View Filing Data

January 30,
2010

January 31,
2009

(in millions)

Other Assets

Other Long-term Liabilities

Statement Of Income - USD ($) $ in Millions	12 Months Ended
Statement Of Income - USD ($) $ in Millions	Jan. 30, 2010	Jan. 31, 2009	Feb. 02, 2008
Statement [Line Items]
Net Sales	$ 8,632	$ 9,043	$ 10,134
Costs of Goods Sold, Buying and Occupancy	(5,604)	(6,037)	(6,625)
Gross Profit	3,028	3,006	3,509
General, Administrative and Store Operating Expenses	(2,166)	(2,311)	(2,616)
Impairment of Goodwill and Other Intangible Assets	(3)	(215)	(13)
Gain on Divestiture of Express	0	0	302
Loss on Divestiture of Limited Stores	0	0	(72)
Net Gain on Joint Ventures	9	109	0
Operating Income	868	589	1,110
Interest Expense	(237)	(181)	(149)
Interest Income	2	18	18
Other Income	17	23	128
Income Before Income Taxes	650	449	1,107
Provision for Income Taxes	202	233	411
Net Income	448	216	696
Less: Net Income (Loss) Attributable to Noncontrolling Interest	0	(4)	(22)
Net Income Attributable to Limited Brands, Inc.	$ 448	$ 220	$ 718
Net Income Attributable to Limited Brands, Inc. Per Basic Share	$ 1.39	$ 0.66	$ 1.91
Net Income Attributable to Limited Brands, Inc. Per Diluted Share	$ 1.37	$ 0.65	$ 1.89

Statement Of Financial Position Classified - USD ($) $ in Millions	Jan. 30, 2010	Jan. 31, 2009
Current Assets:
Cash and Cash Equivalents	$ 1,804	$ 1,173
Accounts Receivable, Net	219	236
Inventories	1,037	1,182
Deferred Income Taxes	30	77
Other	160	199
Total Current Assets	3,250	2,867
Property and Equipment, Net	1,723	1,929
Goodwill	1,442	1,426
Trade Names and Other Intangible Assets, Net	594	580
Other Assets	164	170
Total Assets	7,173	6,972
Current Liabilities:
Accounts Payable	488	494
Accrued Expenses and Other	693	669
Income Taxes	141	92
Total Current Liabilities	1,322	1,255
Deferred Income Taxes	213	213
Long-term Debt	2,723	2,897
Other Long-term Liabilities	731	732
Shareholders' Equity:
Preferred Stock-$1.00 par value; 10 shares authorized; none issued	0	0
Common Stock-$0.50 par value; 1,000 shares authorized; 323 and 524 shares issued; 323 and 321 shares outstanding, respectively	161	262
Paid-in Capital	0	1,544
Accumulated Other Comprehensive Income (Loss)	(15)	(28)
Retained Earnings	2,037	4,777
Less: Treasury Stock, at Average Cost; 0 shares in 2009 and 203 shares in 2008	0	(4,681)
Total Limited Brands, Inc. Shareholders' Equity	2,183	1,874
Noncontrolling Interest	1	1
Total Equity	2,184	1,875
Total Liabilities and Equity	$ 7,173	$ 6,972

Statement Of Shareholders Equity And Other Comprehensive Income - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Jan. 30, 2010	Jan. 31, 2009	Feb. 02, 2008
Statement [Line Items]
Beginning Balance (in shares)	321
Beginning Balance	$ 1,875	$ 2,274	$ 3,026
Capital Contributions from Noncontrolling Interest and Other		4	6
Adoption of Financial Accounting Standards Board Accounting Standards Codification Subtopic 740, Income Taxes			(10)
Divestiture of Personal Care Business		(54)
Comprehensive Income (Loss):
Net Income (Loss)	448	216	696
Foreign Currency Translation	(2)	(34)	37
Unrealized (Loss) Gain on Cash Flow Hedges	(56)	65	(64)
Reclassification of Cash Flow Hedges to Earnings	71	(90)	75
Total Comprehensive Income (Loss)	461	157	744
Cash Dividends ($0.60 per share)	(193)	(201)	(227)
Treasury Share Retirement	0
Repurchase of Common Stock		(371)	(1,410)
Exercise of Stock Options and Other	$ 41	$ 66	145
Ending Balance (in shares)	323	321
Ending Balance	$ 2,184	$ 1,875	$ 2,274
Common Stock
Statement [Line Items]
Beginning Balance (in shares)	321	346	398
Beginning Balance	$ 262	$ 262	$ 262
Comprehensive Income (Loss):
Repurchase of Common Stock (in shares)		(28)	(59)
Treasury Share Retirement	$ (101)
Exercise of Stock Options and Other (in shares)	2	3	7
Ending Balance (in shares)	323	321	346
Ending Balance	$ 161	$ 262	$ 262
Paid-In Capital
Statement [Line Items]
Beginning Balance	1,544	1,550	1,565
Comprehensive Income (Loss):
Treasury Share Retirement	(1,545)
Exercise of Stock Options and Other	1	(6)	(15)
Ending Balance	0	1,544	1,550
Accumulated Other Comprehensive Income (Loss)
Statement [Line Items]
Beginning Balance	(28)	31	(17)
Comprehensive Income (Loss):
Foreign Currency Translation	(2)	(34)	37
Unrealized (Loss) Gain on Cash Flow Hedges	(56)	65	(64)
Reclassification of Cash Flow Hedges to Earnings	71	(90)	75
Total Comprehensive Income (Loss)	13	(59)	48
Ending Balance	(15)	(28)	31
Retained Earnings
Statement [Line Items]
Beginning Balance	4,777	4,758	4,277
Adoption of Financial Accounting Standards Board Accounting Standards Codification Subtopic 740, Income Taxes			(10)
Comprehensive Income (Loss):
Net Income (Loss)	448	220	718
Total Comprehensive Income (Loss)	448	220	718
Cash Dividends ($0.60 per share)	(193)	(201)	(227)
Treasury Share Retirement	(2,995)
Ending Balance	2,037	4,777	4,758
Treasury Stock, at Average Cost
Statement [Line Items]
Beginning Balance	(4,681)	(4,382)	(3,132)
Comprehensive Income (Loss):
Treasury Share Retirement	4,641
Repurchase of Common Stock		(371)	(1,410)
Exercise of Stock Options and Other	40	72	160
Ending Balance	0	(4,681)	(4,382)
Noncontrolling Interest
Statement [Line Items]
Beginning Balance	1	55	71
Capital Contributions from Noncontrolling Interest and Other		4	6
Divestiture of Personal Care Business		(54)
Comprehensive Income (Loss):
Net Income (Loss)		(4)	(22)
Total Comprehensive Income (Loss)		(4)	(22)
Ending Balance	$ 1	$ 1	$ 55

Statement Of Cash Flows Indirect - USD ($) $ in Millions	12 Months Ended
Statement Of Cash Flows Indirect - USD ($) $ in Millions	Jan. 30, 2010	Jan. 31, 2009	Feb. 02, 2008
Operating Activities
Net Income	$ 448	$ 216	$ 696
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
Depreciation and Amortization of Long-lived Assets	393	377	385
Amortization of Landlord Allowances	(36)	(34)	(33)
Goodwill and Intangible Asset Impairment Charges	3	215	13
Deferred Income Taxes	49	46	(5)
Excess Tax Benefits From Share-based Compensation	0	(2)	(28)
Share-based Compensation Expense	40	35	44
Net Gain on Joint Ventures	(9)	(109)	0
Gain on Distribution from Express	0	(13)	0
Gain on Divestiture of Express	0	0	(302)
Loss on Divestiture of Limited Stores	0	0	72
Gain on Distribution from Easton Town Center, LLC	0	0	(100)
Gains on Sales of Assets	0	0	(37)
Changes in Assets and Liabilities, Net of Assets and Liabilities from Acquisitions:
Accounts Receivable	22	103	(192)
Inventories	156	45	337
Accounts Payable, Accrued Expenses and Other	17	(39)	(152)
Income Taxes Payable	44	(39)	(31)
Other Assets and Liabilities	47	153	98
Net Cash Provided by Operating Activities	1,174	954	765
Investing Activities
Capital Expenditures	(202)	(479)	(749)
Net Proceeds from the Divestiture of Joint Venture	9	159	0
Return of Capital from Express	0	95	0
Proceeds from the Divestiture of Express, Net	0	0	547
Proceeds from the Distribution from Easton Town Center, LLC	0	0	102
Proceeds from Sale of Assets	32	0	97
Other Investing Activities	(1)	(15)	33
Net Cash (Used for) Provided by Investing Activities	(162)	(240)	30
Financing Activities
Proceeds from Long-term Debt, Net of Issuance and Discount Costs	473	0	1,247
Payments of Long-term Debt	(656)	(15)	(7)
Financing Costs Related to the Amendment of 5-Year Facility and Term Loan	(19)	0	0
Repurchase of Common Stock	0	(379)	(1,402)
Dividends Paid	(193)	(201)	(227)
Excess Tax Benefits from Share-based Compensation	0	2	28
Proceeds From Exercise of Stock Options and Other	8	31	82
Net Cash Used for Financing Activities	(387)	(562)	(279)
Effects of Exchange Rate Changes on Cash	6	3	2
Net Increase in Cash and Cash Equivalents	631	155	518
Cash and Cash Equivalents, Beginning of Year	1,173	1,018	500
Cash and Cash Equivalents, End of Year	$ 1,804	$ 1,173	$ 1,018

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Description of Business and Summary of Significant Accounting Policies

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Limited Brands, Inc. (the Company) operates in the highly competitive specialty retail business. The Company is a 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, “2009”, “2008” and “2007” refer to the 52-week periods ending January 30, 2010, January 31, 2009 and February 2, 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 Consolidated Financial Statements include the results of Express and Limited Stores through their divestiture dates which were July 6, 2007 and August 3, 2007, respectively.

The Company’s Consolidated Financial Statements also include less than 100% owned variable interest entities in which the Company is designated as 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.

Subsequent to the divestitures of Express and Limited Stores, the Company’s remaining 25% ownership interest in each is 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.

Cash and Cash Equivalents

Cash and Cash Equivalents include cash on hand, demand deposits with financial institutions and highly liquid investments with original maturities of less than 90 days. The Company’s outstanding checks, which amounted to $76 million as of January 30, 2010 and $86 million as of January 31, 2009, are included in Accounts Payable on the Consolidated Balance Sheets.

Concentration of Credit Risk

The Company maintains cash and cash equivalents with various major financial institutions, as well as corporate commercial paper. Currently, the Company’s investment portfolio is comprised of U.S. and Canadian government obligations, U.S. Treasury and AAA-rated money market funds, bank time deposits, and highly-rated commercial paper.

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.

Inventories

Inventories are principally valued at the lower of cost or market, on a weighted-average cost basis.

The Company records valuation adjustments to its inventories if the cost of specific inventory items on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience.

The Company also records inventory loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory. These estimates are based on management’s analysis of historical results and operating trends.

Catalogue and Advertising Costs

The Company capitalizes the direct costs of producing and distributing its catalogues and amortizes the costs over the expected future revenue stream, which is generally over a three month period from the date the catalogues are mailed.

The Company’s capitalized direct response advertising costs amounted to $19 million and $27 million as of January 30, 2010 and January 31, 2009, respectively, and are included in Other Current Assets on the Consolidated Balance Sheets. All other advertising costs are expensed at the time the promotion first appears in media or in the store. Catalogue and advertising costs amounted to $459 million for 2009, $502 million for 2008 and $507 million for 2007.

Property and Equipment

The Company’s property and equipment are recorded at cost and depreciation/amortization is computed on a straight-line basis using the following depreciable life ranges:


Category of Property and Equipment		Depreciable Life Range
Software, including software developed for internal use		3 - 7 years
Store related assets		3 - 10 years
Leasehold improvements		Shorter of lease term or 10 years
Non-store related building and site improvements		10 - 15 years
Other property and equipment		20 years
Buildings		30 years

When a decision has been made to dispose of property and equipment prior to the end of the previously estimated useful life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life. The Company’s cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in net income. Maintenance and repairs are charged to expense as incurred. Major renewals and betterments that extend useful lives are capitalized.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the estimated undiscounted future cash flows related to the asset are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, usually determined by the estimated discounted future cash flows of the asset. The Company estimates the fair value of property and equipment in accordance with the provisions of ASC Subtopic 820, Fair Value Measurements and Disclosures.

Goodwill and Intangible Assets

The Company has certain intangible assets resulting from business combinations that are recorded at cost. Intangible assets with finite lives are amortized primarily on a straight-line basis over their respective estimated useful lives ranging from 3 to 20 years.

Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the estimated undiscounted future cash flows related to the asset are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, usually determined by the estimated discounted future cash flows of the asset.

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired. Goodwill is not subject to periodic amortization. Goodwill is reviewed for impairment each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The impairment review is performed by comparing each reporting unit’s carrying value to its estimated fair value, determined through either estimated discounted future cash flows or market-based methodologies. If the carrying value exceeds the estimated fair value, the Company determines the fair value of all assets and liabilities of the reporting unit, including the implied fair value of goodwill. If the carrying value of goodwill exceeds the implied fair value, the Company recognizes an impairment charge equal to the difference.

Intangible assets with indefinite lives are reviewed for impairment each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The impairment review is performed by comparing the carrying value to the estimated fair value, usually determined by the estimated discounted future cash flows of the asset.

The Company estimates the fair value of goodwill and intangible assets in accordance with the provisions of ASC Subtopic 820, Fair Value Measurements and Disclosures. If future economic conditions are different than those projected by management, future impairment charges may be required.

Leases and Leasehold Improvements

The Company has leases that contain predetermined fixed escalations of minimum rentals and/or rent abatements subsequent to taking possession of the leased property. The Company recognizes the related rent expense on a straight-line basis commencing upon store possession date. The Company records the difference between the recognized rental expense and amounts payable under the leases as deferred lease credits. The Company’s liability for predetermined fixed escalations of minimum rentals and/or rent abatements amounted to $97 million as of January 30, 2010 and $90 million as of January 31, 2009. These liabilities are included in Other Long-term Liabilities on the Consolidated Balance Sheets.

The Company receives allowances from landlords related to its retail stores. These allowances are generally comprised of cash amounts received by the Company from its landlords as part of the negotiated lease terms. The Company records a receivable and a landlord allowance at the lease commencement date (date of initial possession of the store). The deferred lease credit is amortized on a straight-line basis as a reduction of rent expense over the term of the lease (including the pre-opening build-out period) and the receivable is reduced as amounts are received from the landlord. The Company’s unamortized portion of landlord allowances, which amounted to $210 million as of January 30, 2010 and $224 million as of January 31, 2009, is included in Other Long-term Liabilities on the Consolidated Balance Sheets.

The Company also has leasehold improvements which are amortized over the shorter of their estimated useful lives or the period from the date the assets are placed in service to the end of the initial lease term. Leasehold improvements made after the inception of the initial lease term are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured.

Foreign Currency Translation

The functional currency of the Company’s foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The Company’s resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss) within the Consolidated Statements of Total Equity.

Derivative Financial 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 14, “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.

Fair Value of Financial Instruments

The authoritative guidance included in ASC Subtopic 820, Fair Value Measurements and Disclosure, 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.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, the amount of taxes currently payable or refundable are accrued and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for realizable operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Company’s Consolidated Statement of Income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.

In determining the Company’s provision for income taxes, it uses an annual effective income tax rate based on annual income, permanent differences between book and tax income and statutory income tax rates. The Company adjusts the annual effective income tax rate as additional information on outcomes or events becomes available. The Company’s effective income tax rate is affected by items including changes in tax law, the tax jurisdiction of new stores or business ventures and the level of earnings.

The Company follows the authoritative guidance included in ASC Subtopic 740, Income Taxes, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes.

The Company’s income tax returns, like those of most companies, are periodically audited by domestic and foreign tax authorities. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. The Company records an accrual for more likely than not exposures after evaluating the positions associated with its various income tax filings. A number of years may elapse before a particular matter for which the Company has established an accrual is audited and fully resolved or clarified. The Company adjusts its tax contingencies accrual and income tax provision in the period in which matters are effectively settled with tax authorities at amounts different from its established accrual, when the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. The Company includes its tax contingencies accrual, including accrued penalties and interest, in Other Long-term Liabilities on the Consolidated Balance Sheets unless the liability is expected to be paid within one year. Changes to the tax contingencies accrual, including accrued penalties and interest, are included in Provision for Income Taxes on the Consolidated Statements of Income.

Self Insurance

The Company is self-insured for medical, workers’ compensation, property, general liability and automobile liability up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (“IBNR”) claims. IBNR claims are estimated using historical claim information and actuarial estimates.

Noncontrolling Interest

Noncontrolling interest represents the portion of equity interests of consolidated affiliates not owned by the Company.

Share-based Compensation

The Company accounts for share-based employee compensation in accordance with authoritative guidance included in ASC Subtopic 718, Compensation—Stock Compensation, which requires all share-based payments to employees and directors to be recognized in the financial statements as compensation cost over the service period based on their estimated fair value on the date of grant.

Compensation cost is recognized over the service period on a straight-line basis for the fair value of awards that actually vest. Compensation expense for stock options is recognized, net of forfeitures, using a single option approach (each option is valued as one grant, irrespective of the number of vesting tranches). Compensation cost for restricted stock is recognized, net of forfeitures, on a straight-line basis over the requisite service period.

During 2007, 2008 and 2009, the Company followed a policy of issuing treasury shares to satisfy award exercises or conversions.

Revenue Recognition

The Company recognizes sales upon customer receipt of the merchandise, which for direct response revenues reflects an estimate of shipments that have not yet been received by the customer based on shipping terms and estimated delivery times. The Company’s shipping and handling revenues are included in Net Sales with the related costs included in Costs of Goods Sold, Buying and Occupancy on the Consolidated Statements of Income. The Company also provides a reserve for projected merchandise returns based on prior experience. Net Sales exclude sales tax collected from customers.

The Company’s brands sell gift cards with no expiration dates to customers. The Company does not charge administrative fees on unused gift cards. The Company recognizes income from gift cards when they are redeemed by the customer. In addition, the Company recognizes income on unredeemed gift cards when it can determine that the likelihood of the gift card being redeemed is remote and that there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage). The Company determines the gift card breakage rate based on historical redemption patterns. The Company accumulated enough historical data to determine the gift card breakage rate at Bath & Body Works during the fourth quarter of 2005 and Victoria’s Secret during the fourth quarter of 2007. Gift card breakage is included in Net Sales in the Consolidated Statements of Income.

During the fourth quarter of 2007, the Company recognized $48 million in pre-tax income related to the initial recognition of gift card breakage at Victoria’s Secret.

Additionally, the Company recognizes revenue associated with merchandise sourcing services provided to third parties, consisting of former subsidiaries as well as other third parties. Revenue is recognized at the time the title passes to the customer.

Costs of Goods Sold, Buying and Occupancy

The Company’s costs of goods sold include merchandise costs, net of discounts and allowances, freight and inventory shrinkage. The Company’s buying and occupancy expenses primarily include payroll, benefit costs and operating expenses for its buying departments and distribution network, rent, common area maintenance, real estate taxes, utilities, maintenance, fulfillment expenses, catalogue amortization and depreciation for the Company’s stores, warehouse facilities and equipment.

General, Administrative and Store Operating Expenses

The Company’s general, administrative and store operating expenses primarily include payroll and benefit costs for its store-selling and administrative departments (including corporate functions), marketing, advertising and other operating expenses not specifically categorized elsewhere in the Consolidated Statements of Income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates and the Company revises its estimates and assumptions as new information becomes available.

New Accounting Pronouncements and Changes in Accounting Principle	12 Months Ended
	Jan. 30, 2010
Statement [Line Items]
New Accounting Pronouncements and Changes in Accounting Principle	2. New Accounting Pronouncements and Changes in Accounting Principle *New 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 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 Securities and Exchange Commission (“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. In February 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-09 to amend ASC Subtopic 855, Subsequent Events, to not require disclosure of the date through which management evaluated subsequent events in the financial statements for either originally issued financial statements or reissued financial statements. 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 13, “Derivative Instruments.” Consolidation 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. 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 14, “Fair Value Measurements.” In January 2010, the FASB issued Accounting Standard Update 2010-06, which amends ASC Subtopic 820, Fair Value Measurement and Disclosures. This guidance requires new disclosures and provides amendments to clarify existing disclosures. The new requirements include disclosing transfers in and out of Levels 1 and 2 fair value measurements and the reasons for the transfers and further disaggregating activity in Level 3 fair value measurements. The clarification of existing disclosure guidance includes further disaggregation of fair value measurement disclosures for each class of assets and liabilities and providing disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the new disclosures regarding the activity in Level 3 measurements, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company will adopt this guidance for the fiscal period beginning January 31, 2010, except for the new disclosure regarding the activity in Level 3 measurements, which the Company will adopt for the fiscal period beginning January 30, 2011. *Changes in Accounting Principle* Income Taxes Effective February 4, 2007, the Company adopted authoritative guidance included in ASC Subtopic 740, Income Taxes. Upon adoption, the Company recognized an additional $10 million liability for unrecognized tax benefits, which was accounted for as a reduction to the Company’s opening balance of retained earnings on February 4, 2007. For additional information, see Note 11, “Income Taxes.”

Goodwill, Trade Names and Other Intangible Assets, Net

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Goodwill, Trade Names and Other Intangible Assets, Net

8. Goodwill, Trade Names and Other Intangible Assets, Net

Goodwill

The following table provides the rollforward of goodwill for the fiscal years ended January 30, 2010 and January 31, 2009:


	Victoria’s Secret			Bath & Body Works		Other			Total
	(in millions)
Balance as of February 2, 2008	$	1,057		$	628	$	48		$	1,733
Divestiture		—			—		(48	)		(48	)
Impairment		(189	)		—		—			(189	)
Foreign Currency Translation		(70	)		—		—			(70	)

Balance as of January 31, 2009		798			628		—			1,426

Foreign Currency Translation		16			—		—			16

Balance as of January 30, 2010	$	814		$	628	$	—		$	1,442

Intangible Assets—Indefinite Lives

Intangible assets with indefinite lives represent the Victoria’s Secret, Bath & Body Works and La Senza trade names. These assets totaled $566 million as of January 30, 2010 and $548 million as of January 31, 2009 and are included in Trade Names and Other Intangible Assets, Net on the Consolidated Balance Sheets.

Intangible Assets—Finite Lives

The following table provides intangible assets with finite lives as of January 30, 2010 and January 31, 2009:


	January 30, 2010			January 31, 2009
	(in millions)
Intellectual Property	$	41		$	41
Trademarks/Brands		19			19
Licensing Agreements and Customer Relationships		23			21
Favorable Operating Leases		19			18

Total		102			99
Accumulated Amortization		(74	)		(67	)

Intangible Assets, Net	$	28		$	32

Amortization expense was $6 million for 2009 and 2008 and $14 million for 2007. Estimated future annual amortization expense will be approximately $7 million in each of 2010 and 2011, $5 million in 2012, $4 million in 2013 and $5 million thereafter.

Impairment Charges

La Senza

In conjunction with the January 2007 acquisition of La Senza, the Company recorded $313 million in goodwill, $170 million in intangible assets with indefinite lives and $26 million in intangible assets with finite lives. These assets are included in the La Senza reporting unit which is part of the Victoria’s Secret reportable segment.

2008

In the fourth quarter of 2008, the Company completed its annual impairment testing. During the latter half of 2008, La Senza’s operating results were negatively impacted by the global economic downturn and the resulting impact on the Canadian retail environment. As part of the annual impairment evaluation, the Company assessed the recoverability of goodwill using a discounted cash flow methodology. The Company concluded that the carrying value of the La Senza goodwill exceeded the implied fair value based on the estimated fair value of the La Senza reporting unit. Accordingly, the Company recorded a goodwill impairment charge of $189 million. The goodwill impairment charge is included in Impairment of Goodwill and Other Intangible Assets on the 2008 Consolidated Statement of Income.

Prior to completing the goodwill impairment evaluation, the Company performed its annual impairment analysis for indefinite-lived trade names. Based on its evaluation using a relief from royalty methodology, the Company concluded that certain La Senza trade name assets were impaired. Accordingly, the Company recorded an impairment charge of $25 million to reduce the carrying value of these assets to their estimated fair values. The Company also recognized a $1 million impairment charge related to a finite lived trade name asset. These impairment charges are included in Impairment of Goodwill and Other Intangible Assets on the 2008 Consolidated Statement of Income.

2009

In the fourth quarter of 2009, the Company made the decision to exit the La Senza Girl business and recorded an impairment charge of $3 million to write-off the La Senza Girl trade name and other minor trade names. This impairment charge is included in Impairment of Goodwill and Other Intangible Assets on the 2009 Consolidated Statement of Income.

Personal Care Joint Venture

In February 2007, the Company acquired a personal care products business along with an investment partner. Net assets of the acquired business consisted primarily of goodwill. During the second quarter of 2007, the Company and its investment partner made a decision to close the operations of the acquired business. Based on this decision, the Company completed a valuation of the acquired business trade name, which the Company continues to use. Based on the Company’s evaluation, $12 million of the $25 million purchase price was allocated to the trade name. The remaining $13 million was recognized as an impairment charge in the second quarter of 2007. The Company recognized the investment partner’s portion of the impairment charge of $6 million in Noncontrolling Interest on the 2007 Consolidated Statement of Income.

Equity Investments and Other	12 Months Ended
Equity Investments and Other	Jan. 30, 2010
Statement [Line Items]
Equity Investments and Other	9. 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 varied and ranged 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 also continues to provide sourcing services to Express. The Company recognized merchandise sourcing revenue from Express of $344 million in 2009, $435 million in 2008 and $353 million in 2007. 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 $80 million as of January 30, 2010, $92 million as of January 31, 2009 and $151 million as of February 2, 2008. 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 January 30, 2010 and zero as of January 31, 2009. These amounts are included in Other Assets on the Consolidated Balance Sheets. In March 2010, Express distributed a cash dividend to its owners and the Company received $57 million. The proceeds received from the cash dividend were in excess of the Company’s carrying value of the investment in Express. As a result, the carrying value will be reduced to zero as of the date of the cash dividend and a pre-tax gain of approximately $50 million will be recorded. *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 $58 million in 2009, $92 million in 2008 and $75 million in 2007. 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 $10 million as of January 30, 2010, $12 million as of January 31, 2009 and $22 million as of February 2, 2008. The Company’s investment carrying value for Limited Stores was $13 million as of January 30, 2010 and $12 million as of January 31, 2009. These amounts are included in Other Assets on the Consolidated Balance Sheets. In February 2010, Limited Stores distributed a cash dividend to its owners and the Company received $7 million. The proceeds received reduced the Company’s carrying value of the investment in Limited Stores. *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 $66 million as of January 30, 2010, $63 million as of January 31, 2009 and $62 million as of February 2, 2008 and 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. In July 2007, ETC refinanced its $290 million secured bank loan replacing it with a $405 million secured bank loan. The loan is payable in full on August 9, 2017. In conjunction with the loan refinancing, ETC repaid the existing loan, reserved cash for capital expenditures and operations and authorized the distribution of $150 million to ETC members. As an ETC member, the Company received approximately $102 million of proceeds resulting in a $100 million gain after reducing the Company’s ETC carrying value from $2 million to zero. The gain is included in Other Income (Loss) on the 2007 Consolidated Statement of Income. Total assets of ETC were approximately $241 million as of January 30, 2010, $253 million as of January 31, 2009 and $262 million as of February 2, 2008. *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 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 2009 Consolidated Statements of Income.

Income Taxes

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Income Taxes

11. Income Taxes

The following table provides the components of the Company’s provision for income taxes for 2009, 2008 and 2007:


	2009			2008			2007
	(in millions)
Current:
U.S. Federal	$	138		$	151		$	352
U.S. State		1			13			46
Non-U.S.		14			23			18

Total		153			187			416

Deferred:
U.S. Federal		47			38			59
U.S. State		8			15			(56	)
Non-U.S.		(6	)		(7	)		(8	)

Total		49			46			(5	)

Provision for Income Taxes	$	202		$	233		$	411

The foreign component of pre-tax income, arising principally from overseas operations, was income of $84 million for 2009, a loss of $90 million for 2008 and income of $40 million for 2007. The 2008 loss included the impact of the $215 million impairment of goodwill and other intangible assets and changes in transfer pricing. In 2009, the non-U.S. tax provision reflects the impact of enacted statutory rate decreases in Canada.

The following table provides the reconciliation between the statutory federal income tax rate and the effective tax rate for 2009, 2008 and 2007:


	2009		2008		2007
Federal Income Tax Rate	35.0	%	35.0	%	35.0	%
State Income Taxes, Net of Federal Income Tax Effect	3.7	%	5.0	%	3.5	%
State Net Operating Loss and Valuation Allowance Adjustment	0.3	%	2.2	%	(3.4	%)
Non-deductible Loss on Divestiture of Limited Stores	—	%	—	%	1.9	%
Non-deductible Impairment of Goodwill and Other Intangible Assets	0.3	%	14.2	%	—	%
Impact of Non-U.S. Operations	(5.0	%)	—	%	1.6	%
Other Items, Net	(3.2	%)	(4.9	%)	(2.2	%)

Effective Tax Rate	31.1	%	51.5	%	36.4	%

The Company’s effective tax rate has historically reflected a provision related to the undistributed earnings of foreign affiliates. The Company has recorded a deferred tax liability for those amounts, but taxes are not paid until the earnings are deemed repatriated to the United States. However, when the tax basis of a foreign subsidiary is greater than its carrying value, no deferred taxes are recorded. 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 $21 million associated with the reversal of deferred tax liabilities associated with undistributed earnings of a foreign subsidiary.

Deferred Taxes

The following table provides the effect of temporary differences that cause deferred income taxes as of January 30, 2010 and January 31, 2009. Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carryforwards at the end of the respective year.


	January 30, 2010									January 31, 2009
	Assets			Liabilities			Total			Assets			Liabilities			Total
	(in millions)
Leases	$	37		$	—		$	37		$	33		$	—		$	33
Non-qualified Retirement Plan		63			—			63			62			—			62
Inventory		2			—			2			47			—			47
Property and Equipment		—			(177	)		(177	)		—			(153	)		(153	)
Goodwill		—			(15	)		(15	)		—			(15	)		(15	)
Trade Names and Other Intangibles		—			(184	)		(184	)		—			(182	)		(182	)
Undistributed Earnings of Foreign Affiliates		—			—			—			—			(13	)		(13	)
Other Comprehensive Income Items		9			—			9			—			—			—
State Net Operating Losses		33			—			33			32			—			32
Non-U.S. Operating Losses		32			—			32			21			—			21
Valuation Allowance		(38	)		—			(38	)		(28	)		—			(28	)
Other, Net		53			—			53			59			—			59

Total Deferred Income Taxes	$	191		$	(376	)	$	(185	)	$	226		$	(363	)	$	(137	)

As of January 30, 2010, the Company had available for state income tax purposes net operating loss carryforwards which expire, if unused, in the years 2010 through 2028. The Company has analyzed the realization of the state net operating loss carryforwards on an individual state basis. For those states where the Company has determined that it is more likely than not that the state net operating loss carryforwards will not be realized, a valuation allowance has been provided for the deferred tax asset.

As of January 30, 2010, the Company had available for non-U.S. tax purposes net operating loss carryforwards which expire, if unused, in the years 2028 through 2030. The Company has determined that it is more likely than not that all of the net operating loss carryforwards will not be realized and a valuation allowance has been provided for the net deferred tax assets, including the net operating loss carryforwards, of the related tax loss entity.

Income taxes payable on the accompanying Consolidated Balance Sheets included net current deferred tax liabilities of $2 million as of January 30, 2010 and $2 million as of January 31, 2009. Income tax payments were $118 million for 2009, $205 million for 2008 and $428 million for 2007.

Uncertain Tax Positions

The Company had unrecognized tax benefits of $145 million and $164 million as of January 30, 2010 and January 31, 2009, respectively, of which $113 million and $95 million would reduce the effective income tax rate for 2009 and 2008, respectively. The unrecognized tax benefits are included within Other Long-term Liabilities on the Consolidated Balance Sheets. Of the total unrecognized tax benefits, it is reasonably possible that $25 million could change in the next twelve months due to audit settlements, expiration of statute of limitations or other resolution of uncertainties. Due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be different from this estimate. In such case, the Company will record additional tax expense or tax benefit in the tax provision or reclassify amounts on the Consolidated Balance Sheet in the period in which such matters are effectively settled with the tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits as components of income tax expense. The Company recognized interest and penalties benefit of $7 million in 2009. The Company recognized interest and penalties expense of $7 million and $4 million in 2008 and 2007, respectively. The Company has accrued approximately $30 million and $47 million for the payment of interest and penalties as of January 30, 2010 and January 31, 2009, respectively.

The following table summarizes the activity related to its unrecognized tax benefits for U.S. federal, state & non-U.S. tax jurisdictions for 2009 and 2008 without interest and penalties:


	2009			2008
	(in millions)
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year	$	116		$	104
Increases in Tax Positions for Prior Years		18			16
Decreases in Tax Positions for Prior Years		(31	)		(18	)
Increases in Unrecognized Tax Benefits as a Result of Current Year Activity		26			23
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities		(9	)		(3	)
Decreases to Unrecognized Tax Benefits as a Result of a Lapse of the Applicable Statute of Limitations		(6	)		(5	)
Foreign Currency Translation		1			(1	)

Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year	$	115		$	116

The Company files U.S. federal income tax returns as well as income tax returns in various states and in non-U.S. jurisdictions. At the end of 2009, the Company was subject to examination by the IRS for calendar years 2006 through 2009. The Company is also subject to various U.S. state and local income tax examinations for the years 1999 to 2009. Finally, the Company is subject to multiple non-U.S. tax jurisdiction examinations for the years 2000 to 2009. In some situations, the Company determines that it does not have a filing requirement in a particular tax jurisdiction. Where no return has been filed, no statute of limitations applies. Accordingly, if a tax jurisdiction reaches a conclusion that a filing requirement does exist, additional years may be reviewed by the tax authority. The Company believes it has appropriately accounted for uncertainties related to this issue.

Long-term Debt

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Long-term Debt

12. Long-term Debt

The following table provides the Company’s long-term debt balance as of January 30, 2010 and January 31, 2009:


	January 30, 2010			January 31, 2009
	(in millions)
Senior Secured Debt
Term Loan due August 2012. Variable Interest Rate of 4.28% as of January 30, 2010	$	200		$	750
5.30% Mortgage due August 2010		2			2

Total Senior Secured Debt	$	202		$	752

Senior Unsecured Debt with Subsidiary Guarantee
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount	$	485		$	—

Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount	$	699		$	698
$500 million, 5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount		499			499
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount		350			350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount		299			299
6.125% Fixed Interest Rate Notes due December 2012, Less Unamortized Discount (a)		191			299

Total Senior Unsecured Debt	$	2,038		$	2,145
Total	$	2,725		$	2,897
Current Portion of Long-term Debt		(2	)		—

Total Long-term Debt, Net of Current Portion	$	2,723		$	2,897

(a)	The principal balance outstanding was $191 million as of January 30, 2010 and $300 million as of January 31, 2009.

The following table provides principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter:


Fiscal Year (in millions)
2010	$	2
2011		—
2012		391
2013		—
2014		500
Thereafter		1,850

Cash paid for interest was $250 million in 2009, $174 million in 2008 and $151 million in 2007.

Issuance of 2019 Notes

In June 2009, the Company issued $500 million of 8.50% notes due in June 2019 (“2019 Notes”) 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 are being amortized through the maturity date of June 2019 and are included within Other Assets on the January 30, 2010 Consolidated Balance Sheet. The Company used the proceeds from this offering to repurchase $108 million of the Company’s 2012 notes and to prepay $392 million of the Company’s variable rate term loan (“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 to the 2019 Notes. On December 15, 2009, the Company and the guarantors filed an amended registration statement to offer a public exchange of the 2019 Notes. On January 29, 2010, the exchange offer expired with a result of 100% of bondholders exchanging the 2019 Notes.

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

2009

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 January 30, 2010. 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 January 30, 2010 Consolidated Balance Sheet and is being 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 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 2009, the effective interest rate of the Term Loan, including the impact of the participating interest rate swaps, was 6.88%. 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 January 30, 2010, there were no borrowings outstanding under the 5-Year Facility.

The Company prepaid $392 million of the Term Loan with cash proceeds from the $500 million note issuance in June 2009. In December 2009, the Company prepaid an additional $158 million of the Term Loan with cash on-hand.

2010

In March 2010, the Company prepaid the remaining $200 million of the Term Loan with cash on hand and also entered into an amendment and restatement (the “Amendment”) of its 5-Year Facility. The Amendment establishes two classes of loans under the 5-Year Facility; Class A loans to be made by lenders who consent to the Amendment and Class B loans to be made by non-consenting lenders. The Amendment extends the termination date of the 5-Year Facility from August 3, 2012 to August 1, 2014 on Class A loans. The Amendment also reduces the aggregate amount of the commitments of the lenders under the 5-Year Facility from $1 billion to $927 million. The loan commitments are $800 million and $127 million for Class A and Class B, respectively. The Company is permitted to borrow and prepay separately under either class of loans.

Additionally, the Amendment modifies the covenants limiting investments and restricted payments to provide that investments and restricted payments may be made, without limitation on amount, if (a) at the time of and after giving effect to such investment or restricted payment the ratio of consolidated debt to consolidated EBITDA for the most recent four quarter period is less than 3.0 to 1.0 and (b) no default or event of default exists.

The Company incurred fees related to the amendment of the 5-Year Facility of $13 million, which were capitalized and will be amortized over the remaining term of the 5-Year 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 $65 million of outstanding letters of credit as of January 30, 2010 that reduce its remaining availability under its amended credit agreements. No commercial paper was outstanding as of January 30, 2010 or January 31, 2009.

Participating Interest Rate Swap Arrangements

In January 2008, the Company entered into participating interest rate swap arrangements designated as cash flow hedges 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 January 30, 2010, the remaining notional amount of the designated participating interest rate swap arrangements is $200 million, which aligns with the remaining outstanding principal balance on the Term Loan. For additional information, see Note 13, “Derivative Instruments.” Subsequent to January 30, 2010, the Company terminated the remaining portion of the participating interest rate swap arrangement totaling $200 million in conjunction with the remaining $200 million Term Loan prepayment. For additional information, see Note 13, “Derivative Instruments.”

Derivative Instruments

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Derivative Instruments

13. Derivative Instruments

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 and 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 January 30, 2010 and January 31, 2009:

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 2009 and 2008:


	Location	2009			2008
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	$	(60	)	$	81
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (a)	Other Income		57			(91	)

(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 Term Loan. 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.

The Company prepaid $392 million of the Term Loan with cash proceeds from the $500 million note issuance in June 2009. 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. The realized losses were recognized in Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet and are being 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 arrangements, the Company entered into a non-designated derivative instrument. For additional information, see the “Interest Rate Non-designated Derivative Instruments” section below.

In December 2009, the Company prepaid an additional $158 million of the Term Loan with cash on-hand. In conjunction with the Term Loan prepayment, the Company terminated an equal portion of the participating interest rate swap arrangements which resulted in realized losses of $8 million. These realized losses are expensed as there are no future cash flows associated with these terminated swap arrangements. These realized losses were recognized in Interest Expense on the 2009 Consolidated Statement of Income.

As of January 30, 2010, the remaining notional amount of the designated participating interest rate swap arrangements is $200 million, which aligns with the remaining outstanding principal balance on the Term Loan.

Subsequent to January 30, 2010, the Company prepaid the remaining $200 million of the Term Loan with cash on-hand. In conjunction with the Term Loan prepayment, the Company terminated the remaining portion of the participating interest rate swap arrangements totaling $200 million resulting in a realized loss of $10 million.

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 January 30, 2010 and January 31, 2009:

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 2009 and 2008:


	Location	2009			2008
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	$	(14	)	$	(16	)
Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Interest Expense (a)	Interest Expense		22			—

(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 these de-designated arrangements, 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 January 30, 2010:


	January 30, 2010
	(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.

Share-based Compensation

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Share-based Compensation

20. Share-based Compensation

Plan Summary

The shareholder approved Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (“2009 Restatement”) as amended provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance-based restricted stock, performance units and unrestricted shares. The Company grants stock options at a price equal to the fair market value of the stock on the date of grant. Stock options have a maximum term of ten years. Stock options generally vest ratably over 3-4 years. Restricted stock generally vests (the restrictions lapse) over a three year period.

The Limited Brands, Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors provides for an annual stock retainer for non-associate directors. The stock issued in conjunction with this plan has no restrictions.

Under the Company’s plans, approximately 102 million options, restricted and unrestricted shares have been authorized to be granted to employees and directors. Approximately 14 million options and shares were available for grant as of January 30, 2010.

Stock Options

The following table provides the Company’s stock option activity for the fiscal year ended January 30, 2010:


	Number of Shares		Weighted Average Option Price Per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Outstanding as of January 31, 2009	15,381		$	19.62
Granted	3,853			8.73
Exercised	(690	)		14.40
Cancelled	(3,514	)		18.84

Outstanding as of January 30, 2010	15,030		$	17.26	6.04	$	55,019

Vested and Expected to Vest as of January 30, 2010 (a)	13,922			17.68	5.83		46,578
Options Exercisable as of January 30, 2010	9,308			19.97	4.44		14,587

(a)	The number of options expected to vest includes an estimate of expected forfeitures.

Intrinsic value for stock options is the difference between the current market value of the Company’s stock and the option strike price. The total intrinsic value of options exercised was $3 million for 2009, $10 million for 2008 and $80 million for 2007.

The total fair value at grant date of option awards vested was $12 million for 2009, $13 million for 2008 and $23 million for 2007.

The Company’s total unrecognized compensation cost, net of estimated forfeitures, related to nonvested options was $7 million as of January 30, 2010. This cost is expected to be recognized over a weighted-average period of 2.0 years.

The weighted-average estimated fair value of stock options granted was $1.88 per share for 2009, $3.47 per share for 2008 and $6.97 per share for 2007.

Cash received from stock options exercised was $10 million for 2009, $31 million for 2008 and $74 million for 2007. Tax benefits realized from tax deductions associated with stock options exercised were $1 million for 2009, $5 million for 2008 and $30 million for 2007.

The Company uses the Black-Scholes option-pricing model for valuation of options granted to employees and directors. The Company’s determination of the fair value of options is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards and projected employee stock option exercise behaviors.

The following table contains the weighted-average assumptions used during 2009, 2008 and 2007:


	2009		2008		2007
Expected Volatility	45	%	29	%	32	%
Risk-free Interest Rate	1.4	%	2.5	%	4.5	%
Dividend Yield	6.8	%	3.4	%	3.0	%
Expected Life (in years)	3.8		5.2		5.3

The majority of the Company’s stock-based compensation awards are granted on an annual basis in the first quarter of each year. The expected volatility assumption is based on the Company’s analysis of historical volatility. The risk-free interest rate assumption is based upon the average daily closing rates during the period for U.S. treasury notes that have a life which approximates the expected life of the option. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts in relation to the stock price at the grant date. The expected life of employee stock options represents the weighted-average period the stock options are expected to remain outstanding.

Restricted Stock

The following table provides the Company’s restricted stock activity for the fiscal year ended January 30, 2010:


	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested as of January 31, 2009	6,213		$	17.60
Granted	4,586			7.33
Vested	(1,218	)		24.18
Cancelled	(199	)		14.04

Unvested as of January 30, 2010	9,382			12.03

The Company’s total intrinsic value of restricted stock vested was $14 million for 2009, $15 million for 2008 and $11 million for 2007.

The Company’s total fair value at grant date of awards vested was $29 million for 2009, $19 million for 2008 and $8 million for 2007. Fair value of restricted stock awards is based on the market value of an unrestricted share on the grant date adjusted for anticipated dividend yields.

As of January 30, 2010, there was $26 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted stock. That cost is expected to be recognized over a weighted-average period of 1.8 years.

Tax benefits realized from tax deductions associated with restricted stock vested were $4 million for 2009, $6 million for 2008 and $5 million for 2007.

Income Statement Impact

Total pre-tax share-based compensation expense recognized was $40 million for 2009, $35 million for 2008 and $44 million for 2007. The tax benefit associated with share-based compensation was $13 million for 2009, $11 million for 2008 and $14 million for 2007.

The following table provides share-based compensation expense included in the Consolidated Statements of Income for 2009, 2008 and 2007:


	2009		2008		2007
	(in millions)
Costs of Goods Sold, Buying and Occupancy	$	12	$	11	$	10
General, Administrative and Store Operating Expenses		28		24		34

Total Share-based Compensation Expense	$	40	$	35	$	44

In March 2010, the Company’s Board of Directors declared a special dividend of $1 per share. The special dividend will be distributed on April 19, 2010 to shareholders of record at the close of business on April 5, 2010. In accordance with the terms of the 2009 Restatement, the Company will adjust both the exercise price and the number of share-based awards outstanding as of the record date of the special dividend. As a result of this adjustment, both the aggregate intrinsic value and the ratio of the exercise price to the market price will be approximately equal immediately before and after the dividend record date. Since this adjustment will be made in accordance with the anti-dilutive provisions of the 2009 Restatement, no compensation expense will be recognized for this adjustment.

Segment Information

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Segment Information

21. Segment Information

Prior to the divestitures of Express and Limited Stores in the second quarter of 2007, the Company had three reportable segments: Victoria’s Secret, Bath & Body Works and Apparel. The Victoria’s Secret reportable segment consists of the Victoria’s Secret and La Senza operating segments which are aggregated in accordance with the authoritative guidance included in ASC 280, Segment Reporting.

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 49 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.

The Apparel segment sold women’s and men’s apparel through Express and Limited Stores. After the closing dates of the divestitures, the segment no longer exists. However, the Company retains a 25% ownership interest in Express and Limited Stores.

Other consists of the following:

•

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

•

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

•

Beauty Avenues, a personal care sourcing and production function 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 as of and for the fiscal years ended January 30, 2010, January 31, 2009 and February 2, 2008:


	Victoria’s Secret		Bath & Body Works		Apparel(a)		Other			Total
	(in millions)
January 30, 2010
Net Sales	$	5,307	$	2,383	$	—	$	942		$	8,632
Depreciation and Amortization		163		58		—		136			357
Operating Income (Loss)		579		358		—		(69	)		868
Total Assets		2,982		1,350		—		2,841			7,173
Capital Expenditures		114		24		—		64			202

January 31, 2009
Net Sales	$	5,604	$	2,374	$	—	$	1,065		$	9,043
Depreciation and Amortization		154		66		—		123			343
Operating Income (Loss)		405		215		—		(31	)		589
Total Assets		3,086		1,446		—		2,440			6,972
Capital Expenditures		279		92		—		108			479

February 2, 2008
Net Sales	$	5,607	$	2,494	$	870	$	1,163		$	10,134
Depreciation and Amortization		156		59		27		110			352
Operating Income (Loss) (b)		718		302		250		(160	)		1,110
Total Assets		3,365		1,456		—		2,616			7,437
Capital Expenditures		315		112		37		285			749

(a)	Results of Express and Limited Stores are included through July 6, 2007 and August 3, 2007, respectively, when the businesses were divested. Total assets for the Apparel segment as of February 2, 2008 are not included as the businesses were divested prior to that date.

(b)	Operating income for Apparel for the fiscal year ended February 2, 2008 includes the gain on divestiture of Express of $302 million and the loss on divestiture of Limited Stores of $72 million.

The Company’s international sales, including La Senza, Bath & Body Works Canada, Victoria’s Secret Pink Canada and direct sales shipped internationally totaled $638 million in 2009, $655 million in 2008 and $611 million in 2007. The Company’s internationally based long-lived assets were $407 million as of January 30, 2010 and $364 million as of January 31, 2009.

Supplemental Guarantor Financial Information

12 Months Ended

Jan. 30, 2010

Statement [Line Items]

Supplemental Guarantor Financial Information

24. Supplemental Guarantor Financial Information

The Company’s 8.50% notes due in June 2019 are 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 the Company’s domestic subsidiaries, (b) more than 90% of the assets owned by the Company’s 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 the Company’s domestic subsidiaries.

The following supplemental financial information sets forth for the Company and its guarantor and non-guarantor subsidiaries: the Condensed Consolidating Balance Sheets as of January 30, 2010 and January 31, 2009 and the Condensed Consolidating Statements of Income and Cash Flows for the years ended January 30, 2010, January 31, 2009 and February 2, 2008.

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)


	January 30, 2010
	Limited Brands, Inc.			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	1,441	$	363		$	—		$	1,804
Accounts Receivable, Net		—			191		28			—			219
Inventories		—			883		154			—			1,037
Deferred Income Taxes		—			34		(4	)		—			30
Other		—			107		54			(1	)		160

Total Current Assets		—			2,656		595			(1	)		3,250
Property and Equipment, Net		—			1,049		674			—			1,723
Goodwill		—			1,318		124			—			1,442
Trade Names and Other Intangible Assets, Net		—			420		174			—			594
Net Investments in and Advances to/from Consolidated Affiliates		12,746			11,997		6,511			(31,254	)		—
Other Assets		38			60		771			(705	)		164

Total Assets	$	12,784		$	17,500	$	8,849		$	(31,960	)	$	7,173

LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	—		$	309	$	179		$	—		$	488
Accrued Expenses and Other		30			389		274			—			693
Income Taxes		4			121		16			—			141

Total Current Liabilities		34			819		469			—			1,322
Deferred Income Taxes		(9	)		30		192			—			213
Long-term Debt		2,723			608		81			(689	)		2,723
Other Long-term Liabilities		25			551		170			(15	)		731
Total Equity		10,011			15,492		7,937			(31,256	)		2,184

Total Liabilities and Equity	$	12,784		$	17,500	$	8,849		$	(31,960	)	$	7,173

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(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
Deferred Income Taxes		—			61		16		—			77
Other		—			128		72		(1	)		199

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.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

(in millions)


	2009
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	8,205		$	2,314		$	(1,887	)	$	8,632
Costs of Goods Sold, Buying and Occupancy		—			(5,445	)		(1,907	)		1,748			(5,604	)

Gross Profit		—			2,760			407			(139	)		3,028
General, Administrative and Store Operating Expenses		(2	)		(2,043	)		(262	)		141			(2,166	)
Impairment of Goodwill and Other Intangible Assets		—			—			(3	)		—			(3	)
Net Gain (Loss) on Joint Ventures		9			—			—			—			9

Operating Income (Loss)		7			717			142			2			868
Interest Expense		(234	)		—			(13	)		10			(237	)
Interest Income		—			12			—			(10	)		2
Other Income (Expense)		—			—			16			1			17

Income (Loss) Before Income Taxes		(227	)		729			145			3			650
Provision (Benefit) for Income Taxes		—			221			(19	)		—			202
Equity in Earnings, Net of Tax		675			612			221			(1,508	)		—

Net Income (Loss)		448			1,120			385			(1,505	)		448

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

Net Income (Loss) Attributable to Limited Brands, Inc.	$	448		$	1,120		$	385		$	(1,505	)	$	448


	2008
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	8,588		$	2,396		$	(1,941	)	$	9,043
Costs of Goods Sold, Buying and Occupancy		—			(5,924	)		(1,959	)		1,846			(6,037	)

Gross Profit		—			2,664			437			(95	)		3,006
General, Administrative and Store Operating Expenses		(13	)		(2,093	)		(304	)		99			(2,311	)
Impairment of Goodwill and Other Intangible Assets		—			—			(215	)		—			(215	)
Net Gain (Loss) on Joint Ventures		(9	)		(1	)		119			—			109

Operating Income (Loss)		(22	)		570			37			4			589
Interest Expense		(176	)		(1	)		(16	)		12			(181	)
Interest Income		—			27			3			(12	)		18
Other Income (Expense)		—			(1	)		24			—			23

Income (Loss) Before Income Taxes		(198	)		595			48			4			449
Provision (Benefit) for Income Taxes		(1	)		54			180			—			233
Equity in Earnings, Net of Tax		417			544			309			(1,270	)		—

Net Income (Loss)		220			1,085			177			(1,266	)		216

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

Net Income (Loss) Attributable to Limited Brands, Inc.	$	220		$	1,085		$	181		$	(1,266	)	$	220

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)


	2007
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	9,096		$	3,306		$	(2,268	)	$	10,134
Costs of Goods Sold, Buying and Occupancy		—			(6,146	)		(2,669	)		2,190			(6,625	)

Gross Profit		—			2,950			637			(78	)		3,509
General, Administrative and Store Operating Expenses		(9	)		(2,112	)		(564	)		69			(2,616	)
Impairment of Goodwill and Other Intangible Assets		—			—			(13	)		—			(13	)
Gain (Loss) on Divestiture of Express		(6	)		—			308			—			302
Loss on Divestiture of Limited Stores		(9	)		—			(63	)		—			(72	)

Operating Income (Loss)		(24	)		838			305			(9	)		1,110
Interest Expense		(144	)		—			(16	)		11			(149	)
Interest Income		—			25			4			(11	)		18
Other Income (Expense)		15			2			112			(1	)		128

Income (Loss) Before Income Taxes		(153	)		865			405			(10	)		1,107
Provision (Benefit) for Income Taxes		(2	)		144			269			—			411
Equity in Earnings, Net of Tax		869			896			473			(2,238	)		—

Net Income (Loss)		718			1,617			609			(2,248	)		696

Less: Net Income (Loss) Attributable to Noncontrolling Interest		—			—			(22	)		—			(22	)

Net Income (Loss) Attributable to Limited Brands, Inc.	$	718		$	1,617		$	631		$	(2,248	)	$	718

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)


	2009
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(279	)	$	1,004		$	449		$	—		$	1,174

Investing Activities:
Capital Expenditures		—			(120	)		(82	)		—			(202	)
Net Proceeds from the Divestiture of Joint Venture		—			—			9			—			9
Proceeds from Sale of Assets		—			—			32			—			32
Net Investments in Consolidated Affiliates		—			—			(29	)		29			—
Other Investing Activities		(3	)		—			2			—			(1	)

Net Cash Provided by (Used for) Investing Activities		(3	)		(120	)		(68	)		29			(162	)

Financing Activities:
Proceeds from Long-term Debt, Net of Discount and Issuance Costs		473			—			—			—			473
Payments of Long-term Debt		(656	)		—			—			—			(656	)
Financing Costs Related to the Amendment of 5-Year Facility and Term Loan		(19	)		—			—			—			(19	)
Dividends Paid		(193	)		—			—			—			(193	)
Net Financing Activities and Advances to/from Consolidated Affiliates		669			(381	)		(259	)		(29	)		—
Proceeds From Exercise of Stock Options and Other		8			—			—			—			8

Net Cash Provided by (Used for) Financing Activities		282			(381	)		(259	)		(29	)		(387	)

Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			6			—			6
Net Increase (Decrease) in Cash and Cash Equivalents		—			503			128			—			631
Cash and Cash Equivalents, Beginning of Period		—			938			235			—			1,173

Cash and Cash Equivalents, End of Period	$	—		$	1,441		$	363		$	—		$	1,804

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)


	2008
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(174	)	$	990		$	138		$	—		$	954

Investing Activities:
Capital Expenditures		—			(366	)		(113	)		—			(479	)
Net Proceeds from the Divestiture of Joint Venture		—			—			159			—			159
Return of Capital from Express		—			—			95			—			95
Net Investments in Consolidated Affiliates		—			(30	)		(35	)		65			—
Other Investing Activities		—			(5	)		(10	)		—			(15	)

Net Cash Provided by (Used for) Investing Activities		—			(401	)		96			65			(240	)

Financing Activities:
Payments of Long-term Debt		—			—			(15	)		—			(15	)
Dividends Paid		(201	)		—			—			—			(201	)
Repurchase of Common Stock		(379	)		—			—			—			(379	)
Excess Tax Benefits from Share-based Compensation		—			1			1			—			2
Net Financing Activities and Advances to/from Consolidated Affiliates		724			(554	)		(105	)		(65	)		—
Proceeds From Exercise of Stock Options and Other		30			—			1			—			31

Net Cash Provided by (Used for) Financing Activities		174			(553	)		(118	)		(65	)		(562	)

Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			3			—			3
Net Increase (Decrease) in Cash and Cash Equivalents		—			36			119			—			155
Cash and Cash Equivalents, Beginning of Period		—			902			116			—			1,018

Cash and Cash Equivalents, End of Period	$	—		$	938		$	235		$	—		$	1,173

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)


	2007
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(129	)	$	922		$	(28	)	$	—		$	765

Investing Activities:
Capital Expenditures		—			(473	)		(276	)		—			(749	)
Net Proceeds from the Divestiture of Express		—			—			547			—			547
Proceeds from the Distribution from Easton Town Center, LLC		—			—			102			—			102
Proceeds from Sale of Assets		—			—			97			—			97
Net Investments in Consolidated Affiliates		—			17			1,930			(1,947	)		—
Other Investing Activities		—			—			33			—			33

Net Cash Provided by (Used for) Investing Activities		—			(456	)		2,433			(1,947	)		30

Financing Activities:
Proceeds from Long-term Debt, Net of Discount and Issuance Costs		1,247			—			—			—			1,247
Payments of Long-term Debt		—			—			(7	)		—			(7	)
Dividends Paid		(227	)		—			—			—			(227	)
Repurchase of Common Stock		(1,402	)		—			—			—			(1,402	)
Excess Tax Benefits from Share-based Compensation		—			23			5			—			28
Net Financing Activities and Advances to/from Consolidated Affiliates		436			112			(2,495	)		1,947			—
Proceeds From Exercise of Stock Options and Other		75			—			7			—			82

Net Cash Provided by (Used for) Financing Activities		129			135			(2,490	)		1,947			(279	)

Effects of Exchange Rate Changes on Cash and Cash Equivalents		—			—			2			—			2
Net Increase (Decrease) in Cash and Cash Equivalents		—			601			(83	)		—			518
Cash and Cash Equivalents, Beginning of Period		—			301			199			—			500

Cash and Cash Equivalents, End of Period	$	—		$	902		$	116		$	—		$	1,018

Entity Information - USD ($)	12 Months Ended
Entity Information - USD ($)	Jan. 30, 2010	Mar. 19, 2010	Aug. 01, 2009
Statement [Line Items]
Trading Symbol	LTD
Entity Registrant Name	LIMITED BRANDS INC
Entity Central Index Key	0000701985
Current Fiscal Year End Date	--01-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		323,296,784
Entity Public Float			$ 3,450,695,967

Statement Of Financial Position Classified (Parenthetical) - $ / shares shares in Millions	Jan. 30, 2010	Jan. 31, 2009
Statement [Line Items]
Preferred Stock, par value	$ 1.00	$ 1.00
Preferred Stock, shares authorized	10	10
Preferred Stock, issued	0	0
Common Stock, par value	$ 0.50	$ 0.50
Common Stock, shares authorized	1,000	1,000
Common Stock, shares issued	323	524
Common Stock, shares outstanding	323	321
Treasury Stock, shares	0	203

Divestitures	12 Months Ended
Divestitures	Jan. 30, 2010
Statement [Line Items]
Divestitures	4. Divestitures Joint Venture 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 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. Express On July 6, 2007, the Company completed the divestiture of 75% of its ownership interest in Express to affiliates of Golden Gate Capital for pre-tax net cash proceeds of $547 million. The Company recorded a pre-tax gain on the divestiture of $302 million. For additional information, see Note 9, “Equity Investments and Other.” Limited Stores On August 3, 2007, the Company completed the divestiture of 75% of its ownership interest in Limited Stores to affiliates of Sun Capital. As part of the agreement, Sun Capital contributed $50 million of equity capital into the business and arranged a $75 million credit facility. The Company recorded a pre-tax loss on the divestiture of $72 million. For additional information, see Note 9, “Equity Investments and Other.”

Restructuring Activities	12 Months Ended
Restructuring Activities	Jan. 30, 2010
Statement [Line Items]
Restructuring Activities	5. Restructuring Activities *2008* 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. These costs are included in General, Administrative and Store Operating Expenses on the 2008 Consolidated Statement of Income. The Company made cash payments of $15 million in 2009 related to this restructuring program. In addition, the liability was further reduced by $2 million in 2009 related to changes in estimates. The remaining balance of $6 million is included in Accrued Expenses and Other on the Consolidated Balance Sheet as of January 30, 2010. *2007* In 2007, the Company completed a restructuring program designed to resize the Company’s corporate infrastructure and to adjust for the impact of the Apparel divestitures. This program resulted in the elimination of approximately 500 positions (or 10%) of the Company’s corporate and home office headcount through position eliminations and transfers to Express and Limited Stores. The Company recognized pre-tax charges consisting primarily of severance and related costs of $34 million for the fiscal year ended February 2, 2008. These costs are included in General, Administrative and Store Operating Expenses on the 2007 Consolidated Statement of Income. The Company also recognized $25 million in gains related to the sale of corporate aircraft. These gains are included in General, Administrative and Store Operating Expenses on the 2007 Consolidated Statement of Income.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Jan. 30, 2010
Statement [Line Items]
Commitments and Contingencies	17. 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 $135 million related to lease payments of Express, Limited Stores, Abercrombie & Fitch, 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 November 1, 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 $6 million as of January 30, 2010 and $19 million as of January 31, 2009. The Company’s guarantees related to Express, Limited Stores and New York & Company require fair value accounting in accordance with U.S. GAAP in effect at the time of these divestitures. The guaranteed lease payments related to Express (net of the irrevocable standby letter of credit), Limited Stores and New York & Company totaled $84 million as of January 30, 2010 and $94 million as of January 31, 2009. The estimated fair value of these guarantee obligations was $9 million as of January 30, 2010 and $15 million as of January 31, 2009, and is included in Other Long-term Liabilities on the Consolidated Balance Sheets. The Company’s guarantees related to Abercrombie & Fitch, 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 based on U.S. GAAP in effect at the time of these divestitures. As of January 30, 2010 and January 31, 2009, 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.

Document Information	12 Months Ended
Document Information	Jan. 30, 2010
Statement [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2010

Subsequent Events	12 Months Ended
Subsequent Events	Jan. 30, 2010
Statement [Line Items]
Subsequent Events	22. Subsequent Events In February 2010, Limited Stores distributed a cash dividend to its owners and the Company received $7 million. For additional information, see Note 9, “Equity Investments and Other.” In March 2010, the Company prepaid the remaining $200 million of the Term Loan due in 2012. In conjunction with the Term Loan prepayment, the Company terminated the remaining portion of the participating interest rate swap arrangement totaling $200 million. The Company also amended its 5-Year Facility by reducing the credit available from $1 billion to $927 million as well as extending the term through August 2014 on $800 million of the $927 million. For additional information, see Note 12, “Long-term Debt” and Note 13, “Derivative Instruments.” In March 2010, Express distributed a cash dividend to its owners and the Company received $57 million. For additional information, see Note 9, “Equity Investments and Other.” In March 2010, the Company’s Board of Directors declared a special dividend of $1 per share. In addition, the Company’s Board of Directors authorized a share repurchase program of $200 million and cancelled the Company’s previous $250 million share repurchase program, which had $31 million remaining. For additional information, see Note 19, “Shareholders’ Equity” and Note 20, “Share-based Compensation.”