Supplemental Guarantor Financial Information

The Company’s 2020 Notes, 2021 Notes, 2022 Notes, 2023 Notes, 2028 Notes, 2035 Notes, 2036 Notes and certain of its Foreign Facilities 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 February 3, 2018 and January 28, 2017 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the years ended February 3, 2018, January 28, 2017 and January 30, 2016.

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	February 3, 2018
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	1,164		$	351	$	—		$	1,515
Accounts Receivable, Net	—			186			124		—			310
Inventories	—			1,095			145		—			1,240
Other	—			132			96		—			228
Total Current Assets	—			2,577			716		—			3,293
Property and Equipment, Net	—			1,984			909		—			2,893
Goodwill	—			1,318			30		—			1,348
Trade Names	—			411			—		—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,912			18,359			2,106		(25,377		)	—
Deferred Income Taxes	—			10			4		—			14
Other Assets	129			18			654		(611		)	190
Total Assets	$	5,041		$	24,677		$	4,419	$	(25,988	)	$	8,149
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	2		$	349		$	366	$	—		$	717
Accrued Expenses and Other	101			529			399		—			1,029
Current Debt	—			—			87		—			87
Income Taxes	6			174			18		—			198
Total Current Liabilities	109			1,052			870		—			2,031
Deferred Income Taxes	(2		)	(46		)	286		—			238
Long-term Debt	5,706			597			1		(597		)	5,707
Other Long-term Liabilities	3			835			100		(14		)	924
Total Equity (Deficit)	(775		)	22,239			3,162		(25,377		)	(751		)
Total Liabilities and Equity (Deficit)	$	5,041		$	24,677		$	4,419	$	(25,988	)	$	8,149

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	January 28, 2017
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	1,562		$	372	$	—		$	1,934
Accounts Receivable, Net	—			228			66		—			294
Inventories	—			976			120		—			1,096
Other	—			53			88		—			141
Total Current Assets	—			2,819			646		—			3,465
Property and Equipment, Net	—			1,897			844		—			2,741
Goodwill	—			1,318			30		—			1,348
Trade Names	—			411			—		—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,923			15,824			1,350		(22,097		)	—
Deferred Income Taxes	—			10			9		—			19
Other Assets	130			28			639		(611		)	186
Total Assets	$	5,053		$	22,307		$	3,518	$	(22,708	)	$	8,170
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	3		$	326		$	354	$	—		$	683
Accrued Expenses and Other	100			526			371		—			997
Current Debt	—			—			36		—			36
Income Taxes	(11		)	221			88		—			298
Total Current Liabilities	92			1,073			849		—			2,014
Deferred Income Taxes	(3		)	(93		)	448		—			352
Long-term Debt	5,700			597			—		(597		)	5,700
Other Long-term Liabilities	3			761			81		(14		)	831
Total Equity (Deficit)	(739		)	19,969			2,140		(22,097		)	(727		)
Total Liabilities and Equity (Deficit)	$	5,053		$	22,307		$	3,518	$	(22,708	)	$	8,170

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2017
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	11,931		$	3,728		$	(3,027	)	$	12,632
Costs of Goods Sold, Buying and Occupancy	—			(7,463		)	(2,868		)	2,658			(7,673		)
Gross Profit	—			4,468			860			(369		)	4,959
General, Administrative and Store Operating Expenses	(10		)	(3,063		)	(426		)	268			(3,231		)
Operating Income (Loss)	(10		)	1,405			434			(101		)	1,728
Interest Expense	(403		)	(99		)	(13		)	109			(406		)
Other Income (Loss)	(46		)	11			25			—			(10		)
Income (Loss) Before Income Taxes	(459		)	1,317			446			8			1,312
Provision (Benefit) for Income Taxes	65			316			(52		)	—			329
Equity in Earnings, Net of Tax	1,507			522			412			(2,441		)	—
Net Income (Loss)	$	983		$	1,523		$	910		$	(2,433	)	$	983

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2017
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	983	$	1,523	$	910		$	(2,433	)	$	983
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		23			—			23
Unrealized Gain (Loss) on Cash Flow Hedges	—		—		(20		)	—			(20		)
Reclassification of Cash Flow Hedges to Earnings	—		—		7			—			7
Unrealized Gain (Loss) on Marketable Securities	—		—		2			—			2
Total Other Comprehensive Income (Loss), Net of Tax	—		—		12			—			12
Total Comprehensive Income (Loss)	$	983	$	1,523	$	922		$	(2,433	)	$	995

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2016
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	11,959		$	3,533		$	(2,918	)	$	12,574
Costs of Goods Sold, Buying and Occupancy	—			(7,277		)	(2,854		)	2,682			(7,449		)
Gross Profit	—			4,682			679			(236		)	5,125
General, Administrative and Store Operating Expenses	(8		)	(2,843		)	(457		)	186			(3,122		)
Operating Income (Loss)	(8		)	1,839			222			(50		)	2,003
Interest Expense	(394		)	(60		)	(11		)	71			(394		)
Other Income (Loss)	(35		)	3			119			—			87
Income (Loss) Before Income Taxes	(437		)	1,782			330			21			1,696
Provision (Benefit) for Income Taxes	(10		)	432			116			—			538
Equity in Earnings, Net of Tax	1,585			39			376			(2,000		)	—
Net Income (Loss)	$	1,158		$	1,389		$	590		$	(1,979	)	$	1,158

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2016
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	1,158	$	1,389	$	590		$	(1,979	)	$	1,158
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		(19		)	—			(19		)
Unrealized Gain (Loss) on Cash Flow Hedges	—		—		(8		)	—			(8		)
Reclassification of Cash Flow Hedges to Earnings	—		—		7			—			7
Unrealized Gain (Loss) on Marketable Securities	—		—		(5		)	—			(5		)
Reclassification of Gain on Marketable Securities to Earnings	—		—		(3		)	—			(3		)
Total Other Comprehensive Income (Loss), Net of Tax	—		—		(28		)	—			(28		)
Total Comprehensive Income (Loss)	$	1,158	$	1,389	$	562		$	(1,979	)	$	1,130

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2015
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	11,475		$	3,570		$	(2,891	)	$	12,154
Costs of Goods Sold, Buying and Occupancy	—			(6,843		)	(2,858		)	2,751			(6,950		)
Gross Profit	—			4,632			712			(140		)	5,204
General, Administrative and Store Operating Expenses	(12		)	(2,688		)	(440		)	128			(3,012		)
Operating Income (Loss)	(12		)	1,944			272			(12		)	2,192
Interest Expense	(334		)	(38		)	(9		)	47			(334		)
Other Income (Loss)	—			5			71			—			76
Income (Loss) Before Income Taxes	(346		)	1,911			334			35			1,934
Provision (Benefit) for Income Taxes	(2		)	478			205			—			681
Equity in Earnings, Net of Tax	1,597			94			348			(2,039		)	—
Net Income (Loss)	$	1,253		$	1,527		$	477		$	(2,004	)	$	1,253

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2015
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	1,253	$	1,527	$	477		$	(2,004	)	$	1,253
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		(23		)	—			(23		)
Unrealized Gain (Loss) on Cash Flow Hedges	—		—		6			—			6
Reclassification of Cash Flow Hedges to Earnings	—		—		14			—			14
Unrealized Gain (Loss) on Marketable Securities	—		—		8			—			8
Total Other Comprehensive Income (Loss), Net of Tax	—		—		5			—			5
Total Comprehensive Income (Loss)	$	1,253	$	1,527	$	482		$	(2,004	)	$	1,258

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2017
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(462	)	$	1,414		$	454		$	—	$	1,406
Investing Activities:
Capital Expenditures	—			(495		)	(212		)	—		(707		)
Return of Capital from Easton Investments	—			—			29			—		29
Purchase of Marketable Securities	—			—			(10		)	—		(10		)
Other Investing Activities	—			(1		)	(9		)	—		(10		)
Net Cash Provided by (Used for) Investing Activities	—			(496		)	(202		)	—		(698		)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	495			—			—			—		495
Payment of Long-term Debt	(540		)	—			—			—		(540		)
Borrowings from Foreign Facilities	—			—			96			—		96
Repayments of Foreign Facilities	—			—			(44		)	—		(44		)
Dividends Paid	(686		)	—			—			—		(686		)
Repurchases of Common Stock	(446		)	—			—			—		(446		)
Tax Payments related to Share-based Awards	(32		)	—			—			—		(32		)
Net Financing Activities and Advances to/from Consolidated Affiliates	1,638			(1,313		)	(325		)	—		—
Proceeds From Exercise of Stock Options	38			—			—			—		38
Financing Costs	(5		)	—			—			—		(5		)
Other Financing Activities	—			(3		)	—			—		(3		)
Net Cash Provided by (Used for) Financing Activities	462			(1,316		)	(273		)	—		(1,127		)
Effects of Exchange Rate Changes on Cash	—			—			—			—		—
Net Increase (Decrease) in Cash and Cash Equivalents	—			(398		)	(21		)	—		(419		)
Cash and Cash Equivalents, Beginning of Year	—			1,562			372			—		1,934
Cash and Cash Equivalents, End of Year	$	—		$	1,164		$	351		$	—	$	1,515

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2016
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(404	)	$	1,885		$	509		$	—	$	1,990
Investing Activities:
Capital Expenditures	—			(705		)	(285		)	—		(990		)
Return of Capital from Easton Investments	—			—			119			—		119
Proceeds from Sale of Assets	—			—			53			—		53
Proceeds from Sale of Marketable Securities	—			—			10			—		10
Acquisition, Net of Cash Acquired of $1	—			—			(33		)	—		(33		)
Other Investing Activities	—			(2		)	10			—		8
Net Cash Provided by (Used for) Investing Activities	—			(707		)	(126		)	—		(833		)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	692			—			—			—		692
Payment of Long-term Debt	(742		)	—			—			—		(742		)
Borrowings from Foreign Facilities	—			—			35			—		35
Repayments of Foreign Facilities	—			—			(6		)	—		(6		)
Dividends Paid	(1,268		)	—			—			—		(1,268		)
Repurchases of Common Stock	(435		)	—			—			—		(435		)
Tax Payments related to Share-based Awards	(58		)	—			—			—		(58		)
Net Financing Activities and Advances to/from Consolidated Affiliates	2,195			(1,803		)	(392		)	—		—
Proceeds From Exercise of Stock Options	20			—			—			—		20
Other Financing Activities	—			(3		)	—			—		(3		)
Net Cash Provided by (Used for) Financing Activities	404			(1,806		)	(363		)	—		(1,765		)
Effects of Exchange Rate Changes on Cash	—			—			(6		)	—		(6		)
Net Increase (Decrease) in Cash and Cash Equivalents	—			(628		)	14			—		(614		)
Cash and Cash Equivalents, Beginning of Year	—			2,190			358			—		2,548
Cash and Cash Equivalents, End of Year	$	—		$	1,562		$	372		$	—	$	1,934

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(in millions)



	2015
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(234	)	$	1,897		$	364		$	—	$	2,027
Investing Activities:
Capital Expenditures	—			(506		)	(221		)	—		(727		)
Return of Capital from Easton Investments	—			—			9			—		9
Purchases of Marketable Securities	—			(50		)	(10		)	—		(60		)
Proceeds from Sale of Assets	—			—			196			—		196
Proceeds from Sale of Marketable Securities	—			50			—			—		50
Proceeds from Divestiture of Third-party Apparel Sourcing Business	—			1			84			—		85
Other Investing Activities	—			—			4			—		4
Net Cash Provided by (Used for) Investing Activities	—			(505		)	62			—		(443		)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	988			—			—			—		988
Borrowings from Foreign Facilities	—			—			7			—		7
Dividends Paid	(1,171		)	—			—			—		(1,171		)
Repurchases of Common Stock	(483		)	—			—			—		(483		)
Tax Payments related to Share-based Awards	(88		)	—			—			—		(88		)
Net Financing Activities and Advances to/from Consolidated Affiliates	955			(662		)	(293		)	—		—
Proceeds From Exercise of Stock Options	33			—			—			—		33
Other Financing Activities	—			(2		)	—			—		(2		)
Net Cash Provided by (Used for) Financing Activities	234			(664		)	(286		)	—		(716		)
Effects of Exchange Rate Changes on Cash	—			—			(1		)	—		(1		)
Net Increase (Decrease) in Cash and Cash Equivalents	—			728			139			—		867
Cash and Cash Equivalents, Beginning of Year	—			1,462			219			—		1,681
Cash and Cash Equivalents, End of Year	$	—		$	2,190		$	358		$	—	$	2,548