Obligation L Brands Inc 7.6% ( US532716AN75 ) en USD

L Brands Inc

85.127 % ▼

Etas-Unis

US532716AN75 ( en USD )

7.6% par an ( paiement semestriel )

14/07/2037

Prospectus brochure de l'obligation L Brands Inc US532716AN75 en USD 7.6%, échéance 14/07/2037

1 000 USD

300 000 000 USD

532716AN7

B- ( Très spéculatif )

Caa1 ( Risque élevé )

15/07/2024 ( Dans 59 jours )

L'Obligation émise par L Brands Inc ( Etas-Unis ) , en USD, avec le code ISIN US532716AN75, paye un coupon de 7.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2037

L'Obligation émise par L Brands Inc ( Etas-Unis ) , en USD, avec le code ISIN US532716AN75, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par L Brands Inc ( Etas-Unis ) , en USD, avec le code ISIN US532716AN75, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration No. 333-125561
Prospectus Supplement
(To Prospectus dated June 15, 2005)
$1,000,000,000

$700,000,000 6.90% Notes due 2017
$300,000,000 7.60% Notes due 2037

The 2017 notes will bear interest at the rate of 6.90% per year and the 2037 notes will bear interest at the rate of
7.60% per year. Interest on the notes is payable on January 15 and July 15 of each year, beginning on January 15,
2008. The 2017 notes will mature on July 15, 2017 and the 2037 notes will mature on July 15, 2037. We may
redeem some or all of the notes at any time and from time to time at the redemption price described herein.
The notes will be our senior unsecured obligations and will rank equally with all our other senior unsecured
indebtedness from time to time outstanding.
We do not intend to list the notes on any national securities exchange.
Investing in the notes involves risks. See " Risk Factors" beginning on page S-6.

Price to
Underwriting
Proceeds To Us

Public(1)

Discounts
(Before Expenses)(1)
Per 2017 note

99.773%

0.650%

99.123%
Total

$698,411,000
$ 4,550,000
$
693,861,000
Per 2037 note

99.579%

0.875%

98.704%
Total

$298,737,000
$ 2,625,000
$
296,112,000

(1) Plus accrued interest, if any, from July 17, 2007.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
The Underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository
Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and
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Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on July
17, 2007.

Joint Book-Running Managers
Banc of America Securities LLC
JPMorgan

Senior Co-Manager
Citi
Co-Managers
BNP Paribas

HSBC

KeyBanc Capital Markets
Lazard Capital Markets Mizuho Securities USA Inc. RBS Greenwich Capital Wachovia Securities
July 12, 2007
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Prospectus Supplement
Table of Contents
No person has been authorized to give any information or to make any representation other than those set forth or
incorporated by reference in this prospectus supplement and the accompanying prospectus and, if given or made,
such information or representations must not be relied upon.
All references to "Limited Brands", "we", "our", and "us" in this prospectus supplement refer to Limited Brands,
Inc. and its subsidiaries, unless the context requires otherwise.
TABLE OF CONTENTS

Page
Prospectus Supplement

Where You Can Find More Information

S-1
Disclosure About Forward-Looking Statements

S-2
Summary

S-3
The Company

S-3
Risk Factors

S-6
Use of Proceeds

S-7
Ratios of Earnings to Fixed Charges

S-7
Description of the Notes

S-8
Material United States Federal Tax Considerations
S-14
Underwriting
S-18
Validity of the Notes
S-20
Experts
S-20
Prospectus
About This Prospectus

1
Where You Can Find More Information

2
Disclosure About Forward-Looking Statements

3
Limited Brands, Inc.

4
Risk Factors

4
Use of Proceeds

5
Ratios of Earnings to Fixed Charges

5
Description of Capital Stock

6
Description of Debt Securities

8
Description of Warrants

14
Description of Purchase Contracts

15
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Description of Units

15
Plan of Distribution

16
Legal Opinions

17
Experts

17

i
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Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
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. 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 supplement and the accompanying 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 and any future filings we make with the SEC under Sections 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities. Current Reports on Form 8-K
furnishing information under Item 2.02 or 7.01 are not incorporated by reference herein:

· Annual Report on Form 10-K for the year ended February 3, 2007 (the "2006 Annual Report") (including

the portions of the proxy statement for our annual meeting of stockholders held on May 21, 2007, filed
on April 16, 2007 and incorporated by reference therein).

· Quarterly Report on Form 10-Q for the quarterly period ended May 5, 2007.

· Current Reports on Form 8-K filed on April 11, 2007, May 15, 2007 (with respect to Items 1.01, 8.01 and

9.01), June 22, 2007, July 9, 2007 and July 11, 2007.
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
You should rely only on the information incorporated by reference or provided in this prospectus supplement and
the accompanying prospectus. We have not, and the Underwriters have not, authorized anyone else to provide you
with different information. We are not, and the Underwriters are not, making an offer of these securities in any
state where the offer is not permitted. You should not assume that the information in this prospectus supplement
and the accompanying prospectus is accurate as of any date other than the date on the front of this prospectus
supplement.

S-1
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DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation
Reform Act of 1995) contained in this prospectus supplement and the accompanying prospectus or made by us or
management involve risks and uncertainties and are subject to change based on various important factors, many of
which are beyond our control. Accordingly, our future performance and financial results may differ materially
from those expressed or implied in any such forward-looking statements. Words such as "estimate," "project,"
"plan," "believe," "expect," "anticipate," "intend," "planned," "potential" and similar expressions may identify
forward-looking statements. The following factors, among others, in some cases have affected and in the future
could affect our financial performance and actual results and could cause actual results to differ materially from
those expressed or implied in any forward-looking statements included in this prospectus supplement and the
accompanying prospectus or otherwise made by us: risks associated with general economic conditions, consumer
confidence and consumer spending patterns; the potential impact of national and international security concerns on
the retail environment, including any possible military action, terrorist attacks or other hostilities; risks associated
with the seasonality of our business; risks associated with the highly competitive nature of the retail industry
generally and the segments in which we operate particularly; risks related to consumer acceptance of our products
and our ability to keep up with fashion trends, develop new merchandise, launch new product lines successfully,
offer products at the appropriate price points and enhance our brand image; risks associated with our ability to
retain, hire and train key personnel and management; risks associated with the possible inability of our
manufacturers to deliver products in a timely manner or meet quality standards; risks associated with our reliance
on foreign sources of production, including risks related to the disruption of imports by labor disputes, risks
related to political instability, risks associated with legal and regulatory matters, risks related to duties, taxes, other
charges and quotas on imports, risks related to local business practices, potential delays or disruptions in shipping
and related pricing impacts and political issues and risks related to currency and exchange rates; risks associated
with the dependence on a high volume of mall traffic and the possible lack of availability of suitable store
locations on appropriate terms; risks associated with labor shortages or increased labor costs; risks associated with
increases in the costs of mailing, paper and printing; risks associated with our ability to service any debt we incur
from time to time as well as the requirements the agreements related to such debt impose upon us; risks associated
with our reliance on information technology, including risks related to the implementation of new information
technology systems and risks related to utilizing third parties to provide information technology services; risks
associated with severe weather conditions, natural disasters or health hazards; risks associated with rising energy
costs; risks related to the announced Limited Stores transaction; and risks associated with independent licensees.
We are not under any obligation and we do not intend to make publicly available any update or other revisions to
any of the forward-looking statements contained in this prospectus supplement and the accompanying prospectus
to reflect circumstances existing after the date of this prospectus supplement 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.

S-2
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SUMMARY
The following summary information is qualified in its entirety by the information contained elsewhere in this
prospectus supplement and the accompanying prospectus, including the documents we have incorporated by
reference, and in the indenture as described under "Description of the Notes".
The Company
Limited Brands, through Victoria's Secret, Bath & Body Works, C.O. Bigelow, Limited Stores, La Senza, White
Barn Candle Co., Henri Bendel and Diva London, presently operates 3,140 specialty stores. The Company's
products are also available online at www.VictoriasSecret.com, www.BathandBodyWorks.com and www.
LaSenza.com.
Limited Brands was re-incorporated as The Limited, Inc. under the laws of Delaware in 1982 and changed its
name to Limited Brands, Inc. in May 2002. Our principal executive offices are located 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, on the Victoria's Secret website, on the Bath & Body Works website and on the La
Senza website is not a part of this prospectus supplement or the accompanying prospectus.
Recent Developments
On July 9, 2007, we announced that we had finalized the sale of a 75 percent ownership interest in our Express
brand to affiliates of Golden Gate Capital for pre-tax cash proceeds of $602 million, subject to closing
adjustments. Limited Brands and Golden Gate Capital agreed to increase Golden Gate Capital's stake to 75
percent from the previously announced 67 percent. The change will result in an additional $54 million in pre-tax
cash proceeds to Limited Brands which is included in the above-stated $602 million. After pre-closing
adjustments, we expect to receive after-tax cash proceeds of approximately $425 million and to record an after-
tax gain of approximately $188 million, both subject to post-closing adjustments.
On July 9, 2007, we also announced that we had signed a definitive agreement to transfer a 75 percent ownership
interest in our Limited Stores business to affiliates of Sun Capital Partners. In exchange, Sun Capital Partners will
contribute $50 million of equity capital into the business and will arrange for a $75 million credit facility. The
transaction is expected to close within the next 30 days and is subject to customary conditions. We will receive no
cash proceeds and expect to record an after-tax loss of approximately $42 million on the transaction, subject to
post-closing adjustments.
On June 22, 2007, we announced certain cost reduction initiatives, the increase in our share repurchase program
to $1 billion and the acceleration of repurchase activity and the continued exploration of strategic alternatives for
certain non-core assets.
Cost Reduction Initiatives. We will undertake a significant reduction of selling, general and administrative
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Prospectus Supplement
expenses with expected savings of approximately $100 million annually beginning in fiscal 2008. These savings
will be primarily realized through a decrease in headcount of approximately 10 percent at the corporate and brand
home offices, which includes the elimination of open positions, reduction of current staff and transfers to the new
Express business in conjunction with the sale. No headcount reductions are anticipated in stores, distribution
centers or call centers. The current corporate and brand home office employment is approximately 5,300
associates. Savings will also be realized through a reduction of other operating expenses.
Share Repurchase Program. We are increasing the previously announced $500 million share repurchase program
to $1 billion. Under this program, we have repurchased $190.5 million worth of shares and intend to accelerate
the rate of repurchases. The specific timing, amount and method of repurchases will vary based on market
conditions and other factors.
Non-Core Assets. We are evaluating the feasibility of alternatives involving certain non-core assets, including real
estate and other investments. We are not considering alternatives for Mast Industries, Inc., which is strategic to
the sourcing and production of merchandise for Victoria's Secret, Pink and La Senza.

S-3
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The Offering
Issuer
Limited Brands, Inc.
Securities Offered
$700,000,000 aggregate principal amount of 6.90% notes due 2017.

$300,000,000 aggregate principal amount of 7.60% notes due 2037.
Maturity
The 2017 notes will mature on July 15, 2017 and the 2037 notes will
mature on July 15, 2037.
Interest Payment Dates
January 15 and July 15 of each year, commencing on January 15, 2008.
Interest Rate
The 2017 notes will bear interest at the rate of 6.90% per year and the
2037 notes will bear interest at the rate of 7.60% per year.
Further Issuances
We may create and issue further notes ranking equally and ratably with
the notes offered by this prospectus supplement in all respects, so that
such further notes will be consolidated and form a single series with the
notes offered by this prospectus supplement and will have the same
terms as to status, redemption or otherwise.
Optional Redemption
We may redeem the notes, in whole or in part, at any time and from time
to time at the redemption prices described herein under the caption
"Description of the Notes--Optional Redemption".
Change of Control
Upon the occurrence of both (i) a change of control of Limited Brands
and (ii) a downgrade of the notes below an investment grade rating by
both Moody's Investors Service, Inc. and Standard & Poor's Ratings
Services within a specified period, Limited Brands will be required to
make an offer to purchase the notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest to the date of
repurchase. See "Description of Notes--Change of Control."
Ranking
The notes will be our senior unsecured obligations and will rank equally
with all our other senior unsecured indebtedness, including all other
unsubordinated debt securities issued under the indenture, from time to
time outstanding. The indenture provides for the issuance from time to
time of senior unsecured indebtedness by us in an unlimited amount. See
"Description of the Notes".

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Form and Denomination
The notes will be issued in fully registered form in denominations of
$2,000 or integral multiples of $1,000 thereof.
DTC Eligibility
The notes will be represented by global certificates deposited with, or on
behalf of, The Depository Trust Company ("DTC") or its nominee. See
"Description of the Notes--Book-Entry Procedures".
Same Day Settlement
Beneficial interests in the notes will trade in DTC's same-day funds
settlement system until maturity. Therefore, secondary market trading
activity in such interests will be settled in immediately available funds.

S-4
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Document Outline

sec.gov
- #1">Prospectus Supplement