LB 10-K Annual Report Jan. 28, 2023 | Alphaminr
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LB 10-K Fiscal year ended Jan. 28, 2023

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L BRANDS, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors and Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K, dated May 20, 2020),as amended by the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated August 3, 2021). 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K dated January 28, 2022). 4.5 First Supplemental Indenture dated as of May31, 2005 among the Company, The Bank of New York and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4.1.2 to the Companys Registration Statement on Form S-3 (Reg. No. 333-125561) filed on June6, 2005. 4.6 Second Supplemental Indenture dated as of July17, 2007 between the Company and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4.1.3 to the Companys Registration Statement on Form S-3 (Reg. No. 333-146420) filed on October 1, 2007. 4.7 Form of Fifth Supplemental Indenture dated as of March 25, 2011 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1.6 to the post-effective amendment to the Companys Registration Statement on Form S-3 (Reg. No. 333-170406) filed on March 22, 2011. 4.8 Sixth Supplemental Indenture dated as of February 7, 2012 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended April 28, 2012. 4.9 Seventh Supplemental Indenture dated as of March 22, 2013 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1.8 to the Companys Registration Statement on Form S-3 (Reg. No. 333-191968) filed on October 29, 2013. 4.10 Eighth Supplemental Indenture dated as of October 16, 2013 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1.9 to the Companys Registration Statement on Form S-3 (Reg. No. 333-191968) filed on October 29, 2013. 4.11 Ninth Supplemental Indenture dated as of January 30, 2015 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, as trustee, incorporated by reference to Exhibit 4.16 to the Companys Registration Statement on Form S-4 (Reg. No. 333-209114) filed on January 25, 2016. 4.12 Indenture dated as of October 30, 2015 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated November 3, 2015. 4.13 Indenture, dated as of June 16, 2016, between the Company and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated June 16, 2016. 4.14 First Supplemental Indenture dated as of June 16, 2016 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K dated June 16, 2016. 4.15 Second Supplemental Indenture dated as of January 23, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K dated January 23, 2018. 4.16 Indenture dated as of June 18, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.25 to the Company's Registration Statement on Form S-4 (Reg. No. 333-227288) filed on September 11, 2018. 4.17 Supplemental Indenture No. 1 dated as of June 29, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.26 to the Company's Registration Statement on Form S-4 (Reg. No. 333-227288) filed on September 11, 2018. 4.18 Third Supplemental Indenture dated as of June 20, 2019 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated June 24, 2019. 4.19 Fourth Supplemental Indenture dated as of June 30, 2019 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended August 3, 2019. 4.20 Tenth Supplemental Indenture dated as of June 30, 2019 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended August 3, 2019. 4.21 Indenture dated as of June 18, 2020 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated June 18, 2020. 4.22 Indenture dated as of June 18, 2020 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K dated June 18, 2020. 4.23 Indenture dated as of September 30, 2020 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated September 30, 2020. 4.24 Eleventh Supplemental Indenture dated as of October 16, 2020 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated October 19, 2020. 4.25 Description of the Registrant's Securities. 4.26 Twelfth Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.26 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.27 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.27 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.28 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.28 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.29 Fifth Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.29 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.30 Second Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.30 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.31 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.31 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.32 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.32 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.33 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.33 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.34 Second Supplemental Indenture dated as of November 17, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.34 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.35 Second Supplemental Indenture dated as of November 17, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.35 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.36 Second Supplemental Indenture dated as of November 17, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.36 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 4.37 Thirteenth Supplemental Indenture dated as of November 17, 2021 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.37 to the Companys Annual Report on Form 10-K for the year ended January 29, 2022. 10.1 Form of Indemnification Agreement between the Company and the directors and executive officers of the Company.** 10.2 2011 Stock Option and Performance Incentive Plan incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K for the fiscal year ended January 28, 2012.** 10.3 2015 Stock Option and Performance Incentive Plan, incorporated by reference to Exhibit 99.1 to the Companys Registration Statement on Form S-8 (Reg. No. 333-206787) filed on September 4, 2015.** 10.4 2015 Stock Option and Performance Incentive Plan Terms and Conditions of Restricted Share Unit Grant, incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended August 1, 2015.** 10.5 2015 Stock Option and Performance Incentive Plan Terms and Conditions of Stock Option Grant, incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended August 1, 2015.** 10.6 2020 Stock Option and Performance Incentive Plan, incorporated by reference to Appendix C to the Company's Proxy Statement dated April 2, 2020.** 10.7 2020 Stock Option and Performance Incentive Plan Restricted Share Unit Award Agreement (Form of Associate Award), incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended May 1, 2021.** 10.8 2020 Stock Option and Performance Incentive Plan Performance Share Unit Award Agreement, incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended May 1, 2021.** 10.9 2020 Stock Option and Performance Incentive Plan Stock Option Award Agreement, incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended May 1, 2021.** 10.10 2020 Stock Option and Performance Incentive Plan Restricted Share Unit Award Agreement between the Company and Sarah Nash, dated as of March 11, 2022, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 11, 2022.** 10.11 2020 Stock Option and Performance Incentive Plan Restricted Share Unit Award Agreement (Form of Director Award Agreement).** 10.12 Amended and Restated 2015 Cash Incentive Compensation Performance Plan, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022.** 10.13 Associate Stock Purchase Plan, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 13, 2022.** 10.14 Offer Letter between the Company and Gina Boswell, dated as of November 1, 2022.** 10.15 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Gina Boswell, dated as of December 1, 2022.** 10.16 Executive Severance Agreement between the Company and Gina Boswell, dated as of December 1, 2022.** 10.17 Executive Letter Agreement between the Company and Wendy Arlin, dated August 2, 2021, incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2021.** 10.18 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Wendy Arlin, dated as of May 12, 2021.** 10.19 Executive Severance Agreement between the Company and Wendy Arlin, dated as of May 13, 2022, incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.** 10.20 Executive Retention Agreement between the Company and Wendy Arlin, dated as of May 13, 2022, incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.** 10.21 Executive Employment Agreement between Bath and Body Works, LLC and Deon Riley, dated February 4, 2021, incorporated by reference to Exhibit 10.26 to the Companys Annual Report on Form 10-K for the year ended January 30, 2021.** 10.22 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Deon Riley, dated as of December 7, 2020.** 10.23 Executive Severance Agreement between the Company and Deon Riley, dated as of May 13, 2022, incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.** 10.24 Executive Retention Agreement between the Company and Deon Riley, dated as of May 13, 2022, incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.** 10.25 Executive Employment Agreement between Bath & Body Works, LLC and Julie Rosen, dated as of February 3, 2021, incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K for the year ended January 30, 2021.** 10.26 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Julie Rosen, dated as of July 23, 2020.** 10.27 Executive Severance Agreement between the Company and Julie Rosen, dated as of May 13, 2022, incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.** 10.28 Executive Retention Agreement between the Company and Julie Rosen, dated as of May 13, 2022, incorporated by reference to Exhibit 10.8 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.** 10.29 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Michael Wu, dated as of April 19, 2021.** 10.30 Offer Letter between the Company and Michael Wu, dated as of April 19, 2021.** 10.31 Executive Severance Agreement between the Company and Michael Wu, dated as of May 13, 2022.** 10.32 Executive Retention Agreement between the Company and Michael Wu, dated as of May 13, 2022.** 10.33 Transition & General Release Agreement between the Company and Andrew Meslow, dated as of May 4, 2022, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated May 5, 2022.** 10.34 Executive Retirement Agreement between the Company and Stuart Burgdoerfer, dated as of August 2, 2021, incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 31, 2021.** 10.35 Second Amended and Restated Master Aircraft Time Sharing Agreement effective as of August 13, 2021 between the Company and L Brands Service Company, LLC.** 10.36 Separation and Distribution Agreement between the Company and Victorias Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K dated August 3, 2021.*** 10.37 L Brands to VS Transition Services Agreement between the Company and Victorias Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated August 3, 2021.*** 10.38 Amendment No. 1 to L Brands to VS Transition Services Agreement between the Company and Victorias Secret & Co., dated as of July 20, 2022, incorporated by reference to Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.*** 10.39 Amendment No. 2 to L Brands to VS Transition Services Agreement between the Company and Victorias Secret & Co., dated as of January 23, 2023.*** 10.40 VS to L Brands Transition Services Agreement between the Company and Victorias Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K dated August 3, 2021.*** 10.41 Amendment No. 1 to VS to L Brands Transition Services Agreement between the Company and Victorias Secret & Co., dated as of July 20, 2022, incorporated by reference to Exhibit 10.10 to the Companys Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.*** 10.42 Amendment No. 2 to VS to L Brands Transition Services Agreement between the Company and Victorias Secret & Co., dated as of January 23, 2023.*** 10.43 Tax Matters Agreement between the Company and Victorias Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K dated August 3, 2021. 10.44 Employee Matters Agreement between the Company and Victorias Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K dated August 3, 2021.*** 10.45 Domestic Transportation Services Agreement between Mast Logistics Services, LLC and Victorias Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K dated August 3, 2021. 10.46 Amended and Restated Revolving Credit Agreement among the Company, the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., dated as of August 2, 2021, incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K dated August 3, 2021. 21. Subsidiaries of the Registrant. 22. List of Guarantor Subsidiaries. 23.1 Consent of Ernst & Young LLP. 24. Powers of Attorney. 31.1 Section 302 Certification of CEO. 31.2 Section 302 Certification of CFO. 32. Section 906 Certification (by CEO and CFO).