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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 | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.16 | 5 | 09:05:58 |
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[X]
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
|
B.
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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, 2018 and 2017
With Report of Independent Registered Public Accounting Firm
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December 31,
|
||||||
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2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Investments at fair market value
|
$
|
1,146,079,542
|
|
|
$
|
1,318,849,269
|
|
Investments at contract value
|
141,509,576
|
|
|
144,365,566
|
|
||
Total investments
|
1,287,589,118
|
|
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1,463,214,835
|
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||
|
|
|
|
||||
Receivable for contributions from employer
|
45,251,269
|
|
|
39,916,736
|
|
||
Receivable for contributions from participants
|
8,242
|
|
|
—
|
|
||
Cash
|
78,025
|
|
|
86,869
|
|
||
Due from brokers
|
667,875
|
|
|
1,434,369
|
|
||
Accrued other earnings
|
96,689
|
|
|
97,751
|
|
||
Accrued interest and dividends
|
13,984
|
|
|
5,674
|
|
||
Total assets
|
1,333,705,202
|
|
|
1,504,756,234
|
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||
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Due to brokers
|
321,074
|
|
|
505,186
|
|
||
Administrative expenses payable
|
431,088
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|
|
464,358
|
|
||
Total liabilities
|
752,162
|
|
|
969,544
|
|
||
Net assets available for benefits
|
$
|
1,332,953,040
|
|
|
$
|
1,503,786,690
|
|
|
|
|
|
||||
See accompanying notes.
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|
|
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Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Additions:
|
|
|
|
||||
Investment (loss) income:
|
|
|
|
||||
Net (depreciation) appreciation in fair value of investments
|
$
|
(207,473,328
|
)
|
|
$
|
161,036,983
|
|
Dividends and interest from investments
|
22,646,577
|
|
|
20,653,698
|
|
||
Total investment (loss) income
|
(184,826,751
|
)
|
|
181,690,681
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||
|
|
|
|
||||
Contributions:
|
|
|
|
||||
Employer
|
75,554,511
|
|
|
66,630,888
|
|
||
Participant deferrals
|
54,865,978
|
|
|
48,233,633
|
|
||
Participant rollovers
|
5,903,774
|
|
|
6,474,405
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|
||
Total contributions
|
136,324,263
|
|
|
121,338,926
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||
|
|
|
|
||||
Total additions, net of investment (loss) income
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(48,502,488
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)
|
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303,029,607
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||
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|
|
|
||||
Deductions:
|
|
|
|
||||
Distributions to participants
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120,210,812
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|
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123,251,121
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|
||
Administrative expenses
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2,120,350
|
|
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2,237,420
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|
||
Total deductions
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122,331,162
|
|
|
125,488,541
|
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||
|
|
|
|
||||
Net (decrease) increase
|
(170,833,650
|
)
|
|
177,541,066
|
|
||
|
|
|
|
||||
Net assets available for benefits:
|
|
|
|
||||
Beginning of year
|
1,503,786,690
|
|
|
1,326,245,624
|
|
||
End of year
|
$
|
1,332,953,040
|
|
|
$
|
1,503,786,690
|
|
|
|
|
|
||||
See accompanying notes.
|
|
|
|
•
|
Employed on the last day of the Plan year, and had completed 1,000 hours of service during the Plan year
|
•
|
Involuntarily terminated without cause during the Plan year
|
•
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Voluntarily terminated during the Plan year, and as of the last day of the Plan year were age 55 or above and had a minimum of seven years of vested service
|
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%
|
Fund
|
|
Action
|
|
Date
|
Vanguard Total International Stock Index Fund Admiral Shares
|
|
Fund Removed
|
|
3/7/2018
|
Vanguard Total International Stock Index Fund Institutional Shares
|
|
New Fund Added
|
|
3/7/2018
|
Vanguard Institutional Index Fund Institutional Shares
|
|
Fund Removed
|
|
3/7/2018
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Vanguard Institutional Index Fund Institutional Plus Shares
|
|
New Fund Added
|
|
3/7/2018
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Years of Vested Service
|
|
Percentage
|
Less than 2 years
|
|
—%
|
2 years
|
|
20%
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3 years
|
|
40%
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4 years
|
|
60%
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5 years
|
|
80%
|
6 or more years
|
|
100%
|
•
|
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, 2018
|
||||||||||||||
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Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Employer common stocks
|
$
|
96,334,196
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
96,334,196
|
|
Mutual funds
|
562,584,311
|
|
|
—
|
|
|
—
|
|
|
562,584,311
|
|
||||
Self-directed accounts
|
15,998,702
|
|
|
—
|
|
|
—
|
|
|
15,998,702
|
|
||||
Total assets at fair value
|
$
|
674,917,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
674,917,209
|
|
Common collective trust (a)
|
|
|
|
|
|
|
471,162,333
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|
|||||||
Investments at fair value
|
|
|
|
|
|
|
$
|
1,146,079,542
|
|
(a)
|
In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
|
|
Assets at Fair Value as of December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Employer common stocks
|
$
|
219,729,652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219,729,652
|
|
Mutual funds
|
607,556,459
|
|
|
—
|
|
|
—
|
|
|
607,556,459
|
|
||||
Self-directed accounts
|
17,202,094
|
|
|
—
|
|
|
—
|
|
|
17,202,094
|
|
||||
Total assets at fair value
|
$
|
844,488,205
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
844,488,205
|
|
Common collective trust (a)
|
|
|
|
|
|
|
474,361,064
|
|
|||||||
Investments at fair value
|
|
|
|
|
|
|
$
|
1,318,849,269
|
|
(a)
|
In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.
|
|
2018
|
|
2017
|
||||
Synthetic Investment Contracts
|
$
|
141,509,576
|
|
|
$
|
144,365,566
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net assets available for benefits per the financial statements
|
$
|
1,332,953,040
|
|
|
$
|
1,503,786,690
|
|
Amounts allocated to withdrawing participants
|
(604,421
|
)
|
|
(354,019
|
)
|
||
Net assets available for benefits per Form 5500
|
$
|
1,332,348,619
|
|
|
$
|
1,503,432,671
|
|
|
Year Ended
December 31, 2018
|
||
Benefits paid to participants per the financial statements
|
$
|
120,210,812
|
|
Amounts allocated to withdrawing participants:
|
|
||
At December 31, 2018
|
604,421
|
|
|
At December 31, 2017
|
(354,019
|
)
|
|
Benefits paid to participants per Form 5500
|
$
|
120,461,214
|
|
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, 2018
|
||||||||
|
|
|
|
|
|
|
||
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
||
|
|
Identity of Issuer, Borrower, Lessor, or Similar Party
|
|
Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value
|
|
Current Value
|
||
|
|
Common Stock
|
||||||
*
|
|
L Brands, Inc.
|
|
Common Stock - 3,752,793 - shares
|
|
$
|
96,334,196
|
|
|
|
|
|
|
|
|
||
|
|
Collective Funds
|
|
|
|
|
||
|
|
T. Rowe Price Retirement 2005 Trust
|
|
Collective Fund - 79,329 - units
|
|
1,137,577
|
|
|
|
|
T. Rowe Price Retirement 2010 Trust
|
|
Collective Fund - 401,399 - units
|
|
5,984,862
|
|
|
|
|
T. Rowe Price Retirement 2015 Trust
|
|
Collective Fund - 134,300 - units
|
|
2,123,278
|
|
|
|
|
T. Rowe Price Retirement 2020 Trust
|
|
Collective Fund - 2,803,634 - units
|
|
46,708,540
|
|
|
|
|
T. Rowe Price Retirement 2025 Trust
|
|
Collective Fund - 638,107 - units
|
|
11,122,197
|
|
|
|
|
T. Rowe Price Retirement 2030 Trust
|
|
Collective Fund - 5,911,843 - units
|
|
107,181,721
|
|
|
|
|
T. Rowe Price Retirement 2035 Trust
|
|
Collective Fund - 1,145,619 - units
|
|
21,331,419
|
|
|
|
|
T. Rowe Price Retirement 2040 Trust
|
|
Collective Fund - 7,228,711 - units
|
|
136,984,071
|
|
|
|
|
T. Rowe Price Retirement 2045 Trust
|
|
Collective Fund - 1,678,623 - units
|
|
31,843,486
|
|
|
|
|
T. Rowe Price Retirement 2050 Trust
|
|
Collective Fund - 3,121,494 - units
|
|
59,183,528
|
|
|
|
|
T. Rowe Price Retirement 2055 Trust
|
|
Collective Fund - 2,020,466 - units
|
|
38,308,031
|
|
|
|
|
T. Rowe Price Retirement 2060 Trust
|
|
Collective Fund - 760,363 - units
|
|
9,253,623
|
|
|
|
|
|
|
|
|
|
||
|
|
Mutual Funds
|
|
|
|
|
||
|
|
Vanguard Institutional Index Fund
|
|
Mutual Fund - 802,820 - shares
|
|
182,697,676
|
|
|
|
|
Dodge & Cox Stock Fund
|
|
Mutual Fund - 511,928 - shares
|
|
88,466,282
|
|
|
|
|
Artisan International Investor Shares
|
|
Mutual Fund - 1,897,241 - shares
|
|
51,491,120
|
|
|
|
|
PRIMECAP Odyssey Growth Fund
|
|
Mutual Fund - 2,539,278 - shares
|
|
88,189,136
|
|
|
|
|
Vanguard Total Bond Market Index Fund
|
|
Mutual Fund - 419,777 - shares
|
|
4,386,668
|
|
|
|
|
Metropolitan West Total Return Bond Fund
|
|
Mutual Fund - 4,205,159 - shares
|
|
43,691,598
|
|
|
|
|
Vanguard Mid-Cap Index Fund
|
|
Mutual Fund - 1,687,470 - shares
|
|
63,752,599
|
|
|
|
|
Vanguard Total International Stock Index Fund
|
|
Mutual Fund - 112,207 - shares
|
|
11,384,517
|
|
|
|
|
Vanguard Small-Cap Index Fund
|
|
Mutual Fund - 330,714 - shares
|
|
20,907,714
|
|
|
*
|
|
Wells Fargo Government Money Market fund
|
|
Mutual Fund - 949,122 - shares
|
|
949,122
|
|
|
|
|
|
|
|
|
|
||
|
|
Other
|
|
|
|
|
||
|
|
Self Directed Brokerage Accounts
|
|
|
|
15,998,702
|
|
|
|
|
|
|
|
|
|
||
|
|
Pooled Stable Value Fund
|
|
|
|
|
||
*
|
|
Wells Fargo Government Money Market fund
|
|
Mutual Fund - 6,667,879 - shares
|
|
6,667,879
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
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|
|
|
|
L Brands, Inc. 401(k) Savings and Retirement Plan
|
|
|
|
|
Date: June 19, 2019
|
By:
|
/s/ WENDY C. ARLIN
|
|
|
Wendy C. Arlin
|
|
|
Senior Vice President, Corporate Controller
|
Exhibit No.
|
|
Description
|
23.1
|
|
1 Year LandBridge Chart |
1 Month LandBridge Chart |
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