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 January 31, 2015 and February 1, 2014 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the years ended January 31, 2015, February 1, 2014 and February 2, 2013. In the fourth quarter of 2014, the Company added a subsidiary to the Guarantors. Accordingly, the supplemental financial information has been recast for all periods presented.

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	January 31, 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	1,462		$	219		$	—		$	1,681
Accounts Receivable, Net	1			197			54			—			252
Inventories	—			919			117			—			1,036
Deferred Income Taxes	—			34			(1		)	—			33
Other	—			146			84			—			230
Total Current Assets	1			2,758			473			—			3,232
Property and Equipment, Net	—			1,385			892			—			2,277
Goodwill	—			1,318			—			—			1,318
Trade Names and Other Intangible Assets, Net	—			411			—			—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,635			14,003			1,405			(20,043		)	—
Other Assets	188			35			693			(610		)	306
Total Assets	$	4,824		$	19,910		$	3,463		$	(20,653	)	$	7,544
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	—		$	300		$	313		$	—		$	613
Accrued Expenses and Other	83			495			322			—			900
Income Taxes	(4		)	183			(13		)	—			166
Total Current Liabilities	79			978			622			—			1,679
Deferred Income Taxes	(4		)	(32		)	297			—			261
Long-term Debt	4,765			597			—			(597		)	4,765
Other Long-term Liabilities	—			609			224			(13		)	820
Total Equity (Deficit)	(16		)	17,758			2,320			(20,043		)	19
Total Liabilities and Equity (Deficit)	$	4,824		$	19,910		$	3,463		$	(20,653	)	$	7,544

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	—			177			67			—			244
Inventories	—			978			187			—			1,165
Deferred Income Taxes	—			44			(16		)	—			28
Other	—			106			88			—			194
Total Current Assets	—			2,658			492			—			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			14,058			1,015			(19,541		)	—
Other Assets	186			19			680			(611		)	274
Total Assets	$	4,654		$	19,661		$	3,035		$	(20,152	)	$	7,198
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	3		$	318		$	278		$	—		$	599
Accrued Expenses and Other	86			418			283			—			787
Current Portion of Long-term Debt	215			—			—			—			215
Income Taxes	(1		)	176			50			—			225
Total Current Liabilities	303			912			611			—			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			1,982			(19,540		)	(369		)
Total Liabilities and Equity (Deficit)	$	4,654		$	19,661		$	3,035		$	(20,152	)	$	7,198

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2014
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	10,711		$	3,343		$	(2,600	)	$	11,454
Costs of Goods Sold, Buying and Occupancy	—			(6,449		)	(2,611		)	2,414			(6,646		)
Gross Profit	—			4,262			732			(186		)	4,808
General, Administrative and Store Operating Expenses	(6		)	(2,538		)	(446		)	135			(2,855		)
Operating Income (Loss)	(6		)	1,724			286			(51		)	1,953
Interest Expense	(324		)	(35		)	(9		)	44			(324		)
Other Income (Loss)	1			—			6			—			7
Income (Loss) Before Income Taxes	(329		)	1,689			283			(7		)	1,636
Provision (Benefit) for Income Taxes	(3		)	385			212			—			594
Equity in Earnings, Net of Tax	1,368			46			316			(1,730		)	—
Net Income (Loss)	$	1,042		$	1,350		$	387		$	(1,737	)	$	1,042

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2014
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	1,042	$	1,350	$	387		$	(1,737	)	$	1,042
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	—		—		(60		)	—			(60		)
Foreign Currency Translation	—		—		21			—			21
Unrealized Gain (Loss) on Cash Flow Hedges	—		—		34			—			34
Total Other Comprehensive Income (Loss), Net of Tax	—		—		(5		)	—			(5		)
Total Comprehensive Income	$	1,042	$	1,350	$	382		$	(1,737	)	$	1,037

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	$	—		$	10,047		$	3,190		$	(2,464	)	$	10,773
Costs of Goods Sold, Buying and Occupancy	—			(6,096		)	(2,598		)	2,350			(6,344		)
Gross Profit	—			3,951			592			(114		)	4,429
General, Administrative and Store Operating Expenses	(5		)	(2,403		)	(394		)	116			(2,686		)
Operating Income (Loss)	(5		)	1,548			198			2			1,743
Interest Expense	(314		)	(28		)	(11		)	39			(314		)
Other Income (Loss)	—			—			17			—			17
Income (Loss) Before Income Taxes	(319		)	1,520			204			41			1,446
Provision (Benefit) for Income Taxes	—			305			238			—			543
Equity in Earnings, Net of Tax	1,222			118			462			(1,802		)	—
Net Income (Loss)	$	903		$	1,333		$	428		$	(1,761	)	$	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	$	428		$	(1,761	)	$	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	$	464		$	(1,761	)	$	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	$	—		$	9,717		$	2,738		$	(1,996	)	$	10,459
Costs of Goods Sold, Buying and Occupancy	—			(5,649		)	(2,324		)	1,900			(6,073		)
Gross Profit	—			4,068			414			(96		)	4,386
General, Administrative and Store Operating Expenses	(5		)	(2,435		)	(373		)	93			(2,720		)
Impairment of Goodwill and Other Intangible Assets	—			—			(93		)	—			(93		)
Operating Income (Loss)	(5		)	1,633			(52		)	(3		)	1,573
Interest Expense	(316		)	(22		)	(10		)	32			(316		)
Other Income (Loss)	—			1			23			—			24
Income (Loss) Before Income Taxes	(321		)	1,612			(39		)	29			1,281
Provision (Benefit) for Income Taxes	—			359			169			—			528
Equity in Earnings, Net of Tax	1,074			(171		)	441			(1,344		)	—
Net Income (Loss)	$	753		$	1,082		$	233		$	(1,315	)	$	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	$	233		$	(1,315	)	$	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	$	235		$	(1,315	)	$	757

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2014
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(333	)	$	1,677		$	442		$	—	$	1,786
Investing Activities:
Capital Expenditures	—			(486		)	(229		)	—		(715		)
Other Investing Activities	—			(1		)	17			—		16
Net Cash Used for Investing Activities	—			(487		)	(212		)	—		(699		)
Financing Activities:
Payments of Long-term Debt	(213		)	—			—			—		(213		)
Borrowings from Revolving Facility	—			—			5			—		5
Repayments on Revolving Facility	—			—			(5		)	—		(5		)
Financing Costs	(5		)	—			—			—		(5		)
Repurchase of Common Stock	(87		)	—			—			—		(87		)
Dividends Paid	(691		)	—			—			—		(691		)
Excess Tax Benefits from Share-based Compensation	—			37			6			—		43
Net Financing Activities and Advances to/from Consolidated Affiliates	1,295			(1,118		)	(177		)	—		—
Proceeds From Exercise of Stock Options and Other	34			—			—			—		34
Net Cash Provided by (Used for) Financing Activities	333			(1,081		)	(171		)	—		(919		)
Effects of Exchange Rate Changes on Cash	—			—			(6		)	—		(6		)
Net Increase in Cash and Cash Equivalents	—			109			53			—		162
Cash and Cash Equivalents, Beginning of Year	—			1,353			166			—		1,519
Cash and Cash Equivalents, End of Year	$	—		$	1,462		$	219		$	—	$	1,681

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	)	$	1,323		$	227		$	—	$	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			57			(241		)	—		—
Proceeds From Exercise of Stock Options and Other	32			—			—			—		32
Net Cash Provided by (Used for) Financing Activities	302			88			(236		)	—		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	)	$	1,389		$	323		$	—		$	1,351
Investing Activities:
Capital Expenditures	—			(344		)	(244		)	—			(588		)
Return of Capital from Third-party Apparel Sourcing Business Investment	—			—			22			—			22
Proceeds from Sale of Express Common Stock	—			—			13			—			13
Net Investments in Consolidated Affiliates	—			36			—			(36		)	—
Other Investing Activities	—			17			5			—			22
Net Cash 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			(1,147		)	(348		)	36			—
Proceeds From Exercise of Stock Options and Other	52			—			—			—			52
Net Cash Provided by (Used for) Financing Activities	361			(1,052		)	(327		)	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