Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes, 2021 Notes, 2022 Notes, 2023 Notes and 2035 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 January 30, 2016 and January 31, 2015 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the years ended January 30, 2016, January 31, 2015 and February 1, 2014. 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 for all periods presented 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)



	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)



	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
Other	—			146			84			—			230
Total Current Assets	1			2,724			474			—			3,199
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		)	—
Deferred Income Taxes	—			9			15			—			24
Other Assets	145			30			682			(610		)	247
Total Assets	$	4,781		$	19,880		$	3,468		$	(20,653	)	$	7,476
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		)	(62		)	302			—			236
Long-term Debt	4,722			597			—			(597		)	4,722
Other Long-term Liabilities	—			609			224			(13		)	820
Total Equity (Deficit)	(16		)	17,758			2,320			(20,043		)	19
Total Liabilities and Equity (Deficit)	$	4,781		$	19,880		$	3,468		$	(20,653	)	$	7,476

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	—			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:
Reclassification of Cash Flow Hedges to Earnings	—		—		14			—			14
Foreign Currency Translation	—		—		(23		)	—			(23		)
Unrealized Gain on Cash Flow Hedges	—		—		6			—			6
Unrealized Gain on Marketable Securities	—		—		8			—			8
Total Other Comprehensive Income (Loss), Net of Tax	—		—		5			—			5
Total Comprehensive Income	$	1,253	$	1,527	$	482		$	(2,004	)	$	1,258

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	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	—			—			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 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	$	(322	)	$	1,835		$	356		$	—	$	1,869
Investing Activities:
Capital Expenditures	—			(506		)	(221		)	—		(727		)
Proceeds from 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
Purchases of Marketable Securities	—			(50		)	(10		)	—		(60		)
Other Investing Activities	—			—			13			—		13
Net Cash Used for Investing Activities	—			(505		)	62			—		(443		)
Financing Activities:
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs	988			—			—			—		988
Borrowings from Revolving Facilities	—			—			7			—		7
Repurchase of Common Stock	(483		)	—			—			—		(483		)
Dividends Paid	(1,171		)	—			—			—		(1,171		)
Excess Tax Benefits from Share-based Compensation	—			62			8			—		70
Net Financing Activities and Advances to/from Consolidated Affiliates	955			(662		)	(293		)	—		—
Proceeds From Exercise of Stock Options	33			—			—			—		33
Financing Costs and Other	—			(2		)	—			—		(2		)
Net Cash Provided by (Used for) Financing Activities	322			(602		)	(278		)	—		(558		)
Effects of Exchange Rate Changes on Cash	—			—			(1		)	—		(1		)
Net Increase 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

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 Facilities	—			—			5			—		5
Repayments on Revolving Facilities	—			—			(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	35			—			—			—		35
Financing Costs and Other	(6		)	—			—			—		(6		)
Net Cash Provided by (Used for) Financing Activities	333			(1,081		)	(171		)	—		(919		)
Effects of Exchange Rate Changes on Cash	—			—			(6		)	—		(6		)
Net Increase (Decrease) 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 Issuance of Long-term Debt, Net of Issuance Costs	495			—			—			—		495
Borrowings from Revolving Facilities	290			—			—			—		290
Repayments on Revolving Facilities	(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	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