Bath & Body Works, Inc. - Quarter Report: 2015 August (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 1, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-8344

_________________________________

L BRANDS, INC.

(Exact name of registrant as specified in its charter)

_________________________________



Delaware		31-1029810
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Three Limited Parkway Columbus, Ohio		43230
(Address of principal executive offices)		(Zip Code)

(614) 415-7000
(Registrant's Telephone Number, Including Area Code)

_______________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	ý	Accelerated filer	o

Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes o No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Common Stock, $.50 Par Value		Outstanding at August 28, 2015
		290,378,683 Shares

Table of Contents

L BRANDS, INC.

TABLE OF CONTENTS



	Page No.
Part I. Financial Information

Item 1. Financial Statements *

Consolidated Statements of Income for the Thirteen Weeks and Twenty-Six Weeks Ended August 1, 2015 and August 2, 2014 (Unaudited)	3

Consolidated Statements of Comprehensive Income for the Thirteen Weeks and Twenty-Six Weeks Ended August 1, 2015 and August 2, 2014 (Unaudited)	3

Consolidated Balance Sheets as of August 1, 2015 (Unaudited), January 31, 2015 and August 2, 2014 (Unaudited)	4

Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 1, 2015 and August 2, 2014 (Unaudited)	5

Notes to Consolidated Financial Statements (Unaudited)	6

Report of Independent Registered Public Accounting Firm	28

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995	29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3. Quantitative and Qualitative Disclosures About Market Risk	46

Item 4. Controls and Procedures	47

Part II. Other Information	48

Item 1. Legal Proceedings	48

Item 1A. Risk Factors	48

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3. Defaults Upon Senior Securities	48

Item 4. Mine Safety Disclosures	48

Item 5. Other Information	48

Item 6. Exhibits	49

Signature	50



*	The Company's fiscal year ends on the Saturday nearest to January 31. As used herein, “second quarter of 2015” and “second quarter of 2014” refer to the thirteen week periods ending August 1, 2015 and August 2, 2014, respectively. “Year-to-date 2015” and “year-to-date 2014” refer to the twenty-six week periods ending August 1, 2015 and August 2, 2014, respectively.

Table of Contents

PART I—FINANCIAL INFORMATION


Item 1.	FINANCIAL STATEMENTS

L BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions except per share amounts)

(Unaudited)



	Second Quarter						Year-to-Date
	2015			2014			2015			2014
Net Sales	$	2,765		$	2,675		$	5,277		$	5,066
Costs of Goods Sold, Buying and Occupancy	(1,651		)	(1,631		)	(3,107		)	(3,040		)
Gross Profit	1,114			1,044			2,170			2,026
General, Administrative and Store Operating Expenses	(711		)	(668		)	(1,395		)	(1,314		)
Operating Income	403			376			775			712
Interest Expense	(78		)	(82		)	(158		)	(166		)
Other Income (Loss)	(2		)	2			76			5
Income Before Income Taxes	323			296			693			551
Provision for Income Taxes	121			108			240			206
Net Income	$	202		$	188		$	453		$	345
Net Income Per Basic Share	$	0.69		$	0.65		$	1.55		$	1.18
Net Income Per Diluted Share	$	0.68		$	0.63		$	1.52		$	1.16
Dividends Per Share	$	0.50		$	0.34		$	3.00		$	1.68

L BRANDS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Second Quarter						Year-to-Date
	2015			2014			2015			2014
Net Income	$	202		$	188		$	453		$	345
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	(27		)	2			(10		)	8
Foreign Currency Translation	22			(1		)	12			(3		)
Unrealized Gain (Loss) on Cash Flow Hedges	14			(5		)	4			(13		)
Total Other Comprehensive Income (Loss), Net of Tax	9			(4		)	6			(8		)
Total Comprehensive Income	$	211		$	184		$	459		$	337

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

L BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions except per share amounts)



	August 1, 2015			January 31, 2015			August 2, 2014
	(Unaudited)						(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	780		$	1,681		$	1,147
Marketable Securities	50			—			—
Accounts Receivable, Net	257			252			233
Inventories	1,106			1,036			1,075
Deferred Income Taxes	35			33			27
Other	270			230			217
Total Current Assets	2,498			3,232			2,699
Property and Equipment, Net	2,275			2,277			2,164
Goodwill	1,318			1,318			1,318
Trade Names and Other Intangible Assets, Net	411			411			411
Other Assets	302			306			278
Total Assets	$	6,804		$	7,544		$	6,870
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	725		$	613		$	622
Accrued Expenses and Other	840			900			743
Current Portion of Long-term Debt	—			—			214
Income Taxes	5			166			1
Total Current Liabilities	1,570			1,679			1,580
Deferred Income Taxes	273			261			229
Long-term Debt	4,759			4,765			4,758
Other Long-term Liabilities	849			820			806
Shareholders’ Equity (Deficit):
Preferred Stock - $1.00 par value; 10 shares authorized; none issued	—			—			—
Common Stock - $0.50 par value; 1,000 shares authorized; 312, 310 and 309 shares issued; 291, 292 and 292 shares outstanding, respectively	156			155			155
Paid-in Capital	483			427			365
Accumulated Other Comprehensive Income	41			35			32
Retained Earnings (Accumulated Deficit)	(194		)	233			(263		)
Less: Treasury Stock, at Average Cost; 21, 18 and 17 shares, respectively	(1,134		)	(832		)	(793		)
Total L Brands, Inc. Shareholders’ Equity (Deficit)	(648		)	18			(504		)
Noncontrolling Interest	1			1			1
Total Equity (Deficit)	(647		)	19			(503		)
Total Liabilities and Equity (Deficit)	$	6,804		$	7,544		$	6,870

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

L BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)



	Year-to-Date
	2015			2014
Operating Activities:
Net Income	$	453		$	345
Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities:
Depreciation and Amortization of Long-lived Assets	224			219
Amortization of Landlord Allowances	(20		)	(20		)
Deferred Income Taxes	7			19
Share-based Compensation Expense	50			45
Excess Tax Benefits from Share-based Compensation	(61		)	(37		)
Gain on Divestiture of Third-party Apparel Sourcing Business	(78		)	—
Loss on Sale of Assets	3			—
Changes in Assets and Liabilities:
Accounts Receivable	(6		)	11
Inventories	(71		)	91
Accounts Payable, Accrued Expenses and Other	(36		)	(62		)
Income Taxes Payable	(151		)	(187		)
Other Assets and Liabilities	61			22
Net Cash Provided by Operating Activities	375			446
Investing Activities:
Capital Expenditures	(358		)	(349		)
Proceeds from Sale of Assets	135			—
Proceeds from Divestiture of Third-party Apparel Sourcing Business	85			—
Purchase of Marketable Securities	(50		)	—
Other Investing Activities	1			15
Net Cash Used for Investing Activities	(187		)	(334		)
Financing Activities:
Borrowings from Revolving Facility	—			5
Repayments on Revolving Facility	—			(5		)
Repurchase of Common Stock	(295		)	(48		)
Dividends Paid	(880		)	(491		)
Excess Tax Benefits from Share-based Compensation	61			37
Proceeds from Exercise of Stock Options and Other	23			22
Financing Costs	—			(5		)
Net Cash Used for Financing Activities	(1,091		)	(485		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	2			1
Net Decrease in Cash and Cash Equivalents	(901		)	(372		)
Cash and Cash Equivalents, Beginning of Period	1,681			1,519
Cash and Cash Equivalents, End of Period	$	780		$	1,147

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

L BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Basis of Presentation

Description of Business

L Brands, Inc. (“the Company”) operates in the highly competitive specialty retail business. The Company is a specialty retailer of women’s intimate and other apparel, beauty and personal care products and accessories. The Company sells its merchandise through company-owned specialty retail stores in the United States (“U.S.”), Canada and the United Kingdom ("U.K."), which are primarily mall-based, and through its websites and other channels. The Company's other international operations are primarily through franchise, license and wholesale partners. The Company currently operates the following retail brands:


•	Victoria’s Secret


•	Victoria's Secret PINK


•	Bath & Body Works


•	La Senza


•	Henri Bendel

Fiscal Year

The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “second quarter of 2015” and “second quarter of 2014” refer to the thirteen week periods ending August 1, 2015 and August 2, 2014, respectively. "Year-to-date 2015" and "year-to-date 2014" refer to the twenty-six week periods ending August 1, 2015 and August 2, 2014.

Basis of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company’s share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Costs of Goods Sold, Buying and Occupancy on the Consolidated Statements of Income. The Company’s share of net income or loss of all other unconsolidated entities is included in Other Income (Loss) on the Consolidated Statements of Income. The Company’s equity investments are required to be tested for impairment when it is determined there may be an other-than-temporary loss in value.

Interim Financial Statements

The Consolidated Financial Statements as of and for the periods ended August 1, 2015 and August 2, 2014 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company’s 2014 Annual Report on Form 10-K.

In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods.

Seasonality of Business

Due to seasonal variations in the retail industry, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

Concentration of Credit Risk

The Company maintains cash and cash equivalents and derivative contracts with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom the Company transacts and limits the amount of credit exposure with any one entity. Currently, the Company’s investment portfolio is comprised of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, highly rated commercial paper and bank deposits.

The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which the Company grants credit terms in the normal course of business.

Table of Contents

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates, and the Company revises its estimates and assumptions as new information becomes available.

2. New Accounting Pronouncements

Revenue Recognition from Contracts with Customers

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers. This guidance requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be effective beginning in fiscal 2018, with early adoption as of fiscal 2017 permitted. The standard allows for either a full retrospective or a modified retrospective transition method. The Company is currently evaluating the impact of this standard, including the transition method, on its Consolidated Statements of Income and Comprehensive Income, Balance Sheets and Statements of Cash Flows.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This guidance requires companies to recognize debt issuance costs related to recognized debt liabilities in the balance sheet as a direct deduction from the carrying amount of those debt liabilities, consistent with debt discounts. This guidance will be effective beginning in fiscal 2016, and early adoption is permitted. This standard requires retrospective adoption. The Company is finalizing its evaluation of this ASU, including timing of adoption, but expects to record a decrease to Other Assets and Long-term Debt of approximately $35 million upon adoption.

3. Earnings Per Share and Shareholders’ Equity (Deficit)

Earnings Per Share

Earnings per basic share are computed based on the weighted-average number of outstanding common shares. Earnings per diluted share include the weighted-average effect of dilutive options and restricted stock on the weighted-average shares outstanding.

The following table provides shares utilized for the calculation of basic and diluted earnings per share for the second quarter and year-to-date 2015 and 2014:



	Second Quarter				Year-to-Date
	2015		2014		2015		2014
	(in millions)
Weighted-average Common Shares:
Issued Shares	312		309		312		309
Treasury Shares	(21	)	(17	)	(20	)	(17	)
Basic Shares	291		292		292		292
Effect of Dilutive Options and Restricted Stock	6		5		6		5
Diluted Shares	297		297		298		297
Anti-dilutive Options and Awards (a)	1		1		1		1

_______________


(a)	These options and awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Table of Contents

Shareholders’ Equity (Deficit)

Common Stock Repurchases

Under the authority of the Company’s Board of Directors, the Company repurchased shares of its common stock under the following repurchase programs during year-to-date 2015 and 2014:



	Amount Authorized		Shares Repurchased		Amount Repurchased				Average Stock Price of Shares Repurchased within Program
Repurchase Program	Amount Authorized		2015	2014	2015		2014		Average Stock Price of Shares Repurchased within Program
	(in millions)		(in thousands)		(in millions)
June 2015	$	250	624	NA	$	52	NA		$	83.75
February 2015	$	250	2,788	NA	$	250	NA		$	89.45
November 2012	$	250	NA	826	NA		$	45	$	48.52

In June 2015, the Company's Board of Directors approved a new $250 million share repurchase program, which included the $0.6 million remaining under the February 2015 repurchase program.

In February 2015, the Company's Board of Directors approved a $250 million share repurchase program, which included the $91 million remaining under the November 2012 repurchase program.

The June 2015 repurchase program had $198 million remaining as of August 1, 2015. Subsequent to August 1, 2015, the Company repurchased an additional 0.7 million shares of common stock for $61 million under this program.

There were $7 million of share repurchases reflected in Accounts Payable on the August 1, 2015 Consolidated Balance Sheet. There were no share repurchases reflected in Accounts Payable as of January 31, 2015 and August 2, 2014.

Dividends

Under the authority and declaration of the Board of Directors, the Company paid the following dividends during year-to-date 2015 and 2014:



	Ordinary Dividends		Special Dividends		Total Dividends		Total Paid
	(per share)						(in millions)
2015
Second Quarter	$	0.50	$	—	$	0.50	$	146
First Quarter	0.50		2.00		2.50		734
2015 Total	$	1.00	$	2.00	$	3.00	$	880
2014
Second Quarter	$	0.34	$	—	$	0.34	$	99
First Quarter	0.34		1.00		1.34		392
2014 Total	$	0.68	$	1.00	$	1.68	$	491

4. Inventories

The following table provides details of inventories as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015		January 31, 2015		August 2, 2014
	(in millions)
Finished Goods Merchandise	$	963	$	942	$	967
Raw Materials and Merchandise Components	143		94		108
Total Inventories	$	1,106	$	1,036	$	1,075

Inventories are principally valued at the lower of cost, as determined by the weighted-average cost method, or market.

Table of Contents

5. Property and Equipment, Net

The following table provides details of property and equipment, net as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015			January 31, 2015			August 2, 2014
	(in millions)
Property and Equipment, at Cost	$	5,565		$	5,480		$	5,304
Accumulated Depreciation and Amortization	(3,290		)	(3,203		)	(3,140		)
Property and Equipment, Net	$	2,275		$	2,277		$	2,164

Depreciation expense was $113 million and $109 million for the second quarter of 2015 and 2014, respectively. Depreciation expense was $224 million and $219 million for year-to-date 2015 and 2014, respectively.

In July 2015, the Company completed sale and leaseback transactions under noncancellable operating leases of certain assets with a carrying value of $118 million. The proceeds of $118 million from the sale of these assets are included in Proceeds from Sale of Assets within the Investing Activities section of the 2015 Consolidated Statement of Cash Flows. For additional information, see Note 12, "Commitments and Contingencies."

Subsequent to August 1, 2015, the Company completed a sale and leaseback transaction under a noncancellable operating lease of an additional asset with a carrying value of $41 million. The proceeds from the sale of $42 million will be recognized in the third quarter of 2015. For additional information, see Note 12, "Commitments and Contingencies."

6. Equity Investments and Other

Third-party Apparel Sourcing Business

In the first quarter of 2015, the Company divested its remaining ownership interest in its third-party apparel sourcing business to Sycamore Partners. The Company received cash proceeds of $85 million and recognized a pre-tax gain of $78 million (after-tax gain of $69 million). The gain is included in Other Income (Loss) in the year-to-date 2015 Consolidated Statement of Income and the cash proceeds are included in Proceeds from Divestiture of the Third-party Apparel Sourcing Business within the Investing Activities section of the 2015 Consolidated Statement of Cash Flows.

The Company's carrying value for this equity method investment, $8 million as of January 31, 2015 and $5 million as of August 2, 2014, is included in Other Assets on the January 31, 2015 and August 2, 2014 Consolidated Balance Sheets. The Company's share of net income (loss) from this investment was included in Other Income (Loss) on the second quarter and year-to-date 2014 Consolidated Statements of Income.

Easton Investments

The Company has land and other investments in Easton, a 1,300-acre planned community in Columbus, Ohio, that integrates office, hotel, retail, residential and recreational space. These investments totaled $94 million as of August 1, 2015, $101 million as of January 31, 2015 and $100 million as of August 2, 2014 and are recorded in Other Assets on the Consolidated Balance Sheets.

Included in the Company’s Easton investments is an equity interest in Easton Town Center, LLC (“ETC”), an entity that owns and has developed a commercial entertainment and shopping center. The Company’s investment in ETC is accounted for using the equity method of accounting. The Company has a majority financial interest in ETC, but another unaffiliated member manages ETC. Certain significant decisions regarding ETC require the consent of unaffiliated members in addition to the Company.

In July 2015, ETC entered into an interest rate swap with cash settlement due in February 2017. The Company provided a guarantee of payment to the counterparty for amounts owed by ETC, if any, upon settlement if ETC is unable to pay. The Company’s estimated maximum potential loss from this guarantee is $63 million, which was determined primarily based upon estimated fluctuations in future interest rates. The estimated fair value of this guarantee obligation is primarily impacted by the Company's assessment of ETC's ability to pay in addition to estimated fluctuations in future interest rates. The estimated fair value of this guarantee obligation is not significant as of August 1, 2015.

Also included in the Company's Easton investments is an equity interest in Easton Gateway, LLC ("EG"), an entity that owns and is developing a commercial shopping center in the Easton community. The Company has a majority financial interest in EG, but another unaffiliated member manages the activities that most significantly impact the economic performance of EG including leasing, tenant relationships and maintenance of the center. Certain significant decisions regarding EG require the consent of the unaffiliated member in addition to the Company. In April 2014, EG entered into a construction loan for financing related to the development of the commercial shopping center that matures in April 2017. In conjunction with the EG

Table of Contents

loan, the Company, along with the unaffiliated member, provided a guarantee of interest, certain expenses and a completion guarantee on the construction of the commercial shopping center.

The Company has concluded EG is a variable interest entity; however, the Company is not the primary beneficiary as defined in Accounting Standards Codification ("ASC") Topic 810, Consolidation, and, therefore, accounts for its investment in EG using the equity method of accounting. The Company’s investment in EG totaled $32 million as of August 1, 2015, $34 million as of January 31, 2015 and $35 million as of August 2, 2014. The Company’s estimated maximum potential loss from its involvement with EG totaled $42 million as of August 1, 2015. This includes the Company’s equity investment of $32 million and the Company’s estimated maximum potential loss from its guarantees related to EG's construction loan of $10 million. The estimated fair value of these guarantee obligations is not significant as of August 1, 2015.

7. Income Taxes

The provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. The Company’s quarterly effective tax rate does not reflect a benefit associated with losses related to certain foreign subsidiaries.

For the second quarter of 2015, the Company’s effective tax rate was 37.4% compared to 36.4% in the second quarter of 2014. The second quarter 2015 rate was lower than the Company's combined estimated federal and state statutory rate primarily due to foreign earnings taxed at a rate lower than our combined estimated federal and state rate. The second quarter 2014 rate was lower than the Company’s combined estimated federal and state statutory rate primarily due to the resolution of certain tax matters.

For year-to-date 2015, the Company’s effective tax rate was 34.6% compared to 37.4% year-to-date of 2014. The year-to-date 2015 rate was lower than the Company's combined estimated federal and state statutory rate primarily due to the foreign portion of the divestiture of our third-party apparel sourcing business. The year-to-date 2014 rate was lower than the Company’s combined estimated federal and state statutory rate primarily due to the resolution of certain tax matters.

As of August 1, 2015, any unrecognized deferred income tax liability resulting from the Company's undistributed foreign earnings from non-U.S. subsidiaries is not expected to reverse in the foreseeable future; furthermore, the undistributed foreign earnings are permanently reinvested. If the Company elects to distribute these foreign earnings in the future, they could be subject to additional income taxes. Determination of the amount of any unrecognized deferred income tax liability on these undistributed foreign earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs.

Income taxes paid were approximately $182 million and $172 million for the second quarter of 2015 and 2014, respectively. Income taxes paid were approximately $370 million and $369 million for year-to-date 2015 and 2014, respectively.

Table of Contents

8. Long-term Debt

The following table provides the Company’s long-term debt balance as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015		January 31, 2015		August 2, 2014
	(in millions)
Senior Unsecured Debt with Subsidiary Guarantee
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)	$	1,000	$	1,000	$	1,000
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)	1,000		1,000		1,000
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)	500		500		500
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)(a)	499		501		494
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)	400		400		400
Total Senior Unsecured Debt with Subsidiary Guarantee	$	3,399	$	3,401	$	3,394
Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”)(b)	$	711	$	715	$	715
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount (“2033 Notes”)	350		350		350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount (“2037 Notes”)	299		299		299
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount (“2014 Notes”)(c)	—		—		214
Total Senior Unsecured Debt	$	1,360	$	1,364	$	1,578
Total	$	4,759	$	4,765	$	4,972
Current Portion of Long-term Debt	—		—		(214		)
Total Long-term Debt, Net of Current Portion	$	4,759	$	4,765	$	4,758

________________


(a)	The balances include a fair value interest rate hedge adjustment which increased the debt balance by $5 million as of August 1, 2015, $8 million as of January 31, 2015 and $2 million as of August 2, 2014.


(b)	The balances include a fair value interest rate hedge adjustment which increased the debt balance by $11 million as of August 1, 2015, $15 million as of January 31, 2015 and $16 million as of August 2, 2014.


(c)	The outstanding principal balance was $213 million as of August 2, 2014. The total balance includes a fair value interest rate hedge adjustment which increased the debt balance by $1 million as of August 2, 2014.

Repayment of Notes

In November 2014, the Company repaid the remaining $213 million of its 5.25% Senior Unsecured Notes due November 2014 with cash on hand.

Revolving Facility

The Company maintains a secured revolving credit facility (“Revolving Facility”). The Revolving Facility has aggregate availability of $1 billion and expires July 18, 2019. The fees related to committed and unutilized amounts are 0.30% per annum, and the fees related to outstanding letters of credit are 1.50% per annum. In addition, the interest rate on outstanding U.S. dollar borrowings or British pound borrowings is London Interbank Offered Rate (“LIBOR”) plus 1.50% per annum. The interest rate on outstanding Canadian dollar borrowings is Canadian Dollar Offered Rate ("CDOR") plus 1.50% per annum.

The Revolving Facility contains fixed charge coverage and debt to EBITDA financial covenants. The Company is required to maintain a fixed charge coverage ratio of not less than 1.75 to 1.00 and a consolidated debt to consolidated EBITDA ratio not exceeding 4.00 to 1.00 for the most recent four-quarter period. In addition, the Revolving Facility provides that investments and restricted payments may be made, without limitation on amount, if (a) at the time of and after giving effect to such investment or restricted payment, the ratio of consolidated debt to consolidated EBITDA for the most recent four-quarter period is less than 3.00 to 1.00 and (b) no default or event of default exists. As of August 1, 2015, the Company was in compliance with both of its financial covenants, and the ratio of consolidated debt to consolidated EBITDA was less than 3.00 to 1.00.

As of August 1, 2015, there were no borrowings outstanding under the Revolving Facility.

Table of Contents

Letters of Credit

The Revolving Facility supports the Company’s letter of credit program. The Company had $19 million of outstanding letters of credit as of August 1, 2015 that reduce its remaining availability under the Revolving Facility.

Fair Value Interest Rate Swap Arrangements

For information related to the Company’s fair value interest rate swap arrangements, see Note 9, “Derivative Instruments.”

9. Derivative Instruments

Foreign Exchange Risk

The Company has entered into cross-currency swaps related to approximately CAD$270 million of intercompany loans. These swaps mature in January 2016 and January 2018 at the same time as the related loans and are designated as cash flow hedges of foreign currency exchange risk. The swaps mitigate the exposure to fluctuations in the U.S. dollar-Canadian dollar exchange rate related to the Company's Canadian operations. The swaps require the periodic exchange of fixed-rate Canadian dollar interest payments for fixed-rate U.S. dollar interest payments as well as exchange of Canadian dollar and U.S. dollar principal payments upon maturity. Changes in the U.S. dollar-Canadian dollar exchange rate and the related swap settlements result in reclassification of amounts from accumulated other comprehensive income to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans.

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as foreign exchange cash flow hedges as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015		January 31, 2015		August 2, 2014
	(in millions)
Other Long-term Assets	$	25	$	21	$	—
Other Long-term Liabilities	—		—		26

The following table provides a summary of the pre-tax financial statement effect of the gains and losses on the Company’s derivative instruments designated as foreign exchange cash flow hedges for the second quarter and year-to-date 2015 and 2014:



		Second Quarter						Year-to-Date
	Location	2015			2014			2015			2014
		(in millions)
Gain (Loss) Recognized in Other Comprehensive Income	Other Comprehensive Income (Loss)	$	14		$	(5	)	$	4		$	(13	)
(Gain) Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into Other Income (Loss) (a)	Other Income (Loss)	(27		)	2			(10		)	8

________________


(a)	Represents reclassification of amounts from accumulated other comprehensive income to earnings to completely offset foreign currency transaction gains and losses recognized on the intercompany loans. No ineffectiveness was associated with these foreign exchange cash flow hedges.

Interest Rate Risk

Interest Rate Designated Fair Value Hedges

In July 2014, the Company entered into interest rate swap arrangements related to $100 million of the outstanding 2017 Notes and $100 million of the outstanding 2019 Notes. In 2013, the Company entered into interest rate swap arrangements related to $200 million of the outstanding 2017 Notes and $200 million of the outstanding 2019 Notes. The interest rate swap arrangements effectively convert the fixed interest rate on the related debt to a variable interest rate based on LIBOR plus a fixed percentage.

The swap arrangements are designated as fair value hedges. The changes in the fair value of the interest rate swaps have an equal and offsetting impact to the carrying value of the debt on the balance sheet. The differential to be paid or received on the interest rate swap arrangements is accrued and recognized as an adjustment to interest expense.

In the past, the Company had entered into interest rate swap arrangements on the 2014 and 2017 Notes. In 2012, the Company terminated these interest rate designated fair value hedges. The carrying values of these Notes include unamortized hedge settlements which are amortized as a reduction to interest expense through the respective maturity date of the Notes.

Table of Contents

The following table provides a summary of the fair value and balance sheet classification of the derivative financial instruments designated as interest rate fair value hedges as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015		January 31, 2015		August 2, 2014
	(in millions)
Other Assets	$	7	$	12	$	3

10. Fair Value Measurements

The following table provides a summary of the carrying value and estimated fair value of long-term debt as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015		January 31, 2015		August 2, 2014
	(in millions)
Carrying Value	$	4,759	$	4,765	$	4,972
Estimated Fair Value (a)	5,233		5,305		5,443

_______________


(a)	The estimated fair value of the Company’s publicly traded debt is based on reported transaction prices which are considered Level 2 inputs in accordance with ASC Topic 820, Fair Value Measurements and Disclosure. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The authoritative guidance included in ASC Topic 820, establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:


•	Level 1 – Quoted market prices in active markets for identical assets or liabilities.


•	Level 2 – Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.


•	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Table of Contents

The following table provides a summary of assets and liabilities measured in the consolidated financial statements at fair value on a recurring basis as of August 1, 2015, January 31, 2015 and August 2, 2014:



	Level 1		Level 2		Level 3		Total
	(in millions)
As of August 1, 2015
Assets:
Cash and Cash Equivalents	$	780	$	—	$	—	$	780
Marketable Securities	50		—		—		50
Interest Rate Designated Fair Value Hedges	—		7		—		7
Cross-currency Cash Flow Hedges	—		25		—		25
As of January 31, 2015
Assets:
Cash and Cash Equivalents	$	1,681	$	—	$	—	$	1,681
Interest Rate Designated Fair Value Hedges	—		12		—		12
Cross-currency Cash Flow Hedges	—		21		—		21
Liabilities:
Lease Guarantees	—		—		1		1
As of August 2, 2014
Assets:
Cash and Cash Equivalents	$	1,147	$	—	$	—	$	1,147
Interest Rate Designated Fair Value Hedges	—		3		—		3
Liabilities:
Cross-currency Cash Flow Hedges	—		26		—		26
Lease Guarantees	—		—		1		1

The Company's Level 1 fair value measurements use unadjusted quoted prices in active markets for identical assets. In March 2015, the Company invested in marketable securities which consist of U.S. Treasury Bills. These securities are classified as Level 1 fair value measurements as they are traded with sufficient frequency and volume to enable the Company to obtain pricing information on an ongoing basis.

The marketable securities have an original maturity greater than 90 days but less than one year and are classified as available-for-sale. Available-for-sale securities are recorded at fair value, and unrealized holding gains and losses are recorded, net of tax, as a component of accumulated other comprehensive income. Unrealized holding gains were not significant as of August 1, 2015.

The Company’s Level 2 fair value measurements use market approach valuation techniques. The primary inputs to these techniques include benchmark interest rates and foreign currency exchange rates, as applicable to the underlying instruments.

The Company’s Level 3 fair value measurements use income approach valuation techniques. The primary inputs to these techniques include the guaranteed lease payments, residual values, discount rates, as well as the Company’s assessment of the risk of default on guaranteed leases and the assessment of the risk of decline in residual value on the residual value guarantees.

Management believes that the carrying values of accounts receivable, accounts payable and accrued expenses approximate fair value because of their short maturity.

Table of Contents

The following table provides a reconciliation of the Company’s lease guarantees measured at fair value on a recurring basis using unobservable inputs (Level 3) for the second quarter and year-to-date 2015 and 2014:



	Second Quarter				Year-to-Date
	2015		2014		2015			2014
	(in millions)
Beginning Balance	$	—	$	1	$	1		$	1
Change in Estimated Fair Value Reported in Earnings	—		—		(1		)	—
Ending Balance	$	—	$	1	$	—		$	1

The Company’s lease guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of certain businesses. The fair value of these lease guarantees is impacted by economic conditions, probability of rent obligation payments, period of obligation and the discount rate utilized. For additional information, see Note 12, “Commitments and Contingencies.”

11. Comprehensive Income

The following table provides the rollforward of accumulated other comprehensive income for year-to-date 2015:



	Foreign Currency Translation		Cash Flow Hedges			Accumulated Other Comprehensive Income
	(in millions)
Balance as of January 31, 2015	$	51	$	(16	)	$	35
Other Comprehensive Income Before Reclassifications	12		4			16
Amounts Reclassified from Accumulated Other Comprehensive Income	—		(10		)	(10		)
Current-period Other Comprehensive Income (Loss)	12		(6		)	6
Balance as of August 1, 2015	$	63	$	(22	)	$	41

The following table provides the rollforward of accumulated other comprehensive income for year-to-date 2014:



	Foreign Currency Translation			Cash Flow Hedges			Accumulated Other Comprehensive Income
	(in millions)
Balance as of February 1, 2014	$	30		$	10		$	40
Other Comprehensive Income Before Reclassifications	(3		)	(13		)	(16		)
Amounts Reclassified from Accumulated Other Comprehensive Income	—			8			8
Current-period Other Comprehensive Loss	(3		)	(5		)	(8		)
Balance as of August 2, 2014	$	27		$	5		$	32

The components of accumulated other comprehensive income above are presented net of tax as applicable.

The following table provides a summary of the reclassification adjustments out of accumulated other comprehensive income for the second quarter and year-to-date 2015 and 2014:



Details About Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income										Location on Consolidated Statement of Income

	Second Quarter					Year-to-Date
	2015			2014		2015			2014
	(in millions)
Cash Flow Hedges (Gain) Loss	$	(27	)	$	2	$	(10	)	$	8	Other Income (Loss)
	—			—		—			—		Provision for Income Taxes
	$	(27	)	$	2	$	(10	)	$	8	Net Income

Table of Contents

12. Commitments and Contingencies

The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance, regulatory and other matters arising out of the normal course of business. Actions filed against the Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy, securities and other claims, including purported class action lawsuits. Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Guarantees

In connection with the disposition of certain businesses, the Company has remaining guarantees of approximately $18 million related to lease payments of Express, Limited Stores, Dick’s Sporting Goods and New York & Company under the current terms of noncancelable leases expiring at various dates through 2018. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of the businesses. In certain instances, the Company’s guarantee may remain in effect if the term of a lease is extended.

The Company’s guarantees related to Express, Limited Stores and New York & Company require fair value accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") in effect at the time of these divestitures. The guaranteed lease payments related to Express, Limited Stores and New York & Company totaled $7 million as of August 1, 2015, $11 million as of January 31, 2015 and $16 million as of August 2, 2014. The estimated fair value of these guarantee obligations was $300 thousand as of August 1, 2015 and $1 million as of January 31, 2015 and August 2, 2014, and is included in Other Long-term Liabilities on the Consolidated Balance Sheets.

The Company’s guarantees related to Dick’s Sporting Goods are not subject to fair value accounting, but require that a loss be accrued when probable and reasonably estimable based on GAAP in effect at the time of these divestitures. The Company had no liability recorded with respect to any of the guarantee obligations as it concluded that payments under these guarantees were not probable as of August 1, 2015, January 31, 2015 and August 2, 2014.

In connection with the Company's investment in ETC, the Company provided a guarantee of payment to an interest rate swap counterparty for amounts owed by ETC, if any, upon settlement in February 2017. The estimated fair value of this guarantee obligation is not significant as of August 1, 2015. For additional information, see Note 6, "Equity Investments and Other."

In connection with the Company's investment in EG, an entity that owns and is developing a commercial shopping center in the Easton community, the Company, along with an unaffiliated member, provided a guarantee of interest, certain expenses and a completion guarantee on the construction of the commercial shopping center. The estimated fair value of these guarantee obligations is not significant as of August 1, 2015. For additional information, see Note 6, "Equity Investments and Other."

In 2015, in connection with the sale and leaseback under noncancellable operating leases of certain assets, the Company provided residual value guarantees to the lessor if the leased assets cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. The leases expire in 2020, and the total amount of the guarantees is approximately $66 million. The estimated fair value of these guarantee obligations is not significant as of August 1, 2015.

Subsequent to August 1, 2015, the Company completed a sale and leaseback transaction of an additional asset under a non-cancellable operating lease. The Company provided a residual value guarantee of $29 million to the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. The fair value, if any, of the guarantee will be recognized in the third quarter of 2015.

13. Retirement Benefits

The Company sponsors a tax-qualified defined contribution retirement plan and a non-qualified supplemental retirement plan for substantially all of its associates within the U.S. Participation in the tax-qualified plan is available to associates who meet certain age and service requirements. Participation in the non-qualified plan is available to associates who meet certain age, service, job level and compensation requirements.

The qualified plan permits participating associates to elect contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible annual compensation and years of service. Associate contributions and Company matching contributions vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service. Total expense recognized related to the qualified plan was $14 million for the second quarter of 2015 and 2014. Total expense recognized related to the qualified plan was $31 million for year-to-date 2015 and $30 million for year-to-date 2014.

The non-qualified plan is an unfunded plan which provides benefits beyond the Internal Revenue Code limits for qualified defined contribution plans. The plan permits participating associates to elect contributions up to a maximum percentage of

Table of Contents

eligible compensation. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible compensation and years of service. The plan also permits participating associates to defer additional compensation up to a maximum amount which the Company does not match. Associates’ accounts are credited with interest using a rate determined by the Company. Associate contributions and the related interest vest immediately. Company contributions, along with related interest, are subject to vesting based on years of service. Associates may elect in-service distributions for the unmatched additional deferred compensation component only. The remaining vested portion of associates’ accounts in the plan will be distributed upon termination of employment in either a lump sum or in annual installments over a specified period of up to 10 years. Total expense recognized related to the non-qualified plan was $6 million for the second quarter of 2015 and 2014. Total expense recognized related to the non-qualified plan was $13 million for year-to-date 2015 and $12 million for year-to-date 2014.

14. Segment Information

The Company has three reportable segments: Victoria’s Secret, Bath & Body Works and Victoria's Secret and Bath & Body Works International.

The Victoria’s Secret segment sells women’s intimate and other apparel and personal care and beauty products under the Victoria’s Secret and PINK brand names. Victoria’s Secret merchandise is sold through retail stores located in the U.S. and Canada and its website, www.VictoriasSecret.com.

The Bath & Body Works segment sells personal care, soaps, sanitizers and home fragrance products under the Bath & Body Works, White Barn Candle Company, C.O. Bigelow and other brand names. Bath & Body Works merchandise is sold at retail stores located in the U.S. and Canada and through its website, www.BathandBodyWorks.com.

The Victoria's Secret and Bath & Body Works International segment includes the Victoria's Secret and Bath & Body Works company-owned and partner-operated stores located outside of the U.S. and Canada. These businesses include the following:


•	Victoria's Secret Beauty and Accessories stores operated by partners under franchise, license and wholesale arrangements, which feature Victoria's Secret branded beauty and accessories products;


•	Victoria's Secret International stores, comprised of company-owned stores in the U.K., as well as stores operated by partners under franchise, license and wholesale arrangements; and


•	Bath & Body Works International stores operated by partners under franchise, license and wholesale arrangements.

Other consists of the following:


•	Mast Global, a merchandise sourcing and production function serving the Company and its international partners;


•	La Senza, comprised of company-owned stores in Canada, as well as stores operated by partners under franchise, license and wholesale arrangements, which feature women's intimate apparel;


•	Henri Bendel, operator of 29 specialty stores, which feature handbags, jewelry and other accessory products; and


•	Corporate functions including non-core real estate, equity investments and other governance functions such as treasury and tax.

Table of Contents

The following table provides the Company’s segment information for the second quarter and year-to-date 2015 and 2014:



	Victoria’s Secret		Bath & Body Works		Victoria’s Secret and Bath & Body Works International		Other			Total
	(in millions)
2015
Second Quarter:
Net Sales	$	1,806	$	748	$	89	$	122		$	2,765
Operating Income (Loss)	298		138		20		(53		)	403
Year-to-Date:
Net Sales	$	3,490	$	1,361	$	181	$	245		$	5,277
Operating Income (Loss)	587		235		41		(88		)	775
2014
Second Quarter:
Net Sales	$	1,745	$	704	$	80	$	146		$	2,675
Operating Income (Loss)	293		115		17		(49		)	376
Year-to-Date:
Net Sales	$	3,349	$	1,286	$	151	$	280		$	5,066
Operating Income (Loss)	571		195		32		(86		)	712

The Company's international sales include sales from company-owned stores, royalty revenue from franchise and license arrangements, wholesale revenues and direct sales shipped internationally. Certain of these sales are subject to the impact of fluctuations in foreign currency. The Company’s international sales across all segments totaled $313 million and $339 million for the second quarter of 2015 and 2014, respectively. The Company’s international sales across all segments totaled $606 million and $634 million for year-to-date 2015 and 2014, respectively.

15. Subsequent Events

Subsequent to August 1, 2015, the Company repurchased an additional 0.7 million shares of common stock for $61 million under the June 2015 repurchase program. For additional information, see Note 3, "Earnings Per Share and Shareholders' Equity (Deficit)."

Subsequent to August 1, 2015, the Company completed a sale and leaseback transaction of a certain asset under a non-cancellable operating lease. For additional information, see Note 5, "Property and Equipment, Net" and Note 12, "Commitments and Contingencies."

16. Supplemental Guarantor Financial Information

The Company’s 2019 Notes, 2020 Notes, 2021 Notes, 2022 Notes and 2023 Notes are jointly and severally guaranteed on a full and unconditional basis by certain of the Company’s 100% owned subsidiaries ("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 August 1, 2015, January 31, 2015 and August 2, 2014 and the Condensed Consolidating Statements of Income, Comprehensive Income and Cash Flows for the periods ended August 1, 2015 and August 2, 2014. In the fourth quarter 2014, the Company added a subsidiary to the Guarantors. Accordingly, the supplemental financial information has been recast for all periods presented.

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in millions)

(Unaudited)



	August 1, 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	453		$	327		$	—		$	780
Marketable Securities	—			50			—			—			50
Accounts Receivable, Net	1			201			55			—			257
Inventories	—			980			126			—			1,106
Deferred Income Taxes	—			37			(2		)	—			35
Other	1			141			128			—			270
Total Current Assets	2			1,862			634			—			2,498
Property and Equipment, Net	—			1,485			790			—			2,275
Goodwill	—			1,318			—			—			1,318
Trade Names and Other Intangible Assets, Net	—			411			—			—			411
Net Investments in and Advances to/from Consolidated Affiliates	3,979			15,589			1,642			(21,210		)	—
Other Assets	179			40			695			(612		)	302
Total Assets	$	4,160		$	20,705		$	3,761		$	(21,822	)	$	6,804
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	7		$	385		$	333		$	—		$	725
Accrued Expenses and Other	85			500			255			—			840
Income Taxes	—			—			5			—			5
Total Current Liabilities	92			885			593			—			1,570
Deferred Income Taxes	(3		)	(26		)	302			—			273
Long-term Debt	4,759			597			—			(597		)	4,759
Other Long-term Liabilities	—			619			243			(13		)	849
Total Equity (Deficit)	(688		)	18,630			2,623			(21,212		)	(647		)
Total Liabilities and Equity (Deficit)	$	4,160		$	20,705		$	3,761		$	(21,822	)	$	6,804

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(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
Deferred Income Taxes	—			34			(1		)	—			33
Other	—			146			84			—			230
Total Current Assets	1			2,758			473			—			3,232
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		)	—
Other Assets	188			35			693			(610		)	306
Total Assets	$	4,824		$	19,910		$	3,463		$	(20,653	)	$	7,544
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		)	(32		)	297			—			261
Long-term Debt	4,765			597			—			(597		)	4,765
Other Long-term Liabilities	—			609			224			(13		)	820
Total Equity (Deficit)	(16		)	17,758			2,320			(20,043		)	19
Total Liabilities and Equity (Deficit)	$	4,824		$	19,910		$	3,463		$	(20,653	)	$	7,544

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in millions)

(Unaudited)



	August 2, 2014
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	920		$	227		$	—		$	1,147
Accounts Receivable, Net	1			175			57			—			233
Inventories	—			947			128			—			1,075
Deferred Income Taxes	—			43			(16		)	—			27
Other	—			131			86			—			217
Total Current Assets	1			2,216			482			—			2,699
Property and Equipment, Net	—			1,295			869			—			2,164
Goodwill	—			1,318			—			—			1,318
Trade Names and Other Intangible Assets, Net	—			411			—			—			411
Net Investments in and Advances to/from Consolidated Affiliates	4,337			15,123			1,158			(20,618		)	—
Other Assets	184			21			685			(612		)	278
Total Assets	$	4,522		$	20,384		$	3,194		$	(21,230	)	$	6,870
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	—		$	361		$	261		$	—		$	622
Accrued Expenses and Other	88			413			242			—			743
Current Portion of Long-term Debt	214			—			—			—			214
Income Taxes	—			(12		)	13			—			1
Total Current Liabilities	302			762			516			—			1,580
Deferred Income Taxes	(4		)	(18		)	251			—			229
Long-term Debt	4,758			597			—			(597		)	4,758
Other Long-term Liabilities	1			586			233			(14		)	806
Total Equity (Deficit)	(535		)	18,457			2,194			(20,619		)	(503		)
Total Liabilities and Equity (Deficit)	$	4,522		$	20,384		$	3,194		$	(21,230	)	$	6,870

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

(in millions)

(Unaudited)



	Second Quarter 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	2,588		$	814		$	(637	)	$	2,765
Costs of Goods Sold, Buying and Occupancy	—			(1,607		)	(705		)	661			(1,651		)
Gross Profit	—			981			109			24			1,114
General, Administrative and Store Operating Expenses	(2		)	(629		)	(106		)	26			(711		)
Operating Income (Loss)	(2		)	352			3			50			403
Interest Expense	(78		)	(4		)	(3		)	7			(78		)
Other Income	—			—			(2		)	—			(2		)
Income (Loss) Before Income Taxes	(80		)	348			(2		)	57			323
Provision for Income Taxes	—			90			31			—			121
Equity in Earnings (Loss), Net of Tax	282			154			130			(566		)	—
Net Income (Loss)	$	202		$	412		$	97		$	(509	)	$	202

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Second Quarter 2015
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	202	$	412	$	97		$	(509	)	$	202
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	—		—		(27		)	—			(27		)
Foreign Currency Translation	—		—		22			—			22
Unrealized Loss on Cash Flow Hedges	—		—		14			—			14
Total Other Comprehensive Income (Loss), Net of Tax	—		—		9			—			9
Total Comprehensive Income (Loss)	$	202	$	412	$	106		$	(509	)	$	211

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

(in millions)

(Unaudited)



	Second Quarter 2014
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	2,479		$	773		$	(577	)	$	2,675
Costs of Goods Sold, Buying and Occupancy	—			(1,549		)	(630		)	548			(1,631		)
Gross Profit	—			930			143			(29		)	1,044
General, Administrative and Store Operating Expenses	(1		)	(593		)	(104		)	30			(668		)
Operating Income (Loss)	(1		)	337			39			1			376
Interest Expense	(82		)	(8		)	(2		)	10			(82		)
Other Income	—			—			2			—			2
Income (Loss) Before Income Taxes	(83		)	329			39			11			296
Provision for Income Taxes	—			56			52			—			108
Equity in Earnings (Loss), Net of Tax	271			79			81			(431		)	—
Net Income (Loss)	$	188		$	352		$	68		$	(420	)	$	188

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Second Quarter 2014
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	188	$	352	$	68		$	(420	)	$	188
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	—		—		2			—			2
Foreign Currency Translation	—		—		(1		)	—			(1		)
Unrealized Loss on Cash Flow Hedges	—		—		(5		)	—			(5		)
Total Other Comprehensive Income (Loss), Net of Tax	—		—		(4		)	—			(4		)
Total Comprehensive Income (Loss)	$	188	$	352	$	64		$	(420	)	$	184

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

(in millions)

(Unaudited)



	Year-to-Date 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	4,957		$	1,630		$	(1,310	)	$	5,277
Costs of Goods Sold, Buying and Occupancy	—			(3,031		)	(1,321		)	1,245			(3,107		)
Gross Profit	—			1,926			309			(65		)	2,170
General, Administrative and Store Operating Expenses	(6		)	(1,245		)	(202		)	58			(1,395		)
Operating Income (Loss)	(6		)	681			107			(7		)	775
Interest Expense	(158		)	(12		)	(5		)	17			(158		)
Other Income	—			4			72			—			76
Income (Loss) Before Income Taxes	(164		)	673			174			10			693
Provision for Income Taxes	—			168			72			—			240
Equity in Earnings (Loss), Net of Tax	617			379			253			(1,249		)	—
Net Income (Loss)	$	453		$	884		$	355		$	(1,239	)	$	453

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Year-to-Date 2015
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	453	$	884	$	355		$	(1,239	)	$	453
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	—		—		(10		)	—			(10		)
Foreign Currency Translation	—		—		12			—			12
Unrealized Loss on Cash Flow Hedges	—		—		4			—			4
Total Other Comprehensive Income (Loss), Net of Tax	—		—		6			—			6
Total Comprehensive Income (Loss)	$	453	$	884	$	361		$	(1,239	)	$	459

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

(in millions)

(Unaudited)



	Year-to-Date 2014
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Sales	$	—		$	4,710		$	1,557		$	(1,201	)	$	5,066
Costs of Goods Sold, Buying and Occupancy	—			(2,908		)	(1,277		)	1,145			(3,040		)
Gross Profit	—			1,802			280			(56		)	2,026
General, Administrative and Store Operating Expenses	(4		)	(1,161		)	(207		)	58			(1,314		)
Operating Income (Loss)	(4		)	641			73			2			712
Interest Expense	(166		)	(15		)	(4		)	19			(166		)
Other Income	—			—			5			—			5
Income (Loss) Before Income Taxes	(170		)	626			74			21			551
Provision for Income Taxes	(1		)	118			89			—			206
Equity in Earnings (Loss), Net of Tax	514			258			250			(1,022		)	—
Net Income (Loss)	$	345		$	766		$	235		$	(1,001	)	$	345

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Year-to-Date 2014
	L Brands, Inc.		Guarantor Subsidiaries		Non- guarantor Subsidiaries			Eliminations			Consolidated L Brands, Inc.
Net Income (Loss)	$	345	$	766	$	235		$	(1,001	)	$	345
Other Comprehensive Income (Loss), Net of Tax:
Reclassification of Cash Flow Hedges to Earnings	—		—		8			—			8
Foreign Currency Translation	—		—		(3		)	—			(3		)
Unrealized Loss on Cash Flow Hedges	—		—		(13		)	—			(13		)
Total Other Comprehensive Income (Loss), Net of Tax	—		—		(8		)	—			(8		)
Total Comprehensive Income (Loss)	345		766		227			(1,001		)	337

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)



	Year-to-Date 2015
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(147	)	$	481		$	41		$	—	$	375
Investing Activities:
Capital Expenditures	—			(254		)	(104		)	—		(358		)
Proceeds from the Sale of Assets	—			—			135			—		135
Proceeds from Divestiture of Third-party Apparel Sourcing Business	—			1			84			—		85
Purchase of Marketable Securities	—			(50		)	—			—		(50		)
Other Investing Activities	—			—			1			—		1
Net Cash Provided by (Used for) Investing Activities	—			(303		)	116			—		(187		)
Financing Activities:
Repurchase of Common Stock	(295		)	—			—			—		(295		)
Dividends Paid	(880		)	—			—			—		(880		)
Excess Tax Benefits from Share-based Compensation	—			53			8			—		61
Net Financing Activities and Advances to/from Consolidated Affiliates	1,299			(1,240		)	(59		)	—		—
Proceeds from Exercise of Stock Options and Other	23			—			—			—		23
Net Cash Provided by (Used for) Financing Activities	147			(1,187		)	(51		)	—		(1,091		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	—			—			2			—		2
Net Increase (Decrease) in Cash and Cash Equivalents	—			(1,009		)	108			—		(901		)
Cash and Cash Equivalents, Beginning of Period	—			1,462			219			—		1,681
Cash and Cash Equivalents, End of Period	$	—		$	453		$	327		$	—	$	780

Table of Contents

L BRANDS, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)



	Year-to-Date 2014
	L Brands, Inc.			Guarantor Subsidiaries			Non- guarantor Subsidiaries			Eliminations		Consolidated L Brands, Inc.
Net Cash Provided by (Used for) Operating Activities	$	(172	)	$	514		$	104		$	—	$	446
Investing Activities:
Capital Expenditures	—			(248		)	(101		)	—		(349		)
Other Investing Activities	—			—			15			—		15
Net Cash Used for Investing Activities	—			(248		)	(86		)	—		(334		)
Financing Activities:
Borrowings from Revolving Facility	—			—			5			—		5
Repayments on Revolving Facility	—			—			(5		)	—		(5		)
Repurchase of Common Stock	(48		)	—			—			—		(48		)
Dividends Paid	(491		)	—			—			—		(491		)
Excess Tax Benefits from Share-based Compensation	—			31			6			—		37
Net Financing Activities and Advances to/from Consolidated Affiliates	694			(730		)	36			—		—
Proceeds from Exercise of Stock Options and Other	22			—			—			—		22
Financing Costs	(5		)	—			—			—		(5		)
Net Cash Provided by (Used for) Financing Activities	172			(699		)	42			—		(485		)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	—			—			1			—		1
Net Increase (Decrease) in Cash and Cash Equivalents	—			(433		)	61			—		(372		)
Cash and Cash Equivalents, Beginning of Period	—			1,353			166			—		1,519
Cash and Cash Equivalents, End of Period	$	—		$	920		$	227		$	—	$	1,147

Table of Contents

Review Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

of L Brands, Inc.:

We have reviewed the consolidated balance sheets of L Brands, Inc. and subsidiaries as of August 1, 2015 and August 2, 2014, and the related consolidated statements of income, comprehensive income and cash flows for the thirteen and twenty-six week periods ended August 1, 2015 and August 2, 2014. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of L Brands, Inc. and subsidiaries as of January 31, 2015, and the related consolidated statements of income, comprehensive income, total equity (deficit), and cash flows for the year then ended (not presented herein) and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated March 20, 2015. In our opinion, the accompanying consolidated balance sheet of L Brands, Inc. and subsidiaries as of January 31, 2015, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Columbus, Ohio

September 4, 2015

Table of Contents

SAFE HARBOR STATEMENT UNDER THE PRIVATE

SECURITIES LITIGATION ACT OF 1995

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

L Brands, Inc. cautions any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this report or made by our company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by our company or our management:


•	general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;


•	the seasonality of our business;


•	the dependence on a high volume of mall traffic and the availability of suitable store locations on appropriate terms;


•	our ability to grow through new store openings and existing store remodels and expansions;


•	our ability to successfully expand into global markets and related risks;


•	our relationships with independent franchise, license and wholesale partners;


•	our direct channel businesses;


•	our failure to protect our reputation and our brand images;


•	our failure to protect our trade names, trademarks and patents;


•	the highly competitive nature of the retail industry generally and the segments in which we operate particularly;


•	consumer acceptance of our products and our ability to keep up with fashion trends, develop new merchandise and launch new product lines successfully;


•	our ability to source, distribute and sell goods and materials on a global basis, including risks related to:


•	political instability;


•	duties, taxes and other charges;


•	legal and regulatory matters;


•	volatility in currency exchange rates;


•	local business practices and political issues;


•	potential delays or disruptions in shipping and transportation and related pricing impacts;


•	disruption due to labor disputes; and


•	changing expectations regarding product safety due to new legislation;


•	fluctuations in foreign currency exchange rates;


•	stock price volatility;


•	our failure to maintain our credit rating;


•	our ability to service or refinance our debt;


•	our ability to retain key personnel;


•	our ability to attract, develop and retain qualified employees and manage labor-related costs;


•	the inability of our manufacturers to deliver products in a timely manner and meet quality standards;


•	fluctuations in product input costs;


•	fluctuations in energy costs;


•	increases in the costs of mailing, paper and printing;


•	claims arising from our self-insurance;


•	our ability to implement and maintain information technology systems and to protect associated data;


•	our failure to maintain the security of customer, associate, supplier or company information;


•	our failure to comply with regulatory requirements;


•	tax matters; and


•	legal and compliance matters.

Table of Contents

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this report to reflect circumstances existing after the date of this report or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our 2014 Annual Report on Form 10-K.


Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The following information should be read in conjunction with our financial statements and the related notes included in Item 1. Financial Statements.

Executive Overview

In the second quarter of 2015, our operating income increased $27 million, or 7%, to $403 million, and our operating income rate increased to 14.6% from 14.1%. Net sales increased $90 million to $2.765 billion, and comparable store sales increased 4%. At Victoria's Secret, net sales increased 3%, and operating income increased 2%. At Bath & Body Works, net sales increased 6%, and operating income increased 20%. At Victoria's Secret and Bath & Body Works International, net sales increased 12%, and operating income increased 19%. For additional information related to our second quarter 2015 financial performance, see “Results of Operations.”

The global retail sector and our business continue to face an uncertain environment and, as a result, we continue to manage our business carefully and focus on the execution of the retail fundamentals.

At the same time, we are aggressively focusing on bringing compelling merchandise assortments, marketing and store and digital experiences to our customers. We will look for, and capitalize on, those opportunities available to us in this environment. We believe that our brands, which lead their categories and offer high emotional content to customers at accessible prices, are well-positioned.

Table of Contents

Adjusted Financial Information

In addition to our results provided in accordance with GAAP above and throughout this Form 10-Q, provided below are non-GAAP measurements which present net income and earnings per share in 2015 on an adjusted basis which removes certain special items. We believe that these special items are not indicative of our ongoing operations due to their size and nature. We use adjusted financial information as key performance measures of results of operations for the purpose of evaluating performance internally. These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition of adjusted financial information may differ from similarly titled measures used by other companies. The table below reconciles the GAAP financial measures to the non-GAAP financial measures.



	Year-to-Date
	2015			2014
	(in millions)
Detail of Special Items included in Other Income - Income (Expense)
Gain on Divestiture of Third-Party Apparel Sourcing Business (a)	$	78		$	—
Total Special Items included in Other Income	$	78		$	—

Detail of Special Items included in Provision for Income Taxes - Benefit (Provision)
Tax effect of Special Items included in Other Income	$	(9	)	$	—
Total Special Items included in Provision for Income Taxes	$	(9	)	$	—

Reconciliation of Reported Net Income to Adjusted Net Income
Reported Net Income	$	453		$	345
Special Items included in Net Income	(69		)	—
Adjusted Net Income	$	384		$	345

Reconciliation of Reported Earnings Per Share to Adjusted Earnings Per Share
Reported Earnings Per Share	$	1.52		$	1.16
Special Items included in Earnings Per Share	(0.23		)	—
Adjusted Earnings Per Share	$	1.29		$	1.16

_______________


(a)	In the first quarter of 2015, we divested our remaining ownership interest in our third-party apparel sourcing business. We received cash proceeds of $85 million and recognized a pre-tax gain of $78 million (after-tax gain of $69 million). For additional information see Note 6, "Equity Investments and Other" included in Item 1. Financial Statements.

Table of Contents

Company-Owned Store Data

The following table compares the second quarter of 2015 company-owned store data to the second quarter of 2014 and year-to-date 2015 store data to year-to-date 2014:



	Second Quarter						Year-to-Date
	2015		2014		% Change		2015		2014		% Change
Sales per Average Selling Square Foot
Victoria’s Secret U.S.	$	205	$	202	1	%	$	398	$	389	2	%
Bath & Body Works U.S.	171		163		5	%	313		298		5	%
Sales per Average Store (in thousands)
Victoria’s Secret U.S.	$	1,246	$	1,216	2	%	$	2,425	$	2,340	4	%
Bath & Body Works U.S.	404		385		5	%	738		704		5	%
Average Store Size (selling square feet)
Victoria’s Secret U.S.	6,107		6,021		1	%
Bath & Body Works U.S.	2,362		2,357		—	%
Total Selling Square Feet (in thousands)
Victoria’s Secret U.S.	6,749		6,473		4	%
Bath & Body Works U.S.	3,697		3,665		1	%

Table of Contents

The following table compares second quarter of 2015 company-owned store data to the second quarter of 2014 and year-to-date 2015 store data to year-to-date 2014:



	Second Quarter				Year-to-Date
Number of Stores	2015		2014		2015		2014
Victoria’s Secret U.S.
Beginning of Period	1,104		1,065		1,098		1,060
Opened	4		11		11		18
Closed	(3	)	(1	)	(4	)	(3	)
End of Period	1,105		1,075		1,105		1,075
Victoria’s Secret Canada
Beginning of Period	42		35		41		34
Opened	1		3		2		4
Closed	—		—		—		—
End of Period	43		38		43		38
Bath & Body Works U.S.
Beginning of Period	1,559		1,553		1,558		1,559
Opened	7		3		10		4
Closed	(1	)	(1	)	(3	)	(8	)
End of Period	1,565		1,555		1,565		1,555
Bath & Body Works Canada
Beginning of Period	89		81		88		79
Opened	2		4		3		7
Closed	—		—		—		(1	)
End of Period	91		85		91		85
Victoria’s Secret U.K.
Beginning of Period	10		7		10		5
Opened	—		—		—		2
Closed	—		—		—		—
End of Period	10		7		10		7
La Senza
Beginning of Period	133		153		145		157
Opened	—		—		—		—
Closed	—		—		(12	)	(4	)
End of Period	133		153		133		153
Henri Bendel
Beginning of Period	29		29		29		29
Opened	—		—		—		—
Closed	—		—		—		—
End of Period	29		29		29		29
Total
Beginning of Period	2,966		2,923		2,969		2,923
Opened	14		21		26		35
Closed	(4	)	(2	)	(19	)	(16	)
End of Period	2,976		2,942		2,976		2,942

Table of Contents

Noncompany-Owned Store Data

The following table compares the second quarter of 2015 noncompany-owned store data to the second quarter of 2014 and year-to-date 2015 store data to year-to-date 2014:



	Second Quarter				Year-to-Date
Number of Stores	2015		2014		2015		2014
Victoria’s Secret Beauty & Accessories
Beginning of Period	304		209		290		198
Opened	23		21		38		34
Closed	(2	)	—		(3	)	(2	)
End of Period	325		230		325		230
Victoria's Secret
Beginning of Period	15		6		14		4
Opened	2		2		3		4
Closed	—		—		—		—
End of Period	17		8		17		8
Bath & Body Works
Beginning of Period	91		59		80		55
Opened	10		7		23		11
Closed	—		—		(2	)	—
End of Period	101		66		101		66
La Senza
Beginning of Period	258		328		266		331
Opened	1		2		1		2
Closed	(26	)	(23	)	(34	)	(26	)
End of Period	233		307		233		307
Total
Beginning of Period	668		602		650		588
Opened	36		32		65		51
Closed	(28	)	(23	)	(39	)	(28	)
End of Period	676		611		676		611

Results of Operations

Second Quarter of 2015 Compared to Second Quarter of 2014

Operating Income

The following table provides our segment operating income (loss) and operating income rates (expressed as a percentage of net sales) for the second quarter of 2015 in comparison to the second quarter of 2014:



							Operating Income Rate
	2015			2014			2015		2014
Second Quarter	(in millions)
Victoria’s Secret	$	298		$	293		16.5	%	16.8	%
Bath & Body Works	138			115			18.4	%	16.3	%
Victoria’s Secret and Bath & Body Works International	20			17			22.8	%	21.3	%
Other (a)	(53		)	(49		)	(43.0	)%	(33.3	)%
Total Operating Income	$	403		$	376		14.6	%	14.1	%

_______________


(a)	Includes Mast Global, La Senza, Henri Bendel and Corporate.

For the second quarter of 2015, operating income increased $27 million, or 7%, to $403 million, and the operating income rate increased to 14.6% from 14.1%. The drivers of the operating income results are discussed in the following sections.

Table of Contents

Net Sales

The following table provides net sales for the second quarter of 2015 in comparison to the second quarter of 2014:



	2015		2014		% Change
Second Quarter	(in millions)
Victoria’s Secret Stores (a)	$	1,437	$	1,363	5	%
Victoria’s Secret Direct	369		382		(4	)%
Total Victoria’s Secret	1,806		1,745		3	%
Bath & Body Works Stores (a)	672		638		5	%
Bath & Body Works Direct	76		66		15	%
Total Bath & Body Works	748		704		6	%
Victoria’s Secret and Bath & Body Works International (b)	89		80		12	%
Other (c)	122		146		(16	)%
Total Net Sales	$	2,765	$	2,675	3	%

_______________


(a)	Includes company-owned stores in the U.S. and Canada.


(b)	Includes Victoria's Secret and Bath & Body Works company-owned and partner-operated stores outside of the U.S. and Canada.


(c)	Includes Mast Global, La Senza, Henri Bendel and Corporate.

The following table provides a reconciliation of net sales for the second quarter of 2015 to the second quarter of 2014:



	Victoria’s Secret			Bath & Body Works			Victoria’s Secret and Bath & Body Works International			Other			Total
Second Quarter	(in millions)
2014 Net Sales	$	1,745		$	704		$	80		$	146		$	2,675
Comparable Store Sales	33			31			2			1			67
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net	49			8			6			(8		)	55
Foreign Currency Translation	(8		)	(5		)	(3		)	(9		)	(25		)
Direct Channels	(13		)	10			—			2			(1		)
International Wholesale, Royalty and Other	—			—			4			(10		)	(6		)
2015 Net Sales	$	1,806		$	748		$	89		$	122		$	2,765

The following table compares the second quarter of 2015 comparable store sales to the second quarter of 2014:



Second Quarter	2015		2014
Victoria’s Secret Stores (a) (b)	3	%	3	%
Bath & Body Works (a) (b)	5	%	3	%
Total Comparable Store Sales (b) (c)	4	%	3	%

________________


(a)	Includes company-owned stores in the U.S. and Canada.

(b)

The percentage change in comparable store sales represents the change in sales at comparable stores only and excludes the change in sales from our direct channels. A store is typically included in the calculation of comparable store sales when it has been open or owned 12 months or more and it has not had a change in selling square footage of 20% or more. Additionally, stores of a given brand are excluded if total selling square footage for the brand in the mall changes by 20% or more through the opening or closing of a second store.


(c)	Includes Victoria's Secret U.S., Victoria’s Secret Canada, Bath & Body Works U.S., Bath & Body Works Canada, Victoria's Secret U.K., La Senza and Henri Bendel.

Table of Contents

The results by segment are as follows:

Victoria's Secret

For the second quarter of 2015, net sales increased $61 million to $1.806 billion, and comparable store sales increased 3%. The net sales result was primarily driven by:


•	At Victoria's Secret Stores, net sales increased 5% due to increases in PINK and core lingerie, driven by a compelling merchandise assortment that incorporated newness, innovation and fashion, as well as in-store execution. These results were partially offset by a decrease in beauty driven by the exit of the make-up category and swim driven by fashion misses.


•	At Victoria's Secret Direct, net sales decreased 4% due to the decrease in non go-forward apparel and swim driven by fashion misses. These results were partially offset by increases in core lingerie, PINK and go-forward apparel driven by a compelling merchandise assortment that incorporated newness, innovation and fashion.

The increase in comparable store sales was driven by higher average dollar sales and an increase in total transactions.

Bath & Body Works

For the second quarter of 2015, net sales increased $44 million to $748 million, and comparable store sales increased 5%. At both Bath & Body Works Stores and Bath & Body Works Direct, net sales increased across most categories including Signature Collection, home fragrance and soaps and sanitizers, which all incorporated newness, innovation and fashion.

The increase in comparable store sales was driven by higher average dollar sales and an increase in total transactions.

Victoria's Secret and Bath & Body Works International

For the second quarter of 2015, net sales increased $9 million to $89 million primarily related to company-owned Victoria's Secret stores in the U.K. and additional stores opened by our partners.

Other

For the second quarter of 2015, net sales decreased $24 million to $122 million primarily related to a decrease in net sales at La Senza due to store closures and the negative impacts of foreign currency.

Gross Profit

For the second quarter of 2015, our gross profit increased $70 million to $1.114 billion, and our gross profit rate (expressed as a percentage of net sales) increased to 40.3% from 39.0%, primarily driven by the following:

Victoria's Secret

For the second quarter of 2015, the gross profit increase was primarily driven by:


•	At Victoria's Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin was partially offset by higher buying and occupancy expenses due to an increase in occupancy expense driven by investments in store real estate.


•	At Victoria's Secret Direct, gross profit increased due to higher merchandise margin dollars primarily due to increases in net sales in the core categories of core lingerie, PINK and go-forward apparel. Buying and occupancy expenses decreased due to a decrease in catalogue costs.

The gross profit rate increase was driven by an increase in the merchandise margin rate at Victoria's Secret Direct due to increased sales in our core categories. The increase in the merchandise margin rate was partially offset by a decrease in the merchandise margin rate at Victoria's Secret Canada due to the negative impacts of foreign currency and an increase in the buying and occupancy expense rate at Victoria's Secret Stores due to deleverage associated with the increase in occupancy expense mentioned above.

Bath & Body Works

For the second quarter of 2015, the gross profit increase was primarily driven by:


•	At Bath & Body Works Stores, gross profit increased primarily due to higher merchandise margin dollars related to the increase in net sales and less promotional activity. The increase in merchandise margin was partially offset by higher buying and occupancy expenses due to an increase in occupancy expense driven by higher net sales and investments in store real estate.


•	At Bath & Body Works Direct, gross profit increased primarily due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin was partially offset by higher buying and occupancy expenses due to higher fulfillment costs as a result of the increase in net sales.

Table of Contents

The gross profit rate increase was driven primarily by an increase in the merchandise margin rate due to decreased promotional activity, partially offset by an increase in the buying and occupancy expense rate due to the increases mentioned above.

Victoria's Secret and Bath & Body Works International

For the second quarter of 2015, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales primarily due to the opening of new stores.

The gross profit rate increase was driven primarily by buying and occupancy expense leverage in our company-owned stores in the U.K.

General, Administrative and Store Operating Expenses

For the second quarter of 2015, our general, administrative and store operating expenses increased $43 million to $711 million primarily driven by an increase in store selling expenses related to higher sales volumes and investments in store selling to improve the customer experience.

The general, administrative and store operating expense rate increased to 25.7% from 25.0% primarily due to deleverage associated with investments in store selling to improve the customer experience.

Other Income and Expense

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for the second quarter of 2015 and 2014:



Second Quarter	2015			2014
Average daily borrowings (in millions)	$	4,750		$	4,964
Average borrowing rate (in percentages)	6.62		%	6.65		%

For the second quarter of 2015, our interest expense decreased $4 million to $78 million primarily due to a decrease in the average borrowings driven by the maturity of our 5.25% Senior Unsecured Notes due November 2014 as well as a decrease in the average borrowing rate.

Other Income

For the second quarter of 2015, our other income decreased $4 million to expense of $2 million primarily driven by the negative impacts of foreign currency.

Provision for Income Taxes

For the second quarter of 2015, our effective tax rate was 37.4% compared to 36.4% in the second quarter of 2014. The second quarter 2015 rate was lower than our combined estimated federal and state statutory rate primarily due to foreign earnings taxed at a rate lower than our combined estimated federal and state rate. The second quarter of 2014 rate was lower than our combined estimated federal and state statutory rate primarily due to the resolution of certain tax matters.

Year-to-Date 2015 Compared to Year-to-Date 2014

Operating Income

The following table provides our segment operating income (loss) and operating income rates (expressed as a percentage of net sales) for year-to-date 2015 in comparison to year-to-date 2014:



							Operating Income Rate
	2015			2014			2015		2014
Year-to-Date	(in millions)
Victoria’s Secret	$	587		$	571		16.8	%	17.0	%
Bath & Body Works	235			195			17.2	%	15.2	%
Victoria’s Secret and Bath & Body Works International	41			32			23.1	%	21.6	%
Other (a)	(88		)	(86		)	(35.8	)%	(30.6	)%
Total Operating Income	$	775		$	712		14.7	%	14.1	%

_______________


(a)	Includes Mast Global, La Senza, Henri Bendel and Corporate.

For year-to-date 2015, operating income increased $63 million, or 9%, to $775 million, and the operating income rate increased to 14.7% from 14.1%. The drivers of the operating income results are discussed in the following sections.

Table of Contents

Net Sales

The following table provides net sales for year-to-date 2015 in comparison to year-to-date 2014:



	2015		2014		% Change
Year-to-Date	(in millions)
Victoria’s Secret Stores (a)	$	2,783	$	2,609	7	%
Victoria’s Secret Direct	707		740		(5	)%
Total Victoria’s Secret	3,490		3,349		4	%
Bath & Body Works Stores (a)	1,226		1,168		5	%
Bath & Body Works Direct	135		118		15	%
Total Bath & Body Works	1,361		1,286		6	%
Victoria’s Secret and Bath & Body Works International (b)	181		151		20	%
Other (c)	245		280		(13	)%
Total Net Sales	$	5,277	$	5,066	4	%

_______________


(a)	Includes company-owned stores in the U.S. and Canada.


(b)	Includes Victoria's Secret and Bath & Body Works company-owned and partner-operated stores outside of the U.S. and Canada.


(c)	Includes Mast Global, La Senza, Henri Bendel and Corporate.

The following table provides a reconciliation of net sales for year-to-date 2015 to year-to-date 2014:



	Victoria’s Secret			Bath & Body Works			Victoria’s Secret and Bath & Body Works International			Other			Total
Year-to-Date	(in millions)
2014 Net Sales	$	3,349		$	1,286		$	151		$	280		$	5,066
Comparable Store Sales	93			52			4			2			151
Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net	95			15			12			(13		)	109
Foreign Currency Translation	(14		)	(9		)	(5		)	(15		)	(43		)
Direct Channels	(33		)	17			—			4			(12		)
International Wholesale, Royalty and Other	—			—			19			(13		)	6
2015 Net Sales	$	3,490		$	1,361		$	181		$	245		$	5,277

The following table compares year-to-date 2015 comparable store sales to year-to-date 2014:



Year-to-Date	2015		2014
Victoria’s Secret Stores (a) (b)	4	%	3	%
Bath & Body Works (a) (b)	5	%	3	%
Total Comparable Store Sales (b) (c)	4	%	3	%

________________


(a)	Includes company-owned stores in the U.S. and Canada.

(b)


(c)	Includes Victoria's Secret U.S., Victoria’s Secret Canada, Bath & Body Works U.S., Bath & Body Works Canada, Victoria's Secret U.K., La Senza and Henri Bendel.

Table of Contents

The results by segment are as follows:

Victoria's Secret

For year-to-date 2015, net sales increased $141 million to $3.490 billion, and comparable store sales increased 4%. The net sales result was primarily driven by:


•	At Victoria's Secret Stores, net sales increased 7% due to increases in PINK, core lingerie and sport, driven by a compelling merchandise assortment that incorporated newness, innovation and fashion. These results were partially offset by a decrease in beauty driven by the exit of the make-up category and swim driven by fashion misses.


•	At Victoria's Secret Direct, net sales decreased 5% primarily due to the decrease in non go-forward apparel. These results were partially offset by increases in PINK, core lingerie, go-forward apparel and sport driven by a compelling merchandise assortment that incorporated newness, innovation and fashion.

The increase in comparable store sales was driven by higher average dollar sales.

Bath & Body Works

For year-to-date 2015, net sales increased $75 million to $1.361 billion, and comparable store sales increased 5%. At both Bath & Body Works Stores and Bath & Body Works Direct, net sales increased across most categories including Signature Collection, home fragrance and soaps and sanitizers, which all incorporated newness, innovation and fashion.

The increase in comparable store sales was driven by higher average dollar sales.

Victoria's Secret and Bath & Body Works International

For year-to-date 2015, net sales increased $30 million to $181 million primarily related to growth in our Victoria's Secret Beauty and Accessories concept, company-owned Victoria's Secret stores in the U.K. and additional stores opened by our partners.

Other

For year-to-date 2015, net sales decreased $35 million to $245 million primarily related to a decrease in net sales at La Senza due to store closures and the negative impacts of foreign currency.

Gross Profit

For year-to-date 2015, our gross profit increased $144 million to $2.170 billion, and our gross profit rate (expressed as a percentage of net sales) increased to 41.1% from 40.0%, primarily driven by the following:

Victoria's Secret

For year-to-date 2015, the gross profit increase was primarily driven by:


•	At Victoria's Secret Stores, gross profit increased due to higher merchandise margin dollars as a result of the increase in net sales and more full-priced selling. The increase in merchandise margin was partially offset by higher buying and occupancy expenses due to an increase in occupancy expense driven by higher net sales and investments in store real estate.


•	At Victoria's Secret Direct, gross profit decreased due to higher buying and occupancy expenses driven by investments in our online customer shopping experience. The gross profit decrease was also due to lower merchandise margin dollars driven by decreases in net sales in non go-forward apparel.

The gross profit rate increase was driven by an increase in the merchandise margin rate due to increased sales in our core categories, partially offset by an increase in the buying and occupancy expense rate due to the expenses mentioned above.

Bath & Body Works

For year-to-date 2015, the gross profit increase was primarily driven by:


•	At Bath & Body Works Stores, gross profit increased primarily due to higher merchandise margin dollars related to the increase in net sales and less promotional activity. The increase in merchandise margin was partially offset by higher buying and occupancy expenses due to an increase in occupancy expense driven by higher net sales and investments in store real estate.


•	At Bath & Body Works Direct, gross profit increased primarily due to higher merchandise margin dollars as a result of the increase in net sales. The increase in merchandise margin was partially offset by higher buying and occupancy expenses due to higher fulfillment costs as a result of the increase in net sales.

The gross profit rate increase was driven primarily by an increase in the merchandise margin rate due to decreased promotional activity.

Table of Contents

Victoria's Secret and Bath & Body Works International

For year-to-date 2015, gross profit increased due to higher merchandise margin dollars primarily as a result of the increase in net sales due to the opening of new stores.

The gross profit rate was flat to last year.

General, Administrative and Store Operating Expenses

For year-to-date 2015, our general, administrative and store operating expenses increased $81 million to $1.395 billion primarily driven by an increase in store selling expenses related to higher sales volumes and investments in store selling to improve the customer experience.

The general, administrative and store operating expense rate increased to 26.4% from 25.9% primarily due to deleverage associated with investments in store selling to improve the customer experience.

Other Income and Expense

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for year-to-date 2015 and 2014:



Year-to-Date	2015			2014
Average daily borrowings (in millions)	$	4,750		$	4,964
Average borrowing rate (in percentages)	6.60		%	6.65		%

For year-to-date 2015, our interest expense decreased $8 million to $158 million primarily due to a decrease in the average borrowings driven by the maturity of our 5.25% Senior Unsecured Notes due November 2014 as well as a decrease in the average borrowing rate.

Other Income

For year-to-date 2015, our other income increased $71 million to $76 million primarily driven by a pre-tax gain of $78 million due to the divestiture of our remaining ownership interest in the third-party apparel sourcing business to Sycamore Partners.

Provision for Income Taxes

For year-to-date 2015, our effective tax rate was 34.6% compared to 37.4% year-to-date 2014. The year-to-date 2015 rate was lower than our combined estimated federal and state statutory rate primarily due to the foreign portion of the divestiture of our third-party apparel sourcing business. The year-to-date 2014 rate was lower than our combined estimated federal and state statutory rate primarily due to the resolution of certain tax matters.

FINANCIAL CONDITION

Liquidity and Capital Resources

Liquidity, or access to cash, is an important factor in determining our financial stability. We are committed to maintaining adequate liquidity. Cash generated from our operating activities provides the primary resources to support current operations, growth initiatives, seasonal funding requirements and capital expenditures. Our cash provided from operations is impacted by our net income and working capital changes. Our net income is impacted by, among other things, sales volume, seasonal sales patterns, success of new product introductions and profit margins. Historically, sales are higher during the fourth quarter of the fiscal year due to seasonal and holiday-related sales patterns. Generally, our need for working capital peaks during the summer and fall months as inventory builds in anticipation of the holiday period.

We believe in returning value to our shareholders through a combination of dividends and share repurchase programs. During year-to-date 2015, we have paid $880 million in regular and special dividends and repurchased $302 million of our common stock. We use cash flow generated from operating activities and financing activities to fund our dividends and share repurchase programs.

Our total cash and cash equivalents held by foreign subsidiaries were $325 million as of August 1, 2015. Under current tax laws and regulations, if cash and cash equivalents held outside the U.S. are repatriated to the U.S., in certain circumstances we may be subject to additional income taxes.

Table of Contents

The following table provides our long-term debt balance as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015		January 31, 2015		August 2, 2014
	(in millions)
Senior Unsecured Debt with Subsidiary Guarantee
$1 billion, 5.625% Fixed Interest Rate Notes due February 2022 (“2022 Notes”)	$	1,000	$	1,000	$	1,000
$1 billion, 6.625% Fixed Interest Rate Notes due April 2021 (“2021 Notes”)	1,000		1,000		1,000
$500 million, 5.625% Fixed Interest Rate Notes due October 2023 (“2023 Notes”)	500		500		500
$500 million, 8.50% Fixed Interest Rate Notes due June 2019, Less Unamortized Discount (“2019 Notes”)(a)	499		501		494
$400 million, 7.00% Fixed Interest Rate Notes due May 2020 (“2020 Notes”)	400		400		400
Total Senior Unsecured Debt with Subsidiary Guarantee	$	3,399	$	3,401	$	3,394
Senior Unsecured Debt
$700 million, 6.90% Fixed Interest Rate Notes due July 2017, Less Unamortized Discount (“2017 Notes”)(b)	$	711	$	715	$	715
$350 million, 6.95% Fixed Interest Rate Debentures due March 2033, Less Unamortized Discount (“2033 Notes”)	350		350		350
$300 million, 7.60% Fixed Interest Rate Notes due July 2037, Less Unamortized Discount (“2037 Notes”)	299		299		299
5.25% Fixed Interest Rate Notes due November 2014, Less Unamortized Discount (“2014 Notes”)(c)	—		—		214
Total Senior Unsecured Debt	$	1,360	$	1,364	$	1,578
Total	$	4,759	$	4,765	$	4,972
Current Portion of Long-term Debt	—		—		(214		)
Total Long-term Debt	$	4,759	$	4,765	$	4,758

_______________


(a)	The balances include a fair value interest rate hedge adjustment which increased the debt balance by $5 million as of August 1, 2015, $8 million as of January 31, 2015 and $2 million as of August 2, 2014.


(b)	The balances include a fair value interest rate hedge adjustment which increased the debt balance by $11 million as of August 1, 2015, $15 million as of January 31, 2015 and $16 million as of August 2, 2014.


(c)	The outstanding principal balance was $213 million as of August 2, 2014. The total balance includes a fair value interest rate hedge adjustment which increased the debt balance by $1 million as of August 2, 2014.

Repayment of Notes

In November 2014, we repaid the remaining $213 million of our 5.25% Senior Unsecured Notes due November 2014 with cash on hand.

Revolving Facility

We maintain a secured revolving credit facility (“Revolving Facility”). The Revolving Facility has aggregate availability of $1 billion and expires July 18, 2019. The fees related to committed and unutilized amounts are 0.30% per annum, and the fees related to outstanding letters of credit are 1.50% per annum. In addition, the interest rate on outstanding U.S. dollar borrowings or British pound borrowings is LIBOR plus 1.50% per annum. The interest rate on outstanding Canadian dollar borrowings is CDOR plus 1.50% per annum.

The Revolving Facility contains fixed charge coverage and debt to EBITDA financial covenants. We are required to maintain a fixed charge coverage ratio of not less than 1.75 to 1.00 and a consolidated debt to consolidated EBITDA ratio not exceeding 4.00 to 1.00 for the most recent four-quarter period. In addition, the Revolving Facility provides that investments and restricted payments may be made, without limitation on amount, if (a) at the time of and after giving effect to such investment or restricted payment, the ratio of consolidated debt to consolidated EBITDA for the most recent four-quarter period is less than 3.00 to 1.00 and (b) no default or event of default exists. As of August 1, 2015, we were in compliance with both of our financial covenants, and the ratio of consolidated debt to consolidated EBITDA was less than 3.00 to 1.00.

As of August 1, 2015, there were no borrowings outstanding under the Revolving Facility.

Table of Contents

Letters of Credit

The Revolving Facility supports our letter of credit program. We had $19 million of outstanding letters of credit as of August 1, 2015 that reduce our remaining availability under our Revolving Facility.

Fair Value Interest Rate Swap Arrangements

In July 2014, we entered into interest rate swap arrangements related to $100 million of the outstanding 2017 Notes and $100 million of the outstanding 2019 Notes. In 2013, we entered into interest rate swap arrangements related to $200 million of the outstanding 2017 Notes and $200 million of the outstanding 2019 Notes. The interest rate swap arrangements effectively convert the fixed interest rate on the related debt to a variable interest rate based on LIBOR plus a fixed percentage.

In the past, we entered into interest rate swap arrangements on the 2014 and 2017 Notes. In 2012, we terminated these interest rate designated fair value hedges. The carrying values of these Notes include unamortized hedge settlements which are amortized as a reduction to interest expense through the respective maturity date of the Notes.

Working Capital and Capitalization

We believe that our available short-term and long-term capital resources are sufficient to fund foreseeable requirements.

The following table provides a summary of our working capital position and capitalization as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015			January 31, 2015		August 2, 2014
	(in millions)
Cash Provided by Operating Activities (a)	$	375		$	1,786	$	446
Capital Expenditures (a)	358			715		349
Working Capital	928			1,553		1,119
Capitalization:
Long-term Debt	4,759			4,765		4,758
Shareholders’ Equity (Deficit)	(648		)	18		(504		)
Total Capitalization	$	4,111		$	4,783	$	4,254
Remaining Amounts Available Under Credit Agreements (b)	$	981		$	981	$	992

_______________


(a)	The January 31, 2015 amounts represent a twelve-month period, and the August 1, 2015 and August 2, 2014 amounts represent six-month periods.


(b)	Letters of credit issued reduce our remaining availability under the Revolving Facility. We have outstanding letters of credit that reduce our remaining availability under the Revolving Facility of $19 million as of August 1, 2015 and January 31, 2015 and $8 million as of August 2, 2014.

Credit Ratings

The following table provides our credit ratings as of August 1, 2015:



	Moody’s	S&P	Fitch
Corporate	Ba1	BB+	BB+
Senior Unsecured Debt with Subsidiary Guarantee	Ba1	BB+	BB+
Senior Unsecured Debt	Ba2	BB-	BB
Outlook	Stable	Stable	Stable

Our borrowing costs under our Revolving Facility are linked to our credit ratings at Moody’s, S&P and Fitch. If we receive an upgrade or downgrade to our corporate credit ratings by Moody’s, S&P or Fitch, the borrowing costs could decrease or increase, respectively. The guarantees of our obligations under the Revolving Facility by the Guarantors and the security interests granted in our and the Guarantors’ collateral securing such obligations are released if our credit ratings are higher than a certain level. Additionally, the restrictions imposed under the Revolving Facility on our ability to make investments and to make restricted payments cease to apply if our credit ratings are higher than certain levels. Credit rating downgrades by any of the agencies do not accelerate the repayment of any of our debt.

Table of Contents

Common Stock Share Repurchases

Under the authority of our Board of Directors, we repurchased shares of our common stock under the following repurchase programs for year-to-date 2015 and 2014:



	Amount Authorized		Shares Repurchased		Amount Repurchased				Average Stock Price of Shares Repurchased within Program
Repurchase Program	Amount Authorized		2015	2014	2015		2014		Average Stock Price of Shares Repurchased within Program
	(in millions)		(in thousands)		(in millions)
June 2015	$	250	624	NA	$	52	NA		$	83.75
February 2015	$	250	2,788	NA	$	250	NA		$	89.45
November 2012	$	250	NA	826	NA		$	45	$	48.52

In June 2015, our Board of Directors approved a new $250 million share repurchase program, which included the $0.6 million remaining under the February 2015 repurchase program.

In February 2015, our Board of Directors approved a $250 million share repurchase program, which included the $91 million remaining under the November 2012 repurchase program.

The June 2015 repurchase program had $198 million remaining as of August 1, 2015. Subsequent to August 1, 2015, we repurchased an additional 0.7 million shares of common stock for $61 million under this program.

The timing and amount of any repurchases will be made at our discretion taking into account a number of factors including market conditions.

We use cash flow generated from operating and financing activities to fund our share repurchase programs.

Dividend Policy and Procedures

Under the authority and declaration of our Board of Directors, we paid the following dividends during year-to-date 2015 and 2014:



	Ordinary Dividends		Special Dividends		Total Dividends		Total Paid
	(per share)						(in millions)
2015
Second Quarter	$	0.50	$	—	$	0.50	$	146
First Quarter	0.50		2.00		2.50		734
2015 Total	$	1.00	$	2.00	$	3.00	$	880
2014
Second Quarter	$	0.34	$	—	$	0.34	$	99
First Quarter	0.34		1.00		1.34		392
2014 Total	$	0.68	$	1.00	$	1.68	$	491

Our Board of Directors will determine future dividends and share repurchase authorizations after giving consideration to the Company's levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time. We use cash flow generated from operating activities to fund our ordinary dividends and a combination of cash flow generated from operating activities and financing activities to fund our special dividends and share repurchases.

Table of Contents

Cash Flow

The following table provides a summary of our cash flow activity for year-to-date 2015 and 2014:



	Year-to-Date
	2015			2014
	(in millions)
Cash and Cash Equivalents, Beginning of Period	$	1,681		$	1,519
Net Cash Flows Provided by Operating Activities	375			446
Net Cash Flows Used for Investing Activities	(187		)	(334		)
Net Cash Flows Used for Financing Activities	(1,091		)	(485		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	2			1
Net Decrease in Cash and Cash Equivalents	(901		)	(372		)
Cash and Cash Equivalents, End of Period	$	780		$	1,147

Operating Activities

Net cash provided by operating activities in 2015 was $375 million, including net income of $453 million. Net income included depreciation and amortization of $224 million, gain on divestiture of the third-party apparel sourcing business of $78 million, share-based compensation expense of $50 million and excess tax benefits from share-based compensation of $61 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant items in working capital were the seasonal changes in Income Taxes Payable, Inventories, Other Assets and Liabilities and Accounts Payable, Accrued Expenses and Other.

Net cash provided by operating activities in 2014 was $446 million, including net income of $345 million. Net income included depreciation and amortization of $219 million, share-based compensation expense of $45 million and excess tax benefits from share-based compensation of $37 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant items in working capital were the seasonal changes in Income Taxes Payable, Inventories and Accounts Payable, Accrued Expenses and Other.

Investing Activities

Net cash used for investing activities in 2015 was $187 million consisting primarily of capital expenditures of $358 million and purchases of marketable securities of $50 million, partially offset by proceeds from the sale of assets of $135 million and divestiture of the third-party apparel sourcing business for $85 million. The capital expenditures included $269 million for opening new stores and remodeling and improving existing stores. Remaining capital expenditures were primarily related to spending on technology and infrastructure to support growth.

Net cash used for investing activities in 2014 was $334 million consisting primarily of capital expenditures of $349 million. The capital expenditures included $272 million for opening new stores and remodeling and improving existing stores. Remaining capital expenditures were primarily related to spending on technology and infrastructure to support growth.

Financing Activities

Net cash used for financing activities in 2015 was $1.091 billion consisting primarily of quarterly and special dividend payments aggregating to $3.00 per share, or $880 million, and repurchases of common stock of $295 million, partially offset by excess tax benefits from share-based compensation of $61 million and proceeds from the exercise of stock options of $23 million.

Net cash used for financing activities in 2014 was $485 million consisting primarily of quarterly and special dividend payments aggregating to $1.68 per share, or $491 million, and repurchases of common stock of $48 million, partially offset by excess tax benefits from share-based compensation of $37 million and proceeds from the exercise of stock options of $22 million.

Contingent Liabilities and Contractual Obligations

In connection with the disposition of certain businesses, we have remaining guarantees of approximately $18 million related to lease payments of Express, Limited Stores, Dick’s Sporting Goods and New York & Company under the current terms of noncancelable leases expiring at various dates through 2018. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the disposition of the businesses. In certain instances, our guarantee may remain in effect if the term of a lease is extended.

Our guarantees related to Express, Limited Stores and New York & Company require fair value accounting in accordance with GAAP in effect at the time of these divestitures. The guaranteed lease payments related to Express, Limited Stores and New York & Company totaled $7 million as of August 1, 2015, $11 million as of January 31, 2015 and $16 million as of August 2,

Table of Contents

2014. The estimated fair value of these guarantee obligations was $300 thousand as of August 1, 2015 and $1 million as of January 31, 2015 and August 2, 2014, and is included in Other Long-term Liabilities on the Consolidated Balance Sheets.

Our guarantees related to Dick’s Sporting Goods are not subject to fair value accounting, but require that a loss be accrued when probable and reasonably estimable based on GAAP in effect at the time of these divestitures. We have no liability recorded with respect to any of the guarantee obligations as we concluded that payments under these guarantees were not probable as of August 1, 2015, January 31, 2015 and August 2, 2014.

In connection with our investment in ETC, in the second quarter of 2015, we provided a guarantee of payment to an interest rate swap counterparty for amounts owed by ETC, if any, upon settlement if ETC is unable to pay. Our estimated maximum potential loss from this guarantee is $63 million. The estimated fair value of this guarantee obligation is not significant as of August 1, 2015. For additional information, see Note 6, "Equity Investments and Other" and Note 12, "Commitments and Contingencies" included in Item 1. Financial Statements.

In connection with our investment in EG, we, along with an unaffiliated member, provided a guarantee of interest, certain expenses and a completion guarantee on the construction of the commercial shopping center. Our estimated maximum potential loss from our involvement with EG totaled $42 million as of August 1, 2015, which includes our equity investment of $32 million and our estimated maximum potential loss from our guarantees related to EG's construction loan of $10 million. The estimated fair value of these guarantee obligations is not significant. We expect EG to obtain permanent financing prior to maturity of the construction loan, following completion of construction of the commercial shopping center. For additional information, see Note 6, "Equity Investments and Other" and Note 12, "Commitments and Contingencies" included in Item 1. Financial Statements.

In 2015, in connection with the sale and leaseback under noncancellable operating leases of certain assets, we provided residual value guarantees to the lessor if the leased assets cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. The leases expire in 2020, and the total amount of the guarantees is approximately $66 million. The estimated fair value of these guarantee obligations is not significant as of August 1, 2015.

Subsequent to August 1, 2015, we completed an additional sale and leaseback transaction of an additional asset under a noncancellable operating lease. We provided a residual value guarantee of $29 million to the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. The fair value, if any, of the guarantee will be recognized in the third quarter of 2015.

Our contractual obligations primarily consist of long-term debt and the related interest payments, operating leases, purchase orders for merchandise inventory and other long-term obligations. These contractual obligations impact our short-term and long-term liquidity and capital resource needs. There have been no material changes in our contractual obligations since January 31, 2015 other than the additional payments due under the operating lease agreements related to the sale and leaseback of certain assets described above. Additionally, certain of our contractual obligations may fluctuate during the normal course of business (primarily changes in our merchandise inventory-related purchase obligations which fluctuate throughout the year as a result of the seasonal nature of our operations).

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. This guidance requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be effective beginning in fiscal 2018, with early adoption as of fiscal 2017 permitted. The standard allows for either a full retrospective or a modified retrospective transition method. We are currently evaluating the impact of this standard, including the transition method, on our Consolidated Statements of Income and Comprehensive Income, Balance Sheets and Statements of Cash Flows.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. This guidance requires companies to recognize debt issuance costs related to recognized debt liabilities in the balance sheet as a direct deduction from the carrying amount of those debt liabilities, consistent with debt discounts. This guidance will be effective beginning in fiscal 2016, and early adoption is permitted. This standard requires retrospective adoption. We are finalizing our evaluation of this ASU, including timing of adoption, but expect to record a decrease to Other Assets and Long-term Debt of approximately $35 million upon adoption.

Table of Contents

IMPACT OF INFLATION

While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on the results of operations and financial condition have been minor.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to adopt accounting policies related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to inventories, long-lived assets, claims and contingencies, income taxes and revenue recognition. Management bases our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

There have been no material changes to the critical accounting policies and estimates disclosed in our 2014 Annual Report on Form 10-K.


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in foreign currency exchange rates or interest rates. We use derivative financial instruments like cross-currency swaps, forward contracts and interest rate swap arrangements to manage exposure to market risks. We do not use derivative financial instruments for trading purposes.

Foreign Exchange Rate Risk

We have operations in foreign countries which expose us to market risk associated with foreign currency exchange rate fluctuations. To mitigate the translation risk to our earnings and the fair value of our Canadian operations associated with fluctuations in the U.S. dollar-Canadian dollar exchange rate, we entered into a series of cross-currency swaps related to Canadian dollar denominated intercompany loans. These cross-currency swaps require the periodic exchange of fixed rate Canadian dollar interest payments for fixed rate U.S. dollar interest payments as well as exchange of Canadian dollar and U.S. dollar principal payments upon maturity. The remaining swap arrangements mature in January 2016 and January 2018 at the same time as the related loans. As a result of the Canadian dollar denominated intercompany loans and the related cross-currency swaps, we do not believe there is any material translation risk to our Canadian net earnings associated with fluctuations in the U.S. dollar-Canadian dollar exchange rate. For additional information, see Note 9, "Derivative Instruments" included in Item 1. Financial Statements.

In addition, our Canadian dollar and British pound denominated earnings are subject to exchange rate risk as substantially all of our merchandise sold in Canada and the U.K. is sourced through U.S. dollar transactions. Although we utilize foreign currency forward contracts to partially offset these risks, these measures may not succeed in offsetting all of the short-term impact of foreign currency rate movements and generally may not be effective in offsetting the long-term impact of sustained shifts in foreign currency rates.

Further, although our royalty arrangements with our international partners are denominated in U.S. dollars, the royalties we receive in U.S. dollars are calculated based on sales in the local currency. As a result, our royalties in these arrangements are exposed to foreign currency exchange rate fluctuations.

Interest Rate Risk

Our investment portfolio primarily consists of interest-bearing instruments that are classified as cash and cash equivalents based on their original maturities. Our investment portfolio is maintained in accordance with our investment policy, which specifies permitted types of investments, specifies credit quality standards and maturity profiles and limits credit exposure to any single issuer. The primary objective of our investment activities are the preservation of principal, the maintenance of liquidity and the maximization of interest income while minimizing risk. Currently, our investment portfolio is comprised of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, highly rated commercial paper and bank deposits. Given the short-term nature and quality of investments in our portfolio, we do not believe there is any material risk to principal associated with increases or decreases in interest rates.

All of our long-term debt as of August 1, 2015 has fixed interest rates. We will from time to time adjust our exposure to interest rate risk by entering into interest rate swap arrangements. As of August 1, 2015, we have interest rate swap

Table of Contents

arrangements with notional amounts of $300 million related to a portion of our 2017 Notes and $300 million related to a portion of our 2019 Notes.

The effect of the interest rate swap arrangements is to convert the respective amount of debt from a fixed interest rate to a variable interest rate. The variable interest rate associated with these swap arrangements fluctuates based on changes in three-month LIBOR.

For the balance of our long-term debt that is not subject to interest rate swap arrangements, our exposure to interest rate changes is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows.

Fair Value of Financial Instruments

As of August 1, 2015, management believes that the carrying values of cash and cash equivalents, marketable securities, receivables and payables approximate fair value because of the short maturity of these financial instruments.

The following table provides a summary of the carrying value and fair value of long-term debt and swap arrangements as of August 1, 2015, January 31, 2015 and August 2, 2014:



	August 1, 2015			January 31, 2015			August 2, 2014
	(in millions)
Long-term Debt:
Carrying Value	$	4,759		$	4,765		$	4,972
Fair Value, Estimated (a)	5,233			5,305			5,443
Cross-currency Swap Arrangements (b)	(25		)	(21		)	26
Fixed-to-Floating Interest Rate Swap Arrangements (b)	(7		)	(12		)	(3		)

_______________


(a)	The estimated fair value is based on reported transaction prices. The estimates presented are not necessarily indicative of the amounts that we could realize in a current market exchange.


(b)	Swap arrangements are in an (asset) liability position.

Concentration of Credit Risk

We maintain cash and cash equivalents and derivative contracts with various major financial institutions. We monitor the relative credit standing of financial institutions with whom we transact and limit the amount of credit exposure with any one entity. Currently, our investment portfolio is comprised of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, highly rated commercial paper and bank deposits. We also periodically review the relative credit standing of franchise, license and wholesale partners and other entities to which we grant credit terms in the normal course of business.


Item 4.	CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective and designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. In March 2015, we implemented new real estate and store design systems (including financial systems). Various processes and controls continue to be modified due to the new systems. Additionally, we implemented additional compensating controls over financial reporting to ensure the accuracy and integrity of our financial statements during the post-implementation phase. We believe the system and process changes will enhance internal control over financial reporting in future periods. There were no additional changes in our internal control over financial reporting that occurred in the second quarter 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II—OTHER INFORMATION


Item 1.	LEGAL PROCEEDINGS

We are a defendant in a variety of lawsuits arising in the ordinary course of business. Actions filed against our Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy, securities and other claims, including purported class action lawsuits. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, our current legal proceedings are not expected to have a material adverse effect on our financial position or results of operations.


Item 1A.	RISK FACTORS

The risk factors that affect our business and financial results are discussed in “Item 1A: Risk Factors” in the 2014 Annual Report on Form 10-K. We wish to caution the reader that the risk factors discussed in “Item 1A: Risk Factors” in our 2014 Annual Report on Form 10-K and those described elsewhere in this report or other SEC filings, could cause actual results to differ materially from those stated in any forward-looking statements.


Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides our repurchases of our common stock during the second quarter of 2015:



Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Programs (c)	Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Programs (c)
	(in thousands)			(in thousands)
May 2015	588	$	89.53	432	$	40,719
June 2015	569	85.24		551	243,167
July 2015	552	83.35		545	197,762
Total	1,709			1,528

_______________


(a)	The total number of shares repurchased includes shares repurchased as part of publicly announced programs, with the remainder relating to shares repurchased in connection with tax payments due upon vesting of employee restricted stock awards and the use of our stock to pay the exercise price on employee stock options.


(b)	The average price paid per share includes any broker commissions.


(c)	For additional share repurchase program information, see Note 3, "Earnings Per Share and Shareholders' Equity (Deficit)" included in Item 1. Financial Statements.


Item 3.	DEFAULTS UPON SENIOR SECURITIES

Not applicable.


Item 4.	MINE SAFETY DISCLOSURES

Not applicable.


Item 5.	OTHER INFORMATION

None.

Table of Contents


Item 6.	EXHIBITS



Exhibits

10.1		L Brands, Inc. 2015 Stock Option and Performance Incentive Plan Terms and Conditions of Restricted Share Unit Grant.

10.2		L Brands, Inc. 2015 Stock Option and Performance Incentive Plan Terms and Conditions of Stock Option Grant.

15		Letter re: Unaudited Interim Financial Information re: Incorporation of Report of Independent Registered Public Accounting Firm.

31.1		Section 302 Certification of CEO.

31.2		Section 302 Certification of CFO.

32		Section 906 Certification (by CEO and CFO).

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	L BRANDS, INC.
	(Registrant)

	By:	/s/ STUART B. BURGDOERFER
		Stuart B. Burgdoerfer Executive Vice President and Chief Financial Officer *

Date: September 4, 2015


*	Mr. Burgdoerfer is the principal financial officer and the principal accounting officer and has been duly authorized to sign on behalf of the Registrant.