V. Ann Hailey EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL
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Tom Katzenmeyer SENIOR VICE PRESIDENT Investor, Media & Community Relations Amie Preston VICE PRESIDENT Investor Relations SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: All forward-looking statements made by the Company in these presentation involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend” and similar expressions may identify forward-looking statements. The following factors, among others, in some cases have affected and in the future could affect the Company’s financial performance and actual results and could cause actual results for 2004 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this press release or the September sales call or otherwise made by management: changes in consumer spending patterns, consumer preferences and overall economic conditions; the potential impact of national and international security concerns on the retail environment, including any possible military action, terrorist attacks or other hostilities; our ability to service the debt we expect to incur in connection with this tender offer, any debt we draw down under our credit facilities, and other any debt we incur, and the restrictions the agreements related to such debt impose upon us; our ability to implement our strategic and operational initiatives; the impact of competition and pricing; changes in weather patterns; political stability; postal rate increases and charges; paper and printing costs; risks associated with the seasonality of the retail industry; risks related to consumer acceptance of the Company’s products and the ability to develop new merchandise; the ability to retain, hire and train key personnel; risks associated with the possible inability of the Company’s manufacturers to deliver products in a timely manner; risks associated with relying on foreign sources of production; risks associated with the possible lack of availability of suitable store locations on appropriate terms and other factors that may be described in the Company’s filings with the Securities and Exchange Commission. The forward-looking information provided in this press release or the September sales call is based on information available to the Company as of the date of this press release. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. ADDITIONAL LEGAL INFORMATION: This presentation are for informational purposes only and do not constitute an offer to buy or the solicitation of an offer to sell shares of Limited Brands’ common stock. The tender offer is being made only pursuant tothe Offer to Purchase and the related materials that Limited Brands will distribute to its stockholders. Stockholders should read the Offer to Purchase and the related materials carefully because they contain important information. Stockholders will be able to obtaina free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Limited Brands is filing with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. Stockholders may also obtain a copy of these documents, without charge, from D.F. King & Co., Inc., the information agent for the tender offer, toll free at 888-628-8208. Agenda 7:45 a.m. Les Wexner, Chairman & CEO, Limited Brands 8:30 a.m. Ann Hailey, EVP & CFO, Limited Brands 9:00 a.m. Depart for Store Tours 9:15 a.m. Store Tours: Bath & Body Works, Express & Victoria’s Secret 12:15 p.m. Return to Hilton 12:30 p.m. Luncheon 1:30 p.m. Panel Discussion: Ideation & Innovation 3:00 p.m. Adjourn 3:15 p.m. Depart for Airport Leslie H. Wexner CHAIRMAN & CHIEF EXECUTIVE OFFICER LIMITED BRANDS, INC. 1 V. Ann Hailey EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER LIMITED BRANDS, INC. 1 Agenda: Business Overview Financial Performance Review Recapitalization Rationale 2 We continue to pursue our vision of a Family of the World’s Best Fashion Brands Our core strategies have not changed: Building stronger Brands Recruiting, developing and retaining world class Talent Creating industry leading Capabilities 3 1995 – 2004 YTD Restructured Portfolio • Exited Abercrombie & Fitch, Limited Too, Brylane, Penhaligon’s, Cacique, Galyan’s, Alliance Data Systems, Lane Bryant, Mast joint ventures, Lerner New York, aura science • Recombined Limited, Inc. and Intimate Brands Built Stronger Brands • Closed almost 1,800 underperforming stores • Opened 1,913 stores in growth brands • Rebranded Structure to Express Men Returned Value to Shareholders • $4.2 billion in share repurchases (including ANF split-off) • $1.4 billion in dividends • Spun off Limited Too 4 Sales from apparel brands are less than a third of our business today 1994 Revenue by Segment 2004E ApparelApparel 4% 30% InIntimate tim a te AApparel p p a re l 30% Personal Care 25% Personal Care 41% 41% 29% 71% 29% 5 We are focused on developing key product categories that provide a stable revenue stream – Victoria’s Secret: 75% of bra sales are in core styles and basic colors – Bath & Body Works: 80% of sales are generated from businesses that have continuity – Express: We will sell 3.4 million units of the Editor Pant, and have launched Express Design Studio as a platform for more consistency 6 Victoria’s Secret Lingerie / Beauty / Direct Continued focus on developing successful sub-brands, led by the new Pink lingerie line, Body By Victoria, Angels and Very Sexy Building Beauty sub-brands, including Very Sexy for Her 2, aura science, hair care and our new fragrance, “Basic Instinct” Further growth at Victoria’s Secret Direct – Continued focus on best-at bras and “Body at Work” – Internet demand is projected to increase significantly versus 2003, representing almost 50% of total demand in 2004 7 Bath & Body Works Redefined the brand to Modern Apothecary of Beauty and Wellbeing Continued focus on new product identification and commercialization – Henri Bendel, Le Couvent de Minimes, Tutti Dulci, Bigelow, Aromatherapy Remedies, Pure Simplicity Repositioned our promotional strategy 8 Express Express is redefining the brand to be more sophisticated through higher quality fabrics, less promotional activity, and an expanded wear-to-work offering. Express Design Studio, launched in Fall 2004, is the catalyst for this assortment change Conversion to dual gender 9 Limited Stores Improvement in profit results are being driven by the new promotional strategy and by a core focus on improving efficiency 10 As a portfolio, our brands deliver strong operating income and free cash flow: 2003 Victoria’s Secret BBW Apparel Sales$ 3,817 $ 1,934 $ 2,697 LL% 4% 8% 0% Operating Income 711 355 91 % of Sales 18.6% 18.4% 3.4% Free Cash Flow$ 399 $ 251 $ 22 11 Our businesses are strong cash generators. 2000-2004 2000-2004 2000 2001 2002 2003 2004E* Average Cumulative Cash From Operations $822 $1,004 $795 $1,062 $1,036 944 4,719 Capital Expenditures (487) (377) (306) (293) (525) (398) (1,988) Free Cash Flow 335 627 489 769 511 546 2,731 Dividends (128) (129) (150) (208) (233) (169) (848) Retained Cash Flow 207 498 339 561 278 377 1,883 Other Investing and Financing Activities (469) 346 428 306 (864) (51) (253) Net Change in Cash (262) 844 767 867 (586) 326 1,630 Cash and Equivalents - Ending$ 651 $ 1,495 $ 2,262 $ 3,129 $ 2,543 $ 2,016 $ 2,543 *Excludes impact of recapitalization transaction 12 Alternatives Considered: Share repurchase Dividends »Regular »Special Acquisitions Increased investment in our business 13 Transaction Summary $2 billion share repurchase through modified “Dutch Auction”; $500 million post tender special dividend Commenced October 7, 2004; will close November 4th, unless extended Use $1.5 billion of cash on hand Raise $1.0 billion of new debt Replace existing $750 million revolving credit facility with a new $1.0 billion 5-year revolving credit facility Structure the transaction to protect our investment grade rating 14 Objectives of the Transaction: Provide value for shareholders who wish to sell stock Demonstrate confidence in our business and provide an opportunity for shareholders who wish to increase their stake in the Company Establish a more appropriate capital structure Maintain financial flexibility and a strong balance sheet Provide value to continuing shareholders 15 This transaction will have a significant impact on our capital structure: Our weighted average cost of capital (WACC) will decrease Our return on invested capital (ROIC) will increase. 16 The $2.5 billion transaction would increase our Pro Forma return on invested capital by almost 4 percentage points in 2004: 2004 2004 Forecast Pro Forma (2) Beginning Invested Capital 6,538 5,038 Ending Invested Capital 5,860 4,359 Average Invested Capital (1) 6,199 4,699 Net Operating Profit After Taxes 750 750 Return On Invested Capital 12.1% 16.0% (1) Invested capital excluding goodwill (2) Proforma amounts reflect the impact of the $2 Billion Tender Offer, the $500 Million Special Dividend and $1 Billion of additional long-term debt as if the transactions occurred at the beginning of the year 17 The transaction would be about 14% accretive to pro forma 2004 earnings: Adjusted Pro Forma Pro Forma 2004E Adjustments 2004E % Change Net Income 646 (40) 606 (6%) Diluted EPS $1.33 $1.52 14% Weighted Average Shares Outstanding 486 (87) 399 (18%) 18 In Summary: We have repositioned the business; a majority of our revenues are lingerie and personal care/beauty Our brands are well positioned for growth Our new capital structure is appropriate for our current mix of businesses We are a returns based company with over $3.8 billion returned to shareholders in 2004 and an increasing ROIC 19 .