L Brands, Inc. Announces Public Filing of Form 10

COLUMBUS, Ohio, June 21, 2021 (GLOBE NEWSWIRE) – L Brands, Inc. (NYSE: LB) today announced public filing of a Form 10 registration statement with the Securities and Exchange Commission in connection with the previously announced separation of . announced the Victoria’s Secret business into an independent, publicly traded company. The new company, called Victoria’s Secret & Co., will include Victoria’s Secret Lingerie, PINK and Victoria’s Secret Beauty.

The filing contains detailed information about the business, strategy and historical financial results of Victoria’s Secret.

“Today’s filing is an important step in creating two independent public companies that should thrive in an evolving retail environment,” said Andrew Meslow, L Brands chief executive officer. “We believe that Victoria’s Secret and Bath & Body Works will reach a new level of success and unlock significant value for all stakeholders by pursuing growth strategies that best suit each company’s customer base and strategic goals. I look forward to working with our exceptional Bath & Body Works team to continue delivering industry-leading products, engaging customer experiences and consistent results as we move into our next chapter of growth. “

Martin Waters, Chief Executive Officer of Victoria’s Secret, added, “This is an exciting time for all of us at Victoria’s Secret. The progress we’ve made over the past year underscores our commitment to profitable growth, creating new opportunities for our talented people, and evolving our brand and products to reflect the diverse experiences, passions and perspectives of our customers. We look forward to building on our dynamism as an independent, publicly traded company. “

As previously announced, the separation is currently expected to complete in August 2021, subject to certain customary conditions, including final approval by L Brands’ board of directors and the effectiveness of the Form 10 registration statement.

The Form 10 registration statement is available at www.sec.gov under “Victoria’s Secret & Co.”.

A presentation on the planned separation is available at www.lb.com.

ABOUT L BRANDS:
L Brands is an international company with Bath & Body Works, Victoria’s Secret and PINK. The company operates 2,681 proprietary specialty stores in the United States, Canada and Greater China, in more than 700 franchise locations worldwide and through its websites worldwide.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

We caution that all forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) contained in this report or made by our company or management involve risks and uncertainties and vary due to various factors can change. many of them are beyond our control. Accordingly, our future performance and financial results could differ materially from those expressed or implied in such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potentially” and similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, have in some cases affected our financial performance and actual results, and could also affect the future and cause actual results to differ materially from those expressed in the forward-looking statements in this report or implied: or otherwise made by our company or our management:

• the spin-off cannot take place or cannot take place in the envisaged period;
• Interruption of our business in connection with the proposed demerger and that we could lose revenue as a result of such interruption;
• the spin-off may not be tax exempt for US federal income tax purposes;
• a loss of synergies from the separation of the business areas, which could have a negative impact on the balance sheet, profit margins or the results of both business areas or that the companies resulting from the spin-off do not realize all the expected benefits of the spin-off;
• the combined value of the common stock of the two publicly traded companies will not be equal to or greater than the value of our common stock if the spin-off had not occurred;
• general economic conditions, consumer confidence, consumer spending patterns and market disruptions, including, or the prospect of, pandemics or significant health hazards, severe weather, natural disasters, terrorist activities, financial crises, political crises or other major events;
• the global novel coronavirus (COVID-19) pandemic has had and is expected to continue to have a negative impact on our business and operating results;
• the seasonality of our business;
• Divestments or other divestitures, including a spin-off from Victoria’s Secret and related businesses and contingent liabilities from companies we dispose of;
• Difficulties caused by fluctuation in company management or other key positions;
• our ability to attract, develop and retain skilled employees and manage work-related costs;
• the dependence on mall traffic and the availability of suitable shops under reasonable conditions;
• our ability to grow through new store openings and existing store conversions and expansions;
• our ability to operate and expand successfully internationally, and associated risks;
• our independent franchise, license and wholesale partners;
• our direct sales businesses;
• our ability to protect our reputation and brand image;
• our ability to attract customers through marketing, advertising and promotional programs;
• our ability to maintain, enforce, and protect our trade names, trademarks, and patents;
• the competitive nature of retail 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 goods and successfully bring new product lines to market;
• our ability to source, distribute and sell goods and materials worldwide, including risks associated with:
  • political instability, environmental threats or natural disasters;
  • significant health threats or pandemics that could lead to factory closures, labor losses, raw material shortages and the control or embargo on goods manufactured in infected areas;
  • Duties, taxes and other charges;
  • legal and regulatory affairs;
  • Exchange rate volatility;
  • local business practices and political issues;
  • potential delays or disruptions in shipping and transportation and related implications for pricing;
  • Disruption due to labor disputes; and
  • changed expectations of product safety due to new laws;
• our geographic concentration of sales and distribution facilities in central Ohio;
• Fluctuations in foreign currency rates;
• the ability of our suppliers to deliver products on time, meet quality standards and comply with applicable laws and regulations;
• Fluctuations in product use costs;
• our ability to adequately protect our assets from loss and theft;
• Fluctuations in energy costs;
• Increase in shipping, paper, printing, or other logistics to order fulfillment costs;
• Claims from our self-insurance;
• our ability and that of our third party providers to implement and maintain information technology systems and to protect the data associated therewith;
• our ability to ensure the security of customer, partner, third party and company information;
• Share price volatility;
• our ability to pay dividends and the implications thereof;
• Shareholder activities are important;
• our ability to maintain our creditworthiness;
• our ability to service or refinance our debts and meet our restrictive obligations;
• our ability to comply with laws, regulations and rules for technology platforms or other obligations related to privacy and security;
• our ability to meet regulatory requirements;
• Legal and compliance matters; and
• Tax, commercial and other regulatory matters.

We are under no obligation and do not intend to make any updates or other revisions to the forward-looking statements contained in this report publicly available to reflect circumstances that exist after the date of this report or to reflect the occurrence of future events if experience or future events make it clear that the expected results expressed or implied in these forward-looking statements will not be realized.

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