8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 3, 2014
	L Brands, Inc.
	(Exact Name of Registrant as Specified in Its Charter)
	Delaware
	(State or Other Jurisdiction of Incorporation)
1-8344		31-1029810
(Commission File Number)		(IRS Employer Identification No.)
Three Limited Parkway Columbus, OH		43230
(Address of Principal Executive Offices)		(Zip Code)
	(614) 415-7000
(Registrant's Telephone Number, Including Area Code)
	Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

and

Item 7.01. Regulation FD Disclosure.

The following information is being furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On November 3, 2014, L Brands, Inc. issued a press release reporting estimated comparable store sales for the for weeks ended November 1, 2014. In addition the press release contains updated guidance with respect to third quarter 2014 earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

On November 6, 2014, L Brands, Inc. issued a press release reporting net sales and comparable store sales for the four weeks, thirteen weeks and thirty-nine weeks ended November 1, 2014. In addition, the press release contains updated guidance with respect to third quarter 2014 earnings. A copy of the press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

Item 8.01 Other Events

On November 4, 2014, L Brands, Inc. and certain of its affiliates entered into an agreement to sell all of its remaining interest in MGF Sourcing Holdings to Sycamore Partners for $85,000,000, subject to customary terms and conditions. The sale is expected to close in the first quarter of 2015. MGF Sourcing Holdings owns and operates the third-party sourcing business in which L Brands, Inc. sold a majority interest in October of 2011. This information is included in the November 6, 2014 press release, a copy of which is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1        October Sales Release dated November 3, 2014

Exhibit 99.2        October Sales Release dated November 6, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			L Brands, Inc.
Date:	November 7, 2014	By:	/s/ STUART B. BURGDOERFER
			Stuart B. Burgdoerfer
			Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

L BRANDS REPORTS ESTIMATED OCTOBER COMP AND RAISES

THIRD QUARTER EARNINGS GUIDANCE

Columbus, Ohio (Nov. 3, 2014) - L Brands, Inc. (NYSE: LB) today reported estimated October comparable store sales and raised guidance for third quarter earnings. The company is making this updated information available in advance of its previously announced Investor Update Meeting on Nov. 4.

October comparable store sales are expected to be up low-single digit, in line with expectations, including an expected flat comp at Victoria’s Secret Stores (on top of 10% last year), and 5% at Bath & Body Works (on top of 4% last year). Total sales at Victoria’s Secret Direct, which are not included in comparable store sales, are estimated to be down about 7%, driven by the exit of non-go-forward apparel merchandise.

The company now expects third quarter earnings per share between $0.38 and $0.40, versus its previous guidance of $0.26 to $0.31 and last year’s result of $0.31. The company will provide fourth quarter earnings guidance when it reports third quarter earnings on Nov. 19.

As announced last week, the Investor Update Meeting will be video webcast live from noon to 3 p.m. ET Nov. 4 on www.LB.com, and accessible via phone (listen only) by dialing 1-866-363-4673 (international callers dial 1-360-347-1773). Please reference the “L Brands Annual Investor Update Meeting” to access the call. An archive of the webcast will be available on www.LB.com as soon as possible following the live event.

ABOUT L BRANDS:

L Brands, through Victoria’s Secret, PINK, Bath & Body Works, La Senza and Henri Bendel, is an international company. The company operates 2,955 company-owned specialty stores in the United States, Canada and the United Kingdom, and its brands are sold in about 600 additional franchised locations worldwide. The company’s products are also available online at www.VictoriasSecret.com, www.BathandBodyWorks.com, www.HenriBendel.com and www.LaSenza.com.

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

L Brands, Inc. cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this press release or the presentations involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this press release or the presentations:

• general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;

VICTORIA'S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

• the seasonality of our business;

• the dependence on a high volume of mall traffic and the availability of suitable store locations on appropriate terms;

• our ability to grow through new store openings and existing store remodels and expansions;

• our ability to successfully expand into global markets and related risks;

• our relationships with independent licensees and franchisees;

• our direct channel businesses;

• our failure to protect our reputation and our brand images;

• our failure to protect our trade names, trademarks and patents;

• the highly competitive nature of the retail industry generally and the segments in which we operate particularly;

• consumer acceptance of our products and our ability to keep up with fashion trends, develop new merchandise and launch new product lines successfully;

• our ability to source, distribute and sell goods and materials on a global basis, including risks related to:

• political instability;

• duties, taxes and other charges;

• legal and regulatory matters;

• volatility in currency exchange rates;

• local business practices and political issues;

• potential delays or disruptions in shipping and transportation and related pricing impacts;

• disruption due to labor disputes; and

• changing expectations regarding product safety due to new legislation;

• fluctuations in foreign currency exchange rates;

• stock price volatility;

• our failure to maintain our credit rating;

• our ability to service or refinance our debt;

• our ability to retain key personnel;

• our ability to attract, develop and retain qualified employees and manage labor-related costs;

• the inability of our manufacturers to deliver products in a timely manner and meet quality standards;

• fluctuations in product input costs;

• fluctuations in energy costs;

• increases in the costs of mailing, paper and printing;

• claims arising from our self-insurance;

• our ability to implement and maintain information technology systems and to protect associated data;

• our failure to maintain the security of customer, associate, supplier or company information;

• our failure to comply with regulatory requirements;

• tax matters; and

• legal and compliance matters.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release or the presentations to reflect circumstances existing after the date of this report or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our 2013 Annual Report on Form 10-K.

VICTORIA'S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

For further information, please contact:    

Investor Relations	Media Relations
Amie Preston	Tammy Roberts Myers
(614) 415-6704	(614) 415-7072
apreston@lb.com	communications@lb.com

VICTORIA'S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

EX-99.2

Exhibit 99.2

L BRANDSREPORTS OCTOBER 2014 SALES AND REITERATES PREVIOUSLY RAISED THIRD QUARTER EARNINGS GUIDANCE

- REPORTS SALE OF REMAINING INTEREST IN THIRD-PARTY APPAREL SOURCING BUSINESS -

Columbus, Ohio (Nov. 6, 2014) - L Brands, Inc. (NYSE: LB) reported net sales of $700.0 million for the four weeks ended Nov. 1, 2014, an increase of 3 percent, compared to net sales of $680.5 million for the four weeks ended Nov. 2, 2013. Comparable store sales increased 3 percent for the four weeks ended Nov. 1, 2014.

The company reported net sales of $2.319 billion for the 13 weeks ended Nov. 1, 2014, an increase of 7 percent compared to net sales of $2.171 billion for the 13 weeks ended Nov. 2, 2013. Comparable store sales increased 5 percent for the 13 weeks ended Nov. 1, 2014.

The company reported net sales of $7.385 billion for the 39 weeks ended Nov. 1, 2014, an increase of 6 percent compared to net sales of $6.955 billion for the 39 weeks ended Nov. 2, 2013. Comparable store sales increased 3 percent for the 39 weeks ended Nov. 1, 2014.

As previously announced, the company now expects third quarter earnings per share between $0.38 and $0.40, versus its previous guidance of $0.26 to $0.31 and last year’s result of $0.31. The company will provide fourth quarter earnings guidance when it reports third quarter earnings after the close of the market on Nov. 19. The company will conduct its third quarter earnings call at 9 a.m. ET on Nov. 20.

Additionally, the company and certain of its affiliates have entered into an agreement to sell all of its remaining interest in MGF Sourcing Holdings to Sycamore Partners for $85 million, subject to customary terms and conditions.  The sale is expected to close in the first quarter of 2015. MGF Sourcing Holdings owns and operates the third-party sourcing business in which the company sold a majority interest in October of 2011. 

To hear further commentary provided on L Brands’ prerecorded October sales message, call 1-866-639-7583, or log onto www.LB.com for an audio replay.

ABOUT L BRANDS:

L Brands, through Victoria’s Secret, PINK, Bath & Body Works, La Senza and Henri Bendel, is an international company. The company operates 2,971 company-owned specialty stores in the United States, Canada and the United Kingdom, and its brands are sold in about 600 additional franchised locations worldwide. The company’s products are also available online at www.VictoriasSecret.com, www.BathandBodyWorks.com, www.HenriBendel.com and www.LaSenza.com.

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

L Brands, Inc. cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this press release or the October sales call involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this press release or the October sales call:

• general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;

• the seasonality of our business;

• the dependence on a high volume of mall traffic and the availability of suitable store locations on appropriate terms;

• our ability to grow through new store openings and existing store remodels and expansions;

• our ability to successfully expand into global markets and related risks;

• our relationships with independent licensees and franchisees;

• our direct channel businesses;

• our failure to protect our reputation and our brand images;

• our failure to protect our trade names, trademarks and patents;

• the highly competitive nature of the retail industry generally and the segments in which we operate particularly;

• consumer acceptance of our products and our ability to keep up with fashion trends, develop new merchandise and launch new product lines successfully;

• our ability to source, distribute and sell goods and materials on a global basis, including risks related to:

• political instability;

• duties, taxes and other charges;

• legal and regulatory matters;

• volatility in currency exchange rates;

• local business practices and political issues;

• potential delays or disruptions in shipping and transportation and related pricing impacts;

• disruption due to labor disputes; and

• changing expectations regarding product safety due to new legislation;

• fluctuations in foreign currency exchange rates;

• stock price volatility;

• our failure to maintain our credit rating;

• our ability to service or refinance our debt;

• our ability to retain key personnel;

• our ability to attract, develop and retain qualified employees and manage labor-related costs;

• the inability of our manufacturers to deliver products in a timely manner and meet quality standards;

• fluctuations in product input costs;

• fluctuations in energy costs;

• increases in the costs of mailing, paper and printing;

• claims arising from our self-insurance;

• our ability to implement and maintain information technology systems and to protect associated data;

• our failure to maintain the security of customer, associate, supplier or company information;

• our failure to comply with regulatory requirements;

• tax matters; and

• legal and compliance matters.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release or the October sales call to reflect circumstances existing after the date of this report or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our 2013 Annual Report on Form 10-K.

VICTORIA'S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

For further information, please contact:    

Investor Relations	Media Relations
Amie Preston	Tammy Roberts Myers
(614) 415-6704	(614) 415-7072
apreston@lb.com	communications@lb.com

VICTORIA'S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

L BRANDS

October 2014

Comparable Store Sales Increase (Decrease):

	October 2014		October 2013		Third Quarter 2014		Third Quarter 2013		Year-to-Date 2014		Year-to-Date 2013
Victoria's Secret1	0	%	10	%	3	%	4	%	3	%	2	%
Bath & Body Works1	5	%	4	%	7	%	2	%	4	%	3	%
L Brands	3	%	8	%	5	%	3	%	3	%	3	%
Victoria's Secret Direct Sales	(7	%)	(7	%)	2	%	(1	%)	0	%	(4	%)

¹ - Results include company-owned stores in the United States and Canada.

Total Sales (Millions):

	Third Quarter 2014		Third Quarter 2013		Year-to-Date 2014		Year-to-Date 2013
Victoria's Secret Stores1	$	1,177.6	$	1,104.1	$	3,785.9	$	3,570.4
Victoria's Secret Direct	274.7		268.9		1,015.4		1,011.6
Total Victoria's Secret	$	1,452.3	$	1,373.0	$	4,801.3	$	4,582.0
Bath & Body Works1	$	602.7	$	558.0	$	1,771.1	$	1,686.5
Bath & Body Works Direct	56.7		48.7		174.5		149.0
Total Bath & Body Works	$	659.4	$	606.7	$	1,945.6	$	1,835.5
VS & BBW International2	$	80.0	$	59.8	$	230.4	$	146.5
Other	$	127.2	$	131.6	$	408.1	$	391.0
L Brands	$	2,318.9	$	2,171.1	$	7,385.4	$	6,955.0

¹ - Results include company-owned stores in the United States and Canada.

² - Results include retail sales from company-owned stores outside of the United States and Canada, royalties associated with franchised stores and wholesale sales.

VICTORIA'S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

Total Company-Owned Stores:

	Stores				Stores
	Operating				Operating
	at 2/1/14	Opened	Closed		at 11/1/14
Victoria's Secret U.S.	977	9	(4	)	982
PINK U.S.	83	32	(1	)	114
Victoria's Secret Canada	24	6	—		30
PINK Canada	10	—	—		10
Total Victoria's Secret	1,094	47	(5	)	1,136
Bath & Body Works U.S.	1,559	13	(11	)	1,561
Bath & Body Works Canada	79	10	(1	)	88
Total Bath & Body Works	1,638	23	(12	)	1,649
Victoria's Secret U.K.	5	4	—		9
Henri Bendel	29	—	—		29
La Senza Canada	157	—	(9	)	148
Total L Brands Stores	2,923	74	(26	)	2,971

Total Franchise Stores:

	Stores				Stores
	Operating				Operating
	at 2/1/14	Opened	Closed		at 11/1/14
Victoria's Secret Beauty & Accessories	198	54	(7	)	245
VS International (Full Assortment)	4	4	—		8
BBW International	55	13	(1	)	67
La Senza International	331	3	(66	)	268
Total Franchise Stores	588	74	(74	)	588

VICTORIA'S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com