Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes and 2021 Notes are jointly and severally guaranteed on a full and unconditional basis by certain of the Company’s wholly 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 October 29, 2011, January 29, 2011 and October 30, 2010, the Condensed Consolidating Statements of Income for the third quarter and year-to-date periods ended October 29, 2011 and October 30, 2010 and the Condensed Consolidating Statements of Cash Flows for the year-to-date periods ended October 29, 2011 and October 30, 2010.

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)



	October 29, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	89	$	409		$	—		$	498
Accounts Receivable, Net	1			238		59			—			298
Inventories	—			1,274		264			(1		)	1,537
Deferred Income Taxes	—			31		(1		)	—			30
Other	—			152		101			—			253
Total Current Assets	1			1,784		832			(1		)	2,616
Property and Equipment, Net	—			928		733			—			1,661
Goodwill	—			1,318		134			—			1,452
Trade Names and Other Intangible Assets, Net	—			411		179			—			590
Net Investments in and Advances to/from Consolidated Affiliates	3,930			16,363		3,124			(23,417		)	—
Other Assets	198			45		628			(673		)	198
Total Assets	$	4,129		$	20,849	$	5,630		$	(24,091	)	$	6,517
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	2		$	389	$	409		$	—		$	800
Accrued Expenses and Other	67			386		247			—			700
Income Taxes	—			—		4			—			4
Total Current Liabilities	69			775		660			—			1,504
Deferred Income Taxes	(5		)	39		186			—			220
Long-term Debt	3,536			659		(6		)	(653		)	3,536
Other Long-term Liabilities	8			554		187			(13		)	736
Total Equity	521			18,822		4,603			(23,425		)	521
Total Liabilities and Equity	$	4,129		$	20,849	$	5,630		$	(24,091	)	$	6,517

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)



	January 29, 2011
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	701	$	429	$	—		$	1,130
Accounts Receivable, Net	1			189		42		—			232
Inventories	—			830		202		—			1,032
Deferred Income Taxes	—			30		5		—			35
Other	—			117		47		(1		)	163
Total Current Assets	1			1,867		725		(1		)	2,592
Property and Equipment, Net	—			936		674		—			1,610
Goodwill	—			1,318		133		—			1,451
Trade Names and Other Intangible Assets, Net	—			411		181		—			592
Net Investments in and Advances to/from Consolidated Affiliates	11,835			28,045		14,486		(54,366		)	—
Other Assets	176			55		645		(670		)	206
Total Assets	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	—		$	312	$	233	$	—		$	545
Accrued Expenses and Other	29			420		316		—			765
Income Taxes	(3		)	167		30		—			194
Total Current Liabilities	26			899		579		—			1,504
Deferred Income Taxes	(6		)	28		180		—			202
Long-term Debt	2,507			608		47		(655		)	2,507
Other Long-term Liabilities	12			576		188		(15		)	761
Total Equity	9,473			30,521		15,850		(54,367		)	1,477
Total Liabilities and Equity	$	12,012		$	32,632	$	16,844	$	(55,037	)	$	6,451

LIMITED BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions)

(Unaudited)



	October 30, 2010
	Limited Brands, Inc.			Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	567	$	421		$	—		$	988
Accounts Receivable, Net	3			203		41			—			247
Inventories	—			1,243		213			—			1,456
Deferred Income Taxes	—			36		(1		)	—			35
Other	8			134		113			—			255
Total Current Assets	11			2,183		787			—			2,981
Property and Equipment, Net	—			984		649			—			1,633
Goodwill	—			1,318		130			—			1,448
Trade Names and Other Intangible Assets, Net	—			418		179			—			597
Net Investments in and Advances to/from Consolidated Affiliates	11,929			12,975		6,199			(31,103		)	—
Other Assets	71			88		778			(705		)	232
Total Assets	$	12,011		$	17,966	$	8,722		$	(31,808	)	$	6,891
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	—		$	441	$	246		$	—		$	687
Accrued Expenses and Other	65			357		255			—			677
Income Taxes	—			—		8			—			8
Total Current Liabilities	65			798		509			—			1,372
Deferred Income Taxes	(8		)	36		191			—			219
Long-term Debt	2,519			609		82			(691		)	2,519
Other Long-term Liabilities	13			562		176			(14		)	737
Total Equity	9,422			15,961		7,764			(31,103		)	2,044
Total Liabilities and Equity	$	12,011		$	17,966	$	8,722		$	(31,808	)	$	6,891

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)



	Third Quarter 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	2,022		$	876		$	(724	)	$	2,174
Costs of Goods Sold, Buying and Occupancy	—			(1,328		)	(758		)	697			(1,389		)
Gross Profit	—			694			118			(27		)	785
General, Administrative and Store Operating Expenses	(1		)	(545		)	(79		)	26			(599		)
Operating Income (Loss)	(1		)	149			39			(1		)	186
Interest Expense	(64		)	(6		)	(3		)	9			(64		)
Other Income (Expense)	—			5			(1		)	(4		)	—
Income (Loss) Before Income Taxes	(65		)	148			35			4			122
Provision (Benefit) for Income Taxes	—			37			(9		)	—			28
Equity in Earnings, Net of Tax	159			(62		)	4			(101		)	—
Net Income (Loss)	$	94		$	49		$	48		$	(97	)	$	94

	Third Quarter 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	1,858		$	630		$	(505	)	$	1,983
Costs of Goods Sold, Buying and Occupancy	—			(1,216		)	(525		)	472			(1,269		)
Gross Profit	—			642			105			(33		)	714
General, Administrative and Store Operating Expenses	(1		)	(528		)	(71		)	35			(565		)
Operating Income (Loss)	(1		)	114			34			2			149
Interest Expense	(48		)	—			(3		)	3			(48		)
Other Income (Expense)	(1		)	4			(1		)	(2		)	—
Income (Loss) Before Income Taxes	(50		)	118			30			3			101
Provision (Benefit) for Income Taxes	—			48			(8		)	—			40
Equity in Earnings, Net of Tax	111			172			(1		)	(282		)	—
Net Income (Loss)	$	61		$	242		$	37		$	(279	)	$	61

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

(Unaudited)



	Year-To-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	6,337		$	2,443		$	(1,931	)	$	6,849
Costs of Goods Sold, Buying and Occupancy	—			(4,058		)	(2,108		)	1,847			(4,319		)
Gross Profit	—			2,279			335			(84		)	2,530
General, Administrative and Store Operating Expenses	(5		)	(1,610		)	(405		)	87			(1,933		)
Operating Income (Loss)	(5		)	669			(70		)	3			597
Interest Expense	(183		)	(15		)	(9		)	24			(183		)
Other Income (Expense)	—			12			231			(10		)	233
Income (Loss) Before Income Taxes	(188		)	666			152			17			647
Provision (Benefit) for Income Taxes	—			119			37			—			156
Equity in Earnings, Net of Tax	679			346			153			(1,178		)	—
Net Income (Loss)	$	491		$	893		$	268		$	(1,161	)	$	491

	Year-To-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Sales	$	—		$	5,803		$	1,757		$	(1,403	)	$	6,157
Costs of Goods Sold, Buying and Occupancy	—			(3,813		)	(1,471		)	1,313			(3,971		)
Gross Profit	—			1,990			286			(90		)	2,186
General, Administrative and Store Operating Expenses	(3		)	(1,521		)	(194		)	102			(1,616		)
Operating Income (Loss)	(3		)	469			92			12			570
Interest Expense	(159		)	—			(9		)	8			(160		)
Other Income (Expense)	(26		)	10			144			(6		)	122
Income (Loss) Before Income Taxes	(188		)	479			227			14			532
Provision (Benefit) for Income Taxes	(9		)	145			44			—			180
Equity in Earnings, Net of Tax	531			433			(32		)	(932		)	—
Net Income (Loss)	$	352		$	767		$	151		$	(918	)	$	352

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)



	Year-To-Date 2011
	Limited Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(159	)	$	35		$	218		$	—		$	94
Investing Activities:
Capital Expenditures	—			(174		)	(164		)	—			(338		)
Proceeds from Sale of Express Common Stock	—			—			99			—			99
Net Investments in Consolidated Affiliates	—			—			(62		)	62			—
Net Cash Provided by (Used for) Investing Activities	—			(174		)	(127		)	62			(239		)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	981			—			—			—			981
Financing Costs	(7		)	—			—			—			(7		)
Repurchase of Common Stock	(1,073		)	—			—			—			(1,073		)
Dividends Paid	(491		)	—			—			—			(491		)
Excess Tax Benefits from Share-based Compensation	—			32			8			—			40
Net Financing Activities and Advances to/from Consolidated Affiliates	688			(505		)	(121		)	(62		)	—
Proceeds from Exercise of Stock Options and Other	61			—			—			—			61
Net Cash Provided by (Used for) Financing Activities	159			(473		)	(113		)	(62		)	(489		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	—			—			2			—			2
Net Decrease in Cash and Cash Equivalents	—			(612		)	(20		)	—			(632		)
Cash and Cash Equivalents, Beginning of Period	—			701			429			—			1,130
Cash and Cash Equivalents, End of Period	$	—		$	89		$	409		$	—		$	498

LIMITED BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)



	Year-To-Date 2010
	Limited Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated Limited Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(151	)	$	102		$	130		$	—	$	81
Investing Activities:
Capital Expenditures	—			(116		)	(81		)	—		(197		)
Return of Capital from Express	—			—			49			—		49
Return of Capital from Limited Stores	—			—			7			—		7
Proceeds from Divestiture of Limited Stores	—			—			32			—		32
Proceeds from Express Initial Public Offering	—			—			20			—		20
Other Investing Activities	—			—			4			—		4
Net Cash Provided by (Used for) Investing Activities	—			(116		)	31			—		(85		)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	390			—			—			—		390
Payment of Long-term Debt	(645		)	—			—			—		(645		)
Financing Costs	(14		)	—			—			—		(14		)
Repurchase of Common Stock	(147		)	—			—			—		(147		)
Dividends Paid	(471		)	—			—			—		(471		)
Excess Tax Benefits from Share-based Compensation	—			10			2			—		12
Net Financing Activities and Advances to/from Consolidated Affiliates	978			(870		)	(108		)	—		—
Proceeds from Exercise of Stock Options and Other	60			—			—			—		60
Net Cash Provided by (Used for) Financing Activities	151			(860		)	(106		)	—		(815		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	—			—			3			—		3
Net Increase (Decrease) in Cash and Cash Equivalents	—			(874		)	58			—		(816		)
Cash and Cash Equivalents, Beginning of Period	—			1,441			363			—		1,804
Cash and Cash Equivalents, End of Period	$	—		$	567		$	421		$	—	$	988