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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended January 28, 2006
 
 o
    
    TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 1-14987
 
 (TOO INC LOGO)
 
  Delaware
    
    31-1333930(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 8323 Walton Parkway, New Albany, Ohio 43054
 
  614-775-3500
 
  
 Title of each class
    
    Name of each exchange on which registeredCommon Shares, $.01 par value
Preferred Stock Purchase Rights
    
    New York Stock Exchange
New York Stock Exchange
  
  þ o
  o þ
  þ o
  o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  o þ




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##### Table of Contents



DOCUMENTS INCORPORATED BY REFERENCE
  2




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##### 



TOO, INC.
 TABLE OF CONTENTS
 PagePART 1Item 1. Business.
    
    5Item 1A. Risk Factors.
    
    10Item 1B. Unresolved Staff Comments.
    
    17Item 2. Properties.
    
    17Item 3. Legal Proceedings.
    
    19Item 4. Submission of Matters to a Vote of Security Holders.
    
    19PART IIItem 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
    
    20Item 6. Selected Financial Data.
    
    21Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation.
    
    22Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
    
    41Item 8. Financial Statements and Supplementary Data.
    
    42Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
    
    61Item 9A. Controls and Procedures.
    
    65Item 9B. Other Information.
    
    66PART IIIItem 10. Directors and Executive Officers of the Registrant.
    
    67Item 11. Executive Compensation.
    
    67Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    67Item 13. Certain Relationships and Related Transactions.
    
    67Item 14. Principal Accounting Fees and Services.
    
    67PART 1VItem 15. Exhibits, Financial Statement Schedules.
    
    68SIGNATURES
    
    73EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2
  3




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(This Page Intentionally Left Blank)
 4




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PART I
 
 Item 1. Business.
 The Company
       5




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Limited Too Retail Operations
    
    
    apparel, such as jeans and other jeanswear and bottoms, knit tops and T-shirts containing our brand name and other
graphics, dresses and outerwear;
 
    
    accessories, such as jewelry, hair ornaments, hats, key chains, wallets, backpacks, purses, and watches;
 
    
    footwear, such as slippers, sandals, boots and shoes;
 
    
    lifestyle products, such as bedroom furnishings, music, small electronics and candy;
 
    
    personal care products such as age-appropriate cosmetics and toiletries; and
 
    
    add-ons, such as underwear, sleepwear and swimwear.
  Justice Retail Operations
   6




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Shine Parties at Justice
  
    
    apparel, such as jeans and other pants, skirts, shorts, knit tops, graphic T-shirts,
dresses, outerwear, and swimwear;
    
    accessories, such as purses, belts, hats, wallets, backpacks, jewelry, hair ornaments,
and legwear;
    
    footwear, such as slippers, sandals, and boots; and
    
    lifestyle products, such as bedroom furnishings, music, stationary, candy and party favors.
   Product Development
  Sourcing
   7




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Distribution
  Inventory Management
  Seasonality
  Stores
  8




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Fiscal Years EndedJanuary 28,
    
    
    January 29,
    
    
    January 31,
    
    
    February 1,
    
    
    February 2,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002Limited Too and Justice:Number of stores:Beginning of year
    
    
    603
    
    
    
    558
    
    
    
    510
    
    
    
    459
    
    
    
    406Opened
    
    
    70
    
    
    
    55
    
    
    
    54
    
    
    
    56
    
    
    
    57Closed
    
    
    (7
    )
    
    
    (10
    )
    
    
    (6
    )
    
    
    (5
    )
    
    
    (4
    )666
    
    
    
    603
    
    
    
    558
    
    
    
    510
    
    
    
    459Stores remodeled
    
    
    25
    
    
    
    20
    
    
    
    4
    
    
    
    9
    
    
    
    6Total square feet at period end
(thousands)
    
    
    2,777
    
    
    
    2,495
    
    
    
    2,307
    
    
    
    2,091
    
    
    
    1,881Average store size at period end
(gross square feet)
    
    
    4,170
    
    
    
    4,138
    
    
    
    4,134
    
    
    
    4,100
    
    
    
    4,098Number of Limited Too stores
    
    
    574
    
    
    
    568
    
    
    
    553
    
    
    
    510
    
    
    
    459Number of Justice stores
    
    
    92
    
    
    
    35
    
    
    
    5
    
    
    
    
    
    
    
    
  Trademarks and Service Marks
    9




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Competition
  Associate Relations
  Available Information
    
 Item 1A. Risk Factors.
  10




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We may not be able to maintain comparable store sales growth
  
    
    economic conditions;
    
    weather conditions;
    
    changing fashion trends;
    
    competition;
    
    new store openings in existing markets;
    
    store remodeling and expansions;
    
    customer response to new and existing styles;
    
    procurement and management of merchandise inventory; and
    
    development and growth of our Justice brand.
  We must identify and respond to fashion trends and satisfy customer demands in order to continue to
succeed
  We may be unable to compete successfully in our highly competitive segment of the retail industry
   11




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We depend on a high volume of mall and power center traffic to generate sales
  Expansion into new and existing markets creates challenges
  Effectiveness of store remodels is unpredictable
  The market for prime real estate is competitive
  Our future success depends upon brand awareness and the effectiveness of our marketing programs
  12




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Our licensed Limited Too and registered Justice brands are integral to our brand strategy
    
    
    we breach any of our obligations under the agreement and do not cure the
breach within 60 days after receiving notice of the breach;
    
    we become bankrupt or insolvent; or
    
    we experience a change of control.
   Talented personnel are critical to our success
  We may not be able to sustain a growth rate sufficient to implement our expansion strategy
  
    
    find suitable markets and sites for our stores and negotiate leases on
acceptable terms for those stores;
 13




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
    
    fulfill our plans to open new stores and remodel or expand existing stores;
    
    continue to develop our sales channels, including our direct-to-consumer operations;
    
    identify suitable franchise operators for our international expansion initiative;
    
    expand our infrastructure to accommodate our growth, including maintaining
high levels of customer service;
    
    attract, train and retain qualified sales associates;
    
    manage our inventory effectively, maintain sufficient distribution capacity
and deliver our merchandise in a timely manner;
    
    keep up with constantly shifting fashion trends and develop new and
appealing merchandise; and
    
    maintain continued success for our Justice brand.
  There would be risks associated with launching and maintaining a new brand
  
    
    customer acceptance of the new brand and its products;
    
    competition, both external and internal;
    
    product and brand differentiation among our already-existing brands; and
    
    the ability to attract, train and retain qualified personnel including
management and designers.
  Our business fluctuates on a seasonal basis
   14




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Our business is sensitive to economic conditions and consumer spending patterns
  We rely on a single distribution center
  We rely on foreign sources of production
   
    
    political instability;
    
    currency and exchange risks;
    
    local business practice and political issues, including issues relating to
compliance with domestic or international labor standards;
    
    changes in trade restrictions, duties, tariffs or quotas;
    
    international health concerns;
    
    potential delays or disruptions in shipping and related pricing impacts; and
    
    inability to meet our quality standards.
  15




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We are pursuing a strategy of international expansion
  We source merchandise through our internal sourcing offices in Asia
  We will need to comply with existing and new laws and regulations that govern us
  We are implementing new information systems
   16




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The expensing of stock options could negatively impact our future reported earnings
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
     17




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Geographic Location
    
    Limited Too
    
    
    Justice
    
    
    TotalAlabama
    
    
    10
    
    
    
    2
    
    
    
    12Arkansas
    
    
    2
    
    
    
    
    
    
    
    2Arizona
    
    
    9
    
    
    
    3
    
    
    
    12California
    
    
    57
    
    
    
    6
    
    
    
    63Colorado
    
    
    7
    
    
    
    1
    
    
    
    8Connecticut
    
    
    11
    
    
    
    
    
    
    
    11Delaware
    
    
    4
    
    
    
    
    
    
    
    4Florida
    
    
    45
    
    
    
    8
    
    
    
    53Georgia
    
    
    20
    
    
    
    3
    
    
    
    23Iowa
    
    
    4
    
    
    
    1
    
    
    
    5Idaho
    
    
    1
    
    
    
    
    
    
    
    1Illinois
    
    
    21
    
    
    
    8
    
    
    
    29Indiana
    
    
    14
    
    
    
    4
    
    
    
    18Kansas
    
    
    5
    
    
    
    
    
    
    
    5Kentucky
    
    
    10
    
    
    
    
    
    
    
    10Louisiana
    
    
    9
    
    
    
    
    
    
    
    9Massachusetts
    
    
    16
    
    
    
    1
    
    
    
    17Maryland
    
    
    16
    
    
    
    
    
    
    
    16Maine
    
    
    1
    
    
    
    
    
    
    
    1Michigan
    
    
    21
    
    
    
    6
    
    
    
    27Minnesota
    
    
    11
    
    
    
    1
    
    
    
    12Missouri
    
    
    15
    
    
    
    3
    
    
    
    18Mississippi
    
    
    5
    
    
    
    1
    
    
    
    6North Carolina
    
    
    15
    
    
    
    2
    
    
    
    17North Dakota
    
    
    2
    
    
    
    
    
    
    
    2Nebraska
    
    
    3
    
    
    
    1
    
    
    
    4New Hampshire
    
    
    5
    
    
    
    
    
    
    
    5New Jersey
    
    
    20
    
    
    
    8
    
    
    
    28New Mexico
    
    
    2
    
    
    
    
    
    
    
    2Nevada
    
    
    4
    
    
    
    2
    
    
    
    6New York
    
    
    30
    
    
    
    1
    
    
    
    31Ohio
    
    
    23
    
    
    
    5
    
    
    
    28Oklahoma
    
    
    5
    
    
    
    1
    
    
    
    6Oregon
    
    
    3
    
    
    
    
    
    
    
    3Pennsylvania
    
    
    33
    
    
    
    7
    
    
    
    40Rhode Island
    
    
    2
    
    
    
    
    
    
    
    2South Carolina
    
    
    9
    
    
    
    1
    
    
    
    10South Dakota
    
    
    1
    
    
    
    
    
    
    
    1Tennessee
    
    
    14
    
    
    
    1
    
    
    
    15Texas
    
    
    46
    
    
    
    13
    
    
    
    59Utah
    
    
    4
    
    
    
    
    
    
    
    4Virginia
    
    
    19
    
    
    
    2
    
    
    
    21Vermont
    
    
    1
    
    
    
    
    
    
    
    1Washington
    
    
    7
    
    
    
    
    
    
    
    7Wisconsin
    
    
    7
    
    
    
    
    
    
    
    7West Virginia
    
    
    3
    
    
    
    
    
    
    
    3Puerto Rico
    
    
    2
    
    
    
    
    
    
    
    2Total
    
    
    574
    
    
    
    92
    
    
    
    666
 18




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Item 3. Legal Proceedings.
  
 Item 4. Submission Of Matters To A Vote Of Security Holders.
     19




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PART II
 
 Item 5. Market For The Registrants Common Equity, Related Stockholder Matters And Issuer
Purchases Of Equity Securities.
 (a)
    
    Too, Inc. shares are traded on the New York Stock Exchange under the trading symbol TOO.
The following is a summary of the high, low and close sales prices of our common stock as
reported on the New York Stock Exchange for the 2005 and 2004 fiscal years:
 Sales PriceHigh
    
    Low
    
    Close2005 Fiscal Year4th Quarter
    
    $
    32.65
    
    
    $
    25.75
    
    
    $
    28.603rd Quarter
    
    $
    29.90
    
    
    $
    24.29
    
    
    $
    27.262nd Quarter
    
    $
    27.05
    
    
    $
    18.85
    
    
    $
    25.791st Quarter
    
    $
    29.31
    
    
    $
    22.45
    
    
    $
    23.012004 Fiscal Year4th Quarter
    
    $
    27.84
    
    
    $
    21.67
    
    
    $
    26.653rd Quarter
    
    $
    22.11
    
    
    $
    13.28
    
    
    $
    22.022nd Quarter
    
    $
    17.90
    
    
    $
    13.92
    
    
    $
    14.981st Quarter
    
    $
    21.43
    
    
    $
    15.25
    
    
    $
    17.54
 We have never declared nor paid any dividends on our common stock. While we regularly
assess our dividend policy, we have no current plans to pay any dividends in the foreseeable
future. Earnings from our operations will be retained and reinvested to support the growth of
our business. At April 5, 2006, we had approximately 15,950 shareholders of record.(b)
    
    Not applicable.(c)
    
    In November 2004, our Board of Directors authorized the repurchase of up to $125 million of
our common stock as a means of further enhancing shareholder value. Between November 18, 2004
and November 16, 2005 we repurchased approximately $59.6 million of common stock. In November
2005 our Board of Directors restored the amount that may be used to repurchase shares to $125
million over a two year period beginning November 17, 2005. The purchases may occur from time
to time, subject to market conditions, in open market or privately negotiated transactions,
and in accordance with Securities and Exchange Commission requirements and we can provide no
assurance that we will repurchase any shares under the amended share repurchase program. The
following table illustrates our purchases of equity securities during the fourth quarter 2005:
 Total Number
    
    
    
    
    
    
    Total Number of
    
    
    Maximum Dollar Valueof
    
    
    Average
    
    
    Shares Purchased as
    
    
    of Shares that mayShares
    
    
    Price Paid
    
    
    Part of Publicly Announced
    
    
    yet be purchased underPeriod
    
    Purchased
    
    
    per Share
    
    
    Plans or Programs
    
    
    the Plans or ProgramsNovember (October 30, 2005
through November 26, 2005)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    125,000,000December (November 27, 2005
through December 31, 2005)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    125,000,000January (January 1, 2006
through January 28, 2006)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    125,000,000Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    125,000,000
 20




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Item 6. Selected Financial Data.
  Fiscal Year EndedJanuary 28,
    
    January 29,
    
    January 31,
    
    February 1,
    
    February 2,2006
    
    2005
    
    2004
    
    2003
    
    2002Statement of Income Data:Net sales
    
    $
    757,936
    
    
    $
    675,834
    
    
    $
    598,681
    
    
    $
    640,320
    
    
    $
    600,875Gross income (1)
    
    
    291,297
    
    
    
    241,887
    
    
    
    200,626
    
    
    
    237,917
    
    
    
    217,307General, administrative and store
operating expenses
    
    
    208,338
    
    
    
    177,508
    
    
    
    154,275
    
    
    
    157,991
    
    
    
    150,278Operating income
    
    
    82,959
    
    
    
    64,379
    
    
    
    46,351
    
    
    
    79,926
    
    
    
    67,029Income from continuing operations
    
    
    54,451
    
    
    
    41,589
    
    
    
    29,114
    
    
    
    48,945
    
    
    
    39,876Net income (2)
    
    
    54,451
    
    
    
    41,589
    
    
    
    23,134
    
    
    
    47,759
    
    
    
    39,356Earnings per share  basic (2)
    
    $
    1.62
    
    
    $
    1.21
    
    
    $
    0.68
    
    
    $
    1.44
    
    
    $
    1.27Earnings per share  diluted (2)
    
    $
    1.60
    
    
    $
    1.19
    
    
    $
    0.67
    
    
    $
    1.40
    
    
    $
    1.23Balance Sheet Data:Cash and equivalents
    
    $
    22,248
    
    
    $
    26,212
    
    
    $
    4,991
    
    
    $
    36,234
    
    
    $
    53,268Inventories
    
    
    66,033
    
    
    
    62,441
    
    
    
    58,299
    
    
    
    61,405
    
    
    
    44,537Total assets
    
    
    523,730
    
    
    
    493,696
    
    
    
    441,253
    
    
    
    395,451
    
    
    
    313,785Total debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000Total shareholders equity
    
    
    350,783
    
    
    
    322,524
    
    
    
    276,565
    
    
    
    247,889
    
    
    
    122,017Selected Operating Data:Comparable store sales increase/decrease (3)
    
    
    5
    %
    
    
    4
    %
    
    
    -13
    %
    
    
    -3
    %
    
    
    0
    %Total net sales growth/decline
    
    
    12.1
    %
    
    
    12.9
    %
    
    
    -6.5
    %
    
    
    6.6
    %
    
    
    10.2
    %Gross income rate (4)
    
    
    38.4
    %
    
    
    35.8
    %
    
    
    33.5
    %
    
    
    37.2
    %
    
    
    36.2
    %Operating income rate (4)
    
    
    10.9
    %
    
    
    9.5
    %
    
    
    7.7
    %
    
    
    12.5
    %
    
    
    11.2
    %Total number of stores open at
year end
    
    
    666
    
    
    
    603
    
    
    
    558
    
    
    
    510
    
    
    
    459Total gross square feet at year end
    
    
    2,777
    
    
    
    2,495
    
    
    
    2,307
    
    
    
    2,091
    
    
    
    1,881Annual net store sales per average
square foot (5)
    
    $
    284
    
    
    $
    272
    
    
    $
    268
    
    
    $
    318
    
    
    $
    336
 
  (1)

    
    
    Gross income equals net sales less costs of goods sold, buying and occupancy costs.(2)

    
    
    Includes the impact of the loss on discontinued operations of mishmash, net of tax, of
$6.0 million, $1.2 million and $0.5 million for fiscal 2003, 2002 and 2001, respectively.(3)

    
    
    A store is included in our comparable store sales calculation once it has completed 52
weeks of operation. Further, stores that have changed more than 20% in gross square feet
are treated as new stores for the purpose of this calculation.(4)

    
    
    Calculated as a percentage of net sales.(5)

    
    
    Annual net store sales per average square foot is the result of dividing net store
sales for the fiscal year by the average gross square feet, which reflects the impact of
opening and closing stores throughout the period.
 21




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Item 7. Managements Discussion And Analysis of Financial Condition And Results of Operation.
  Executive Overview
 A Record Year
  Limited
Too  What a Girl Wants
   Justice
 Not Just a Concept Anymore
   22




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Shine Parties at Justice
 Information Technology Initiative
  Stock Repurchase
  Capital Investment and Resources
  Store Growth
  Brand Partnering
 Firefly Mobile Fly High School Musical Dreamer Secret Sparkle Collection
  23




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Shes the Man
 International Expansion
  Being Too
  Be
Focused must
 Be
Driven
 Be
Creative
 Be
Ethical
 Be
Balanced
  Our Outlook for the Future
   24




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##### Table of Contents



Results of Operations
   Fiscal Year EndedJanuary 28,
    
    January 29,
    
    January 31,2006
    
    2005
    
    2004Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Costs of goods sold, buying and
occupancy costs
    
    
    61.6
    
    
    
    64.2
    
    
    
    66.5Gross income
    
    
    38.4
    
    
    
    35.8
    
    
    
    33.5General, adminstrative and store
operating expenses
    
    
    27.5
    
    
    
    26.3
    
    
    
    25.8Operating income
    
    
    10.9
    
    
    
    9.5
    
    
    
    7.7Interest income, net
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.1Income from continuing operations
before income taxes
    
    
    11.2
    
    
    
    9.7
    
    
    
    7.8Provision for income taxes
    
    
    4.0
    
    
    
    3.5
    
    
    
    2.9Income from continuing operations
    
    
    7.2
    
    
    
    6.2
    
    
    
    4.9Discontinued operations:Loss from operations of mishmash, net of tax
    
    
    
    
    
    
    
    
    
    
    0.2Loss on mishmash store closings and impairment
charges, net of tax
    
    
    
    
    
    
    
    
    
    
    0.8Loss on discontinued operations
    
    
    
    
    
    
    
    
    
    
    1.0Net income
    
    
    7.2
    %
    
    
    6.2
    %
    
    
    3.9
    %
 25




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##### Table of Contents



Financial Summary
  Fiscal Year Ended
    
    % ChangeJanuary 28,
    
    January 29,
    
    January 31,
    
    2004-
    
    2003-2006
    
    2005
    
    2004
    
    2005
    
    2004Limited Too DivisionNet sales (millions) (1)
    
    $
    696.4
    
    
    $
    652.3
    
    
    $
    598.6
    
    
    
    7
    %
    
    
    9
    %Comparable store sales (3)
    
    
    5
    %
    
    
    4
    %
    
    
    -13
    %Annual net store sales per average square foot (4)
    
    $
    291
    
    
    $
    277
    
    
    $
    268
    
    
    
    5
    %
    
    
    3
    %Sales per average store (thousands) (5)
    
    $
    1,210.7
    
    
    $
    1,147.4
    
    
    $
    1,109.4
    
    
    
    6
    %
    
    
    3
    %Average dollar sales value per transaction (ADS) (6)
    
    $
    51.21
    
    
    $
    45.05
    
    
    $
    45.63
    
    
    
    14
    %
    
    
    -1
    %Average number of units per transaction (UPT)
    
    
    3.92
    
    
    
    3.73
    
    
    
    3.83
    
    
    
    5
    %
    
    
    -3
    %Number of transactions per average store
    
    
    23,628
    
    
    
    25,481
    
    
    
    24,224
    
    
    
    -7
    %
    
    
    5
    %Average store size at period end (gross square feet)
    
    
    4,144
    
    
    
    4,125
    
    
    
    4,123
    
    
    
    
    %
    
    
    
    %Total gross square feet at period end (thousands)
    
    
    2,379
    
    
    
    2,343
    
    
    
    2,280
    
    
    
    2
    %
    
    
    3
    %Inventory per gross square foot at period end (7)
    
    $
    24.5
    
    
    $
    25.4
    
    
    $
    24.8
    
    
    
    -4
    %
    
    
    2
    %Inventory per store at period end (7)
    
    $
    101,704
    
    
    $
    104,792
    
    
    $
    102,345
    
    
    
    -3
    %
    
    
    2
    %Number of stores:Beginning of period
    
    
    568
    
    
    
    553
    
    
    
    510Opened
    
    
    13
    
    
    
    25
    
    
    
    49Closed
    
    
    (7
    )
    
    
    (10
    )
    
    
    (6
    )End of period
    
    
    574
    
    
    
    568
    
    
    
    553Limited Too stores remodeled
    
    
    25
    
    
    
    20
    
    
    
    4Fiscal Year Ended
    
    % ChangeJanuary 28,
    
    January 29,
    
    2004-2006
    
    2005
    
    2005Justice Division *Net sales (millions) (2)
    
    $
    61.5
    
    
    $
    23.5
    
    
    
    162
    %Comparable store sales (3)
    
    
    18
    %
    
    
    n/aAnnual net store sales per average square foot (4)
    
    $
    219
    
    
    $
    191
    
    
    
    15
    %Sales per average store (thousands) (5)
    
    $
    926.4
    
    
    $
    809.6
    
    
    
    14
    %Average dollar sales value per transaction (ADS) (6)
    
    $
    47.93
    
    
    $
    39.62
    
    
    
    21
    %Average number of units per transaction (UPT)
    
    
    4.15
    
    
    
    3.75
    
    
    
    11
    %Number of transactions per average store
    
    
    19,466
    
    
    
    20,361
    
    
    
    -4
    %Average store size at period end (gross square feet)
    
    
    4,326
    
    
    
    4,346
    
    
    
    
    %Total gross square feet at period end (thousands)
    
    
    398
    
    
    
    152
    
    
    
    162
    %Inventory per gross square foot at period end (8)
    
    $
    19.2
    
    
    $
    19.2
    
    
    
    
    %Inventory per store at period end (8)
    
    $
    83,207
    
    
    $
    83,400
    
    
    
    
    %Number of stores:Beginning of period
    
    
    35
    
    
    
    5Opened
    
    
    57
    
    
    
    30Closed
    
    
    
    
    
    
    End of period
    
    
    92
    
    
    
    35
 
 (1)
    
    Total Limited Too net sales includes: store sales, net of associate discounts, direct
sales, international revenue and partner advertising revenue.
 (2)
    
    Total Justice net sales is defined as store sales, net of associate discounts.
 (3)
    
    A store is included in our comparable store sales calculation once it has completed 52 weeks
of operation. Further, stores that have changed more than 20% in gross square feet are
treated as new stores for purposes of this calculation.
 (4)
    
    Annual net store sales per average square foot is the result of dividing net store sales for
the fiscal year by the monthly average gross square feet, which reflects the impact of opening
and closing stores throughout the period.
 (5)
    
    Sales per average store is the result of dividing gross store sales for the fiscal period by
average store count, which reflects the impact of opening and closing stores throughout the
period.
 (6)
    
    Average dollar sales value per transaction is the result of dividing gross store sales
dollars for the period by the number of transactions.
    26




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##### Table of Contents



Analysis of Operations
 Net Sales
       Gross Income
   27




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##### Table of Contents



General, Administrative and Store Operating Expenses
   2005 vs. 2004
    
    
    2005 vs. 2004Changes in:
    
    Dollar change
    
    
    Change in bpsHome office
    
    $
    14,071
    
    
    
    130Store operating expenses
    
    
    11,437
    
    
    
    (50
    )Marketing
    
    
    7,640
    
    
    
    90Distribution center & other
    
    
    (2,318
    )
    
    
    (50
    )Total Change
    
    $
    30,830
    
    
    
    120
   28




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##### Table of Contents



2004 vs. 2003
    
    
    2004 vs. 2003Changes in:
    
    Dollar change
    
    
    Change in bpsHome office
    
    $
    7,101
    
    
    
    50Stores
    
    
    13,309
    
    
    
    (10
    )Marketing
    
    
    1,191
    
    
    
    Distribution center & other
    
    
    1,632
    
    
    
    10Total Change
    
    $
    23,233
    
    
    
    50
    Interest Income, net
     29




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##### Table of Contents



Provision for Income Taxes
      Discontinued Operations
  Analysis of Financial Condition and Liquidity
 Financial Condition
  Liquidity and Capital Resources
  30




---



##### Table of Contents



January 28,
    
    
    January 29,
    
    
    January 31,2006
    
    
    2005
    
    
    2004Working capital, excluding restricted assets of
$1.2 million and $1.0 million at January 28, 2006
and January 29, 2005
    
    $
    185,075
    
    
    $
    180,101
    
    
    $
    114,808Capitalization:Long-term debt
    
    
    
    
    
    
    
    
    
    
    Shareholders equity
    
    
    350,783
    
    
    
    322,524
    
    
    
    276,565Total capitalization
    
    $
    350,783
    
    
    $
    322,524
    
    
    $
    276,565Amounts available under the
credit facility
    
    $
    98,802
    
    
    $
    78,566
    
    
    $
    100,000
  31




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##### Table of Contents



Operating Activities




FY 2005 vsFY 2004(in millions)Changes in:Net income, depreciation, amortization and loss on disposal/impairment of assets
    
    $
    15.2Income taxes
    
    
    (14.5
    )Inventory
    
    
    0.6Accounts payable and accrued expenses
    
    
    10.8Tenant allowances received
    
    
    1.0Other
    
    
    5.4Total change in cash flows from operating activities
    
    $
    18.5
     FY 2004 vsFY 2003(in millions)Changes in:Net income, depreciation, amortization and loss on disposal and impairment
    
    $
    12.4Income taxes
    
    
    10.0Inventory
    
    
    (7.2
    )Accounts payable and accrued expenses
    
    
    1.1Tenant allowances received
    
    
    (3.7
    )Other
    
    
    6.3Total change in cash flows from operating activities
    
    $
    18.9
  32




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##### Table of Contents



Investing Activities
  FY 2005 vsFY 2004(in millions)Changes in:Investments
    
    $
    47.5Capital expenditures
    
    
    (27.0
    )Change in restricted assets
    
    
    (20.1
    )Other
    
    
    0.8Total change in cash used for investing activities
    
    $
    1.2
   FY 2004 vsFY 2003(in millions)Changes in:Investments
    
    $
    (13.4
    )Capital expenditures
    
    
    9.0Change in restricted assets
    
    
    40.7Other
    
    
    3.2Total change in cash used for investing activities
    
    $
    39.5
  Financing Activities
  33




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##### Table of Contents



Future Capital Expenditures
      Transitional Services and Separation Agreements
  34




---



##### Table of Contents



Trademark and Service Mark Licensing Agreement
  Store Leases Agreement
   OptionalCash
    
    
    LoanRemaining Lease Term
    
    Payment
    
    
    AmountLess than one year
    
    $
    
    
    
    $
    100,000One to two years
    
    
    50,000
    
    
    
    100,000Three to four years
    
    
    100,000
    
    
    
    100,000Greater than four years
    
    
    100,000
    
    
    
    150,000
  35




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##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations and Commercial Commitments
  Contractual Obligations
 Payments Due by PeriodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanTotal
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 YearsOperating lease obligations (1)
    
    $
    409,323
    
    
    $
    67,066
    
    
    $
    115,498
    
    
    $
    95,611
    
    
    $
    131,148Purchase obligations (2)
    
    
    79,464
    
    
    
    79,464
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    488,787
    
    
    $
    146,530
    
    
    $
    115,498
    
    
    $
    95,611
    
    
    $
    131,148
 
 (1)
    
    Primarily consists of future minimum lease payments under the Companys store operating leases.(2)
    
    Represents outstanding purchase orders for merchandise and store construction.
 Commercial Commitments:
 Commitments by PeriodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanTotal
    
    
    1 year
    
    
    Years
    
    
    Years
    
    
    5 YearsOustanding letters of credit (1)
    
    $
    1,114
    
    
    $
    1,114
    
    
    $
    
    
    
    $
    
    
    
    $
    Standby letters of credit
    
    
    84
    
    
    
    84
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,198
    
    
    $
    1,198
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Consists of outstanding letter of credit commitments for the purchase of merchandise.
 Credit Facility
  36




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##### Table of Contents



Impact of Inflation
  Critical Accounting Policies
  Revenue Recognition
  Operating Leases
  Tenant Allowances
  Cash Equivalents
  37




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##### Table of Contents



Investments
    Inventories
  Property and Equipment
   38




---



##### Table of Contents



Income Taxes
 Accounting for Income Taxes
 Recently Issued Accounting Standards
 Accounting for Rental Costs Incurred during a Construction Period
 Accounting Changes and Error Corrections, a replacement
of APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in
Interim Financial Statements
 39




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##### Table of Contents



Share-Based Payment
 Seasonality
  Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
  
    
    Changes in consumer spending patterns, consumer
preferences and overall economic conditions;
    
    Decline in the demand for our merchandise;
    
    The impact of competition and pricing;
    
    Effectiveness of our brand awareness and marketing programs;
    
    A significant change in the regulatory environment applicable to our business;
    
    Risks associated with our sourcing and logistics functions;
    
    Changes in existing or potential trade restrictions, duties, tariffs or quotas;
 
 40




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##### Table of Contents




    
    Currency and exchange risks;
    
    Availability of suitable store locations at appropriate terms;
    
    Ability to develop new merchandise;
    
    Ability to hire and train associates;
    
    The potential impact of health concerns relating to severe infectious
diseases, particularly on manufacturing operations of our vendors in
Asia and elsewhere;
    
    Acts of terrorism in the U.S. or worldwide; and
    
    Other risks that may be described in this Form 10-K and other reports
and filings we make with the Securities and Exchange Commission.
  
 Item 7A. Quantitative And Qualitative Disclosures About Market Risk
  41




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##### Table of Contents



Item 8. Financial Statements And Supplementary Data.
 TOO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 2005
    
    
    2004
    
    
    2003Net sales
    
    $
    757,936
    
    
    $
    675,834
    
    
    $
    598,681Costs of goods sold, buying and
occupancy costs
    
    
    466,639
    
    
    
    433,947
    
    
    
    398,055Gross income
    
    
    291,297
    
    
    
    241,887
    
    
    
    200,626General, administrative and store
operating expenses
    
    
    208,338
    
    
    
    177,508
    
    
    
    154,275Operating income
    
    
    82,959
    
    
    
    64,379
    
    
    
    46,351Interest income, net
    
    
    2,025
    
    
    
    1,307
    
    
    
    128Income from continuing operations
before income taxes
    
    
    84,984
    
    
    
    65,686
    
    
    
    46,479Provision for income taxes
    
    
    30,533
    
    
    
    24,097
    
    
    
    17,365Income from continuing operations
    
    
    54,451
    
    
    
    41,589
    
    
    
    29,114Discontinued operations:Loss from operations of mishmash, net of tax
    
    
    
    
    
    
    
    
    
    
    1,391Loss on mishmash store closings and impairment
charges, net of tax
    
    
    
    
    
    
    
    
    
    
    4,589Loss on discontinued operations
    
    
    
    
    
    
    
    
    
    
    5,980Net income
    
    $
    54,451
    
    
    $
    41,589
    
    
    $
    23,134Income (loss) per share  basic:Continuing operations
    
    $
    1.62
    
    
    $
    1.21
    
    
    $
    0.85Discontinued operations
    
    
    
    
    
    
    
    
    
    
    (0.17
    )Net income per basic share
    
    $
    1.62
    
    
    $
    1.21
    
    
    $
    0.68Income (loss) per share  diluted:Continuing operations
    
    $
    1.60
    
    
    $
    1.19
    
    
    $
    0.84Discontinued operations
    
    
    
    
    
    
    
    
    
    
    (0.17
    )Net income per diluted share
    
    $
    1.60
    
    
    $
    1.19
    
    
    $
    0.67Weighted average common shares:Basic
    
    
    33,603
    
    
    
    34,512
    
    
    
    34,260Diluted
    
    
    33,960
    
    
    
    34,955
    
    
    
    34,684
  42




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##### Table of Contents



TOO, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
 January 28,
    
    
    January 29,2006
    
    
    2005ASSETSCurrent assets:Cash and equivalents
    
    $
    22,248
    
    
    $
    26,212Investments
    
    
    163,451
    
    
    
    158,630Restricted assets
    
    
    1,193
    
    
    
    954Accounts receivable
    
    
    8,040
    
    
    
    10,476Income taxes receivable
    
    
    
    
    
    
    368Inventories
    
    
    66,033
    
    
    
    62,441Store supplies
    
    
    12,216
    
    
    
    13,464Prepaid expenses and other current assets
    
    
    11,932
    
    
    
    10,082Total current assets
    
    
    285,113
    
    
    
    282,627Property and equipment, net
    
    
    201,983
    
    
    
    180,449Long-term investments
    
    
    8,464
    
    
    
    6,776Deferred income taxes
    
    
    10,208
    
    
    
    9,046Assets held in trust and other
    
    
    17,962
    
    
    
    14,798Total assets
    
    $
    523,730
    
    
    $
    493,696LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    30,223
    
    
    $
    29,431Accrued expenses
    
    
    38,713
    
    
    
    37,669Deferred revenue
    
    
    11,859
    
    
    
    9,913Income taxes payable
    
    
    18,050
    
    
    
    24,559Total current liabilities
    
    
    98,845
    
    
    
    101,572Deferred tenant allowances from landlords
    
    
    45,817
    
    
    
    44,529Supplemental retirement and deferred compensation liability
    
    
    16,907
    
    
    
    14,245Accrued straight-line rent and other
    
    
    11,378
    
    
    
    10,826Commitments and contingencies (Note 4)SHAREHOLDERS EQUITYPreferred stock, 50 million shares authorized
    
    
    
    
    
    
    Common stock, $.01 par value, 100 million shares authorized,
36.1 million and 34.9 million shares issued,
33.3 million and 34.7 million shares outstanding
at January 28, 2006 and January 29, 2005, respectively
    
    
    361
    
    
    
    349Treasury stock, at cost, 2.7 million and 0.2 million shares
at January 28, 2006 and January 29, 2005, respectively
    
    
    (60,595
    )
    
    
    (4,391
    )Paid in capital
    
    
    157,718
    
    
    
    127,718Retained earnings
    
    
    253,299
    
    
    
    198,848Total shareholders equity
    
    
    350,783
    
    
    
    322,524Total liabilities and shareholders equity
    
    $
    523,730
    
    
    $
    493,696
  43




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##### Table of Contents



TOO, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS EQUITY
(in thousands)
 TotalCommon Stock
    
    
    Treasury Stock
    
    
    Paid in
    
    
    Retained
    
    

ShareholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    EquityBalances, February 1, 2003
    
    
    34,061
    
    
    $
    341
    
    
    
    30
    
    
    $
    (998
    )
    
    $
    114,421
    
    
    $
    134,125
    
    
    $
    247,889Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,134
    
    
    
    23,134Issuance of common stock under stock option
plans and accrued restricted stock expense
    
    
    301
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4,759
    
    
    
    
    
    
    
    4,762Other, primarily tax benefit related to
issuance of stock under stock option
and restricted stock plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    780
    
    
    
    
    
    
    
    780Balances, January 31, 2004
    
    
    34,362
    
    
    $
    344
    
    
    
    30
    
    
    $
    (998
    )
    
    $
    119,960
    
    
    $
    157,259
    
    
    $
    276,565Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,589
    
    
    
    41,589Issuance of common stock under stock option
plans and accrued restricted stock expense
    
    
    475
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    6,664
    
    
    
    
    
    
    
    6,669Purchases of treasury stock
    
    
    (136
    )
    
    
    
    
    
    
    136
    
    
    
    (3,393
    )
    
    
    
    
    
    
    
    
    
    
    (3,393
    )Other, primarily tax benefit related to
issuance of stock under stock option
and restricted stock plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,094
    
    
    
    
    
    
    
    1,094Balances, January 29, 2005
    
    
    34,701
    
    
    $
    349
    
    
    
    166
    
    
    $
    (4,391
    )
    
    $
    127,718
    
    
    $
    198,848
    
    
    $
    322,524Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,451
    
    
    
    54,451Issuance of common stock under stock option
plans and accrued restricted stock expense
    
    
    1,198
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    22,093
    
    
    
    
    
    
    
    22,105Purchases of treasury stock
    
    
    (2,555
    )
    
    
    
    
    
    
    2,555
    
    
    
    (56,204
    )
    
    
    
    
    
    
    
    
    
    
    (56,204
    )Other, primarily tax benefit related to
issuance of stock under stock option
and restricted stock plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,907
    
    
    
    
    
    
    
    7,907Balances, January 28, 2006
    
    
    33,344
    
    
    $
    361
    
    
    
    2,721
    
    
    $
    (60,595
    )
    
    $
    157,718
    
    
    $
    253,299
    
    
    $
    350,783
  44




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##### Table of Contents



TOO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income
    
    $
    54,451
    
    
    $
    41,589
    
    
    $
    23,134Impact of other operating activities on cash flows:Depreciation and amortization expense
    
    
    27,558
    
    
    
    24,820
    
    
    
    24,723Amortization of tenant allowances
    
    
    (7,959
    )
    
    
    (7,245
    )
    
    
    (6,222
    )Loss on disposal of fixed assets
    
    
    1,344
    
    
    
    994
    
    
    
    Loss on impairment of fixed assets
    
    
    
    
    
    
    
    
    
    
    6,121Changes in assets and liabilities:Inventories
    
    
    (3,592
    )
    
    
    (4,142
    )
    
    
    3,106Accounts payable and accrued expenses
    
    
    11,608
    
    
    
    849
    
    
    
    (257
    )Income taxes payable and deferred income taxes
    
    
    (547
    )
    
    
    9,171
    
    
    
    9,917Income taxes receivable
    
    
    368
    
    
    
    5,174
    
    
    
    (5,542
    )Other assets
    
    
    166
    
    
    
    (2,274
    )
    
    
    (11,899
    )Tenant allowances received
    
    
    9,247
    
    
    
    8,274
    
    
    
    11,934Other long-term liabilities
    
    
    3,214
    
    
    
    96
    
    
    
    3,343Net cash provided by operating activities
    
    $
    95,858
    
    
    $
    77,306
    
    
    $
    58,358Investing activities:Capital expenditures
    
    
    (50,807
    )
    
    
    (23,823
    )
    
    
    (32,826
    )Funding of nonqualified benefit plans
    
    
    (1,000
    )
    
    
    (818
    )
    
    
    (4,059
    )Purchase of investments
    
    
    (522,258
    )
    
    
    (492,891
    )
    
    
    (401,444
    )Sale of investments
    
    
    515,253
    
    
    
    438,380
    
    
    
    360,319Proceeds from sale of fixed assets
    
    
    916
    
    
    
    
    
    
    
    Change in restricted assets
    
    
    (239
    )
    
    
    19,892
    
    
    
    (20,846
    )Net cash used for investing activities
    
    $
    (58,135
    )
    
    $
    (59,260
    )
    
    $
    (98,856
    )Financing activities:Purchases of treasury stock
    
    
    (56,204
    )
    
    
    (3,393
    )
    
    
    Change in cash overdraft
    
    
    (1,088
    )
    
    
    437
    
    
    
    8,538Stock options and other equity changes
    
    
    15,605
    
    
    
    6,131
    
    
    
    717Net cash (used for) provided by financing activities
    
    
    (41,687
    )
    
    
    3,175
    
    
    
    9,255Net (decrease) increase in cash and equivalents
    
    
    (3,964
    )
    
    
    21,221
    
    
    
    (31,243
    )Cash and equivalents, beginning of year
    
    
    26,212
    
    
    
    4,991
    
    
    
    36,234Cash and equivalents, end of year
    
    $
    22,248
    
    
    $
    26,212
    
    
    $
    4,991Supplemental disclosures of cash flow informationCash paid for income taxes
    
    $
    30,756
    
    
    $
    14,700
    
    
    $
    8,600Cash paid for interest
    
    $
    634
    
    
    $
    900
    
    
    $
    2,100Supplemental disclosures of non-cash items:Accrual for point of sale operating lease buyout
    
    $
    
    
    
    $
    
    
    
    $
    3,068Fixed asset additions in accounts payable
    
    $
    545
    
    
    $
    
    
    
    $
    Issuance of restricted stock
    
    $
    638
    
    
    $
    538
    
    
    $
    4,797
  45




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Summary Of Significant Accounting Policies
 Nature of Business
  Principles of Consolidation
  Disclosures about
Segments of an Enterprise and Related Information
 Discontinued Operations
  Fiscal Year
  Cash Equivalents
  46




---



##### Table of Contents



Investments
  Restricted Assets
  Accounts Receivable
  Inventories
  Store Supplies
  47




---



##### Table of Contents



Catazine and Advertising Costs
  Advertising Barter Transactions
 Accounting for Advertising Barter Transactions.
 Property and Equipment
    Income Taxes
  48




---



##### Table of Contents



Revenue Recognition
  Accounting by a
Customer (Including a Reseller) for Certain Consideration Received from a Vendor
  Costs of Goods Sold, Buying and Occupancy Costs
  § Cost of merchandise§ Inventory shrink§ Freight (includes outbound freight from the distribution center to our stores, as well
as store-to-store transfers)§ Payroll and related costs associated with merchandise design and procurement§ Store rents and other real estate costs (including store pre-opening rents expensed as incurred)§ Store asset depreciation§ Amortization of tenant allowances§ Catazine production and mailing costs
 Operating Leases
  49




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##### Table of Contents



General, Administrative and Store Operating Expenses
  § Store payroll and expenses§ Home office payroll and expenses (not related to design and merchandise procurement)§ Marketing, including television advertising§ Distribution center costs, including receiving and warehouse costs
  Stock-Based Compensation and Stock Options
 Accounting for Stock Issued to Employees
 50




---



##### Table of Contents



Accounting for Stock-Based Compensation Accounting for Stock-Based Compensation  Transition and Disclosure
 2005
    
    
    2004
    
    
    2003Net income, as reported
    
    $
    54,451
    
    
    $
    41,589
    
    
    $
    23,134Stock-based compensation expense recorded
under APB Opinion No. 25, net of tax
    
    
    3,071
    
    
    
    788
    
    
    
    653Stock-based compensation expense
determined under fair value based
method, net of tax
    
    
    (5,542
    )
    
    
    (3,695
    )
    
    
    (4,650
    )Pro forma net income
    
    $
    51,980
    
    
    $
    38,682
    
    
    $
    19,137Earnings per share:Basic  as reported
    
    $
    1.62
    
    
    $
    1.21
    
    
    $
    0.68Basic  pro forma
    
    $
    1.55
    
    
    $
    1.12
    
    
    $
    0.56Diluted  as reported
    
    $
    1.60
    
    
    $
    1.19
    
    
    $
    0.67Diluted  pro forma
    
    $
    1.53
    
    
    $
    1.11
    
    
    $
    0.55
  2005
    
    
    2004
    
    
    2003Expected life
    
    
    5.3
    
    
    
    5.0
    
    
    
    5.0Forfeiture rate
    
    
    13
    %
    
    
    20
    %
    
    
    20
    %Dividend rate
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Price volatility
    
    
    48
    %
    
    
    50
    %
    
    
    52
    %Risk-free interest rate
    
    
    4.0
    %
    
    
    3.5
    %
    
    
    2.9
    %
  Stock Options and Restricted Shares
   51




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Aggregate value of outstanding restricted stock awards
    
    
    $13,625
    
    
    
    $ 3,876
    
    
    
    $ 3,634Deferred compensation
    
    
    (6,980
    )
    
    
    (1,586
    )
    
    
    (2,086
    )Aggregate
compensation recognized related to these outstanding awards
    
    
    $ 6,645
    
    
    
    $ 2,290
    
    
    
    $ 1,548
  2005
    
    
    2004
    
    
    2003Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedNumber of
    
    
    Average Option
    
    
    Number of
    
    
    Average Option
    
    
    Number of
    
    
    Average OptionShares
    
    
    Price/Share
    
    
    Shares
    
    
    Price/Share
    
    
    Shares
    
    
    Price/ShareOutstanding, beginning of year
    
    
    2,767,422
    
    
    $
    18
    
    
    
    3,253,177
    
    
    $
    18
    
    
    
    2,950,167
    
    
    $
    19Granted
    
    
    223,622
    
    
    $
    27
    
    
    
    373,970
    
    
    $
    17
    
    
    
    446,000
    
    
    $
    15Exercised
    
    
    (1,170,445
    )
    
    $
    13
    
    
    
    (454,602
    )
    
    $
    13
    
    
    
    (61,140
    )
    
    $
    12Cancelled
    
    
    (108,936
    )
    
    $
    22
    
    
    
    (405,123
    )
    
    $
    22
    
    
    
    (81,850
    )
    
    $
    22Outstanding, end of year
    
    
    1,711,663
    
    
    $
    23
    
    
    
    2,767,422
    
    
    $
    18
    
    
    
    3,253,177
    
    
    $
    18Options exercisable, end of year
    
    
    995,178
    
    
    $
    24
    
    
    
    1,724,630
    
    
    $
    18
    
    
    
    1,686,595
    
    
    $
    16
  Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    Weighted
    
    
    
    
    
    
    WeightedRange of
    
    Number
    
    
    Remaining
    
    Average
    
    
    Number
    
    
    AverageExercise Price
    
    Outstanding
    
    
    Contractual Life
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise Price$  5
 $10
    
    
    1,326
    
    
    1.3
    
    $
    7
    
    
    
    1,326
    
    
    $
    7$10
 $15    
    
    11,040
    
    
    2.5
    
    $
    12
    
    
    
    11,040
    
    
    $
    12$15
 $20
    
    
    610,116
    
    
    6.8
    
    $
    16
    
    
    
    220,095
    
    
    $
    16$20
 $25
    
    
    55,875
    
    
    6.7
    
    $
    23
    
    
    
    33,000
    
    
    $
    23$25
 $35
    
    
    1,008,306
    
    
    6.0
    
    $
    27
    
    
    
    704,717
    
    
    $
    27$35
 $45
    
    
    25,000
    
    
    3.6
    
    $
    36
    
    
    
    25,000
    
    
    $
    361,711,663
    
    
    6.3
    
    $
    23
    
    
    
    995,178
    
    
    $
    24
 52




---



##### Table of Contents



Earnings Per Share
 Earnings per Share.
  2005
    
    
    2004
    
    
    2003Net income as reported
    
    $
    54,451
    
    
    $
    41,589
    
    
    $
    23,134Weighted average common shares  basic
    
    
    33,603
    
    
    
    34,512
    
    
    
    34,260Dilutive effect of stock options
and restricted stock
    
    
    357
    
    
    
    443
    
    
    
    424Weighted average common shares  diluted
    
    
    33,960
    
    
    
    34,955
    
    
    
    34,684
  Use of Estimates in the Preparation of the Consolidated Financial Statements
  Recently Issued Accounting Standards
 Accounting for Rental Costs Incurred during a Construction Period
 Accounting Changes and Error Corrections, a replacement
of APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in
Interim Financial Statements
 53




---



##### Table of Contents



Share-Based Payment
 2. Investments
  January 28, 2006
    
    
    January 29, 2005Maturity of
    
    
    Maturity ofLess than 1
    
    
    
    
    
    
    Less than 1Year
    
    
    1 to 5 Years
    
    
    Year
    
    
    1 to 5 YearsAggregate fair value
    
    $
    21,752
    
    
    $
    8,413
    
    
    $
    19,521
    
    
    $
    6,726Gross unrecognized
holding gains
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross unrecognized
holding losses
    
    
    55
    
    
    
    51
    
    
    
    44
    
    
    
    50Net carrying amount
    
    $
    21,807
    
    
    $
    8,464
    
    
    $
    19,565
    
    
    $
    6,776
  54




---



##### Table of Contents



January 28, 2006
    
    
    January 29, 2005Maturity of
    
    
    Maturity ofLess than 1 Year
    
    
    Less than 1 YearAggregate fair value
    
    $
    141,644
    
    
    $
    139,065Net gains in
accumulated other
comprehensive
income
    
    
    
    
    
    
    Net losses in
accumulated other
comprehensive
income
    
    
    
    
    
    
    Net carrying amount
    
    $
    141,644
    
    
    $
    139,065
  2005
    
    
    2004
    
    
    2003Interest income
    
    $
    4,311
    
    
    $
    2,263
    
    
    $
    1,610Interest expense
    
    
    (2,286
    )
    
    
    (956
    )
    
    
    (1,482
    )Interest income, net
    
    $
    2,025
    
    
    $
    1,307
    
    
    $
    128
 3. Property And Equipment
  January 28,
    
    
    January 29,2006
    
    
    2005Land
    
    $
    8,181
    
    
    $
    8,105Buildings
    
    
    43,836
    
    
    
    42,049Furniture, fixtures and equipment
    
    
    191,085
    
    
    
    176,973Leaseholds improvements
    
    
    117,061
    
    
    
    108,136Construction-in-progress
    
    
    7,932
    
    
    
    2,058Total
    
    
    368,095
    
    
    
    337,321Less: accumulated depreciation
    
    
    (166,112
    )
    
    
    (156,872
    )Property and equipment, net
    
    $
    201,983
    
    
    $
    180,449
 4. Leased Facilities And Commitments
   55




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Fixed minimum
    
    $
    63,726
    
    
    $
    57,390
    
    
    $
    54,036Contingent
    
    
    2,357
    
    
    
    2,411
    
    
    
    1,801Amortization of tenant allowances
    
    
    (7,959
    )
    
    
    (7,245
    )
    
    
    (6,222
    )Total store rent
    
    
    58,124
    
    
    
    52,556
    
    
    
    49,615Equipment and other
    
    
    2,595
    
    
    
    2,380
    
    
    
    3,523Total rent expense
    
    $
    60,719
    
    
    $
    54,936
    
    
    $
    53,138
  2006
    
    $
    67,0662007
    
    $
    60,7632008
    
    $
    54,7352009
    
    $
    51,3302010
    
    $
    44,281Thereafter
    
    $
    131,148
 5. Accrued Expenses
  January 28,
    
    
    January 29,2006
    
    
    2005Compensation, payroll taxes and benefits
    
    $
    12,052
    
    
    $
    14,739Rent and store expenses
    
    
    13,588
    
    
    
    12,131Taxes, other than income and payroll
    
    
    6,400
    
    
    
    5,531Other
    
    
    6,673
    
    
    
    5,268Total
    
    $
    38,713
    
    
    $
    37,669
 6. Deferred Revenue
  January 28,
    
    
    January 29,2006
    
    
    2005Unearned revenue from sale of gift cards and gift certificates
    
    $
    10,881
    
    
    $
    9,713Unearned catazine advertising revenue
    
    
    978
    
    
    
    200Total
    
    $
    11,859
    
    
    $
    9,913
 7. Credit Facility
  56




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##### Table of Contents



8. Income Taxes
  2005
    
    
    2004
    
    
    2003Current:Federal
    
    $
    28,929
    
    
    $
    18,158
    
    
    $
    8,917State
    
    
    3,556
    
    
    
    2,736
    
    
    
    1,948Foreign
    
    
    279
    
    
    
    162
    
    
    
    19Total current
    
    
    32,764
    
    
    
    21,056
    
    
    
    10,884Deferred:Federal
    
    
    (1,244
    )
    
    
    3,216
    
    
    
    6,123State
    
    
    (971
    )
    
    
    (175
    )
    
    
    358Foreign
    
    
    (16
    )
    
    
    
    
    
    
    Total deferred
    
    
    (2,231
    )
    
    
    3,041
    
    
    
    6,481Income tax expense
for continuing operations
    
    
    30,533
    
    
    
    24,097
    
    
    
    17,365Income tax benefit for discontinued
operations
    
    
    
    
    
    
    
    
    
    
    (3,800
    )Total income tax provision
    
    $
    30,533
    
    
    $
    24,097
    
    
    $
    13,565
  57




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes, net of federal benefit
    
    
    3.1
    
    
    
    3.3
    
    
    
    3.2State tax settlements
    
    
    (1.1
    )
    
    
    (0.8
    )
    
    
    Municipal interest income and other items, net
    
    
    (1.1
    )
    
    
    (0.8
    )
    
    
    (0.8
    )Total effective income tax rate
for continuing operations
    
    
    35.9
    %
    
    
    36.7
    %
    
    
    37.4
    %
  January 28, 2006
    
    
    January 29, 2005Assets
    
    
    Liabilities
    
    
    Total
    
    
    Assets
    
    
    Liabilities
    
    
    TotalTax depreciation in excess of book
    
    $
    
    
    
    $
    (6,125
    )
    
    $
    (6,125
    )
    
    $
    
    
    
    $
    (4,767
    )
    
    $
    (4,767
    )Rent
    
    
    4,429
    
    
    
    
    
    
    
    4,429
    
    
    
    4,148
    
    
    
    
    
    
    
    4,148Inventory
    
    
    1,821
    
    
    
    
    
    
    
    1,821
    
    
    
    1,272
    
    
    
    
    
    
    
    1,272Accrued expenses
    
    
    9,909
    
    
    
    
    
    
    
    9,909
    
    
    
    6,840
    
    
    
    
    
    
    
    6,840Store supplies  basis differential
    
    
    
    
    
    
    (4,558
    )
    
    
    (4,558
    )
    
    
    
    
    
    
    (4,857
    )
    
    
    (4,857
    )Other, net
    
    
    2,620
    
    
    
    
    
    
    
    2,620
    
    
    
    3,229
    
    
    
    
    
    
    
    3,229Total deferred income taxes
    
    $
    18,779
    
    
    $
    (10,683
    )
    
    $
    8,096
    
    
    $
    15,489
    
    
    $
    (9,624
    )
    
    $
    5,865
     9. Retirement Benefits
  58




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##### Table of Contents



Accounting for Deferred Compensation Arrangements Where Amounts
Earned Are Held in a Rabbi Trust
  10. Legal Matters
  59




---



##### Table of Contents



11. Quarterly Financial Data (unaudited, in thousands, except per share amounts)
 2005
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthNet sales
    
    $
    164,410
    
    
    $
    154,939
    
    
    $
    203,519
    
    
    $
    235,069Gross income
    
    
    61,603
    
    
    
    53,667
    
    
    
    80,524
    
    
    
    95,503General, administrative and
store operating expenses
    
    
    50,386
    
    
    
    48,203
    
    
    
    56,232
    
    
    
    53,517Net income
    
    
    7,410
    
    
    
    3,967
    
    
    
    16,003
    
    
    
    27,072Earnings per share  basic
    
    $
    0.21
    
    
    $
    0.12
    
    
    $
    0.48
    
    
    $
    0.81Earnings per share  diluted
    
    $
    0.21
    
    
    $
    0.12
    
    
    $
    0.48
    
    
    $
    0.80
 2004
    
    First
    
    
    Second
    
    
    Third
    
    
    FourthNet sales
    
    $
    154,145
    
    
    $
    139,940
    
    
    $
    174,987
    
    
    $
    206,762Gross income
    
    
    50,742
    
    
    
    44,299
    
    
    
    65,782
    
    
    
    81,064General, administrative and
store operating expenses
    
    
    42,923
    
    
    
    42,166
    
    
    
    47,802
    
    
    
    44,617Net income
    
    
    5,051
    
    
    
    1,576
    
    
    
    11,411
    
    
    
    23,551Earnings per share  basic
    
    $
    0.14
    
    
    $
    0.05
    
    
    $
    0.33
    
    
    $
    0.69Earnings per share  diluted
    
    $
    0.14
    
    
    $
    0.05
    
    
    $
    0.33
    
    
    $
    0.67
  12. Discontinued Operations
 Accounting for the Impairment or Disposal of Long-Lived Assets
 60




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##### Table of Contents



Accounting for Costs Associated with Exit or Disposal Activities
 2003One-time termination benefits
    
    $
    41Contract termination costs
    
    
    1,704Other associated costs
    
    
    245Store closing costs
    
    
    1,990Income tax benefit
    
    
    (780
    )Store closing costs, net of tax
    
    $
    1,210
  Beginning
    
    
    
    
    
    
    
    
    
    
    EndingAccrual
    
    
    
    
    
    
    
    
    
    
    AccrualBalance
    
    
    Current
    
    
    Costs
    
    
    BalanceFebruary 1,
    
    
    Period
    
    
    Paid or
    
    
    January 29,2004
    
    
    Expense
    
    
    Settled
    
    
    2005Contract termination costs
    
    $
    1,192
    
    
    $
    
    
    
    $
    (949
    )
    
    $
    243Store closing costs liability
    
    $
    1,192
    
    
    $
    
    
    
    $
    (949
    )
    
    $
    243
 Beginning
    
    
    
    
    
    
    
    
    
    
    EndingAccrual
    
    
    
    
    
    
    
    
    
    
    AccrualBalance
    
    
    Current
    
    
    Costs
    
    
    BalanceJanuary 30,
    
    
    Period
    
    
    Paid or
    
    
    January 28,2005
    
    
    Expense
    
    
    Settled
    
    
    2006Contract termination costs
    
    $
    243
    
    
    $
    
    
    
    $
    (243
    )
    
    $
    Store closing costs liability
    
    $
    243
    
    
    $
    
    
    
    $
    (243
    )
    
    $
    
  
 Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.
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Report of Independent Registered Public Accounting Firm
   Consolidated financial statements
  Internal control over financial reporting
 Internal
Control  Integrated Framework Internal
Control  Integrated Framework
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Item 9A. Controls And Procedures.
 Disclosure Controls and Procedures
   Managements Report of Internal Control over Financial Reporting
  i.
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;ii.
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America, and that receipts and expenditures recorded by us
are being made only in accordance with authorizations of our management and board of
directors of the Company; andiii.
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the
financial statements.
 Internal
Control-Integrated Framework
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Inherent Limitations
  Changes in Internal Control Over Financial Reporting and Remediation of Prior Year Material
Weakness
 Issues Related to Accounting for Leases
  
 Item 9B. Other Information.
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PART III
 
 Item 10.
    
    Directors and Executive Officers of the Registrant.
   
 Item 11.
    
    Executive Compensation.
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
 Item 13.
    
    Certain Relationships and Related Transactions.
  
 Item 14.
    
    Principal Accounting Fees And Services.
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PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules.
 List of Financial Statements
  
    
    Consolidated Statements of Operations for the fiscal years ended January 28, 2006,
January 29, 2005 and January 31, 2004.
    
    Consolidated Balance Sheets as of January 28, 2006 and January 29, 2005.
    
    Consolidated Statements of Changes in Shareholders Equity for the fiscal years ended
January 28, 2006, January 29, 2005 and January 31, 2004.
    
    Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2006,
January 29, 2005 and January 31, 2004.
    
    Notes to Consolidated Financial Statements.
 List of Financial Statement Schedules.
  List of Exhibits.
 2.1
    
    Distribution Agreement dated as of August 23, 1999 between The Limited, Inc.
and Too, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K filed October 1, 1999).3.1
    
    Amended and Restated Certificate of Incorporation of Too, Inc. (incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 1, 1999).3.2
    
    Amended and Restated Bylaws of Too, Inc. (incorporated by reference to Exhibit
3.2 to the Current Report on Form 8-K filed October 1, 1999).3.3
    
    Certificate of Designations of Series A Junior Participating Cumulative
Preferred Stock of Too, Inc. as filed with the Delaware Secretary of State on August
27, 2001 (incorporated by reference to Exhibit 4.1 to Registration Statement on Form
8-A filed August 27, 2001).4.1
    
    Specimen Certificate of Common Stock of Too, Inc. (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed October 1, 1999).
 
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4.2
    
    Rights Agreement, dated as of August 14, 2001, by and between the Company and
EquiServe Trust Company, N.A., as Rights Agent, and which includes as Exhibit A thereto
the form of Certificate of Designations of Series A Junior Participating Cumulative
Preferred Stock, as Exhibit B thereto the form of Right Certificate and as Exhibit C
thereto the Summary of Rights (incorporated by reference to Exhibit 4.1 to Registration
Statement on Form 8-A filed August 27, 2001).4.3
    
    Agreement of Substitution and Amendment of Rights Agreement, dated as of
November 11, 2003, to be effective as of October 20, 2003, between the Company and
American Stock Transfer & Trust Company, a New York banking corporation, as Rights
Agent (incorporated by reference to Exhibit 4.2 to Registration Statement on Form 8-A/A
No.1 filed December 17, 2003).10.1
    
    Store Leases Agreement dated as of August 23, 1999 by and among The Limited
Stores, Inc., Victorias Secret Stores, Inc., Lerner New York, Inc., Express, LLC,
Structure, Inc., The Limited, Inc. and Too, Inc. (incorporated by reference to Exhibit
10.2 to the Current Report on Form 8-K filed October 1, 1999).10.2
    
    Trademark and Service Mark Licensing Agreement dated as of August 23, 1999
between Limco, Inc. and LimToo, Inc. (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K filed October 1, 1999).10.3
    
    Tax Separation Agreement dated August 23, 1999 between The Limited, Inc., on
behalf of itself and the members of The Limited Group, and Too, Inc., on behalf of
itself and the members of the Too Group. (incorporated by reference to Exhibit 10.5 to
the Current Report on Form 8-K filed October 1, 1999).10.4
    
    Too, Inc. Second Amended and Restated 1999 Stock Option and Performance
Incentive Plan (incorporated by reference to Exhibit 10.23 to the Quarterly Report on
Form 10-Q filed on June 14, 2001).10.5
    
    Too, Inc. Third Amended and Restated 1999 Stock Option Plan for Non- Associate
Directors (incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form
10-Q filed on June 14, 2001).10.6
    
    Too, Inc. Second Amended and Restated Savings and Retirement
Plan (incorporated by reference to Exhibit 10.11 to the Annual
Report on Form 10-K filed on April 13, 2005).10.7
    
    Too, Inc. First Amended and Restated Supplemental Retirement and Deferred Compensation
Plan. (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed
on September 11, 2000).10.8
    
    Employment Agreement, dated as of September 15, 2003, between the Company and
Michael W. Rayden (incorporated by reference to Exhibit 10.13 to the Annual Report on
Form 10-K filed on April 7, 2004).10.9
    
    Executive Agreement, dated as of September 15, 2000, between the Company and
Michael W. Rayden (incorporated by reference to Exhibit 10.2 to the Quarterly Report on
Form 10-Q filed on December 14, 2000).
 
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10.10
    
    Employment Agreement, dated as of September 15, 2003, between the Company and
Kent A. Kleeberger (incorporated by reference to Exhibit 10.15 to the Annual Report on
Form 10-K filed on April 7, 2004).10.11
    
    Employment Agreement, dated as of September 15, 2003, between the Company and
James C. Petty (incorporated by reference to Exhibit 10.16 to the Annual Report on Form
10-K filed on April 7, 2004).10.12
    
    Employment Agreement, dated as of September 15, 2003, between the Company and
Ronald Sykes (incorporated by reference to Exhibit 10.17 to the Annual Report on Form
10-K filed on April 7, 2004).10.13
    
    Executive Agreement, dated as of October 30, 2000, between the Company and
Ronald Sykes (incorporated by reference to Exhibit 10.20 to the Annual Report on Form
10-K filed on May 2, 2001).10.14
    
    Employment Agreement, dated as of September 15, 2003, between the Company and
Sally A. Boyer (incorporated by reference to Exhibit 10.21 to the Quarterly Report on
Form 10-Q filed on September 8, 2004).10.15
    
    Executive Agreement, dated as of September 15, 2000, between the Company and
Sally A. Boyer (incorporated by reference to Exhibit 10.22 to the Quarterly Report on
Form 10-Q filed on December 14, 2000).10.16
    
    Employment Agreement, dated as of September 15, 2003, between the Company and
Scott M. Bracale (incorporated by reference to Exhibit 10.21 to the Annual Report on
Form 10-K filed on April 7, 2004).10.17
    
    Executive Agreement, dated as of September 15, 2000, between the Company and
Scott M. Bracale (incorporated by reference to Exhibit 10.25 to the Annual Report on
Form 10-K filed on April 9, 2003).10.18
    
    Employment Agreement, dated as of September 15, 2003, between the Company and
Joan E. Munnelly (incorporated by reference to Exhibit 10.23 to the Annual Report on
Form 10-K filed on April 7, 2004).10.19
    
    Executive Agreement, dated as of September 15, 2000, between the Company and
Joan E. Munnelly (incorporated by reference to Exhibit 10.27 to the Annual Report on
Form 10-K filed on April 9, 2003).10.20
    
    Employment Agreement, dated as of February 23, 2004, between the Company and
William E. May, Jr. (incorporated by reference to Exhibit 10.25 to the Annual Report on
Form 10-K filed on April 7, 2004).10.21
    
    Executive Agreement, dated as of February 23, 2004, between the Company and
William E. May, Jr. (incorporated by reference to Exhibit 10.21 to the Annual Report on
Form 10-K filed on April 7, 2004).10.22
    
    Credit Agreement, dated as of April 29, 2003, among the Company, as Borrower,
each of the Guarantors (as defined in the Credit Agreement), the Lenders (as
 
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defined in the Credit Agreement), National City Bank, as Administrative Agent
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed May 7, 2003).10.23
    
    First Amendment to Credit Agreement among the Company, as Borrower, each of
the Guarantors (as defined in the Credit Agreement), the Lenders (as defined in the
Credit Agreement), National City Bank, as Agent, Fifth Third Bank, as co-syndication
agent, LaSalle Bank National Association, as co-syndication agent, Bank of America,
N.A., as co-documentation agent, and The Huntington National Bank, as co-documentation
agent (incorporated by reference to Exhibit 10.29 to the Quarterly Report on Form 10-Q
filed on September 16, 2003).10.24
    
    Second Amendment to Credit Agreement, dated as of October 29, 2004, among the
Company, as Borrower, each of the Guarantors (as defined in the Credit Agreement), the
Lenders (as defined in the Credit Agreement), National City Bank, as Agent, Fifth Third
Bank, as co-syndication agent, LaSalle Bank National Association, as co-syndication
agent, Bank of America, N.A., as co-documentation agent, and The Huntington National
Bank, as co-documentation agent (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed on November 3, 2004).10.25
    
    Too, Inc. Incentive Compensation Plan (incorporated by reference to the
Companys Definitive Proxy Statement for the 2004 Annual Meeting of Stockholders filed
on April 7, 2004).10.26
    
    Form of Notice of Grant of Stock Options (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed on February 11, 2005).10.27
    
    Form of Notice of Grant of Restricted Stock (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed on February 11, 2005).10.28
    
    2005 Stock Plan for Non-Associate Directors (incorporated by reference to
Appendix B to the Definitive Proxy Statement for the Companys 2005 Annual Meeting of
Stockholders held May 19, 2005, filed April 20, 2005).10.29
    
    2005 Stock Option and Performance Incentive Plan (incorporated by reference to
Appendix A to the Definitive Proxy Statement for the Companys Special Meeting of
Stockholders held October 31, 2005, filed September 28, 2005).10.30
    
    Credit Agreement, dated October 28, 2005, by and among Too, Inc.s domestic
subsidiaries, as Guarantors, National City Bank, as Lead Arranger and Administrative
Agent, Fifth Third Bank, as Syndication Agent, Bank of America, as Documentation Agent,
LaSalle Bank National Association, as Managing Agent, and Citicorp USA, Inc. as Lender
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on
November 3, 2005).10.31
    
    Form of Notice of Grant of Stock Options (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed February 21, 2006).
 
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10.32
    
    Form of Notice of Grant of Restricted Stock (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K filed February 21, 2006).16.1
    
    Letter of PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated
February 22, 2006 (received by the Company on February 23, 2006) (incorporated by reference to the
Current Report on Form 8-K filed February 24, 2006).21
    
    Subsidiaries of the Registrant. *23
    
    Consent of Independent Registered Public Accounting Firm. *24
    
    Powers of Attorney.*31.1
    
    Certification of Periodic Report by the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Periodic Report by the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of Periodic Report by the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**32.2
    
    Certification of Periodic Report by the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed with this report.**
    
    Furnished with this report. Exhibits.
  Financial Statement Schedules.
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SIGNATURES
  Date:
April 10, 2006
    
    TOO, INC.(registrant)/s/ Poe A. TimmonsPoe A. TimmonsSenior Vice President and Chief Financial Officer(Principal Financial Officer)
  Signature
    
    Title/s/ MICHAEL W. RAYDEN*
Michael W. Rayden
    
    Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)/s/ POE A. TIMMONS

Poe A. Timmons
    
    Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)/s/ ELIZABETH M. EVEILLARD*
    
    DirectorElizabeth M. Eveillard/s/ NANCY J. KRAMER*
    
    DirectorNancy J. Kramer/s/ DAVID A. KRINSKY*
    
    DirectorDavid A. Krinsky/s/ PHILIP E. MALLOTT*
    
    DirectorPhilip E. Mallott
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Signature
    
    Title/s/ FREDRIC M. ROBERTS*
    
    DirectorFredric M. Roberts/s/ KENNETH J. STROTTMAN*
    
    DirectorKenneth James Strottman
 
 *
    
    The undersigned, by signing his/her 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. /s/ Poe A. TimmonsPoe A. Timmons
Attorney-in-fact
 74