Victoria's Secret & Co. (VSCO) 10-Q 1 Dec 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Oct. 28, 2023	Nov. 30, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 28, 2023
Document Transition Report	false
Entity File Number	001-40515
Entity Registrant Name	VICTORIA'S SECRET & CO.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3167653
Entity Address, Address Line One	4 Limited Parkway East
Entity Address, City or Town	Reynoldsburg,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43068
City Area Code	(614)
Local Phone Number	577-7000
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	VSCO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		77,434,945
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001856437
Current Fiscal Year End Date	--02-03

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Income Statement [Abstract]
Net Sales	$ 1,265	$ 1,318	$ 4,099	$ 4,323
Costs of Goods Sold, Buying and Occupancy	(838)	(861)	(2,683)	(2,809)
Gross Profit	427	457	1,416	1,514
General, Administrative and Store Operating Expenses	(494)	(414)	(1,429)	(1,280)
Operating Income (Loss)	(67)	43	(13)	234
Interest Expense	(26)	(15)	(72)	(41)
Other Income (Loss)	0	2	0	(2)
Income (Loss) Before Income Taxes	(93)	30	(85)	191
Provision (Benefit) for Income Taxes	(22)	8	(17)	25
Net Income (Loss)	(71)	22	(68)	166
Less: Net Income (Loss) Attributable to Noncontrolling Interest	0	(2)	4	(9)
Net Income (Loss) Attributable to Victoria's Secret & Co.	$ (71)	$ 24	$ (72)	$ 175
Net Income (Loss) Per Basic Share Attributable to Victoria's Secret & Co. (in dollars per share)	$ (0.92)	$ 0.30	$ (0.93)	$ 2.12
Net Income (Loss) Per Diluted Share Attributable to Victoria's Secret & Co. (in dollars per share)	$ (0.92)	$ 0.29	$ (0.93)	$ 2.07

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ (71)	$ 22	$ (68)	$ 166
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	(2)	(9)	(4)	(10)
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital	0	0	0	3
Total Other Comprehensive Loss, Net of Tax	(2)	(9)	(4)	(7)
Total Comprehensive Loss	(73)	13	(72)	159
Less: Net Income (Loss) Attributable to Noncontrolling Interest	0	(2)	4	(9)
Less: Foreign Currency Translation Attributable to Noncontrolling Interest	(1)	(3)	(2)	(2)
Comprehensive Income (Loss) Attributable to Victoria's Secret & Co.	$ (72)	$ 18	$ (74)	$ 170

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Current Assets:
Cash and Cash Equivalents	$ 124	$ 427	$ 126
Accounts Receivable, Net	139	141	184
Inventories	1,211	1,052	1,242
Other	162	117	157
Total Current Assets	1,636	1,737	1,709
Property and Equipment, Net	871	846	855
Operating Lease Assets	1,311	1,232	1,228
Goodwill	365	365	0
Trade Names	286	289	246
Other Intangible Assets, Net	121	137	0
Deferred Income Taxes	15	18	20
Other Assets	82	87	84
Total Assets	4,687	4,711	4,142
Current Liabilities:
Accounts Payable	449	481	397
Accrued Expenses and Other	625	737	618
Current Debt	4	4	4
Current Operating Lease Liabilities	288	310	305
Income Taxes	2	47	8
Total Current Liabilities	1,368	1,579	1,332
Deferred Income Taxes	60	53	59
Long-term Debt	1,530	1,271	1,244
Long-term Operating Lease Liabilities	1,279	1,201	1,207
Other Long-term Liabilities	212	206	48
Total Liabilities	4,449	4,310	3,890
Shareholders' Equity:
Preferred Stock — $0.01 par value; 10 shares authorized; 0 shares issued and outstanding	0	0	0
Common Stock — $0.01 par value; 1,000 shares authorized; 77, 80, and 81 shares issued and outstanding, respectively	1	1	1
Paid-in Capital	223	195	187
Accumulated Other Comprehensive Income (Loss)	(1)	1	0
Retained Earnings (Accumulated Deficit)	(3)	186	47
Total Victoria's Secret & Co. Shareholders' Equity	220	383	235
Noncontrolling Interest	18	18	17
Total Equity	238	401	252
Total Liabilities and Equity	$ 4,687	$ 4,711	$ 4,142

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000	10,000	10,000
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000	1,000,000	1,000,000
Common stock, shares issued (in shares)	77,000	81,000	80,000
Common stock, shares outstanding (in shares)	77,000	81,000	80,000

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions	Total	Total Victoria's Secret & Co. Equity	Common Stock	Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit)	Treasury Stock	Noncontrolling Interest
Beginning Balance (in shares) at Jan. 29, 2022			85
Beginning Balance at Jan. 29, 2022	$ 257	$ 257	$ 1	$ 125	$ 5	$ 126		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	166	175				175		(9)
Other Comprehensive Loss	(7)	(5)			(5)			(2)
Total Comprehensive Income (Loss)	159	170			(5)	175		(11)
Sale of Noncontrolling Interest	45	17		17				28
Repurchases of Common Stock (in shares)			(5)
Repurchases of Common Stock	(214)	(214)		50			$ (264)
Treasury Share Retirements				(10)		(254)	264
Share-based Compensation Expense	38	38		38
Tax Payments related to Share-based Awards (in shares)			(1)
Tax Payments related to Share-based Awards	(40)	(40)		(40)
Other (in shares)			2
Other	$ 7	7		7
Ending Balance (in shares) at Oct. 29, 2022	80		81
Ending Balance at Oct. 29, 2022	$ 252	235	$ 1	187	0	47	0	17
Beginning Balance (in shares) at Jul. 30, 2022			82
Beginning Balance at Jul. 30, 2022	269	247	$ 1	177	6	65	(2)	22
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	22	24				24		(2)
Other Comprehensive Loss	(9)	(6)			(6)			(3)
Total Comprehensive Income (Loss)	13	18			(6)	24		(5)
Repurchases of Common Stock (in shares)			(1)
Repurchases of Common Stock	(43)	(43)		0			(43)
Treasury Share Retirements	0			(3)		(42)	45
Share-based Compensation Expense	12	12		12
Tax Payments related to Share-based Awards	(1)	(1)		(1)
Other	$ 2	2		2
Ending Balance (in shares) at Oct. 29, 2022	80		81
Ending Balance at Oct. 29, 2022	$ 252	235	$ 1	187	0	47	0	17
Beginning Balance (in shares) at Jan. 28, 2023	81		80
Beginning Balance at Jan. 28, 2023	$ 401	383	$ 1	195	1	186		18
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	(68)	(72)				(72)		4
Other Comprehensive Loss	(4)	(2)			(2)			(2)
Total Comprehensive Income (Loss)	(72)	(74)			(2)	(72)		2
Repurchases of Common Stock (in shares)			(3)
Repurchases of Common Stock	(126)	(126)		0			(126)
Treasury Share Retirements				(9)		(117)	126
Share-based Compensation Expense	41	41		41
Tax Payments related to Share-based Awards (in shares)			(1)
Tax Payments related to Share-based Awards	(10)	(10)		(10)
Distribution to Noncontrolling Interest	(2)							(2)
Other (in shares)			1
Other	$ 6	6		6
Ending Balance (in shares) at Oct. 28, 2023	77		77
Ending Balance at Oct. 28, 2023	$ 238	220	$ 1	223	(1)	(3)	0	18
Beginning Balance (in shares) at Jul. 29, 2023			77
Beginning Balance at Jul. 29, 2023	300	279	$ 1	210	0	68	0	21
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	(71)	(71)				(71)
Other Comprehensive Loss	(2)	(1)			(1)			(1)
Total Comprehensive Income (Loss)	(73)	(72)			(1)	(71)		(1)
Share-based Compensation Expense	14	14		14
Tax Payments related to Share-based Awards	(1)	(1)		(1)
Distribution to Noncontrolling Interest	$ (2)							(2)
Ending Balance (in shares) at Oct. 28, 2023	77		77
Ending Balance at Oct. 28, 2023	$ 238	$ 220	$ 1	$ 223	$ (1)	$ (3)	$ 0	$ 18

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022
Operating Activities:
Net Income (Loss)	$ (68)	$ 166
Adjustments to Reconcile Net Income (Loss) to Net Cash Used for Operating Activities:
Depreciation and Amortization of Long-lived Assets	216	208
Share-based Compensation Expense	41	38
Amortization of Fair Value Adjustment to Acquired Inventories	22	0
Deferred Income Taxes	7	(3)
Changes in Assets and Liabilities:
Accounts Receivable	0	(23)
Inventories	(184)	(298)
Accounts Payable, Accrued Expenses and Other	(122)	(229)
Income Taxes	(83)	(131)
Other Assets and Liabilities	(29)	(7)
Net Cash Used for Operating Activities	(200)	(279)
Investing Activities:
Capital Expenditures	(224)	(125)
Acquisition, Net of Cash Acquired	1	0
Investment in Frankies Bikinis, LLC	0	(18)
Other Investing Activities	0	(7)
Net Cash Used for Investing Activities	(223)	(150)
Financing Activities:
Borrowings from Asset-based Revolving Credit Facility	405	267
Repayments of Borrowings from Asset-based Revolving Credit Facility	145	0
Repurchases of Common Stock	(125)	(214)
Tax Payments related to Share-based Awards	(10)	(40)
Proceeds from Stock Option Exercises	3	4
Payments of Long-term Debt	(3)	(3)
Cash Received from Noncontrolling Interest Partner	0	55
Other Financing Activities	(3)	(2)
Net Cash Provided by Financing Activities	122	67
Effects of Exchange Rate Changes on Cash and Cash Equivalents	(2)	(2)
Net Decrease in Cash and Cash Equivalents	(303)	(364)
Cash and Cash Equivalents, Beginning of Period	427	490
Cash and Cash Equivalents, End of Period	$ 124	$ 126

Description of Business, Basis

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Oct. 28, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Victoria’s Secret & Co. (together with its subsidiaries unless the context otherwise requires, the “Company”) is a specialty retailer of women's intimate and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. The Company has more than 900 stores in the United States (“U.S.”), Canada and China as well as its own websites, www.VictoriasSecret.com, www.PINK.com and www.AdoreMe.com and other online channels worldwide. Additionally, the Company has more than 440 stores in nearly 70 countries operating under franchise, license and wholesale arrangements. The Company also includes the merchandise sourcing and production function serving the Company and its international partners. The Company operates as a single segment designed to serve customers worldwide seamlessly through stores and online channels. On December 30, 2022, the Company completed its acquisition of 100% of AdoreMe, Inc. (“Adore Me”), a digitally-native intimates brand. For additional information, see Note 2, “Acquisition.” In July 2022, the Company announced a new, simplified corporate leadership structure designed to unite the Company's brands, better align its teams with a shifting consumer landscape and enable better execution of its strategy. The restructuring eliminated approximately 160 management roles, or approximately 5% of the Company's home office headcount. In the fourth quarter of 2022 and in the first quarter of 2023, the Company implemented additional restructuring actions to continue to reorganize and improve its organizational structure. For additional information, see Note 4, “Restructuring Activities.” Fiscal Year The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “third quarter of 2023” and “third quarter of 2022” refer to the thirteen-week periods ended October 28, 2023 and October 29, 2022, respectively. “Year-to-date 2023” and “year-to-date 2022” refer to the thirty-nine-week periods ended October 28, 2023 and October 29, 2022, respectively, and “fiscal year 2023” and “fiscal year 2022” refer to the fifty-three-week period ending February 3, 2024 and the fifty-two-week period ended January 28, 2023, respectively. Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Interim Financial Statements The Consolidated Financial Statements as of and for the periods ended October 28, 2023 and October 29, 2022 are unaudited. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2023. In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. Seasonality of Business Due to the seasonal variations in the retail industry, the results of operations for the thirteen-week and thirty-nine week periods ended October 28, 2023 are not necessarily indicative of the results expected for any other interim period or the full fiscal year ending February 3, 2024. Equity Method Investments The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee's net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company’s share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Costs of Goods Sold, Buying and Occupancy in the Consolidated Statements of Income (Loss), and the Company's share of net income or loss from all other unconsolidated entities is included in General, Administrative and Store Operating Expenses in the Consolidated Statements of Income (Loss). The Company’s equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value. In March 2022, the Company acquired a minority interest in swimwear brand Frankies Bikinis, LLC (“Frankies Bikinis”) in exchange for $18 million. The investment in Frankies Bikinis is accounted for using the equity method of accounting. The carrying values of equity method investments were $56 million as of October 28, 2023, $56 million as of January 28, 2023 and $52 million as of October 29, 2022. These investments are recorded in Other Assets on the Consolidated Balance Sheets. Noncontrolling Interest The Company accounts for investments in entities where it has control over the entity by consolidating the entities' assets, liabilities and results of operations and including them in the Company's Consolidated Financial Statements. The share of the investment not owned by the Company is reflected in Noncontrolling Interest in the Consolidated Balance Sheets. The Company recognizes the share of net income or loss not attributable to the Company in Net Income (Loss) Attributable to Noncontrolling Interest in the Consolidated Statements of Income (Loss). Noncontrolling interest represents the portion of equity interests in a joint venture in China that is not owned by the Company. For additional information, see Note 4, “Restructuring Activities.” Concentration of Credit Risk The Company maintains cash and cash equivalents with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom the Company transacts with and limits the amount of credit exposure with any one entity. As of October 28, 2023, the Company's investment portfolio is primarily comprised of bank deposits. The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which the Company grants credit terms in the normal course of business. The Company determines the required allowance for expected credit losses using information such as customer credit history and financial condition. Amounts are recorded to the allowance when it is determined that expected credit losses may occur. Supplier Finance Programs The Company has agreements with designated third-party financial institutions to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations of the Company. Participating suppliers may finance one or more payment obligations of the Company prior to their scheduled due dates and receive a discounted payment from participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. All amounts payable to financial institutions relating to suppliers participating in these programs are recorded in Accounts Payable in the Consolidated Balance Sheets and were $154 million as of October 28, 2023, $213 million as of January 28, 2023 and $140 million as of October 29, 2022. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates, and the Company revises its estimates and assumptions as new information becomes available. Recently Issued Accounting Pronouncements The Company did not adopt any new accounting standards during the third quarter of 2023 that had a material impact on the Company's results of operations, financial position or cash flows. In addition, there are no new accounting standards not yet adopted that are expected to have a material impact on the Company's results of operations, financial position or cash flows.

Acquisition

Acquisition	9 Months Ended
	Oct. 28, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisition	Acquisition On December 30, 2022, the Company completed the acquisition of 100% of Adore Me. Adore Me is a direct-to-consumer lingerie and apparel brand with technology driven commerce service and a series of innovation-driven products. The acquisition creates the opportunity for the Company to leverage Adore Me's expertise and technology to continue to improve the Victoria's Secret and PINK customer shopping experience and accelerate the modernization of the Company's digital platform. Under the terms of the definitive agreement setting forth the terms and conditions of the acquisition (the “Merger Agreement”), the Company made an upfront cash payment of $391 million at closing and will pay further cash consideration in an aggregate amount of at least $80 million, consisting of a fixed payment to be made on or prior to January 15, 2025, and up to $300 million based on the performance of Adore Me and achievement of specified strategic objectives and certain EBITDA and net revenue goals within the two-year period following closing of the transaction. Under the terms of the Merger Agreement, up to $60 million of the further cash consideration is subject to the continued employment of a certain Adore Me employee (“Contingent Compensation Payments”). These Contingent Compensation Payments are not included as consideration when applying the acquisition method of accounting and are recognized as compensation expense within General, Administrative and Store Operating Expenses in the Consolidated Statements of Income (Loss) if and when earned in future periods. The total consideration when applying the acquisition method of accounting was initially $537 million, net of $22 million of cash acquired. The gross consideration as of the acquisition date of $559 million consisted of $391 million in cash paid at closing, $98 million which represented the fair value of the contingent cash consideration as of the acquisition date and $70 million which represented the fair value of the future fixed payment as of the acquisition date. During the second quarter of 2023, the Company received $1 million in cash for the final working capital settlement, which decreased the total consideration of the acquisition to $536 million. The Company accounted for the acquisition of Adore Me using the acquisition method of accounting. Assets acquired and liabilities assumed have been recorded based on their preliminary fair values, and as a result, the estimates and assumptions are subject to change. The Company is still in the process of finalizing the valuation estimates and final purchase price allocation which includes potential adjustments related to amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of the acquisition. Year-to-date 2023, the Company recorded certain measurement period adjustments based on additional information, primarily related to assumed deferred income tax liabilities, assumed accrued expenses and other liabilities and acquired accounts receivable, resulting in a $2 million increase to Deferred Income Tax Liabilities, a $2 million decrease to Accrued Expenses and Other and a $1 million decrease to Accounts Receivable. The measurement period adjustments had an offsetting impact to Goodwill. The following is a preliminary purchase price allocation of assets acquired and liabilities assumed as of December 30, 2022 related to the Adore Me acquisition: Initial Allocation Measurement Period Adjustments Adjusted Allocation (in millions) Accounts Receivable $ 1 $ (1) $ — Inventories 105 — 105 Other Current Assets 7 — 7 Property and Equipment, Net 12 — 12 Operating Lease Assets 5 — 5 Goodwill 365 — 365 Trade Name 43 — 43 Other Intangible Assets 137 — 137 Other Assets 1 — 1 Accounts Payable 17 — 17 Accrued Expenses and Other 88 (2) 86 Current Operating Lease Liabilities 2 — 2 Deferred Income Tax Liabilities 21 2 23 Long-term Operating Lease Liabilities 3 — 3 Other Long-term Liabilities 8 — 8 Net Assets Acquired and Liabilities Assumed $ 537 $ (1) $ 536 The following table represents the definite-lived intangible assets acquired, the preliminary fair values and respective useful lives: Useful Life Preliminary Fair Value (in millions) Customer Relationships 7 years $ 81 Developed Technology 6 years 56 Trade Name 10 years 43 Total Definite-Lived Intangible Assets $ 180 The Company used the multi-period excess earnings method to value the customer relationships intangible assets and the relief from royalty method to value the developed technology and trade name intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted revenues, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of developed technology and the trade name included forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful life was 7.4 years for definite-lived intangible assets. Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized for Adore Me, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the acquisition of Adore Me. The goodwill arising from the acquisition is not expected to be deductible for tax purposes. The Company consolidates Adore Me's financial information on an approximate one-month reporting lag. Accordingly, given the acquisition closing date of December 30, 2022, the operating results of Adore Me for the period subsequent to the acquisition date are recorded in the Company's consolidated financial statements beginning in 2023. In the third quarter and year-to-date 2023, the Company recognized the financial impact of purchase accounting items and additional acquisition-related costs, including recognition in gross profit of the fair value adjustment to acquired inventories as it is sold, recognition of changes in the estimated fair value of contingent consideration and Contingent Compensation Payments, as well as amortization of acquired intangible assets. During the third quarter of 2023, the Company recognized total related costs of $8 million, including $7 million in Costs of Goods Sold, Buying and Occupancy and $1 million in Interest Expense. Year-to-date 2023, the Company recognized total related costs of $49 million, including $22 million in Costs of Goods Sold, Buying and Occupancy, $24 million in General, Administrative and Store Operating Expenses and $3 million in Interest Expense. See Note 12, “Fair Value of Financial Instruments” for further information on the contingent consideration. The deferred consideration liability for the future fixed payment is included within Other Long-term Liabilities in the Consolidated Balance Sheets and was $74 million as of October 28, 2023 and $71 million as of January 28, 2023.

Revenue Recognition

Revenue Recognition	9 Months Ended
	Oct. 28, 2023
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition Accounts receivable, net from revenue-generating activities were $102 million as of October 28, 2023, $101 million as of January 28, 2023 and $133 million as of October 29, 2022. Accounts receivable primarily relate to amounts due from the Company's franchise, license and wholesale partners. Under these arrangements, payment terms are typically 60 to 90 days. The Company records deferred revenue when cash payments are received in advance of transfer of control of goods or services. Deferred revenue primarily relates to gift cards, loyalty and credit card programs and direct channel shipments, which are all impacted by seasonal and holiday-related sales patterns. Deferred revenue was $283 million as of October 28, 2023, $309 million as of January 28, 2023 and $229 million as of October 29, 2022. The Company recognized $109 million as revenue year-to-date 2023 from amounts recorded as deferred revenue at the beginning of the year. As of October 28, 2023, the Company recorded deferred revenue of $267 million within Accrued Expenses and Other, and $16 million within Other Long-term Liabilities on the Consolidated Balance Sheet. The following table provides a disaggregation of Net Sales for the third quarter and year-to-date 2023 and 2022: Third Quarter Year-to-Date 2023 2022 2023 2022 (in millions) Stores – North America (a) $ 723 $ 813 $ 2,326 $ 2,712 Direct (a) 382 342 1,281 1,176 International (b) 160 163 492 435 Total Net Sales $ 1,265 $ 1,318 $ 4,099 $ 4,323 _______________ (a) Results in 2023 include Adore Me sales. (b) Results include consolidated joint venture sales in China, royalties associated with franchised stores and wholesale sales. The Company has a Victoria's Secret and PINK multi-tender loyalty program along with a co-branded credit card and U.S. private label credit card through which customers can earn points on purchases of Victoria's Secret and PINK product and through the co-branded credit card can earn points on purchases outside of the Company. A third-party financing company is the sole owner of the credit card accounts and underwrites the credit issued under the credit card programs. Revenue earned in connection with the Company's credit card arrangements with the third-party is primarily recognized based on credit card sales and usage. The Company recognized Net Sales of $20 million and $29 million in the third quarter of 2023 and 2022, respectively, related to revenue earned in connection with its credit card arrangements. The Company recognized Net Sales of $66 million and $85 million year-to-date 2023 and 2022, respectively, related to revenue earned in connection with its credit card arrangements. The Company’s international net sales include sales from Company-operated stores, royalty revenue from franchise and license arrangements, wholesale revenues and direct sales shipped internationally. Certain of these sales are subject to the impact of fluctuations in foreign currency. The Company’s net sales outside of the U.S. totaled $205 million and $211 million for the third quarter of 2023 and 2022, respectively. The Company’s net sales outside of the U.S. totaled $637 million and $594 million year-to-date 2023 and 2022, respectively.

Restructuring Activities

Restructuring Activities	9 Months Ended
	Oct. 28, 2023
Restructuring and Related Activities [Abstract]
Restructuring Activities	Restructuring Activities Organizational Restructuring In the first quarter of 2023, the Company implemented additional restructuring actions to continue to reorganize and improve its organizational structure. As a result, pre-tax severance and related costs of $11 million, of which $8 million are included in General, Administrative and Store Operating Expenses and $3 million are included in Costs of Goods Sold, Buying and Occupancy, are included in the Year-to-Date 2023 Consolidated Statement of Loss. During the second quarter and fourth quarter of 2022, the Company implemented restructuring actions to reorganize and improve its organizational structure. As a result of the restructuring actions in the second quarter of 2022, the Company incurred pre-tax severance and related costs of $29 million, of which $16 million are included in General, Administrative and Store Operating Expenses and $13 million are included in Costs of Goods Sold, Buying and Occupancy in the 2022 Consolidated Statements of Income. As a result of the restructuring actions in the fourth quarter of 2022, the Company incurred pre-tax severance and related costs of $6 million, of which $5 million are included in General, Administrative and Store Operating Expenses and $1 million are included in Costs of Goods Sold, Buying and Occupancy. Year-to-date 2023, the Company made payments of $14 million related to severance and related costs associated with these reductions. As of October 28, 2023, liabilities, after accrual adjustments, related to these restructuring activities of $9 million are included in the October 28, 2023 Consolidated Balance Sheet. Victoria's Secret China In April 2022, the Company announced the completion of the joint venture agreement with Regina Miracle International (Holdings) Limited (“Regina Miracle”), a company listed on the Hong Kong Stock Exchange, related to its existing Company-owned business in China. The Company and Regina Miracle formed a joint venture to operate Victoria's Secret stores and the related online business in China. Under the terms of the agreement, the Company owns 51% of the joint venture and Regina Miracle owns the remaining 49%. The Company received $45 million in cash from Regina Miracle during the first quarter of 2022 as consideration for its investment in the joint venture. In connection with the execution of the agreement, the Company and Regina Miracle each contributed $10 million in cash to the joint venture. The cash received from Regina Miracle is reflected within Cash Received from Noncontrolling Interest Partner in the 2022 Consolidated Statement of Cash Flows. Since the Company has retained control over the joint venture, the joint venture's assets, liabilities and results of operations will continue to be consolidated in the Company's consolidated financial statements. Regina Miracle's interest in the joint venture is now reflected in Noncontrolling Interest in the Consolidated Balance Sheets and in Net Income (Loss) Attributable to Noncontrolling Interest in the Consolidated Statements of Income (Loss).

Earnings (Loss) Per Share and S

Earnings (Loss) Per Share and Shareholders' Equity	9 Months Ended
	Oct. 28, 2023
Earnings Per Share [Abstract]
Earnings (Loss) Per Share and Shareholders' Equity	Earnings (Loss) Per Share and Shareholders' Equity Earnings (Loss) Per Share Earnings (loss) per basic share is computed based on the weighted-average number of common shares outstanding. Earnings (loss) per diluted share include the weighted-average effect of dilutive restricted stock units, performance share units and options (collectively, “Dilutive Awards”) on the weighted-average shares outstanding. The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings (loss) per share for the third quarter and year-to-date 2023 and 2022: Third Quarter Year-to-Date 2023 2022 2023 2022 (in millions) Common Shares 77 81 78 83 Treasury Shares — — — — Basic Shares 77 81 78 83 Effect of Dilutive Awards (a)(b) — 2 — 2 Diluted Shares 77 83 78 85 Anti-dilutive Awards (a) 5 2 5 1 _______________ (a) Shares underlying certain restricted stock units, performance share units and options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) For the third quarter and year-to-date 2023, shares underlying outstanding restricted stock units, performance share units and options were excluded from dilutive shares as a result of the Company's net loss for the periods. Shareholders' Equity Common Stock Share Repurchases & Treasury Stock Retirements Fiscal Year 2023 January 2023 Share Repurchase Program In January 2023, the Company's Board of Directors approved a share repurchase program (“January 2023 Share Repurchase Program”), authorizing the repurchase of up to $250 million of the Company's common stock. The $250 million authorization is expected to be utilized to repurchase shares in the open market or as otherwise authorized by the Board of Directors, subject to market conditions and other factors. The January 2023 Share Repurchase Program began upon completion of the March 2022 Share Repurchase Program and will continue until exhausted, but no later than the end of fiscal year 2023. In February 2023, as part of the January 2023 Share Repurchase Program, the Company entered into an accelerated share repurchase agreement (“ASR Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase $125 million of the Company's common stock. In February 2023, the Company made an initial payment of $125 million to Goldman Sachs and received an initial delivery of 2.4 million shares of the Company's common stock. As a result of the initial share delivery, there was an additional $1 million increase in Treasury Stock, which reflects the excise tax liability recorded related to the share repurchase in accordance with the Inflation Reduction Act of 2022. In May 2023, upon final settlement of the ASR Agreement, the Company received an additional 1.3 million shares of the Company's common stock from Goldman Sachs. The final number of shares received was based on the volume-weighted average price of the Company’s common stock during the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms of the ASR Agreement. The Company repurchased the following shares of its common stock under the January 2023 Share Repurchase Program during year-to-date 2023: Amount Authorized Shares Repurchased Amount Repurchased Average Stock Price (in millions) (in thousands) (in millions) January 2023 Share Repurchase Program $ 250 3,652 $ 125 $ 34.22 As of October 28, 2023, the Company was authorized to repurchase up to $125 million of the Company's common stock under the January 2023 Share Repurchase Program. In accordance with the Board of Directors' resolution, shares repurchased under the January 2023 Share Repurchase Program were immediately retired. As a result, the Company retired the 3.7 million shares repurchased in connection with the settlement of the ASR Agreement year-to-date 2023. The retirement resulted in a reduction of $126 million in Treasury Stock, less than $1 million in the par value of Common Stock, $9 million in Paid-in Capital and $117 million in Retained Earnings (Accumulated Deficit) year-to-date 2023. Fiscal Year 2022 March 2022 Share Repurchase Program In March 2022, the Company's Board of Directors approved a share repurchase program (“March 2022 Share Repurchase Program”), providing for the repurchase of up to $250 million of the Company's common stock. The $250 million authorization was utilized in fiscal year 2022 to repurchase shares in the open market, subject to market conditions and other factors. The Company repurchased the following shares of its common stock under the March 2022 Share Repurchase Program during year-to-date 2022: Amount Authorized Shares Repurchased Amount Repurchased Average Stock Price (in millions) (in thousands) (in millions) March 2022 Share Repurchase Program $ 250 5,104 $ 214 $ 41.91 In accordance with the Board of Directors' resolution, shares of the Company's common stock repurchased under the March 2022 Share Repurchase Program were retired upon repurchase. As a result, year-to-date 2022 the Company retired 5.1 million shares repurchased under the March 2022 Share Repurchase Program, which resulted in reductions of less than $1 million in the par value of Common Stock, $10 million in Paid-in Capital and $204 million in Retained Earnings. December 2021 Accelerated Share Repurchase Agreement In February 2022, upon final settlement of the Company's December 2021 accelerated share repurchase agreement (“December 2021 ASR Agreement”) with Goldman Sachs, the Company received an additional 0.3 million shares of the Company's common stock from Goldman Sachs. The delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share. In connection with the settlement of the December 2021 ASR Agreement, $50 million previously recorded in Paid-in Capital as of January 29, 2022, was reclassified to Treasury Stock in the first quarter of 2022. In February 2022, the Company immediately retired the additional 0.3 million shares repurchased in connection with the settlement of the December 2021 ASR Agreement. The retirement resulted in a reduction of $50 million in Treasury Stock, less than $1 million in the par value of Common Stock, less than $1 million in Paid-in Capital and nearly $50 million in Retained Earnings.

Inventories

Inventories	9 Months Ended
	Oct. 28, 2023
Inventory Disclosure [Abstract]
Inventories	Inventories The following table provides details of Inventories as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Finished Goods Merchandise $ 1,159 $ 997 $ 1,186 Raw Materials and Merchandise Components 52 55 56 Total Inventories $ 1,211 $ 1,052 $ 1,242 Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis. The above amounts are net of valuation adjustments for inventory where the cost exceeds the amount the Company expects to realize from the ultimate sale or disposal of the inventory and net of loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory.

Long-Lived Assets

Long-Lived Assets	9 Months Ended
	Oct. 28, 2023
Property, Plant and Equipment [Abstract]
Long-Lived Assets	Long-Lived Assets The following table provides details of Property and Equipment, Net as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Property and Equipment, at Cost $ 3,654 $ 3,716 $ 3,684 Accumulated Depreciation and Amortization (2,783) (2,870) (2,829) Property and Equipment, Net $ 871 $ 846 $ 855 Depreciation expense was $65 million and $68 million for the third quarter of 2023 and 2022, respectively. Depreciation expense was $197 million and $208 million for year-to-date 2023 and 2022, respectively.

Intangible Assets

Intangible Assets	9 Months Ended
	Oct. 28, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets Goodwill The Company's goodwill was established as a result of the acquisition of Adore Me on December 30, 2022. For additional information, see Note 2, “Acquisition.” Prior to the acquisition of Adore Me, the Company did not have any goodwill. The following table shows the change in the carrying value of goodwill: (in millions) Balance, January 28, 2023 $ 365 Adjustments (a) — Balance, October 28, 2023 $ 365 _______________ (a) Includes offsetting measurement period adjustments related to the acquisition of Adore Me. For additional information, see Note 2, “Acquisition.” Trade Name - Indefinite-Lived The Victoria's Secret trade name, an indefinite-lived intangible asset, was $246 million as of October 28, 2023, January 28, 2023 and October 29, 2022, respectively. Definite-Lived Intangible Assets The Company's definite-lived intangible assets were established as a result of the acquisition of Adore Me. Prior to the acquisition of Adore Me, the Company did not have any definite-lived intangible assets. The following table provides details of the gross carrying amount and accumulated amortization of the Company's definite-lived intangible assets as of October 28, 2023 and January 28, 2023: October 28, January 28, (in millions) Gross Definite-Lived Intangible Assets Customer Relationships $ 81 $ 81 Developed Technology 56 56 Adore Me Trade Name 43 43 Total Gross Definite-Lived Intangible Assets $ 180 $ 180 Accumulated Amortization Customer Relationships $ (9) $ — Developed Technology (7) — Adore Me Trade Name (3) — Total Accumulated Amortization (19) — Total Definite-Lived Intangible Assets, Net $ 161 $ 180 Amortization expense for intangible assets was $6 million and $19 million for the third quarter of 2023 and year-to-date 2023, respectively. There was no amortization expense recorded related to these definite-lived intangible assets in fiscal year 2022.

Accrued Expenses and Other

Accrued Expenses and Other	9 Months Ended
	Oct. 28, 2023
Accrued Liabilities, Current [Abstract]
Accrued Expenses and Other	Accrued Expenses and Other The following table provides additional information about the composition of Accrued Expenses and Other as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Deferred Revenue on Gift Cards $ 213 $ 238 $ 168 Compensation, Payroll Taxes and Benefits 103 105 112 Deferred Revenue on Loyalty and Credit Card Programs 43 40 30 Taxes, Other than Income 39 40 21 Accrued Marketing 37 37 38 Accrued Interest 19 7 13 Contingent Consideration Related to Adore Me Acquisition 16 30 — Returns Reserve 14 22 15 Accrued Freight and Other Logistics 11 16 23 Deferred Revenue on Direct Shipments not yet Delivered 11 13 12 Accrued Claims on Self-insured Activities 10 8 6 Rent 5 63 62 Other 104 118 118 Total Accrued Expenses and Other $ 625 $ 737 $ 618

Income Taxes

Income Taxes	9 Months Ended
	Oct. 28, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision (benefit) for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. For the third quarter of 2023, the Company’s effective tax rate was 24.1% compared to 25.0% in the third quarter of 2022. The third quarter of 2023 rate differed from the Company ’ s combined estimated federal and state statutory rate primarily due to foreign earnings taxed at a lower rate than the Company ’ s combined federal and state statutory rate. The third quarter of 2022 rate was consistent with the Company ’ s combined federal and state statutory rate. For year-to-date 2023 , the Company’s effective tax rate wa s 20.6% c ompared to 13.2% for year-to-date 2022 . The year-to-date 2023 rate differed from the Company's combined estimated federal and state statutory rate primarily due to non-deductible liabilities related to contingent consideration and Contingent Compensation Payments . The year-to-date 2 022 rate was lower than the Company ’ s combined estimated federal and state statutory rate primarily due to the recognition of excess tax benefits related to share-based compensation awards that vested in the respective period. The Company paid income taxes in the amount o f $6 million and $18 million for the third quarter of 2023 and 2022, respectively. Year-to-date income taxes paid were $65 million and $158 million for 2023 and 2022, respectively.

Long-term Debt and Borrowing Fa

Long-term Debt and Borrowing Facilities	9 Months Ended
	Oct. 28, 2023
Debt Disclosure [Abstract]
Long-term Debt and Borrowing Facilities	Long-term Debt and Borrowing Facilities The following table provides the Company ’ s outstanding Long-term Debt balance, net of unamortized debt issuance costs and discounts and any current portion, as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Senior Secured Debt with Subsidiary Guarantee $392 million Term Loan due August 2028 (“Term Loan Facility”) $ 385 $ 387 $ 388 Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) 555 295 267 Total Senior Secured Debt with Subsidiary Guarantee 940 682 655 Senior Debt with Subsidiary Guarantee $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) 594 593 593 Total Senior Debt with Subsidiary Guarantee 594 593 593 Total 1,534 1,275 1,248 Current Debt (4) (4) (4) Total Long-term Debt, Net of Current Portion $ 1,530 $ 1,271 $ 1,244 Cash paid for interest was $54 million and $29 million for year-to-date 2023 and year-to-date 2022, respectively. Credit Facilities In September 2023, the Company entered into a delayed draw term loan, secured by certain real estate assets owned by the Company, to increase available liquidity in consideration of potential seasonal working capital needs. The delayed draw term loan has a maximum borrowing capacity of $75 million and any amounts borrowed will mature in December 2023. As of December 1, 2023, the Company has not drawn any amounts under this term loan. During the third quarter of 2023 and year-to-date 2023, fees incurred in relation to this delayed draw term loan were $1 million and are being amortized over the life of the delayed draw term loan through the maturity date. On August 2, 2021, the Company entered into a term loan B credit facility in an aggregate principal amount of $400 million, which will mature in August 2028. The discounts and issuance costs from the Term Loan Facility are being amortized through the maturity date and are included within Long-term Debt on the Consolidated Balance Sheets. Commencing in December 2021, the Company is required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0.25% of the original principal amount of $400 million. The Company made principal payments for the Term Loan Facility of $1 million during both the third quarter of 2023 and the third quarter of 2022 and $3 million during both year-to-date 2023 and year-to-date 2022. In May 2023, the Company amended its Term Loan Facility to allow for an early transition to using the Term Secured Overnight Financing Rate (“Term SOFR”) as the applicable reference rate to calculate interest instead of the London Interbank Offered Rate (“LIBOR”). Prior to the amendment, interest under the Term Loan Facility was calculated by reference to LIBOR or an alternative base rate, plus an interest rate margin equal to (i) in the case of LIBOR loans, 3.25% and (ii) in the case of alternate base rate loans, 2.25%. The LIBOR rate applicable to the Term Loan Facility was subject to a floor of 0.50%. In accordance with the amendment, interest on Term SOFR loans under the Term Loan Facility is now calculated by reference to Term SOFR, plus an interest rate margin ranging from 3.36% to 3.68%. The obligation to pay principal and interest on the loans under the Term Loan Facility is jointly and severally guaranteed on a full and unconditional basis by certain of the Company's wholly-owned domestic subsidiaries. The loans under the Term Loan Facility are secured on a first-priority lien basis by certain assets of the Company and guarantors that do not constitute priority collateral of the ABL Facility and on a second-priority lien basis by priority collateral of the ABL Facility, subject to customary exceptions. As of October 28, 2023, the interest rate on the loans under the Term Loan Facility was 8.90%. On August 2, 2021, the Company also entered into a senior secured asset-based revolving credit facility. The ABL Facility allows for borrowings and letters of credit in U.S. dollars or Canadian dollars and has aggregate commitments of $750 million and an expiration date of August 2026. The availability under the ABL Facility is the lesser of (i) the borrowing base, determined primarily based on the Company's eligible U.S. and Canadian credit card receivables, eligible accounts receivable, eligible inventory and eligible real property, and (ii) the aggregate commitment. In May 2023, the Company amended its ABL Facility to allow for an early transition to using Term SOFR as the applicable reference rate to calculate interest instead of LIBOR. Prior to the amendment, interest on the loans under the ABL Facility was calculated by reference to (i) LIBOR or an alternative base rate and (ii) in the case of loans denominated in Canadian dollars, Canadian Dollar Offered Rate (“CDOR”) or a Canadian base rate, plus an interest rate margin based on average daily excess availability ranging from (x) in the case of LIBOR and CDOR loans, 1.50% to 2.00% and (y) in the case of alternate base rate loans and Canadian base rate loans, 0.50% to 1.00%. In accordance with the amendment, interest on Term SOFR loans under the ABL Facility is now calculated by reference to Term SOFR, plus an interest rate margin based on average daily excess availability ranging from 1.60% to 2.10%. Unused commitments under the ABL Facility accrue an unused commitment fee ranging from 0.25% to 0.30%. The obligation to pay principal and interest on the loans under the ABL Facility is jointly and severally guaranteed on a full and unconditional basis by certain of the Company's wholly-owned domestic and Canadian subsidiaries. The loans under the ABL Facility are secured on a first-priority lien basis by the Company's eligible U.S. and Canadian credit card receivables, eligible accounts receivable, eligible inventory and eligible real property and on a second-priority lien basis on substantially all other assets of the Company, subject to customary exceptions. Year-to-date 2023, the Company borrowed $405 million and made payments of $145 million under the ABL Facility. As of October 28, 2023, there were borrowings of $555 million outstanding under the ABL Facility and the interest rate on the borrowings was 7.58%. The Company had $19 million of outstanding letters of credit as of October 28, 2023 that further reduced its availability under the ABL Facility. As of October 28, 2023, the Company's remaining availability under the ABL Facility was $176 million. Subsequent to the end of the third quarter of 2023 and as of November 30, 2023, borrowings of $464 million remained outstanding under the ABL Facility. The Company's long-term debt and borrowing facilities contain certain financial and other covenants, including, but not limited to, the maintenance of financial ratios. The 2029 Notes and the Term Loan Facility include the maintenance of a consolidated coverage ratio and a consolidated total leverage ratio, and the ABL Facility includes the maintenance of a fixed charge coverage ratio and a debt to earnings before interest, income taxes, depreciation, amortization and rent (“EBITDAR”) ratio. The financial covenants could, within specific predefined circumstances, limit the Company's ability to incur additional indebtedness, make certain investments, pay dividends or repurchase shares. As of October 28, 2023, the Company was in compliance with all covenants under its long-term debt and borrowing facilities. The Company elected the optional expedient under Accounting Standards Update No. 2020-04, Reference Rate Reform , in connection with amending its Term Loan Facility and ABL Facility agreements to replace the reference rate from LIBOR to Term SOFR to consider the amendments as a continuation of the existing contract without having to perform an assessment that would otherwise be required under GAAP.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Oct. 28, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of 90 days or less. The Company's Cash and Cash Equivalents are considered Level 1 fair value measurements as they are valued using unadjusted quoted prices in active markets for identical assets. The following table provides a summary of the principal value and estimated fair value of the Company's outstanding debt as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Principal Value $ 992 $ 995 $ 996 Fair Value, Estimated (a) 830 894 870 ________________ (a) The estimated fair value of the Company’s publicly traded debt is based on reported transaction prices which are considered Level 2 inputs in accordance with ASC 820, Fair Value Measurement . The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Management believes that the carrying values of accounts receivable, accounts payable and accrued expenses approximate fair value because of their short maturity. Management further believes the principal value of the outstanding debt under the ABL Facility approximates its fair value as of October 28, 2023 based on the terms of the borrowings from the ABL Facility. Recurring Fair Value Measurements The following tables provide a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of October 28, 2023 and January 28, 2023 (in millions): Balance Sheet Location October 28, Level 1 Level 2 Level 3 Accrued Expenses and Other $ 16 $ — $ — $ 16 Other Long-term Liabilities 71 — — 71 Balance Sheet Location January 28, Level 1 Level 2 Level 3 Accrued Expenses and Other $ 30 $ — $ — $ 30 Other Long-term Liabilities 70 — — 70 The estimated fair value of the contingent consideration is valued using a Scenario-Based method and a Monte Carlo simulation which utilize inputs including discount rates, estimated probability of achievement of certain milestones, forecasted revenues, forecasted EBITDA and volatility rates. These are considered Level 3 inputs in accordance with ASC 820, Fair Value Measurement . Changes in the fair value of the contingent consideration are recorded within General, Administrative and Store Operating Expenses on the Consolidated Statements of Income (Loss). For additional information regarding the contingent consideration, see Note 2, “Acquisition.”

Comprehensive Income (Loss)

Comprehensive Income (Loss)	9 Months Ended
	Oct. 28, 2023
Equity [Abstract]
Comprehensive Income (Loss)	Comprehensive Income (Loss) The following table provides the rollforward of accumulated other comprehensive income (loss) attributable to Victoria's Secret & Co. for year-to-date 2023: Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) (in millions) Balance as of January 28, 2023 $ 1 $ 1 Other Comprehensive Loss Before Reclassifications (2) (2) Tax Effect — — Current-period Other Comprehensive Loss (2) (2) Balance as of October 28, 2023 $ (1) $ (1) The following table provides the rollforward of accumulated other comprehensive income attributable to Victoria's Secret & Co. for year-to-date 2022: Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) (in millions) Balance as of January 29, 2022 $ 5 $ 5 Other Comprehensive Loss Before Reclassifications (8) (8) Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital 3 3 Tax Effect — — Current-period Other Comprehensive Loss (5) (5) Balance as of October 29, 2022 $ — $ —

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Oct. 28, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance and other matters arising out of the normal course of business. Actions filed against the Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy and other claims, including purported class action lawsuits. Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. Occupancy-related Legal Matter

Description of Business, Basi_2

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policy)	9 Months Ended
	Oct. 28, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Victoria’s Secret & Co. (together with its subsidiaries unless the context otherwise requires, the “Company”) is a specialty retailer of women's intimate and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. The Company has more than 900 stores in the United States (“U.S.”), Canada and China as well as its own websites, www.VictoriasSecret.com, www.PINK.com and www.AdoreMe.com and other online channels worldwide. Additionally, the Company has more than 440 stores in nearly 70 countries operating under franchise, license and wholesale arrangements. The Company also includes the merchandise sourcing and production function serving the Company and its international partners. The Company operates as a single segment designed to serve customers worldwide seamlessly through stores and online channels. On December 30, 2022, the Company completed its acquisition of 100% of AdoreMe, Inc. (“Adore Me”), a digitally-native intimates brand. For additional information, see Note 2, “Acquisition.”
Fiscal Year	Fiscal Year
Basis of Presentation	Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
Interim Financial Statements	Interim Financial Statements The Consolidated Financial Statements as of and for the periods ended October 28, 2023 and October 29, 2022 are unaudited. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 17, 2023. In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods.
Seasonality of Business	Seasonality of Business Due to the seasonal variations in the retail industry, the results of operations for the thirteen-week and thirty-nine week periods ended October 28, 2023 are not necessarily indicative of the results expected for any other interim period or the full fiscal year ending February 3, 2024.
Equity Method Investments	Equity Method Investments
Noncontrolling Interest	Noncontrolling Interest
Concentration of Credit Risk	Concentration of Credit Risk The Company maintains cash and cash equivalents with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom the Company transacts with and limits the amount of credit exposure with any one entity. As of October 28, 2023, the Company's investment portfolio is primarily comprised of bank deposits. The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which the Company grants credit terms in the normal course of business. The Company determines the required allowance for expected credit losses using information such as customer credit history and financial condition. Amounts are recorded to the allowance when it is determined that expected credit losses may occur.
Supplier Finance Programs	Supplier Finance Programs
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates, and the Company revises its estimates and assumptions as new information becomes available.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company did not adopt any new accounting standards during the third quarter of 2023 that had a material impact on the Company's results of operations, financial position or cash flows. In addition, there are no new accounting standards not yet adopted that are expected to have a material impact on the Company's results of operations, financial position or cash flows.
Earnings Per Share	Earnings (Loss) Per Share
Inventory	Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis. The above amounts are net of valuation adjustments for inventory where the cost exceeds the amount the Company expects to realize from the ultimate sale or disposal of the inventory and net of loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory.
Fair Value	Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of 90 days or less. The Company's Cash and Cash Equivalents are considered Level 1 fair value measurements as they are valued using unadjusted quoted prices in active markets for identical assets.

Acquisition (Tables)

Acquisition (Tables)	9 Months Ended
	Oct. 28, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisitions, Preliminary Purchase Price Allocation	The following is a preliminary purchase price allocation of assets acquired and liabilities assumed as of December 30, 2022 related to the Adore Me acquisition: Initial Allocation Measurement Period Adjustments Adjusted Allocation (in millions) Accounts Receivable $ 1 $ (1) $ — Inventories 105 — 105 Other Current Assets 7 — 7 Property and Equipment, Net 12 — 12 Operating Lease Assets 5 — 5 Goodwill 365 — 365 Trade Name 43 — 43 Other Intangible Assets 137 — 137 Other Assets 1 — 1 Accounts Payable 17 — 17 Accrued Expenses and Other 88 (2) 86 Current Operating Lease Liabilities 2 — 2 Deferred Income Tax Liabilities 21 2 23 Long-term Operating Lease Liabilities 3 — 3 Other Long-term Liabilities 8 — 8 Net Assets Acquired and Liabilities Assumed $ 537 $ (1) $ 536
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination	The following table represents the definite-lived intangible assets acquired, the preliminary fair values and respective useful lives: Useful Life Preliminary Fair Value (in millions) Customer Relationships 7 years $ 81 Developed Technology 6 years 56 Trade Name 10 years 43 Total Definite-Lived Intangible Assets $ 180

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Oct. 28, 2023
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following table provides a disaggregation of Net Sales for the third quarter and year-to-date 2023 and 2022: Third Quarter Year-to-Date 2023 2022 2023 2022 (in millions) Stores – North America (a) $ 723 $ 813 $ 2,326 $ 2,712 Direct (a) 382 342 1,281 1,176 International (b) 160 163 492 435 Total Net Sales $ 1,265 $ 1,318 $ 4,099 $ 4,323 _______________ (a) Results in 2023 include Adore Me sales. (b)

Earnings (Loss) Per Share and_2

Earnings (Loss) Per Share and Shareholders' Equity (Tables)	9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022
Earnings Per Share [Abstract]
Shares Utilized for the Calculation of Basic and Diluted Earnings Per Share	The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings (loss) per share for the third quarter and year-to-date 2023 and 2022: Third Quarter Year-to-Date 2023 2022 2023 2022 (in millions) Common Shares 77 81 78 83 Treasury Shares — — — — Basic Shares 77 81 78 83 Effect of Dilutive Awards (a)(b) — 2 — 2 Diluted Shares 77 83 78 85 Anti-dilutive Awards (a) 5 2 5 1 _______________ (a) Shares underlying certain restricted stock units, performance share units and options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) For the third quarter and year-to-date 2023, shares underlying outstanding restricted stock units, performance share units and options were excluded from dilutive shares as a result of the Company's net loss for the periods.
Schedule of Repurchase of Common Stock	The Company repurchased the following shares of its common stock under the January 2023 Share Repurchase Program during year-to-date 2023: Amount Authorized Shares Repurchased Amount Repurchased Average Stock Price (in millions) (in thousands) (in millions) January 2023 Share Repurchase Program $ 250 3,652 $ 125 $ 34.22	The Company repurchased the following shares of its common stock under the March 2022 Share Repurchase Program during year-to-date 2022: Amount Authorized Shares Repurchased Amount Repurchased Average Stock Price (in millions) (in thousands) (in millions) March 2022 Share Repurchase Program $ 250 5,104 $ 214 $ 41.91

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Oct. 28, 2023
Inventory Disclosure [Abstract]
Summary of Inventories	The following table provides details of Inventories as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Finished Goods Merchandise $ 1,159 $ 997 $ 1,186 Raw Materials and Merchandise Components 52 55 56 Total Inventories $ 1,211 $ 1,052 $ 1,242

Long-Lived Assets (Tables)

Long-Lived Assets (Tables)	9 Months Ended
	Oct. 28, 2023
Property, Plant and Equipment [Abstract]
Summary of Property And Equipment, Net	The following table provides details of Property and Equipment, Net as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Property and Equipment, at Cost $ 3,654 $ 3,716 $ 3,684 Accumulated Depreciation and Amortization (2,783) (2,870) (2,829) Property and Equipment, Net $ 871 $ 846 $ 855

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Oct. 28, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Change in Goodwill	The following table shows the change in the carrying value of goodwill: (in millions) Balance, January 28, 2023 $ 365 Adjustments (a) — Balance, October 28, 2023 $ 365 _______________ (a) Includes offsetting measurement period adjustments related to the acquisition of Adore Me. For additional information, see Note 2, “Acquisition.”
Schedule of Definite-Lived Intangible Assets	The following table provides details of the gross carrying amount and accumulated amortization of the Company's definite-lived intangible assets as of October 28, 2023 and January 28, 2023: October 28, January 28, (in millions) Gross Definite-Lived Intangible Assets Customer Relationships $ 81 $ 81 Developed Technology 56 56 Adore Me Trade Name 43 43 Total Gross Definite-Lived Intangible Assets $ 180 $ 180 Accumulated Amortization Customer Relationships $ (9) $ — Developed Technology (7) — Adore Me Trade Name (3) — Total Accumulated Amortization (19) — Total Definite-Lived Intangible Assets, Net $ 161 $ 180

Accrued Expenses and Other (Tab

Accrued Expenses and Other (Tables)	9 Months Ended
	Oct. 28, 2023
Accrued Liabilities, Current [Abstract]
Schedule of Accrued Liabilities	The following table provides additional information about the composition of Accrued Expenses and Other as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Deferred Revenue on Gift Cards $ 213 $ 238 $ 168 Compensation, Payroll Taxes and Benefits 103 105 112 Deferred Revenue on Loyalty and Credit Card Programs 43 40 30 Taxes, Other than Income 39 40 21 Accrued Marketing 37 37 38 Accrued Interest 19 7 13 Contingent Consideration Related to Adore Me Acquisition 16 30 — Returns Reserve 14 22 15 Accrued Freight and Other Logistics 11 16 23 Deferred Revenue on Direct Shipments not yet Delivered 11 13 12 Accrued Claims on Self-insured Activities 10 8 6 Rent 5 63 62 Other 104 118 118 Total Accrued Expenses and Other $ 625 $ 737 $ 618

Long-term Debt and Borrowing _2

Long-term Debt and Borrowing Facilities (Tables)	9 Months Ended
	Oct. 28, 2023
Debt Disclosure [Abstract]
Schedule Of Long-term Debt Instruments	The following table provides the Company ’ s outstanding Long-term Debt balance, net of unamortized debt issuance costs and discounts and any current portion, as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Senior Secured Debt with Subsidiary Guarantee $392 million Term Loan due August 2028 (“Term Loan Facility”) $ 385 $ 387 $ 388 Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) 555 295 267 Total Senior Secured Debt with Subsidiary Guarantee 940 682 655 Senior Debt with Subsidiary Guarantee $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) 594 593 593 Total Senior Debt with Subsidiary Guarantee 594 593 593 Total 1,534 1,275 1,248 Current Debt (4) (4) (4) Total Long-term Debt, Net of Current Portion $ 1,530 $ 1,271 $ 1,244

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Oct. 28, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Financial Instruments	The following table provides a summary of the principal value and estimated fair value of the Company's outstanding debt as of October 28, 2023, January 28, 2023 and October 29, 2022: October 28, January 28, October 29, (in millions) Principal Value $ 992 $ 995 $ 996 Fair Value, Estimated (a) 830 894 870 ________________ (a) The estimated fair value of the Company’s publicly traded debt is based on reported transaction prices which are considered Level 2 inputs in accordance with ASC 820, Fair Value Measurement . The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Fair Value, Liabilities Measured on Recurring Basis	The following tables provide a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of October 28, 2023 and January 28, 2023 (in millions): Balance Sheet Location October 28, Level 1 Level 2 Level 3 Accrued Expenses and Other $ 16 $ — $ — $ 16 Other Long-term Liabilities 71 — — 71 Balance Sheet Location January 28, Level 1 Level 2 Level 3 Accrued Expenses and Other $ 30 $ — $ — $ 30 Other Long-term Liabilities 70 — — 70 The estimated fair value of the contingent consideration is valued using a Scenario-Based method and a Monte Carlo simulation which utilize inputs including discount rates, estimated probability of achievement of certain milestones, forecasted revenues, forecasted EBITDA and volatility rates. These are considered Level 3 inputs in accordance with ASC 820, Fair Value Measurement . Changes in the fair value of the contingent consideration are recorded within General, Administrative and Store Operating Expenses on the Consolidated Statements of Income (Loss). For additional information regarding the contingent consideration, see Note 2, “Acquisition.”

Comprehensive Income (Loss) (Ta

Comprehensive Income (Loss) (Tables)	9 Months Ended
	Oct. 28, 2023
Equity [Abstract]
Components of Accumulated Other Comprehensive Income (Loss)	The following table provides the rollforward of accumulated other comprehensive income (loss) attributable to Victoria's Secret & Co. for year-to-date 2023: Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) (in millions) Balance as of January 28, 2023 $ 1 $ 1 Other Comprehensive Loss Before Reclassifications (2) (2) Tax Effect — — Current-period Other Comprehensive Loss (2) (2) Balance as of October 28, 2023 $ (1) $ (1) The following table provides the rollforward of accumulated other comprehensive income attributable to Victoria's Secret & Co. for year-to-date 2022: Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) (in millions) Balance as of January 29, 2022 $ 5 $ 5 Other Comprehensive Loss Before Reclassifications (8) (8) Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital 3 3 Tax Effect — — Current-period Other Comprehensive Loss (5) (5) Balance as of October 29, 2022 $ — $ —

Description of Business, Basi_3

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions		9 Months Ended
	Mar. 25, 2022 USD ($)	Oct. 28, 2023 USD ($) store country	Oct. 29, 2022 USD ($)	Jan. 28, 2023 USD ($)	Jul. 30, 2022 associate
Spinoff Transactions [Line Items]
Number of countries in which stores operating | country		70
Number of home office associates | associate					160
Reduction of home office headcount					5%
Investment in Frankies Bikinis, LLC		$ 0	$ 18
Amounts payable to financial institutions participating in supplier finance programs		154	140	$ 213
Frankies Bikinis, LLC
Spinoff Transactions [Line Items]
Investment in Frankies Bikinis, LLC	$ 18
Victoria's Secret U.K. and Other
Spinoff Transactions [Line Items]
Equity method investments		$ 56	$ 52	$ 56
Stores in the U.S., Canada and Greater China and Stores Online
Spinoff Transactions [Line Items]
Number of stores (more than) | store		900
Stores Operating under Franchise, License and Wholesale Arrangements
Spinoff Transactions [Line Items]
Number of stores (more than) | store		440

Acquisition - Narrative (Detail

Acquisition - Narrative (Details) - Adore Me - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Dec. 30, 2022	Oct. 28, 2023	Jul. 29, 2023	Oct. 28, 2023	Jan. 28, 2023
Business Combination, Separately Recognized Transactions [Line Items]
Business acquisition, percentage of interest acquired	100%
Payments to acquire businesses, gross	$ 391
Business combination, additional cash consideration, evaluation period	2 years
Business combination, consideration transferred, net of cash acquired	$ 537
Cash acquired from acquisition	22
Business combination, consideration transferred	559
Contingent consideration related to Adore Me acquisition	98
Business combination, consideration transferred, fair value of future fixed payment	70	$ 74		$ 74	$ 71
Working capital settlement			$ 1
Total consideration for acquisition	$ 536
Deferred income tax liabilities				2
Accrued expenses and other				(2)
Accounts receivable				1
Acquired intangibles, weighted average useful life	7 years 4 months 24 days
Reporting lag		1 month
Additional acquisition related costs		$ 8		49
Costs Of Good Sold, Buying And Occupancy
Business Combination, Separately Recognized Transactions [Line Items]
Additional acquisition related costs		7		22
General, Administrative and Store Operating Expenses
Business Combination, Separately Recognized Transactions [Line Items]
Additional acquisition related costs				24
Interest Expense
Business Combination, Separately Recognized Transactions [Line Items]
Additional acquisition related costs		$ 1		$ 3
Minimum
Business Combination, Separately Recognized Transactions [Line Items]
Business combination, additional cash consideration	$ 80
Maximum
Business Combination, Separately Recognized Transactions [Line Items]
Business combination, additional cash consideration	300
Business combination, contingent compensation payments	$ 60

Acquisition - Schedule of Preli

Acquisition - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Millions	9 Months Ended
	Oct. 28, 2023	Jan. 28, 2023	Dec. 30, 2022	Oct. 29, 2022
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Goodwill	$ 365	$ 365		$ 0
Adore Me
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Accounts Receivable	0		$ 1
Inventories	105		105
Other Current Assets	7		7
Property and Equipment, Net	12		12
Operating Lease Assets	5		5
Goodwill	365		365
Other Assets	1		1
Accounts Payable	17		17
Accrued Expenses and Other	86		88
Current Operating Lease Liabilities	2		2
Deferred Income Tax Liabilities	23		21
Long-term Operating Lease Liabilities	3		3
Other Long-term Liabilities	8		8
Net Assets Acquired and Liabilities Assumed	536		537
Measurement Period Adjustments
Accounts Receivable	(1)
Accrued Expenses and Other	(2)
Deferred Income Tax Liabilities	2
Total measurement period adjustments	(1)
Adore Me | Adore Me Trade Name
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Trade name and other intangible assets	43		43
Adore Me | Other Finite-Lived Intangible Assets
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]
Trade name and other intangible assets	$ 137		$ 137

Acquisition - Schedule of Acqui

Acquisition - Schedule of Acquired Intangible Assets (Details) - Adore Me $ in Millions	Dec. 30, 2022 USD ($)
Business Acquisition [Line Items]
Useful Life	7 years 4 months 24 days
Preliminary Fair Value	$ 180
Customer Relationships
Business Acquisition [Line Items]
Useful Life	7 years
Preliminary Fair Value	$ 81
Developed Technology
Business Acquisition [Line Items]
Useful Life	6 years
Preliminary Fair Value	$ 56
Adore Me Trade Name
Business Acquisition [Line Items]
Useful Life	10 years
Preliminary Fair Value	$ 43

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022	Jan. 28, 2023
Disaggregation of Revenue [Line Items]
Accounts receivable, net from revenue-generating activities	$ 102	$ 133	$ 102	$ 133	$ 101
Deferred revenue	283	229	283	229	$ 309
Contract with customer, revenue recognized			109
Net sale	1,265	1,318	$ 4,099	4,323
Minimum
Disaggregation of Revenue [Line Items]
Payment term			60 days
Maximum
Disaggregation of Revenue [Line Items]
Payment term			90 days
U.S. Private Label Credit Card Arrangement
Disaggregation of Revenue [Line Items]
Net sale	20	29	$ 66	85
Net Sale Outside of the U.S.
Disaggregation of Revenue [Line Items]
Net sale	205	$ 211	637	$ 594
Accrued Liabilities
Disaggregation of Revenue [Line Items]
Deferred revenue	267		267
Other Long-term Liabilities
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 16		$ 16

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Disaggregation of Revenue [Line Items]
Net Sales	$ 1,265	$ 1,318	$ 4,099	$ 4,323
Stores – North America (a)
Disaggregation of Revenue [Line Items]
Net Sales	723	813	2,326	2,712
Direct (a)
Disaggregation of Revenue [Line Items]
Net Sales	382	342	1,281	1,176
International
Disaggregation of Revenue [Line Items]
Net Sales	$ 160	$ 163	$ 492	$ 435

Restructuring Activities (Detai

Restructuring Activities (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended		9 Months Ended
	Jul. 30, 2022	Apr. 30, 2022	Apr. 29, 2023	Jan. 28, 2023	Oct. 28, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 29		$ 11	$ 6
Payments for restructuring					$ 14
Accrued termination payable					$ 9
Proceeds from divestiture of interest in consolidated subsidiaries		$ 45
Buying and Occupancy
Restructuring Cost and Reserve [Line Items]
Restructuring charges	13		3	1
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 16		$ 8	$ 5
Victoria's Secret China
Restructuring Cost and Reserve [Line Items]
Ownership percentage by parent		51%
Payments to acquire interest in joint venture		$ 10
Regina Miracle | Victoria's Secret China
Restructuring Cost and Reserve [Line Items]
Ownership percentage by noncontrolling owners		49%
Regina Miracle | Victoria's Secret China
Restructuring Cost and Reserve [Line Items]
Payments to acquire interest in joint venture		$ 10

Earnings (Loss) Per Share and_3

Earnings (Loss) Per Share and Shareholders' Equity - Narrative (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended			3 Months Ended	9 Months Ended
	May 31, 2023	Feb. 28, 2023	Feb. 28, 2022	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022	Jan. 31, 2023	Jan. 11, 2023	Mar. 31, 2022
Class of Stock [Line Items]
Stock repurchased and retired				$ 0
Increase in treasury stock due to excise tax liability		$ 1
Treasury Stock
Class of Stock [Line Items]
Stock repurchased and retired				(45)	$ (126)	$ (264)
Paid-in Capital
Class of Stock [Line Items]
Stock repurchased and retired				$ 3	$ 9	$ 10
February 2023 ASR Program
Class of Stock [Line Items]
Amount authorized							$ 125
Stock repurchased and retired		$ 125
Stock repurchased and retired (in shares)	1.3	2.4			3.7
February 2023 ASR Program | Treasury Stock
Class of Stock [Line Items]
Stock repurchased and retired					$ 126
February 2023 ASR Program | Paid-in Capital
Class of Stock [Line Items]
Stock repurchased and retired					9
February 2023 ASR Program | Common Stock
Class of Stock [Line Items]
Stock repurchased and retired					1
February 2023 ASR Program | Retained Earnings (Accumulated Deficit)
Class of Stock [Line Items]
Stock repurchased and retired					117
January 2023 Share Repurchase Program
Class of Stock [Line Items]
Amount authorized								$ 250
Remaining authorized repurchase amount					$ 125
March 2022 Repurchase Program
Class of Stock [Line Items]
Amount authorized									$ 250
Stock repurchased and retired (in shares)						5.1
March 2022 Repurchase Program | Paid-in Capital
Class of Stock [Line Items]
Stock repurchased and retired						$ 10
March 2022 Repurchase Program | Common Stock
Class of Stock [Line Items]
Stock repurchased and retired						1
March 2022 Repurchase Program | Retained Earnings (Accumulated Deficit)
Class of Stock [Line Items]
Stock repurchased and retired						$ 204
ASR Program
Class of Stock [Line Items]
Stock repurchased and retired (in shares)			0.3
ASR Program | Treasury Stock
Class of Stock [Line Items]
Stock repurchased and retired			$ 50
Amount reclassified to treasury stock			50
ASR Program | Paid-in Capital
Class of Stock [Line Items]
Stock repurchased and retired			1
ASR Program | Common Stock
Class of Stock [Line Items]
Stock repurchased and retired			1
ASR Program | Retained Earnings (Accumulated Deficit)
Class of Stock [Line Items]
Stock repurchased and retired			$ 50

Earnings (Loss) Per Share and_4

Earnings (Loss) Per Share and Shareholders' Equity - Shares Utilized for the Calculation of Basic and Diluted Earnings per Share (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Earnings Per Share [Abstract]
Common Shares (in shares)	77	81	78	83
Treasury Shares (in shares)	0	0	0	0
Basic shares (in shares)	77	81	78	83
Effect of Dilutive Awards (in shares)	0	2	0	2
Diluted Shares (in shares)	77	83	78	85
Antidilutive Awards (in shares)	5	2	5	1

Earnings (Loss) Per Share and_5

Earnings (Loss) Per Share and Shareholders' Equity - Schedule of Repurchase of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended	9 Months Ended
	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022	Jan. 11, 2023	Mar. 31, 2022
Equity, Class of Treasury Stock [Line Items]
Amount Repurchased	$ 43	$ 126	$ 214
January 2023 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Amount Authorized				$ 250
Shares Repurchased (in shares)		3,652
Amount Repurchased		$ 125
Average Stock Price (in dollars per share)		$ 34.22
March 2022 Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Amount Authorized					$ 250
Shares Repurchased (in shares)			5,104
Amount Repurchased			$ 214
Average Stock Price (in dollars per share)			$ 41.91

Inventories (Details)

Inventories (Details) - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Inventory Disclosure [Abstract]
Finished Goods Merchandise	$ 1,159	$ 997	$ 1,186
Raw Materials and Merchandise Components	52	55	56
Total Inventories	$ 1,211	$ 1,052	$ 1,242

Long-Lived Assets - Summary of

Long-Lived Assets - Summary of Property And Equipment, Net (Details) - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment, at Cost	$ 3,654	$ 3,716	$ 3,684
Accumulated Depreciation and Amortization	(2,783)	(2,870)	(2,829)
Property and Equipment, Net	$ 871	$ 846	$ 855

Long-Lived Assets - Narrative (

Long-Lived Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 65	$ 68	$ 197	$ 208

Intangible Assets - Schedule of

Intangible Assets - Schedule of Change in Goodwill (Details) $ in Millions	9 Months Ended
	Oct. 28, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 365
Goodwill	0
Ending balance	$ 365

Intangible Assets - Narrative (

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Oct. 28, 2023	Oct. 28, 2023	Oct. 29, 2022	Jan. 28, 2023
Finite-Lived Intangible Assets [Line Items]
Trade names	$ 286	$ 286	$ 246	$ 289
Accumulated amortization of definite- lived intangible assets	6	19	0
Victoria's Secret Trade Names, Excluding Adore Me
Finite-Lived Intangible Assets [Line Items]
Trade names	$ 246	$ 246	$ 246	$ 246

Intangible Assets - Schedule _2

Intangible Assets - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023
Finite-Lived Intangible Assets [Line Items]
Total Gross Definite-Lived Intangible Assets	$ 180	$ 180
Total Accumulated Amortization	(19)	0
Total Definite-Lived Intangible Assets, Net	161	180
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Total Gross Definite-Lived Intangible Assets	81	81
Total Accumulated Amortization	(9)	0
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Total Gross Definite-Lived Intangible Assets	56	56
Total Accumulated Amortization	(7)	0
Adore Me Trade Name
Finite-Lived Intangible Assets [Line Items]
Total Gross Definite-Lived Intangible Assets	43	43
Total Accumulated Amortization	$ (3)	$ 0

Accrued Expenses and Other (Det

Accrued Expenses and Other (Details) - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023	Dec. 30, 2022	Oct. 29, 2022
Disaggregation of Revenue [Line Items]
Compensation, Payroll Taxes and Benefits	$ 103	$ 105		$ 112
Taxes, Other than Income	39	40		21
Accrued Marketing	37	37		38
Accrued Interest	19	7		13
Returns Reserve	14	22		15
Accrued Freight and Other Logistics	11	16		23
Accrued Claims on Self-insured Activities	10	8		6
Rent	5	63		62
Other	104	118		118
Total Accrued Expenses and Other	625	737		618
Adore Me
Disaggregation of Revenue [Line Items]
Contingent Consideration Related to Adore Me Acquisition			$ 98
Accrued Liability, Current | Adore Me
Disaggregation of Revenue [Line Items]
Contingent Consideration Related to Adore Me Acquisition	16	30		0
Sales Channel, Gift Cards
Disaggregation of Revenue [Line Items]
Deferred Revenue	213	238		168
Sales Channel, Loyalty and Private Label Credit Card
Disaggregation of Revenue [Line Items]
Deferred Revenue	43	40		30
Sales Channel, Direct Shipment
Disaggregation of Revenue [Line Items]
Deferred Revenue	$ 11	$ 13		$ 12

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	24.10%	25%	20.60%	13.20%
Income taxes paid	$ 6	$ 18	$ 65	$ 158

Long-term Debt and Borrowing _3

Long-term Debt and Borrowing Facilities - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Total debt	$ 1,534	$ 1,275	$ 1,248
Current Debt	(4)	(4)	(4)
Total Long-term Debt, Net of Current Portion	1,530	1,271	1,244
With Subsidiary Guarantee | Senior Secured Debt with Subsidiary Guarantee
Total debt	940	682	655
With Subsidiary Guarantee | Senior Debt
Total debt	594	593	593
With Subsidiary Guarantee | Term Loan due August 2028
Debt instrument, face amount	392
With Subsidiary Guarantee | Term Loan due August 2028 | Senior Secured Debt with Subsidiary Guarantee
Total debt	385	387	388
With Subsidiary Guarantee | Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Senior Secured Debt with Subsidiary Guarantee
Total debt	555	295	267
With Subsidiary Guarantee | 4.625% Fixed Interest Rate Secured Notes due July 2029
Debt instrument, face amount	$ 600
Fixed interest rate	4.625%
With Subsidiary Guarantee | 4.625% Fixed Interest Rate Secured Notes due July 2029 | Senior Debt
Total debt	$ 594	$ 593	$ 593

Long-term Debt and Borrowing _4

Long-term Debt and Borrowing Facilities - Narrative (Details) $ in Millions			3 Months Ended		9 Months Ended
	May 08, 2023	Aug. 02, 2021 USD ($)	Oct. 28, 2023 USD ($)	Oct. 29, 2022 USD ($)	Oct. 28, 2023 USD ($)	Oct. 29, 2022 USD ($)	Nov. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
Debt Instrument [Line Items]
Cash paid for interest					$ 54	$ 29
Borrowings from asset-based revolving credit facility					$ 405	267
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Revolving Credit Facility
Debt Instrument [Line Items]
Fixed interest rate			7.58%		7.58%
Maximum borrowing capacity		$ 750
Borrowings from asset-based revolving credit facility					$ 405
Payments under the ABL Facility					145
Line of credit			$ 555		555
Line of credit facility, remaining borrowing capacity			176		176
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Revolving Credit Facility | Subsequent Event
Debt Instrument [Line Items]
Line of credit							$ 464
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Minimum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate	1.60%
Commitment fee percentage, unused capacity		0.25%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Commitment fee percentage, unused capacity		0.30%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate	2.10%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | LIBOR and CDOR Loans | Minimum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		1.50%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | LIBOR and CDOR Loans | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		2%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | Alternate Base Rate Loans and Canadian Base Rate Loans | Minimum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		0.50%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | Alternate Base Rate Loans and Canadian Base Rate Loans | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		1%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Letter of Credit
Debt Instrument [Line Items]
Line of credit			19		19
Term Loan due August 2028 | Term Loan
Debt Instrument [Line Items]
Term loan B credit facility		$ 400
Periodic principal payment, percent		0.0025
Debt instrument, principal payment			$ 1	$ 1	$ 3	$ 3
Fixed interest rate			8.90%		8.90%
Term Loan due August 2028 | London Interbank Offered Rate LIBOR | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate		3.25%
Term Loan due August 2028 | Base Rate | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate		2.25%
Term Loan due August 2028 | Interest Rate Floor | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate		0.50%
Term Loan due August 2028 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate	3.36%
Term Loan due August 2028 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate	3.68%
Delayed Draw Term Loan [Domain] | Senior Secured Debt with Subsidiary Guarantee
Debt Instrument [Line Items]
Debt instrument, fee amount								$ 1
Maximum borrowing capacity								$ 75
With Subsidiary Guarantee | 4.625% Fixed Interest Rate Secured Notes due July 2029
Debt Instrument [Line Items]
Debt instrument, face amount			$ 600		$ 600
Fixed interest rate			4.625%		4.625%
With Subsidiary Guarantee | Term Loan due August 2028
Debt Instrument [Line Items]
Debt instrument, face amount			$ 392		$ 392

Fair Value Measurements - Carry

Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt, Disclosure (Details) - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Principal Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value	$ 992	$ 995	$ 996
Fair Value, Estimated
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value	$ 830	$ 894	$ 870

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Fair Value of Contingent Consideration (Details) - Adore Me - USD ($) $ in Millions	Oct. 28, 2023	Jan. 28, 2023	Dec. 30, 2022	Oct. 29, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition			$ 98
Accrued Liability, Current
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	$ 16	$ 30		$ 0
Accrued Liability, Current | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	0	0
Accrued Liability, Current | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	0	0
Accrued Liability, Current | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	16	30
Other Long-term Liabilities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	71	70
Other Long-term Liabilities | Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	0	0
Other Long-term Liabilities | Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	0	0
Other Long-term Liabilities | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	$ 71	$ 70

Comprehensive Income (Loss) - C

Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2022	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance		$ 300	$ 269	$ 401	$ 257
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital					3
Total Other Comprehensive Loss, Net of Tax		(2)	(9)	(4)	(7)
Ending Balance		238	252	238	252
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance		0	6	1	5
Other Comprehensive Loss Before Reclassifications				(2)	(8)
Tax Effect				0	0
Total Other Comprehensive Loss, Net of Tax		(1)	(6)	(2)	(5)
Ending Balance		(1)	0	(1)	0
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance				1	5
Other Comprehensive Loss Before Reclassifications				(2)	(8)
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital	$ 3				3
Tax Effect				0	0
Total Other Comprehensive Loss, Net of Tax				(2)	(5)
Ending Balance		$ (1)	$ 0	$ (1)	$ 0

Comprehensive Income (Loss) - N

Comprehensive Income (Loss) - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Apr. 30, 2022	Oct. 29, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amounts reclassified from AOCI to Paid-in Capital		$ 3
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amounts reclassified from AOCI to Paid-in Capital	$ 3	$ 3

Commitments and Contingencies (

Commitments and Contingencies (Details) - Occupancy-related Legal Matter $ in Millions	May 09, 2022 USD ($)	Aug. 06, 2021 USD ($)	Apr. 22, 2022	Jul. 21, 2021
Other Commitments [Line Items]
Calculation of settlement amount			3	3
Judicial Ruling on Appeal
Other Commitments [Line Items]
Loss contingency, amount accrued	$ 22	$ 23