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Statement Of Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Statement Of Income - USD ($) $ in Millions	Oct. 31, 2009	Nov. 01, 2008	Oct. 31, 2009	Nov. 01, 2008
Statement [Line Items]
Net Sales	$ 1,777	$ 1,843	$ 5,569	$ 6,052
Costs of Goods Sold, Buying and Occupancy	(1,214)	(1,263)	(3,790)	(4,070)
Gross Profit	563	580	1,779	1,982
General, Administrative and Store Operating Expenses	(504)	(539)	(1,506)	(1,655)
Net Gain on Joint Ventures	0	0	9	109
Operating Income	59	41	282	436
Interest Expense	(56)	(44)	(176)	(136)
Interest Income	0	5	2	16
Other Income	9	1	6	23
Income Before Income Taxes	12	3	114	339
Provision (Benefit) for Income Taxes	(3)	(1)	22	139
Net Income	15	4	92	200
Less: Net Income (Loss) Attributable to Noncontrolling Interest	0	0	0	(4)
Net Income Attributable to Limited Brands, Inc.	$ 15	$ 4	$ 92	$ 204
Net Income Attributable to Limited Brands, Inc. Per Basic Share	$ 0.05	$ 0.01	$ 0.29	$ 0.60
Net Income Attributable to Limited Brands, Inc. Per Diluted Share	0.05	0.01	0.28	0.60
Dividends Per Share	$ 0.15	$ 0.15	$ 0.45	$ 0.45

Statement Of Financial Position Classified - USD ($) $ in Millions	Oct. 31, 2009	Jan. 31, 2009	Nov. 01, 2008
Current Assets:
Cash and Cash Equivalents	$ 968	$ 1,173	$ 377
Accounts Receivable, Net	252	236	352
Inventories	1,426	1,182	1,648
Other	268	276	362
Total Current Assets	2,914	2,867	2,739
Property and Equipment, Net	1,814	1,929	1,957
Goodwill	1,440	1,426	1,618
Trade Names and Other Intangible Assets, Net	596	580	610
Other Assets	171	170	157
Total Assets	6,935	6,972	7,081
Current Liabilities:
Accounts Payable	620	494	695
Accrued Expenses and Other	602	669	616
Income Taxes	15	92	39
Total Current Liabilities	1,237	1,255	1,350
Deferred Income Taxes	236	213	178
Long-term Debt	2,880	2,897	2,897
Other Long-term Liabilities	717	732	702
Shareholders' Equity:
Preferred Stock - $1.00 par value; 10 shares authorized; none issued	0	0	0
Common Stock - $0.50 par value; 1,000 shares authorized; 524 shares issued; 322, 321 and 326 shares outstanding, respectively	262	262	262
Paid-in Capital	1,543	1,544	1,536
Accumulated Other Comprehensive Income (Loss)	(15)	(28)	(14)
Retained Earnings	4,724	4,777	4,809
Less: Treasury Stock, at Average Cost; 202, 203 and 198 shares, respectively	(4,650)	(4,681)	(4,640)
Total Limited Brands, Inc. Shareholders' Equity	1,864	1,874	1,953
Noncontrolling Interest	1	1	1
Total Equity	1,865	1,875	1,954
Total Liabilities and Equity	$ 6,935	$ 6,972	$ 7,081

Statement Of Cash Flows Indirect - USD ($) $ in Millions	9 Months Ended
Statement Of Cash Flows Indirect - USD ($) $ in Millions	Oct. 31, 2009	Nov. 01, 2008
Operating Activities:
Net Income	$ 92	$ 200
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization of Long-lived Assets	288	275
Amortization of Landlord Allowances	(26)	(25)
Deferred Income Taxes	51	(7)
Excess Tax Benefits from Share-based Compensation	0	(2)
Share-based Compensation Expense	32	26
Net Gain on Joint Ventures	(9)	(109)
Gain on Distribution from Express	0	(13)
Changes in Assets and Liabilities:
Accounts Receivable	(12)	(12)
Inventories	(233)	(423)
Accounts Payable, Accrued Expenses and Other	57	106
Income Taxes Payable	(102)	(94)
Other Assets and Liabilities	(8)	81
Net Cash Provided by Operating Activities	130	3
Investing Activities:
Capital Expenditures	(160)	(406)
Net Proceeds from the Divestiture of Joint Venture	9	144
Return of Capital from Express	0	95
Other Investing Activities	(2)	(10)
Net Cash Used for Investing Activities	(153)	(177)
Financing Activities:
Net Proceeds from Debt Issuance	473	0
Prepayment of Term Loan	(392)	0
Repurchase of Debt	(106)	0
Payments of Long-term Debt	0	(15)
Dividends Paid	(145)	(153)
Financing Costs Related to the Amendment of 5-Year Facility and Term Loan	(19)	0
Repurchase of Common Stock	0	(333)
Excess Tax Benefits from Share-based Compensation	0	2
Proceeds from Exercise of Stock Options and Other	3	32
Net Cash Used for Financing Activities	(186)	(467)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	4	0
Net Decrease in Cash and Cash Equivalents	(205)	(641)
Cash and Cash Equivalents, Beginning of Period	1,173	1,018
Cash and Cash Equivalents, End of Period	$ 968	$ 377

1. Description of Business and Basis of Presentation

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

1. Description of Business and Basis of Presentation

1. Description of Business and Basis of Presentation

Description of Business

Limited Brands, Inc. (the Company) operates in the highly competitive specialty retail business. The Company is a specialty retailer of women’s intimate and other apparel, beauty and personal care products and accessories. The Company sells its merchandise through specialty retail stores in the United States and Canada, which are primarily mall-based, and through its websites, catalogue and other channels. The Company currently operates the following retail brands:

•

Victoria’s Secret

•

Pink

•

La Senza

•

Bath & Body Works

•

C. O. Bigelow

•

The White Barn Candle Company

•

Henri Bendel

Fiscal Year

The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “third quarter of 2009” and “third quarter of 2008” refer to the thirteen week periods ending October 31, 2009 and November 1, 2008, respectively. “Year-to-date 2009” and “year-to-date 2008” refer to the thirty-nine week periods ending October 31, 2009 and November 1, 2008, respectively.

Basis of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company’s Consolidated Financial Statements also include less than 100% owned variable interest entities in which the Company has determined it is the primary beneficiary.

The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company’s share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Cost of Goods Sold, Buying and Occupancy on the Consolidated Statements of Income. The Company’s share of net income or loss of all other unconsolidated entities is included in Other Income (Expense) on the Consolidated Statements of Income. The Company’s equity investments are required to be tested for impairment when it is determined there may be an other than temporary loss in value.

The Company has a 25% ownership interest in Express and Limited Stores. These investments are accounted for under the equity method of accounting. The Company eliminates in consolidation 25% of merchandise sourcing sales to Express and Limited Stores consistent with the Company’s ownership percentage.

Interim Financial Statements

The Consolidated Financial Statements as of and for the quarter and year-to-date periods ended October 31, 2009 and November 1, 2008 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Management reviewed subsequent events through the Form 10-Q filing date of December 4, 2009. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company’s 2008 Annual Report on Form 10-K. On June 15, 2009, the Consolidated Financial Statements and Notes were recast on Form 8-K for the adoption of authoritative guidance related to noncontrolling interests in consolidated financial statements. On November 10, 2009, the Consolidated Financial Statements and Notes were updated on Form 8-K to provide supplemental guarantor financial information.

In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods.

Seasonality of Business

Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

Concentration of Credit Risk

The Company maintains cash and cash equivalents with various major financial institutions, as well as corporate commercial paper from time to time.

The Company monitors the relative credit standing of financial institutions and other entities with whom the Company transacts and limits the amount of credit exposure with any one entity. The Company also monitors the creditworthiness of entities to which the Company grants credit terms in the normal course of business and counterparties to derivative instruments.

2. Recently Issued Accounting Pronouncements	9 Months Ended
2. Recently Issued Accounting Pronouncements	Oct. 31, 2009
Notes to Financial Statements [Abstract]
2. Recently Issued Accounting Pronouncements	2. Recently Issued Accounting Pronouncements Accounting Standards Codification (“Codification”) and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”) In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Subtopic 105, Generally Accepted Accounting Principles, which reorganizes the thousands of U.S. GAAP pronouncements into roughly 90 accounting topics and displays all topics using a consistent structure. It also includes relevant SEC guidance that follows the same topical structure in separate sections in the Codification. In the third quarter of 2009, the Company changed its historical U.S. GAAP references to comply with the Codification. The adoption of this guidance did not impact the Company’s results of operations, financial condition or liquidity since the Codification is not intended to change or alter existing U.S. GAAP. Subsequent Events In May 2009, the FASB issued authoritative guidance included in ASC Subtopic 855, Subsequent Events, which incorporates guidance on subsequent events into authoritative accounting literature and clarifies the time following the balance sheet date that must be considered for subsequent events disclosures in the financial statements. In the second quarter of 2009, the Company adopted this guidance which requires disclosure of the date through which subsequent events have been reviewed. This guidance did not change the Company’s procedures for reviewing subsequent events. Derivative Instruments and Hedging Activities In March 2008, the FASB issued authoritative guidance included in ASC Subtopic 815, Derivatives and Hedging, which requires disclosures about the fair value of derivative instruments and their gains or losses in tabular format as well as disclosures regarding credit-risk-related contingent features in derivative agreements, counterparty credit risk and strategies and objectives for using derivative instruments. This guidance amends and expands previously released authoritative guidance and became effective prospectively beginning in 2009. In the first quarter of 2009, the Company adopted this guidance. For additional information, see Note 5, “Derivative Instruments.” Noncontrolling Interests in Consolidated Financial Statements In December 2007, the FASB issued authoritative guidance included in ASC Subtopic 810, Consolidation, which modifies reporting for noncontrolling interest (minority interest) in consolidated financial statements. This guidance requires noncontrolling interest to be reported in equity and establishes a new framework for recognizing net income or loss and comprehensive income or loss by the controlling interest. This guidance further requires specific disclosures regarding changes in equity interest of both the controlling and noncontrolling parties and presentation of the noncontrolling equity balance and income or loss for all periods presented. This guidance became effective for interim and annual periods in fiscal years beginning after December 15, 2008. This guidance is applied prospectively upon adoption, however the presentation and disclosure requirements are applied retrospectively. In the first quarter of 2009, the Company adopted this guidance recharacterizing minority interest as a noncontrolling interest and classifying it as a component of equity in its consolidated financial statements. On June 15, 2009, the Company filed a Current Report on Form 8-K to reflect the retrospective application to the Company’s Annual Report on Form 10-K for the year ended January 31, 2009. For additional information, see Note 4, “Noncontrolling Interest.” Fair Value Measurements In September 2006, the FASB issued authoritative guidance included in ASC Subtopic 820, Fair Value Measurements and Disclosures, which provides guidance for fair value measurement of assets and liabilities and instruments measured at fair value that are classified in shareholders’ equity. This guidance defines fair value, establishes a fair value measurement framework and expands fair value disclosures. It emphasizes that fair value is market-based with the highest measurement hierarchy level being market prices in active markets. This guidance requires fair value measurements be disclosed by hierarchy level, an entity to include its own credit standing in the measurement of its liabilities and modifies the transaction price presumption. In February 2008, the FASB delayed the effective date for this guidance to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Accordingly, as of February 3, 2008, the Company adopted the authoritative guidance for financial assets and liabilities only on a prospective basis. As of February 1, 2009, the Company adopted the remaining provisions. The adoption of this guidance did not have a significant impact on the Company’s results of operations, financial condition or liquidity. For additional information, see Note 6, “Fair Value Measurements.”

5. Derivative Instruments

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

5. Derivative Instruments

5. Derivative Instruments

The Company uses derivative instruments designated as cash flow hedges and non-designated derivative instruments to manage exposure to foreign currency exchange rates and interest rates. The Company does not use derivative financial instruments for trading purposes. All derivative financial instruments are recorded on the Consolidated Balance Sheets at fair value. For additional information, see Note 6, “Fair Value Measurements.”

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative instrument is recognized in current earnings.

Foreign Exchange Risk

In January 2007, the Company entered into a series of cross-currency swaps related to approximately $470 million of Canadian dollar denominated intercompany loans. These cross-currency swaps mitigate the exposure to fluctuations in the U.S. dollar-Canadian dollar exchange rate related to the Company’s La Senza operations. The cross-currency swaps require the periodic exchange of fixed rate Canadian dollar interest payments for fixed rate U.S. dollar interest payments as well as exchange of Canadian dollar and U.S. dollar principal payments upon maturity. The cross-currency swaps mature between 2015 and 2018 at the same time as the related loans. The cross-currency swaps are designated as cash flow hedges of foreign currency exchange risk. Changes in the U.S. dollar-Canadian dollar exchange rate and the related swap settlements result in reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans.

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as foreign exchange cash flow hedges as of October 31, 2009, January 31, 2009 and November 1, 2008:


	October 31, 2009		January 31, 2009		November 1, 2008
	(in millions)
Other Assets	$	—	$	26	$	10
Other Long-term Liabilities		22		—		—

The following table provides a summary of the pre-tax financial statement effect of the gains and losses on the Company’s derivative instruments designated as foreign exchange cash flow hedges for the third quarter and year-to-date 2009 and 2008:


		Third Quarter						Year-to-Date
	Location	2009			2008			2009			2008
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	$	8		$	57		$	(48	)	$	64
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (a)	Other Income		(3	)		(69	)		51			(84	)

(a)	Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans. No ineffectiveness was associated with these foreign exchange cash flow hedges.

Interest Rate Risk

Interest Rate Designated Cash Flow Hedges

In January 2008, the Company entered into participating interest rate swap arrangements to mitigate exposure to interest rate fluctuations related to the Company’s variable rate term loan (“Term Loan”) of $750 million. The participating interest rate swap arrangements effectively convert the Term Loan to a fixed interest rate while still allowing the Company to partially benefit from declines in short-term interest rates. The swap arrangements were designated as cash flow hedges of interest rate risk and expire in 2012, at the same time as the related debt. Amounts are reclassified from accumulated other comprehensive income (loss) to earnings as interest expense is recognized on the Term Loan. During the second and third quarters of 2009, the Company prepaid $392 million of the Term Loan. For additional information, see Note 15, “Long-term Debt.”

In conjunction with the Term Loan prepayments, the Company de-designated portions of the participating interest rate swap arrangements totaling $392 million. As a result, hedge accounting was discontinued prospectively on the de-designated portions of the arrangements. Immediately following de-designation, the Company terminated $292 million of the arrangements which resulted in realized losses of $12 million. These realized losses were recognized in Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet and will be amortized into Interest Expense through the remaining life of the original hedged instrument (August 2012). To offset the impact of the remaining $100 million portion of the de-designated arrangement, the Company entered into a non-designated derivative instrument. For additional information, see “Interest Rate Non-designated Derivative Instruments” section below. As of October 31, 2009, the remaining notional amount of the designated participating interest rate swap arrangements is $358 million, which aligns with the remaining outstanding principal balance on the Term Loan.

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as interest rate cash flow hedges as of October 31, 2009, January 31, 2009 and November 1, 2008:


	October 31, 2009		January 31, 2009		November 1, 2008
	(in millions)
Other Assets	$	—	$	—	$	—
Other Long-term Liabilities		17		30		8

The following table provides a summary of the pre-tax financial statement effect of gains and losses on the Company’s derivative financial instruments designated as interest rate cash flow hedges for the third quarter and year-to-date 2009 and 2008:


		Third Quarter					Year-to-Date
	Location	2009		2008			2009			2008
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	$	—	$	(10	)	$	(11	)	$	2
Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Interest Expense (a)	Interest Expense		4		2			11			5

(a)	Represents reclassification of amounts from accumulated other comprehensive income (loss) to earnings as interest expense is recognized on the Term Loan. No ineffectiveness is associated with these interest rate cash flow hedges.

Interest Rate Non-designated Derivative Instruments

As discussed above, the Company de-designated a notional amount of $100 million of the participating interest rate swap arrangements. To offset the impact of this de-designated arrangement, the Company paid $3 million to enter into a non-designated interest rate swap with a notional amount of $100 million.

The following table provides a summary of the fair value and balance sheet classification of these derivative financial instruments as of October 31, 2009:


	October 31, 2009
	(in millions)
Other Assets	$	5
Other Long-term Liabilities		5

The financial impact to the Consolidated Statement of Income is not significant as the impacts of these derivative instruments are designed to offset.

6. Fair Value Measurements

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

6. Fair Value Measurements

6. Fair Value Measurements

The following table provides a summary of the carrying value and fair value of long-term debt as of October 31, 2009, January 31, 2009 and November 1, 2008:


	October 31, 2009		January 31, 2009		November 1, 2008
	(in millions)
Carrying Value	$	2,880	$	2,897	$	2,897
Fair Value (a)		2,759		2,113		2,092

(a)

The estimated fair value of the Company’s publicly traded debt is based on quoted market prices. The estimated fair value of the Term Loan is equal to its carrying value. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The authoritative guidance within ASC Subtopic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. This authoritative guidance further establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

•

Level 2 – Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following table provides a summary of assets and liabilities measured in the financial statements at fair value on a recurring basis as of October 31, 2009, January 31, 2009 and November 1, 2008:


	Level 1		Level 2		Level 3		Total
	(in millions)
As of October 31, 2009
Assets:
Cash and Cash Equivalents	$	968	$	—	$	—	$	968
Interest Rate Non-designated Derivative Instrument		—		5		—		5

Liabilities:
Cross-currency Cash Flow Hedges		—		22		—		22
Interest Rate Designated Cash Flow Hedges		—		17		—		17
Interest Rate Non-designated Derivative Instrument		—		5		—		5
Lease Guarantees		—		—		15		15

As of January 31, 2009
Assets:
Cash and Cash Equivalents	$	1,173	$	—	$	—	$	1,173
Cross-currency Cash Flow Hedges		—		26		—		26

Liabilities:
Interest Rate Cash Flow Hedges		—		30		—		30
Lease Guarantees		—		—		15		15

As of November 1, 2008
Assets:
Cash and Cash Equivalents	$	377	$	—	$	—	$	377
Cross-currency Cash Flow Hedges		—		10		—		10

Liabilities:
Interest Rate Cash Flow Hedges		—		8		—		8
Lease Guarantees		—		—		6		6

Management believes that the carrying values of accounts receivable, accounts payable and accrued expenses approximate fair value because of their short maturity.

The following table provides a reconciliation of the Company’s lease guarantees measured at fair value on a recurring basis using unobservable inputs (Level 3) for third quarter and year-to-date 2009 and 2008:


	Third Quarter					Year-to-Date
	2009			2008		2009		2008
	(in millions)
Beginning Balance	$	16		$	6	$	15	$	10
Change in Estimated Fair Value Reported in Earnings		(1	)		—		—		(4	)

Ending Balance		15			6		15		6

The Company’s lease guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of certain businesses. The fair value of these lease guarantees is impacted by economic conditions, probability of rent obligation payments, period of obligation as well as the discount rate utilized.

13. Equity Investments and Other	9 Months Ended
13. Equity Investments and Other	Oct. 31, 2009
Notes to Financial Statements [Abstract]
13. Equity Investments and Other	13. Equity Investments and Other *Express* In July 2007, the Company completed the divestiture of 75% of its ownership interest in Express. In conjunction with the transaction, the Company and Express entered into transition services agreements whereby the Company provides support to Express in various operational areas including logistics, technology and merchandise sourcing. The terms of these transition services arrangements vary and range from 3 months to 3 years. In October 2009, the Company entered into new agreements with Express whereby the Company will continue to provide logistics services and lease office space. These agreements are effective beginning in February 2010 and extend through April 2016 with certain renewal options. The Company recognized merchandise sourcing revenue from Express of $107 million and $129 million in the third quarter of 2009 and 2008, respectively. The Company recognized merchandise sourcing revenue from Express of $260 million and $343 million for year-to-date 2009 and 2008, respectively. These amounts are net of the elimination of 25% of the gross merchandise sourcing revenue consistent with the Company’s ownership percentage. The Company’s accounts receivable from Express for merchandise sourcing and other services provided in accordance with the terms and conditions of the transition services agreements totaled $116 million, $92 million and $148 million as of October 31, 2009, January 31, 2009 and November 1, 2008, respectively. In March 2008, Express distributed cash to its owners and the Company received $41 million. The Company’s portion representing a return of capital is $28 million and is included in Return of Capital from Express within the Investing Activities section of the 2008 Consolidated Statement of Cash Flows. The remaining $13 million is considered a return on capital and is included in Other Assets and Liabilities within the Operating Activities section of the 2008 Consolidated Statement of Cash Flows. In July 2008, Express distributed additional cash to its owners and the Company received $71 million. The Company’s portion representing a return of capital is $67 million with the remaining $4 million representing a return on capital. The proceeds received from the cash distribution were in excess of the Company’s carrying value of the investment in Express. As a result, the carrying value was reduced to zero as of the date of the cash distribution and a pre-tax gain of approximately $13 million was recorded. The gain is included in Other Income on the 2008 Consolidated Statements of Income. The Company’s investment carrying value for Express was $5 million as of October 31, 2009, zero as of January 31, 2009 and $(4) million as of November 1, 2008. These amounts are included in Other Assets on the Consolidated Balance Sheets. *Limited Stores* In August 2007, the Company completed the divestiture of 75% of its ownership interest in Limited Stores. In conjunction with the transaction, the Company and Limited Stores entered into transition services agreements whereby the Company provides support to Limited Stores in various operational areas including logistics, technology and merchandise sourcing. The terms of these transition services arrangements vary and range from 3 months to 3 years. The Company recognized merchandise sourcing revenue from Limited Stores of $18 million and $28 million in the third quarter of 2009 and 2008, respectively. The Company recognized merchandise sourcing revenue from Limited Stores of $44 million and $77 million for year-to-date 2009 and 2008, respectively. These amounts are net of the elimination of 25% of the gross merchandise sourcing revenue consistent with the Company’s ownership percentage. The Company’s accounts receivable from Limited Stores for merchandise sourcing and other services provided in accordance with the terms and conditions of the transition services agreements totaled $9 million, $12 million and $21 million as of October 31, 2009, January 31, 2009 and November 1, 2008, respectively. The Company’s investment carrying value for Limited Stores was $12 million as of October 31, 2009 and January 31, 2009 and $14 million as of November 1, 2008. These amounts are included in Other Assets on the Consolidated Balance Sheets. *Easton Investment* The Company has land and other investments in Easton, a 1,300 acre planned community in Columbus, Ohio that integrates office, hotel, retail, residential and recreational space. These investments, at cost, totaled $64 million as of October 31, 2009, $63 million as of January 31, 2009 and $64 million as of November 1, 2008. These investments are recorded in Other Assets on the Consolidated Balance Sheets. Included in the Company’s Easton investments is an equity interest in Easton Town Center, LLC (“ETC”), an entity that owns and has developed a commercial entertainment and shopping center. The Company’s investment in ETC is accounted for using the equity method of accounting. The Company has a majority financial interest in ETC, but another unaffiliated member manages ETC. Certain significant decisions regarding ETC require the consent of unaffiliated members in addition to the Company. *Other* In April 2008, the Company recorded a pre-tax impairment charge of $19 million related to an unconsolidated joint venture accounted for under the equity method of accounting. The charge consisted of writing down the investment balance, reserving certain accounts and notes receivable and accruing a contractual liability. The impairment of $19 million is included in Net Gain on Joint Ventures on the year-to-date 2008 Consolidated Statement of Income. In July 2009, the Company recognized a pre-tax gain of $9 million ($14 million net of related tax benefits) associated with the reversal of the accrued contractual liability as a result of the divestiture of the joint venture. The pre-tax gain is included in Net Gain on Joint Ventures on the year-to-date 2009 Consolidated Statements of Income.

15. Long-term Debt

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

15. Long-term Debt

15. Long-term Debt

The following table provides the Company’s long-term debt balance as of October 31, 2009, January 31, 2009 and November 1, 2008:


	October 31, 2009			January 31, 2009		November 1, 2008
	(in millions)
Senior Secured Debt
Term Loan due August 2012. Variable Interest Rate of 4.47% as of October 31, 2009	$	358		$	750	$	750

Senior Unsecured Debt with Subsidiary Guarantee
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount	$	484		$	—	$	—

Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount	$	698		$	698	$	698
$500 million, 5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount		499			499		499
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount		350			350		350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount		299			299		299
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (a)		192			299		299
5.30% Mortgage due August 2010		2			2		2

Total Senior Unsecured Debt	$	2,039		$	2,147	$	2,147

Total	$	2,882		$	2,897	$	2,897
Current Portion of Long-term Debt		(2	)		—		—

Total Long-term Debt, Net of Current Portion	$	2,880		$	2,897	$	2,897

(a)	The balance was $192 million, less unamortized discount, as of October 31, 2009 and $300 million, less unamortized discount, as of January 31, 2009 and November 1, 2008.

Issuance of 2019 Notes

In June 2009, the Company issued $500 million of 8.50% notes due in June 2019 through an institutional private placement offering. The obligation to pay principal and interest on these notes is jointly and severally guaranteed on a full and unconditional basis by certain of the Company’s wholly-owned subsidiaries (the “guarantors”). The net proceeds from the issuance were $473 million, which included an issuance discount of $16 million and transaction costs of $11 million. These transaction costs will be amortized through the maturity date of June 2019 and are included within Other Assets on the October 31, 2009 Consolidated Balance Sheet. The Company has used the proceeds from this offering to repurchase $108 million of the Company’s 2012 notes and to prepay $392 million of the Term Loan.

On November 10, 2009, the Company and the guarantors filed a registration statement with the SEC to register new notes with materially identical terms in advance of a planned exchange offer that is expected to commence in the fourth quarter of 2009.

Repurchase of 2012 Notes

In June 2009, the Company repurchased $5 million of the $300 million notes due in December 2012 through open market transactions. In July 2009, the Company announced a tender offer for the remaining portion of the 2012 notes. In August 2009, the Company repurchased $103 million of the 2012 notes through the tender offer for $101 million. The gain on extinguishment of this debt of $2 million is included in Other Income on the 2009 Consolidated Statements of Income.

Credit Facility and Term Loan

On February 19, 2009, the Company amended its $1 billion unsecured revolving credit facility expiring in August 2012 (the “5-Year Facility”), amended its Term Loan for $750 million maturing in August 2012 and canceled its $300 million, 364-day unsecured revolving credit facility. The amendment to the 5-Year Facility and the Term Loan includes changes to both the fixed charge coverage and leverage covenants. Under the amended covenants, the Company is required to maintain the fixed charge coverage ratio at 1.60 or above through fiscal year 2010 and 1.75 or above thereafter. The leverage ratio, which is debt compared to EBITDA, as those terms are defined in the agreement, must not exceed 5.0 through the third quarter of fiscal year 2010, 4.5 from the fourth quarter of fiscal year 2010 through the third quarter of fiscal year 2011 and 4.0 thereafter. The Company was in compliance with the covenant requirements as of October 31, 2009. The amendment also increases the interest costs and fees associated with the 5-Year Facility and the Term Loan, provides for certain security interests as defined in the agreement and limits dividends, share repurchases and other restricted payments as defined in the agreement to $220 million per year with certain potential increases as defined in the agreement. The amendment does not impact the maturity dates of either the 5-Year Facility or the Term Loan.

The Company incurred fees related to the amendment of the 5-Year Facility and the Term Loan of $19 million. The fees associated with the 5-Year Facility amendment of $11 million were capitalized. This cost is included within Other Assets on the October 31, 2009 Consolidated Balance Sheet and will be amortized over the remaining term of the 5-Year Facility. The fees associated with the Term Loan amendment of $8 million were expensed in addition to unamortized fees related to the original agreement of $2 million. These charges are included within Interest Expense on the year-to-date 2009 Consolidated Statement of Income.

The 5-Year Facility and Term Loan have several interest rate options, which are based in part on the Company’s long-term credit ratings. For the third quarter of 2009, the effective interest rate of the Term Loan, including the impact of the participating interest rate swaps, was 6.99%. Fees payable under the 5-Year Facility are based on the Company’s long-term credit ratings and are currently 0.75% of the committed and unutilized amounts per year and 4.00% on any outstanding borrowings or letters of credit. As of October 31, 2009, there were no borrowings outstanding under the facility.

Letters of Credit and Commercial Paper Programs

The 5-Year Facility supports the Company’s commercial paper and letter of credit programs. The Company has $86 million of outstanding letters of credit as of October 31, 2009 that reduce its remaining availability under its amended credit agreements. No commercial paper was outstanding as of October 31, 2009, January 31, 2009 or November 1, 2008.

Participating Interest Rate Swap

In January 2008, the Company entered into participating interest rate swap arrangements designated as a cash flow hedge to mitigate exposure to interest rate fluctuations related to the Term Loan. In conjunction with the Term Loan prepayments, the Company de-designated portions of the participating interest rate swap arrangements totaling $392 million. As of October 31, 2009, the remaining notional amount of the designated participating interest rate swap arrangements is $358 million, which aligns with the remaining outstanding principal balance on the Term Loan. For additional information, see Note 5, “Derivative Instruments.”

16. Commitments and Contingencies	9 Months Ended
16. Commitments and Contingencies	Oct. 31, 2009
Notes to Financial Statements [Abstract]
16. Commitments and Contingencies	16. Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance, regulatory and other matters arising out of the normal course of business. Actions filed against the Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy, securities and other claims, including purported class action lawsuits. Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. On November 6, 2009, a class action (International Brotherhood of Electrical Workers Local 697 Pension Fund v. Limited Brands, Inc. et al.) was filed against the Company and certain of its officers in the United States District Court for the Southern District of Ohio on behalf of a purported class of all persons who purchased or acquired shares of Limited Brands common stock between August 22, 2007 and February 28, 2008. The Company believes the complaint is without merit and that it has substantial factual and legal defenses to the claims at issue. The Company intends to vigorously defend against this action. The Company cannot reasonably estimate the possible loss or range of loss that may result from this lawsuit. *Guarantees* In connection with the disposition of certain businesses, the Company has remaining guarantees of approximately $146 million related to lease payments of Express, Limited Stores, Abercrombie & Fitch, Tween Brands (formerly Limited Too and Too, Inc.), Dick’s Sporting Goods (formerly Galyan’s), Lane Bryant, New York & Company and Anne.x under the current terms of noncancelable leases expiring at various dates through 2017. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of the businesses. In certain instances, the Company’s guarantee may remain in effect if the term of a lease is extended. In April 2008, the Company received an irrevocable standby letter of credit from Express of $34 million issued by a third-party bank to mitigate a portion of the Company’s contingent liability for guaranteed future lease payments of Express. The Company can draw from the irrevocable standby letter of credit if Express were to default on any of the guaranteed leases. The irrevocable standby letter of credit is reduced through the September 30, 2010 expiration date consistent with the overall reduction in guaranteed lease payments. The outstanding balance of the irrevocable standby letter of credit from Express was $10 million as of October 31, 2009, $19 million as of January 31, 2009 and $21 million as of November 1, 2008. The Company’s guarantees related to Express, Limited Stores and New York & Company require fair value accounting. The guaranteed lease payments related to Express (net of the irrevocable standby letter of credit), Limited Stores and New York & Company totaled $87 million as of October 31, 2009, $94 million as of January 31, 2009 and $101 million as of November 1, 2008. The estimated fair value of these guarantee obligations was $15 million as of October 31, 2009 and January 31, 2009 and $6 million as of November 1, 2008, and is included in Other Long-term Liabilities on the Consolidated Balance Sheets. The Company’s guarantees related to Abercrombie & Fitch, Tween Brands (formerly Limited Too and Too, Inc.), Dick’s Sporting Goods (formerly Galyan’s), Lane Bryant and Anne.x are not subject to fair value accounting, but require that a loss be accrued when probable and reasonably estimable. As of October 31, 2009, January 31, 2009 and November 1, 2008, the Company had no liability recorded with respect to any of the guarantee obligations as it concluded that payments under these guarantees were not probable.

18. Segment Information

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

18. Segment Information

18. Segment Information

The Company has two reportable segments: Victoria’s Secret and Bath & Body Works.

The Victoria’s Secret segment sells women’s intimate and other apparel, personal care and beauty products and accessories under the Victoria’s Secret, Pink and La Senza brand names. Victoria’s Secret merchandise is sold through retail stores, its website, www.VictoriasSecret.com, and its catalogue. Through its website and catalogue, certain Victoria’s Secret’s merchandise may be purchased worldwide. La Senza sells merchandise through retail stores located throughout Canada and licensed stores in 47 other countries. La Senza products may also be purchased through its website, www.LaSenza.com.

The Bath & Body Works segment sells personal care, beauty and home fragrance products under the Bath & Body Works, C.O. Bigelow, White Barn Candle Company and other brand names. Bath & Body Works merchandise is sold at retail stores and through its website, www.bathandbodyworks.com.

Other consists of the following:

•

Henri Bendel, operator of nine specialty stores, which features accessories and personal care products;

•

Mast, an apparel merchandise sourcing and production company serving Victoria’s Secret, La Senza and third-party customers;

•

Beauty Avenues, a personal care sourcing and production company serving Victoria’s Secret, La Senza and Bath & Body Works;

•

International retail and wholesale operations (excluding La Senza), which include the Company’s Bath & Body Works and Victoria’s Secret Pink stores in Canada; and

•

Corporate functions including non-core real estate, equity investments and other governance functions such as treasury and tax.

The following table provides the Company’s segment information for third quarter and year-to-date 2009 and 2008:


	Victoria’s Secret		Bath & Body Works			Other			Total
	(in millions)
2009
Third Quarter:
Net Sales	$	1,078	$	439		$	260		$	1,777
Operating Income (Loss)		54		16			(11	)		59
Year-to-Date:
Net Sales	$	3,509	$	1,375		$	685		$	5,569
Operating Income (a)		267		64			(49	)		282

2008
Third Quarter:
Net Sales	$	1,112	$	424		$	307		$	1,843
Operating Income (Loss)		75		(29	)		(5	)		41
Year-to-Date:
Net Sales	$	3,837	$	1,376		$	839		$	6,052
Operating Income (a)		407		6			23			436

(a)

Other includes $9 million and $109 million net gain from joint ventures in 2009 and 2008, respectively.

The Company’s international sales, including La Senza, Bath & Body Works Canada, Victoria’s Secret Pink Canada and direct sales shipped internationally, totaled $146 million for third quarter of 2009 and 2008. The Company’s international sales totaled $414 million and $477 million for year-to-date 2009 and 2008, respectively.

19. Supplemental Guarantor Financial Information

9 Months Ended

Oct. 31, 2009

Notes to Financial Statements [Abstract]

19. Supplemental Guarantor Financial Information

19. Supplemental Guarantor Financial Information

On June 15, 2009, the Company issued $500 million of 8.50% notes due in June 2019 through an institutional private placement offering. The obligation to pay principal and interest on these notes is jointly and severally guaranteed on a full and unconditional basis by certain of the Company’s wholly-owned subsidiaries. The Company is a holding company and its most significant assets are the stock of its subsidiaries. The guarantors represent (a) substantially all of the sales of its domestic subsidiaries, (b) more than 90% of the assets owned by its domestic subsidiaries, other than real property, certain other assets and intercompany investments and balances and (c) more than 95% of the accounts receivable and inventory directly owned by its domestic subsidiaries.

The following supplemental financial information sets forth for the Company and its guarantor and non-guarantor subsidiaries: (a) the condensed consolidating balance sheets as of October 31, 2009, January 31, 2009 and November 1, 2008; (b) the condensed consolidating statements of income for the quarter and year-to-date periods ended October 31, 2009 and November 1, 2008 and (c) the condensed consolidating statements of cash flows for the year-to-date periods ended October 31, 2009 and November 1, 2008.

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)


	October 31, 2009
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	654	$	314	$	—		$	968
Accounts Receivable, Net		—			225		27		—			252
Inventories		—			1,232		195		(1	)		1,426
Other		1			251		17		(1	)		268

Total Current Assets		1			2,362		553		(2	)		2,914
Property and Equipment, Net		—			1,094		720		—			1,814
Goodwill		—			1,317		123		—			1,440
Trade Names and Other Intangible Assets, Net		—			420		176		—			596
Net Investments in and Advances to/from Consolidated Affiliates		12,531			11,444		8,228		(32,203	)		—
Other Assets		39			97		740		(705	)		171

Total Assets	$	12,571		$	16,734	$	10,540	$	(32,910	)	$	6,935


LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	—		$	417	$	203	$	—		$	620
Accrued Expenses and Other		64			348		190		—			602
Income Taxes		—			—		15		—			15

Total Current Liabilities		64			765		408		—			1,237
Deferred Income Taxes		(3	)		19		220		—			236
Long-term Debt		2,880			609		80		(689	)		2,880
Other Long-term Liabilities		38			546		147		(14	)		717
Total Equity		9,592			14,795		9,685		(32,207	)		1,865

Total Liabilities and Equity	$	12,571		$	16,734	$	10,540	$	(32,910	)	$	6,935

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)


	January 31, 2009
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	938	$	235	$	—		$	1,173
Accounts Receivable, Net		—			190		46		—			236
Inventories		—			1,026		163		(7	)		1,182
Other		—			189		88		(1	)		276

Total Current Assets		—			2,343		532		(8	)		2,867
Property and Equipment, Net		—			1,183		746		—			1,929
Goodwill		—			1,318		108		—			1,426
Trade Names and Other Intangible Assets, Net		—			421		159		—			580
Net Investments in and Advances to/from Consolidated Affiliates		12,659			11,720		9,100		(33,479	)		—
Other Assets		18			98		759		(705	)		170

Total Assets	$	12,677		$	17,083	$	11,404	$	(34,192	)	$	6,972


LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	—		$	321	$	173	$	—		$	494
Accrued Expenses and Other		42			378		249		—			669
Income Taxes		—			35		57		—			92

Total Current Liabilities		42			734		479		—			1,255
Deferred Income Taxes		(2	)		34		181		—			213
Long-term Debt		2,895			609		83		(690	)		2,897
Other Long-term Liabilities		46			570		131		(15	)		732
Total Equity		9,696			15,136		10,530		(33,487	)		1,875

Total Liabilities and Equity	$	12,677		$	17,083	$	11,404	$	(34,192	)	$	6,972

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)


	November 1, 2008
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	286	$	91	$	—		$	377
Accounts Receivable, Net		—			308		44		—			352
Inventories		—			1,479		179		(10	)		1,648
Other		—			233		130		(1	)		362

Total Current Assets		—			2,306		444		(11	)		2,739
Property and Equipment, Net		—			1,206		751		—			1,957
Goodwill		—			1,317		301		—			1,618
Trade Names and Other Intangible Assets, Net		—			427		183		—			610
Net Investments in and Advances to/from Consolidated Affiliates		12,615			11,200		7,757		(31,572	)		—
Other Assets		19			66		815		(743	)		157

Total Assets	$	12,634		$	16,522	$	10,251	$	(32,326	)	$	7,081


LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	4		$	417	$	274	$	—		$	695
Accrued Expenses and Other		64			342		210		—			616
Income Taxes		—			28		11		—			39

Total Current Liabilities		68			787		495		—			1,350
Deferred Income Taxes		(3	)		29		152		—			178
Long-term Debt		2,895			609		119		(726	)		2,897
Other Long-term Liabilities		15			567		134		(14	)		702
Total Equity		9,659			14,530		9,351		(31,586	)		1,954

Total Liabilities and Equity	$	12,634		$	16,522	$	10,251	$	(32,326	)	$	7,081

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)


	Third Quarter 2009
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	1,701		$	574		$	(498	)	$	1,777
Costs of Goods Sold, Buying and Occupancy		—			(1,211	)		(478	)		475			(1,214	)

Gross Profit		—			490			96			(23	)		563
General, Administrative and Store Operating Expenses		(1	)		(453	)		(70	)		20			(504	)

Operating Income (Loss)		(1	)		37			26			(3	)		59
Interest Expense		(55	)		—			(3	)		2			(56	)
Interest Income		—			2			—			(2	)		—
Other Income (Expense)		1			—			7			1			9

Income (Loss) Before Income Taxes		(55	)		39			30			(2	)		12
Provision (Benefit) for Income Taxes		—			1			(4	)		—			(3	)
Equity in Earnings, Net of Tax		70			7			45			(122	)		—

Net Income (Loss)	$	15		$	45		$	79		$	(124	)	$	15


	Third Quarter 2008
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	1,767		$	664		$	(588	)	$	1,843
Costs of Goods Sold, Buying and Occupancy		—			(1,253	)		(582	)		572			(1,263	)

Gross Profit		—			514			82			(16	)		580
General, Administrative and Store Operating Expenses		(1	)		(491	)		(64	)		17			(539	)

Operating Income (Loss)		(1	)		23			18			1			41
Interest Expense		(44	)		—			(3	)		3			(44	)
Interest Income		—			7			1			(3	)		5
Other Income (Expense)		—			(1	)		3			(1	)		1

Income (Loss) Before Income Taxes		(45	)		29			19			—			3
Provision (Benefit) for Income Taxes		—			(5	)		4			—			(1	)
Equity in Earnings, Net of Tax		49			(92	)		13			30			—

Net Income (Loss)	$	4		$	(58	)	$	28		$	30		$	4

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)


	Year-to-Date 2009
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	5,313		$	1,622		$	(1,366	)	$	5,569
Costs of Goods Sold, Buying and Occupancy		—			(3,737	)		(1,349	)		1,296			(3,790	)

Gross Profit		—			1,576			273			(70	)		1,779
General, Administrative and Store Operating Expenses		(6	)		(1,392	)		(179	)		71			(1,506	)
Net Gain (Loss) on Joint Ventures		9			—			—			—			9

Operating Income (Loss)		3			184			94			1			282
Interest Expense		(173	)		—			(10	)		7			(176	)
Interest Income		—			9			—			(7	)		2
Other Income (Expense)		1			—			4			1			6

Income (Loss) Before Income Taxes		(169	)		193			88			2			114
Provision (Benefit) for Income Taxes		—			(9	)		31			—			22
Equity in Earnings, Net of Tax		261			198			210			(669	)		—

Net Income (Loss)	$	92		$	400		$	267		$	(667	)	$	92


	Year-to-Date 2008
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	5,750		$	1,761		$	(1,459	)	$	6,052
Costs of Goods Sold, Buying and Occupancy		—			(3,960	)		(1,512	)		1,402			(4,070	)

Gross Profit		—			1,790			249			(57	)		1,982
General, Administrative and Store Operating Expenses		(2	)		(1,491	)		(221	)		59			(1,655	)
Net Gain on Joint Ventures		(9	)		(1	)		119			—			109

Operating Income		(11	)		298			147			2			436
Interest Expense (Loss)		(133	)		—			(12	)		9			(136	)
Interest Income		—			22			3			(9	)		16
Other Income (Expense)		—			(1	)		25			(1	)		23

Income (Loss) Before Income Taxes		(144	)		319			163			1			339
Provision (Benefit) for Income Taxes		—			42			97			—			139
Equity in Earnings, Net of Tax		348			(31	)		45			(362	)		—

Net Income (Loss)		204			246			111			(361	)		200

Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			(4	)		—			(4	)

Net Income (Loss) Attributable to Limited Brands, Inc.	$	204		$	246		$	115		$	(361	)	$	204

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


	Year-to-Date 2009
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(146	)	$	68		$	208		$	—	$	130

Investing Activities:
Capital Expenditures		—			(105	)		(55	)		—		(160	)
Net Proceeds from Divestiture of Joint Venture		—			—			9			—		9
Other Investing Activities		(3	)		—			1			—		(2	)

Net Cash Provided by (Used for) Investing Activities		(3	)		(105	)		(45	)		—		(153	)


Financing Activities:
Net Proceeds from Debt Issuance		473			—			—			—		473
Prepayment of Term Loan		(392	)		—			—			—		(392	)
Repurchase of Debt		(106	)		—			—			—		(106	)
Payments of Long-term Debt		—			—			—			—		—
Dividends Paid		(145	)		—			—			—		(145	)
Financing Costs Related to the Amendment of 5-Year Facility and Term Loan		(19	)		—			—			—		(19	)
Net Financing Activities and Advances to/from Consolidated Affiliates		335			(247	)		(88	)		—		—
Proceeds from Exercise of Stock Options and Other		3			—			—			—		3

Net Cash Provided by (Used for) Financing Activities		149			(247	)		(88	)		—		(186	)


Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			4			—		4
Net Increase (Decrease) in Cash and Cash Equivalents		—			(284	)		79			—		(205	)
Cash and Cash Equivalents, Beginning of Period		—			938			235			—		1,173

Cash and Cash Equivalents, End of Period	$	—		$	654		$	314		$	—	$	968

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)


	Year-to-Date 2008
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(109	)	$	91		$	21		$	—		$	3

Investing Activities:
Capital Expenditures		—			(318	)		(88	)		—			(406	)
Net Proceeds from the Divestiture of Joint Venture		—			—			144			—			144
Return of Capital from Express		—			—			95			—			95
Net Investments in Consolidated Affiliates		—			(1	)		(35	)		36			—
Other Investing Activities		—			(5	)		(5	)		—			(10	)

Net Cash Provided by (Used for) Investing Activities		—			(324	)		111			36			(177	)


Financing Activities:
Payments of Long-term Debt		—			—			(15	)		—			(15	)
Dividends Paid		(153	)		—			—			—			(153	)
Repurchase of Common Stock		(333	)		—			—			—			(333	)
Excess Tax Benefits from Share-based Compensation		—			1			1			—			2
Net Financing Activities and Advances to/from Consolidated Affiliates		564			(384	)		(144	)		(36	)		—
Proceeds from Exercise of Stock Options and Other		31			—			1			—			32

Net Cash Provided by (Used for) Financing Activities		109			(383	)		(157	)		(36	)		(467	)


Net Increase (Decrease) in Cash and Cash Equivalents		—			(616	)		(25	)		—			(641	)
Cash and Cash Equivalents, Beginning of Period		—			902			116			—			1,018

Cash and Cash Equivalents, End of Period	$	—		$	286		$	91		$	—		$	377

8. Divestitures	9 Months Ended
8. Divestitures	Oct. 31, 2009
Notes to Financial Statements [Abstract]
8. Divestitures	8. Divestitures In April 2008, the Company and its investment partner completed the divestiture of a joint venture, which the Company consolidated, to a third-party. The Company recognized a pre-tax gain of $128 million and received pre-tax proceeds of $168 million on the divestiture. The pre-tax gain is included in Net Gain on Joint Ventures on the year-to-date 2008 Consolidated Statement of Income. Total proceeds included $24 million, which was to be held in escrow until September 2009 to cover any post-closing contingencies. In December 2008, $15 million of $24 million in funds held in escrow were distributed to the Company. In September 2009, the remaining $9 million in funds held in escrow were distributed to the Company.

9. Restructuring Activities	9 Months Ended
9. Restructuring Activities	Oct. 31, 2009
Notes to Financial Statements [Abstract]
9. Restructuring Activities	9. Restructuring Activities During the fourth quarter of 2008, the Company initiated a restructuring program designed to resize the Company’s corporate infrastructure and to adjust for the impact of the current retail environment. This program resulted in the elimination of approximately 400 positions (or 10%) of the Company’s corporate and home office headcount. The Company recognized a pre-tax charge consisting of severance and related costs of $23 million for the fiscal year ended January 31, 2009. The Company made cash payments of $4 million and $13 million for the third quarter and year-to-date 2009, respectively, related to this restructuring program. The remaining balance of $10 million is included in Accrued Expenses and Other on the Consolidated Balance Sheet as of October 31, 2009.

14. Income Taxes	9 Months Ended
14. Income Taxes	Oct. 31, 2009
Notes to Financial Statements [Abstract]
14. Income Taxes	14. Income Taxes The provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. The Company’s quarterly effective tax rate does not reflect a benefit associated with losses related to certain foreign subsidiaries. The Company’s effective tax rate has historically reflected and continues to reflect a provision related to the undistributed earnings of foreign affiliates, but the taxes are not paid until the earnings are deemed repatriated to the United States. The Company has recorded a deferred tax liability for those undistributed earnings. However, no such deferred tax liability is recorded on the foreign earnings of foreign affiliates for which the tax basis is greater than the carrying value. For the third quarter of 2009, the Company’s effective tax rate was (30.7%) as compared to (30.8%) in the third quarter of 2008. In both third quarter 2009 and third quarter 2008, the effective tax rate benefited from changes in income tax reserves associated with the resolution of certain tax matters and other items. For year-to-date 2009, the Company’s effective tax rate decreased to 19.3% from 40.6% for year-to-date 2008. The decline in the effective tax rate was primarily due to the resolution of certain tax matters and the tax impact of the divestiture of a non-core joint venture offset partially by an increase in state net operating loss valuation allowances in 2009. Income taxes paid were approximately $6 million and $25 million for the third quarter of 2009 and 2008, respectively. Income taxes paid approximated $88 million and $199 million for year-to-date 2009 and 2008, respectively. The current income tax liability included net current deferred tax liabilities of $2 million as of October 31, 2009, $2 million as of January 31, 2009 and $1 million as of November 1, 2008. Additionally, current deferred tax assets of $54 million as of October 31, 2009, $78 million as of January 31, 2009 and $82 million as of November 1, 2008 are included in Other Current Assets on the Consolidated Balance Sheets.

17. Retirement Benefits	9 Months Ended
17. Retirement Benefits	Oct. 31, 2009
Notes to Financial Statements [Abstract]
17. Retirement Benefits	17. Retirement Benefits The Company sponsors a tax-qualified defined contribution retirement plan and a non-qualified supplemental retirement plan for substantially all of its associates within the United States of America. Participation in the qualified plan is available to associates who meet certain age and service requirements. Participation in the non-qualified plan is made available to associates who meet certain age, service, job level and compensation requirements. The qualified plan permits associates to elect contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible annual compensation and based on years of service. Associate contributions and Company matching contributions vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service. Total expense recognized related to the qualified plan was $11 million and $6 million for the third quarter of 2009 and 2008, respectively. Total expense recognized related to the qualified plan was $33 million and $27 million for year-to-date 2009 and 2008, respectively. The non-qualified plan is an unfunded plan, which provides benefits beyond the Internal Revenue Code limits for qualified defined contribution plans. The plan permits associates to elect contributions up to a maximum percentage of eligible compensation. The Company matches associate contributions according to a predetermined formula and credits additional amounts based on a percentage of the associates’ eligible compensation and years of service. The plan also permits associates to defer additional compensation up to a maximum amount which the Company does not match. Associates’ accounts are credited with interest using a rate determined by the Company. Associate contributions and the related interest vest immediately. Company contributions and credits, along with related interest, are subject to vesting based on years of service. Associates may elect in-service distributions for the unmatched additional deferred compensation component only. The remaining vested portion of associates’ accounts in the plan will be distributed upon termination of employment in either a lump sum or in equal annual installments over a specified period of up to 10 years. Total expense recognized related to the non-qualified plan was $6 million for both the third quarter of 2009 and 2008. Total expense recognized related to the non-qualified plan was $15 million and $16 million for the year-to-date 2009 and 2008, respectively.

20. Subsequent Event	9 Months Ended
20. Subsequent Event	Oct. 31, 2009
Notes to Financial Statements [Abstract]
20. Subsequent Event	20. Subsequent Event In the fourth quarter of 2009, the Company executed a re-organization of certain of its foreign subsidiaries which resulted in the recognition of a non-cash income tax benefit of approximately $20 million associated with the reversal of deferred tax liabilities associated with undistributed earnings of a foreign subsidiary.

Statement Of Financial Position Classified (Parenthetical) - $ / shares shares in Millions	Oct. 31, 2009	Jan. 31, 2009	Nov. 01, 2008
Statement [Line Items]
Preferred Stock, par value	$ 1.00	$ 1.00	$ 1.00
Preferred Stock, shares authorized	10	10	10
Preferred Stock, issued	0	0	0
Common Stock, par value	$ 0.50	$ 0.50	$ 0.50
Common Stock, shares authorized	1,000	1,000	1,000
Common Stock, shares issued	524	524	524
Common Stock, shares outstanding	322	321	326
Treasury Stock, shares	202	203	198

Document Information	9 Months Ended
Document Information	Oct. 31, 2009
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 31, 2009

Entity Information - shares	9 Months Ended
Entity Information - shares	Oct. 31, 2009	Nov. 27, 2009
Trading Symbol	LTD
Entity Registrant Name	LIMITED BRANDS INC
Entity Central Index Key	0000701985
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		322,290,513