Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes, 2021 Notes, 2022 Notes, 2023 Notes, 2035 Notes and 2036 Notes are jointly and severally guaranteed on a full and unconditional basis by the Guarantors. 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 October 29, 2016, January 30, 2016 and October 31, 2015 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the periods ended October 29, 2016 and October 31, 2015. The Company adopted ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, and ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, effective January 30, 2016. As such, amounts have been recast to include the retrospective application of these standards. For additional information, see Note 2, "New Accounting Pronouncements."

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)

(Unaudited)



	October 29, 2016
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries		Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	370		$	284	$	—		$	654
Accounts Receivable, Net	1			260			64		—			325
Inventories	—			1,501			150		—			1,651
Other	—			158			98		—			256
Total Current Assets	1			2,289			596		—			2,886
Property and Equipment, Net	—			1,955			815		—			2,770
Goodwill	—			1,318			30		—			1,348
Trade Names and Other Intangible Assets, Net	—			411			—		—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,475			15,461			1,815		(21,751		)	—
Deferred Income Taxes	1			11			18		—			30
Other Assets	133			35			661		(611		)	218
Total Assets	$	4,610		$	21,480		$	3,935	$	(22,362	)	$	7,663
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	—		$	580		$	382	$	—		$	962
Accrued Expenses and Other	111			513			285		—			909
Current Portion of Long-term Debt	—			—			23		—			23
Income Taxes	—			(2		)	115		—			113
Total Current Liabilities	111			1,091			805		—			2,007
Deferred Income Taxes	(3		)	(83		)	348		—			262
Long-term Debt	5,701			597			—		(597		)	5,701
Other Long-term Liabilities	1			747			147		(14		)	881
Total Equity (Deficit)	(1,200		)	19,128			2,635		(21,751		)	(1,188		)
Total Liabilities and Equity (Deficit)	$	4,610		$	21,480		$	3,935	$	(22,362	)	$	7,663

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	January 30, 2016
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	2,190		$	358		$	—		$	2,548
Accounts Receivable, Net	1			202			58			—			261
Inventories	—			978			144			—			1,122
Other	—			115			110			—			225
Total Current Assets	1			3,485			670			—			4,156
Property and Equipment, Net	—			1,574			756			—			2,330
Goodwill	—			1,318			—			—			1,318
Trade Names and Other Intangible Assets, Net	—			411			—			—			411
Net Investments in and Advances to/from Consolidated Affiliates	5,368			13,649			1,242			(20,259		)	—
Deferred Income Taxes	—			11			19			—			30
Other Assets	141			40			679			(612		)	248
Total Assets	$	5,510		$	20,488		$	3,366		$	(20,871	)	$	8,493
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	—		$	333		$	335		$	—		$	668
Accrued Expenses and Other	100			519			358			—			977
Current Portion of Long-term Debt	—			—			6			—			6
Income Taxes	(3		)	237			(10		)	—			224
Total Current Liabilities	97			1,089			689			—			1,875
Deferred Income Taxes	(3		)	(86		)	346			—			257
Long-term Debt	5,714			597			1			(597		)	5,715
Other Long-term Liabilities	—			670			248			(14		)	904
Total Equity (Deficit)	(298		)	18,218			2,082			(20,260		)	(258		)
Total Liabilities and Equity (Deficit)	$	5,510		$	20,488		$	3,366		$	(20,871	)	$	8,493

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)

(Unaudited)



	October 31, 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries		Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	1,085		$	226	$	—		$	1,311
Accounts Receivable, Net	3			216			64		—			283
Inventories	—			1,465			155		—			1,620
Other	—			151			164		—			315
Total Current Assets	3			2,917			609		—			3,529
Property and Equipment, Net	—			1,594			756		—			2,350
Goodwill	—			1,318			—		—			1,318
Trade Names and Other Intangible Assets, Net	—			411			—		—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,943			14,725			1,786		(21,454		)	—
Deferred Income Taxes	—			9			18		—			27
Other Assets	142			34			694		(612		)	258
Total Assets	$	5,088		$	21,008		$	3,863	$	(22,066	)	$	7,893
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	1		$	525		$	387	$	—		$	913
Accrued Expenses and Other	76			463			265		—			804
Current Portion of Long-term Debt	—			—			4		—			4
Income Taxes	—			—			7		—			7
Total Current Liabilities	77			988			663		—			1,728
Deferred Income Taxes	(3		)	(66		)	310		—			241
Long-term Debt	5,712			597			1		(597		)	5,713
Other Long-term Liabilities	—			646			235		(13		)	868
Total Equity (Deficit)	(698		)	18,843			2,654		(21,456		)	(657		)
Total Liabilities and Equity (Deficit)	$	5,088		$	21,008		$	3,863	$	(22,066	)	$	7,893

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)

(Unaudited)



	Third Quarter 2016
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	2,478		$	846		$	(743	)	$	2,581
Costs of Goods Sold, Buying and Occupancy	—			(1,545		)	(678		)	667			(1,556		)
Gross Profit	—			933			168			(76		)	1,025
General, Administrative and Store Operating Expenses	(1		)	(685		)	(111		)	56			(741		)
Operating Income (Loss)	(1		)	248			57			(20		)	284
Interest Expense	(97		)	(20		)	(2		)	22			(97		)
Other Income	—			—			3			—			3
Income (Loss) Before Income Taxes	(98		)	228			58			2			190
Provision for Income Taxes	—			82			(14		)	—			68
Equity in Earnings (Loss), Net of Tax	220			47			4			(271		)	—
Net Income (Loss)	$	122		$	193		$	76		$	(269	)	$	122

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Third Quarter 2016
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	122	$	193	$	76		$	(269	)	$	122
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		(15		)	—			(15		)
Unrealized Gain on Cash Flow Hedges	—		—		9			—			9
Reclassification of Cash Flow Hedges to Earnings	—		—		(4		)	—			(4		)
Total Other Comprehensive Income (Loss), Net of Tax	—		—		(10		)	—			(10		)
Total Comprehensive Income (Loss)	$	122	$	193	$	66		$	(269	)	$	112

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)

(Unaudited)



	Third Quarter 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	2,357		$	893		$	(768	)	$	2,482
Costs of Goods Sold, Buying and Occupancy	—			(1,456		)	(720		)	725			(1,451		)
Gross Profit	—			901			173			(43		)	1,031
General, Administrative and Store Operating Expenses	(4		)	(629		)	(100		)	41			(692		)
Operating Income (Loss)	(4		)	272			73			(2		)	339
Interest Expense	(79		)	(11		)	(2		)	13			(79		)
Other Income	—			—			—			—			—
Income (Loss) Before Income Taxes	(83		)	261			71			11			260
Provision for Income Taxes	—			62			34			—			96
Equity in Earnings (Loss), Net of Tax	247			8			(37		)	(218		)	—
Net Income (Loss)	$	164		$	207		$	—		$	(207	)	$	164

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Third Quarter 2015
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	164	$	207	$	—		$	(207	)	$	164
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		(7		)	—			(7		)
Unrealized Gain on Cash Flow Hedges	—		—		2			—			2
Reclassification of Cash Flow Hedges to Earnings	—		—		3			—			3
Unrealized Gain on Marketable Securities	—		—		2			—			2
Total Other Comprehensive Income (Loss), Net of Tax	—		—		—			—			—
Total Comprehensive Income (Loss)	$	164	$	207	$	—		$	(207	)	$	164

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)

(Unaudited)



	Year-to-Date 2016
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	7,674		$	2,512		$	(2,101	)	$	8,085
Costs of Goods Sold, Buying and Occupancy	—			(4,785		)	(2,058		)	1,939			(4,904		)
Gross Profit	—			2,889			454			(162		)	3,181
General, Administrative and Store Operating Expenses	(6		)	(1,959		)	(330		)	129			(2,166		)
Operating Income (Loss)	(6		)	930			124			(33		)	1,015
Interest Expense	(295		)	(40		)	(7		)	47			(295		)
Other Income (Loss)	(36		)	2			117			—			83
Income (Loss) Before Income Taxes	(337		)	892			234			14			803
Provision for Income Taxes	(13		)	216			74			—			277
Equity in Earnings (Loss), Net of Tax	850			332			268			(1,450		)	—
Net Income (Loss)	$	526		$	1,008		$	428		$	(1,436	)	$	526

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Year-to-Date 2016
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	526	$	1,008	$	428		$	(1,436	)	$	526
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		(25		)	—			(25		)
Unrealized Loss on Cash Flow Hedges	—		—		(2		)	—			(2		)
Reclassification of Cash Flow Hedges to Earnings	—		—		5			—			5
Unrealized Loss on Marketable Securities	—		—		(3		)	—			(3		)
Reclassification of Gain on Marketable Securities to Earnings	—		—		(3		)	—			(3		)
Total Other Comprehensive Income (Loss), Net of Tax	—		—		(28		)	—			(28		)
Total Comprehensive Income (Loss)	$	526	$	1,008	$	400		$	(1,436	)	$	498

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)

(Unaudited)



	Year-to-Date 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	7,314		$	2,523		$	(2,078	)	$	7,759
Costs of Goods Sold, Buying and Occupancy	—			(4,487		)	(2,041		)	1,970			(4,558		)
Gross Profit	—			2,827			482			(108		)	3,201
General, Administrative and Store Operating Expenses	(10		)	(1,874		)	(302		)	99			(2,087		)
Operating Income (Loss)	(10		)	953			180			(9		)	1,114
Interest Expense	(237		)	(23		)	(7		)	30			(237		)
Other Income	—			4			71			—			75
Income (Loss) Before Income Taxes	(247		)	934			244			21			952
Provision for Income Taxes	—			230			105			—			335
Equity in Earnings (Loss), Net of Tax	864			386			217			(1,467		)	—
Net Income (Loss)	$	617		$	1,090		$	356		$	(1,446	)	$	617

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Year-to-Date 2015
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	617	$	1,090	$	356		$	(1,446	)	$	617
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		5			—			5
Unrealized Gain on Cash Flow Hedges	—		—		6			—			6
Reclassification of Cash Flow Hedges to Earnings	—		—		(7		)	—			(7		)
Unrealized Gain on Marketable Securities	—		—		2			—			2
Total Other Comprehensive Income (Loss), Net of Tax	—		—		6			—			6
Total Comprehensive Income (Loss)	$	617	$	1,090	$	362		$	(1,446	)	$	623

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)

(Unaudited)



	Year-to-Date 2016
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(342	)	$	402		$	256		$	—		$	316
Investing Activities:
Capital Expenditures	—			(648		)	(177		)	—			(825		)
Return of Capital from Easton Town Center, LLC	—			—			108			—			108
Acquisition, Net of Cash Acquired of $1	—			—			(33		)	—			(33		)
Proceeds from Sale of Marketable Securities	—			—			10			—			10
Net Investments in Consolidated Affiliates	—			—			(27		)	27			—
Other Investing Activities	—			1			18			—			19
Net Cash Provided by (Used for) Investing Activities	—			(647		)	(101		)	27			(721		)
Financing Activities:
Proceeds from the Issuance of Long-term Debt, Net of Issuance Costs	692			—			—			—			692
Payment of Long-term Debt	(742		)	—			—			—			(742		)
Borrowings from Revolving Facilities	—			—			20			—			20
Repayments on Revolving Facilities	—			—			(4		)	—			(4		)
Dividends Paid	(1,096		)	—			—			—			(1,096		)
Repurchases of Common Stock	(410		)	—			—			—			(410		)
Excess Tax Benefits from Share-based Compensation	—			35			4			—			39
Net Financing Activities and Advances to/from Consolidated Affiliates	1,881			(1,608		)	(246		)	(27		)	—
Proceeds from Exercise of Stock Options	17			—			—			—			17
Financing Costs and Other	—			(2		)	—			—			(2		)
Net Cash Provided by (Used for) Financing Activities	342			(1,575		)	(226		)	(27		)	(1,486		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	—			—			(3		)	—			(3		)
Net Decrease in Cash and Cash Equivalents	—			(1,820		)	(74		)	—			(1,894		)
Cash and Cash Equivalents, Beginning of Period	—			2,190			358			—			2,548
Cash and Cash Equivalents, End of Period	$	—		$	370		$	284		$	—		$	654

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)

(Unaudited)



	Year-to-Date 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(254	)	$	377		$	139		$	—	$	262
Investing Activities:
Capital Expenditures	—			(440		)	(163		)	—		(603		)
Proceeds from the Sale of Assets	—			—			196			—		196
Proceeds from Divestiture of Third-party Apparel Sourcing Business	—			1			84			—		85
Proceeds from Sale of Marketable Securities	—			50			—			—		50
Purchase of Marketable Securities	—			(50		)	(10		)	—		(60		)
Net Cash Provided by (Used for) Investing Activities	—			(439		)	107			—		(332		)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	988			—			—			—		988
Borrowings from Revolving Facilities	—			—			5			—		5
Dividends Paid	(1,026		)	—			—			—		(1,026		)
Repurchases of Common Stock	(363		)	—			—			—		(363		)
Excess Tax Benefits from Share-based Compensation	—			57			8			—		65
Net Financing Activities and Advances to/from Consolidated Affiliates	624			(370		)	(254		)	—		—
Proceeds from Exercise of Stock Options	31			—			—			—		31
Financing Costs and Other	—			(2		)	—			—		(2		)
Net Cash Provided by (Used for) Financing Activities	254			(315		)	(241		)	—		(302		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	—			—			2			—		2
Net Increase (Decrease) in Cash and Cash Equivalents	—			(377		)	7			—		(370		)
Cash and Cash Equivalents, Beginning of Period	—			1,462			219			—		1,681
Cash and Cash Equivalents, End of Period	$	—		$	1,085		$	226		$	—	$	1,311