuate throughout the year as a result of the seasonal nature of the Company’s operations).

 

During 2004, the Company entered into two four-year telecommunication contracts related to national and international service which together require minimum spending of approximately $20 million per year through May 2008.

 

Impact of Inflation

 

The Company’s results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, the Company believes the effects of inflation, if any, on the results of operations and financial condition have been minor.

 

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Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an on-going basis, management evaluates its estimates and judgments, including those related to inventories, long-lived assets and contingencies. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Management has discussed the development and selection of the Company’s critical accounting policies and estimates with the Audit Committee of the Board of Directors and believes the following assumptions and estimates are most significant to reporting the Company’s results of operations and financial position.

 

Inventories - Inventories are valued at the lower of average cost or market, on a weighted average cost basis, using the retail method. The Company records a charge to cost of goods sold for all inventory on hand when a permanent retail price reduction is reflected in its stores. In addition, management makes estimates and judgments regarding, among other things, initial markup, markdowns, future demand and market conditions, all of which significantly impact the ending inventory valuation. Inventory valuation at the end of the first and third quarters reflects adjustments for estimated inventory markdowns for the spring (first and second quarters) and fall (third and fourth quarters) selling seasons. If actual future demand or market conditions are different than those projected by management, future period merchandise margin rates may be unfavorably or favorably affected. Other significant estimates related to inventory include shrink and obsolete and excess inventory which are also based on historical results and management’s operating projections.

 

Valuation of Long-lived Assets – Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Trade names are reviewed for impairment annually by comparing the fair value to the carrying value. Goodwill is reviewed annually for impairment by comparing each reporting unit’s carrying value to its fair value. Factors used in the valuation of long-lived assets, trade names and goodwill include, but are not limited to, management’s plans for future operations, brand initiatives, recent operating results and projected cash flows. If future economic conditions are different than those projected by management, additional impairment charges may be required.

 

Claims and Contingencies – The Company is subject to various claims and contingencies related to lawsuits, insurance, regulatory and other matters arising out of the normal course of business. The Company’s determination of the treatment of claims and contingencies in the financial statements is based on management’s view of the expected outcome of the applicable claim or contingency. The Company consults with legal counsel on matters related to litigation and seeks input from other experts both within and outside the Company with respect to matters in the ordinary course of business. The Company accrues a liability if the likelihood of an adverse outcome is probable and the amount is estimable. If the likelihood of an adverse outcome is only reasonably possible (as opposed to probable), or if an estimate is not determinable, disclosure of a material claim or contingency is made in the Notes to the Consolidated Financial Statements.

 

Income Taxes - Significant judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company’s tax returns are subject to audit by various domestic and foreign tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates resulting in a final tax outcome that may be materially different from that which is reflected in the Company’s Consolidated Financial Statements.

 

Revenue Recognition - While the Company’s recognition of revenue does not involve significant judgment, revenue recognition represents an important accounting policy of the Company. The Company recognizes revenue upon customer receipt of the merchandise, which for catalogue and e-commerce revenues reflects an estimate for shipments that have not been received by the customer based on shipping terms. The Company also provides a reserve for projected merchandise returns based on prior experience.

 

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The market risk of the Company’s financial instruments as of October 30, 2004 has not significantly changed since January 31, 2004. Information regarding the Company’s financial instruments and market risk as of January 31, 2004 is disclosed in the Company’s 2003 Annual Report on Form 10-K.

 

Item 4. CONTROLS AND PROCEDURES

 

Explanation of disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures were adequate and effective and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.

 

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred in our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II—OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

 

The Company is a defendant in a variety of lawsuits arising in the ordinary course of business.

 

In May and June 1999, purported shareholders of the Company filed three derivative actions in the Court of Chancery of the State of Delaware, naming as defendants the members of the Company’s Board of Directors and the Company, as nominal defendant. The operative complaint generally alleged that the rescission of the Contingent Stock Redemption Agreement previously entered into by the Company with Leslie H. Wexner and The Wexner Children’s Trust (the “Contingent Stock Redemption Agreement”) constituted a waste of corporate assets and a breach of the board members’ fiduciary duties, and that the issuer tender offer completed on June 3, 1999 was a “wasteful transaction in its own right.” On February 25, 2004, the parties agreed to a settlement of the litigation. Under the terms of the settlement, Mr. Wexner, his immediate family members and affiliated entities agreed not to tender any shares in the issuer tender offer commenced by the Company on February 27, 2004 and not to sell any shares of Limited Brands common stock for a period commencing February 25, 2004 and ending six months after completion of the tender offer. In addition, Mr. Wexner agreed to contribute to the Company an amount equal to one half of plaintiffs’ counsel fees and expenses awarded by the Court, with Mr. Wexner to contribute more than one half to the extent necessary to limit the Company’s contribution to $3 million. Such contribution may be effected through the forfeiture of stock options, the payment of cash or other consideration. On August 10, 2004, the Court of Chancery entered a judgment approving the settlement and awarding to plaintiffs counsel fees and expenses of $7 million, over the objections of two alleged shareholders of the Company. In September 2004, the objectors appealed the approval of the settlement and the award of fees and expenses to the Delaware Supreme Court. The plaintiffs and Mr. Wexner then reached a separate settlement with the objectors, pursuant to which the objectors agreed to dismiss their appeal. The Company has no additional obligations pursuant to this settlement with the objectors. The Delaware Court of Chancery has modified the final judgment to reflect this additional settlement, and the Delaware Supreme Court has granted the objectors’ request to dismiss their appeal. Accordingly, this matter is now fully resolved.

 

Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the Company’s legal proceedings are not expected to have a material adverse effect on the Company’s financial position or results of operations.

 

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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The following table outlines the Company’s repurchases of its common stock during the third quarter ended October 30, 2004:

 

Period


  

Total
Number of
Shares
Purchased

(1)


  

Average Price
Paid Per
Share

(2)


  

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs

(3)


  

Maximum

Number of Shares

(or approximate
Dollar value) that May
Yet Be

Purchased

(3)


August

   2,207,571    $ 19.54    2,179,800    $ 250,000,000

September

   708,308    $ 21.04    696,100    $ 235,355,320

October

   6,235    $ 23.95    —      $ 2,000,000,000
    
  

  
  

Total

   2,922,114    $ 19.91    2,875,900    $ 2,000,000,000
    
  

  
  


(1) The total number of shares repurchased primarily includes shares repurchased as part of publicly announced programs, with the remainder relating to shares repurchased in connection with (i) tax payments due upon vesting of employee restricted stock awards, and (ii) the use of the Company’s stock to pay the exercise price on employee stock options.
(2) The average price paid per share includes any broker commissions.
(3) On May 17, 2004, the Company announced that its Board of Directors had authorized the repurchase of $100 million of the Company’s common stock. Share repurchases under this authorization were completed in August 2004.

 

On August 19, 2004, the Company announced that its Board of Directors authorized an additional $250 million share repurchase program.

 

On October 6, 2004, the Company announced that its Board of Directors had authorized the repurchase of $2 billion of the Company’s common stock through a modified “Dutch Auction” tender offer, superseding the $250 million repurchase program.

 

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Item 6. EXHIBITS

 

 

Exhibits.

   
10.1   Five-Year Revolving Credit Agreement, dated as of October 6, 2004, among Limited Brands, Inc., the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Bank of America, N.A. and Citicorp North America, Inc., as Co-Syndication Agents, incorporated by reference to Exhibit 12(b)(i) to the Schedule TO filed by the Company with the Commission on October 7, 2004.
10.2   Term Loan Credit Agreement, dated as of October 6, 2004, among Limited Brands, Inc., the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Bank of America, N.A. and Citicorp North America, Inc., as Co-Syndication Agents, incorporated by reference to Exhibit 12(b)(ii) to the Schedule TO filed by the Company with the Commission on October 7, 2004.
10.3   Form of Aircraft Time Sharing Agreement between Limited Service Corporation and participating officers and directors.
15   Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Incorporation of Report of Independent Registered Public Accounting Firm.
31.1   Section 302 Certification of CEO.
31.2   Section 302 Certification of CFO.
32   Section 906 Certification (by CEO and CFO).

 

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SIGNATURE

 

Pursuant to the requirements 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.

 

LIMITED BRANDS, INC.

          (Registrant)

By:  

/s/ V. ANN HAILEY


   

V. Ann Hailey

Executive Vice President and

Chief Financial Officer*

 

Date: December 8, 2004


* Ms. Hailey is the principal financial officer and has been duly authorized to sign on behalf of the Registrant.

 

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