Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information The Company’s 2021 Notes, 2022 Notes, 2023 Notes, 2027 Notes, 2028 Notes, 2029 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 November 2, 2019 , February 2, 2019 and November 3, 2018 and the Condensed Consolidating Statements of Income (Loss), Comprehensive Income (Loss) and Cash Flows for the periods ended November 2, 2019 and November 3, 2018 . L BRANDS, INC. CONDENSED CONSOLIDATING BALANCE SHEET (in millions) (Unaudited) November 2, 2019 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. ASSETS Current Assets: Cash and Cash Equivalents $ — $ 186 $ 154 $ — $ 340 Accounts Receivable, Net — 191 104 — 295 Inventories — 1,864 168 — 2,032 Other 9 53 197 — 259 Total Current Assets 9 2,294 623 — 2,926 Property and Equipment, Net — 1,823 748 — 2,571 Operating Lease Assets — 2,587 543 — 3,130 Goodwill — 1,318 — — 1,318 Trade Names — 411 — — 411 Net Investments in and Advances to/from Consolidated Affiliates 4,095 20,095 2,835 (27,025 ) — Deferred Income Taxes — 9 54 — 63 Other Assets 130 10 700 (629 ) 211 Total Assets $ 4,234 $ 28,547 $ 5,503 $ (27,654 ) $ 10,630 LIABILITIES AND EQUITY (DEFICIT) Current Liabilities: Accounts Payable $ 1 $ 576 $ 447 $ — $ 1,024 Accrued Expenses and Other 69 587 324 — 980 Current Debt — — 75 — 75 Current Operating Lease Liabilities — 377 83 — 460 Income Taxes — — 4 — 4 Total Current Liabilities 70 1,540 933 — 2,543 Deferred Income Taxes 1 (41 ) 286 — 246 Long-term Debt 5,392 615 85 (615 ) 5,477 Long-term Operating Lease Liabilities — 2,579 529 — 3,108 Other Long-term Liabilities 62 397 49 (14 ) 494 Total Equity (Deficit) (1,291 ) 23,457 3,621 (27,025 ) (1,238 ) Total Liabilities and Equity (Deficit) $ 4,234 $ 28,547 $ 5,503 $ (27,654 ) $ 10,630 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) (Unaudited) November 3, 2018 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. ASSETS Current Assets: Cash and Cash Equivalents $ — $ 167 $ 181 $ — $ 348 Accounts Receivable, Net — 212 109 — 321 Inventories — 1,700 263 — 1,963 Other 15 165 121 — 301 Total Current Assets 15 2,244 674 — 2,933 Property and Equipment, Net — 2,019 915 — 2,934 Goodwill — 1,318 30 — 1,348 Trade Names — 411 — — 411 Net Investments in and Advances to/from Consolidated Affiliates 4,396 19,442 2,386 (26,224 ) — Deferred Income Taxes — 9 11 — 20 Other Assets 127 14 683 (641 ) 183 Total Assets $ 4,538 $ 25,457 $ 4,699 $ (26,865 ) $ 7,829 LIABILITIES AND EQUITY (DEFICIT) Current Liabilities: Accounts Payable $ — $ 585 $ 475 $ — $ 1,060 Accrued Expenses and Other 62 583 373 — 1,018 Current Debt — — 56 — 56 Income Taxes — — 8 — 8 Total Current Liabilities 62 1,168 912 — 2,142 Deferred Income Taxes (2 ) (43 ) 279 — 234 Long-term Debt 5,743 627 71 (627 ) 5,814 Other Long-term Liabilities 58 810 97 (14 ) 951 Total Equity (Deficit) (1,323 ) 22,895 3,340 (26,224 ) (1,312 ) Total Liabilities and Equity (Deficit) $ 4,538 $ 25,457 $ 4,699 $ (26,865 ) $ 7,829 L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) (in millions) (Unaudited) Third Quarter 2019 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Sales $ — $ 2,583 $ 887 $ (793 ) $ 2,677 Costs of Goods Sold, Buying and Occupancy — (1,761 ) (887 ) 712 (1,936 ) Gross Profit — 822 — (81 ) 741 General, Administrative and Store Operating Expenses (1 ) (831 ) (118 ) 58 (892 ) Operating Income (Loss) (1 ) (9 ) (118 ) (23 ) (151 ) Interest Expense (90 ) (23 ) (2 ) 23 (92 ) Other Income (Loss) — (16 ) (18 ) — (34 ) Income (Loss) Before Income Taxes (91 ) (48 ) (138 ) — (277 ) Provision (Benefit) for Income Taxes — (4 ) (21 ) — (25 ) Equity in Earnings (Loss), Net of Tax (161 ) (176 ) (55 ) 392 — Net Income (Loss) $ (252 ) $ (220 ) $ (172 ) $ 392 $ (252 ) L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in millions) (Unaudited) Third Quarter 2019 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Income (Loss) $ (252 ) $ (220 ) $ (172 ) $ 392 $ (252 ) Other Comprehensive Income (Loss), Net of Tax: Foreign Currency Translation — — 6 — 6 Unrealized Gain (Loss) on Cash Flow Hedges — — (2 ) — (2 ) Total Other Comprehensive Income (Loss), Net of Tax — — 4 — 4 Total Comprehensive Income (Loss) $ (252 ) $ (220 ) $ (168 ) $ 392 $ (248 ) L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) (in millions) (Unaudited) Third Quarter 2018 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Sales $ — $ 2,644 $ 965 $ (834 ) $ 2,775 Costs of Goods Sold, Buying and Occupancy — (1,786 ) (838 ) 777 (1,847 ) Gross Profit — 858 127 (57 ) 928 General, Administrative and Store Operating Expenses (2 ) (785 ) (127 ) 40 (874 ) Operating Income (Loss) (2 ) 73 — (17 ) 54 Interest Expense (94 ) (19 ) — 17 (96 ) Other Income (Loss) — 2 (1 ) — 1 Income (Loss) Before Income Taxes (96 ) 56 (1 ) — (41 ) Provision (Benefit) for Income Taxes 1 (1 ) 2 — 2 Equity in Earnings (Loss), Net of Tax 54 (92 ) (103 ) 141 — Net Income (Loss) $ (43 ) $ (35 ) $ (106 ) $ 141 $ (43 ) L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in millions) (Unaudited) Third Quarter 2018 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Income (Loss) $ (43 ) $ (35 ) $ (106 ) $ 141 $ (43 ) Other Comprehensive Income (Loss), Net of Tax: Foreign Currency Translation — — (2 ) — (2 ) Unrealized Gain (Loss) on Cash Flow Hedges — — 1 — 1 Total Other Comprehensive Income (Loss), Net of Tax — — (1 ) — (1 ) Total Comprehensive Income (Loss) $ (43 ) $ (35 ) $ (107 ) $ 141 $ (44 ) L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) (in millions) (Unaudited) Year-to-Date 2019 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Sales $ — $ 7,831 $ 2,407 $ (2,031 ) $ 8,207 Costs of Goods Sold, Buying and Occupancy — (5,275 ) (2,070 ) 1,795 (5,550 ) Gross Profit — 2,556 337 (236 ) 2,657 General, Administrative and Store Operating Expenses (9 ) (2,345 ) (293 ) 167 (2,480 ) Operating Income (Loss) (9 ) 211 44 (69 ) 177 Interest Expense (280 ) (70 ) (5 ) 69 (286 ) Other Income (Loss) (40 ) (5 ) (21 ) — (66 ) Income (Loss) Before Income Taxes (329 ) 136 18 — (175 ) Provision (Benefit) for Income Taxes (8 ) 2 5 — (1 ) Equity in Earnings (Loss), Net of Tax 147 82 80 (309 ) — Net Income (Loss) $ (174 ) $ 216 $ 93 $ (309 ) $ (174 ) L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in millions) (Unaudited) Year-to-Date 2019 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Income (Loss) $ (174 ) $ 216 $ 93 $ (309 ) $ (174 ) Other Comprehensive Income (Loss), Net of Tax: Foreign Currency Translation — — (5 ) — (5 ) Unrealized Gain (Loss) on Cash Flow Hedges — — 2 — 2 Reclassification of Cash Flow Hedges to Earnings — — (3 ) — (3 ) Total Other Comprehensive Income (Loss), Net of Tax — — (6 ) — (6 ) Total Comprehensive Income (Loss) $ (174 ) $ 216 $ 87 $ (309 ) $ (180 ) L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) (in millions) (Unaudited) Year-to-Date 2018 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Sales $ — $ 7,907 $ 2,555 $ (2,077 ) $ 8,385 Costs of Goods Sold, Buying and Occupancy — (5,243 ) (2,157 ) 1,946 (5,454 ) Gross Profit — 2,664 398 (131 ) 2,931 General, Administrative and Store Operating Expenses (8 ) (2,228 ) (354 ) 96 (2,494 ) Operating Income (Loss) (8 ) 436 44 (35 ) 437 Interest Expense (288 ) (37 ) (5 ) 38 (292 ) Other Income (Loss) — 8 (7 ) — 1 Income (Loss) Before Income Taxes (296 ) 407 32 3 146 Provision (Benefit) for Income Taxes (1 ) 32 11 — 42 Equity in Earnings (Loss), Net of Tax 399 340 294 (1,033 ) — Net Income (Loss) $ 104 $ 715 $ 315 $ (1,030 ) $ 104 L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (in millions) (Unaudited) Year-to-Date 2018 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Income (Loss) $ 104 $ 715 $ 315 $ (1,030 ) $ 104 Other Comprehensive Income (Loss), Net of Tax: Foreign Currency Translation — — (24 ) — (24 ) Unrealized Gain (Loss) on Cash Flow Hedges — — 10 — 10 Reclassification of Cash Flow Hedges to Earnings — — 3 — 3 Total Other Comprehensive Income (Loss), Net of Tax — — (11 ) — (11 ) Total Comprehensive Income (Loss) $ 104 $ 715 $ 304 $ (1,030 ) $ 93 L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (in millions) (Unaudited) Year-to-Date 2019 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Cash Provided by (Used for) Operating Activities $ (345 ) $ (377 ) $ 632 $ — $ (90 ) Investing Activities: Capital Expenditures — (245 ) (147 ) — (392 ) Net Investments in Consolidated Affiliates — — (137 ) 137 — Other Investing Activities — 12 (28 ) — (16 ) Net Cash Provided by (Used for) Investing Activities — (233 ) (312 ) 137 (408 ) Financing Activities: Proceeds from Issuance of Long-term Debt, Net of Issuance Costs 486 — — — 486 Payments of Long-term Debt (799 ) — — — (799 ) Borrowings from Foreign Facilities — — 36 — 36 Repayments of Foreign Facilities — — (21 ) — (21 ) Dividends Paid (249 ) — — — (249 ) Tax Payments related to Share-based Awards (12 ) — — — (12 ) Financing Costs and Other (6 ) (5 ) — — (11 ) Net Financing Activities and Advances to/from Consolidated Affiliates 925 (196 ) (592 ) (137 ) — Net Cash Provided by (Used for) Financing Activities 345 (201 ) (577 ) (137 ) (570 ) Effects of Exchange Rate Changes on Cash and Cash Equivalents — — (5 ) — (5 ) Net Increase (Decrease) in Cash and Cash Equivalents — (811 ) (262 ) — (1,073 ) Cash and Cash Equivalents, Beginning of Period — 997 416 — 1,413 Cash and Cash Equivalents, End of Period $ — $ 186 $ 154 $ — $ 340 L BRANDS, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (in millions) (Unaudited) Year-to-Date 2018 L Brands, Inc. Guarantor Subsidiaries Non- guarantor Subsidiaries Eliminations Consolidated L Brands, Inc. Net Cash Provided by (Used for) Operating Activities $ (361 ) $ 295 $ 79 $ — $ 13 Investing Activities: Capital Expenditures — (367 ) (194 ) — (561 ) Net Investments in Consolidated Affiliates — — (181 ) 181 — Other Investing Activities — 6 17 — 23 Net Cash Provided by (Used for) Investing Activities — (361 ) (358 ) 181 (538 ) Financing Activities: Payments of Long-term Debt (52 ) — — — (52 ) Borrowing from Secured Revolving Facility 85 — — — 85 Borrowings from Foreign Facilities — — 110 — 110 Repayments of Foreign Facilities — — (71 ) — (71 ) Dividends Paid (500 ) — — — (500 ) Repurchases of Common Stock (198 ) — — — (198 ) Tax Payments related to Share-based Awards (13 ) — — — (13 ) Financing Costs and Other (2 ) (2 ) — — (4 ) Net Financing Activities and Advances to/from Consolidated Affiliates 1,041 (929 ) 69 (181 ) — Net Cash Provided by (Used for) Financing Activities 361 (931 ) 108 (181 ) (643 ) Effects of Exchange Rate Changes on Cash and Cash Equivalents — — 1 — 1 Net Increase (Decrease) in Cash and Cash Equivalents — (997 ) (170 ) — (1,167 ) Cash and Cash Equivalents, Beginning of Period — 1,164 351 — 1,515 Cash and Cash Equivalents, End of Period $ — $ 167 $ 181 $ — $ 348 |