Obligation Bath & Body Shop 5.25% ( US532716AL10 ) en USD

Bath & Body Shop

100 % ⇌

Etas-Unis

US532716AL10 ( en USD )

5.25% par an ( paiement semestriel )

01/11/2014 - Obligation échue

Prospectus brochure de l'obligation Bath & Body Works US532716AL10 en USD 5.25%, échue

1 000 USD

500 000 000 USD

532716AL1

NR

NR

Bath & Body Works est une chaîne de magasins américaine spécialisée dans la vente de produits de soins corporels parfumés, tels que des lotions, des gels douche, des bougies, et des brumes parfumées pour le corps.

L'Obligation émise par Bath & Body Shop ( Etas-Unis ) , en USD, avec le code ISIN US532716AL10, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/11/2014

L'Obligation émise par Bath & Body Shop ( Etas-Unis ) , en USD, avec le code ISIN US532716AL10, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Bath & Body Shop ( Etas-Unis ) , en USD, avec le code ISIN US532716AL10, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

oct2004_424b3
424B5 1 oct2004_424b3.htm
Prospectus Supplement
Filed Pursuant to Rule 424(b)(5)
(To Prospectus dated June 6, 2003)
Registration No. 333-105484
$500,000,000

5.25% Notes due 2014
The notes will bear interest at the rate of 5.25% per year. Interest on the notes is payable on May 1 and
November 1 of each year, beginning on May 1, 2005. The notes will mature on November 1, 2014. 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 or to seek the admission thereof to
trading on the NASDAQ National Market System.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-6.
Per
Note

Total
Public offering price (1)
99.630 % $ 498,150,000
Underwriting discount
0.650 % $
3,250,000
Proceeds to Limited Brands, Inc. (before expenses)(1)
98.980 % $ 494,900,000
(1)
Plus accrued interest from October 26, 2004, if settlement occurs after that date.
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 on or about October 26, 2004 through the book-entry facilities of
The Depository Trust Company.
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Joint Book-Running Managers
Banc of America Securities LLC

JPMorgan
Joint Lead Manager
Citigroup
Co-Managers
HSBC

Wachovia Securities

BNY Capital Markets, Inc.

KeyBanc Capital Markets

October 19, 2004

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
Risk Factors

S-6
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Use of Proceeds

S-9
Ratios of Earnings to Fixed Charges

S-10
Description of the Notes

S-11
Underwriting

S-14
Validity of the Notes

S-15
Experts

S-15

Prospectus

About This Prospectus

2
Where You Can Find More Information

3
Disclosure About Forward-Looking Statements

4
Limited Brands, Inc

5
Risk Factors

5
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
Description of Units

15
Plan of Distribution

15
Legal Opinions

17
Experts

17
i
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
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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:
q Annual Report on Form 10-K for the year ended January 31, 2004 (the "2003 Annual Report") (including
the portions of the proxy statement for our annual meeting of stockholders held on May 17, 2004
incorporated by reference therein).
q Quarterly Reports on Form 10-Q for the quarterly periods ended May 1, 2004 and July 31, 2004.
q Current Report on Form 8-K filed on October 8, 2004.
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
DISCLOSURE ABOUT FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying 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", "planned",
"potential" and similar expressions may identify forward-looking statements.
All forward-looking statements are qualified by the risks described under "Risk Factors" which, if they
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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 supplement and the accompanying 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 or incorporated by reference 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 projected results
expressed or implied by those forward-looking statements will not be realized.
S-2
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, Inc., a Delaware corporation formerly known as The Limited, Inc., sells women's intimate
apparel, personal care products and women's and men's apparel 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.,
through Victoria's Secret, Bath & Body Works, Express, Express Men's, Limited Stores, White Barn Candle Co.
and Henri Bendel, presently operates approximately 3,800 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 and changed its
name to Limited Brands, Inc. in May 2002 following its March 2002 merger that resulted in the acquisition of the
remaining minority interest in Intimate Brands, Inc. that it did not previously own. 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 and on the Victoria's Secret website is not
a part of this prospectus supplement or the accompanying prospectus.
Recent Developments
Tender Offer and Special Dividend
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On October 6, 2004, we announced that our Board of Directors had authorized the repurchase of $2 billion of
our common stock and a post-repurchase special dividend of $500 million. The tender offer and the special
dividend are intended to achieve multiple objectives, including demonstrating Limited Brands' confidence in the
business, providing value to continuing stockholders, providing an opportunity for Limited Brands stockholders
who wish to receive cash for their shares, establishing a capital structure that is appropriate for our current
business and maintaining financial flexibility and a strong balance sheet. The offer to purchase shares
commenced on October 7, 2004 and will expire at 12:00 midnight, New York City time on November 4, 2004,
unless extended by us.
We intend to fund the repurchase and the special dividend from a combination of our existing cash balances,
which totaled $2.1 billion as of July 31, 2004, and new borrowings of $1 billion, which includes the net proceeds
from this offering. Also, in connection with the tender offer and the special dividend, we will replace our existing
revolving credit facility with a new $1 billion facility.
Bank Financing
On October 6, 2004, in connection with the tender offer and special dividend, we entered into with JPMorgan
Chase Bank, as administrative agent, JPMorgan Chase Bank, Bank of America, N.A. and Citicorp North
America, Inc., as lenders (the "Lenders"), and Bank of America, N.A. and Citicorp North America, Inc., as co-
syndication agents: (i) a $1 billion 5-year revolving credit facility; (ii) a $500 million 5-year term loan facility
and (iii) a $500 million one-year non-amortizing bridge loan facility (collectively, the facilities).
The revolving facility provides for loans and letters of credit to be issued from time to time at our request. The
term facility provides for up to $500 million of loans to be available in a single drawing, which loans will
amortize in the third through fifth years in quarterly installments aggregating 20% in the third year, 20% in the
fourth year and 60% in the fifth year. The bridge facility provides for loans of up to $500 million to be made
available in a
S-3
single drawing and is mandatorily prepayable with the proceeds of any capital markets issuances that we make.
As of the date hereof, no amounts have been borrowed under any of the facilities, and there is no outstanding
balance thereunder.

S-4
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The Offering

Issuer
Limited Brands, Inc.

Securities Offered
$500,000,000 aggregate principal amount of 5.25% notes
due 2014.

Maturity
November 1, 2014.

Interest Payment Dates
May 1 and November 1 of each year, commencing on
May 1, 2005.

Interest Rate
5.25% 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".

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".

Form and Denomination
The notes will be issued in fully registered form in
denominations of $1,000 and in integral multiples of
$1,000.

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DTC Eligibility
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 System".

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.

Use of Proceeds
Proceeds will be used to fund, in part, the repurchase of
our common stock and the special dividend announced on
October 6, 2004. See "Use Of Proceeds".

Trustee, Registrar and Paying Agent
The Bank of New York.
S-5
RISK FACTORS
In addition to the other information contained in or incorporated by reference into this prospectus supplement
and the accompanying prospectus, you should carefully consider the following risk factors in deciding whether to
make an investment in the notes.
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 threats
of war or terrorism. 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 these
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
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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. In addition, changes in weather patterns may affect our sales.
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 would have a material adverse effect on our financial condition and results of operations. Any inability to
implement our strategic and operational initiatives would also adversely affect our financial condition and results
of operations.
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.
S-6
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,
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our sales will 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 would 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
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:
q political instability;
q 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;
q imposition of duties, taxes, and other charges on imports;
q currency and exchange risks;
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