limited brands annual report 1998_full

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limited brands annual report 1998_full

  1. 1. 1998 ANNUAL REPORT
  2. 2. THE L I M I T E D , I N C. THREE LIMITED PARKWAY COLUMBUS, OHIO 43230 TEL 614 415 7000 March 18, 1999 Dear Partner, Thinking back, I don’t believe there has ever been a time when I’ve been more optimistic, excited, or motivated about the prospects for our brands. Not in the first phase of our growth, from 1963 to 1981, when we went from a single Limited store, with just a few employees, to hundreds of Limited stores, with thousands of Associate partners. Not in our second phase of growth, which ended around 1992, when we, at the center of the enterprise, operated essentially as venture capitalists. We used our leverage, and financial strength, to launch, and roll out, new businesses like Express, Structure and Bath & Body Works. And, we used it to acquire retail specialty businesses like Lerner New York, Lane Bryant, Abercrombie & Fitch and Victoria’s Secret. Certainly, this was a time of enormous growth and excitement. A time when we prided ourselves on building businesses, without building bureaucracy. Exciting times, both. But far different from today. I now see that neither the first, nor the second phase of our growth, as dynamic as they were, could sustain us into the future. We simply had not, in either phase, created the competencies, at the center, to lead a large and complex enterprise. In the early to mid ’90s, it became apparent that simply working harder at the same things was not going to allow us to reach our goals. We had to change. If you’ve read our annual reports over the last few years, you know that we’ve been engaged in a sweeping reassessment of every phase of our business. One where building brands became our “must win,” the critical initiative that affected every decision, and every action. Admittedly, this was not easy or casual work. I had to accept that our old model, one that had made us the preeminent specialty retailer for nearly two decades, was not the model for our future.
  3. 3. Our future was in brands. But, even as that decision was made, I had to ask if we, with the personnel we had in place, had the range and depth of skills to build brands. My conclusion was that in many areas we did not. So, about four years ago, we began to get the talent, and the processes, in place at the center to build a family of the world’s best fashion brands. Brands that could create sustained growth of shareholder value. We brought in a CFO with multibrand experience. Added several former presidents and top executives of powerful retail specialty brands. Formed a design organization with real expertise in applying fashion design to branding. Built a brand and creative services organization to apply best thinking to individual brand positions. Added expertise in stores, planning, information technology, production, internal and external communication and supply chain management. And formalized the process around how brands get built and sustained. It was not always comfortable or pretty. But I made a deliberate and aggressive decision that we would move on all fronts, ignoring the dissenters, the more deliberative and the past. Frankly, I didn’t believe we had the luxury of deliberative time. It was apparent to me that the success of most of the brands, and the survival of a few, depended on us getting the brand process in place fast, even if it wasn’t perfect. Fire, ready, aim. I believe I made the tough decision. And exactly the right decision. I can see it. In the way meetings are handled. In the discussions that are being held. In the dramatic improvement in merchandise quality. And the even more dramatic improvement in design. Marketing is tighter, and more pointed, than at any time in our history. Labels, hang tags, photography, our media and advertising, all are being edited against tightly defined brand positions. Individual brand CEOs, many of whom expressed varying degrees of skepticism when the program was first introduced, have embraced the process wholeheartedly. They should. The success of it is just beginning to be reflected in their profit, growth and margins— all the vital signs of healthy brands. And they, too, see a bigger and brighter future. One without constant markdowns or brand-eroding promotional tricks. One where the brand gets paid for its work. 2
  4. 4. I said, earlier, that I’m more optimistic than ever. But don’t mistake me for a starry-eyed optimist. That’s not how I see the world. Still, I can see what’s happening all around me. Just today, I left a four-hour meeting at Victoria’s Secret that would have been unthinkable two years ago. The heads of all three Victoria’s Secret divisions were there, along with the center’s heads of design, marketing, stores, display and planning. Merchants presented great fashion ideas, along with their design partners, that went out fourteen months. Marketers presented programs that took them out through Christmas. Backed by the best holiday display and packaging presentation I’ve ever seen at Victoria’s. Production people chimed in on how to get more goods, and get them faster. Ideas were discussed. New product concepts analyzed and dissected. How do we make it stronger? How do we make it better? How do we leverage the power of the brand? Where do we go from here?! It was, trust me, a wonderful meeting. One that will make money for the business, and for our shareholders. How do I know? Because the process has been in place at Victoria’s Secret for about a year, and it’s already paying dividends. The recent “Body by Victoria” launch was, really, the first integrated product launch that used the brand process from start to finish. And what a finish. Record-breaking unit-per-store sales. Overall business up over twenty percent. And, I believe, it will get better. So, that was today’s meeting. Yesterday was just as good. I reviewed a brand position for Express that has real teeth and sustainability. A powerful position that translates to every aspect of their brand, from store design, to advertising, down to the buttons on Express jeans. Profound brand work that can support the progress that Mike Weiss and his team have made in fashion. Work that can sustain Express, as a brand, far into the future. A brand position that their customers can relate to, and respond to. But that’s only two days. In truth, that kind of substantive discussion is taking place every day, in every part of the business. We have more resource, more talent and intellect, in our business now, than at any point in our history. And I am determined to mobilize our assets against the brands that offer the greatest growth potential. 3
  5. 5. Conversely, I will not tolerate losers. Losing businesses, and people, drain time, talent and capital. There is simply too much opportunity in the winners—the brands and the people—to allow that to happen. Accentuate the positive, eliminate the negative. Clearly, I have made tough decisions in the past, closing stores, or entire businesses, that could not meet our goals. And I will continue, when necessary, to make tough decisions. Furthermore, as things continue to improve, I will raise the bar. Continuously. Better brands. Best brands. Quality, in every aspect. I don’t believe bigger is better. I believe better is better. Period. In the end, are we creating value? For the business? For our shareholders? Judging from the reaction to our stock in the past eighteen months, we clearly are. As of this writing, our share price has more than doubled. I have to keep reminding people around here that this is a very good beginning. We’re getting traction. And, let me assure you, we will stay the course. We are on the right path. And, I’m more determined than ever to continue. The foundations have been built. The disciplines are in place. The talent is here. There’s a lot to be optimistic about. Sincerely, Leslie H. Wexner Chairman and Chief Executive Officer 4
  6. 6. our rands portfolio of The Limited, Inc. is building a the world’s best fashion brands. Brands that will maximize shareholder value, by eliciting strong consumer demand, across a variety of disciplines, demographics, and lifestyles. What follows is our1998 brand portfolio.
  7. 7. Brand Highlights 1998 1997 1996 Sales (in millions) $1,356 $1,189 $1,386 Comparable Store Sales 16% (15%) (6%) Sales per Average Selling Square Foot $293 $251 $298 Number of Stores 702 753 753 xpress international The Express promise: hot, new, fashion, as it’s happening in the world’s fashion capitals, to our base of young, hip, style-driven women.
  8. 8. erner york new Lerner New York has complete undergone a metamorphosis. Today, the stands for much brand more than just value. It’s cool women’s fashion with an urban feel, under the umbrella of the New brand. York & Company Brand Highlights 1998 1997 1996 Sales (in millions) $940 $946 $1,045 Comparable Store Sales 5% (5%) 8% Sales per Average Selling Square Foot $176 $162 $169 Number of Stores 643 746 784
  9. 9. full-figured women can look classy Finally, and sexy. And Lane Bryant’s Venezia Jeans Clothing Co. is leading the charge, with knit tops, sweaters, pants, jeans, and intimate apparel for women size 14 +. lane ryant Brand Highlights 1998 1997 1996 Sales (in millions) $933 $907 $905 Comparable Store Sales 5% 1% 0% Sales per Average Selling Square Foot $257 $235 $228 Number of Stores 730 773 832
  10. 10. he limited Brand Highlights 1998 1997 1996 Sales (in millions) $757 $776 $855 Comparable Store Sales 1% (7%) 3% Sales per Average Selling Square Foot $211 $200 $209 Number of Stores 551 629 663 revamped The Limited brand has every aspect of its design, display, and marketing to reflect its position of simple, sportswear sophisticated, modern to classic American women.
  11. 11. THE LIMITED
  12. 12. tructure Brand Highlights 1998 1997 1996 Sales (in millions) $610 $660 $660 Comparable Store Sales (8%) (3%) 7% Sales per Average Selling Square Foot $286 $310 $321 Number of Stores 532 544 542 classic American Structure designs sportswear for men. Incorporating the latest in fabric innovation with exacting street cool comfort, Structure fit and offers a unique fashion position that can be found nowhere else.
  13. 13. STRUCTURE
  14. 14. limitedl too only specialty store specifically developed The for fashion-aware, trend-setting young girls, Limited Too sells apparel and lifestyle and personal care products in a totally fun shopping environment. Brand Highlights 1998 1997 1996 Sales (in millions) $377 $322 $259 Comparable Store Sales 15% 20% 8% Sales per Average Selling Square Foot $380 $331 $277 Number of Stores 319 312 308
  15. 15. coolest interactive retail Galyan’s is the destination for sports enthusiasts and wannabes of all ages. From climbing walls, to rowing lakes, to basketball hoops, to putting greens, Galyan’s puts its customers in the action, and informed sales Associates keep them there. Brand Highlights 1998 1997 1996 Sales (in millions) $220 $160 $108 Comparable Store Sales 5% 0% 12% Sales per Average Selling Square Foot $274 $283 $293 Number of Stores 14 11 9 alyan’s trading co..
  16. 16. enri bendell Brand Highlights 1998 1997 1996 Sales (in millions) $40 $83 $91 Comparable Store Sales (12%) (13%) (5%) Sales per Average Selling Square Foot $909 $736 $904 Number of Stores 1 6 6 beautiful One of the most and fashionable shopping environments in Manhattan, Henri Fifth Avenue store Bendel’s is a mecca for modern, sophisticated, higher-income, thirty-something world. women from all over the
  17. 17. THE L IMITED, I N C.
  18. 18. ontents 3 FINANCIAL SUMMARY 4 MANAGEMENT’S DISCUSSION AND ANALYSIS 12 CONSOLIDATED STATEMENTS OF INCOME 12 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 13 CONSOLIDATED BALANCE SHEETS 14 CONSOLIDATED STATEMENTS OF CASH FLOWS 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 22 MARKET PRICE AND DIVIDEND INFORMATION 22 REPORT OF INDEPENDENT ACCOUNTANTS 23 COMPANY INFORMATION
  19. 19. “The Limited, Inc. is committed to building a family of the world’s best fashion brands to create sustained growth of shareholder value.”
  20. 20. FINANCIAL SUMMARY (Thousands except per share amounts, ratios and store and associate data) A 1998 A 1997 1996 A B E 1995 1994 A 1993 1992 B 1991 1990 1988 AE1989 Summary of Operations Net sales $9,346,911 $9,188,804 $8,644,791 $7,881,437 $7,320,792 $7,245,088 $6,944,296 $6,149,218 $5,253,509 $4,647,916 $4,070,777 Gross income $2,997,966 $2,817,977 $2,496,579 $2,087,532 $2,114,363 $1,958,835 $1,990,740 $1,793,543 $1,630,439 $1,446,635 $1,214,703 Operating income $2,437,473 $480,099 $636,067 $613,349 $798,989 $701,556 $788,698 $712,700 $697,537 $625,254 $467,418 Operating income as a percentage of sales 26.1% 5.2% 7.4% 7.8% 10.9% 9.7% 11.4% 11.6% 13.3% 13.5% 11.5% Adjusted operating income C $612,035 $798,989 C $698,939 $788,698 $712,700 $697,537 $625,254 $467,418 C$685,014 C$622,189 C$648,067 Adjusted operating income as a percentage of adjusted sales C 7.5% C 7.2% C 7.8% 10.9% C 9.6% 11.4% 11.6% 13.3% 13.5% 11.5% C7.5% Net income $2,053,646 $217,390 $434,208 $961,511 $448,343 $390,999 $455,497 $403,302 $398,438 $346,926 $245,136 Net income as a percentage of sales 22.0% 2.4% 5.0% 12.2% 6.1% 5.4% 6.6% 6.6% 7.6% 7.5% 6.0% Adjusted net income D $342,367 D $298,367 D $321,830 D $311,230 $448,343 D $389,382 D $446,380 $403,302 $398,438 $346,926 $245,136 Adjusted net income as a percentage of adjusted sales D 3.7% D 3.4% D 3.7% D 4.0% 6.1% D 5.4% D 6.4% 6.6% 7.6% 7.5% 6.0% Per Share Results Net income per basic share $8.52 $.80 $1.55 $2.69 $1.25 $1.09 $1.26 $1.12 $1.11 $.97 $.68 Net income per diluted share $8.32 $.79 $1.54 $2.68 $1.25 $1.08 $1.25 $1.11 $1.10 $.96 $.68 Adjusted net income per diluted share D $1.46 D $1.31 D $1.14 D $.87 $1.25 D $1.08 D $1.23 $1.11 $1.10 $.96 $.68 Dividends $.52 $.48 $.40 $.40 $.36 $.36 $.28 $.28 $.24 $.16 $.12 Book value $9.86 $7.50 $7.09 $9.01 $7.72 $6.82 $6.25 $5.19 $4.33 $3.45 $2.64 Weighted average diluted shares outstanding 246,319 274,483 282,053 358,371 358,601 363,234 363,738 363,594 362,044 361,288 360,186 Other Financial Information Total assets $4,549,708 $4,300,761 $4,120,002 $5,266,563 $4,570,077 $4,135,105 $3,846,450 $3,418,856 $2,871,878 $2,418,486 $2,145,506 Return on average assets 46% 5% 9% 20% 10% 10% 13% 13% 15% 15% 12% Adjusted return on average assets D 8% D 7% D 7% D 6% 10% D 10% D 12% 13% 15% 15% 12% Working capital $1,070,249 $937,739 $638,204 $2,018,960 $1,750,111 $1,513,181 $1,063,352 $1,084,205 $884,004 $685,524 $567,639 Current ratio 1.9 1.9 1.7 3.5 3.2 3.1 2.5 3.1 2.8 2.4 2.2 Capital expenditures $347,356 $362,840 $361,202 $374,374 $319,676 $295,804 $429,545 $523,082 $428,844 $318,427 $288,972 Long-term debt $550,000 $650,000 $650,000 $650,000 $650,000 $650,000 $541,639 $713,758 $540,446 $445,674 $517,952 Debt-to-equity ratio 25% 32% 34% 20% 24% 27% 24% 38% 35% 36% 55% Shareholders’ equity $2,233,303 $2,044,957 $1,922,582 $3,201,041 $2,760,956 $2,441,293 $2,267,617 $1,876,792 $1,560,052 $1,240,454 $946,207 Return on average shareholders’ equity 96% 11% 17% 32% 17% 17% 22% 23% 28% 32% 29% Adjusted return on average shareholders’ equity D 16% D 15% D 16% D 10% 17% D 17% D 22% 23% 28% 32% 29% Comparable store sales increase (decrease) 6% 0% 3% (2%) (3%) (1%) 2% 3% 3% 9% 8% Stores and Associates at End of Year Total number of stores open 5,382 5,640 5,633 5,298 4,867 4,623 4,425 4,194 3,760 3,344 3,497 Selling square feet 26,316,000 28,400,000 28,405,000 27,403,000 25,627,000 24,426,000 22,863,000 20,355,000 17,008,000 14,374,000 14,296,000 Number of associates 126,800 131,000 123,100 106,900 105,600 97,500 100,700 83,800 72,500 63,000 56,700 A Except for adjusted items in 1998 and 1997 as discussed in C and D below, includes the results of companies disposed of up to the disposition date. Effective May 19, 1998, Abercrombie & Fitch (“A&F”) was split off as an independent company. Effective April 30, 1989, the Company sold its Lerner Woman Division; effective August 31, 1993, the Company sold 60% of its interest in Brylane, Inc.; and effective January 31, 1996, the Company sold 60% of its interest in Alliance Data Systems. B Includes the results of Gryphon subsequent to June 1, 1991, when the Company acquired a controlling interest and Galyan’s subsequent to the July 2, 1995 acquisition date. C Excludes the effect on operating income of special and nonrecurring items of $1,740,030 in 1998, ($213,215) in 1997 and ($12,000) in 1996 (see Note 2 to the Consolidated Financial Statements), $1,314 in 1995 and $2,617 in 1993. Inventory liquidation charges of ($13,000) related to Henri Bendel store closings are also excluded from 1997 Additionally, in 1998 and 1997 . , adjusted amounts reflect the split-off of A&F as if it had occurred at the beginning of 1997 Adjusted sales were $9,190,576 and $8,667 . ,187 in 1998 and 1997 Presenting 1997 on a comparable . basis to 1996 (including A&F in 1997 results), adjusted operating income in 1997 was $706,314, and adjusted operating income as a percentage of sales was 7 .7%. D In addition to the items discussed in C above, excludes the effect on net income of the gain resulting from the initial public offerings of $8,606 for Brylane, Inc. in 1997 $118,178 for a 15.8% , interest in A&F in 1996 (see Note 1 to the Consolidated Financial Statements), $649,467 for a 16.9% interest in Intimate Brands, Inc. in 1995, and $9,117 for United Retail Group in 1992. Presenting 1997 on a comparable basis to 1996 (including A&F in 1997 results, with no adjustment to weighted average diluted shares outstanding), adjusted net income in 1997 was $341,199, adjusted net income as a percentage of sales was 3.7%, adjusted net income per diluted share was $1.24, adjusted return on average assets was 8% and adjusted return on average shareholders’ equity was 17%. E Fifty-three-week fiscal year. 3
  21. 21. • In the fourth quarter of 1998, IBI announced its intention to repur- MANAGEMENT’S DISCUSSION AND ANALYSIS Results of Operations chase up to $500 million of its common stock on a proportionate basis Net sales for the fourth quarter were $3.256 billion in 1998 and from both the open market and The Limited, Inc. The Limited owns $3.268 billion in 1997 Comparable store sales increased 6% for the . 84.5% of IBI. As of January 30, 1999, IBI had repurchased a total of quarter. Gross income was $1.180 billion in the fourth quarter of 1998 2.6 million shares for $95.5 million. versus $1.157 billion in 1997 and operating income was $484 million The following summarized financial data compares 1998 to the comparable periods for 1997 versus $200 million in 1997 Net income was $250.5 million in the . and 1996 (millions): fourth quarter of 1998 versus $85.3 million in 1997 and earnings per , % Change share were $1.07 versus $.31 in 1997 . 1998 1997 1996 1998-97 1997-96 During the fourth quarter of 1997 the Company recognized $276 , Net Sales million in special and nonrecurring charges and a $13 million cost Express $1,356 $1,189 $1,386 14% (14%) of sales charge for inventory liquidation at Henri Bendel. See the Lerner New York 940 946 1,045 (1%) (9%) “Special and Nonrecurring Items” and “Other Data” sections that Lane Bryant 933 907 905 3% 0% follow for further discussion of these charges and their impact on fourth quarter earnings. The Limited 757 776 855 (2%) (9%) Net sales for the year were $9.347 billion in 1998 versus $9.189 Structure 610 660 660 (8%) 0% billion in 1997 Gross income was $2.998 billion in 1998 versus $2.818 . Limited Too 377 322 259 17% 24% billion in 1997 and operating income was $2.437 billion in 1998 versus Other (principally Mast) 72 6 4 n/m n/m $480 million in 1997 In 1998, operating income included: 1) a $1.651 . Total Apparel businesses $5,045 $4,806 $5,114 5% (6%) billion tax-free gain from the split-off of Abercrombie & Fitch (“A&F”) Victoria’s Secret Stores 1,829 1,702 1,450 7% 17% as an independent public company effective May 19, 1998; 2) a Bath & Body Works 1,272 1,057 753 20% 40% $93.7 million gain from the sale of the Company’s remaining interest Victoria’s Secret Catalogue 759 734 684 3% 7% in Brylane, Inc. (“Brylane”), a catalogue retailer; and 3) a $5.1 million A Other 26 125 110 n/m n/m charge for severance and other associate termination costs at Henri Total Intimate Brands $3,886 $3,618 $2,997 7% 21% Bendel. In 1997 operating income included a $13 million inventory , Galyan’s Trading Co. 220 160 108 38% 48% liquidation charge at Henri Bendel and a $213.2 million net charge B Henri Bendel 40 83 91 (52%) (9%) consisting of the aforementioned fourth quarter charges of $276 mil- C Abercrombie & Fitch 156 522 335 (70%) 56% lion, partially offset by a $62.8 million third quarter net gain related Total net sales $9,347 $9,189 $8,645 2% 6% principally to the sale of approximately one-half of the Company’s investment in Brylane. Operating Income Net income for 1998 was $2.054 billion, or $8.32 per share, com- Apparel businesses $(11) $46 $156 n/m (71%) pared to $217.4 million, or $.79 per share last year. In addition to the Intimate Brands 681 572 470 19% 22% items described above, 1997 net income included a gain of $8.6 mil- lion in connection with the initial public offering (“IPO”) of Brylane. See Other 27 88 22 n/m n/m the “Other Data” section that follows for a discussion of the impact Subtotal 697 706 648 (1%) 9% of these items on annual earnings. Special items D 1,740 E (226) F(12) Business highlights for 1998 include the following: Total operating income $2,437 $480 $636 • Intimate Brands, Inc. (“IBI”), led by strong performances at Bath & A Primarily Cacique sales prior to closing effective January 31, 1998. Body Works and Victoria’s Secret Stores, recorded earnings per share B Five of six Henri Bendel stores were closed by September 1998. of $1.59, compared to $1.14 in 1997. The 1997 earnings per share in- C The A&F business was split off effective May 19, 1998 via a tax-free exchange offer. Results up to this date are included in the consolidated financial statements. cluded special and nonrecurring charges of $.16 related to the closing D 1998 special and nonrecurring items: 1) a $1.651 billion tax-free gain on the split-off of A&F; of Cacique. Excluding the 1997 special and nonrecurring charges, IBI 2) a $93.7 million gain from the sale of the Company’s remaining interest in Brylane; and 3) a $5.1 million charge for severance and other associate termination costs related to the operating income increased 19% and net income increased 21%. closing of Henri Bendel stores. These special items relate to the “Other” category. • The apparel businesses reported comparable store sales increases E 1997 special and nonrecurring items: 1) an $89.0 million charge for the apparel businesses related to asset impairment and the closing and downsizing of certain stores; 2) a $67 .6 of 5% for the quarter and 6% for the year. Express and Limited Too led million charge for Intimate Brands related to the closing of the Cacique business (effective this performance with comparable store sales increases of 14% and January 31, 1998); and 3) a $107 million charge related to the closing of five of six Henri .4 Bendel stores, $62.8 million of income related to the gain from the sale of approximately 10% for the fourth quarter and 16% and 15% for the year. one-half of the Company’s interest in Brylane (net of a $12.5 million valuation adjustment • In May 1998, A&F was split off as a fully independent company via on an investment) and a $12.0 million write-down of a real estate investment to net realizable value, all of which relate to the “Other” category. Additionally, includes a $13.0 a tax-free exchange, pursuant to which The Limited shareholders ten- million inventory liquidation charge associated with the Henri Bendel closings. F1996 special and nonrecurring item: a $12.0 million charge for revaluation of certain assets in dered 47 million shares of The Limited stock in return for shares .1 connection with Intimate Brands’ April 1997 sale of Penhaligon’s. of A&F In connection with the exchange, the Company recorded a . n/m not meaningful $1.651 billion tax-free gain. • In the first quarter of 1998, the Company sold its remaining 2.6 million shares of Brylane for $51 per share, generating cash proceeds of $131 million and a gain of $93.7 million. 4
  22. 22. Net sales for the year were $9.347 billion in 1998 and $9.189 billion The following summarized financial data compares 1998 to the comparable periods for 1997 in 1997 A 6% comparable store sales increase was partially offset by the . and 1996: loss of A&F sales following the May 19, 1998 split-off and by a net reduc- 1998 1997 1996 tion in stores. Excluding A&F the Company added 246 new stores, , Comparable Store Sales remodeled 125 stores and closed 348 underperforming stores, 125 of Express 16% (15%) (6%) which were closed at or near year-end. This net reduction of 102 stores Lerner New York 5% (5%) 8% represents approximately 850,000 square feet of retail selling space. Lane Bryant 5% 1% 0% In 1998, IBI sales increased 7% to $3.886 billion, due to the net The Limited 1% (7%) 3% addition of 180 stores, representing 466,000 new retail selling square Structure (8%) (3%) 7% feet, and a 5% increase in comparable store sales. Bath & Body Works Limited Too 15% 20% 8% led IBI, with sales increasing 20% to $1.272 billion, primarily attribut- Total Apparel businesses 6% (5%) 1% able to the net addition of 140 new stores, representing 319,000 new Victoria’s Secret Stores 4% 11% 5% retail selling square feet, and a 7% increase in comparable store sales. Bath & Body Works 7% 11% 11% Overall, Bath & Body Works’ sales increase was primarily driven by the Total Intimate Brands 5% A11% A7% brand’s new, unique holiday product collections. Victoria’s Secret Galyan’s Trading Co. 5% 0% 12% Stores’ sales increased 7% to $1.829 billion. The sales increase was Henri Bendel (12%) (13%) (5%) primarily attributable to a 4% increase in comparable store sales, and the net addition of 40 new stores representing 147 ,000 new retail sell- Abercrombie & Fitch (through 5/19/98) 48% 21% 13% ing square feet. Victoria’s Secret Catalogue’s net sales increased 3% Total comparable store to $759 million in 1998, primarily due to a response rate increase for sales increase 6% 0% 3% the year. In 1998, the apparel businesses reported retail sales of $4.973 % Change billion, a 4% increase versus 1997 sales of $4.800 billion. Sales in- 1998 1997 1996 1998-97 1997-96 creased $167 million at Express and $55 million at Limited Too, Store Data primarily driven by comparable store sales increases of 16% and Retail sales increase 15%. Comparable store sales at Lerner New York and Lane Bryant attributable to new and remodeled stores increased 5%. The effect of these increases on total net sales was par- (1998 change excludes impact tially offset by an 8% comparable store sales decrease at Structure, 1% 6% 8% of closing Cacique) and the net reduction of 280 apparel stores, representing approxi- Retail sales per mately 1.5 million retail selling square feet, principally due to closures average selling square foot $312 $295 $285 6% 4% of underperforming locations. Retail sales per average 1997 versus 1996 store (thousands) $1,533 $1,478 $1,453 4% 2% Net sales for the fourth quarter of 1997 increased 10% to $3.268 billion Average store size from $2.966 billion in 1996, due to 5% comparable store sales gains, at end of year the impact of new and remodeled stores and increased catalogue sales. 4,890 5,035 5,043 (3%) 0% (selling square feet) Net sales for the year increased 6% to $9.189 billion in 1997 from Retail selling square feet at end of year $8.645 billion in 1996. Net sales at IBI increased $621 million due to 26,316 28,400 28,405 (7%) 0% (thousands) the net addition of 225 stores (excluding the impact of the Cacique and Penhaligon’s store closings), an 11% increase in comparable store Number of Stores sales and a 7% sales increase at Victoria’s Secret Catalogue. Addi- Beginning of year 5,640 5,633 5,298 tionally, A&F reported a $187 million sales increase driven by a 21% Opened 251 315 470 increase in comparable store sales. Disposed B (159) (4) — However, the 1997 sales increases at IBI and A&F were partially off- Closed (350) C (304) (135) set by sales in the apparel businesses, which declined $308 million End of year 5,382 5,640 5,633 from 1996. The decrease was due to a 5% decline in comparable store sales, and a net decrease of 125 stores, principally from closing un- A Includes Cacique sales prior to closing effective January 31, 1998. derperforming locations. Partially offsetting these declines was a B Represents the split-off of A&F effective May 19, 1998. C Includes 118 stores from the January 31, 1998 closing of Cacique. strong performance from Limited Too, which generated a $63 million sales increase from a 20% increase in comparable store sales. Net Sales Gross Income 1998 versus 1997 The fourth quarter of 1998 gross income rate (expressed as a per- Net sales for the fourth quarter were $3.256 billion in 1998, essentially centage of sales) increased to 36.2% from 35.4% for the same peri- flat compared to 1997 sales of $3.268 billion. A comparable store sales od in 1997 The rate increase was principally due to a 0.7% decrease . increase of 6% was offset by the loss of sales from A&F after its May in the buying and occupancy rate. The buying and occupancy rate 19, 1998 split-off. 5
  23. 23. .86 of a share of A&F common stock for each Limited share tendered. decrease was a result of sales leverage at IBI and the benefit from In connection with the exchange, the Company recorded a $1.651 bil- store closings at the apparel businesses. The fourth quarter of 1997 lion tax-free gain. The remaining 3.1 million A&F shares were distrib- gross income rate increased to 35.4% from 33.0% for the same peri- uted through a pro rata spin-off to Limited shareholders. od in 1996. The merchandise margin rate (representing gross income Also during 1998, the Company recognized a gain of $93.7 million before deduction of buying and occupancy costs) increased 2.3%, from the sale of its remaining interest in Brylane. This gain was principally due to improved initial markup (“IMU”). partially offset by a $5.1 million charge, in accordance with Emerg- For the year, the 1998 gross income rate increased to 32.1% from ing Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition 30.7% in 1997 The rate increase was primarily due to a 0.9% in- . for Certain Employee Termination Benefits, for severance and other ” crease in the merchandise margin rate and a 0.5% decrease in the associate termination costs related to the closing of five of six Henri buying and occupancy rate. The gains in the merchandise margin Bendel stores. The severance charge was paid in 1998. rate were due to an increase at the IBI businesses (the apparel During the fourth quarter of 1997 the Company recognized special , businesses experienced a decline). The buying and occupancy rate and nonrecurring charges of $276 million comprised of: declined at the IBI businesses as a result of sales leverage. The buy- • ing and occupancy rate also declined at the apparel business- A $68 million charge for the closing of the 118 store Cacique lingerie es due to sales leverage at Express and Limited Too, as well as business effective January 31, 1998. The amount was comprised of aggressive closings of oversized and unprofitable stores over the write-offs and liquidations of store assets and accruals related to can- past two years. cellations of merchandise on order and other exit costs such as sev- The 1997 gross income rate increased to 30.7% from 28.9% in 1996. erance, service contract termination fees and lease termination costs. • The merchandise margin rate increased 1.7%, principally due to improved An $82 million charge related to streamlining the Henri Bendel IMU, while the buying and occupancy rate was flat to the prior year. business from six stores to one store, write-offs of store assets, and accruals for contract cancellations and lease termination costs. • General, Administrative and Store Operating Expenses An $86 million impaired asset charge related to the apparel busi- The fourth quarter of 1998 general, administrative and store operating nesses and Henri Bendel, covering certain store locations where the expense rate (expressed as a percentage of sales) increased to carrying values were permanently impaired. • 21.4% from 20.8% for the same period in 1997 The rate increase was . A $28 million accrual for closing and downsizing oversized stores, pri- attributable to: 1) a 0.8% rate increase at IBI driven by investment in marily within the Limited Stores, Lerner New York, Lane Bryant and national advertising for Victoria’s Secret; 2) a lack of expense leverage Express businesses. • at Limited Stores and Structure; and 3) costs of direct mail and other A $12 million write-down to net realizable value of a real estate in- targeted marketing efforts at the apparel businesses. vestment previously acquired in connection with closing and down- The fourth quarter of 1997 general, administrative and store oper- sizing certain stores. ating expense rate increased to 20.8% from 18.7% in 1996. The rate The $276 million in special and nonrecurring charges were made up increase was attributable to: 1) a 2.5% rate increase at IBI that was dri- of the following components: 1) asset write-downs of $67 million, all ven by investment in national advertising for Victoria’s Secret; 2) the of which were taken in 1997; 2) impaired asset charges of $86 million, inability to leverage these expenses at the women’s apparel busi- all of which were taken in 1997; 3) store closing and lease termination nesses due to disappointing sales performance; and 3) compensation liabilities of $107 million, of which $32 million were paid in 1998, leav- charges for restricted stock plans. ing a $75 million liability at year-end; and 4) other liabilities such as sev- For the year, the 1998 general, administrative and store operating erance and cancellations of merchandise on order of $16 million, all of expense rate increased to 24.6% from 23.1% in 1997. The rate which were paid in 1998. increase was primarily attributable to: 1) a 1.7% rate increase at No accruals related to these charges were reversed or recorded in IBI due to investment in national advertising for Victoria’s Secret, operating income during 1998. the growth of Bath & Body Works (with its higher expense rate) in Additionally, the Company recognized a $13 million cost of sales the overall mix of net sales, and additional store staffing for product charge in the fourth quarter of 1997 for inventory liquidation charges at extensions and new initiatives in Victoria’s Secret Stores; 2) the Henri Bendel in accordance with EITF Issue No. 96-9, “Classification of inability to leverage these expenses at the women’s apparel busi- Inventory Markdowns and Other Costs Associated with a Restructuring. ” nesses due to disappointing sales performance; 3) compensation The Company recognized a net $62.8 million gain during the third charges for restricted stock plans; and 4) Year 2000 information quarter of 1997 related to the sale of approximately one-half of its technology costs. investment in Brylane. This gain was net of valuation adjustments on The 1997 general, administrative and store operating expense certain assets where the carrying values were permanently impaired. rate increased to 23.1% from 21.4% in 1996, primarily due to the In 1996, the Company recorded a $12 million special and nonre- same factors that affected the fourth quarter of 1997 . curring charge in connection with the April 1997 sale of Penhaligon’s, a U.K.-based subsidiary of IBI. Special and Nonrecurring Items On May 19, 1998, the Company completed a tax-free exchange offer Operating Income to establish A&F as an independent company. A total of 47 million .1 The fourth quarter of 1998 operating income rate (expressed as a per- shares of the Company’s common stock were exchanged at a ratio of centage of sales) was 14.9% versus 6.1% in 1997 Excluding special . 6
  24. 24. of the Company’s interest in Brylane; and 2) strong operating cash flows and nonrecurring items and the Henri Bendel inventory liquidation from the IBI businesses (see “Liquidity and Capital Resources” following). charge in 1997 the fourth quarter operating income rate was 14.9% in , 1998 versus 15.0% in 1997 Significant gains in fourth quarter operat- . Gains in Connection with Initial Public Offerings ing income at IBI were offset by the loss of operating income from As discussed in Note 1 to the Consolidated Financial Statements, the A&F after its May 19, 1998 split-off and lower operating income at the Company recognized a gain of $8.6 million during the first quarter of apparel retail businesses. Strong results at Express and Limited Too 1997 in connection with the IPO of Brylane. In 1996, the Company , were more than offset by a significant fourth quarter operating loss at recognized a $118.2 million tax-free gain in connection with the IPO of Structure (which had an operating profit in 1997). Additionally, lower a 15.8% interest (8.05 million shares) of A&F . profitability levels at Lerner New York and Lane Bryant also impacted the apparel businesses’ fourth quarter results. Other Data The fourth quarter of 1997 operating income rate was 6.1% versus There were a number of significant events in fiscal years 1998 and 13.9% in 1996. Excluding special and nonrecurring charges in both 1997 that impacted the comparability of the Company’s earnings per years and the Henri Bendel inventory liquidation charge in 1997 the , share data and are more fully described in the “Special and Nonre- fourth quarter operating income rate increased to 15.0% from 14.3% curring Items” section herein and Note 2 to the Consolidated Finan- in 1996. This rate increase was due to a higher gross income rate at cial Statements. IBI that more than offset general, administrative and store operating The information included in this section is not intended to be pre- expense rate increases. sented in accordance with SEC guidelines for pro forma financial infor- For the year, the 1998 operating income rate was 26.1% versus mation but is provided to assist in investors’ understanding of the 5.2% in 1997 Excluding special and nonrecurring items in both years . Company’s results of operations. and the Henri Bendel inventory liquidation charge in 1997, the oper- 1998 versus 1997 ating income rate was 7 .5% in 1998 versus 7 .7% in 1997 In 1998, sig- . Adjusted earnings per share in 1998 increased 11% to $1.46 from nificant gains in the operating income rate at IBI were offset by a lower $1.31 in 1997 adjusting for the impact of special items and reflecting , operating income rate at the apparel businesses. Operating income the A&F split-off as if it had occurred at the beginning of 1997 On the . improvement at Express and continued favorable results at Limited same basis, fourth quarter adjusted earnings per share increased 11% Too were more than offset by an operating loss at Structure in 1998 to $1.07 in 1998 from $.96 in 1997 . (compared to a modest profit in 1997) and significant growth in the The special items excluded from adjusted earnings per share were operating loss at Limited Stores. as follows: The 1997 operating income rate was 5.2% versus 7 .4% in 1996. • Excluding special and nonrecurring items in both years and the Henri In 1998, the Company recorded a $1.651 billion tax-free gain on the Bendel inventory liquidation charge in 1997 the operating income rate , split-off of A&F a $93.7 million gain from the sale of the Company’s , increased to 7 .7% in 1997 from 7 .5% in 1996, for the same reasons remaining interest in Brylane, and a $5.1 million charge for severance discussed above for the fourth quarter of 1997 . and other associate termination costs at Henri Bendel. • In 1997 the Company recognized $213.2 million in net special and , Interest Expense nonrecurring charges along with the $13.0 million Henri Bendel inventory liquidation charge. Fourth Quarter Year • In 1997 the Company recognized a gain in connection with the IPO , 1998 1997 1998 1997 1996 of Brylane of $8.6 million (see Note 1 to the Consolidated Financial Average daily Statements). borrowings (millions) $898.0 $891.4 $808.2 $835.9 $964.3 The 1998 versus 1997 adjusted results exclude A&F net income of Average effective $7 million in 1998 and $48.3 million in 1997 and reflect adjusted taxes .5 interest rate 8.60% 8.07% 8.48% 8.22% 7.82% and minority interest. Interest expense was $19.3 million in the fourth quarter of 1998, up $1.3 1997 versus 1996 million over 1997 The increase was the result of financing fees, slightly . Adjusted earnings per share increased 7% to $1.24 in 1997 from $1.16 higher interest rates and increased borrowing levels. Interest expense in 1996, adjusting for the impact of special items in 1997 (see above) for 1998 of $68.5 million was flat compared to $68.7 million in 1997 as and 1996 (see following). On the same basis, fourth quarter adjusted lower average borrowing levels were offset by higher interest rates. earnings per share increased 12% to $.91 from $.81 in 1996. The special items excluded from 1996 adjusted earnings per share Other Income were as follows: • Other income was $15.0 million in both the fourth quarter of 1998 and A $118.2 million tax-free gain in connection with the IPO of A&F . • 1997 For the year 1998, other income increased $22.4 million to $59.3 . A $12.0 million special and nonrecurring charge related to the sale million. The increase was primarily due to interest earned on significantly of Penhaligon’s. • higher average cash balances during the first three quarters of 1998, Approximately $10.5 million of interest income from temporarily which was primarily the result of: 1) cash inflows totaling $343 million investing funds used to repurchase 85 million shares via a self-tender. from the 1997 sales of the Newport Tower office building in Jersey City, The 1997 versus 1996 adjusted results include A&F full year net New Jersey, The Mall at Tuttle Crossing in Columbus, Ohio, and one-half income in both years and reflect adjusted taxes and minority interest. 7
  25. 25. FINANCIAL CONDITION “On a comparable The Company’s balance sheet at January 30, 1999 provides continu- ing evidence of financial strength and flexibility. The Company’s long- term debt-to-equity ratio declined to 25% at the end of 1998 from basis, the 1998 32% in 1997 and working capital increased 14% over 1997 to $1.1 bil- , lion. A more detailed discussion of liquidity, capital resources and cap- ital requirements follows. adjusted earnings Liquidity and Capital Resources Cash provided by operating activities, commercial paper backed by funds available under committed long-term credit agreements, and per share of the Company’s capital structure continue to provide the resources to support current operations, projected growth, seasonal requirements and capital expenditures. The Limited, Inc. A summary of the Company’s working capital position and capitalization follows (thousands): 1998 1997 1996 Cash provided by increased 11% operating activities $571,014 $558,367 $701,445 Working capital $1,070,249 $937,739 $638,204 Capitalization: Long-term debt $550,000 $650,000 $650,000 to $1.46 from $1.31 Shareholders’ equity 2,233,303 2,044,957 1,922,582 Total capitalization $2,783,303 $2,694,957 $2,572,582 Additional amounts in 1997. For the available under long-term credit agreements $1,000,000 $1,000,000 $1,000,000 The Company considers the following to be appropriate measures of liquidity and capital resources: quarter, adjusted 1998 1997 1996 Debt-to-equity ratio 25% 32% 34% (Long-term debt divided by shareholders’ equity) earnings per Debt-to-capitalization ratio 20% 24% 25% (Long-term debt divided by total capitalization) Interest coverage ratio 14x 14x 12x share rose 11% (Income, excluding special and nonrecurring items and gains in connection with initial public offerings, before interest expense, income taxes, depreciation, and amortization divided by interest expense) Cash flow to capital investment 164% 154% 194% to $1.07 from $.96 (Net cash provided by operating activities divided by capital expenditures) The Company’s operations are seasonal in nature and consist of in 1997.” two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). The fourth quarter, including the Holiday season, has accounted for 35%, 36% and 34% of net sales between 1998 and 1997 related to inventories and income taxes. The in 1998, 1997 and 1996. Accordingly, cash requirements are highest in inventory increase of $153.7 million was a result of: 1) a $62.2 million the third quarter as the Company’s inventory builds in anticipation of increase in inventory at IBI primarily to support core basics at Victo- the Holiday season, which generates a substantial portion of the Com- ria’s Secret Stores; 2) increases at the apparel businesses related to pany’s operating cash flow for the year. an increase in nonseasonal goods, basics, such as denim and casual pants, and earlier delivery of Spring goods; and 3) increased invento- Operating Activities ries for new stores at Galyan’s. The inventory increase was offset by Net cash provided by operating activities was $571.0 million in 1998, a decrease in tax payments relative to 1997 The level of tax payments . $558.4 million in 1997 and $701.4 million in 1996 and continued to in 1997 was unusually high due to the timing of tax payments and the serve as the Company’s primary source of liquidity. settlement of certain tax issues. The primary changes in cash provided by operating activities 8
  26. 26. Stores and Selling Square Feet Net cash provided by operating activities in 1997 decreased $143.1 million from the prior year principally due to an increase in A summary of actual stores and selling square feet by business for 1998 and 1997 and the income tax payments. 1999 plan by business follows: End of Year Change From Investing Activities Plan –1999 1998 1997 1999-98 1998-97 In 1998, investing activities included capital expenditures of $347 mil- .4 Express lion, $236.5 million of which was for new and remodeled stores. Also Stores 682 702 753 (20) (51) in 1998, the Company received $131.3 million in proceeds from the Selling square ft. 4,418,000 4,511,000 4,739,000 (93,000) (228,000) sale of its remaining interest in Brylane, and $31.1 million in net pro- ceeds from the sale of properties associated with the Easton project Lerner New York (see “Easton Real Estate Investment” following). In 1997 investing , Stores 608 643 746 (35) (103) activities included $235 million in net proceeds from the sales of the Selling square ft. 4,552,000 5,000,000 5,698,000 (448,000) (698,000) Newport Tower and the Company’s interest in The Mall at Tuttle Lane Bryant Crossing, and $108.3 million of net proceeds from the third quarter Stores 710 730 773 (20) (43) sale of slightly less than one-half of the Company’s investment in Bry- Selling square ft. 3,427,000 3,517,000 3,735,000 (90,000) (218,000) lane. In 1996, $41.3 million was invested in the Alliance Data Systems (formerly WFN) credit card venture. The Limited Stores 499 551 629 (52) (78) Financing Activities Selling square ft. 3,067,000 3,371,000 3,790,000 (304,000) (419,000) Cash used for financing activities in 1998 reflected an increase in the Structure quarterly dividend to $.13 per share from $.12 per share that was more Stores 513 532 544 (19) (12) than offset by the reduction in shares outstanding from the split-off Selling square ft. 2,035,000 2,118,000 2,143,000 (83,000) (25,000) of A&F Dividends for 1998 were $6.3 million less than 1997 On Feb- . . ruary 1, 1999, the Company announced a 15% increase in its quarterly Limited Too dividend to $.15 per share. Stores 359 319 312 40 7 Financing activities included three stock repurchases: one by the Selling square ft. 1,152,000 1,006,000 979,000 146,000 27,000 Company and two by IBI, all initiated during 1998. First, to reduce the Total Apparel Businesses impact of dilution from the exercise of stock options, the Company Stores 3,371 3,477 3,757 (106) (280) used $43 million of proceeds from stock option exercises to repurchase Selling square ft. 18,651,000 19,523,000 21,084,000 (872,000) (1,561,000) 1.9 million Limited shares. Second, in a repurchase completed in August 1998, IBI acquired 4.5 million shares of its common stock for Victoria’s Secret Stores $106 million from its public shareholders. The repurchased shares Stores 919 829 789 90 40 were specifically reserved to cover shares needed for employee ben- Selling square ft. 3,995,000 3,702,000 3,555,000 293,000 147,000 efit plans. Finally, in January 1999, IBI announced its intention to repur- Bath & Body Works chase up to $500 million of its common stock. The purchases will be Stores 1,231 1,061 921 170 140 made on a proportionate basis from both IBI public shareholders and The Selling square ft. 2,499,000 2,092,000 1,773,000 407,000 319,000 Limited. As of January 30, 1999, IBI had repurchased 0.4 million shares from public shareholders for $14.8 million. Additionally, IBI repur- Total Intimate Brands chased 2.2 million shares from The Limited at the same weighted aver- Stores 2,150 1,890 1,710 260 180 age per share price, which had no cash flow impact to The Limited. Selling square ft. 6,494,000 5,794,000 5,328,000 700,000 466,000 In connection with the split-off of A&F the Company paid $47 mil- , .6 Galyan’s Trading Co. lion to settle its intercompany balance at May 19, 1998. Stores 18 14 11 4 3 Cash used for financing activities for 1997 reflected an increase in Selling square ft. 1,268,000 964,000 641,000 304,000 323,000 the quarterly dividend to $.12 per share from $.10 per share in 1996. Financing activities in 1996 included net proceeds of $118.2 million from Henri Bendel A&F’s initial public offering. Financing activities also included $1.615 bil- Stores 1 1 6 — (5) lion used to repurchase 85 million shares of the Company’s common Selling square ft. 35,000 35,000 113,000 — (78,000) stock via the self-tender consummated in March 1996. Abercrombie & Fitch At January 30, 1999, the Company had available $1 billion under Stores — — 156 — (156) its long-term credit agreement. Borrowings outstanding under the Selling square ft. — — 1,234,000 — (1,234,000) agreement are due September 28, 2002. However, the revolving term of the agreement may be extended an additional two years upon Total Retail Businesses notification by the Company, subject to the approval of the lending Stores 5,540 5,382 5,640 158 (258) banks. The Company also has the ability to offer up to $250 million of Selling square ft. 26,448,000 26,316,000 28,400,000 132,000 (2,084,000) additional debt securities under its shelf registration statement. 9
  27. 27. services, transportation, and business and accounting management Capital Expenditures systems. The Company is using both internal and external resources Capital expenditures amounted to $347.4 million, $362.8 million and to complete its Year 2000 initiatives. $361.2 million for 1998, 1997 and 1996, of which $236.5 million, In order to address the Year 2000 issue, the Company established $194.4 million and $235.7 million were for new stores and for re- a program management office to oversee, monitor and coordinate modeling of and improvements to existing stores. Remaining capi- the company-wide Year 2000 effort. This office has developed and tal expenditures are primarily related to information technology and is implementing a Year 2000 plan. The implementation includes five the Company’s distribution centers, and include $30.2 million in 1997 stages: i) awareness, ii) assessment, iii) renovation/development, and $42.1 million in 1996 for constructing the Bath & Body Works iv) validation, and v) implementation. There are several areas of focus: distribution center. 1) renovation of legacy systems throughout the Company; 2) installa- The Company anticipates spending $440 to $460 million for capi- tion of new software packages to replace legacy systems at five of our tal expenditures in 1999, of which $330 to $350 million will be for new operating businesses; 3) assessment of Year 2000 readiness at key stores and for remodeling of and improvements to existing stores, and vendors and suppliers; and 4) evaluating facilities and distribution $35 to $45 million of which will be for information technology ($8 to equipment with embedded computer technology. $10 million of which is related to Year 2000 expenditures). The Com- The status of each area of focus is as follows: pany expects that substantially all 1999 capital expenditures will be 1) All five stages of Year 2000 implementation for renovation of funded by net cash provided by operating activities. legacy systems are nearly complete or have been completed for sig- The Company expects to increase selling square footage by nificant IT systems at the Company’s businesses. approximately 132,000 selling square feet in 1999. It is anticipated that 2) Replacement of significant legacy systems with new software the increase will result from the addition of approximately 340 stores packages has been completed for two of the Company’s businesses (primarily within Intimate Brands and Limited Too), offset by the re- and is underway for three others. The validation and implementation modeling of approximately 230 stores and the closing of 150 to 200 stages of these new systems are expected to be completed in or prior stores (primarily women’s apparel businesses). to the second quarter of 1999. 3) A vast network of vendors, suppliers, and service providers Easton Real Estate Investment located both within and outside the United States provide the Com- The Company’s real estate investments include Easton, a 1,200 pany with merchandise for resale, supplies for operational purposes, acre planned community in Columbus, Ohio, that integrates office, and services. The Company has identified key vendors, suppliers, and hotel, retail, residential and recreational space. The Company’s in- service providers and is making inquiries to determine their Year 2000 vestments in partnerships, land and infrastructure within the Easton status. The Company has obtained assurances from a number of its property were $74.6 million at January 30, 1999 and $105.4 million at key vendors regarding their Year 2000 status and expects to complete January 31, 1998. this process by mid-1999. In addition, the Company is in the process In conjunction with the Easton development, the Company main- of conducting on-site assessments of certain of its key vendors to fur- tains an indirect 43% operating interest in a partnership that is devel- ther assess such vendors’ progress and expects to complete this oping the Easton Town Center. The Company is a co-guarantor on process by mid-1999. Also, the Company, along with other major retail a $110 million loan agreement to this partnership. The 1998 year-end organizations, is participating in a national industry Year 2000 survey loan balance was $18.3 million. Sufficient leases have already been of over 80,000 suppliers and vendors. signed for the Easton Town Center so that anticipated rental income 4) The Company also utilizes various facilities and distribution will exceed debt service costs. equipment with embedded computer technology, such as conveyors, In 1998, the Easton project was cash positive with proceeds of elevators, security systems, fire protection systems, and energy man- $65.4 million exceeding expenditures of $34.3 million by $31.1 million. agement systems. The Company’s assessment of these systems is in Expenditures for the Easton development totaled $41.8 million in 1997 process and all stages of its efforts are expected to be completed in and $48.1 million in 1996 and net sales proceeds totaled $31.7 million the second quarter of 1999. in 1997 and $10.7 million in 1996. In 1999, the Company expects cash The Company believes that the reasonably likely worst-case sce- proceeds from the Easton development to exceed expenditures of nario would involve short-term disruption of systems affecting its sup- $25 to $35 million. ply and distribution channels. The Company is developing contingency plans, such as alternative sourcing, and identifying the necessary Information Systems and “Year 2000” Compliance actions that it would need to take if critical systems or service The Year 2000 issue arises primarily from computer programs, com- providers were not Year 2000 compliant. The Company expects to final- mercial systems and embedded chips that will be unable to properly ize these contingency plans by mid-1999. interpret dates beyond the year 1999. The Company utilizes a variety At the present time, the Company is not aware of any Year 2000 of proprietary and third-party computer technologies—both hardware issues that are expected to affect materially its products, services, and software—directly in its businesses. The Company also relies on competitive position or financial performance. However, despite the numerous third parties and their systems’ ability to address the Year Company’s significant efforts to make its systems, facilities and 2000 issue. The Company’s critical information technology (“IT”) func- equipment Year 2000 compliant, the compliance of third-party service tions include point-of-sale equipment, merchandise distribution, mer- providers and vendors (including, for instance, government entities chandise and non-merchandise procurement, credit card and banking 10

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