Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes, 2021 Notes, 2022 Notes and 2023 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 1, 2014 and February 2, 2013 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the years ended February 1, 2014, February 2, 2013 and January 28, 2012.

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	February 1, 2014
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	1,353		$	166		$	—		$	1,519
Accounts Receivable, Net	—			173			71			—			244
Inventories	—			966			199			—			1,165
Deferred Income Taxes	—			44			(16		)	—			28
Other	—			105			89			—			194
Total Current Assets	—			2,641			509			—			3,150
Property and Equipment, Net	—			1,197			848			—			2,045
Goodwill	—			1,318			—			—			1,318
Trade Names and Other Intangible Assets, Net	—			411			—			—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,468			14,065			1,099			(19,632		)	—
Other Assets	186			19			680			(611		)	274
Total Assets	$	4,654		$	19,651		$	3,136		$	(20,243	)	$	7,198
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	3		$	316		$	280		$	—		$	599
Accrued Expenses and Other	86			410			291			—			787
Current Portion of Long-term Debt	215			—			—			—			215
Income Taxes	(1		)	176			50			—			225
Total Current Liabilities	303			902			621			—			1,826
Deferred Income Taxes	(4		)	(27		)	241			—			210
Long-term Debt	4,761			597			—			(597		)	4,761
Other Long-term Liabilities	3			581			201			(15		)	770
Total Equity (Deficit)	(409		)	17,598			2,073			(19,631		)	(369		)
Total Liabilities and Equity (Deficit)	$	4,654		$	19,651		$	3,136		$	(20,243	)	$	7,198

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	February 2, 2013
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L 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

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2013
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	9,878		$	3,441		$	(2,546	)	$	10,773
Costs of Goods Sold, Buying and Occupancy	—			(6,022		)	(2,754		)	2,432			(6,344		)
Gross Profit	—			3,856			687			(114		)	4,429
General, Administrative and Store Operating Expenses	(5		)	(2,369		)	(428		)	116			(2,686		)
Operating Income (Loss)	(5		)	1,487			259			2			1,743
Interest Expense	(314		)	(28		)	(11		)	39			(314		)
Other Income (Loss)	—			—			17			—			17
Income (Loss) Before Income Taxes	(319		)	1,459			265			41			1,446
Provision (Benefit) for Income Taxes	—			305			238			—			543
Equity in Earnings, Net of Tax	1,222			179			450			(1,851		)	—
Net Income (Loss)	$	903		$	1,333		$	477		$	(1,810	)	$	903

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2013
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	903	$	1,333	$	477		$	(1,810	)	$	903
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	—		—		(50		)	—			(50		)
Foreign Currency Translation	—		—		40			—			40
Unrealized Gain (Loss) on Cash Flow Hedges	—		—		46			—			46
Total Other Comprehensive Income (Loss), Net of Tax	—		—		36			—			36
Total Comprehensive Income	$	903	$	1,333	$	513		$	(1,810	)	$	939

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2012
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L 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)	—			1			23			—			24
Income (Loss) Before Income Taxes	(321		)	1,566			7			29			1,281
Provision (Benefit) for Income Taxes	—			359			169			—			528
Equity in Earnings, Net of Tax	1,074			(125		)	432			(1,381		)	—
Net Income (Loss)	$	753		$	1,082		$	270		$	(1,352	)	$	753

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2012
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L 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

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2011
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L 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)	—			1			234			—			235
Income (Loss) Before Income Taxes	(250		)	1,312			130			35			1,227
Provision (Benefit) for Income Taxes	2			324			51			—			377
Equity in Earnings, Net of Tax	1,102			108			217			(1,427		)	—
Net Income (Loss)	$	850		$	1,096		$	296		$	(1,392	)	$	850

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2011
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L 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

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2013
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(302	)	$	1,267		$	283		$	—	$	1,248
Investing Activities:
Capital Expenditures	—			(475		)	(216		)	—		(691		)
Return of Capital from Third-party Apparel Sourcing Business Investment	—			—			46			—		46
Other Investing Activities	—			—			(10		)	—		(10		)
Net Cash Used for Investing Activities	—			(475		)	(180		)	—		(655		)
Financing Activities:
Proceeds from Long-term Debt, Net of Issuance and Discount Costs	495			—			—			—		495
Borrowings from Revolving Facility	290			—			—			—		290
Repayments on Revolving Facility	(290		)	—			—			—		(290		)
Repurchase of Common Stock	(60		)	—			—			—		(60		)
Dividends Paid	(349		)	—			—			—		(349		)
Excess Tax Benefits from Share-based Compensation	—			31			5			—		36
Net Financing Activities and Advances to/from Consolidated Affiliates	184			113			(297		)	—		—
Proceeds From Exercise of Stock Options and Other	32			—			—			—		32
Net Cash Provided by (Used for) Financing Activities	302			144			(292		)	—		154
Effects of Exchange Rate Changes on Cash	—			—			(1		)	—		(1		)
Net Increase (Decrease) in Cash and Cash Equivalents	—			936			(190		)	—		746
Cash and Cash Equivalents, Beginning of Year	—			417			356			—		773
Cash and Cash Equivalents, End of Year	$	—		$	1,353		$	166		$	—	$	1,519

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2012
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(361	)	$	1,342		$	370		$	—		$	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
Net Investments in Consolidated Affiliates	—			36			—			(36		)	—
Other Investing Activities	—			17			5			—			22
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	1,459			(1,100		)	(395		)	36			—
Proceeds From Exercise of Stock Options and Other	52			—			—			—			52
Net Cash Provided by (Used for) Financing Activities	361			(1,005		)	(374		)	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

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2011
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(178	)	$	1,225		$	219		$	—		$	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	1,463			(1,417		)	(10		)	(36		)	—
Proceeds From Exercise of Stock Options and Other	75			—			—			—			75
Net Cash Provided by (Used for) Financing Activities	178			(1,378		)	(1		)	(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