associate stock purchase plan (aspp)

Transcription

1 associate stock purchase plan (aspp) When talking to an Associate you ll discover you re talking to more than an Associate you re talking to a partner. What s the difference? Plenty. Partners have a financial piece of the action. So when the company does well, they do well too. We hope you are planning a career with us and would like for you to be our partner. You can become a partner by participating in the Associate Stock Purchase Plan (ASPP). Eligibility If you are a full-time or part-time Associate who is old enough to vote in the state where you live, you can enroll in the Plan. the average price of all the shares and fractions of shares that AST buys each purchase cycle. And, unlike your other personal investments, the company pays the commissions on all L Brands, Inc. common stock purchases made from payroll deductions. How to Enroll/Managing Your Account You can enroll in the ASPP and manage your account online or over the phone through AST Equity Plan Solutions, a division of American Stock Transfer & Trust Company (AST). Web Access: (select Plan Participant Access) Customer Service: To enroll and access your account you will need (see details below): Participant Identification Number PIN L Brands ticker symbol LB. As soon as AST makes the purchase, the stock is yours. You own it. Dividends Hopefully when the company does well, so will your stock. Dividends are one way you can potentially get a return on your investment. When dividends are paid, AST takes the money and reinvests it for you in more of L Brands, Inc. common stock within 30 days. So now you own more stock and have the potential to make even more in dividends. Normally, investors pay their brokerage firm to reinvest dividends and stock splits. But with our Associate Stock Purchase Plan, the Company, not you, pays the brokerage commissions. Enrolling for the First Time If you are new to the ASPP, contact AST at the number above. The customer service representative will issue your Participant Identification Number and instructions for obtaining a PIN. When you enroll, you ll need to elect a whole dollar amount to contribute from each paycheck (minimum $5). Buying Shares Every two weeks AST buys shares of L Brands, Inc. common stock for you. How much you pay for each share depends on what s happening in the stock market. Stock prices vary from day to day. Your election will be taken after-tax each pay period from your paycheck. Because you and many of your co-workers are all buying stock, you have the advantage of being able to pool your money and pay Statements & Reports As a partner, you can expect to be kept fully informed about your account through the internet, the voice response system or through statements mailed to your home. You will receive a quarterly summary statement that details all the activity in your account for the year-to-date. Please note: It is important to file your statements in a safe place so they are available when you need them. It is both difficult and costly to replace these statements if they are lost or destroyed. Shareholder Reports AST will send you all stockholder notices for meetings, proxy statements and other related events. If your proxy card is completed and returned, AST will vote as you indicate. 39

2 Selling Shares Since you own your shares, naturally you can sell them anytime. If you request, AST will mail you a check for the proceeds, less the brokerage commission and any transfer/registration fees or other normal charges you owe. In addition, be aware that you could owe short-term or long-term capital gains taxes on the stock you sold. Please consult your tax advisor for more information. Closing Your Account You can close your account at any time simply by calling AST. If you close your account, you have two options: 1. Sell all the shares in your account. AST will send you a check for the proceeds from the sale of all full and fractional shares. In all cases, brokerage fees are subtracted from the proceeds. 2. Transfer your account. You have the option to direct AST to transfer your account to an individual brokerage account of your choice. You will be liable for all transfer costs if you elect this option. Leaving the Company Following your termination, AST will mail you a letter outlining your account status. You will have 30 days to respond. After 30 days, if no action was taken on your part, AST will transfer your account to AST Direct Registration Service (DRS) and will sell fractional shares. You will receive a check from AST for the proceeds of the fractional shares minus brokerage fees. Contact AST Call When you use the phone or the Web, you ll be able to: Enroll in the Plan Check your account balance (total shares and accumulated contributions) Change your Personal Identification Number (PIN) used for IVR Change your Password used for the Web Start, stop, increase or decrease contributions at any time Request a wire transfer/ach for sale proceeds to your personal bank account Request a check to be issued for sale proceeds checks are mailed within four business days after receipt of the request via standard overnight mail Name and update beneficiaries you can designate any number of beneficiaries provided the total allocation does not exceed 100%. 40

3 associate stock purchase plan terms & conditions (aspp) Legal Notice Participation in the Associate Stock Purchase Plan is entirely voluntary and L Brands makes no recommendations to its Associates with respect to the purchase of its stock and participation in this Plan. L Brands and its participating subsidiaries have reserved the right to amend or discontinue use of their payroll-deduction facilities for this purpose at any time. There is no guarantee under the Associate Stock Purchase Plan against loss because of market fluctuations. In seeking the benefits of share ownership, you must also accept the risks. Information 1. Purpose The purpose of the Associate Stock Purchase Plan (ASPP) is to encourage and enable eligible Associates of L Brands and its subsidiaries and affiliates to acquire a permanent stake in L Brands through the ownership of L Brands common stock. L Brands Service Company is the sponsor of the Plan. Stock of L Brands may be purchased by AST Equity Plan Solutions on any securities market on which the stock is traded, in the overthe-counter market, or in private transactions from any person or entity, including L Brands and its affiliates. 2. L Brands Stock The Associate Stock Purchase Plan permits the purchase of up to 1,250,000 shares of L Brands common stock, par value $.50 per share, by eligible Associates of L Brands and its affiliates. 3. Tax Effects All contributions are deducted from the participant s paychecks on an after-tax basis and there will be no tax effect, beneficial or otherwise, to participants as a result of the purchase of L Brands stock for their accounts. Gain or loss on a sale of L Brands stock acquired under the Plan must be recognized at the time of sale. 4. Risks to Participants Each participant assumes all risks associated with any decrease in the value of any securities in the participant s account and agrees that the account will be the sole source of payments under the Plan. The establishment and operation of the Plan by L Brands, its affiliates and AST do not constitute a recommendation that any person purchase L Brands stock or any other securities. 5. Restrictions on Resales Any person who acquires shares of L Brands stock pursuant to the Associate Stock Purchase Plan and who is not an affiliate of L Brands may resell such stock without registration under the Securities Act of 1933, as amended (the Securities Act). Persons who acquire shares of L Brands stock pursuant to the Associate Stock Purchase Plan and who are affiliates of L Brands may not resell such shares unless L Brands registers L Brands stock to be resold or an exemption from registration, such as Rule 144 under the Securities Act, is available. Affiliates of L Brands should consult legal counsel with regard to the resale of L Brands stock acquired pursuant to the Plan. Participants in the Associate Stock Purchase Plan who are officers, directors or 10% shareholders of L Brands (Section 16 Persons) may be subject to certain reporting requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with their participation in the Plan. Section 16 Persons may also be subject under Section 16(b) of the Exchange Act to certain restrictions on their ability to buy or sell L Brands stock or other equity securities of L Brands as a result of their participation in the Plan. The Plan is intended to qualify for the exemption provided by Rule 16-3 under the Exchange Act. Before enrolling, Section 16 Persons should consult legal counsel regarding the application of the requirements of Section 16 of the Exchange Act to them, as it applies to them. 6. Incorporation of Certain Documents by Reference The following documents, which have been previously filed by L Brands with the Securities and Exchange Commission pursuant to the Exchange Act, are hereby incorporated by reference into this document and shall be deemed to be a part hereof: a. The description of the common stock, $.50 par value, of L Brands set forth in the Form 8 Amendment to Form 8-A, filed with the Commission on September 11, b. The latest annual reports of L Brands filed pursuant to Sections 13(a) or 15(d) of the Exchange Act. c. All other reports filed by L Brands pursuant to Sections 13(a) or 15(d) of the Securities Act. All documents filed by L Brands with the Commission pursuant to Sections 13, 14 and 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the filing of a post-effective amendment, which indicates that all securities offered hereunder have been sold or which de-registers all securities then remaining unsold, will be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents. 131

4 Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein (with respect to a statement contained in a document incorporated by reference herein) or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modified or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. 7. Available Information L Brands Service Company will furnish without charge to each person to whom a copy of this prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this prospectus by reference, other than exhibits to such documents which are not specifically incorporated by reference into the documents incorporated herein. The company will also promptly furnish without charge, upon the oral or written request of any such person, a copy of its latest Annual Report to Stockholders and a copy of all reports, proxy statements, and other communications distributed to its securities holders generally. Requests for any such information, and for additional information about the Plan or its administrators, should be directed to: Manager, Investor Services L Brands Three Limited Parkway P.O. Box 1600 Columbus, OH (614) Assignment No right of any participant under the Associate Stock Purchase Plan can be assigned, pledged or transferred other than upon the death of the participant by will or intestate succession. 9. Amendment or Termination The Plan may be amended or terminated by L Brands Service Company at any time, but no amendment may decrease the balance in any participant s account or affect the obligation of L Brands and its affiliates to pay over to AST contributions already withheld. 10. Duration The Plan will continue indefinitely until terminated by L Brands Service Company. 11. Commissions and Expenses The participant s Employer will pay to AST all fees, expenses and commissions relating to the initial establishment of each participant s account and to subsequent purchases of L Brands stock under the Plan. The participant will pay to AST all fees, expenses and commissions relating to or resulting from: a. The conversion of an account to a regular brokerage account, b. The withdrawal of any investment from the account, c. The sale of L Brands stock, d. The purchase of L Brands stock other than with dividends or other proceeds derived from contributions; or e. The purchase and sale of anything other than L Brands stock. 12. General The Associate Stock Purchase Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 and is not a tax-qualified retirement Plan under Section 401(a) of the Internal Revenue Code. 13. Write The Bank of New York Mellon: AST Equity Plan Solutions 123 South Broad Street, Suite 1160 Philadelphia, PA Attn: Customer Service Terms & Conditions I understand that unless other Terms and Conditions are specifically made applicable, the following Terms and Conditions shall govern all transactions in my Associate Stock Purchase Plan (Plan) account (Account) with AST. 1. I warrant that I have attained the age of majority in the state or country in which I reside. 2. I understand that my Account will be used for the sole purpose of buying and selling shares of L Brands, Inc. 3. This agreement, including the Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its choice of law or conflict of laws principles. 4. All transactions are subject to the constitution, rules, regulations, usages, rulings, and interpretations of the exchange or market, and its clearinghouse, if any, where the transactions are executed, and if not executed on any exchange, the National Association of Securities Dealers, Inc. 5 Commissions, fees or other charges on any transaction in my Account, or for any service for my Account, will be in accordance with the rates in effect at the time of the transaction or the provision of the service. Transaction fees will be deducted from the total amount of my purchase or the proceeds of my sale. AST may deduct from my Account any such fees, tax reimbursements or expenses owed to AST. If sufficient cash is not available in my Account, AST reserves the right to sell any assets in my Account to cover amounts due to AST. 6. AST will acquire or sell securities as agent for the Plan. 7. On receipt by AST or its legal representative of advice of my legal incapacity or death, securities in my Account shall be held pending receipt of proper authorization and instructions. 8. I will have the right to vote full shares and AST will solicit instructions concerning the voting of full shares held in my Account. If such instructions are not received by AST on a timely basis, the voting of shares in my Account will be governed by the rules and policies of the New York Stock Exchange and the Securities and Exchange Commission then in effect. 9. Orders to purchase securities are subject to certain minimum dollar requirements, which are subject to change. 132

5 10. Payments to the Plan will periodically be made through payroll deductions by my Employer. Each such payment may be commingled with other participants funds and additional funds, if any, forwarded by my Employer to purchase shares and fractional interest in shares. If shares for the Plan are purchased in the open market, they may be purchased over a period of time, and the weighted average price of shares purchased shall be the price per share allocable to me. If shares are purchased directly from my Employer, the Plan document will state the investment date and purchase price formula to be used. 11. A statement of all activity in my Account, including numbers of shares purchased or sold, the price per share, the transaction date, stock splits, dividends paid, and the total number of shares in my Account will be sent to me at least once each Calendar Year. Confirmation of dividend reinvestments will be contained in this statement. Other statements will be sent as required by law or regulation. Information on dividends paid on the shares held in my Account will be sent to the Internal Revenue Service and to me as required by law. 13. Cash dividends on shares held in my Account on the record date for dividends will be credited to my Account on payment date and reinvested in the same security. 14. AST s liability shall be limited to that provided in the Associate Stock Purchase Plan Agreement between AST and L Brands Service Company. 15. AST shall have the right to amend these Terms and Conditions by modifying or rescinding any of its existing provisions or by adding a new provision. Any such amendment shall be effective as of a date to be established by AST. 16. Unless I indicate nonacquiescence in writing, this agreement shall inure to the benefit of the successors of AST by merger, consolidation or otherwise, and its assigns, and AST is authorized to transfer my Plan Account to any such successors and assigns. 17. AST shall not accept nor act on any instructions to sell securities sent by me via facsimile. 12. I may close my Account at any time by appropriate notice to AST. AST reserves the right to discontinue purchasing any security or to terminate purchases or sales for me or to terminate my Account upon reasonable notice to me. If I discontinue investments, I may leave any securities with AST to reinvest dividends provided I am actively employed with L Brands. Should my employment with L Brands terminate, my Account may remain active for a period of no more than 30 days. When my Account is terminated, shares of L Brands or subsidiaries of L Brands, if applicable, held in my Account will be delivered to me (and a check issued for fractional shares) subject to any sale of assets to satisfy any fees and charges due AST under these Terms and Conditions, unless, during such 30-day period, I either: a. Direct that AST sell all shares in my Account and send me a check for the net proceeds; or b. Direct that AST transfer shares in my Account to another brokerage account of my choosing. 18. AST may combine orders to sell securities with all other such orders received on a daily basis from other participants. Orders are generally executed on the first business day following AST s acceptance of my order or as soon as practicable thereafter in accordance with procedures AST may announce from time to time. I understand that I will be liable for all brokerage costs or transfer costs if I elect to have AST sell my shares or transfer my shares to another brokerage account. 133