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Share Name | Share Symbol | Market | Type |
---|---|---|---|
LandBridge Company LLC | NYSE:LB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.50 | -1.60% | 30.66 | 32.09 | 29.74 | 31.16 | 70,630 | 16:03:21 |
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
A.
|
Full title of the plan and the address of the plan, if different from that of the issuer named below:
|
B.
|
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
|
Financial Statements and Supplemental Schedule
L Brands, Inc. 401(k) Savings and Retirement Plan
Years Ended December 31, 2013 and 2012
With Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Investments (at fair market value)
|
|
$
|
1,098,547,867
|
|
|
$
|
890,121,983
|
|
Wrapper contracts (at fair market value)
|
|
44,053
|
|
|
31,673
|
|
||
Total investments
|
|
1,098,591,920
|
|
|
890,153,656
|
|
||
|
|
|
|
|
||||
Receivable for contributions from employer
|
|
34,990,043
|
|
|
33,673,052
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
2,022,926
|
|
|
3,200,032
|
|
||
Due from brokers
|
|
265,085
|
|
|
408,379
|
|
||
Accrued other earnings
|
|
225,190
|
|
|
226,593
|
|
||
Accrued interest and dividends
|
|
142
|
|
|
372
|
|
||
Total assets
|
|
1,136,095,306
|
|
|
927,662,084
|
|
||
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Due to brokers
|
|
522,618
|
|
|
1,840,746
|
|
||
Administrative expenses payable
|
|
377,726
|
|
|
478,579
|
|
||
Total liabilities
|
|
900,344
|
|
|
2,319,325
|
|
||
Net assets reflecting all investments at fair market value
|
|
1,135,194,962
|
|
|
925,342,759
|
|
||
Adjustment from fair market value to contract value for fully benefit-responsive investment contracts
|
|
(364,988
|
)
|
|
(4,012,064
|
)
|
||
Net assets available for benefits
|
|
$
|
1,134,829,974
|
|
|
$
|
921,330,695
|
|
|
|
|
|
|
||||
See accompanying notes.
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Additions:
|
|
|
|
|
||||
Investment income:
|
|
|
|
|
||||
Net appreciation in fair value of investments
|
|
$
|
198,028,370
|
|
|
$
|
93,277,803
|
|
Dividends
|
|
4,870,443
|
|
|
19,575,262
|
|
||
Earnings from mutual funds
|
|
8,662,975
|
|
|
7,746,944
|
|
||
Earnings from investment contracts
|
|
1,998,488
|
|
|
2,347,799
|
|
||
Other earnings
|
|
817,725
|
|
|
592,831
|
|
||
Total investment income
|
|
214,378,001
|
|
|
123,540,639
|
|
||
|
|
|
|
|
||||
Contributions:
|
|
|
|
|
||||
Employer
|
|
56,374,397
|
|
|
53,349,218
|
|
||
Participant deferrals
|
|
38,353,079
|
|
|
35,669,694
|
|
||
Participant rollovers
|
|
3,637,824
|
|
|
2,735,412
|
|
||
Total contributions
|
|
98,365,300
|
|
|
91,754,324
|
|
||
|
|
|
|
|
||||
Total additions
|
|
312,743,301
|
|
|
215,294,963
|
|
||
|
|
|
|
|
||||
Deductions:
|
|
|
|
|
||||
Distributions to participants
|
|
97,187,268
|
|
|
72,868,976
|
|
||
Administrative expenses
|
|
2,056,754
|
|
|
1,934,721
|
|
||
Total deductions
|
|
99,244,022
|
|
|
74,803,697
|
|
||
|
|
|
|
|
||||
Net increase
|
|
213,499,279
|
|
|
140,491,266
|
|
||
|
|
|
|
|
||||
Net assets available for benefits:
|
|
|
|
|
||||
Beginning of year
|
|
921,330,695
|
|
|
780,839,429
|
|
||
End of year
|
|
$
|
1,134,829,974
|
|
|
$
|
921,330,695
|
|
|
|
|
|
|
||||
See accompanying notes.
|
|
|
|
|
Years of Vested Service
|
|
Earnings Up To
Social Security
Wage Base
|
|
Earnings Above
Social Security
Wage Base
|
Less than 5 years
|
|
3%
|
|
6%
|
5 or more years
|
|
4%
|
|
8%
|
Years of Vested Service
|
|
Percentage
|
Less than 2 years
|
|
—%
|
2 years
|
|
20%
|
3 years
|
|
40%
|
4 years
|
|
60%
|
5 years
|
|
80%
|
6 or more years
|
|
100%
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Investments at fair value as determined by:
|
|
|
|
||||
Quoted market price:
|
|
|
|
||||
Common stocks:
|
|
|
|
||||
L Brands, Inc.
|
$
|
239,561,564
|
|
|
$
|
195,180,738
|
|
Common stocks - other
|
3,148,278
|
|
|
2,174,387
|
|
||
Mutual funds:
|
|
|
|
||||
Vanguard Institutional Index Fund
|
132,042,554
|
|
|
100,482,061
|
|
||
T. Rowe Price Retirement 2040
|
90,612,704
|
|
|
65,395,540
|
|
||
T. Rowe Price Retirement 2030
|
77,087,470
|
|
|
59,512,682
|
|
||
Dodge & Cox Stock Fund
|
75,805,574
|
|
|
52,274,713
|
|
||
Nuveen Winslow Large-Cap Growth Fund
|
70,730,042
|
|
|
53,651,160
|
|
||
Artisan International Investor Shares
|
59,899,473
|
|
|
46,137,601
|
|
||
PIMCO Total Return Fund
|
41,032,319
|
|
|
47,620,795
|
|
||
Mutual funds - other
|
158,655,772
|
|
|
110,076,393
|
|
||
Other investments
|
14,699
|
|
|
5,191
|
|
||
Estimated fair value:
|
|
|
|
||||
Synthetic investment contracts:
|
|
|
|
||||
Invesco Short Term Bond Fund
|
31,828,878
|
|
|
51,261,104
|
|
||
Synthetic investment contracts - other
|
118,172,593
|
|
|
106,381,291
|
|
||
Total investments at fair value
|
$
|
1,098,591,920
|
|
|
$
|
890,153,656
|
|
|
2013
|
|
2012
|
||||
Net appreciation (depreciation) in fair value of investments determined by:
|
|
|
|
||||
Quoted market price:
|
|
|
|
||||
Mutual funds
|
$
|
137,885,014
|
|
|
$
|
54,520,761
|
|
Common stocks
|
60,139,502
|
|
|
27,776,666
|
|
||
Other investments
|
3,854
|
|
|
2,111
|
|
||
|
198,028,370
|
|
|
82,299,538
|
|
||
Estimated fair value:
|
|
|
|
||||
Common collective trusts
|
—
|
|
|
11,132,874
|
|
||
Unitized pooled mutual fund
|
—
|
|
|
(154,609
|
)
|
||
|
—
|
|
|
10,978,265
|
|
||
Net appreciation in fair value of investments
|
$
|
198,028,370
|
|
|
$
|
93,277,803
|
|
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 observable inputs.
|
|
Assets at Fair Value as of December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
||||||||
Retail industry
|
$
|
239,561,564
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
239,561,564
|
|
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Target date
|
257,338,553
|
|
|
—
|
|
|
—
|
|
|
257,338,553
|
|
||||
Equity funds
|
205,108,424
|
|
|
—
|
|
|
—
|
|
|
205,108,424
|
|
||||
Index funds
|
132,042,554
|
|
|
—
|
|
|
—
|
|
|
132,042,554
|
|
||||
International funds
|
59,899,473
|
|
|
—
|
|
|
—
|
|
|
59,899,473
|
|
||||
Fixed income funds
|
41,032,319
|
|
|
—
|
|
|
—
|
|
|
41,032,319
|
|
||||
Other funds
|
2,197,281
|
|
|
—
|
|
|
—
|
|
|
2,197,281
|
|
||||
Total mutual funds
|
697,618,604
|
|
|
—
|
|
|
—
|
|
|
697,618,604
|
|
||||
Synthetic investment contracts:
|
|
|
|
|
|
|
|
||||||||
CCT bond funds (a)
|
—
|
|
|
149,957,418
|
|
|
—
|
|
|
149,957,418
|
|
||||
Mutual Fund - Fixed Income
|
3,854,806
|
|
|
—
|
|
|
—
|
|
|
3,854,806
|
|
||||
Wrapper contracts
|
—
|
|
|
—
|
|
|
44,053
|
|
|
44,053
|
|
||||
Total synthetic investment contracts
|
3,854,806
|
|
|
149,957,418
|
|
|
44,053
|
|
|
153,856,277
|
|
||||
Self-Directed Accounts:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
4,392,498
|
|
|
—
|
|
|
—
|
|
|
4,392,498
|
|
||||
Common stocks
|
3,148,278
|
|
|
—
|
|
|
—
|
|
|
3,148,278
|
|
||||
Other investments
|
14,699
|
|
|
—
|
|
|
—
|
|
|
14,699
|
|
||||
Total self-directed accounts
|
7,555,475
|
|
|
—
|
|
|
—
|
|
|
7,555,475
|
|
||||
Total assets at fair value
|
$
|
948,590,449
|
|
|
$
|
149,957,418
|
|
|
$
|
44,053
|
|
|
$
|
1,098,591,920
|
|
|
Assets at Fair Value as of December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Common stocks:
|
|
|
|
|
|
|
|
||||||||
Retail industry
|
$
|
195,180,738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
195,180,738
|
|
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Target date
|
188,894,288
|
|
|
—
|
|
|
—
|
|
|
188,894,288
|
|
||||
Equity funds
|
144,081,218
|
|
|
—
|
|
|
—
|
|
|
144,081,218
|
|
||||
Index funds
|
100,482,061
|
|
|
—
|
|
|
—
|
|
|
100,482,061
|
|
||||
Fixed income funds
|
47,620,795
|
|
|
—
|
|
|
—
|
|
|
47,620,795
|
|
||||
International funds
|
46,137,601
|
|
|
—
|
|
|
—
|
|
|
46,137,601
|
|
||||
Other funds
|
2,012,171
|
|
|
—
|
|
|
—
|
|
|
2,012,171
|
|
||||
Total mutual funds
|
529,228,134
|
|
|
—
|
|
|
—
|
|
|
529,228,134
|
|
||||
Synthetic investment contracts:
|
|
|
|
|
|
|
|
||||||||
CCT bond funds (a)
|
—
|
|
|
157,610,722
|
|
|
—
|
|
|
157,610,722
|
|
||||
Mutual Fund - Fixed Income
|
2,829,095
|
|
|
—
|
|
|
—
|
|
|
2,829,095
|
|
||||
Wrapper contracts
|
—
|
|
|
—
|
|
|
31,673
|
|
|
31,673
|
|
||||
Total synthetic investment contracts
|
2,829,095
|
|
|
157,610,722
|
|
|
31,673
|
|
|
160,471,490
|
|
||||
Self-Directed Accounts:
|
|
|
|
|
|
|
|
||||||||
Mutual Funds
|
3,067,216
|
|
|
—
|
|
|
—
|
|
|
3,067,216
|
|
||||
Common stocks
|
2,067,461
|
|
|
—
|
|
|
—
|
|
|
2,067,461
|
|
||||
Other investments
|
138,617
|
|
|
—
|
|
|
—
|
|
|
138,617
|
|
||||
Total self-directed accounts
|
5,273,294
|
|
|
—
|
|
|
—
|
|
|
5,273,294
|
|
||||
Total assets at fair value
|
$
|
732,511,261
|
|
|
$
|
157,610,722
|
|
|
$
|
31,673
|
|
|
$
|
890,153,656
|
|
|
|
|
|
|
|
|
|
(a)
|
This category includes investments in U.S. government and agency obligations, asset-backed securities, commercial and residential mortgaged-backed securities, corporate debt securities and FDIC-insured debt securities.
|
|
|
Level 3 Assets
Year Ended December 31, 2013
|
||
|
|
Wrapper Contracts
|
||
Balance at December 31, 2012
|
|
$
|
31,673
|
|
Total net unrealized gains not included in net investment income in the Statements of Changes in Net Assets Available for Benefits
|
|
12,380
|
|
|
Net purchases
|
|
—
|
|
|
Net sales
|
|
—
|
|
|
Net transfers out of Level 3
|
|
—
|
|
|
Balance at December 31, 2013
|
|
$
|
44,053
|
|
The amount of total gains for the period attributable to the change in unrealized gains relating to assets still held at the reporting date
|
|
$
|
12,380
|
|
|
|
Level 3 Assets
Year Ended December 31, 2012
|
||
|
|
Wrapper Contracts
|
||
Balance at December 31, 2011
|
|
$
|
17,599
|
|
Total net unrealized gains not included in net investment income in the Statements of Changes in Net Assets Available for Benefits
|
|
14,074
|
|
|
Net purchases
|
|
—
|
|
|
Net sales
|
|
—
|
|
|
Net transfers out of Level 3
|
|
—
|
|
|
Balance at December 31, 2012
|
|
$
|
31,673
|
|
The amount of total gains for the period attributable to the change in unrealized gains relating to assets still held at the reporting date
|
|
$
|
14,074
|
|
•
|
The level of market interest rates;
|
•
|
The amount and timing of participant contributions, transfers and withdrawals in/out of the wrapper contract;
|
•
|
The investment returns generated by the fixed income investments that back the wrapper contract; and
|
•
|
The duration of the underlying fixed income investments backing the wrapper.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Net assets available for benefits per the financial statements
|
$
|
1,134,829,974
|
|
|
$
|
921,330,695
|
|
Adjustment from fair market value to contract value for fully benefit-responsive investment contracts
|
364,988
|
|
|
4,012,064
|
|
||
Amounts allocated to withdrawing participants
|
—
|
|
|
(58,550
|
)
|
||
Net assets available for benefits per Form 5500
|
$
|
1,135,194,962
|
|
|
$
|
925,284,209
|
|
|
|
Year Ended
December 31, 2013
|
||
Total additions per the financial statements
|
|
$
|
312,743,301
|
|
Changes in adjustments from contract value to fair value
|
|
(3,647,076
|
)
|
|
Total income per Form 5500
|
|
$
|
309,096,225
|
|
|
|
Year Ended
December 31, 2013
|
||
Benefits paid to participants per the financial statements
|
|
$
|
97,187,268
|
|
Amounts allocated to withdrawing participants:
|
|
|
||
At December 31, 2013
|
|
—
|
|
|
At December 31, 2012
|
|
(58,550
|
)
|
|
Benefits paid to participants per Form 5500
|
|
$
|
97,128,718
|
|
L Brands, Inc. 401(k) Savings and Retirement Plan
|
||||||||
EIN #31-1048997 Plan #002
|
||||||||
Schedule H, Line 4i
|
||||||||
Schedule of Assets (Held at End of Year)
|
||||||||
|
|
|
|
|
|
|
||
December 31, 2013
|
||||||||
|
|
|
|
|
|
|
||
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
||
|
|
Identity of Issue, Borrower, Lessor, or Similar Party
|
|
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value
|
|
Current Value**
|
||
|
|
Common Stock and Mutual Funds
|
||||||
*
|
|
L Brands, Inc.
|
|
Common Stock - 3,873,267 - shares
|
|
$
|
239,561,564
|
|
|
|
Vanguard Institutional Index Fund
|
|
Mutual Fund - 780,025 - shares
|
|
132,042,554
|
|
|
|
|
T. Rowe Price Retirement 2040
|
|
Mutual Fund - 3,870,684 - shares
|
|
90,612,704
|
|
|
|
|
T. Rowe Price Retirement 2030
|
|
Mutual Fund - 3,410,950 - shares
|
|
77,087,470
|
|
|
|
|
Dodge & Cox Stock Fund
|
|
Mutual Fund - 448,899 - shares
|
|
75,805,574
|
|
|
|
|
Nuveen Winslow Large-Cap Growth Fund
|
|
Mutual Fund - 1,605,676 - shares
|
|
70,730,042
|
|
|
|
|
Artisan International Investor Shares
|
|
Mutual Fund - 1,965,206 - shares
|
|
59,899,473
|
|
|
|
|
Hartford Midcap Holdings Fund
|
|
Mutual Fund - 1,171,801 - shares
|
|
44,376,097
|
|
|
|
|
T. Rowe Price Retirement 2020
|
|
Mutual Fund - 2,065,414 - shares
|
|
42,113,793
|
|
|
|
|
PIMCO Total Return Fund
|
|
Mutual Fund - 3,838,383 - shares
|
|
41,032,319
|
|
|
|
|
T. Rowe Price Retirement 2050
|
|
Mutual Fund - 1,346,068 - shares
|
|
17,579,653
|
|
|
|
|
T. Rowe Price Retirement 2010
|
|
Mutual Fund - 683,891 - shares
|
|
12,186,933
|
|
|
|
|
RidgeWorth Mid-Cap Value Equity Fund
|
|
Mutual Fund - 389,519 - shares
|
|
5,309,139
|
|
|
|
|
RidgeWorth Small Cap Value Equity Fund
|
|
Mutual Fund - 294,621 - shares
|
|
5,264,876
|
|
|
|
|
T. Rowe Price Retirement 2045
|
|
Mutual Fund - 318,453 - shares
|
|
4,971,056
|
|
|
|
|
T. Rowe Price Retirement 2035
|
|
Mutual Fund - 238,908 - shares
|
|
3,889,426
|
|
|
|
|
Prudential Jennison Small Company Fund
|
|
Mutual Fund - 126,138 - shares
|
|
3,622,696
|
|
|
|
|
T. Rowe Price Retirement 2055
|
|
Mutual Fund - 248,654 - shares
|
|
3,215,096
|
|
|
*
|
|
Wells Fargo Heritage Money Market Fund
|
|
Mutual Fund - 2,197,81 - shares
|
|
2,197,281
|
|
|
|
|
T. Rowe Price Retirement Income
|
|
Mutual Fund - 148,306 - shares
|
|
2,191,966
|
|
|
|
|
T. Rowe Price Retirement 2025
|
|
Mutual Fund - 139,624 - shares
|
|
2,147,416
|
|
|
|
|
T. Rowe Price Retirement 2015
|
|
Mutual Fund - 93,788 - shares
|
|
1,343,040
|
|
|
|
|
Self Directed Brokerage Accounts
|
|
|
|
7,555,475
|
|
|
|
|
|
|
|
|
|
||
|
|
Pooled Stable Value Fund
|
|
|
|
|
||
|
|
Dreyfus Cash Management Fund
|
|
Mutual Fund - 3,854,806 - shares
|
|
3,854,806
|
|
|
|
|
|
|
|
|
|
||
|
|
Synthetic Contracts and Underlying Investments
|
|
|
|
|
||
|
|
Invesco Short Term Bond Fund
|
|
Collective Fund - 20,198,449 - units
|
|
31,828,878
|
|
|
|
|
Jennison 1-5 Year Government/Credit Fund
|
|
Collective Fund - 21,698,968 - units
|
|
22,724,158
|
|
|
|
|
ING Short Duration Bond Fund
|
|
Collective Fund - 15,006,741 - units
|
|
15,718,751
|
|
|
|
|
Invesco Short Duration Fund
|
|
Collective Fund - 14,146,618 - units
|
|
14,091,630
|
|
|
|
|
Invesco Intermediate Government/Credit Fund
|
|
Collective Fund - 7,418,952 - units
|
|
14,088,086
|
|
|
|
|
Jennison intermediate Government/Credit Fund
|
|
Collective Fund - 6,357,317 - units
|
|
11,307,760
|
|
|
|
|
PIMCO Intermediate Government/Credit Fund
|
|
Collective Fund - 4,742,707 - units
|
|
11,228,360
|
|
|
L Brands, Inc. 401(k) Savings and Retirement Plan
|
|
|
|
|
Date: June 25, 2014
|
By:
|
/s/ EZRA D. SINGER
|
|
|
Ezra D. Singer
|
|
|
Senior Vice President,
|
|
|
Human Resources
|
Exhibit No.
|
|
Description
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP
|
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