Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes, 2021 Notes and 2022 Notes 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 February 2, 2013 and January 28, 2012 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the years ended February 2, 2013, January 28, 2012 and January 29, 2011.

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	February 2, 2013
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	417		$	356		$	—		$	773
Accounts Receivable, Net	—			140			63			—			203
Inventories	—			847			157			—			1,004
Deferred Income Taxes	—			39			(10		)	—			29
Other	2			117			77			—			196
Total Current Assets	2			1,560			643			—			2,205
Property and Equipment, Net	—			1,001			802			—			1,803
Goodwill	—			1,318			—			—			1,318
Trade Names and Other Intangible Assets, Net	—			411			1			—			412
Net Investments in and Advances to/from Consolidated Affiliates	3,348			13,968			624			(17,940		)	—
Other Assets	188			8			696			(611		)	281
Total Assets	$	3,538		$	18,266		$	2,766		$	(18,551	)	$	6,019
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	—		$	291		$	250		$	—		$	541
Accrued Expenses and Other	78			425			304			—			807
Income Taxes	1			134			55			—			190
Total Current Liabilities	79			850			609			—			1,538
Deferred Income Taxes	(4		)	(9		)	213			—			200
Long-term Debt	4,477			597			—			(597		)	4,477
Other Long-term Liabilities	4			625			204			(15		)	818
Total Equity (Deficit)	(1,018		)	16,203			1,740			(17,939		)	(1,014		)
Total Liabilities and Equity (Deficit)	$	3,538		$	18,266		$	2,766		$	(18,551	)	$	6,019

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 STATEMENT OF INCOME

(in millions)



	2012
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	9,570		$	2,954		$	(2,065	)	$	10,459
Costs of Goods Sold, Buying and Occupancy	—			(5,578		)	(2,464		)	1,969			(6,073		)
Gross Profit	—			3,992			490			(96		)	4,386
General, Administrative and Store Operating Expenses	(5		)	(2,405		)	(403		)	93			(2,720		)
Impairment of Goodwill and Other Intangible Assets	—			—			(93		)	—			(93		)
Operating Income (Loss)	(5		)	1,587			(6		)	(3		)	1,573
Interest Expense	(316		)	(22		)	(10		)	32			(316		)
Other Income (Loss)	262			(355		)	128			(11		)	24
Income (Loss) Before Income Taxes	(59		)	1,210			112			18			1,281
Provision (Benefit) for Income Taxes	—			359			169			—			528
Equity in Earnings, Net of Tax	812			231			327			(1,370		)	—
Net Income (Loss)	$	753		$	1,082		$	270		$	(1,352	)	$	753

LIMITED BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2012
	Limited Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Income (Loss)	$	753	$	1,082	$	270		$	(1,352	)	$	753
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	2		—		3			—			5
Foreign Currency Translation	—		—		(2		)	—			(2		)
Unrealized Gain (Loss) on Cash Flow Hedges	—		—		1			—			1
Total Other Comprehensive Income (Loss), Net of Tax	2		—		2			—			4
Total Comprehensive Income	$	755	$	1,082	$	272		$	(1,352	)	$	757

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 Gain (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 Gain (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 CASH FLOWS

(in millions)



	2012
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(99	)	$	986		$	464		$	—		$	1,351
Investing Activities:
Capital Expenditures	—			(344		)	(244		)	—			(588		)
Return of Capital from Third-party Apparel Sourcing Business Investment	—			—			22			—			22
Return of Capital from Easton Investments	—			—			13			—			13
Proceeds from Sale of Assets	—			9			2			—			11
Net Investments in Consolidated Affiliates	—			36			—			(36		)	—
Other Investing Activities	—			8			3			—			11
Net Cash Provided by (Used for) Investing Activities	—			(291		)	(204		)	(36		)	(531		)
Financing Activities:
Proceeds from Long-term Debt, Net of Issuance and Discount Costs	985			—			—			—			985
Payments of Long-term Debt	(57		)	—			—			—			(57		)
Repurchase of Common Stock	(629		)	—			—			—			(629		)
Dividends Paid	(1,449		)	—			—			—			(1,449		)
Excess Tax Benefits from Share-based Compensation	—			95			21			—			116
Net Financing Activities and Advances to/from Consolidated Affiliates	1,197			(744		)	(489		)	36			—
Proceeds From Exercise of Stock Options and Other	52			—			—			—			52
Net Cash Provided by (Used for) Financing Activities	99			(649		)	(468		)	36			(982		)
Effects of Exchange Rate Changes on Cash	—			—			—			—			—
Net Increase (Decrease) in Cash and Cash Equivalents	—			46			(208		)	—			(162		)
Cash and Cash Equivalents, Beginning of Year	—			371			564			—			935
Cash and Cash Equivalents, End of Year	$	—		$	417		$	356		$	—		$	773

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