Bond LB Group 7.5% ( US501797AR52 ) in USD

LB Group

102.06 % ▼

United States

US501797AR52 ( in USD )

7.5% per year ( payment 2 times a year)

14/06/2029

Prospectus brochure of the bond L Brands US501797AR52 en USD 7.5%, maturity 14/06/2029

2 000 USD

500 000 000 USD

501797AR5

BB ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

15/06/2026 ( In 125 days )

L Brands, formerly known as Limited Brands, is a multinational retailer primarily known for its Victoria's Secret and Bath & Body Works brands, although it has divested from other holdings in recent years.

The Bond issued by LB Group ( United States ) , in USD, with the ISIN code US501797AR52, pays a coupon of 7.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2029

The Bond issued by LB Group ( United States ) , in USD, with the ISIN code US501797AR52, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by LB Group ( United States ) , in USD, with the ISIN code US501797AR52, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 nt10001626x2_424b5.htm 424B5
TABLE OF CONTENTS
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-229414 and
333-229414-01 through 333-229414-14
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered
Offering Price
Registration Fee(1)
7.500% Senior Notes due 2029
$
500,000,000 $
60,600
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, 2019

L Brands, Inc.
$500,000,000
7.500% Senior Notes due 2029
We are offering $500,000,000 aggregate principal amount of 7.500% Senior Notes due 2029 (the "Notes"). We will pay interest
on the Notes on June 15 and December 15 of each year, beginning December 15, 2019. The Notes will mature on June 15, 2029.
We may redeem some or all of the Notes at any time on or after June 15, 2024 at the redemption prices described in this
prospectus supplement under the heading "Description of Notes--Optional Redemption". At any time prior to June 15, 2024, we may
redeem some or all of the Notes 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, at any time prior to June 15, 2022, redeem up to 35% of the Notes using the proceeds of
certain equity offerings. If a change of control triggering event as defined in this prospectus supplement under the heading
"Description of the Notes--Change of Control Triggering Event" occurs, we will 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)

98.286% $
491,430,000
Underwriting discount

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

97.536% $
487,680,000
(1)
Plus accrued interest from June 20, 2019, if settlement occurs after that date.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or 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 June 20, 2019.
Joint Book-Running Managers
Citigroup
BofA Merrill Lynch
HSBC
J.P. Morgan
Senior Co-Managers
Barclays
ICBC Standard Bank
KeyBanc Capital Markets
Mizuho Securities
US Bancorp
Wells Fargo Securities
Co-Managers
Huntington Capital Markets
PNC Capital Markets LLC
Scotiabank
TD Securities
June 5, 2019
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TABLE OF CONTENTS
TABLE OF CONTENTS
Prospectus Supplement

PAGE
About This Prospectus Supplement

S-ii
PRIIPS Regulation / Prohibition of Sales to EEA Retail Investors

S-ii
Available Information

S-ii
Forward-Looking Statements

S-iv
Market and Industry Data

S-vi
Non-GAAP Financial Measures

S-vi
Summary

S-1
Risk Factors

S-12
Use of Proceeds

S-23
Capitalization

S-24
Description of Certain Debt

S-25
Description of the Notes

S-28
Book-Entry, Delivery and Form

S-37
Material U.S. Federal Income Tax Considerations

S-40
Underwriting (Conflicts of Interest)

S-43
Legal Matters

S-48
Experts

S-48

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
Description of Capital Stock

6
Description of Depositary Shares

9
Description of Debt Securities and Guarantees of Debt Securities

10
Description of Warrants

17
Description of Purchase Contracts

18
Description of Units

18
Plan of Distribution

19
Legal Opinions

20
Experts

20
We have not authorized anyone to provide any information other than that contained in 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.
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S-i
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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, 2019, 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"). The SEC maintains a website 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.
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"), 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.
S-ii
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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 February 2, 2019, as filed on March 22, 2019;
(b) Quarterly Report on Form 10-Q for the quarter ended May 4, 2019, as filed on June 4, 2019;
(c) Current Reports on Form 8-K, as filed on April 18, 2019 and May 16, 2019; and
(d) Definitive Proxy Statement on Form 14A, as filed on April 23, 2019.
The preceding list of documents incorporated by reference into this prospectus supplement supersedes and replaces the documents
listed in the accompanying prospectus under the heading "Incorporation of Documents by Reference."
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
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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;
·
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;
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·
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;
·
our geographic concentration of vendor and distribution facilities in central Ohio;
·
fluctuations in foreign currency exchange rates;
·
stock price volatility;
·
our ability to pay dividends and related effects;
S-iv
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·
our ability to maintain our credit rating;
·
our ability to service or refinance our debt;
·
shareholder activism matters;
·
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;
·
liabilities arising from divested businesses;
·
our ability to implement and maintain information technology systems and to protect associated data;
·
our ability to maintain the security of customer, associate, third-party or company information;
·
our ability to comply with regulatory requirements;
·
legal and compliance matters; and
·
tax, trade and other regulatory matters.
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."
S-v
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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 earnings before interest, income taxes, depreciation and amortization ("EBITDA") (and ratios derived
therefrom) in this prospectus supplement, which is a non-GAAP financial measure. 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. However, EBITDA should not be
viewed as an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure
of liquidity. Additionally, it is not intended to be a measure of free cash flow for management's discretionary use, as it does not
consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies
use identical calculations, our presentation of EBITDA in this prospectus supplement may not be comparable to similarly titled
measures of other companies.
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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 in 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 products. We sell our merchandise through
company-owned specialty retail stores in the United States ("U.S."), Canada, the United Kingdom ("U.K."), Ireland and Greater
China (China and Hong Kong); through websites; and through international franchise, license and wholesale partners (collectively,
"partners").
Victoria's Secret
Victoria's Secret, including PINK, 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 online and at more than 1,180 Victoria's Secret and
PINK company-owned stores in the U.S., Canada, U.K., Ireland and Greater China. Additionally, Victoria's Secret and PINK have
more than 430 stores in approximately 70 countries operating under franchise, license and wholesale arrangements.
Bath & Body Works
Bath & Body Works, which sells products under the Bath & Body Works, White Barn, C.O. Bigelow and other brand names,
is one of the leading specialty retailers of body care, home fragrance products, soaps and sanitizers. We sell our Bath & Body
Works products online and at more than 1,730 Bath & Body Works company-owned stores in the U.S. and Canada. Additionally,
Bath & Body Works has more than 240 stores in approximately 30 other countries operating under franchise, license and wholesale
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arrangements.
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 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, sleepwear, 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 and accessories.
·
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.
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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.
Digital Experience
In addition to our in-store experience, we strive to create a customer-centric digital platform that integrates the digital and
physical brand experience. Our digital presence, including social media, our websites and our mobile applications, allows us to get
to know our customers better and communicate with them anytime and anywhere.
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 and PINK and new fragrance and other 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 and
production 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 The Gap, Ralph Lauren, Tory Burch, Starbucks,
Land's End, Levi Strauss, Boots, The Home Depot and Yum Brands. We believe that we have one of the most experienced
management teams in retail.
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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 brands internationally; and
·
Focus on the fundamentals of our business.
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 regarding certain of our key business priorities:
Grow our business in North America
Our number one priority is improving performance at Victoria's Secret by staying close to our customers, improving our
assortment and improving the customer experience in stores and online. We have new leaders at Victoria's Secret Lingerie and
PINK, and we are looking at every aspect of our business: our marketing, brand positioning, internal talent, real estate portfolio,
direct business and cost structure. We are focused on improving our merchandise assortment. We believe we have significant
opportunities to improve our merchandise, making sure we have a robust product pipeline, fashion that our customers really want
with high emotional content. We will also be expanding our assortment to include new and previously exited categories, but doing
some things differently through new licensing opportunities in eyewear and swimwear.
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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 will continue to invest in the
White Barn concept, which continues to yield strong results. In 2019, we plan to increase our square footage at Bath & Body Works
North America by about 3% through the opening of approximately 25 net new Bath & Body Works stores and the remodeling of
existing stores.
Our Victoria's Secret and Bath & Body Works direct businesses, with $2.5 billion in annual sales and operating margins in
excess of 20%, are growing rapidly at a mid-to-high-teens rate. We anticipate that our investment in technology and logistics will
increase substantially in 2019 for initiatives supporting our direct businesses.
Extend our 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 expand our presence outside of North America by opening company-owned
stores, as well as by increasing the number of stores operated by our international partners.
·
Victoria's Secret International Stores We have made significant progress in expanding Victoria's Secret internationally.
During 2018, we opened eight new Victoria's Secret full-assortment stores in Greater China, bringing the total to 15. In
2019, we have plans to open three to five new Victoria's Secret full-assortment stores in Greater China. Further, our
partners opened 15 Victoria's Secret full-assortment and four PINK stores in 2018, bringing the totals to 47 Victoria's
Secret full-assortment stores and nine PINK stores. There were notable openings in Australia, Costa Rica, Indonesia,
Italy, Malaysia and Thailand. Our partners plan to open approximately 20 Victoria's Secret full-assortment stores and one
or two PINK stores in 2019.
·
Victoria's Secret Beauty and Accessories Stores During 2018, we opened nine net new Victoria's Secret Beauty and
Accessories stores in Greater China, bringing the total to 38. In 2019, we expect to open six to ten net new Victoria's
Secret Beauty and Accessories stores in Greater China. Additionally, our partners operate 378 Victoria's Secret Beauty
and Accessories stores in approximately 70 countries worldwide. These stores are located in local markets, airports and
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Document Outline

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