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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 28, 1995
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-8344
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THE LIMITED, INC.
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(Exact name of registrant as specified in its charter)
Delaware 31-1029810
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
Three Limited Parkway, P.O. Box 16000, Columbus, Ohio 43216
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 479-7000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $.50 Par Value The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
the past 90 days. Yes X No
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
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Aggregate market value of the registrant's Common Stock held by non-affiliates
of the registrant as of March 24, 1995: $6,965,448,984.
Number of shares outstanding of the registrant's Common Stock as of March
24,1995: 357,202,512.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report to shareholders for the fiscal year
ended January 28, 1995 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 15, 1995 are incorporated by reference into Part
III.
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PART I
ITEM 1. BUSINESS.
GENERAL.
The Limited, Inc., a Delaware corporation (the "Company"), is principally
engaged in the purchase, distribution and sale of women's apparel, lingerie,
men's apparel, personal care products and children's apparel. The Company
operates an integrated distribution system which supports the Company's retail
activities. These activities are conducted under various trade names through the
retail stores and catalogue divisions of the Company. Merchandise is targeted to
appeal to customers in specialty markets who have distinctive consumer
characteristics. 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 and children's apparel. The Company's
wholly-owned credit card bank, World Financial Network National Bank, provides
credit services to customers of the retail and catalogue divisions of the
Company, as well as other affiliates of the Company.
DESCRIPTION OF OPERATIONS.
General.
As of January 28, 1995, the Company operated the following divisions: (1) five
women's apparel retail divisions, (2) three lingerie divisions including two
retail divisions and one catalogue division (Victoria's Secret Catalogue), (3)
two men's apparel divisions, and (4) two personal care divisions and one
children's apparel division. The following chart reflects the retail divisions
and the number of stores in operation in each division at January 28, 1995 and
January 29, 1994.
RETAIL DIVISIONS NUMBER OF STORES
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January 28, 1995 January 29, 1994
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Women's
Express 716 673
Lerner 846 877
Lane Bryant 812 817
The Limited 709 746
Henri Bendel 4 4
Lingerie
Victoria's Secret Stores 601 570
Cacique 114 108
Men's
Structure 466 394
Abercrombie & Fitch Co. 67 49
Personal Care & Children's
Bath & Body Works 318 194
Penhaligon's 4 7
The Limited Too 210 184
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Total 4,867 4,623
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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
---- ------- -------- ------ ------ -----------
1990 3,344 7 456 (47) 3,760
1991 3,760 - 484 (50) 4,194
1992 4,194 - 323 (92) 4,425
1993 4,425 - 322 (124) 4,623
1994 4,623 - 358 (114) 4,867
The Company also operates Mast Industries, Inc., a contract manufacturer and
apparel importer, and Gryphon Development, Inc. ("Gryphon"). Gryphon creates,
develops and contract manufactures most of the bath and personal care products
sold by the Company.
During fiscal year 1994, the Company purchased merchandise from approximately
4,000 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 allocate between foreign and domestic sources for
merchandise purchased domestically. No more than 5% of goods purchased
originated from any single manufacturer.
Most of the merchandise and related materials for the Company's stores is
shipped to the Company's distribution centers in the Columbus, Ohio area, where
the merchandise is received and inspected. The Company uses common and contract
carriers to distribute merchandise and related materials to its stores. The
Company's divisions generally have independent distribution capabilities and no
division receives priority over any other division. There are no distribution
channels between the divisions.
The Company's policy is to maintain sufficient quantities of inventory on hand
in its retail stores and distribution centers so that it can offer customers a
full selection of current merchandise. The Company emphasizes rapid turnover and
takes markdowns where required to keep merchandise fresh and current with
fashion trends.
The Company views the retail apparel market as having two principal selling
seasons, Spring and Fall. As is generally the case in the apparel industry, the
Company experiences its peak sales activity during the Fall season. This
seasonal sales pattern results in increased inventory and accounts receivable
during the Fall and Christmas selling periods. During fiscal year 1994, the
highest inventory level approximated $1.226 billion at the November 1994
month-end and the lowest inventory level approximated $750 million at the June
1994 month-end.
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Merchandise sales are paid for in cash, personal check or by credit cards issued
by the Company's wholly-owned credit card bank, World Financial Network National
Bank ("WFNNB"), for customers of Express, Lerner New York, Lane Bryant, The
Limited, Henri Bendel, Victoria's Secret Stores, Victoria's Secret Catalogue,
Structure and Abercrombie & Fitch Co., as well as credit cards issued by third
party banks and other financial institutions. Further information related to
WFNNB's loan balances and allowance for uncollectible accounts is contained in
Note 3 of the Notes To Consolidated Financial Statements included in The
Limited, Inc. 1994 Annual Report to Shareholders, portions of which are annexed
hereto as Exhibit 13 (the "1994 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.
Women's
EXPRESS - Express brings international women's sportswear and accessories with a
distinctive European point of view to fashion-forward women in a spirited
continental store environment.
LERNER NEW YORK - Lerner New York is a moderate-priced specialty retailer of
conventional women's sportswear, ready-to-wear and coats.
LANE BRYANT - Lane Bryant focuses on sportswear, ready-to-wear, coats and
intimate apparel for the fashion-conscious large size woman.
THE LIMITED - The Limited offers a full range of fashion-forward private label
sportswear, ready-to-wear and accessories for women.
HENRI BENDEL - Henri Bendel offers glamorous and sophisticated women's fashions
in an exclusive shopping environment.
Lingerie
VICTORIA'S SECRET STORES - Victoria's Secret Stores offers lingerie, beautiful
fragrances and romantic gifts in an atmosphere of "pure indulgence."
CACIQUE - Cacique offers fashion lingerie and gifts in an European shopping
environment.
VICTORIA'S SECRET CATALOGUE - Victoria's Secret Catalogue sells women's
lingerie, sportswear and ready-to-wear via catalogue.
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Men's
STRUCTURE - Structure offers a men's sportswear collection with a distinct
international flavor. The store environment mixes classic Palladian and modern
architectural styles to appeal to men with a good sense of fine design.
ABERCROMBIE & FITCH CO. - Abercrombie & Fitch provides spirited traditional
sportswear for young-thinking men and women.
Personal Care & Children's
BATH & BODY WORKS - Bath & Body Works provides personal care products for women
and men.
PENHALIGON'S - Penhaligon's designs, distributes, wholesales and retails a
variety of perfumes, toiletries, grooming accessories and antique silver gifts.
THE LIMITED TOO - The Limited Too offers fashionable casual sportswear for
girls.
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 1994 Annual Report and
is incorporated herein by reference.
COMPETITION.
The sale of apparel and personal care products through retail stores is a highly
competitive business with numerous competitors, including individual and chain
fashion specialty stores and department stores. Design, price and quality are
the principal competitive factors in retail store sales. The Company's catalogue
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 January 28, 1995, the Company employed approximately 105,600 associates,
72,400 of whom were part-time. In addition, temporary associates are hired
during peak periods, such as the Christmas season.
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RECENT DEVELOPMENT.
On March 28, 1995, the Company announced that the Board of Directors has
authorized management to explore and refine the following plan over the next few
months:
- - First, the Company intends to create, out of its existing operations,
two new entities. The Company expects that each will be 85-90% owned by
The Limited, Inc., with the balance owned by public shareholders. These
entities would initially be grouped based on complementary operations
and opportunity. The first one is likely to contain the lingerie and
personal care businesses: Victoria's Secret Stores, Cacique, Victoria's
Secret Catalogue, Bath & Body Works, Penhaligon's and Gryphon. The
other new entity is likely to contain the major women's apparel
businesses: Express, Lerner New York, Lane Bryant and The Limited.
- - Second, to allow the Company's credit card bank, WFNNB, to supplement
its capabilities, enhance its operations and aggressively pursue new
opportunities for growth, the Company intends to seek strategic
financial and marketing partners. This may involve selling a majority
interest to these partners.
- - Third, the Company's intention is to distribute the cash made
available as a result of these transactions to its shareholders. The
size of this special distribution will depend upon the outcome of these
transactions.
- - Finally, new ventures and the Company's other businesses -- Structure,
Abercrombie & Fitch Co., The Limited Too, Henri Bendel and Mast
Industries -- would continue to be wholly owned by The Limited, Inc.
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, Andover, Massachusetts and Kettering, Ohio.
The distribution and shipping facilities owned by the Company consist of seven
buildings located in Columbus, Ohio, comprising approximately 5.2 million square
feet. The operations of WFNNB are located in three leased facilities in the
Columbus area, which, in the aggregate, cover approximately 260,000 square feet.
Substantially all of the retail stores operated by the Company are located in
leased facilities, primarily in shopping centers throughout the continental
United States. The leases expire at various dates principally between 1995 and
2015 and generally do not have renewal options.
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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.
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
Set forth below is certain information regarding the executive officers of the
Company as of January 28, 1995.
Leslie H. Wexner, 57, 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, 48, 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, 53, 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, 60, has been President of Mast Industries, Inc., a wholly-owned
subsidiary of the Company, for more than five years.
Arnold F. Kanarick, 54, 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.
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Wade H. Buff, 60, has been Vice President, Internal Audit of the Company for
more than five years.
Alfred S. Dietzel, 63, has been Vice President, Financial and Public Relations
of the Company for more than five years.
Barry Erdos, 50, has been Vice President and Corporate Controller of the Company
since August 1993. Mr. Erdos was Executive Vice President and Chief Financial
Officer of the Company's Henri Bendel division for more than five years prior
thereto.
Samuel P. Fried, 43, has been Vice President and General Counsel of the Company
since November 1991. Mr. Fried was Vice President and General Counsel of Exide
Corporation, a manufacturer of automotive and industrial batteries, from
February 1987 to October 1991.
William K. Gerber, 40, 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, 42, 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, 58, has been President, Store Planning of the Company for
more than five years.
Jack Listanowsky, 47, has been Vice President and Chief Sourcing and Production
Officer of the Company since March 1995. Mr. Listanowsky was Executive Vice
President, Manufacturing and Operations for Liz Claiborne, Inc. for more than
five years prior thereto.
Timothy B. Lyons, 48, has been Vice President, Taxes of the Company for more
than five years.
Edward G. Razek, 46, 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.
Bruce A. Soll, 37, 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.
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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 1994 and 1993, approximate number of holders of common
stock, and quarterly cash dividend per share information of the Company's common
stock for the fiscal years 1994 and 1993 is set forth under the caption "Market
Price and Dividend Information" of the 1994 Annual Report and is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data is set forth under the caption "Financial Summary" of
the 1994 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 1994 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 1994 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" and "-
Information Concerning the Board of Directors" on pages 1 through 4 of the
Company's proxy statement for the Annual Meeting of Shareholders to be held May
15, 1995 (the "Proxy Statement") and is incorporated herein by reference.
Information regarding executive officers is set forth herein under the caption
"SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I. Information
regarding family relationships is set forth under the caption "PRINCIPAL HOLDERS
OF VOTING SECURITIES" on pages 13 and 14 of the Proxy Statement and is
incorporated herein by reference.
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ITEM 11. EXECUTIVE COMPENSATION.
Information regarding executive compensation is set forth under the caption
"EXECUTIVE COMPENSATION" on pages 6 through 8 of the Proxy Statement and is
incorporated herein by reference. Such incorporation by reference shall not be
deemed to specifically incorporate by reference the information referred to in
Item 402(a)(8) of Regulation S-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding the security ownership of certain beneficial owners and
management is set forth under the caption "ELECTION OF DIRECTORS - Security
Ownership of Directors and Management" on pages 4 and 5 of the Proxy Statement
and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding certain relationships and related transactions is set
forth under the caption "ELECTION OF DIRECTORS - Business Experience" on pages 2
and 3 of the Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) List of Financial Statements.
The following consolidated financial statements of The Limited, Inc. and
subsidiaries and the related notes are filed as a part of this report pursuant
to ITEM 8:
Consolidated Statements of Income for the fiscal years ended January
28, 1995, January 29, 1994 and January 30, 1993.
Consolidated Balance Sheets as of January 28, 1995 and January 29,
1994.
Consolidated Statements of Shareholders' Equity for the fiscal years
ended January 28, 1995, January 29, 1994 and January 30, 1993.
Consolidated Statements of Cash Flows for the fiscal years ended
January 28, 1995, January 29, 1994 and January 30, 1993.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
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(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 schedules 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 $900,000,000 Credit Agreement dated as of August 30,
1990 (the "Credit Agreement") among the Company,
Morgan Guaranty Trust Company of New York and certain
other banks (collectively, the "Banks"), incorporated
by reference to Exhibit 4.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
August 4, 1990, as amended by Amendment No. 1 dated
as of December 4, 1992, (reducing the aggregate
amount to $560,000,000) incorporated by reference to
Exhibit 4.8 to the Company's Quarterly Report on Form
10-Q for the quarter ended October 31, 1992.
4.3 $280,000,000 Credit Agreement dated as of December 4,
1992 (the "WFNNB Credit Agreement") among the World
Financial Network National Bank, the Company, the
Banks and Morgan Guaranty Trust Company of New York,
incorporated by reference to Exhibit 4.9 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended October 31, 1992.
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4.4 Conformed copy of the Indenture dated as of March 15,
1988 between the Company and The Bank of New York,
incorporated by reference to Exhibit 4.1(a) to the
Company's Current Report on Form 8-K dated March 21,
1989.
4.5 Copy of the form of Global Security representing the
Company's 8 7/8% Notes due August 15, 1999,
incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated August 14,
1989.
4.6 Copy of the form of Global Security representing the
Company's 9 1/8% Notes due February 1, 2001,
incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated February
6, 1991.
4.7 Proposed form of Debt Warrant Agreement for Warrants
attached to Debt Securities, with proposed form of
Debt Warrant Certificate incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement
on Form S-3 (File no. 33-53366) originally filed with
the Securities and Exchange Commission (the
"Commission") on October 16, 1992, as amended by
Amendment No. 1 thereto, filed with the Commission on
February 23, 1993 (the "1993 Form S-3").
4.8 Proposed form of Debt Warrant Agreement for Warrants
not attached to Debt Securities, with proposed form
of Debt Warrant Certificate incorporated by reference
to Exhibit 4.3 to the 1993 Form S-3.
4.9 Amendment No. 2 dated as of April 28, 1994 to the
Credit Agreement among the Company, Morgan Guaranty
Trust Company of New York and the Banks, incorporated
by reference to Exhibit 4.9 to the Company's
Quarterly report on Form 10-Q for the quarter ended
April 30, 1994.
4.10 Amendment No. 1 dated as of April 28, 1994 to the
WFNNB Credit Agreement among the Company, Morgan
Guaranty Trust Company of New York and the Banks,
incorporated by reference to Exhibit 4.10 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended April 30, 1994.
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").
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10.4 The Limited Deferred Compensation Plan incorporated
by reference to Exhibit 10.4 to the 1990 Form 10-K.
10.5 Form of Indemnification Agreement between the Company
and the directors and officers of the Company,
incorporated by reference to Exhibit A to the
Company's definitive proxy statement dated April 18,
1988 for the Company's 1988 Annual Meeting of
Shareholders held May 23, 1988.
10.6 Schedule of directors and officers who became parties
to Indemnification Agreements effective May 23, 1988,
incorporated by reference to Exhibit 19.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended October 29, 1988.
10.7 Supplemental schedule of officer who became a party
to an Indemnification Agreement effective May 23,
1988 incorporated by reference to Exhibit 10.7 to the
1988 Form 10-K.
10.8 Supplemental schedule of directors and officers who
became parties to Indemnification Agreements
incorporated by reference to Exhibit 19.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended August 1, 1992.
10.9 Supplemental schedule of officer who became party to
an Indemnification Agreement effective November 16,
1992 incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the year
ended January 30, 1993.
10.10 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.
10.13 Supplemental schedule of officer who became party to
an Indemnification Agreement effective March 20,
1995.
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11 Statement re Computation of Per Share Earnings.
12 Statement re Computation of Ratio of Earnings to Fixed Charges.
13 Excerpts from the 1994 Annual Report to Shareholders.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Powers of Attorney.
99 Annual Report of The Limited, Inc. Savings and Retirement Plan.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of
fiscal year 1994.
(c) Exhibits.
The exhibits to this report are listed in section (a)(3) of Item
14 above.
(d) Financial Statement Schedules
The financial statement schedule filed with this report is
listed in section (a)(2) of Item 14 above.
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SIGNATURES
Pursuant to the requirements of Section 13 or l5(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: April 25, 1995
THE LIMITED, INC.
(registrant)
By /s/ KENNETH B. GILMAN
----------------------------
Kenneth B. Gilman,
Vice Chairman and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 25, 1995:
Signature Title
--------- -----
/s/ LESLIE H. WEXNER* Chairman of the Board of Directors,
- ----------------------------- President and Chief Executive Officer
Leslie H. Wexner
/s/ KENNETH B. GILMAN Director, Vice Chairman,
- ----------------------------- Chief Financial Officer and
Kenneth B. Gilman Principal Accounting Officer
/s/ MICHAEL A. WEISS * Director and Vice Chairman
- -----------------------------
Michael A. Weiss
Director
- -----------------------------
Bella Wexner
/s/ MARTIN TRUST* Director
- -----------------------------
Martin Trust
/s/ EUGENE M. FREEDMAN* Director
- -----------------------------
Eugene M. Freedman
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/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
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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THE LIMITED, INC.
(exact name of registrant as specified in its charter)
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FINANCIAL STATEMENT SCHEDULES
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholders of
The Limited, Inc.
We have audited the consolidated financial statements of The Limited, Inc. and
Subsidiaries as of January 28, 1995, and January 29, 1994, and for each of the
three fiscal years in the period ended January 28, 1995, which financial
statements are included on pages 66 through 77 of the 1994 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 January 28, 1995, 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 January 28, 1995 and January 29, 1994, and the
consolidated results of their operations and their cash flows for each of the
three fiscal years in the period ended January 28, 1995 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 January 28, 1995 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 13, 1995
19
Schedule II
THE LIMITED, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED JANUARY 28, 1995,
JANUARY 29, 1994 AND JANUARY 30, 1993
(THOUSANDS)
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Fiscal Year Expenses Accounts Deductions Fiscal Year
------------ ---------- ---------- ---------- -----------
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
Fiscal year ended January 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
======= ====== == ========== ========
Fiscal year ended January 30, 1993 $24,678 40,026 - 39,731(A) $24,973
======= ====== == ========== ========
(A) - Write-offs, net of recoveries
20
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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THE LIMITED, INC.
(exact name of Registrant as specified in its charter)
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EXHIBITS
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21
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------------------------------
10.12 Supplemental Schedule of Director who Became Part to an
Indemnification Agreement.
10.13 Supplemental Schedule of Officer who Became Party to an
Indemnification Agreement.
11 Statement re Computation of Per Share Earnings.
12 Statement re Computation of Ratio of Earnings to Fixed
Charges.
13 Excerpts from the 1994 Annual Report to Shareholders.
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.