Supplemental Guarantor Financial Information

The Company’s 2020 Notes, 2021 Notes, 2022 Notes, 2023 Notes, 2027 Notes, 2028 Notes, 2035 Notes, 2036 Notes, Secured Revolving Facility and Secured 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 2, 2019 and February 3, 2018 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the years ended February 2, 2019, February 3, 2018 and January 28, 2017.

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

(in millions)



	February 2, 2019
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	997		$	416	$	—		$	1,413
Accounts Receivable, Net	—			241			126		—			367
Inventories	—			1,093			155		—			1,248
Other	—			139			93		—			232
Total Current Assets	—			2,470			790		—			3,260
Property and Equipment, Net	—			1,922			896		—			2,818
Goodwill	—			1,318			30		—			1,348
Trade Names	—			411			—		—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,755			19,737			2,047		(26,539		)	—
Deferred Income Taxes	—			9			53		—			62
Other Assets	127			15			670		(621		)	191
Total Assets	$	4,882		$	25,882		$	4,486	$	(27,160	)	$	8,090
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	—		$	363		$	348	$	—		$	711
Accrued Expenses and Other	92			597			393		—			1,082
Current Debt	—			—			72		—			72
Income Taxes	(7		)	100			28		—			121
Total Current Liabilities	85			1,060			841		—			1,986
Deferred Income Taxes	1			(44		)	269		—			226
Long-term Debt	5,661			606			79		(607		)	5,739
Other Long-term Liabilities	59			852			107		(14		)	1,004
Total Equity (Deficit)	(924		)	23,408			3,190		(26,539		)	(865		)
Total Liabilities and Equity (Deficit)	$	4,882		$	25,882		$	4,486	$	(27,160	)	$	8,090

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	4,973			18,298			2,106		(25,377		)	—
Deferred Income Taxes	—			10			4		—			14
Other Assets	129			18			654		(611		)	190
Total Assets	$	5,102		$	24,616		$	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	64			774			100		(14		)	924
Total Equity (Deficit)	(775		)	22,239			3,162		(25,377		)	(751		)
Total Liabilities and Equity (Deficit)	$	5,102		$	24,616		$	4,419	$	(25,988	)	$	8,149

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

(in millions)



	2018
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	12,467		$	3,780		$	(3,010	)	$	13,237
Costs of Goods Sold, Buying and Occupancy	—			(8,015		)	(2,996		)	2,673			(8,338		)
Gross Profit	—			4,452			784			(337		)	4,899
General, Administrative and Store Operating Expenses	(9		)	(3,304		)	(482		)	232			(3,563		)
Loss on Divestiture of La Senza	—			(24		)	(75		)	—			(99		)
Operating Income (Loss)	(9		)	1,124			227			(105		)	1,237
Interest Expense	(379		)	(108		)	(6		)	108			(385		)
Other Income (Loss)	—			13			(8		)	—			5
Income (Loss) Before Income Taxes	(388		)	1,029			213			3			857
Provision (Benefit) for Income Taxes	12			100			101			—			213
Equity in Earnings, Net of Tax	1,044			169			353			(1,566		)	—
Net Income (Loss)	$	644		$	1,098		$	465		$	(1,563	)	$	644

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	2018
	L Brands, Inc.		Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	644	$	1,098	$	465		$	(1,563	)	$	644
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	—		—		(20		)	—			(20		)
Reclassification of Foreign Currency Translation to Earnings	—		—		45			—			45
Unrealized Gain (Loss) on Cash Flow Hedges	—		—		10			—			10
Reclassification of Cash Flow Hedges to Earnings	—		—		2			—			2
Total Other Comprehensive Income (Loss), Net of Tax	—		—		37			—			37
Total Comprehensive Income (Loss)	$	644	$	1,098	$	502		$	(1,563	)	$	681

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 CASH FLOWS

(in millions)



	2018
	L Brands, Inc.			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(424	)	$	1,541		$	260		$	—		$	1,377
Investing Activities:
Capital Expenditures	—			(398		)	(231		)	—			(629		)
Return of Capital from Easton Investments	—			—			16			—			16
Net Investments in Consolidated Affiliates	—			—			(21		)	21			—
Other Investing Activities	—			4			—			—			4
Net Cash Provided by (Used for) Investing Activities	—			(394		)	(236		)	21			(609		)
Financing Activities:
Payment of Long-term Debt	(52		)	—			—			—			(52		)
Borrowings from Secured Revolving Facility	92			—			—			—			92
Repayments of Secured Revolving Facility	(92		)	—			—			—			(92		)
Borrowings from Foreign Facilities	—			—			172			—			172
Repayments of Foreign Facilities	—			—			(109		)	—			(109		)
Dividends Paid	(666		)	—			—			—			(666		)
Repurchases of Common Stock	(198		)	—			—			—			(198		)
Tax Payments related to Share-based Awards	(13		)	—			—			—			(13		)
Net Financing Activities and Advances to/from Consolidated Affiliates	1,355			(1,310		)	(24		)	(21		)	—
Proceeds from Exercise of Stock Options	1			—			—			—			1
Financing Costs and Other	(3		)	(4		)	—			—			(7		)
Net Cash Provided by (Used for) Financing Activities	424			(1,314		)	39			(21		)	(872		)
Effects of Exchange Rate Changes on Cash	—			—			2			—			2
Net Increase (Decrease) in Cash and Cash Equivalents	—			(167		)	65			—			(102		)
Cash and Cash Equivalents, Beginning of Year	—			1,164			351			—			1,515
Cash and Cash Equivalents, End of Year	$	—		$	997		$	416		$	—		$	1,413

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	$	(401	)	$	1,353		$	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	1,577			(1,252		)	(325		)	—		—
Proceeds from Exercise of Stock Options	38			—			—			—		38
Financing Costs and Other	(5		)	(3		)	—			—		(8		)
Net Cash Provided by (Used for) Financing Activities	401			(1,255		)	(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
Financing Costs and Other	—			(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