Martyn Redgrave – EVP & CAO Stuart Burgdoefer – EVP & CFO Sharon Turney – CEO Victoria’s Secret Diane Neil – CEO Bath & Body Works Amy Preston – VP IR

Brian Tunick - JPMorgan Tom Filandro - Susquehanna International Group Michelle Clark - Morgan Stanley Todd Slater - Lazard Capital Markets Paul LeJuez - Credit Suisse Kimberly Greenberger - Citigroup Investment Research Lorraine Hutchinson – Bank of America - Merrll Lynch Stacey Pak - SP Research John Morris - BMO Capital Markets Laura Champine - Cowen and Company Monty Shapiro – The Retail Tracker Richard Jaffe - Stifel Nicolaus Michelle Tan – Goldman Sachs Kim Galle – Pioneer Research Fund Jennifer Black - Black & Associates

At this time, I'd like to welcome everyone to the Limited Brands third quarter earnings call. (Operator Instructions) I'd now like to turn the call over to Amy Preston, Vice President, Investor Relations.

Good morning everyone, and welcome to the Limited Brands third quarter earnings conference call for the period ending Saturday, October 31, 2009. As a matter of formality, I need to remind you that any forward-looking statements we may make today are subject to our safe harbor statement found in our SEC filings. Our third quarter earnings release and related financial information are available on our website, www.limitedbrands.com. This call is being taped and can be replayed by dialing 1-866-News-LTD. You can also listen to an audio replay from our website. Martyn Redgrave, EVP and Chief Administrative Officer; Stuart Burgdoefer, EVP and Chief Financial Officer; Sharon Turney, CEO, Victoria's Secret; and Diane Neil, CEO, Bath & Body Works, are all joining us today. Stuart is in a different location then the rest of us. After our prepared comments we will be available to take your questions for as long as time permits. So that we can speak with as many of you as possible, please limit yourself to one question. Thanks and now I'll turn the call over to Martyn Redgrave.

Thanks Amy and good morning everyone. Although the third quarter as you all know is not a significant quarter to us from a profitability perspective, we are pleased with the progress that we made in each of our businesses versus spring, which overall enabled us to exceed our initial earnings guidance and increase operating income by $17.7 million or 43% over last year. Now coming into the fourth quarter and the all important holiday season, the environment remains challenging and uncertain. So we’re focused on what we can control. With this in mind we continue to plan conservatively and we are well positioned to deliver the best holiday possible as a result of our disciplined management of inventory of expenses. Additionally our technology systems and the Victoria’s Secret direct distribution center are all performing well. In light of this perspective we have raised our full year earnings guidance to reflect our third quarter beat and a slightly improved view of fourth quarter opportunities. Stuart will of course provide more details on that in just a minute. As we discussed in detail at our recent investor update meeting in Columbus, we continue to be focused on maximizing sales and profitability with an overriding emphasis on speed and execution. Our product assortments are compelling and include a significant number of new items for holiday. Now before I turn it over to Stuart I’d like to provide you with an update on our international activities. At our investor update meeting Martin Waters outlined our six point management agenda for pursuing growth outside the United States, the first three of which we are actively engaged in, and I’m going to focus my remarks on those first three this morning. First is the effort to rebuild the profitability of the La Senza business both in its home market in Canada and internationally. In the third quarter La Senza’s comps were down 3% in the core lingerie business. Total La Senza comps which includes La Senza Girl were down 6%. The gross margin rate increased significantly primarily driven by favorable foreign currency impacts compared to last year. As we have mentioned previously La Senza purchases its merchandise in US dollars. Despite the negative comp SG&A expense leveraged and overall operating income dollars and the operating income rate increased significantly. Now going forward we are very focused on improving the assortment, store operations and profitability of the core La Senza retail business in Canada. We also expect that these improvements will strengthen the performance of the La Senza international business. The first step was bringing in new leadership for the business and as you know Joanne Nemeroff, a very experienced Canadian retailer took over as President in April. We also appointed a team of functional experts from Limited Brands to work with her counter parts at La Senza. Now Joanne and her team are testing changes in marketing and store layout as well as a more focused assortment. These test stores have shown very encouraging results. Additionally we have made the decision to close the La Senza Girl free standing stores. La Senza Girl has had a negative impact on La Senza’s overall financial performance and is not aligned with our overall strategic focus on lingerie and personal care and beauty. We’re in the process of converting or closing the remaining 42 La Senza Girl stores and we will incur the costs associated with this activity in the fourth quarter, which we currently estimate will be about a $0.01 to $0.02 per share expense and that expense is included in our current guidance. So we are clearly engaged in a strategy to turn this business around and we are confident that we will see improvement in Canada and this in turn will lead to a healthier business model for our partners around the world. The second point on our international agenda is the expansion of our other businesses into Canada. This effort is well underway at BBW, where we will have 31 stores open by the end of November in Canada and we’re planning to open approximately 30 to 40 more in 2010. These stores are delivering sales volumes about two and a half times the US average which is very encouraging. We also opened four Pink stores in Canada in the last few weeks and we are encouraged by the initial results. And finally we will open our first Canada Victoria’s Secret flagship store and a couple of other additional flagship stores in the spring of next year. As Martin Waters mentioned last month we believe we have an opportunity for an incremental $1 billion in sales in Canada over time. Now the third point on our agenda is the rollout of our travel retail concept. As you may remember these are the small Victoria’s Secret stores focused on beauty and Victoria’s Secret branded accessories. The stores are approximately 1,000 square foot in size and are operated by partners under a wholesale model. They’re principally located in airports and tourist destinations. At the time of the update meeting we had four stores open in Brazil, Argentina, JFK and Dubai and since that time we’ve opened in Barbados and Mexico opens this week. These stores continue to deliver incredible early results with sales productivity levels in the thousands per square foot. We think this business model represents a significant growth opportunity and a great way to market our brand to a sophisticated customer base around the world. Now we also have three additional pathways to market for international growth where we’re actually more in the thinking stage currently so I’m not going to spend any more time on those initiatives this morning. So in summary, we are aggressively building our existing base of profitable sales outside the United States. With our expansion plans in Canada and the early success we are seeing in other initiatives, we believe we are just beginning to exploit the full potential of our brands in this international space. Thanks and I’ll now turn it over to Stuart.

Thanks Martyn, and good morning everyone. Turning to our third quarter performance, our adjusted earnings per share were $0.02 per share versus $0.01 last year. Our reported 2009 result was $0.05 per share including an income tax benefit of $0.03 primarily due to the resolution of certain tax matters. All results discussed on this call exclude this income tax benefit. As Martyn mentioned our third quarter result exceeded our August guidance for a loss between $0.07 and $0.12 per share. The upside was primarily driven by a better comp and merchandise margin result versus expectations particularly at Bath & Body Works. To take you through the third quarter results in more detail, net sales were $1.777 billion versus $1.842 billion last year and comps were down 2%. The gross margin rate increased 20 basis points to 31.7% driven by a merchandise margin rate improvement that was partially offset by buying and occupancy expense deleverage. Adjusting for the effect of Mast, our merchandise margin rate would have been roughly flat. SG&A dollars declined by $35.2 million or 7% and the SG&A rate improved by 90 basis points primarily driven by our expense reduction efforts and a reduction in marketing. Total operating income increased $17.7 million or 43% to $58.9 million. By segment, the Victoria’s Secret segment decreased by $20.9 million to $53.9 million. Bath & Body Works increased by $44.5 million to $15.5 million and the other segment operating loss increased by $5.9 million to $10.6 million. Total non-operating expenses increased by $9.5 million or $0.02 a share driven by incremental interest expense that was partially offset by the recognition of our 25% interest in Express’ third quarter net income. Retail inventories per foot at cost ended the quarter down 10% versus last year and down 20% on a two-year basis, which was somewhat lower then our previous view. Capital expenditures in the third quarter were $63 million versus $133 million last year and depreciation and amortization was $88 million. Turning to the fourth quarter we are forecasting earnings per share between $0.71 and $0.86. This forecast reflects a comp decline in the low to mid single-digit range. The spread between comp sales and total sales will be different in Q4 versus recent quarters reflecting a much smaller decline in Mast external sales, VS direct, and sales growth in Canada. We expect total Q4 sales to range from roughly flat to down low single-digits. We anticipate that the gross margin rate will be up significantly to last year primarily driven by improvements in the merchandise margin rate in all of our significant businesses. We expect that SG&A dollars will be about flat to last year as we begin to lap cost initiatives from the previous year and have planned for some incentive compensation this year versus basically none last year. Before any discrete items our tax rate will be approximately 38% and weighted average shares will approximate 330 million in the fourth quarter. We expect to end the fourth quarter with inventory per square foot down in the mid single-digit range. For the full year we anticipate a comp decline in the mid single-digits. We expect a sales decline at Victoria’s Secret direct of roughly 10% and a sales decline at Mast of roughly 20%. Full gross margins will be up slightly to last year driven by an improvement in the merchandise margin rate partially offset by buying and occupancy deleverage. With respect to expenses, as we said on our last call we are focused on a number of initiatives to reduce costs in areas including home office, non merchandise spending, marketing, and other discretionary costs. We remain on track to deliver $175 million in cost savings this year. We expect the full year SG&A expense rate to be roughly flat to last year despite the negative comp. So assuming all of these inputs we expect adjusted earnings per share for the full year to be between $0.93 and $1.08 per share. This compares to our August guidance of $0.75 to $0.90 per share. The increase in our estimate reflects the third quarter be and a better profit outcome in the fourth quarter driven by a slightly improved view of comps given our third quarter performance. We continue to aggressively manage capital expenditures. We are projecting 2009 CapEx at about $225 million, down from $479 million in 2008 and $749 million in 2007. Turning to liquidity, at our update meeting last month we increased our free cash flow projection for 2009 to between $500 and $600 million and we expect to end the year with about $1.5 billion in cash. Our free cash flow and cash position along with the additional availability under our $1 billion revolving credit facility result in very strong liquidity which is more then sufficient to fund our working capital, capital expenditures, dividends, and any other foreseeable needs. Thanks, and now I’ll turn the discussion over to Sharon.

Thank you Stuart and good morning everyone. I’d like to talk about three things today. First I will review our key insights from third quarter, second, I’ll review third quarter results and third, I’ll spend a few moments talking about the fourth quarter and holiday. Let’s begin with the third quarter; in the third quarter we continued to manage inventory and expenses conservatively. Third quarter comps met our expectations and we saw trends improve from spring. I believe some of that improvement is a result of applying what we learned last season. You may remember that I shared during our last call that the Victoria’s Secret management team was committed to improving three areas in the third quarter; bra launch support, improved assortment with bright colors, and better balance across good, better, best price points. Looking back I am pleased by improvements in all three areas. First we are supporting bra launches with a more robust inventory position. As a result the launch of the new Body by Victoria collection in August was one of our best ever in terms of both newness and dollars over the launch period. Second, in late September we began landing better fashion in much bolder, brighter colors including across many of our best price points. Finally we have worked to create more balance in our good, better, best pricing by introducing new products at opening price points. We launched the Pink, Where Everywhere bra at two for $32, and a new T-shirt bra collection at $29.50 through September; both have been strong performers. I am encouraged by our progress but I also remain focused on improving both top line and margin dollars in the fourth quarter. Let me now walk through the third quarters for the segment and by channel, sales in the third quarter for our total segment which includes La Senza decreased 3% to $1.07 billion. Comp store sales were down four, total operating income decreased $20.9 million to $63.9 million. Turning to performance by channel, Victoria’s Secret store comps declined by 4% and total sales were flat to last year at $730.2 million. Total bra sales including Pink were up low single-digits to last year, panties were down low single-digits to last year, beauty sales were flat driven by both new launches and the strength of the core offerings. Our merchandise margin rate declined in the quarter as we used some targeted promotions in August and September to drive traffic and manage inventory. In October when we returned to less promotional activity our merchandise margin rate improved significantly over the prior two months. Buying and occupancy expense was essentially flat but de levered on the negative 4% comps. Despite the negative comp results we levered SG&A expenses as a result of our focus on expense. Operating income dollars and rate of Victoria’s Secret stores were both down to last year. Now for Victoria’s Secret direct, direct sales declined 8% from $269 million to $249 million. Demand for intimate apparel was up low single-digits, offset by declining clothing which continues to be softer then we would like. Margin was slightly favorable to last year driven by lower cost of good, partially offset by increase in promotional offers versus last year. Buying and occupancy costs were basically flat, but deleveraged on the sales decline. Operating income dollars and rates were both down to last year. Let’s move now to the fourth quarter, I want to talk about Q4 in terms of preparation, financial discipline, newness, and speed across both our channels. First and foremost we are prepared. We have turned customer hindsight from last holiday and this spring into insight that will drive sales. We believe those insights have led to a fashion right assortment; we are planning to be less promotional in the fourth quarter. Obviously that may negatively effect comps but because of the strength of the assortment overall I expect we will improve profitability. But we also have several contingency promotions that we can execute very quickly should we decide we need them. In terms of marketing we have a strong [black body] plan and a fashion show will air on December 1, is being supported by an online runway model search that is generating national attention and viewership. The Black Eyed Peas will be the musical entertainment which we expect will increase tune in as well. Inventory and expenses are well controlled. Inventories are clean and aligned with sales expectations. We have been steadily taking costs out of the business and we will continue to find ways to operate more efficiently. We are bringing a tremendous amount of newness into the assortment. That includes a website update on 12/4 and an all new floor set we added to holiday which is landing in stores on 12/15. By category we feel we have a very strong product offering. In bras the Miraculous launch has been a success and we expect that momentum to continue through December. In panties we have newness in the lacy and cotton collections. Early selling in casual sleepwear is very encouraging, but that has been somewhat offset by slower selling in glamour. We’ve been pleased with the beauty. Recent trends are positive and we believe that momentum will continue in holiday. We have added newness throughout the beauty assortment. In the core offerings we have seasonal newness in the form of holiday [gardens]. We also have new fragrances including Heavenly Enchanted, Velvet, and Love Rocks. We are well positioned in the Pink assortment with Blings, Hoodies and Fleece; all the things that the Pink girl has told us she wants more of. We continue to make progress in Pink bras which we expect will be well received this season. Also because our Collegiate Collection was highly giftable last holiday we’ve expanded the assortment into about 300 more stores and added 30 more schools. Finally in apparel and direct, we are excited about the fashion newness in sweaters, active wear, dresses, and denim; categories where we have seen a positive trend. So I believe we are prepared, well positioned, and have abundant newness in the assortment. And all of that will continue to be enabled by improvements in speed and agility. To close we have planned conservatively, we feel positive about the assortment and are cautiously optimistic about performance in the fourth quarter. Thank you and now I’ll turn it over to Diane.

Thank you Sharon and good morning, at Bath & Body Works we are encouraged by the results of the third quarter but recognize that we continue to operate in a difficult retail environment. We have continued to focus on our three key categories, our Signature Collection products, the internet business, and our home fragrance assortment, which all continue to deliver improved results versus last year. Signature Collection had two fragrance launches in the third quarter. PS I Love You which met our expectations, and we are very encouraged by the performance of Twilight Woods, which launched at the end of the third quarter. The internet business posted gains over last year driven by growth in both our soap and PocketBac hand sanitizer categories. Hand sanitizer sales improved with the growing concerns over H1N1 outbreaks and our product is differentiated by a broad assortment of fragrances. Our home fragrance sales were up to last year driven by strong candle and diffuser performance along with the successful launch of the new Scentbug which is a passive oil diffuser. Our conversion was up significantly to last year helping to partially offset traffic declines. Additionally the retail environment continues to be heavily promotional and our customers are increasingly responsive to our promotional vehicles. So with that backdrop let me take you through the financial results for the quarter. Bath & Body Works third quarter comps were up 2%. Total sales for the quarter were $439 million, up 3% or $15 million versus last year. For the quarter our operating income was $16 million, which was up $45 million to the third quarter of last year. This was our first profitable third quarter since 2002. Operating income was driven by the positive sales comp, improvements in merchandise margin rate and expense decreases in buying and occupancy and SG&A. Both buying and occupancy and SG&A expense leveraged significantly in the third quarter. Gross margin rate was up significantly versus last year due to the significant increase in merchandise margin rate which is up to last year driven by our cost reduction efforts and better inventory management. This impact was partially offset by promotional activity that was used to drive traffic. Although circulation of our direct mail promotional activity was flat to last year we saw an increase in the number of people redeeming the promotions. The active management of inventory allowed us to finish the quarter with inventory levels down to last year. This is our tenth consecutive quarter with inventories down year over year while our in stock positions continue to improve. The Bath & Body Works direct channel continues to have strong growth as well. We continue to view the direct channel as both a revenue generator and marketing vehicle for our brand and collection of sub brands. I now want to give you a preview of what our customers can expect in the fourth quarter and beyond. At the beginning of the fourth quarter we started our more traditional holiday theme with front of shop focus on our holiday gift, home fragrance, and toiletry collections. Throughout the November and December holiday themes, the shop will be focused on compelling core products, great seasonal gifts, and animated windows that bring an element of fun and whimsy to the shop. The holiday themes have [inaudible] throughout including our Twilight Woods, the newest Signature Collection fragrance will be featured throughout the shop, new fragrances in our Holiday Traditions Collection, including Vanilla Fig and Pear Vanilla. The relaunch of the Holiday Temptations Collection which was based on our past success with new fragrances, Nutcracker Suite, I Love Liquorice, Spice Gingersnap, and return of the popular Twisted Peppermint. In home fragrance we have our new holiday figural candles, and our new scent, Fireside. In mid January we will be restaging our anti bac product line. The restage will include all new soap formulas and our gel, foaming, and moisturizing forms as well as new formulas in hand sanitizers. We are updating our iconic diamond bottle shape and adding new graphics that are consistent with the restaged Signature Collection product line. In addition to our focus on holiday and the anti bac restage, our other priorities remain, maintaining focus and growth strategies around Signature Collection, home fragrance and anti bacs, continuing to manage our expense and inventory levels, and also executing a successful semi annual sale. We are optimistic about our holiday assortment and the visual appeal of our stores. However traffic across the fleet continues to be down to last year. As a result we have a cautious outlook on the fourth quarter. Despite the softness in consumer spending, I want to reiterate that we will continue to drive results by offering newness, responding to the business trends, and testing new products and promotional strategies to drive traffic and gain share. And with that I’ll turn the discussion back over to Amy.

Thanks Diane, that concludes our prepared comments and at this time we’d be happy to take any questions you might have.

(Operator Instructions) Your first question comes from the line of Brian Tunick - JPMorgan Brian Tunick - JPMorgan: As we think about the restage you just talked about on the anti bac and we compare that to the restage of Signature which obviously has very negative margin implications, can you maybe talk about what the company is going to do for this new restage that’s not going to have such an impact on the gross margins this time.

Well first of all the Signature restage didn’t impact margins all that negatively— Brian Tunick - JPMorgan: We meant on the clearance side, when you were clearing out the old product.

The margins are still pretty high on that product that when we cleared the Signature and the anti bac category we have based on the success that we have on this category through holiday, we’re going to be entering the semi annual sales with a lot less inventory in anti bac then we did in the Signature Collection. And I feel very confident that we’re going to move through this is a very profitable way.

Your next question comes from the line of Tom Filandro - Susquehanna International Group Tom Filandro - Susquehanna International Group: I’m going to ask this question, I don’t know if I’ll get a definitive answer, but we are hearing from many out there that its been challenging last half of October, early November, I was wondering if you could give us a sense of what you’re seeing and then also maybe you can give us a better understanding on how we should think about modeling that billion dollars of incremental volume coming out of the international extensions. And by the way, great quarter and a great call this morning.

We’re not commenting on any November trends on the call today due to the significance really of the Thanksgiving Day weekend to November results, but I’m glad you had that other question there for Martyn.

And the only thing I’d add is to reiterate what we did say and in my remarks which is the environment remains challenging and uncertain and I’d characterize it as fluctuating but I agree with Amy that with what we call Pink Friday coming up next week, we want to make sure that we stick to the guns on not providing more information at this stage. In terms of the international business when I was commenting on the billion dollars was mainly talking about Canada, therefore I was mainly talking about company owned operations of our La Senza, BBW, now Pink, and with VS flagships coming next year. So I would model that if I was to answer your question in terms of the billion dollars, as a company owned store based operation kind of P&L. Beyond that this travel retail concept that we’re testing and seeing very great early results on is a wholesaling model which has a different revenue to operating income kind of profitability characteristic. We’re recording the wholesale revenues on sale to the partners and then recording profit on that. So that’s the way I would think about it but the billion dollars was specifically for Canada, company own ops.

Your next question comes from the line of Michelle Clark - Morgan Stanley Michelle Clark - Morgan Stanley: We were just wondering for the mid point of the comp store sales guidance for fourth quarter implies about a 250 basis point deceleration to your comp trends, why is it a little more negative, your outlook.

We looked at it a number of ways, as you would expect us to and the thing that I would add to kind of the obvious is we have also looked at sequential builds and what I mean by that is the relationship between Q4 sales, Q3 sales and other kind of prior periods on a sequential basis. And when we look at it in that way what we’ve seen is a pattern over a number of years that the fourth quarter is becoming less significant in relation to the third quarter so we’ve not only looked at it on a multiyear comp basis, but also on a build basis and particularly when we look at it sequentially, that’s really, has influenced where we ended up on our comp view.

Your next question comes from the line of Todd Slater - Lazard Capital Markets Todd Slater - Lazard Capital Markets: Question on apparel, you have gotten, you sold Limited and Express and you’re closing La Senza Girl, how should we think of apparel at Victoria’s Secret direct, what are your plans for that and then a clarification, how much was traffic down in the third quarter comp store up two, but I think you said traffic was down and how should we assume a similar trend for 4Q.

Even with our recent disappointing trend in clothing, we are still one of the leading online clothing retailers in the world. And our clothing customer spends significantly more then the non-clothing customer and our customer [inaudible] for the clothing categories is very large. So many of the categories that we stand for in clothing also relate back to somewhat to the master brand in terms of our bra tops and [knit] top business, active business that we do have.

Traffic is basically down to the mall traffic, slightly worse then the mall traffic and we see our traffic get more in line with the mall on holiday type promotional weekends. So how it goes into the fourth quarter, I’m not sure but we’re still anticipating it to be slightly worse then mall.

Your next question comes from the line of Paul LeJuez - Credit Suisse Paul LeJuez - Credit Suisse: Even if you back up forgetting [Mast] the first few weeks of November, how were you anticipating the quarter to play maybe by brand by month just from a big picture perspective, stronger up front, or towards the end and maybe if you can remind us just of how your promotional calendar might tie into that.

Well the comment I would make is that we would expect November and December on a relative basis to be a little stronger then January as we’re trying to lessen the degree of promotional activity in January so we would see a lower relative comp in January vis-a-vie November and December, so that’s probably the big picture view that I’d pass along.

In Bath & Body Works our promotional calendar versus last year up through Christmas is about flat. Our goal is though is every week to manage this business and we’ve already started pulling back on some [reduntive] emails that we had last year so we are looking at it week by week to make sure that we’re maximizing everything that we can through holiday. And then our January [semi annual] sales, is a little bit shorter then last year so we anticipate January to be down a little bit as a result of that.

For Victoria’s Secret the biggest shift that we do have is our semi annual will shift from December into January. We will have less promotional activity on the floor because we have much less clearance and red line merchandise this year versus last year because of our controlled inventories. We have a lot more freshness and then we will continue to have our BOGO event but the timing will be different by weeks on the BOGO event. And just to clarify that’s the bra event.

Your next question comes from the line of Kimberly Greenberger - Citigroup Investment Research Kimberly Greenberger - Citigroup Investment Research: I was hoping that you could talk about the balancing between trying to pull back on some of the promotions to improve the profitability and the negative impact that that may have on sales, if you could just step back and give us not the holiday outlook but longer-term, what are your goals for the brand. Would you like to get back to more of a full priced or everyday pricing posture and do you think that there is a four quarters of pressure potentially on the top line if you pull back on some of those promos.

Well anytime, its really about a balance and when you think about balancing it you’re balancing the impact on the brand, the impact from volumes, margin, also the customer and inventory. So when you think about that, that’s what you’re balancing. As we enter the fourth quarter we feel like that we have the right product, to actually service, to keep the customers and keep that customer [inaudible] growing which we have seen the customer growing with us. We have our inventory managed therefore we do believe through this exercise that we will see an improvement in margins. As its unknown to us as we enter into the spring season, we will be going against a lot of promotion but we think based upon the strength of the assortment and the things that we’ve learned, the ability to test, read and react with speed and agility that we can come closer to the comps with improved profit.

Your next question comes from the line of Lorraine Hutchinson – Bank of America - Merrll Lynch Lorraine Hutchinson – Bank of America - Merrll Lynch: I was just hoping to get a little bit more detail on some of the lower price point products at Victoria’s Secret and how those have performed. I guess just curious are you seeing a new customer come in, is the existing customer trading down, and then over the longer-term how do you think the lower price points will effect your sales productivity at Victoria’s Secret.

We have been encouraged by what we’re seeing with the three programs and there’s only three real programs in the opening price point today. What we are seeing is that there are bringing in a new customer. It is something that we’re watching very closely. This is a big difference in terms of the offering at the opening price point versus our best price point, in terms of the fashion that we bring in, in terms of the technology and then obviously all of our launch bras have been over the $40 price point. So we believe that this gives us an opportunity especially within the Pink space to continue to own the customer from her first purchase throughout her forever young lifestyle. So we’re very optimistic with the strategy, we’re watching it closely. Our expectation it will bring in new customers and not trade down existing customers.

Your next question comes from the line of Stacey Pak - SP Research Stacey Pak - SP Research: Can you clarify what you said about gross margin in Q3, what did you say the impact from Mast was and could you tell us what the occupancy impact was and another clarification is the fourth quarter comp guidance, if you could tell us VS versus BBW and then my question really is on the gross margin in Q4, you’re coming up against I think at least three years of gross margin declines. I know you’re guiding it up significantly but can you tell us what kind of opportunity you see from the cost side in gross margin, from better inventory management in gross margin and from recapturing markdowns.

So the Q4 question I got, can you restate your question with respect to the third quarter again please. Stacey Pak - SP Research: Just the third quarter, what did you say the impact on gross margin was for Mast and from occupancy, I don’t think you said occupancy and I think I missed Mast and the other clarification was your fourth quarter comp guidance, you’re saying down low to mid, where’s BBW and VS in that.

So with respect to the third quarter the Mast effect was about 150 basis points and if we removed that effect, merchandise margin in aggregate would be roughly flat. And then with respect to buying and occupancy there was meaningful deleverage in the quarter due to the negative comp. So that’s Q3. With respect to Q4 as I highlighted in the comments and for the reasons that you outlined in your question, we are expecting meaningful merchandise margin improvement apart from the Mast mix effect that we’ve seen for the last several quarters. So significant merchandise margin rate improvement in all of our significant businesses in Q4. I’m not going to get overly specific in quantifying that for reasons including the actual result will be a function of a lot of things including the environment and a lot of factors including those that Sharon outlined. So we do expect meaningful merchandise margin rate improvement in Q4 due to the inventory management, the cost reductions, all those things that you outlined in the tee up of your question. Stacey Pak - SP Research: Could you tell us how much cost should be down, is it more then the five to seven.

Its still in that range. Stacey Pak - SP Research: And then the comp break down for Q4 guidance.

We don’t break it down by brand, so in aggregate the comp down low to mid single in total.

Your next question comes from the line of John Morris - BMO Capital Markets John Morris - BMO Capital Markets: Congratulations on the quarter, first question, you mentioned sleepwear at Victoria’s Secret, casual versus glamour performance, can you highlight what you’re seeing, what’s behind the strength in casual versus some of the weakness or the offset in glamour and give us a little bit of a sneak preview about the opportunity for the spring season across really all classifications so we can kind of understand there and look forward. And then regarding the restage of anti bac, will you be changing the initial price points there and have you actually been doing testing on the restaging and what have you seen from that.

The first question in terms of casual sleepwear, our casual sleepwear is really targeted as a gifting category and as we always test, go out with an early test which we were very encouraged by, and were able to read and react into that, both in the direct channel and the store channel, the casual holiday sleepwear is exceeding our expectation. The glamour sleepwear is a category last year which we took very heavy markdowns in and [we’re] anniversary some of those promotions. This year we’ve narrowed the assortment, we have focused on the key items and therefore we should be much more profitable but we’re not anniversarying those heavy promotions. As I think about looking forward into the spring, obviously we remain focused on our key categories, the bra business, the panty business, and the beauty business and those we believe will be well positioned in the spring season to go forward with in terms of growth.

As far as the anti bac restage we actually did extensive testing this past spring for both packaging and formulas which [informed] to the restage. So we’re going into it feeling pretty confident that we’ve got the right formula and as far as price points, they remain the same.

Your next question comes from the line of Laura Champine - Cowen and Company Laura Champine - Cowen and Company: We were a little surprised by the decision to shut La Senza Girl, can you talk a little bit about what led to that and how that may or may not change your opinion of the market there for La Senza proper and also for Victoria’s Secret in Canada.

I think that frankly since the time of the acquisition we had had the thought that the La Senza Girl business would probably not be a go forward business for us as it has not been in the United States. As you know we’ve been spinning off Limited [Two] or [Tween] Brands. We have strategically decided that we are not in the girls’ business and so we’ve been looking at that business closely over the last two years as we’ve owned La Senza and discussing it with the La Senza management team. Its performance has been disappointing. It’s a distraction frankly versus the core lingerie and personal care and beauty strategy that we are now pursuing with La Senza and we’ve as a result of that, we’ve made the decision to exit the business. The other opportunity frankly that presented itself to us is that with our very solid success in the BBW openings and the Pink openings now and our expectation for VS we see so much other opportunity to stay focused on in Canada that we’re using that opportunity to frankly minimize the costs of getting out of the La Senza Girl stores because of our new relationships with the landlords in Canada and our ability to convert some of the La Senza Girl stores to BBWs, Pink stores or actually convert them over to La Senza lingerie stores. Laura Champine - Cowen and Company: Really no impact on your assessment of the Canadian market at all, or the viability of either of your other concepts there.

No just the opposite, I think it’s a matter of focus for us. We want to focus on our core brands and full distribution of those brands in Canada and the girl business is just not a go forward brand for us.

Your next question comes from the line of Monty Shapiro – The Retail Tracker Monty Shapiro – The Retail Tracker: I had a quick Pink apparel question just going on this apparel conversation that’s been ongoing, you’ve dabbled now in denim, you have some of the Collegiate stuff thrown in there, which is [inaudible] more lounging, my two questions are how and what is your thinking about Pink as far as apparel, true apparel not loungewear is concerned, and then can you talk a little bit about the price points on your Pink lounge and apparel as you’ve lowered some of the price points on bras and some of the items in core Victoria, are you seeing a discrepancy or is the pricing of Pink which is a premium still working for you.

The first question [inaudible] as Pink apparel, we are not focused on Pink apparel. We’re focused on the bra, panty and lounge business and that will be the core focus not only for Pink but also for the Collegiate licensing programs that we do have. We do have a good, better, best strategy within our loungewear today which we will continue to balance that. We have seen both ends of the spectrum performing very well in Pink whether its all the Bling, Hoodies and Fleece bottoms which are at the best price point continue to be some of our best sellers. So we will continue with the strategies that we do have in place in the loungewear category around good, better, best.

Your next question comes from the line of Richard Jaffe - Stifel Nicolaus Richard Jaffe - Stifel Nicolaus: A question about Bath & Body Works and the opportunity to take that success and penetrate the web or use the internet more effectively to drive sales to stores and store sales to the web and create some synergy here, wondering if there’s any initiatives we should look for in the next 12 months and what you think is the opportunity there.

We currently use the web to drive traffic to the stores through email blasts, and different promotional activities plus our customer relationship marketing refund dollars directed to the web as well. So we work back and forth and spending much more time with them really figuring out strategies to grow both channels. Richard Jaffe - Stifel Nicolaus: I guess the numbers aren’t large for the internet or in terms of my inbox and so I’m wondering if there’s a way to sort of light of fire under that or anything different we should look for in the next 12 months.

You must not be buying enough because we actually do send out quite a few emails but I’ll have to get your email address because we actually do send quite a bit out every week. Richard Jaffe - Stifel Nicolaus: I’m certainly not buying enough to move the needle, I apologize.

Your next question comes from the line of Michelle Tan – Goldman Sachs Michelle Tan – Goldman Sachs: I was wondering if you could ballpark for us what a key bra launch generally represents, roughly as a percentage of sales or units of inventory and you mentioned you were pleased with the launch of Miraculous, we’ve been hearing good things about it as well. I was wondering if there are specific ways that you can take the successes there and expand them to more of the future launches and a bigger piece of the assortment in general.

So your first part of the question was how big can a launch bra be, there will be a range. So I’ll just talk to you kind of in units. The range in units can be on a lower launch around 75,000 units a week to a high launch of up to 220,000 units a week so the range in terms of as you’re in the launch week, those bras will be a higher penetration to the total bra business and then over time settles back down. So it could be during the launch week about 30% of the bra business but then it usually settles down to be about 8% to 10%. And Miraculous go forward, it has been, exceeded our expectation and as we think about the Miraculous we are expanding it into different fabrications, different trends. We see that this is a huge opportunity as we have gotten so much hits in terms of calling this a bomb shell and we believe that this bra will continue through holiday which we’ve been able to go in and work with our manufacturers to even get more goods in for December so we do think the whole Miraculous bomb shell franchise will be with us and something that we look forward to continuing to maximize through the holiday as well as through next year.

Your next question comes from the line of Kim Galle – Pioneer Research Fund Kim Galle – Pioneer Research Fund: Does your Q4 guidance encompass or contemplate an increase in operating income at Victoria’s Secret.

Yes it does. Kim Galle – Pioneer Research Fund: And can you perhaps quantify that in any way.

We can’t unfortunately. We don’t typically get into specific guidance by brand in terms of our earnings outlook. Kim Galle – Pioneer Research Fund: But you do expect the operating profit to be up for Q4.

Yes we do.

Your final question comes from the line of Jennifer Black - Black & Associates Jennifer Black - Black & Associates: Let me add my congratulations. I wondered if because you’re going to have less inventory at Victoria’s Secret, I wondered if you’re going to fill in with special makeup and I wondered [inaudible] and what position will you be in to chase and you’ve done a great job expanding [inaudible] and I wondered if there was room for [inaudible].

Jennifer I’m sorry, you’re breaking up a little bit and I don’t think we caught all of your question. Would you mind trying to repeat it.

Just give it a shot, we’ll listen closely. Jennifer Black - Black & Associates: Sorry, at Victoria’s Secret did you hear my question about special makeup, what percent will be special makeup because I would think it would be higher because you have less clearance for the [inaudible] and are you in a position to chase.

The special makeup, if you’re referring to that we do have our Heidi Klum, that we have in for the fourth quarter, we also had restaged and relaunched our very sexy makeup which has exceeded our expectation and we are chasing back into those goods. Also within the makeup collection we have our Beauty Rush which we have expanded our presentation so I feel very good about where we are. Its still a small percent to the total in the beauty business but it is something that we definitely has exceeded our expectation. I think that you asked me something about semi annual sales. Jennifer Black - Black & Associates: What I was asking is the percent of special made up goods—

The only thing that we will have special for semi annual sale in beauty would be any of our old fragrances or old classics that people have wanted that we will come back into for semi annual sale only so that is a small percentage of what semi annual sale will be but we do have some of our old tried and true classics that do come back for semi annual sales. Jennifer Black - Black & Associates: What I was referring to, I’m sorry I wasn’t clear, was sleepwear and bras and sometimes you do special made up goods for the sales to fill in.

We actually don’t in the intimate apparel category, we do not do special cuts for semi annual sale and we do not have any plans in our strategy to start that practice. Jennifer Black - Black & Associates: And then lastly the [Lacy] collection, [inaudible] your plans, is there room to grow there as well.

Yes and in fact for this holiday season you’ll even see more expanded styles and colors within the Lacy program as I talked about in my opening remarks, that is a category that we are really making bigger for this holiday. We have it in the windows as we go into our holiday season as well as in our holiday rotation, we will have a commercial around the Lacy. So we are continuing to play upon that strength in Lacy for holiday.

That concludes our call today. We’d like to thank everyone again for your interest and wish everybody a great Thanksgiving holiday. Just a note, I am in New York today but I will be returning phone calls so if you get my voice mail, just leave me a message and I’ll get back to you as soon as I can. Thanks and we’ll talk to you soon.