8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 15, 2009

Limited Brands, Inc.

(Exact Name of Registrant

as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-8344	31-1029810
(Commission File Number)	(IRS Employer Identification No.)

Three Limited Parkway Columbus, OH	43230
(Address of Principal Executive Offices)	(Zip Code)

(614) 415-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The following information is being furnished pursuant to Item 7.01 “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

In connection with the private offering of the Notes discussed in Item 8.01 below, Limited Brands, Inc. (the “Registrant”) delivered a slideshow presentation to prospective investors. An excerpt of the investor slide presentation is attached as Exhibit 99.1 hereto, which is incorporated by reference into this Item 7.01.

Item 8.01 Other Events.

On June 15, 2009, the Registrant announced that it has commenced a private offering of $500 million aggregate principal amount of Senior Notes due 2019 (the “Notes”). The Notes will be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws. A copy of the Press Release pursuant to which such announcement was made is attached hereto as Exhibit 99.2.

Neither this Current Report nor the information contained in this Current Report shall constitute an offer to sell or a solicitation.

Item 9.01 Financial Statements and Exhibits.

(d) EXHIBITS

99.1    Excerpt of Investor Slide Presentation

99.2    Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Limited Brands, Inc.
Date: June 15, 2009	By	/s/ STUART B. BURGDOERFER
		Stuart B. Burgdoerfer
		Executive Vice President and Chief Financial Officer*

* Mr. Burgdoerfer is the principal financial officer and the principal accounting officer and has been duly authorized to sign on behalf of the Registrant.

EX-99.1

0

Company highlights

•

Leading brands with worldwide recognition, high store productivity and a

multi-channel platform

•

Differentiated

merchandise

and

marketing

that

drives

traffic

and

sales

•

Prudent inventory, expense and capital management

•

Capital-light focus on international market opportunities

•

Strong liquidity profile and continuing significant free cash flow generation

•

Experienced management team

Exhibit 99.1

1

•

Limited Brands continues to execute on its vision to make people

feel sexy,

sophisticated and forever young

•

Limited Brands has two premier brands, Victoria’s Secret and Bath & Body Works

»

Offering high emotional content at accessible prices

•

Limited Brands has additional growth opportunities

»

International

»

PINK

»

VSX

»

Swim

»

Bendel Accessories Concept

•

Other brands include PINK, La Senza, Henri Bendel, C.O. Bigelow

and White Barn Candle Company

Business overview

1

Adjusted EBITDA in these slides means EBITDA as adjusted to exclude certain items.

2

Includes La Senza

3

Other

includes

Corporate,

Mast,

Henri

Bendel,

Bath

&

Body

Works

Canada

and

certain

centralized

activities

and

assets

that

are

not

allocated

out

to

the

segments

2008 Adjusted EBITDA

= $1.1 billion

2008 Sales = $9.0 billion

1

Works

6%

2

Segment performance highlights

•

Intimate Apparel

»

We own three of the leading brands in intimate apparel: Victoria’s Secret, PINK, and La Senza

»

This segment generated $5.6 billion in sales in 2008, $620 million in operating income

-

Of

the

$5.6

billion,

$1.5

billion

was

through

Victoria’s

Secret

Direct

»

Victoria’s Secret has over 1,000 stores with over 5.9 million selling square feet

»

La Senza is a leading intimate apparel specialty retailer in Canada with 322 stores

»

La Senza has a presence in 45 countries internationally

•

Personal Care

»

Bath & Body Works generated $2.4 billion in sales through its retail and direct channels and $215

million in operating income in 2008

»

Bath

&

Body

Works

Direct,

which

began

in

2005,

was

profitable

in

2008

and

is

growing

rapidly

»

We

ended

2008

with

1,638

Bath

&

Body

Works

stores,

representing

over

3.8

million

selling

square

feet

3

Leading brands –

Victoria’s Secret

Victoria’s Secret (VS)

•

Roughly a quarter of the U.S. intimates market

•

A number of the best-selling bras in the U.S. are Victoria’s Secret bras

•

Biofit

(launched in March 2008) was the most successful bra launch in the

history of the brand

•

Dream

Angels

is

the

#1

fragrance

franchise

in

the

U.S.

–

three

years

running

•

Icon

in

pop

culture

–

world-recognized

brand

•

Our annual fashion show is seen in approximately

90 countries

•

Victoria’s Secret Direct (internet and catalogue) is

one of the most popular sites on the Web and is a

significant contributor to the marketing and growth

of the brand

•

Ranked #1 for dollar share of the intimate apparel

market

4

Leading brands –

Bath & Body Works

Bath & Body Works (BBW)

•

Extremely high brand awareness among women in

the U.S. and Canada

•

BBW has the best overall in-store experience ratings

versus direct specialty competitors and recently won

the International Customer Service Excellence Award

for Large Businesses presented by Customer Service

Excellence Magazine

•

#1

selling specialty beauty brand in the U.S.

•

#1

fragrant body care collection in the U.S.

(Japanese Cherry Blossom)

•

#1

spa collection in the U.S. (True Blue Spa)

5

•

Maximize sales and profits in our two key segments:

Intimate Apparel and Personal Care

•

Intensive focus on executing retail fundamentals:

»

Differentiated merchandise and marketing plans that drive traffic

and sales

»

Assortment management and inventory flow

»

Store selling and execution

»

Inventory investment levels

»

Deliver returns on capital spending

»

Management of overhead and SG&A expenses

•

Develop growth opportunities by expanding our presence

in existing markets, and developing capabilities in new

markets

»

BBW Canada

»

International

»

PINK

»

VSX

»

Henri Bendel/Accessories

»

Swim

»

Home Fragrance

Strategic priorities

6

Victoria’s Secret focus for 2009

•

Focus on the core categories

»

Bras

•

Continued push-up innovation and newness

•

Expand full coverage and wireless offering

•

Expansion of product offerings at opening price points

»

Panties

•

Reinvent signature cotton panties

•

Expand lace offering

•

Supplement with new price points

•

Continue to grow PINK

»

Continued innovation of panties

»

Increased emphasis on growing bras

»

Continue to build the Collegiate Collection

•

Continued innovation to drive growth in Beauty: body care and fragrance

•

Continue to grow within our retail channel our swimwear line, which has always been a top

performer for our direct channel

•

Continue to test and grow VSX, our line of athletic, sport-inspired apparel

7

Bath & Body Works focus for 2009

•

Focus on the core categories

»

Signature Collection Restage

•

Restage launched in all stores in February

•

Improved formulation in shower gel, with body cream and

lotion to come

•

More sophisticated packaging

•

New fragrance launches in sophisticated scents (Butterfly

Flower) and more youthful orientations

»

Home Fragrance

•

Rebranded to Slatkin with repackaged candles and new

diffuser forms

•

Launching new odor elimination in 2009

»

Antibac

•

Testing new packaging and formulations for a restage in 2010

•

Capitalizing on systems capabilities

»

Segmentation

opportunities

within

Signature

Collection

and

Home

Fragrance focused stores

»

Have improved in-stock levels on key items by 10 percentage

points while at the same time substantially reducing inventory

levels

8

International opportunity

•

High awareness and demand for both Victoria’s Secret and Bath & Body Works with the

Company’s international sales including La Senza, Bath & Body Works Canada and direct sales

shipped internationally totaling $655 million in 2008

•

First priority is Canada (company-owned operations: La Senza, BBW, VS, and PINK)

»

Six

BBW

stores

opened

during

Fall

2008,

and

approximately

25

BBW

stores

and

four

PINK

stores

are

planned for 2009

•

The original six BBW Canada stores are performing at two and half times the volume of an average

U.S. Bath & Body Works store

»

La Senza has 817 locations, 322 in Canada and 495 in 45 other countries

•

Approach to the rest of the world will be capital-light (franchising and joint ventures)

•

Laying the groundwork for opening stores and meeting with potential partners

•

Experienced international leadership team

9

1

High productivity

•

Victoria’s Secret and Bath & Body Works are among the highest productivity specialty

retailers

572

496

478

475

446

339

325

297

425

444

401

Aeropostale

Victoria's

Secret

Stores

Chico's

Bath & Body

Works

American

Eagle

Outfitters

Hot Topic

Abercrombie

& Fitch

The Buckle

Pacific

Sunwear

Gap Stores

NA

Wet Seal

Average 427

Sales / Gross Square Foot –

Fiscal 2008

Source: 10-Ks

1

Adjusted to reflect sales per gross square foot

2

Gap Stores data represents U.S. Gap Stores (does not include Old Navy and Banana Republic)

1

1

2

10

1

2

Strong cash flow across the fleet

98% of our store fleet is cash flow positive on an after-tax cash basis

> $250k

< $0

$0-$250K

After-tax cash flow

Note: Data are as of year end 2008

1

Only includes stores that have been open for at least one year and have not had construction activity for at least one year

2

After-tax 2008 store profit plus depreciation

Total stores

= 2,725

1,350

49.5%

1,328

48.7%

47

11

$1,061

$1,027

$1,212

$1,492

14.0%

12.0%

11.7%

11.6%

2006

2007

2008

LTM Q1'09

Adjusted EBITDA

Margin

Historical financial performance

$10,671

$10,134

$9,043

$8,843

2006

2007

2008

LTM Q1'09

Revenues ($ millions)

Adjusted EBITDA ($ millions)

•

While sales and Adjusted EBITDA have declined amidst these challenging times the

results have been in line with our expectation

12

1

2008 results

•

Our 2008 operating income declined 17% on a 9% decrease in comparable store sales

1

2007 adjusted to exclude gain/loss on apparel divestitures, gift card breakage recognition, gain on the sales of other assets and restructuring charges;

2008 adjusted to exclude impairment on La Senza goodwill, gain on joint venture sales and restructuring charges

($ millions)

B / (W)

2007

2008

$

%

Sales

$10,134

$9,043

($1,092)

(11%)

LL %

(2%)

(9%)

Gross

Margin

3,509

3,006

(503)

(14%)

% of sales

35%

33%

Adjusted

Operating Income

860

718

(142)

(17%)

Adjusted

EBITDA

$1,212

$1,061

($151)

(12%)

13

2008 quarterly results

($ millions)

•

Our

2008

full

year

results

were

driven

by

weakness

in

the

fourth

quarter

•

Through

the

first

three

quarters,

2008

compared

favorable

y-o-y

on

an

EBITDA

basis

1

2007 adjusted to exclude gain/loss on apparel divestitures, gift card breakage recognition, gain on the sales of other assets and restructuring charges;

2008 adjusted to exclude impairment on La Senza goodwill, gain on joint venture sales and restructuring charges

Q1 –

Q3

Q4

B / (W)

B / (W)

2007

2008

$

%

2007

2008

$

%

Sales

$6,858

$6,052

($807)

(12%)

$3,276

$2,991

($285)

(9%)

LL %

(7%)

(10%)

Gross

Margin

2,213

1,982

(231)

(10%)

1,296

1,024

(272)

(21%)

% of sales

32%

33%

40%

34%

Adjusted Operating Income

1

287

327

40

14%

573

391

(182)

(32%)

Adjusted EBITDA

551

577

26

5%

$661

$484

(177)

(27%)

14

1

First quarter 2009 results

•

Our 2009 Q1 operating income declined 35% on a 7% decrease in comparable store sales

1 2008 adjusted excludes gain on joint venture sales

($ millions)

First quarter

B / (W)

2008

2009

$

%

Sales

$1,925

$1,725

($200)

(10%)

LL %

(7%)

Gross Margin

641

548

(93)

(15%)

% of sales

33%

32%

Adjusted

Operating

Income

100

65

(35)

(35%)

Adjusted EBITDA

$184

$150

($34)

(18%)

15

Prudent inventory and expense management

•

Actively managing inventories

»

Inventories per square foot

were down for 19 consecutive months through March 2009 and are

projected to end the year below 2008 levels

»

Assortments

include

a

significant

portion

of

seasonless

basics

»

Continue to pursue turn improvement opportunities

•

New advanced planning systems

»

Provide end-to-end supply chain visibility to more productively react to current market conditions,

including taking actions ranging from overhead reductions to delivering more targeted assortments at

the store level

•

Reduced home office headcount by approximately 20% and annualized overhead by $350 –

400 million since 2007

»

$100

million

mid

2007

–

mid

2008

»

$50 million Fall 2008

»

$150 million in 2009

»

$50 -

$100 million in 2010

16

Free cash flow

($ millions)

•

Despite

lower

volume,

free

cash

flow

generation

improved

in

2008

due

to

effective

management of working capital, capital expenditures and expenses

•

We expect our strong free cash flow generation to continue for 2009

Average

2002 to 2007

2007

2008

2009F

Net Income

$718

$220

Depreciation and Amortization

352

343

Change in Working Capital

(7)

109

Other

1

(298)

282

Net cash provided by operating activities

$873

$765

$954

$550 -

$650

Capital expenditures

(468)

(749)

(479)

(200)

Free cash flow before dividends

$405

$17

$475

$350 -

$450

Dividends

(227)

(202)

(194)

Free cash flow after dividends

($210)

$273

$156 -

$256

1

2007 includes ($230 million) gain/loss on Express/Limited Stores

divestitures, ($100 million) gain on Easton Town Center distribution and other assets and liability adjustments; 2008 includes $215 million

goodwill impairment,

($109 million) gain on sale of joint venture, deferred income tax of $46 million, and other assets and liability adjustments

17

Strong liquidity

84

936

916

Q109

Letters of credit —

Available Revolver —

Cash —

Total Revolver:

$1,000 million

Total Liquidity:

$1,852 million

•

Limited Brands maintains strong liquidity

with total cash and available Revolver of  

$1,852 million at Q109

•

The company has substantial cushion

under its bank covenants

–

Total leverage covenant of 5.00x

•

46% EBITDA cushion

–

EBITDAR / (interest + rents) covenant

of 1.60x

•

35% EBITDAR cushion

18

Strong credit profile

1.1x

2.4x

2.7x

2.8x

2006

2007

2008

LTM Q109

Total leverage

Rent-adjusted leverage

Capital expenditures ($ millions)

Rent-adjusted interest coverage

2.9x

4.0x

4.1x

4.2x

2006

2007

2008

LTM Q109

3.2x

2.7x

2.5x

2.5x

2006

2007

2008

LTM Q109

$548

$749

$479

$391

2006

2007

2008

LTM Q109

Note: These ratios do not reflect the Credit Facility covenants

1

Rent-adjusted leverage defined as: (Total debt + (8x minimum rent expense)) / (Adjusted EBITDA + minimum rent expense)

2

Rent-adjusted interest coverage defined as: (Adjusted EBITDA + minimum rent expense) / (interest expense + minimum rent expense)

2

1

19

2009 outlook

•

Economic environment

»

Global retail sector and our business continue to face a very uncertain and difficult environment

•

We have taken a conservative stance in terms of the financial management of our business

•

Pursuing opportunities in this market to bring compelling merchandise assortments, marketing

and store experiences to our customers

•

International expansion

»

Anticipate opening approximately 25 Bath & Body Works and four PINK stores in Canada in 2009

•

Six BBW stores opened in 2008 have exceeded our performance expectations, as have the two

new openings in 2009 year to date

»

Continue to explore other international opportunities in 2009

•

Capital expenditures

»

Plan

to

spend

approximately

$200

million

on

capital

expenditures

in

2009

•

Majority relating to opening new stores and remodeling and improving existing stores

•

Expect to open approximately 60 new stores in the U.S. and Canada and to remodel

approximately 50 stores during the year

20

2009 guidance

Guidance as of May 21, 2009 ($ millions)

Source:

Public

filings,

earnings

transcripts,

first

quarter

financial

package

2008

2009 Outlook

Comparable

store sales

(9.0%)

(5.0%) –

(10.0%)

Gross margin

rate

33.2%

Flat

to LY

SG&A expense

as % of sales

25.6%

Up slightly

to LY

EPS

$1.05

$0.67 -

$0.87

Capital expenditures

$479

~ $200

Free cash

flow

$475

$350 -

$450

21

Summary

•

We have a sound business with category-leading

brands that generate substantial income and cash

flow

•

We have been aggressively managing inventory,

expenses and capital spending for the past two

years

»

Continue to plan inventory, capital expenditure and

expenses with a very conservative view of the

business

•

We continue to emphasize maintaining a strong

cash and liquidity position while optimizing our cost

of capital

•

Our sales productivity remains among the best in

the mall and our store fleet remains highly

profitable across essentially all locations

•

We are focused on maximizing sales and margin

opportunities in this challenging time

EX-99.2

Exhibit 99.2

LIMITED BRANDS ANNOUNCES PROPOSED

PRIVATE OFFERING OF SENIOR NOTES

Columbus, Ohio, June 15, 2009 — Limited Brands, Inc. (NYSE: LTD) announced today that it is seeking to raise approximately $500 million of gross proceeds through an institutional private placement of senior notes due 2019. The notes will be guaranteed by certain of the company’s subsidiaries. The company intends to use the proceeds of this offering, after the payment of fees and expenses, to repurchase or repay existing debt and for general corporate purposes.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the company’s senior notes.

The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance on Regulation S. Unless so registered, Limited Brands’ senior notes may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from registration requirements of the Securities Act and applicable state securities laws.

Forward Looking Statements

This press release contains forward-looking statements regarding Limited Brands’ ability to complete this private placement and its application of net proceeds. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those results indicated in the forward-looking statements include uncertainties relating to market conditions for corporate debt securities generally and for the securities of retail companies and for Limited Brands in particular.