Obligation LB Inc. 5.25% ( US501797AN49 ) en USD

LB Inc.

101.355 % ▲

Etats-unis

US501797AN49 ( en USD )

5.25% par an ( paiement semestriel )

31/01/2028

Prospectus brochure de l'obligation L Brands Inc US501797AN49 en USD 5.25%, échéance 31/01/2028

2 000 USD

500 000 000 USD

501797AN4

BB+ ( Spéculatif )

Ba2 ( Spéculatif )

01/08/2026 ( Dans 174 jours )

L Brands Inc. était une société américaine de vente au détail de vêtements et de cosmétiques, propriétaire de marques comme Victoria's Secret et Bath & Body Works, avant la scission et la vente de Victoria's Secret en 2021, laissant Bath & Body Works comme sa principale activité.

L'Obligation émise par LB Inc. ( Etats-unis ) , en USD, avec le code ISIN US501797AN49, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2028

L'Obligation émise par LB Inc. ( Etats-unis ) , en USD, avec le code ISIN US501797AN49, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par LB Inc. ( Etats-unis ) , en USD, avec le code ISIN US501797AN49, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d468735d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-209236 and
333-209236-01 through 333-209236-14
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered

Offering Price

Fee(1)
5.250% Senior Notes due 2028

$500,000,000

$62,250
Guarantees(2)

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration fee is payable for the guarantees.
Table of Contents

Prospectus Supplement
To Prospectus dated January 29, 2016

L Brands, Inc.
$500,000,000
5.250% Senior Notes due 2028

We are offering $500,000,000 aggregate principal amount of 5.250% Senior Notes due 2028. We will pay interest on the notes on February 1 and
August 1 of each year, beginning August 1, 2018. The notes will mature on February 1, 2028.
We may redeem some or all of the notes at any time at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest
plus a "make-whole" premium. We may also redeem up to 35% of the notes using the proceeds of certain equity offerings completed before February 1, 2021.
If a change of control triggering event as defined in this prospectus supplement under the heading "Description of the Notes--Change of Control" occurs, we
may be required to offer to purchase the notes from the holders.
The notes will rank equally in right of payment with all our existing and future senior debt and rank senior to all our future subordinated debt, if
any. The notes will be guaranteed by certain of our subsidiaries on a senior unsecured basis and will therefore rank senior to any series of our existing and
future senior unsecured notes that are not guaranteed by our subsidiaries to the extent of the value of the assets of such subsidiary guarantors. The notes and
the guarantees will rank effectively junior to all secured debt of ours and the guarantors to the extent of the value of the assets securing such debt and will be
structurally subordinated to all debt of our subsidiaries that are not guaranteeing the notes.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement for a discussion of certain
risks that you should consider in connection with an investment in the notes.

Per Note

Total

Public offering price(1)

100.000%
$500,000,000
Underwriting discount

0.750%
$
3,750,000
Proceeds before expenses to us(1)

99.250%
$496,250,000

(1)
Plus accrued interest from January 23, 2018, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5
determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking, S.A., on or about January 23, 2018.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

HSBC
J.P. Morgan

Wells Fargo Securities
Senior Co-Managers

Barclays

ICBC Standard Bank

KeyBanc Capital Markets

Mizuho Securities

US Bancorp
Co-Managers

Huntington Capital Markets

Scotiabank

Standard Chartered Bank

TD Securities
January 8, 2018
Table of Contents
https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement

ii
Available Information

ii
Forward-Looking Statements

iv
Market and Industry Data

vi
Non-GAAP Financial Measures

vi
Summary

S-1
Risk Factors

S-12
Use of Proceeds

S-24
Ratios of Earnings to Fixed Charges

S-24
Capitalization

S-25
Description of Certain Debt

S-26
Description of the Notes

S-28
Book-Entry, Delivery and Form

S-38
Certain U.S. Federal Income Tax Considerations

S-41
Underwriting (Conflicts of Interest)

S-45
Legal Matters

S-51
Experts

S-51
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

2
Incorporation of Documents by Reference

2
Forward-Looking Statements

3
L Brands, Inc.

4
The Guarantors

4
Risk Factors

5
Use of Proceeds

5
Ratios of Earnings to Fixed Charges

5
https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5
Description of Capital Stock

7
Description of Depositary Shares

10
Description of Debt Securities and Guarantees of Debt Securities

11
Description of Warrants

18
Description of Purchase Contracts

20
Description of Units

20
Plan of Distribution

21
Legal Opinions

22
Experts

22
We have not authorized anyone to provide any information other than that contained or incorporated by reference into this prospectus supplement,
the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for,
and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus
supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of any date other than their
respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The second part, the
accompanying prospectus dated January 29, 2016, gives more general information, some of which may not apply to this offering.
This prospectus supplement and the information incorporated by reference into this prospectus supplement may add to, update or change the
information in the accompanying prospectus. If information in this prospectus supplement varies in any way from the information in the accompanying
prospectus or in a document we have incorporated by reference, you should rely on the information in the more recent document.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or the underwriters or
any one of them, to subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in any
jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See
"Underwriting (Conflicts of Interest)."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "we," "us," "our," "L Brands" and the
"Company" refer to L Brands, Inc. and its subsidiaries. If we use a capitalized term in this prospectus supplement and do not define the term in this document,
it is defined in the accompanying prospectus.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS
THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE
OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA ("EEA"). FOR
THESE PURPOSES, A "RETAIL INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT
(11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE
2002/92/EC (AS AMENDED, THE "INSURANCE MEDIATION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN
DIRECTIVE 2003/71/EC (AS AMENDED, THE "PROSPECTUS DIRECTIVE").
CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE
"PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN
THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO
ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
AVAILABLE INFORMATION
We file reports and other information with the Securities and Exchange Commission ("SEC"). Such reports and other information filed by us may
be inspected and copied at the SEC's public reference room at 100 F Street, NE, Washington, D.C. 20549. For further information about the public reference
room, call 1-800-SEC-0330. The SEC also maintains a website on the Internet that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, and such website is located at http://www.sec.gov.

ii
Table of Contents
https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement, and information that
we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than,
in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules), on or after the date of this prospectus
supplement until all of the notes are sold.
The following documents filed with the SEC are incorporated by reference into this prospectus supplement:

(a)
Annual Report on Form 10-K for the year ended January 28, 2017;

(b)
Quarterly Reports on Form 10-Q for the quarterly periods ended April 29, 2017, July 29, 2017 and October 28, 2017;

(c)
Current Reports on Form 8-K as filed with the SEC on February 3, 2017 (with respect to Item 8.01), May 17, 2017 (with respect to Items

1.01, 2.03 and 9.01), May 23, 2017, August 22, 2017 and September 20, 2017; and

(d)
Definitive Proxy Statement on Form 14A filed on April 6, 2017.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
L Brands, Inc.
Three Limited Parkway
P.O. Box 16000
Columbus, Ohio 43216
(614) 415-6400

iii
Table of Contents
FORWARD-LOOKING STATEMENTS
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this
prospectus supplement, incorporated by reference into this prospectus supplement 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 prospectus supplement, incorporated by reference into
this prospectus supplement 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 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 internationally and related risks;

· our independent franchise, license and wholesale partners;

· our direct channel businesses;

· our ability to protect our reputation and our brand images;

· our ability to attract customers with marketing, advertising and promotional programs;

· our ability to protect our trade names, trademarks and patents;

https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5

· the highly competitive nature of the retail industry and the segments in which we operate;

· consumer acceptance of our products and our ability to manage the life cycle of our brands, 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, significant health hazards, environmental hazards or natural disasters;

·
duties, taxes and other charges;

·
legal and regulatory matters;

·
volatility in currency exchange rates;

iv
Table of Contents

·
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;

· our geographic concentration of supplier and distribution facilities in central Ohio;

· fluctuations in foreign currency exchange rates;

· stock price volatility;

· our ability to pay dividends and related effects;

· our ability 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 associates and manage labor-related costs;

· the ability of our vendors to deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations;

· fluctuations in product input costs;

· our ability to adequately protect our assets from loss and theft;

· 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 ability to maintain the security of customer, associate, supplier or company information;

· our ability to comply with regulatory requirements;

· legal and compliance matters; and

· tax, trade and other regulatory matters.
https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5
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 prospectus supplement or incorporated by reference into this prospectus supplement to reflect circumstances existing after the date
of this prospectus supplement 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 under the heading
"Risk Factors."

v
Table of Contents
MARKET AND INDUSTRY DATA
Market and industry data and forecasts used in this prospectus supplement or incorporated by reference into this prospectus supplement have been
obtained from independent industry sources. Although we believe these third-party sources to be reliable, we have not independently verified the data
obtained from these sources and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus supplement or
incorporated by reference into this prospectus supplement.
NON-GAAP FINANCIAL MEASURES
We have included certain non-GAAP financial measures in this prospectus supplement, including earnings before interest, income taxes,
depreciation and amortization or EBITDA. We believe that the presentation of EBITDA enhances an investor's understanding of our financial performance.
We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are
not representative of our core business. We believe that EBITDA will provide investors with a useful tool for assessing the comparability between periods of
our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. We use EBITDA for business
planning purposes and in measuring our performance relative to that of our competitors.

vi
Table of Contents
SUMMARY
This summary highlights the information contained elsewhere in this prospectus supplement or incorporated by reference herein. Because this
is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we
encourage you to read this entire prospectus supplement and the documents incorporated by reference herein. You should read the following summary
together with the more detailed information and consolidated financial statements and the notes to those statements incorporated by reference into this
prospectus supplement. Unless otherwise indicated, financial information included or incorporated by reference into this prospectus supplement is
presented on an historical basis.
Our Company
Founded in 1963 in Columbus, Ohio, we have evolved from an apparel-based specialty retailer to a segment leader focused on women's
intimate and other apparel, personal care, beauty and home fragrance categories. We sell our merchandise through company-owned specialty retail stores
in the United States ("U.S."), Canada, the United Kingdom ("U.K."), Greater China (China and Hong Kong) and Ireland, which are primarily mall-
based; through websites; and through international franchise, license and wholesale partners (collectively, "partners").
Victoria's Secret
Victoria's Secret, including PINK, the iconic women's intimate brand featuring celebrated supermodels and a world-famous fashion show, is a
specialty retailer of women's intimate and other apparel with fashion-inspired collections and prestige fragrances. We sell our Victoria's Secret products
at more than 1,230 Victoria's Secret and PINK stores in the U.S., Canada, the U.K., Greater China and Ireland, and online at www.VictoriasSecret.com.
Additionally, Victoria's Secret and PINK have more than 430 stores in more than 70 countries operating under franchise, license and wholesale
arrangements.
Bath & Body Works
Bath & Body Works is one of the leading specialty retailers of body care, home fragrance products, soaps and sanitizers. We sell our Bath &
Body Works products at more than 1,700 Bath & Body Works stores in the U.S. and Canada and online at www.BathandBodyWorks.com. Additionally,
Bath & Body Works has more than 170 stores in more than 30 other countries operating under franchise, license and wholesale arrangements.
Other Brands
https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5
La Senza is a specialty retailer of women's intimate apparel. We sell our La Senza products at more than 120 La Senza stores in Canada and
the U.S. and online at www.LaSenza.com. Additionally, La Senza has more than 190 stores in more than 20 other countries operating under franchise and
license arrangements.
Henri Bendel sells handbags, jewelry and other accessory products through our New York flagship and 27 other stores, as well as online at
www.HenriBendel.com.

S-1
Table of Contents
Our Strengths
We believe the following competitive strengths contribute to our leading market position, differentiate us from our competitors, and will drive
future growth:
Industry Leading Brands
We have developed and operate brands that have come to represent an aspirational lifestyle. Our brands allow us to target markets across the
economic spectrum, across demographics and across the world. We believe that our three flagship brands, Victoria's Secret, PINK and Bath & Body
Works, are highly recognizable which provides us with a competitive advantage.

· At Victoria's Secret, we market glamorous and sexy product lines to our customers. While bras and panties are the core of what we do,

this brand also gives our customers choices in beauty products, fragrances, loungewear, athletic attire and personal care accessories.

· At PINK, we market products to the college-aged woman. While bras and panties are the core of what we do, this brand also gives our

customers choices in apparel, loungewear, athletic attire, personal care accessories and swim.

· Bath & Body Works caters to our customers' entire well-being, providing shower gels and lotions, aromatherapy, home fragrance, soaps

and sanitizers and body care accessories.
In-Store Experience and Store Operations
We view our customers' in-store experience as an important vehicle for communicating the image of each brand. We utilize visual
presentation of merchandise, in-store marketing, music and our sales associates to reinforce the image represented by the brands.
Our in-store marketing is designed to convey the principal elements and personality of each brand. The store design, furniture, fixtures and
music are all carefully planned and coordinated to create a unique shopping experience. Every brand displays merchandise uniformly to ensure a
consistent store experience, regardless of location. Store managers receive detailed plans designating fixture and merchandise placement to ensure
coordinated execution of the company-wide merchandising strategy.
Our sales associates and managers are a central element in creating the atmosphere of the stores by providing a high level of customer service.
Product Development, Sourcing and Logistics
We believe a large part of our success comes from frequent and innovative product launches, which include bra launches at Victoria's Secret,
PINK and La Senza and new fragrance and product launches at Bath & Body Works. Our merchant, design and sourcing teams have a long history of
bringing innovative products to our customers. Additionally, we believe that our sourcing function (Mast Global) has a long and deep presence in the key
sourcing markets including those in the U.S. and Asia, which helps us partner with the best manufacturers to get high-quality products quickly.
Experienced and Committed Management Team
We were founded in 1963 and have been led since inception by Leslie H. Wexner. Our senior management team has a wealth of retail and
business experience at L Brands, Inc. and other companies such as Nike, Coach, The Gap, Inc., The Home Depot, Land's End, Levi Strauss, Boots and
Yum Brands. We believe that we have one of the most experienced management teams in retail.

https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5

S-2
Table of Contents
Strategy
We have a multi-year goal to grow our business and increase operating margins for our brands by focusing on these key business priorities:

· Grow our business in North America;

· Extend our core brands internationally; and

· Focus on the fundamentals of our business including managing inventory, expenses and capital with discipline.
We also continue to focus on:

· Attracting and retaining top talent;

· Maintaining a strong cash and liquidity position while optimizing our capital structure; and

· Returning value to our shareholders.
The following is a discussion of certain of our key business priorities:
Grow Our Business in North America
Our first focus is on the substantial growth opportunity in North America.
In 2016, we announced strategic decisions within Victoria's Secret to evolve the business with the changing retail environment. To better
focus our resources on core merchandise categories, we decided to eliminate non-core categories including swim in our lingerie business, and apparel
items that were offered in our direct channel but not in stores. We believe the elimination of these categories will more closely align the stores and direct
channels, and will enable us to increase our focus on our core categories where we have bigger growth opportunities. Additionally, we substantially
reduced direct mail couponing and eliminated our catalogue circulation, instead focusing on brand building and loyalty-enhancing marketing. In fiscal
2017, Victoria's Secret square footage in North America will be about flat versus last year, and we will remodel about 80 stores. In our direct channel,
we have the infrastructure in place to support growth. We believe our direct channel is an important form of brand advertising given the ubiquitous
nature of the internet and our large customer file.
The core of Bath & Body Works is its body care, home fragrance products, soaps and sanitizers which together make up the majority of sales
and profits for the business. We see clear opportunities for substantial growth in these categories by focusing on product newness and innovation and
expanding into under-penetrated market and price segments. We also have an opportunity to expand by creating a Bath & Body Works and White Barn
shop-in-shop at many of our store locations. In fiscal 2017, we will increase our square footage at Bath & Body Works North America by about 3%
primarily through remodels of existing stores. Additionally, www.BathandBodyWorks.com continues to exhibit significant year-over-year growth.
Extend Our Core Brands Internationally
We believe there is substantial opportunity for international growth. We have separate, dedicated teams that have taken a methodical, "test and
learn" approach to expansion. We began our international expansion with the acquisition of La Senza at the beginning of 2007, and we've continued to
expand our presence outside of

S-3
Table of Contents
North America by opening company-owned stores, as well as increasing the number of stores operated by our international partners.

https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

424B5
· Victoria's Secret International Stores--We have made significant progress in expanding Victoria's Secret internationally. In China, we
have a regional office with a management team with experience in growing global brands in the region. In fiscal 2017, we plan to open
six Victoria's Secret full-assortment stores in Greater China, with five of them having opened as of December 30, 2017. In fiscal 2017,
we plan to open three Victoria's Secret full-assortment and two PINK stores in the U.K., with two of each store having opened as of

December 30, 2017. We also opened our first Victoria's Secret full-assortment store in Ireland in December of 2017. Finally, our
partners opened seven Victoria's Secret full-assortment stores as of October 28, 2017 with notable openings in Poland, Russia, Turkey
and the Middle East, bringing the total to 30 Victoria's Secret full-assortment and five PINK stores. Our partners plan to open an
additional two Victoria's Secret full-assortment stores in the fourth quarter of 2017.

· Victoria's Secret Beauty and Accessories Stores--In 2017, our partners opened seven net new Victoria's Secret Beauty and Accessories
stores, bringing the total to 398 as of October 28, 2017. These stores are located in local markets, airports and tourist destinations, and

are focused on Victoria's Secret branded beauty and accessory products. Our partners plan to open an additional 11 to 16 Victoria's
Secret Beauty and Accessories stores in the fourth quarter of 2017.

· Bath & Body Works International Stores--In 2017, our partners opened 17 net new Bath & Body Works stores, bringing the total in the

Middle East, Latin America, Southeast Asia and Europe to 176 as of October 28, 2017. Our partners plan to open 15 to 20 additional
stores in the fourth quarter of 2017.
Focus on the Fundamentals of Our Business
We are focused on the fundamentals of our business which include our customers, core merchandise categories, inventory management, speed
and agility, and store selling and execution. In terms of speed and agility, we are focused on inventory discipline through lead-time reductions and
in-season agility to increase sales and reduce promotional activity. Finally, we continue to optimize our store selling and execution by concentrating on a
better store experience and developing and retaining talented, trained and productive store associates.
Recent Developments
On January 3, 2018, we called all of our outstanding 8.500% senior notes due 2019 (our "2019 notes") for redemption. The redemption date
will be February 2, 2018, and the redemption price will be equal to the greater of (a) 100% of the principal amount of the notes to be redeemed and
(b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate, plus 50 basis points, plus
accrued interest thereon to the redemption date. We intend to use the net proceeds from the offering, together with cash on hand, to fund the redemption
of our 2019 notes. This prospectus supplement does not constitute a notice of redemption for our 2019 notes. The redemption of our 2019 notes is not
conditioned on the closing of this offering.

S-4
Table of Contents
Organizational Structure
The following summary organization chart sets forth the basic corporate structure of L Brands, Inc. after giving effect to the offering(1).

https://www.sec.gov/Archives/edgar/data/701985/000119312518007255/d468735d424b5.htm[1/9/2018 4:46:44 PM]

Document Outline

#1">
- #1">