Obligation Bath & Body Co. 6.95% ( US532716AK37 ) en USD

Bath & Body Co.

100.53 % ▲

Etats-unis

US532716AK37 ( en USD )

6.95% par an ( paiement semestriel )

28/02/2033

Prospectus brochure de l'obligation Bath & Body Works US532716AK37 en USD 6.95%, échéance 28/02/2033

1 000 USD

349 485 000 USD

532716AK3

BB- ( Spéculatif )

B1 ( Très spéculatif )

01/03/2026 ( Dans 21 jours )

Bath & Body Works est une marque américaine de produits de soins corporels et de parfums, connue pour ses senteurs variées et ses produits populaires tels que les gels douche, les lotions corporelles, les bougies parfumées et les brumes parfumées pour le corps.

L'Obligation émise par Bath & Body Co. ( Etats-unis ) , en USD, avec le code ISIN US532716AK37, paye un coupon de 6.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2033

L'Obligation émise par Bath & Body Co. ( Etats-unis ) , en USD, avec le code ISIN US532716AK37, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Bath & Body Co. ( Etats-unis ) , en USD, avec le code ISIN US532716AK37, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 apr3003_424b3.htm
Filed Pursuant to Rule 424(b)(3)
File No. 333-104633
PROSPECTUS
LIMITED BRANDS, INC.
Offer to Exchange
6.95% Exchange Debentures due 2033
for
6.95% Debentures due 2033
We are offering to exchange up to $350,000,000 of our new 6.95% Exchange Debentures due 2033 for up
to $350,000,000 of our existing 6.95% Debentures due 2033. The terms of the new debentures are identical in all
material respects to the terms of the old debentures, except that the new debentures have been registered under
the Securities Act, and the transfer restrictions and registration rights relating to the old debentures do not apply
to the new debentures.
To exchange your old debentures for new debentures:

· you are required to make the representations described on page 6 to us

· you must complete and send the letter of transmittal that accompanies this prospectus to the exchange
agent, The Bank of New York, by 5:00 p.m., New York time, on May 29, 2003

· you should read the section called "The Exchange Offer" for further information on how to exchange
your old debentures for new debentures
See "Risk Factors" beginning on page 8 for a discussion of risk factors that should be considered by
you prior to tendering your old debentures in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or
accuracy of this Prospectus. Any representation to the contrary is a criminal offense.
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April 30, 2003
Table of Contents

Page
Where You Can Find More Information
3
Disclosure About Forward-Looking Statements
4
Summary
5
Risk Factors
8
Use of Proceeds
12
Ratios of Earnings to Fixed Charges
12
Selected Consolidated Financial Data
13
Description of the Exchange Debentures
15
The Exchange Offer
20
Material United States Federal Income Tax Consequences of the Exchange Offer
28
Plan of Distribution
28
Legal Matters
28
Experts
28
Each broker-dealer that receives new debentures for its own account pursuant to the exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale of such new debentures. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection with resales of new debentures
received in exchange for old debentures where such old debentures were acquired by such broker-dealer as a
result of market-making activities or other trading activities. We have agreed that, starting on the expiration date
and ending on the close of business six months after the expiration date, we will make this prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
In this prospectus the terms "Limited Brands," "we," "us," and "our" refer to Limited Brands, Inc.
2
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC, Washington, D.C. 20549, a registration statement on Form S-4 under the
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Securities Act with respect to our offering of the new debentures. This prospectus does not contain all of the
information included in the registration statement and the exhibits and schedules thereto. You will find additional
information about us and the new debentures in the registration statement. Certain items are omitted from this
prospectus in accordance with the rules and regulations of the SEC. For further information with respect to the
company and the new debentures, reference is made to the registration statement and the exhibits and any
schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each instance, if such contract or document is filed as an
exhibit to the registration statement, reference is made to the copy of such contract or other document filed as an
exhibit, each statement being qualified in all respects by such reference.
We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our
SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may
also read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms.
The SEC allows us to incorporate by reference the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference the documents listed below:

· Annual Report on Form 10-K for the year ended February 1, 2003 (including the portions of the proxy
statement for our annual meeting of stockholders to be held on May 19, 2003 incorporated by reference
therein).

· Current Report on Form 8-K filed on February 12, 2003.

· Current Report on Form 8-K filed on March 4, 2003 and Amendment No. 1 on Form 8-K/A filed on
April 22, 2003.

· Current Report on Form 8-K filed on April 7, 2003.
All documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, from the date of this prospectus and prior to the termination of the exchange offer shall also be
deemed to be incorporated in this prospectus by reference.
You may request a copy of these filings, at no cost, by writing or telephoning us at our principal executive
offices at the following address:

Limited Brands, Inc.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
(614) 415-7076
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You should rely only on the information incorporated by reference or provided in this prospectus. We have
not authorized anyone else to provide you with different information. We are not making an exchange offer of
the debentures in any state where the exchange offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on the front of this prospectus.
Investors should read all information supplementing this prospectus.
3
DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference forward-looking statements. Investors are cautioned
that such forward-looking statements are subject to risks and uncertainties, including those described under "Risk
Factors," many of which are beyond our control. Accordingly, actual 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.
All forward-looking statements are qualified by the risks described under "Risk Factors" which, if they
develop into actual events, could have a material adverse effect on our businesses, financial condition or results
of operations. In addition, investors should consider the other information contained in or incorporated by
reference into this prospectus.
We are not under any obligation and do not intend to make publicly available any update or other revisions
to any of the forward-looking statements contained in this prospectus to reflect circumstances existing after the
date of this prospectus or to reflect the occurrence of future events even if experience or future events make it
clear that any expected results expressed or implied by those forward-looking statements will not be realized.
4
SUMMARY
This summary highlights the more detailed information in this prospectus and you should read the entire
prospectus carefully.
Debentures Offered

We are offering up to $350,000,000 aggregate principal amount of
6.95% Exchange Debentures due 2033, which have been registered
under the Securities Act.
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The Exchange Offer

We are offering to issue the new debentures in exchange for a like
principal amount of your old debentures. We are offering to issue the
new debentures to satisfy our obligations contained in the registration
rights agreement entered into when the old debentures were sold in
transactions permitted by Rule 144A under the Securities Act and
therefore not registered with the SEC. For procedures for tendering,
see "The Exchange Offer."
Tenders, Expiration Date,

The exchange offer will expire at 5:00 p.m. New York City time on
Withdrawal
May 29, 2003 unless it is extended. If you decide to exchange your old
debentures for new debentures, you must acknowledge that you are not
engaging in, and do not intend to engage in, a distribution of the new
debentures. If you decide to tender your old debentures in the exchange
offer, you may withdraw them at any time prior to 5:00 p.m. New York
City time on May 29, 2003. If we decide for any reason not to accept
any old debentures for exchange, your old debentures will be returned
to you without expense to you promptly after the exchange offer
expires.
Federal Income Tax Consequences
Your exchange of old debentures for new debentures in the exchange
offer will not be a taxable exchange for Federal income tax purposes.
See "Material United States Federal Income Tax Consequences of the
Exchange Offer."
Use of Proceeds

We will not receive any proceeds from the issuance of the new
debentures in the exchange offer.
Exchange Agent

The Bank of New York is the exchange agent for the exchange offer.
Failure to Tender Your Old

If you fail to tender your old debentures in the exchange offer, you will
Debentures
not have any further rights under the registration rights agreement,
including any right to require us to register your old debentures or to
pay you additional interest.
5
You will be able to resell the new debentures without registering them with the SEC if you meet the
requirements described below.
Based on interpretations by the SEC's staff in no-action letters issued to third parties, we believe that new
debentures issued in exchange for old debentures in the exchange offer may be offered for resale, resold or
otherwise transferred by you without registering the new debentures under the Securities Act or delivering a
prospectus, unless you are a broker-dealer receiving debentures for your own account, so long as:
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· you are not one of our "affiliates," which is defined in Rule 405 of the Securities Act;

· you acquire the new debentures in the ordinary course of your business;

· you do not have any arrangement or understanding with any person to participate in the distribution of
the new debentures; and

· you are not engaged in, and do not intend to engage in, a distribution of the new debentures.
If you are an affiliate of Limited Brands, or you are engaged in, intend to engage in or have any
arrangement or understanding with respect to, the distribution of new debentures acquired in the exchange offer,
you (1) should not rely on our interpretations of the position of the SEC's staff and (2) must comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
If you are a broker-dealer and receive new debentures for your own account in the exchange offer:

· you must represent that you do not have any arrangement with us or any of our affiliates to distribute the
new debentures;

· you must acknowledge that you will deliver a prospectus in connection with any resale of the new
debentures you receive from us in the exchange offer; the letter of transmittal states that by so
acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an
"underwriter" within the meaning of the Securities Act; and

· you may use this prospectus, as it may be amended or supplemented from time to time, in connection
with the resale of new debentures received in exchange for old debentures acquired by you as a result of
market making or other trading activities.
Each broker-dealer that receives new debentures for its own account in exchange for old debentures, where
such old debentures were acquired by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new
debentures. See "Plan of Distribution."
Summary Description of the Exchange Debentures
The terms of the new debentures and the old debentures are identical in all material respects, except that
the new debentures have been registered under the Securities Act, and the transfer restrictions and registrations
rights relating to old debentures do not apply to the new debentures.
Interest Payment Dates

March 1 and September 1 of each year
Optional Redemption

We may redeem the debentures, in whole or in part, at any time at the
"make-whole" prices described in "Description of Debentures--
Optional Redemption."
6
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Ranking

The debentures will be our senior unsecured obligations and will rank
on a parity with all our other senior unsecured unsubordinated
indebtedness, including all other unsubordinated debt securities issued
under the indenture. The indenture provides for the issuance from time
to time of senior unsecured indebtedness by us in an unlimited amount.
See "Description of the Exchange Debentures."
Use of Proceeds

We will not receive any proceeds from the exchange of new
debentures for old debentures.
The Company
Limited Brands, Inc., a Delaware corporation formerly known as The Limited, Inc., sells women's and
men's apparel, women's intimate apparel and personal care products under various trade names through its
specialty retail stores and direct response (catalog and e-commerce) businesses. Merchandise is targeted to appeal
to customers in various market segments that have distinctive consumer characteristics. Limited Brands, Inc.,
including Victoria's Secret, Bath and Body Works, Express, Express Men's (Structure), Limited Stores, White
Barn Candle Co. and Henri Bendel, presently operates approximately 4,000 specialty stores. Victoria's Secret
products are also available through its catalog and www.VictoriasSecret.com.
Limited Brands was re-incorporated as The Limited, Inc. under the laws of Delaware in 1982, changed its
name to Limited Brands, Inc. in May 2002, and has its principal executive offices at Three Limited Parkway, P.
O. Box 16000, Columbus, Ohio 43216. Our Investor Relations telephone number is 614-415-7076. Internet users
can obtain information about Limited Brands and its services at www.limitedbrands.com. However, the
information on our website and on the Victoria's Secret website is not a part of this prospectus.
Recent Developments
On February 3, 2003, we announced:

· a 33% increase in our common stock annual cash dividend to $0.40 from $0.30 cents per share. The
quarterly dividend of $0.10 per share is payable on March 18, 2003 to shareholders of record at the
close of business on March 7, 2003.

· authorization by our Board of Directors of a repurchase of up to $150 million of our outstanding shares.
We may repurchase shares from time to time in the open market or through privately negotiated
transactions, depending on prevailing market conditions.
On February 7, 2003, we announced the creation of an Office of the Chief Executive and appointed Dr.
Leonard A. Schlesinger as Vice Chairman. In addition, Dr. Schlesinger will retain his position as Chief Operating
Officer.
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On February 10, 2003, we announced the appointment of Neil Fiske to the position of Chief Executive
Officer, Bath & Body Works (BBW). Mr. Fiske joins Ken Stevens, whose role was elevated to President in
January in connection with the retirement of former BBW President and CEO Beth Pritchard.
7
RISK FACTORS
In addition to the other information contained in or incorporated by reference into this prospectus, you
should carefully consider the following risk factors in deciding whether to exchange your debentures.
Risks Relating to Limited Brands and its Business

Our revenue and profit results are sensitive to general economic conditions, consumer confidence and
spending patterns.
Our growth, sales and profitability may be adversely affected by negative local, regional, national or
international economic trends that shake consumer confidence, including the effects of war, terrorism or the
threat thereof. Purchases of women's and men's apparel, women's intimate apparel, personal care products and
accessories often decline during periods when economic or market conditions are unsettled or weak. In such
circumstances, we may increase the number of promotional sales, which would further adversely affect
profitability.
Our net sales, operating income and inventory levels fluctuate on a seasonal basis.
Our businesses experience major seasonal fluctuations in their net sales and operating income, with a
significant portion of their operating income typically realized during the fourth quarter holiday season. Any
decrease in sales or margins during this period could have a disproportionate effect on our financial condition and
results of operations.
Seasonal fluctuations also affect our inventory levels, since we usually order merchandise in advance of
peak selling periods and sometimes before new fashion trends are confirmed by customer purchases. We must
carry a significant amount of inventory, especially before the holiday season selling period. If we are not
successful in selling the inventory during the holiday period, we may have to sell the inventory at significantly
reduced prices or we may not be able to sell the inventory at all.
We may be unable to compete favorably in the highly competitive segment of the retail industry.
The sale of intimate and other apparel, personal care products and accessories is highly competitive.
Increased competition could result in price reductions, increased marketing expenditures and loss of market
share, all of which could have a material adverse effect on our financial condition and results of operations.
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We compete for sales with a broad range of other retailers, including individual and chain fashion specialty
stores and department stores. In addition to the traditional store-based retailers, we also compete with direct
marketers that sell similar lines of merchandise, who target customers through catalogs and e-commerce. Direct
marketers also include traditional store-based retailers like us who are competing in the catalog and e-commerce
distribution channels. Our direct response business competes with numerous national and regional catalog and e-
commerce merchandisers. Brand image, marketing, fashion design, price, service, quality, image presentation
and fulfillment are all competitive factors in catalog and e-commerce sales.
Some of our competitors may have greater financial, marketing and other resources available to them. In
many cases, our primary competitors sell their products in department stores that are located in the same
shopping malls as our stores. In addition to competing for sales, we compete for favorable site locations and lease
terms in shopping malls.

We may not be able to keep up with fashion trends and may not be able to launch new product lines
successfully.
Our success depends in part on management's ability to effectively anticipate and respond to changing
fashion tastes and consumer demands and to translate market trends into appropriate, saleable product offerings
far in advance. Customer tastes and fashion trends change rapidly. If we are unable to successfully anticipate,
identify or react to changing styles or trends and misjudge the market for our products or any new product lines,
our sales will
8
be lower and we may be faced with a significant amount of unsold finished goods inventory. In response, we may
be forced to increase our marketing promotions or price markdowns, which could have a material adverse effect
on our profitability. Our brand image may also suffer if customers believe merchandise misjudgments indicate
that we are no longer able to offer the latest fashions.
We may lose key personnel.
We believe that we have benefited substantially from the leadership and experience of our senior
executives, including Leslie H. Wexner (our Chairman of the Board of Directors and Chief Executive Officer).
The loss of the services of any of these individuals could have a material adverse effect on our business and
prospects. Our future success will also depend on our ability to recruit, train and retain other qualified personnel.
Competition for key personnel in the retail industry is intense.

Our manufacturers may be unable to manufacture and deliver products in a timely manner or meet quality
standards.
We purchase apparel through our wholly owned subsidiary, Mast, a contract manufacturer and apparel
importer, as well as through other contract manufacturers and importers and directly from third-party
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manufacturers. Personal care, fragrance and beauty products are also purchased through other contract
manufacturers and importers and directly from third-party manufacturers. Similar to most other specialty
retailers, we have narrow sales windows for much of our inventory. Factors outside our control, such as
manufacturing or shipping delays or quality problems, could disrupt merchandise deliveries and result in lost
sales, cancellation charges or excessive markdowns.
We rely significantly on foreign sources of production.
We purchase apparel merchandise directly in foreign markets and in the domestic market, some of which is
manufactured overseas. We do not have any long-term merchandise supply contracts and many of our imports
are subject to existing or potential duties, tariffs or quotas. We compete with other companies for production
facilities and import quota capacity.
We also face a variety of other risks generally associated with doing business in foreign markets and
importing merchandise from abroad, such as:

· political instability;

· imposition of new legislation relating to import quotas that may limit the quantity of goods which may
be imported into the United States from countries in a particular region;

· imposition of duties, taxes, and other charges on imports;

· currency and exchange risks;

· local business practice and political issues, including issues relating to compliance with domestic or
international labor standards which may result in adverse publicity; and

· potential delays or disruptions in shipping and related pricing impacts.
New initiatives may be proposed that may have an impact on the trading status of certain countries and
may include retaliatory duties or other trade sanctions which, if enacted, would increase the cost of products
purchased from suppliers in such countries. In addition, the recent outbreak of severe acute respiratory syndrome
(SARS) in the People's Republic of China and concerns over its spread in Asia and elsewhere could have a
negative effect on the economies, financial markets and business activity in Asia and elsewhere. Our purchases of
merchandise from Asian manufacturing operations may be exposed to this risk. The future performance of our
businesses will depend upon these and the other factors listed above which are beyond our control. These factors
may have a material adverse effect on our business.
9
We depend on a high volume of mall traffic and the availability of suitable lease space.
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