Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes, 2021 Notes and 2022 Notes (issued subsequent to January 28, 2012), are jointly and severally guaranteed on a full and unconditional basis by certain of the Company’s 100% 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 28, 2012 and January 29, 2011 and the Condensed Consolidating Statements of Income and Cash Flows for the years ended January 28, 2012, January 29, 2011 and January 30, 2010.

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	January 28, 2012
	Limited Brands, Inc.			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	371	$	564	$	—		$	935
Accounts Receivable, Net	—			142		76		—			218
Inventories	—			822		175		—			997
Deferred Income Taxes	—			33		18		—			51
Other	—			109		58		—			167
Total Current Assets	—			1,477		891		—			2,368
Property and Equipment, Net	—			911		733		—			1,644
Goodwill	—			1,318		12		—			1,330
Trade Names and Other Intangible Assets, Net	—			410		85		—			495
Net Investments in and Advances to/from Consolidated Affiliates	3,531			13,928		518		(17,977		)	—
Other Assets	199			43		677		(648		)	271
Total Assets	$	3,730		$	18,087	$	2,916	$	(18,625	)	$	6,108
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	4		$	312	$	224	$	—		$	540
Accrued Expenses and Other	51			412		307		—			770
Current Portion of Long-term Debt	57			—		—		—			57
Income Taxes	1			150		8		—			159
Total Current Liabilities	113			874		539		—			1,526
Deferred Income Taxes	(6		)	10		179		—			183
Long-term Debt	3,481			597		36		(633		)	3,481
Other Long-term Liabilities	6			582		207		(15		)	780
Total Equity	136			16,024		1,955		(17,977		)	138
Total Liabilities and Equity	$	3,730		$	18,087	$	2,916	$	(18,625	)	$	6,108

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	January 29, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	701	$	429	$	—		$	1,130
Accounts Receivable, Net	1			189		42		—			232
Inventories	—			830		202		—			1,032
Deferred Income Taxes	—			30		5		—			35
Other	—			117		47		(1		)	163
Total Current Assets	1			1,867		725		(1		)	2,592
Property and Equipment, Net	—			936		674		—			1,610
Goodwill	—			1,318		133		—			1,451
Trade Names and Other Intangible Assets, Net	—			411		181		—			592
Net Investments in and Advances to/from Consolidated Affiliates	11,835			28,045		14,486		(54,366		)	—
Other Assets	176			55		645		(670		)	206
Total Assets	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	—		$	312	$	233	$	—		$	545
Accrued Expenses and Other	29			420		316		—			765
Income Taxes	(3		)	167		30		—			194
Total Current Liabilities	26			899		579		—			1,504
Deferred Income Taxes	(6		)	28		180		—			202
Long-term Debt	2,507			608		47		(655		)	2,507
Other Long-term Liabilities	12			576		188		(15		)	761
Total Equity	9,473			30,521		15,850		(54,367		)	1,477
Total Liabilities and Equity	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	9,570		$	3,334		$	(2,540	)	$	10,364
Costs of Goods Sold, Buying and Occupancy	—			(5,943		)	(2,782		)	2,418			(6,307		)
Gross Profit	—			3,627			552			(122		)	4,057
General, Administrative and Store Operating Expenses	(5		)	(2,297		)	(517		)	121			(2,698		)
Impairment of Goodwill and Other Intangible Assets	—			—			(232		)	—			(232		)
Gain on Divestiture of Third-party Apparel Sourcing Business	—			6			105			—			111
Operating Income (Loss)	(5		)	1,336			(92		)	(1		)	1,238
Interest Expense	(245		)	(25		)	(12		)	36			(246		)
Other Income (Loss)	251			(247		)	244			(13		)	235
Income (Loss) Before Income Taxes	1			1,064			140			22			1,227
Provision (Benefit) for Income Taxes	2			324			51			—			377
Equity in Earnings, Net of Tax	851			356			207			(1,414		)	—
Net Income (Loss)	$	850		$	1,096		$	296		$	(1,392	)	$	850

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2011
	Limited Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Income (Loss)	$	850	$	1,096	$	296		$	(1,392	)	$	850
Other Comprehensive Income (Loss), Net of Tax
Reclassification of Cash Flow Hedges to Earnings	3		—		—			—			3
Foreign Currency Translation	—		—		(1		)	—			(1		)
Unrealized Loss on Cash Flow Hedges	—		—		(3		)	—			(3		)
Total Other Comprehensive Income (Loss), Net of Tax	3		—		(4		)	—			(1		)
Total Comprehensive Income	$	853	$	1,096	$	292		$	(1,392	)	$	849

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	9,005		$	2,587		$	(1,979	)	$	9,613
Costs of Goods Sold, Buying and Occupancy	—			(5,655		)	(2,161		)	1,834			(5,982		)
Gross Profit	—			3,350			426			(145		)	3,631
General, Administrative and Store Operating Expenses	(4		)	(2,212		)	(286		)	161			(2,341		)
Impairment of Goodwill and Other Intangible Assets	—			(6		)	—			—			(6		)
Operating Income (Loss)	(4		)	1,132			140			16			1,284
Interest Expense	(207		)	—			(13		)	12			(208		)
Other Income (Loss)	(26		)	15			196			(10		)	175
Income (Loss) Before Income Taxes	(237		)	1,147			323			18			1,251
Provision (Benefit) for Income Taxes	1			338			107			—			446
Equity in Earnings, Net of Tax	1,043			862			313			(2,218		)	—
Net Income (Loss)	$	805		$	1,671		$	529		$	(2,200	)	$	805

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2010
	Limited Brands, Inc.			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Income (Loss)	$	805		$	1,671	$	529		$	(2,200	)	$	805
Other Comprehensive Income (Loss), Net of Tax
Reclassification of Cash Flow Hedges to Earnings	10			—		31			—			41
Foreign Currency Translation	—			—		(1		)	—			(1		)
Unrealized Loss on Cash Flow Hedges	(1		)	—		(23		)	—			(24		)
Total Other Comprehensive Income (Loss), Net of Tax	9			—		7			—			16
Total Comprehensive Income	$	814		$	1,671	$	536		$	(2,200	)	$	821

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT 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 on Joint Venture	9			—			—			—			9
Operating Income (Loss)	7			717			142			2			868
Interest Expense	(234		)	—			(13		)	10			(237		)
Other Income (Loss)	—			12			16			(9		)	19
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

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2009
	Limited Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Income (Loss)	$	448	$	1,120	$	385		$	(1,505	)	$	448
Other Comprehensive Income (Loss), Net of Tax
Reclassification of Cash Flow Hedges to Earnings	14		—		57			—			71
Foreign Currency Translation	—		—		(2		)	—			(2		)
Unrealized (Loss) / Gain on Cash Flow Hedges	4		—		(60		)	—			(56		)
Total Other Comprehensive Income (Loss), Net of Tax	18		—		(5		)	—			13
Total Comprehensive Income	$	466	$	1,120	$	380		$	(1,505	)	$	461

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	73		$	978		$	215		$	—		$	1,266
Investing Activities:
Capital Expenditures	—			(219		)	(207		)	—			(426		)
Proceeds from Divestiture of Third-party Apparel Sourcing Business	—			78			46			—			124
Proceeds from Sale of Express Common Stock	—			—			99			—			99
Net Investments in Consolidated Affiliates	—			(36		)	—			36			—
Other Investing Activities	—			—			(23		)	—			(23		)
Net Cash Provided by (Used for) Investing Activities	—			(177		)	(85		)	36			(226		)
Financing Activities:
Proceeds from Long-term Debt, Net of Issuance and Discount Costs	981			—			—			—			981
Financing Costs	(7		)	—			—			—			(7		)
Repurchase of Common Stock	(1,190		)	—			—			—			(1,190		)
Dividends Paid	(1,144		)	—			—			—			(1,144		)
Excess Tax Benefits from Share-based Compensation	—			39			9			—			48
Net Financing Activities and Advances to/from Consolidated Affiliates	1,212			(1,170		)	(6		)	(36		)	—
Proceeds From Exercise of Stock Options and Other	75			—			—			—			75
Net Cash Provided by (Used for) Financing Activities	(73		)	(1,131		)	3			(36		)	(1,237		)
Effects of Exchange Rate Changes on Cash	—			—			2			—			2
Net Increase (Decrease) in Cash and Cash Equivalents	—			(330		)	135			—			(195		)
Cash and Cash Equivalents, Beginning of Year	—			701			429			—			1,130
Cash and Cash Equivalents, End of Year	$	—		$	371		$	564		$	—		$	935

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(355	)	$	1,206		$	433		$	—		$	1,284
Investing Activities:
Capital Expenditures	—			(129		)	(145		)	—			(274		)
Proceeds from Sale of Express Common Stock	—			—			73			—			73
Return of Capital from Express	—			—			49			—			49
Proceeds from Divestiture of Limited Stores	—			—			32			—			32
Return of Capital from Limited Stores	—			—			7			—			7
Net Investments in Consolidated Affiliates	—			—			29			(29		)	—
Other Investing Activities	—			—			7			—			7
Net Cash Provided by (Used for) Investing Activities	—			(129		)	52			(29		)	(106		)
Financing Activities:
Proceeds from Long-term Debt, Net of Issuance and Discount Costs	390			—			—			—			390
Payments of Long-term Debt	(645		)	—			—			—			(645		)
Financing Costs	(14		)	—			—			—			(14		)
Repurchase of Common Stock	(207		)	—			—			—			(207		)
Dividends Paid	(1,488		)	—			—			—			(1,488		)
Excess Tax Benefits from Share-based Compensation	—			15			4			—			19
Net Financing Activities and Advances to/from Consolidated Affiliates	2,231			(1,832		)	(428		)	29			—
Proceeds From Exercise of Stock Options and Other	88			—			—			—			88
Net Cash Provided by (Used for) Financing Activities	355			(1,817		)	(424		)	29			(1,857		)
Effects of Exchange Rate Changes on Cash	—			—			5			—			5
Net Increase (Decrease) in Cash and Cash Equivalents	—			(740		)	66			—			(674		)
Cash and Cash Equivalents, Beginning of Year	—			1,441			363			—			1,804
Cash and Cash Equivalents, End of Year	$	—		$	701		$	429		$	—		$	1,130

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		)
Proceeds from Sale of Assets	—			—			32			—			32
Net Proceeds from the Divestiture of Joint Venture	—			—			9			—			9
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 Issuance and Discount Costs	473			—			—			—			473
Payments of Long-term Debt	(656		)	—			—			—			(656		)
Financing Costs	(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	—			—			6			—			6
Net Increase (Decrease) in Cash and Cash Equivalents	—			503			128			—			631
Cash and Cash Equivalents, Beginning of Year	—			938			235			—			1,173
Cash and Cash Equivalents, End of Year	$	—		$	1,441		$	363		$	—		$	1,804