Cover
Cover - USD ($) | 12 Months Ended | ||
Feb. 03, 2024 | Mar. 15, 2024 | Jul. 29, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --02-03 | ||
Document Period End Date | Feb. 03, 2024 | ||
Document Transition Report | false | ||
Entity File Number | 001-40515 | ||
Entity Registrant Name | VICTORIA'S SECRET & CO. | ||
Entity Central Index Key | 0001856437 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,550,095,138 | ||
Entity Common Stock, Shares Outstanding | 77,575,912 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for the Registrant’s 2024 Annual Meeting of Stockholders are incorporated by reference into Part III. |
Audit Information
Audit Information | 12 Months Ended |
Feb. 03, 2024 | |
Auditor Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Grandview Heights, Ohio |
Auditor Firm ID | 42 |
Consolidated Statements of Inco
Consolidated Statements of Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Income Statement [Abstract] | |||
Net Sales | $ 6,182 | $ 6,344 | $ 6,785 |
Costs of Goods Sold, Buying and Occupancy | (3,940) | (4,086) | (4,025) |
Gross Profit | 2,242 | 2,258 | 2,760 |
General, Administrative and Store Operating Expenses | (1,996) | (1,780) | (1,890) |
Operating Income | 246 | 478 | 870 |
Interest Expense | (99) | (60) | (27) |
Other Loss | 0 | (1) | 0 |
Income Before Income Taxes | 147 | 417 | 843 |
Provision for Income Taxes | 31 | 79 | 197 |
Net Income | 116 | 338 | 646 |
Less: Net Income (Loss) Attributable to Noncontrolling Interest | 7 | (10) | 0 |
Net Income Attributable to Victoria's Secret & Co. | $ 109 | $ 348 | $ 646 |
Net Income Per Basic Share (in dollars per share) | $ 1.41 | $ 4.24 | $ 7.34 |
Net Income Per Diluted Share (in dollars per share) | $ 1.39 | $ 4.14 | $ 7.18 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Consolidated Statements of Income [Abstract] | |||
Net Income | $ 116 | $ 338 | $ 646 |
Other Comprehensive Income (Loss), Net of Tax: | |||
Foreign Currency Translation | (3) | (7) | 1 |
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital | 0 | 3 | 0 |
Total Other Comprehensive Income (Loss), Net of Tax | (3) | (4) | 1 |
Total Comprehensive Income | 113 | 334 | 647 |
Less: Net Income (Loss) Attributable to Noncontrolling Interest | 7 | (10) | 0 |
Less: Foreign Currency Translation Attributable to Noncontrolling Interest | (2) | 0 | 0 |
Comprehensive Income Attributable to Victoria's Secret & Co. | $ 108 | $ 344 | $ 647 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 |
Current Assets: | ||
Cash and Cash Equivalents | $ 270 | $ 427 |
Accounts Receivable, Net | 152 | 141 |
Inventories | 985 | 1,052 |
Other | 126 | 117 |
Total Current Assets | 1,533 | 1,737 |
Property and Equipment, Net | 843 | 846 |
Operating Lease Assets | 1,351 | 1,232 |
Goodwill | 367 | 365 |
Trade Names | 284 | 289 |
Other Intangible Assets, Net | 116 | 137 |
Deferred Income Taxes | 20 | 18 |
Other Assets | 86 | 87 |
Total Assets | 4,600 | 4,711 |
Current Liabilities: | ||
Accounts Payable | 513 | 481 |
Accrued Expenses and Other | 810 | 737 |
Current Debt | 4 | 4 |
Current Operating Lease Liabilities | 267 | 310 |
Income Taxes | 20 | 47 |
Total Current Liabilities | 1,614 | 1,579 |
Deferred Income Taxes | 37 | 53 |
Long-term Debt | 1,120 | 1,271 |
Long-term Operating Lease Liabilities | 1,312 | 1,201 |
Other Long-term Liabilities | 79 | 206 |
Total Liabilities | 4,162 | 4,310 |
Shareholders’ Equity: | ||
Preferred Stock—$0.01 par value; 10 shares authorized; none issued | 0 | 0 |
Common Stock—$0.01 par value; 1,000 shares authorized; 78 and 80 shares issued; 78 and 80 shares outstanding, respectively | 1 | 1 |
Paid-in Capital | 238 | 195 |
Accumulated Other Comprehensive Income | 0 | 1 |
Retained Earnings | 178 | 186 |
Total Victoria's Secret & Co. Shareholders' Equity | 417 | 383 |
Noncontrolling Interest | 21 | 18 |
Total Equity | 438 | 401 |
Total Liabilities and Equity | $ 4,600 | $ 4,711 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions | Feb. 03, 2024 | Jan. 28, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 10 | 10 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 1,000 | 1,000 |
Common Stock, shares issued (in shares) | 78 | 80 |
Common Stock, shares outstanding (in shares) | 78 | 80 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Paid-in Capital | Net Investment by Former Parent | Accumulated Other Comprehensive Income | Retained Earnings | Treasury Stock | Total Victoria's Secret & Co. Equity | Noncontrolling Interest |
Beginning Balance at Jan. 30, 2021 | $ 891 | $ 887 | $ 4 | $ 891 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Income | 646 | 328 | $ 318 | 646 | |||||
Other Comprehensive Income | 1 | 1 | 1 | ||||||
Total Comprehensive Income | 647 | 328 | 1 | 318 | 647 | ||||
Net Transfers to Former Parent | (1,053) | (1,053) | (1,053) | ||||||
Transfer of Former Parent to Additional Paid-in Capital | 0 | $ 162 | (162) | ||||||
Issuance of Common Stock (in shares) | 88 | ||||||||
Issuance of Common Stock | 1 | $ 1 | 1 | ||||||
Repurchase of Common Stock (in shares) | (4) | ||||||||
Repurchase of Common Stock | (250) | (50) | $ (200) | (250) | |||||
Treasury Share Retirements | 0 | (8) | 200 | ||||||
Other (in shares) | 1 | ||||||||
Other | (21) | (21) | (21) | ||||||
Ending Balance (in shares) at Jan. 29, 2022 | 85 | ||||||||
Ending Balance at Jan. 29, 2022 | 257 | $ 1 | 125 | 0 | 5 | 126 | 0 | 257 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Income | 338 | 348 | 348 | (10) | |||||
Other Comprehensive Income | (4) | (4) | (4) | 0 | |||||
Total Comprehensive Income | 334 | (4) | 348 | 344 | (10) | ||||
Sale of Noncontrolling Interest | 45 | 17 | 17 | 28 | |||||
Repurchase of Common Stock (in shares) | (6) | ||||||||
Repurchase of Common Stock | (250) | 50 | (300) | (250) | |||||
Treasury Share Retirements | 0 | (12) | (288) | 300 | |||||
Share-based Compensation Expense | 48 | 48 | 48 | ||||||
Tax Payments related to Share-based Awards (in shares) | (1) | ||||||||
Tax Payments related to Share-based Awards | (42) | (42) | (42) | ||||||
Other (in shares) | (2) | ||||||||
Other | $ 9 | 9 | 9 | ||||||
Ending Balance (in shares) at Jan. 28, 2023 | 80 | 80 | |||||||
Ending Balance at Jan. 28, 2023 | $ 401 | $ 1 | 195 | 0 | 1 | 186 | 0 | 383 | 18 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Income | 116 | 109 | 109 | 7 | |||||
Other Comprehensive Income | (3) | (1) | (1) | (2) | |||||
Total Comprehensive Income | 113 | (1) | 109 | 108 | 5 | ||||
Repurchase of Common Stock (in shares) | (3) | ||||||||
Repurchase of Common Stock | (126) | 0 | (126) | (126) | |||||
Treasury Share Retirements | 0 | (9) | (117) | 126 | |||||
Share-based Compensation Expense | 56 | 56 | 56 | ||||||
Tax Payments related to Share-based Awards (in shares) | (1) | ||||||||
Tax Payments related to Share-based Awards | (12) | (12) | (12) | ||||||
Distribution to Noncontrolling Interest | (2) | (2) | |||||||
Other (in shares) | (2) | ||||||||
Other | $ 8 | 8 | 8 | ||||||
Ending Balance (in shares) at Feb. 03, 2024 | 78 | 78 | |||||||
Ending Balance at Feb. 03, 2024 | $ 438 | $ 1 | $ 238 | $ 0 | $ 0 | $ 178 | $ 0 | $ 417 | $ 21 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Operating Activities: | |||
Net Income | $ 116 | $ 338 | $ 646 |
Depreciation, Depletion and Amortization | 284 | 274 | 303 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||
Share-based Compensation Expense | 56 | 48 | 33 |
Amortization of Fair Value Adjustment to Acquired Inventories | 29 | 0 | 0 |
Deferred Income Taxes | (16) | (28) | 1 |
Changes in Assets and Liabilities, Net of Assets and Liabilities related to the Acquisition: | |||
Accounts Receivable | (13) | 22 | (21) |
Inventories | 36 | 0 | (247) |
Accounts Payable, Accrued Expenses and Other | (11) | (163) | 173 |
Income Taxes | (26) | (67) | 119 |
Other Assets and Liabilities | (66) | 13 | (156) |
Net Cash Provided by Operating Activities | 389 | 437 | 851 |
Investing Activities: | |||
Capital Expenditures | (256) | (164) | (169) |
Acquisition, Net of Cash Acquired | 1 | (369) | 0 |
Investment in Frankies Bikinis, LLC | 0 | (18) | 0 |
Other Investing Activities | 1 | (4) | 0 |
Net Cash Used for Investing Activities | (254) | (555) | (169) |
Financing Activities: | |||
Repayments of Borrowings from Asset-based Revolving Credit Facility | (615) | 0 | 0 |
Borrowings from Asset-based Revolving Credit Facility | 465 | 295 | 0 |
Repurchases of Common Stock | (125) | (250) | (250) |
Tax Payments related to Share-based Awards | (12) | (42) | (4) |
Payments of Long-term Debt | (4) | (4) | (1) |
Proceeds from Stock Option Exercises | 3 | 5 | 5 |
Cash Received from Noncontrolling Interest Holder | 0 | 55 | 0 |
Net Transfers to Former Parent | 0 | 0 | (1,253) |
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs and Discounts | 0 | 0 | 982 |
Other Financing Activities | (3) | (1) | (6) |
Net Cash Provided by (Used for) Financing Activities | (291) | 58 | (527) |
Effects of Exchange Rate Changes on Cash and Cash Equivalents | (1) | (3) | 0 |
Net Increase (Decrease) in Cash and Cash Equivalents | (157) | (63) | 155 |
Cash and Cash Equivalents, Beginning of Period | 427 | 490 | 335 |
Cash and Cash Equivalents, End of Period | $ 270 | $ 427 | $ 490 |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 03, 2024 | |
Accounting Policies [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. 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 approximately 910 stores in the U.S., Canada and China as well as its own websites, www.VictoriasSecret.com, www.PINK.com and www.AdoreMe.com and other digital channels worldwide. Additionally, the Company has more than 460 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 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 6, “Restructuring Activities.” Victoria's Secret & Co. Spin-Off On July 9, 2021, L Brands announced that its Board of Directors approved the previously announced separation of the Victoria's Secret business, including PINK, into an independent, publicly traded company. Prior to the Separation, L Brands operated the Bath & Body Works, Victoria’s Secret and PINK retail brands. On August 2, 2021, after the New York Stock Exchange market closing, the Separation of the Victoria's Secret business was completed. On August 3, 2021, Victoria's Secret & Co. became an independent, publicly traded company trading on the NYSE under the stock symbol “VSCO.” The Separation was achieved through the Former Parent’s distribution of 100% of the shares of the Company's common stock to holders of the Former Parent's common stock as of the close of business on the record date of July 22, 2021. The Former Parent's stockholders of record received one share of the Company's common stock for every three shares of the Former Parent's common stock. In connection with the Separation, the Company made a cash payment of approximately $976 million to the Former Parent on August 2, 2021 from the issuances of certain debt (discussed in Note 13, “Long-term Debt and Borrowing Facilities”). The Former Parent retained no ownership interest in the Company following the Separation. The Company entered into several agreements with the Former Parent that, among other things, effect the Separation and govern the relationship of the parties following the Separation, including a Separation and Distribution Agreement, a Tax Matters Agreement, an L Brands to VS Transition Services Agreement, a VS to L Brands Transition Services Agreement, an Employee Matters Agreement and a Domestic Transportation Services Agreement. For additional information, see Note 3, “Transactions with Former Parent.” Fiscal Year The Company's fiscal year ends on the Saturday nearest to January 31. As used herein,“2023” refers to the fifty-three-week period ended February 3, 2024 and “2022” and “2021” refer to the fifty-two-week periods ended January 28, 2023 and January 29, 2022, respectively. Basis of Presentation - Consolidated and Combined Financial Statements The Company’s financial statements for periods through the Separation date of August 2, 2021 are combined financial statements prepared on a “carve-out” basis as discussed below. The Company’s financial statements for the period from August 3, 2021 through February 3, 2024 are consolidated financial statements based on the reported results of Victoria's Secret & Co. as a standalone company. The Consolidated and Combined Financial Statements have been prepared in conformity with GAAP. The Consolidated and Combined Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as an independent company during all of the periods presented. Basis of Presentation - Prior to Separation Through the Separation date, the Company's combined financial statements are prepared on a “carve-out” basis. The Combined Financial Statements have been derived from the consolidated financial statements and accounting records of the Former Parent in conformity with GAAP. Intracompany transactions have been eliminated. Transactions between the Company and the Former Parent have been included in these financial statements. For the periods prior to the Separation, certain of the Former Parent's assets and liabilities that were specifically identifiable or otherwise attributable to the Company were included in the Company's balance sheets. For the periods prior to the Separation, the Former Parent's third-party long-term notes payable and the related interest expense were not allocated to the Company as the Company was not the legal obligor of such debt. For the periods prior to the Separation, the Former Parent utilized a centralized approach to cash management and financing its operations. The cash and cash equivalents held by the Former Parent at the corporate level were not specifically identifiable to the Company and, therefore, were not reflected in the Company’s balance sheets. Cash transfers between the Former Parent and the Company were accounted for through Net Investment by Former Parent. Cash and cash equivalents that are included in the Company's balance sheets for the periods prior to the Separation represent cash and cash equivalents held by the Company prior to any potential transfer to the centralized cash management pool of the Former Parent. In addition, for purposes of preparing the combined financial statements on a “carve-out” basis prior to the Separation, a portion of the Former Parent's corporate expenses were allocated to the Company. These expense allocations include the cost of corporate functions and resources provided by, or administered by, the Former Parent including, but not limited to, executive management and other corporate and governance functions, such as corporate finance, internal audit, tax and treasury. The related employee payroll and benefit costs associated with such functions, such as share-based compensation, were included in the expense allocations. Corporate expenses of $49 million in 2021 were allocated and included within General, Administrative and Store Operating Expenses in the 2021 Consolidated and Combined Statement of Income. Costs were allocated to the Company based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net sales. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to, or the benefit received by, the Company during the periods presented. However, the allocations may not reflect the expenses the Company would have incurred if the Company had been a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic or capital decisions. Going forward, the Company may perform these functions using its own resources or outsourced services. For a period following the Separation, however, some of these functions will continue to be provided by the Former Parent under a transition services agreement, and the Company will provide some services to the Former Parent under a transition services agreement. The Company has also entered into certain commercial arrangements with the Former Parent in connection with the Separation. For more information, see Note 3, “Transactions with Former Parent.” During the periods prior to the Separation that are presented in these Consolidated and Combined Financial Statements, the Company's income tax expense (benefit) and deferred tax balances were included in the Former Parent's income tax returns. Income tax expense (benefit) and deferred tax balances contained in these Consolidated and Combined Financial Statements for periods prior to the Separation are presented on a separate return basis, as if the Company had filed its own income tax returns. As a result, actual tax transactions included in the consolidated financial statements of the Former Parent may or may not be included in the Consolidated and Combined Financial Statements of the Company. Similarly, the tax treatment of certain items reflected in the Consolidated and Combined Financial Statements of the Company may or may not be reflected in the consolidated financial statements and income tax returns of the Former Parent. The taxes recorded in the Consolidated and Combined Statements of Income for periods prior to the Separation are not necessarily representative of the taxes that may arise in the future when the Company files its income tax returns independent from the Former Parent's returns. Cash and Cash Equivalents Cash and Cash Equivalents include cash on hand, demand deposits with financial institutions, credit and debit card receivables and highly liquid investments with original maturities of 90 days or less. As of February 3, 2024, bank overdrafts of $55 million were classified as Accounts Payable in the Consolidated Balance Sheet because the legal right of offset did not exist. 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. 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 and limits the amount of credit exposure with any one entity. 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 charged against the allowance when it is determined that expected credit losses may occur. Inventories Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis. The Company records valuation adjustments to its inventories if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience. The Company also records inventory loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory. These estimates are based on management’s analysis of historical results, operating trends and consumer behavior. Advertising Costs Advertising and marketing costs are expensed at the time the promotion first appears in media, or in the store or when the advertising is mailed. Advertising and marketing costs totaled $454 million for 2023, $344 million for 2022 and $334 million for 2021. Property and Equipment The Company’s property and equipment are recorded at cost and depreciation is computed on a straight-line basis using the following depreciable life ranges: Category of Property and Equipment Depreciable Life Range Software, including software developed for internal use 3 - 5 years Furniture, fixtures and equipment 3 - 10 years Leasehold improvements Shorter of lease term or 10 years Non-store related building and site improvements 10 - 15 years Other property and equipment 20 years Buildings 30 years When a decision has been made to dispose of property and equipment prior to the end of the previously estimated useful life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life. The Company’s cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in net income. Maintenance and repairs are charged to expense as incurred. Major renewals and betterments that extend useful lives are capitalized. Long-lived store assets, which include leasehold improvements, store related assets and operating lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Store assets are grouped at the lowest level for which they are largely independent of other assets or asset groups. If the estimated undiscounted future cash flows related to the asset group are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, determined by the estimated discounted future cash flows of the asset group. For operating lease assets, the Company determines the fair value of the assets by comparing the contractual rent payments to estimated market rental rates. An individual asset within an asset group is not impaired below its estimated fair value. The fair value of long-lived store assets is determined using Level 3 inputs within the fair value hierarchy. Leases and Leasehold Improvements The Company leases retail space, office space, warehouse facilities, storage space, equipment and certain other items under operating leases. A substantial portion of the Company’s leases are operating leases for its stores, which generally have an initial term of 10 years. Annual store rent consists of a fixed minimum amount and/or variable rent based on a percentage of sales exceeding a stipulated amount. Store lease terms generally also require additional payments covering certain operating costs such as common area maintenance, utilities, insurance and taxes. Certain leases contain predetermined fixed escalations of minimum rentals or require periodic adjustments of minimum rentals, depending on an index or rate. Additionally, certain leases contain incentives, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property. At the date of control of the leased asset, the Company recognizes an asset for the right to use the leased asset and a liability based on the present value of the unpaid fixed lease payments. Operating lease costs are recognized on a straight-line basis as lease expense over the lease term. Variable lease payments associated with the Company's leases are recognized upon occurrence of the event or circumstance on which the payments are assessed. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the lease term. For leases entered into or reassessed after the adoption of ASC 842, Leases , the Company has elected the practical expedient allowed by the standard to account for all fixed consideration in a lease as a single lease component. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed operating costs such as common area maintenance and utilities. The Company uses its incremental borrowing rate, adjusted for collateral, to determine the present value of its unpaid lease payments. The Company’s store leases often include options to extend the initial term or to terminate the lease prior to the end of the initial term. The exercise of these options is typically at the sole discretion of the Company. These options are included in determining the initial lease term at lease commencement if the Company is reasonably certain to exercise the option. Additionally, the Company may operate stores for a period of time on a month-to-month basis after the expiration of the lease term. The Company also has leasehold improvements which are amortized over the shorter of their estimated useful lives or the period from the date the assets are placed in service to the end of the initial lease term. Leasehold improvements made after the inception of the initial lease term are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured. Intangible Assets The Company has certain intangible assets resulting from business combinations and acquisitions that are recorded at cost. The Company has goodwill resulting from the Adore Me acquisition on December 30, 2022. Goodwill is reviewed for impairment at the reporting unit level each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that each reporting unit's fair value is less than its carrying value (including goodwill), or to proceed directly to the quantitative assessment which requires a comparison of the reporting unit's fair value to its carrying value (including goodwill). If the Company determines that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment charge equal to the difference, not to exceed the total amount of goodwill allocated to the reporting unit. The Company's reporting units are determined in accordance with the provisions of ASC 350, Intangibles - Goodwill and Other. The Victoria’s Secret trade name is an intangible asset with an indefinite life. Intangible assets with indefinite lives are reviewed for impairment each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired, or to proceed directly to the quantitative assessment which requires a comparison of the fair value of the intangible asset to its carrying value. To determine if the fair value of the asset is less than its carrying amount, the Company will estimate the fair value, usually determined by the relief from royalty method under the income approach, and compare that value with its carrying amount. If the carrying value of the trade name exceeds its fair value, the Company recognizes an impairment charge equal to the difference. The Company also has definite-lived intangible assets, which includes customer relationships, developed technology and the Adore Me trade name. Definite-lived intangible assets are amortized over their useful lives and are evaluated for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired. Foreign Currency Translation The functional currency of the Company’s foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The Company’s resulting translation adjustments are recorded as a component of accumulated other comprehensive income in shareholders’ equity. Accumulated foreign currency translation adjustments are reclassified to net income when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity. 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 Fair Value The authoritative guidance included in ASC 820, Fair Value Measurement , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. This authoritative guidance further establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted market prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company estimates the fair value of financial instruments, property and equipment, goodwill, trade names, other intangible assets and contingent consideration in accordance with the provisions of ASC 820 . The recorded amounts for cash and cash equivalents, accounts receivable, prepaid expenses, other current assets and current liabilities approximate fair value due to the short-term nature of these assets and liabilities. Derivative Financial Instruments The Company from time to time uses derivative financial instruments to manage exposure to foreign currency exchange rates. The Company does not use derivative instruments for trading purposes. All derivative instruments are recorded on the Consolidated Balance Sheets at fair value. The earnings of the Company's foreign operations are subject to exchange rate risk as substantially all the merchandise is sourced through U.S. dollar transactions. The Company from time to time utilizes foreign currency forward contracts designated as cash flow hedges to mitigate this foreign currency exposure. Amounts for these designated cash flow hedges are reclassified from Accumulated Other Comprehensive Income upon sale of the hedged merchandise to the customer. These gains and losses are recognized in Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income. During the second quarter of 2021, the Company terminated its foreign currency forward contracts designated as cash flow hedges that were used to mitigate foreign currency exposure for its Canadian operations. The fair value of designated cash flow hedges is not significant for any period presented. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, taxes currently payable or refundable are accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for realizable operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Company’s Consolidated and Combined Statement of Income in the period that includes the enactment date. The Company treats the global intangible low-taxed income provision enacted as part of the U.S. Tax Cuts and Jobs Act as a current period expense. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. In determining the Company’s provision for income taxes, the Company considers permanent differences between book and tax income and statutory income tax rates. The Company’s effective income tax rate is affected by items including changes in tax law, the tax jurisdiction of new stores or business ventures and the level of earnings. The Company follows a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may differ from forecasted outcomes. The Company's policy is to include interest and penalties related to uncertain tax positions in income tax expense. The Company’s income tax returns, like those of most companies, are periodically audited by domestic and foreign tax authorities. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. A number of years may elapse before a particular matter for which the Company has established an accrual is audited and fully resolved or clarified. The Company adjusts its tax contingencies accrual and income tax provision in the period in which matters are effectively settled with tax authorities at amounts different from its established accrual, when the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. The Company includes its tax contingencies accrual, including accrued penalties and interest, in Other Long-term Liabilities on the Consolidated Balance Sheets unless the liability is expected to be paid within one year. Changes to the tax contingencies accrual, including accrued penalties and interest, are included in Provision for Income Taxes on the Consolidated and Combined Statements of Income. Self-Insurance The Company is self-insured for medical, workers’ compensation, property, general liability and automobile liability up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (“IBNR”) claims. IBNR claims are estimated using historical claim information and actuarial estimates. 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 and Combined Statements of Income, 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 and Combined Statements of Income. 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 total carrying value of equity method investments was $60 million and $56 million as of February 3, 2024 and January 28, 2023. These investments are recorded in Other Assets on the Consolidated Balance Sheets. Net Investment by Former Parent Net Investment by Former Parent represents the Former Parent's historical investment in the Company, the accumulated net earnings after taxes and the net effect of the transactions with and allocations from the Former Parent. All transactions reflected in Net Investment by Former Parent have been considered as financing activities for purposes of the Consolidated and Combined Statements of Cash Flows. For additional information, see Basis of Presentation above and Note 3, “Transactions with Former Parent.” 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 and Combined 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 and Combined Statements of Income. Noncontrolling interest represents the portion of equity interests in a joint venture that operates the business in China that is not owned by the Company. Share-based Compensation Prior to the Separation, certain Company employees participated in the share-based compensation plans sponsored by the Former Parent. The Former Parent's share-based compensation awards granted to the employees of the Company consisted of the Former Parent's stock options and restricted stock. As such, prior to the Separation, the awards granted to Company employees are reflected in Net Investment by Former Parent within the Consolidated and Combined Statements of Equity at the time they were expensed. Prior to the Separation, the Consolidated and Combined Statements of Income also include an allocation of the Former Parent's corporate and shared employee share-based compensation expenses. The Company recognizes all share-based payments to employees and directors as compensation cost over the service period based on their estimated fair value on the date of grant. The Company estimates award forfeitures at the time awards are granted and adjusts, if necessary, in subsequent periods based on historical experience and expected future forfeitures. Compensation cost is recognized over the service period for the fair value of awards that actually vest. Compensation expense for awards without a performance condition or a graded vesting schedule is recognized, net of estimated forfeitures, using a single award approach (each award is valued as one grant). Compensation expense for awards with a performance condition or a graded vesting schedule is recognized, net of estimated forfeitures, using a multiple award approach (each vesting tranche is valued as one grant). Revenue Recognition The Company recognizes revenue based on the amount it expects to receive when cont |
Supplier Finance Program | 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 |
Adore Me Acquisition
Adore Me Acquisition | 12 Months Ended |
Feb. 03, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Adore Me Acquisition | Acquisition On December 30, 2022, the Company completed its acquisition of 100% of the equity interests 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”). The 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 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 incurred approximately $15 million of acquisition-related costs related to the Adore Me transaction. Those costs, primarily related to professional advisory services and other transaction-related costs, are included within General, Administrative and Store Operating Expenses in the 2022 Consolidated Statement of Income. 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 fair values. During 2023, the Company recorded certain measurement period adjustments based on additional information, primarily related to assumed other long-term liabilities, assumed deferred income tax liabilities, assumed accrued expenses and other liabilities, acquired accounts receivable and acquired other current assets, resulting in a $4 million increase to Other Long-term Liabilities, a $3 million decrease to Deferred Income Tax Liabilities, a $2 million increase to Goodwill, a $2 million increase to Accrued Expenses and Other, a $1 million increase to Other Current Assets and a $1 million decrease to Accounts Receivable. The Company has finalized the valuation estimates used to determine the final purchase price allocation which includes amounts allocated to intangible assets. The following is the final purchase price allocation of assets acquired and liabilities assumed related to the Adore Me acquisition: Initial Allocation Measurement Period Adjustments Final Allocation (in millions) Accounts Receivable $ 1 $ (1) $ — Inventories 105 — 105 Other Current Assets 7 1 8 Property and Equipment, Net 12 — 12 Operating Lease Assets 5 — 5 Goodwill 365 2 367 Trade Name 43 — 43 Other Intangible Assets 137 — 137 Other Assets 1 — 1 Accounts Payable 17 — 17 Accrued Expenses and Other 88 2 90 Current Operating Lease Liabilities 2 — 2 Deferred Income Tax Liabilities 21 (3) 18 Long-term Operating Lease Liabilities 3 — 3 Other Long-term Liabilities 8 4 12 Net Assets Acquired and Liabilities Assumed $ 537 $ (1) $ 536 The following table represents the definite-lived intangible assets acquired, the fair values and respective useful lives: Useful Life 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 as of the acquisition date 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. For additional information about goodwill and other intangible assets, see Note 10, “Intangible Assets.” 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 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. In 2023, the Company recognized total related costs of $75 million, including $41 million in General, Administrative and Store Operating Expenses, $29 million in Costs of Goods Sold, Buying and Occupancy and $5 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 Accrued Expenses and Other in the February 3, 2024 Consolidated Balance Sheet and Other Long-term Liabilities in the January 28, 2023 Consolidated Balance Sheet and was $76 million as of February 3, 2024 and $71 million as of January 28, 2023. Pro Forma Financial Information In accordance with ASC 805, Business Combinations , the following unaudited pro forma results of operations for 2022 and 2021, respectively, assumes the Adore Me acquisition was completed on the first day of fiscal year 2021, or January 31, 2021. The following pro forma results include adjustments to reflect acquisition-related costs, amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of inventories. 2022 2021 (in millions) Net Sales $ 6,595 $ 6,996 Net Income Attributable to Victoria's Secret & Co. 330 544 The unaudited pro forma financial information may not be indicative of the results that would have been obtained had the acquisition occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the Company has incurred or may incur to integrate the acquired business. |
Transactions with Former Parent
Transactions with Former Parent | 12 Months Ended |
Feb. 03, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Transactions with Former Parent | Transactions with Former Parent Prior to the Separation, the Company's financial statements were prepared on a “carve-out” basis and were derived from the consolidated financial statements and accounting records of the Former Parent. The following discussion summarizes activity between the Company and the Former Parent. Allocation of General Corporate Expenses Prior to the Separation, for purposes of preparing the financial statements on a “carve-out” basis, the Company was allocated a portion of the Former Parent's total corporate expenses. See Note 1 for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing the financial statements on a "carve-out” basis. Net Transfers from (to) Former Parent The following table presents the components of Net Transfers from (to) Former Parent prior to the Separation in the 2021 Consolidated and Combined Statement of Equity: 2021 (in millions) Cash Pooling and General Financing Activities, Net $ (172) Long-lived Assets (a) 16 Corporate Expense Allocations 49 Share-based Compensation Expense 15 Assumed Income Tax Payments 15 Cash Payment to Former Parent (976) Total Net Transfers to Former Parent $ (1,053) _______________ (a) Represents long-lived assets transferred between the Company and the Former Parent as a result of asset allocation decisions made during the period. Agreements with Former Parent The Company entered into several agreements with the Former Parent that, among other things, effect the Separation and govern the relationship of the parties following the Separation, including a Separation and Distribution Agreement, a Tax Matters Agreement, an L Brands to VS Transition Services Agreement, a VS to L Brands Transition Services Agreement, an Employee Matters Agreement and a Domestic Transportation Services Agreement. Under the terms of the transition services agreements, as amended, the Company has provided its Former Parent certain services or functions, including information technology, certain logistics functions and customer marketing services. The primary services that the Company still provides to its Former Parent relate to information technology services. Additionally, the Former Parent has provided to the Company various services or functions, including human resources, payroll, information technology and certain logistics functions. The primary services that the Former Parent still provides to the Company relate to information technology services. The Company anticipates that both transition services agreements will terminate during fiscal 2024. Consideration and costs for the transition services are determined using several billing methodologies as described in the agreements, including customary billing, pass-through billing, percent of sales billing or fixed fee billing. Costs for transition services provided by the Former Parent are recorded within the Consolidated and Combined Statements of Income based on the nature of the services. Consideration for transition services provided to the Former Parent are recorded within the Consolidated and Combined Statements of Income based on the nature of the services and as an offset to expenses incurred to provide the services. The following table summarizes the recognized consideration and costs pursuant to the transition services agreements for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Consideration Received $ 29 $ 72 $ 55 Costs Recognized 43 74 42 Under the terms of the Domestic Transportation Services Agreement, the Former Parent will provide transportation services to the Company for certain beauty and apparel merchandise in the U.S. and Canada until September 2026. Costs for the transportation services is determined using customary billing and fixed billing methodologies, which are described in the agreement, and are subject to an administrative charge. Costs for transition services are recorded within Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income. The following table summarizes the recognized costs pursuant to the Domestic Transportation Services Agreement for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Costs Recognized $ 78 $ 91 $ 46 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Feb. 03, 2024 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | Revenue Recognition Accounts receivable, net from revenue-generating activities were $103 million as of February 3, 2024 and $101 million as of January 28, 2023. 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 $310 million as of February 3, 2024 and $309 million as of January 28, 2023. The Company recognized $134 million as revenue in 2023 from amounts recorded as deferred revenue at the beginning of the period. As of February 3, 2024, the Company recorded deferred revenues of $295 million within Accrued Expenses and Other, and $15 million within Other Long-term Liabilities on the Consolidated Balance Sheet. The following table provides a disaggregation of Net Sales for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Stores — North America (a) $ 3,480 $ 3,909 $ 4,194 Direct (a) 2,015 1,843 2,114 International (b) 687 592 477 Total Net Sales $ 6,182 $ 6,344 $ 6,785 _______________ (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 a 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 $95 million, $123 million and $132 million for 2023, 2022 and 2021, 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 $910 million, $830 million and $736 million for 2023, 2022 and 2021, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Feb. 03, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings Per Share Earnings per basic share is computed based on the weighted-average number of common shares outstanding. Earnings 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. On August 2, 2021, the Separation was achieved through the Former Parent's distribution of 100% of the shares of the Company's common stock to holders of the Former Parent's common stock as of the close of business on the record date of July 22, 2021. The Former Parent's stockholders of record received one share of the Company's common stock for every three shares of the Former Parent's common stock. As a result, on August 3, 2021, the Company had 88 million shares of common stock outstanding. This share amount is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Separation. After the Separation, actual outstanding shares are used to calculate both basic and diluted weighted-average number of common shares outstanding. The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings per share for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Common Shares 78 82 88 Treasury Shares — — — Basic Shares 78 82 88 Effect of Dilutive Awards 1 2 2 Diluted Shares 79 84 90 Anti-dilutive Awards (a) 2 1 — ________________ (a) |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Feb. 03, 2024 | |
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 2023 Consolidated Statement of Income. During the second quarter and fourth quarter of 2022, the Company implemented restructuring actions to reorganize and improve its organizational structure. As a result, pre-tax severance and related costs of $35 million, of which $21 million are included in General, Administrative and Store Operating Expenses and $14 million are included in Costs of Goods Sold, Buying and Occupancy, are included in the 2022 Consolidated Statement of Income. The Company made payments of $16 million and $18 million related to severance and related costs associated with these restructuring actions during 2023 and 2022, respectively. Liabilities, after accrual adjustments, related to the restructuring actions of $5 million are included in the February 3, 2024 Consolidated Balance Sheet. Victoria's Secret China In April 2022, the Company entered into a joint venture agreement with Regina Miracle, a company listed on the Hong Kong Stock Exchange, 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 and Combined 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. |
Inventories
Inventories | 12 Months Ended |
Feb. 03, 2024 | |
Inventory, Net [Abstract] | |
Inventories | Inventories The following table provides details of Inventories as of February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Finished Goods Merchandise $ 929 $ 997 Raw Materials and Merchandise Components 56 55 Total Inventories $ 985 $ 1,052 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 | 12 Months Ended |
Feb. 03, 2024 | |
Property, Plant and Equipment [Abstract] | |
Long-Lived Assets | Long-Lived Assets The following table provides details of Property and Equipment, Net as of February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Land and Improvements $ 28 $ 28 Buildings and Improvements 218 219 Furniture, Fixtures, Software and Equipment 2,308 2,394 Leasehold Improvements 1,036 1,018 Construction in Progress 26 57 Total 3,616 3,716 Accumulated Depreciation and Amortization (2,773) (2,870) Property and Equipment, Net $ 843 $ 846 |
Leases
Leases | 12 Months Ended |
Feb. 03, 2024 | |
Leases [Abstract] | |
Leases | Leases The following table provides the components of lease cost for operating leases for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Operating Lease Costs $ 393 $ 385 $ 399 Variable Lease Costs 92 76 63 Short-term Lease Costs 14 13 6 Total Lease Cost $ 499 $ 474 $ 468 In 2021, the Company recognized a reduction of $31 million to occupancy expenses as a result of COVID-19-related landlord concessions. The following table provides future maturities of operating lease liabilities as of February 3, 2024: Fiscal Year (in millions) 2024 $ 359 2025 338 2026 273 2027 214 2028 177 Thereafter 641 Total Lease Payments $ 2,002 Less: Interest (423) Present Value of Operating Lease Liabilities $ 1,579 As of February 3, 2024, the Company had additional operating lease commitments that have not yet commenced of approximately $120 million. The following table provides the weighted-average remaining lease term and discount rate for operating leases with lease liabilities as of February 3, 2024 and January 28, 2023: February 3, January 28, Weighted-Average Remaining Lease Term (years) 7.0 6.6 Weighted-Average Discount Rate 6.6% 6.1% The Company paid $406 million in 2023, $423 million in 2022 and $497 million in 2021 for operating lease liabilities recorded on the Consolidated Balance Sheets. These payments are included within the Operating Activities section of the Consolidated and Combined Statement of Cash Flows. In 2023, 2022 and 2021, the Company obtained $392 million, $160 million and $120 million, respectively, of additional lease assets as a result of new operating lease obligations. Asset Retirement Obligations The Company has asset retirement obligations related to certain Company-operated international stores that contractually obligate the Company to remove leasehold improvements at the end of a lease. The Company's liabilities for asset retirement obligations totaled $8 million as of February 3, 2024 and $12 million as of January 28, 2023. These liabilities are included in Other Long-term Liabilities on the Consolidated Balance Sheets. |
Leases | Leases The following table provides the components of lease cost for operating leases for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Operating Lease Costs $ 393 $ 385 $ 399 Variable Lease Costs 92 76 63 Short-term Lease Costs 14 13 6 Total Lease Cost $ 499 $ 474 $ 468 In 2021, the Company recognized a reduction of $31 million to occupancy expenses as a result of COVID-19-related landlord concessions. The following table provides future maturities of operating lease liabilities as of February 3, 2024: Fiscal Year (in millions) 2024 $ 359 2025 338 2026 273 2027 214 2028 177 Thereafter 641 Total Lease Payments $ 2,002 Less: Interest (423) Present Value of Operating Lease Liabilities $ 1,579 As of February 3, 2024, the Company had additional operating lease commitments that have not yet commenced of approximately $120 million. The following table provides the weighted-average remaining lease term and discount rate for operating leases with lease liabilities as of February 3, 2024 and January 28, 2023: February 3, January 28, Weighted-Average Remaining Lease Term (years) 7.0 6.6 Weighted-Average Discount Rate 6.6% 6.1% The Company paid $406 million in 2023, $423 million in 2022 and $497 million in 2021 for operating lease liabilities recorded on the Consolidated Balance Sheets. These payments are included within the Operating Activities section of the Consolidated and Combined Statement of Cash Flows. In 2023, 2022 and 2021, the Company obtained $392 million, $160 million and $120 million, respectively, of additional lease assets as a result of new operating lease obligations. Asset Retirement Obligations The Company has asset retirement obligations related to certain Company-operated international stores that contractually obligate the Company to remove leasehold improvements at the end of a lease. The Company's liabilities for asset retirement obligations totaled $8 million as of February 3, 2024 and $12 million as of January 28, 2023. These liabilities are included in Other Long-term Liabilities on the Consolidated Balance Sheets. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Feb. 03, 2024 | |
Goodwill, Trade Names and Other Intangible Assets, Net [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 Company elected to perform its annual goodwill impairment assessment in the fourth quarter of 2023 using the quantitative approach, based on a weighted average of the market and income approaches. The market approach is based on earnings multiples of selected guideline public companies, while the income approach is based on estimated discounted future cash flows. The Company compared the total fair values of its reporting units to the Company's market capitalization to determine if the fair values are reasonable compared to external market indicators. The Company believes the use of significant assumptions within the valuation models are reasonable estimates of likely future events. The estimated fair value of each reporting unit was in excess of each of its respective carrying value, which resulted in a conclusion that no impairment existed as of February 3, 2024. Subsequent to this annual impairment test, no additional indications of an impairment were identified. The following table shows the change in the carrying value of Goodwill: (in millions) Balance as of January 28, 2023 $ 365 Adjustments (a) 2 Balance as of February 3, 2024 $ 367 ________________ (a) Includes 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 February 3, 2024 and January 28, 2023. As of the end of 2023 and 2022, the Company performed its annual impairment assessment of the Victoria's Secret trade name. To estimate the fair value of the trade name, the Company used the relief from royalty method under the income approach. The assessments concluded that the fair value of the trade name was in excess of its carrying value. 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 on December 30, 2022, 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 February 3, 2024 and January 28, 2023: February 3, 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 $ (12) $ — Developed Technology (9) — Adore Me Trade Name (4) — Total Accumulated Amortization (25) — Total Definite-Lived Intangible Assets $ 155 $ 180 Amortization expense for intangible assets was $25 million for 2023. Due to the timing of the acquisition date and the Company consolidating Adore Me's financial information on an approximate one-month reporting lag, there was no amortization expense recorded related to these definite-lived intangible assets prior to 2023. Definite-lived intangible assets are evaluated for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired. No impairment has been recorded for these definite-lived intangible assets. The estimated future annual amortization expense is $25 million for each of the next five fiscal years for definite-lived intangible assets recorded as of February 3, 2024. |
Accrued Expenses and Other
Accrued Expenses and Other | 12 Months Ended |
Feb. 03, 2024 | |
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 February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Deferred Revenue on Gift Cards and Merchandise Credits $ 239 $ 238 Compensation, Payroll Taxes and Benefits 135 105 Fixed Payment Related to Adore Me Acquisition 76 — Contingent Consideration Related to Adore Me Acquisition 74 30 Deferred Revenue on Loyalty and Credit Card Programs 45 40 Taxes, Other than Income 43 40 Accrued Marketing 39 37 Returns Reserve 16 22 Accrued Freight and Other Logistics 12 16 Deferred Revenue on Direct Shipments Not Yet Delivered 11 13 Accrued Claims on Self-insured Activities 11 8 Accrued Interest 9 7 Rent 6 63 Other 94 118 Total Accrued Expenses and Other $ 810 $ 737 |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 03, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to the Separation, the Company's U.S. operations and certain of its non-U.S. operations were historically included in the income tax returns of the Former Parent or its subsidiaries that may not be part of the Company. For the periods prior to the Separation, the income tax expense (benefit) and all tax liabilities that are presented in these financial statements were calculated on a “carve-out” basis, which applied the accounting guidance as if we filed income tax returns for the Company on a standalone, separate return basis. The Company believes the assumptions supporting its allocation and presentation of income taxes on a separate return basis are reasonable. However, the Company's tax results, as presented in these financial statements for periods prior to the Separation, may not be reflective of the results that the Company expects to generate in the future. Post-Separation, the Company files a consolidated U.S. federal income tax return as well as separate and combined income tax returns in numerous state, local and international jurisdictions. Income tax expense (benefit) for the period prior to the Separation is based on the combined financial statements prepared on a “carve-out” basis. Income tax expense (benefit) for the period after the Separation is based on the consolidated results of the Company on a standalone basis. The following table provides the components of the Company’s Provision for Income Taxes for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Current: U.S. Federal $ 19 $ 67 $ 129 U.S. State 10 22 44 Non-U.S. 18 18 23 Total 47 107 196 Deferred: U.S. Federal (14) (20) 6 U.S. State (2) (4) (4) Non-U.S. — (4) (1) Total (16) (28) 1 Provision for Income Taxes $ 31 $ 79 $ 197 The non-U.S. component of pre-tax income, arising principally from overseas operations, was income o f $112 million, $92 million and $92 million for 2023, 2022 and 2021, respectively. The following table provides the reconciliation between the statutory federal income tax rate and the effective tax rate for 2023, 2022 and 2021: 2023 2022 2021 Federal Income Tax Rate 21.0 % 21.0 % 21.0 % State Income Taxes, Net of Federal Income Tax Effect 3.1 % 3.9 % 4.3 % Foreign Rate Differential (9.1 %) (3.4 %) (1.8 %) Impact of Non-U.S. Operations 1.4 % 1.8 % 0.9 % Share-based Compensation 1.1 % (4.6 %) (1.2 %) Uncertain Tax Positions 0.7 % 0.2 % (0.2 %) Change in Valuation Allowance (0.9 %) (0.1 %) — % U.S. Permanent Items 1.7 % 0.3 % 0.1 % Adore Me Contingent Compensation 3.3 % — % — % Restructuring of Foreign Investments — % — % 0.2 % Other Items, Net (0.9 %) (0.1 %) — % Effective Tax Rate 21.4 % 19.0 % 23.3 % Deferred Taxes The following table provides the effect of temporary differences that cause deferred income taxes as of February 3, 2024 and January 28, 2023. Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carryforwards at the end of the respective year. February 3, 2024 January 28, 2023 Assets Liabilities Total Assets Liabilities Total (in millions) Loss Carryforwards $ 130 $ — $ 130 $ 133 $ — $ 133 Leases 359 (319) 40 354 (309) 45 Deferred Revenue 51 — 51 43 — 43 Accrued Expenses 35 — 35 39 — 39 Share-based Compensation 12 — 12 12 — 12 Trade Name and Other Intangibles — (97) (97) — (100) (100) Property and Equipment — (57) (57) — (58) (58) Other 26 (11) 15 15 (11) 4 Valuation Allowance (146) — (146) (153) — (153) Total Deferred Income Taxes $ 467 $ (484) $ (17) $ 443 $ (478) $ (35) As of February 3, 2024, the Company had loss carryforwards of $130 million, of which $34 million has an indefinite carryforward. The remainder of the non-U.S. carryforwards, if unused, will expire at various dates from 2024 through 2040. For certain jurisdictions where the Company has determined that it is more likely than not that the loss carryforwards will not be realized, a valuation allowance has been provided on those loss carryforwards as well as other net deferred tax assets. Income tax payments were $74 million for 2023, $161 million for 2022 and $56 million for 2021. Uncertain Tax Positions The following table summarizes the activity related to the Company’s unrecognized tax benefits for U.S. federal, state and non-U.S. tax jurisdictions for 2023, 2022 and 2021, without interest and penalties: 2023 2022 2021 (in millions) Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year $ 31 $ 10 $ 126 Decreases to Unrecognized Tax Benefits Transferred to Former Parent — — (126) Increases to Unrecognized Tax Benefits as a Result of Current Year Activity 9 10 10 Increases to Unrecognized Tax Benefits for Prior Years, Including Acquisitions 13 11 — Decreases to Unrecognized Tax Benefits for Prior Years (15) — — Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year $ 38 $ 31 $ 10 Of the total gross unrecognized tax benefits, approximately $35 million, $20 million a nd $9 million at February 3, 2024, January 28, 2023, and January 29, 2022, respectively, represent the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. These amounts are net of the offsetting tax effects from other tax jurisdictions. Of the total unrecognized tax benefits, it is reasonably possible that $27 million could change in the next 12 months due to audit settlement, expiration of statute of limitations or other resolution of uncertainties. Due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in amounts which could be different from this estimate. In such case, the Company will record additional tax expense or tax benefit in the period in which such matters are effectively settled. The Company recognizes interest and penalties related to unrecognized tax benefits as components of income tax expense. The Company recognized interest and penalties expense of $2 million in 2023, $1 million in 2022, and did not recognize expense in 2021. The Company has accrued approximately $3 million for the payment of interest and penalties as of February 3, 2024, and $1 million as of January 28, 2023. Accrued interest and penalties are included within Other Long-term Liabilities on the Consolidated Balance Sheets. The Company files income tax returns with the U.S. and various state, local, and non-U.S. jurisdictions. The Company participates in the Compliance Assurance Process (“CAP”) of the Internal Revenue Service. As part of CAP, tax years are examined on a contemporaneous basis. The Company is no longer subject to U.S. federal examination for years prior to fiscal year 2020. The Company is currently under examination, or may be subject to examination, by various state, local, and non-U.S. tax jurisdictions for fiscal year 2015 through 2022. The Company is no longer subject to state and local examinations for years prior to fiscal year 2017 or examinations in any material non-U.S. jurisdictions for years prior to fiscal year 2015. In some situations, the Company determines that it does not have a filing requirement in a particular tax jurisdiction. Where no return has been filed, no statute of limitations applies. Accordingly, if a tax jurisdiction reaches a conclusion that a filing requirement does exist, additional years may be reviewed by the tax authority. The Company believes it has appropriately accounted for uncertainties related to this issue. On December 30, 2022, the Company acquired Adore Me. Pursuant to the Merger Agreement, the Company is responsible for all U.S. federal, state, local and non-U.S. income taxes for any taxable period, or portion of such period, ending on or before the date of acquisition. Approximately $22 million, including measurement period adjustments, in gross unrecognized tax benefits were established through acquisition accounting attributable to this acquisition. |
Long-term Debt and Borrowing Fa
Long-term Debt and Borrowing Facilities | 12 Months Ended |
Feb. 03, 2024 | |
Long-Term Debt, by Current and Noncurrent [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 February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Senior Secured Debt with Subsidiary Guarantee $391 million Term Loan due August 2028 (“Term Loan Facility”) $ 385 $ 387 Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) 145 295 Total Senior Secured Debt with Subsidiary Guarantee 530 682 Senior Debt with Subsidiary Guarantee $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) 594 593 Total Senior Debt with Subsidiary Guarantee 594 593 Total 1,124 1,275 Current Debt (4) (4) Total Long-term Debt, Net of Current Portion $ 1,120 $ 1,271 The following table provides principal payments due on outstanding debt in the next five fiscal years and the remaining years thereafter: Fiscal Year (in millions) 2024 $ 4 2025 4 2026 149 2027 4 2028 375 Thereafter $ 600 Cash paid for interest was $87 million, $52 million and $18 million in 2023, 2022 and 2021, respectively. Issuance of Notes In July 2021, the Company issued $600 million of 4.625% notes due in July 2029 in a transaction exempt from registration under the Securities Act of 1933, as amended. The obligation to pay principal and interest on the 2029 Notes is jointly and severally guaranteed on a full and unconditional basis by certain of the Company's wholly-owned subsidiaries. On August 2, 2021, the Company used cash proceeds of $592 million, which were net of issuance costs of $8 million, from the 2029 Notes, to partially fund the approximately $976 million cash payment to the Former Parent in connection with the Separation. The issuance costs are being amortized through the maturity date and are included within Long-term Debt on the Consolidated Balance Sheets. Credit Facilities In September 2023, the Company entered into a delayed draw term loan agreement, 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 had a maximum borrowing capacity of $75 million. The Company did not draw any amounts under this term loan and the agreement terminated in December 2023. During 2023, fees incurred in relation to this delayed draw term loan agreement were $1 million and were amortized over the life of the agreement. 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. 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 of $4 million, $4 million and $1 million for the Term Loan Facility during 2023, 2022 and 2021, respectively. In May 2023, the Company amended its Term Loan 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 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 February 3, 2024, the interest rate on loans under the Term Loan Facility was 8.89%. 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, 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. The Company borrowed $465 million and $295 million from the ABL Facility during 2023 and 2022, respectively, and made payments of $615 million under the ABL Facility during 2023. As of February 3, 2024, there were borrowings of $145 million outstanding under the ABL Facility and the interest rate on the borrowings was 7.46%. The Company had $19 million of outstanding letters of credit as of February 3, 2024 that further reduced its availability under the ABL Facility. As of February 3, 2024, the Company's remaining availability under the ABL Facility was $423 million. On August 2, 2021, the Company used the net cash proceeds from the credit facilities of $384 million, which were net of issuance and financing costs of $10 million for the Term Loan Facility and $6 million for the ABL Facility, to partially fund the approximately $976 million cash payment to the Former Parent in connection with the Separation. 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. 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 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 February 3, 2024, 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 Measurements
Fair Value Measurements | 12 Months Ended |
Feb. 03, 2024 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 outstanding debt as of February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Principal Value $ 991 $ 995 Fair Value, Estimated (a) 897 894 ________________ (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 February 3, 2024 based on the terms of the borrowings under the ABL Facility. Recurring Fair Value Measurements The following table provides a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of February 3, 2024 and January 28, 2023 (in millions): Balance Sheet Location February 3, Level 1 Level 2 Level 3 Accrued Expenses and Other $ 74 $ — $ — $ 74 Other Long-term Liabilities 18 — — 18 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 and Combined Statements of Income. For additional information regarding the contingent consideration, see Note 2, “Acquisition.” |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
Feb. 03, 2024 | |
Comprehensive Income Loss | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive Income (Loss) includes gains and losses on foreign currency translation and derivative instruments. The cumulative gains and losses on these items are included in Accumulated Other Comprehensive Income on the Consolidated Balance Sheets and Consolidated and Combined Statements of Equity. The following table provides the rollforward of accumulated other comprehensive income for 2023: Foreign Currency Translation Accumulated Other Comprehensive Income (in millions) Balance as of January 28, 2023 $ 1 $ 1 Other Comprehensive Loss Before Reclassifications (1) (1) Tax Effect — — Current-period Other Comprehensive Loss (1) (1) Balance as of February 3, 2024 $ — $ — The following table provides the rollforward of accumulated other comprehensive income for 2022: Foreign Currency Translation Accumulated Other Comprehensive Income (in millions) Balance as of January 29, 2022 $ 5 $ 5 Other Comprehensive Loss Before Reclassifications (7) (7) Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital 3 3 Tax Effect — — Current-period Other Comprehensive Loss (4) (4) Balance as of January 28, 2023 $ 1 $ 1 As a result of the China joint venture agreement completed in April 2022, the Company reclassified $3 million of accumulated foreign currency translation adjustments related to the joint venture out of Accumulated Other Comprehensive Income and into Paid-in Capital in the first quarter of 2022 in order to reflect the amount attributable to the noncontrolling interest partner. For additional information, see Note 6, “Restructuring Activities.” |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 03, 2024 | |
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 The Company was a tenant of portions of a building known as Two Herald Square, New York, New York (the “Premises”) pursuant to an Agreement of Lease dated August 22, 2001 (the “Lease”) with Herald Square Owner LLC (the “Landlord”). On February 20, 2021, the Company surrendered the Premises to the Landlord. On February 16, 2021, the Landlord filed a Motion for Partial Summary Judgment seeking treble holdover damages against the Company for the period commencing June 9, 2020 through February 20, 2021, the date on which the Company vacated and surrendered the Premises. By an order dated July 21, 2021, the court granted the Landlord’s motion and awarded it damages in an amount equal to three times the aggregate of the rents and charges payable under the Lease during the last month of the term of the Lease. On August 6, 2021, judgment was entered against the Company in the amount of $23 million. On September 15, 2021, the Landlord filed a Motion for Partial Summary Judgment seeking treble holdover damages against the Company for the period commencing February 21, 2021 through September 30, 2021. By an order dated April 22, 2022, the court granted the Landlord’s motion and awarded it damages in an amount equal to three times the aggregate amount of the rents and charges payable under the Lease during the last month of the term of the Lease. On May 9, 2022, judgment was entered against the Company in the amount of $22 million. The Company appealed both judgments; on March 2, 2023, the appellate court issued a denial of the appeals. During the first quarter of 2023, the Company paid the Landlord for the judgment amount in full. |
Retirement Benefits
Retirement Benefits | 12 Months Ended |
Feb. 03, 2024 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Retirement Benefits The Company sponsors a tax-qualified defined contribution retirement plan for employees who meet certain age and service requirements. The qualified plan permits participating associates to elect contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates’ eligible annual compensation and years of service. Associate contributions and Company matching contributions vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service. Total expense recognized related to the qualified plan was $42 million for 2023, $43 million for 2022 and $43 million for 2021. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Feb. 03, 2024 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Common Stock Share Repurchases & Treasury Stock Retirements March 2024 Share Repurchase Program In March 2024, subsequent to the end of fiscal year 2023, the Company's Board of Directors approved the March 2024 Share Repurchase Program, authorizing the repurchase of up to $250 million of the Company's common stock, subject to market conditions and other factors, through open market, accelerated share repurchase or privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans. The March 2024 Share Repurchase Program is open-ended in term, eligible to begin immediately and will continue until exhausted. January 2023 Share Repurchase Program In January 2023, the Company's Board of Directors approved the January 2023 Share Repurchase Program, authorizing the repurchase of up to $250 million of the Company's common stock. The authorization, which expired at the end of 2023, was utilized in 2023 to repurchase shares in the open market and under the accelerated share repurchase agreement described below. In February 2023, as part of the January 2023 Share Repurchase Program, the Company entered into the ASR Agreement with 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 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 Shares repurchased under the January 2023 Share Repurchase Program were retired upon repurchase. As a result, the Company retired the 3.7 million shares repurchased in connection with the settlement of the ASR Agreement during 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 during 2023. March 2022 Share Repurchase Program In March 2022, the Company's Board of Directors approved the 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 2022 to repurchase shares in the open market. The Company repurchased the following shares of its common stock under the March 2022 Share Repurchase Program during 2022: Amount Authorized Shares Repurchased Amount Repurchased Average Stock Price (in millions) (in thousands) (in millions) March 2022 Share Repurchase Program $ 250 5,985 $ 250 $ 41.77 Shares of the Company's common stock repurchased under the March 2022 Share Repurchase Program were retired upon repurchase. As a result, the Company retired all the shares repurchased under the March 2022 Share Repurchase Program during 2022, which resulted in reductions of less than $1 million in the par value of Common Stock, $12 million in Paid-in Capital and $238 million in Retained Earnings. December 2021 ASR Agreement In December 2021, the Company entered into a December 2021 ASR Agreement with Goldman Sachs to repurchase $250 million of the Company's common stock. In December 2021, the Company made an initial payment of $250 million to Goldman Sachs and received an initial delivery of 4.1 million shares of the Company's common stock. The $250 million payment to Goldman Sachs was recognized as a reduction to shareholders’ equity, consisting of a $200 million increase in Treasury Stock, which reflects the value of the initial 4.1 million shares received upon initial settlement, and a $50 million decrease in Paid-in Capital, which reflects the value of the stock held back by Goldman Sachs pending final settlement of the December 2021 ASR Agreement. During 2021, the Company retired the 4.1 million shares repurchased under the December 2021 ASR Agreement. The retirement resulted in a reduction of $200 million in Treasury Stock, less than $1 million in the par value of Common Stock, $8 million in Paid-in Capital and $192 million in Retained Earnings. In February 2022, upon final settlement of the December 2021 ASR Agreement, the Company received an additional 0.3 million shares of the Company's common stock from Goldman Sachs. The final number of shares received under the December 2021 ASR Agreement was based on the daily average of the volume-weighted average share price of the Company's common stock over the term of the December 2021 ASR Agreement, less a discount and subject to other adjustments pursuant to the terms of the December 2021 ASR Agreement. 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 2022, the Company 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. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Feb. 03, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-based Compensation | Share-based Compensation Plan Summary Prior to the Separation, certain Company employees participated in the stock option and performance incentive plan of the Former Parent (“Former Parent's Plan”). In connection with the Separation, the Company's Board of Directors approved the 2021 Stock Option and Performance Incentive Plan (“2021 Plan”). The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted share units, performance share units, unrestricted shares, converted awards, replacement awards and substitute awards. Under the Company’s 2021 Plan, 11 million options, restricted shares and unrestricted shares have been authorized to be granted to employees and directors, in addition to the converted awards from the Separation. There were 6 million options and shares available for grant as of February 3, 2024. Conversion at Separation Under the terms of the Employee Matters Agreement between the Company and the Former Parent, in connection with the Separation, restricted stock and stock option equity awards granted to Company employees under the Former Parent's Plan were converted to awards representing approximately 6.0 million shares of the Company's common stock (the “Converted Awards”) under the Company's 2021 Plan. Adjustments to the underlying shares and terms of outstanding restricted stock and stock options were made to preserve the intrinsic value of the awards immediately before the Separation. The adjustment of the underlying shares and exercise prices, as applicable, was determined using a conversion ratio of 1.665 based on the relative values of the Former Parent's pre-Separation stock price and the Company's post-Separation stock price. The outstanding awards continue to vest over their original vesting periods. The Company did not recognize any incremental compensation cost related to the adjustment of outstanding awards. Income Statement Impact For the period prior to the Separation, the following disclosures of share-based compensation expense recognized by the Company are based on grants related directly to Company employees, and exclude amounts related to the allocation of the Former Parent's corporate and shared employee share-based compensation expenses. The following table provides share-based compensation expense included in the Consolidated and Combined Statements of Income for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Costs of Goods Sold, Buying and Occupancy $ 17 $ 18 $ 12 General, Administrative and Store Operating Expenses 39 30 21 Total Share-based Compensation Expense $ 56 $ 48 $ 33 The tax benefit associated with recognized share-based compensation expense was $9 million for 2023, $9 million for 2022 and $6 million for 2021. Restricted Stock Restricted stock, including restricted stock units and performance share units, generally vests (the restrictions lapse) at the end of a three-year period or on a graded basis over a three-year period. The fair value of restricted stock awards is generally based on the market value of an unrestricted share on the grant date adjusted for anticipated dividend yields, if applicable. During 2023 and 2022, the Company granted performance share unit awards that include a specified market condition which can adjust the number of shares that vest under the award. The market condition compares the Company's total shareholder return to that of a designated peer group over the performance period. The performance share unit awards were valued using a Monte Carlo simulation model, which requires certain assumptions, including a risk-free interest rate of 4.0% and 2.1% for 2023 and 2022, respectively, and an expected volatility of 47.1% and 46.3% for 2023 and 2022, respectively. The risk-free interest rate assumption is based on U.S. treasury constant maturity yields on the grant date with a term corresponding to the length of the remaining performance period. Due to the Company's limited trading history, the expected volatility assumption is based on the average historical volatility of the designated peer group. There was no dividend yield utilized in the Monte Carlo simulation model as the Company has not paid any cash dividends since the Separation. As discussed above, restricted stock awards granted to Company employees under the Former Parent's Plan prior to the Separation were converted to shares of the Company's common stock in connection with the Separation. The Converted Awards have the same terms and conditions as the original awards, including the original vesting periods. The following table provides the Company’s restricted stock activity for the fiscal year ended February 3, 2024: Number of Weighted-Average (in thousands) Unvested as of January 28, 2023 3,266 $ 39.98 Granted 2,837 28.60 Vested (1,261) 35.22 Cancelled (479) 38.42 Unvested as of February 3, 2024 4,363 $ 34.25 The weighted-average estimated fair value of restricted stock awards granted was $28.60 per share for 2023, $47.63 per share for 2022 and $56.63 per share for 2021 after the Separation. The Company’s total intrinsic value of restricted stock awards that vested was $35 million for 2023, $118 million for 2022 and $11 million for 2021 after the Separation. The Company’s total fair value at grant date of restricted stock awards that vested was $44 million for 2023, $36 million for 2022 and $3 million for 2021 after the Separation. The tax benefit realized from tax deductions associated with restricted stock awards that vested was $7 million for 2023, $27 million for 2022 and $2 million for 2021 after the Separation. As of February 3, 2024, there was $49 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted stock. That cost is expected to be recognized over a weighted-average period of 1.5 years. Stock Options In connection with the Separation, stock options granted to Company employees under the Former Parent's Plan were converted to awards representing approximately 1.7 million shares of the Company's common stock. No stock options have been granted by the Company subsequent to the Separation. Stock options granted under the Former Parent's Plan have a maximum term of 10 years and generally vest ratably over three |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 109 | $ 348 | $ 646 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Feb. 03, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 03, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Victoria's Secret & Co. 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 approximately 910 stores in the U.S., Canada and China as well as its own websites, www.VictoriasSecret.com, www.PINK.com and www.AdoreMe.com and other digital channels worldwide. Additionally, the Company has more than 460 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 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 6, “Restructuring Activities.” |
Fiscal Year | Fiscal Year |
Basis of Presentation | Basis of Presentation - Consolidated and Combined Financial Statements The Company’s financial statements for periods through the Separation date of August 2, 2021 are combined financial statements prepared on a “carve-out” basis as discussed below. The Company’s financial statements for the period from August 3, 2021 through February 3, 2024 are consolidated financial statements based on the reported results of Victoria's Secret & Co. as a standalone company. The Consolidated and Combined Financial Statements have been prepared in conformity with GAAP. The Consolidated and Combined Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as an independent company during all of the periods presented. Basis of Presentation - Prior to Separation Through the Separation date, the Company's combined financial statements are prepared on a “carve-out” basis. The Combined Financial Statements have been derived from the consolidated financial statements and accounting records of the Former Parent in conformity with GAAP. Intracompany transactions have been eliminated. Transactions between the Company and the Former Parent have been included in these financial statements. For the periods prior to the Separation, certain of the Former Parent's assets and liabilities that were specifically identifiable or otherwise attributable to the Company were included in the Company's balance sheets. For the periods prior to the Separation, the Former Parent's third-party long-term notes payable and the related interest expense were not allocated to the Company as the Company was not the legal obligor of such debt. For the periods prior to the Separation, the Former Parent utilized a centralized approach to cash management and financing its operations. The cash and cash equivalents held by the Former Parent at the corporate level were not specifically identifiable to the Company and, therefore, were not reflected in the Company’s balance sheets. Cash transfers between the Former Parent and the Company were accounted for through Net Investment by Former Parent. Cash and cash equivalents that are included in the Company's balance sheets for the periods prior to the Separation represent cash and cash equivalents held by the Company prior to any potential transfer to the centralized cash management pool of the Former Parent. In addition, for purposes of preparing the combined financial statements on a “carve-out” basis prior to the Separation, a portion of the Former Parent's corporate expenses were allocated to the Company. These expense allocations include the cost of corporate functions and resources provided by, or administered by, the Former Parent including, but not limited to, executive management and other corporate and governance functions, such as corporate finance, internal audit, tax and treasury. The related employee payroll and benefit costs associated with such functions, such as share-based compensation, were included in the expense allocations. Corporate expenses of $49 million in 2021 were allocated and included within General, Administrative and Store Operating Expenses in the 2021 Consolidated and Combined Statement of Income. Costs were allocated to the Company based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net sales. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to, or the benefit received by, the Company during the periods presented. However, the allocations may not reflect the expenses the Company would have incurred if the Company had been a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic or capital decisions. Going forward, the Company may perform these functions using its own resources or outsourced services. For a period following the Separation, however, some of these functions will continue to be provided by the Former Parent under a transition services agreement, and the Company will provide some services to the Former Parent under a transition services agreement. The Company has also entered into certain commercial arrangements with the Former Parent in connection with the Separation. For more information, see Note 3, “Transactions with Former Parent.” During the periods prior to the Separation that are presented in these Consolidated and Combined Financial Statements, the Company's income tax expense (benefit) and deferred tax balances were included in the Former Parent's income tax returns. Income tax expense (benefit) and deferred tax balances contained in these Consolidated and Combined Financial Statements for periods prior to the Separation are presented on a separate return basis, as if the Company had filed its own income tax returns. As a result, actual tax transactions included in the consolidated financial statements of the Former Parent may or may not be included in the Consolidated and Combined Financial Statements of the Company. Similarly, the tax treatment of certain items reflected in the Consolidated and Combined Financial Statements of the Company may or may not be reflected in the consolidated financial statements and income tax returns of the Former Parent. The taxes recorded in the Consolidated and Combined Statements of Income for periods prior to the Separation are not necessarily representative of the taxes that may arise in the future when the Company files its income tax returns independent from the Former Parent's returns. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and Cash Equivalents include cash on hand, demand deposits with financial institutions, credit and debit card receivables and highly liquid investments with original maturities of 90 days or less. As of February 3, 2024, bank overdrafts of $55 million were classified as Accounts Payable in the Consolidated Balance Sheet because the legal right of offset did not exist. 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. |
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 and limits the amount of credit exposure with any one entity. 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 charged against the allowance when it is determined that expected credit losses may occur. |
Inventories | Inventories Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis. The Company records valuation adjustments to its inventories if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience. The Company also records inventory loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory. These estimates are based on management’s analysis of historical results, operating trends and consumer behavior. |
Advertising Costs | Advertising Costs Advertising and marketing costs are expensed at the time the promotion first appears in media, or in the store or when the advertising is mailed. Advertising and marketing costs totaled $454 million for 2023, $344 million for 2022 and $334 million for 2021. |
Property and Equipment | Property and Equipment The Company’s property and equipment are recorded at cost and depreciation is computed on a straight-line basis using the following depreciable life ranges: Category of Property and Equipment Depreciable Life Range Software, including software developed for internal use 3 - 5 years Furniture, fixtures and equipment 3 - 10 years Leasehold improvements Shorter of lease term or 10 years Non-store related building and site improvements 10 - 15 years Other property and equipment 20 years Buildings 30 years When a decision has been made to dispose of property and equipment prior to the end of the previously estimated useful life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life. The Company’s cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in net income. Maintenance and repairs are charged to expense as incurred. Major renewals and betterments that extend useful lives are capitalized. Long-lived store assets, which include leasehold improvements, store related assets and operating lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Store assets are grouped at the lowest level for which they are largely independent of other assets or asset groups. If the estimated undiscounted future cash flows related to the asset group are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, determined by the estimated discounted future cash flows of the asset group. For operating lease assets, the Company determines the fair value of the assets by comparing the contractual rent payments to estimated market rental rates. An individual asset within an asset group is not impaired below its estimated fair value. The fair value of long-lived store assets is determined using Level 3 inputs within the fair value hierarchy. |
Leases and Leasehold Improvements | Leases and Leasehold Improvements The Company leases retail space, office space, warehouse facilities, storage space, equipment and certain other items under operating leases. A substantial portion of the Company’s leases are operating leases for its stores, which generally have an initial term of 10 years. Annual store rent consists of a fixed minimum amount and/or variable rent based on a percentage of sales exceeding a stipulated amount. Store lease terms generally also require additional payments covering certain operating costs such as common area maintenance, utilities, insurance and taxes. Certain leases contain predetermined fixed escalations of minimum rentals or require periodic adjustments of minimum rentals, depending on an index or rate. Additionally, certain leases contain incentives, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property. At the date of control of the leased asset, the Company recognizes an asset for the right to use the leased asset and a liability based on the present value of the unpaid fixed lease payments. Operating lease costs are recognized on a straight-line basis as lease expense over the lease term. Variable lease payments associated with the Company's leases are recognized upon occurrence of the event or circumstance on which the payments are assessed. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the lease term. For leases entered into or reassessed after the adoption of ASC 842, Leases , the Company has elected the practical expedient allowed by the standard to account for all fixed consideration in a lease as a single lease component. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed operating costs such as common area maintenance and utilities. The Company uses its incremental borrowing rate, adjusted for collateral, to determine the present value of its unpaid lease payments. The Company’s store leases often include options to extend the initial term or to terminate the lease prior to the end of the initial term. The exercise of these options is typically at the sole discretion of the Company. These options are included in determining the initial lease term at lease commencement if the Company is reasonably certain to exercise the option. Additionally, the Company may operate stores for a period of time on a month-to-month basis after the expiration of the lease term. The Company also has leasehold improvements which are amortized over the shorter of their estimated useful lives or the period from the date the assets are placed in service to the end of the initial lease term. Leasehold improvements made after the inception of the initial lease term are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured. |
Trade Name | Intangible Assets The Company has certain intangible assets resulting from business combinations and acquisitions that are recorded at cost. The Company has goodwill resulting from the Adore Me acquisition on December 30, 2022. Goodwill is reviewed for impairment at the reporting unit level each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that each reporting unit's fair value is less than its carrying value (including goodwill), or to proceed directly to the quantitative assessment which requires a comparison of the reporting unit's fair value to its carrying value (including goodwill). If the Company determines that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment charge equal to the difference, not to exceed the total amount of goodwill allocated to the reporting unit. The Company's reporting units are determined in accordance with the provisions of ASC 350, Intangibles - Goodwill and Other. The Victoria’s Secret trade name is an intangible asset with an indefinite life. Intangible assets with indefinite lives are reviewed for impairment each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired, or to proceed directly to the quantitative assessment which requires a comparison of the fair value of the intangible asset to its carrying value. To determine if the fair value of the asset is less than its carrying amount, the Company will estimate the fair value, usually determined by the relief from royalty method under the income approach, and compare that value with its carrying amount. If the carrying value of the trade name exceeds its fair value, the Company recognizes an impairment charge equal to the difference. The Company also has definite-lived intangible assets, which includes customer relationships, developed technology and the Adore Me trade name. Definite-lived intangible assets are amortized over their useful lives and are evaluated for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The Company’s resulting translation adjustments are recorded as a component of accumulated other comprehensive income in shareholders’ equity. Accumulated foreign currency translation adjustments are reclassified to net income when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity. |
Fair Value | Fair Value The authoritative guidance included in ASC 820, Fair Value Measurement , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. This authoritative guidance further establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted market prices in active markets for identical assets or liabilities. • Level 2—Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company estimates the fair value of financial instruments, property and equipment, goodwill, trade names, other intangible assets and contingent consideration in accordance with the provisions of ASC 820 . The recorded amounts for cash and cash equivalents, accounts receivable, prepaid expenses, other current assets and current liabilities approximate fair value due to the short-term nature of these assets and liabilities. Derivative Financial Instruments The Company from time to time uses derivative financial instruments to manage exposure to foreign currency exchange rates. The Company does not use derivative instruments for trading purposes. All derivative instruments are recorded on the Consolidated Balance Sheets at fair value. The earnings of the Company's foreign operations are subject to exchange rate risk as substantially all the merchandise is sourced through U.S. dollar transactions. The Company from time to time utilizes foreign currency forward contracts designated as cash flow hedges to mitigate this foreign currency exposure. Amounts for these designated cash flow hedges are reclassified from Accumulated Other Comprehensive Income upon sale of the hedged merchandise to the customer. These gains and losses are recognized in Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income. During the second quarter of 2021, the Company terminated its foreign currency forward contracts designated as cash flow hedges that were used to mitigate foreign currency exposure for its Canadian operations. The fair value of designated cash flow hedges is not significant for any period presented. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, taxes currently payable or refundable are accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for realizable operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Company’s Consolidated and Combined Statement of Income in the period that includes the enactment date. The Company treats the global intangible low-taxed income provision enacted as part of the U.S. Tax Cuts and Jobs Act as a current period expense. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. In determining the Company’s provision for income taxes, the Company considers permanent differences between book and tax income and statutory income tax rates. The Company’s effective income tax rate is affected by items including changes in tax law, the tax jurisdiction of new stores or business ventures and the level of earnings. The Company follows a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may differ from forecasted outcomes. The Company's policy is to include interest and penalties related to uncertain tax positions in income tax expense. The Company’s income tax returns, like those of most companies, are periodically audited by domestic and foreign tax authorities. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. A number of years may elapse before a particular matter for which the Company has established an accrual is audited and fully resolved or clarified. The Company adjusts its tax contingencies accrual and income tax provision in the period in which matters are effectively settled with tax authorities at amounts different from its established accrual, when the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. The Company includes its tax contingencies accrual, including accrued penalties and interest, in Other Long-term Liabilities on the Consolidated Balance Sheets unless the liability is expected to be paid within one year. Changes to the tax contingencies accrual, including accrued penalties and interest, are included in Provision for Income Taxes on the Consolidated and Combined Statements of Income. |
Self-Insurance | Self-Insurance The Company is self-insured for medical, workers’ compensation, property, general liability and automobile liability up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (“IBNR”) claims. IBNR claims are estimated using historical claim information and actuarial estimates. |
Equity Method Investments | 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 and Combined Statements of Income, 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 and Combined Statements of Income. 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. |
Net Investment By Former Parent | Net Investment by Former Parent Net Investment by Former Parent represents the Former Parent's historical investment in the Company, the accumulated net earnings after taxes and the net effect of the transactions with and allocations from the Former Parent. All transactions reflected in Net Investment by Former Parent have been considered as financing activities for purposes of the Consolidated and Combined Statements of Cash Flows. |
Noncontrolling Interest | 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 and Combined 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 and Combined Statements of Income. Noncontrolling interest represents the portion of equity interests in a joint venture that operates the business in China that is not owned by the Company. |
Share-based Compensation | Share-based Compensation Prior to the Separation, certain Company employees participated in the share-based compensation plans sponsored by the Former Parent. The Former Parent's share-based compensation awards granted to the employees of the Company consisted of the Former Parent's stock options and restricted stock. As such, prior to the Separation, the awards granted to Company employees are reflected in Net Investment by Former Parent within the Consolidated and Combined Statements of Equity at the time they were expensed. Prior to the Separation, the Consolidated and Combined Statements of Income also include an allocation of the Former Parent's corporate and shared employee share-based compensation expenses. The Company recognizes all share-based payments to employees and directors as compensation cost over the service period based on their estimated fair value on the date of grant. The Company estimates award forfeitures at the time awards are granted and adjusts, if necessary, in subsequent periods based on historical experience and expected future forfeitures. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue based on the amount it expects to receive when control of the goods or services is transferred to the customer. The Company recognizes sales upon customer receipt of merchandise, which, for direct channel revenues, reflect an estimate of shipments that have not yet been received by the customer based on shipping terms and historical delivery times. The Company’s shipping and handling revenues are included in Net Sales with the related costs included in Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income. The Company also provides a reserve for projected merchandise returns based on historical experience. Net Sales exclude sales and other similar taxes collected from customers. The Company offers certain loyalty programs that allow customers to earn points based on purchasing activity. As customers accumulate points and reach point thresholds, they can use the points to purchase merchandise in stores or online. The Company allocates revenue to points earned on qualifying purchases and defers recognition until the points are redeemed. The amount of revenue deferred is based on the relative stand-alone selling price method, which includes an estimate for value of points redeemed and an estimate for points not expected to be redeemed based on historical experience. The Company sells gift cards with no expiration dates to customers. The Company does not charge administrative fees on unused gift cards. The Company recognizes revenue from gift cards when they are redeemed by the customer. In addition, the Company recognizes revenue on unredeemed gift cards where the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage). Gift card breakage revenue is recognized in proportion, and over the same period, as actual gift card redemptions. The Company determines the gift card breakage rate based on historical redemption patterns. Gift card breakage is included in Net Sales in the Consolidated and Combined Statements of Income. Revenue earned in connection with the Company's credit card arrangements is primarily recognized based on credit card sales and usage and is included in Net Sales in the Consolidated and Combined Statements of Income. The Company also recognizes revenues associated with franchise, license, wholesale and sourcing arrangements. Revenue recognized under franchise and license arrangements generally consists of royalties earned and recognized upon sale of merchandise by franchise and license partners to retail customers. Revenue is generally recognized under wholesale and sourcing arrangements at the time the title of merchandise passes to the partner. |
Costs of Goods Sold, Buying and Occupancy | Costs of Goods Sold, Buying and Occupancy The Company’s costs of goods sold include merchandise costs, net of discounts and allowances, freight and inventory shrinkage. The Company’s buying and occupancy expenses primarily include payroll, benefit costs and operating expenses for its buying departments and distribution network, as well as rent, common area maintenance, real estate taxes, utilities, maintenance, fulfillment expenses and depreciation for the Company’s stores, warehouse facilities and equipment. |
General, Administrative and Store Operating Expenses | General, Administrative and Store Operating Expenses The Company’s general, administrative and store operating expenses primarily include payroll and benefit costs for its store-selling and administrative departments (including corporate functions), marketing, advertising and other operating expenses not specifically categorized elsewhere in the Consolidated and Combined Statements of Income. |
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 U.S. 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 and Reporting Pronouncements The Company did not adopt any new accounting standards during 2023 that had a material impact on the Company’s results of operations, financial position or cash flows. SEC Climate-Related Disclosures In March 2024, the SEC adopted rules intended to enhance and standardize climate-related disclosures in registration statements and annual reports. The new rules will require disclosure of material climate-related risks, including disclosure of Board of Directors' oversight and risk management activities, the material impacts of these risks to the Company and the quantification of material impacts to the Company as a result of severe weather events and other natural conditions. The rules also require disclosure of material greenhouse gas emissions and any material climate-related targets and goals. The new rules will be effective for annual reporting periods beginning in fiscal year 2025, except for the greenhouse gas emissions disclosures which will be effective for annual reporting periods beginning in fiscal year 2026. The Company is currently evaluating the impact of these new rules. Income Taxes In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision-usefulness of income tax disclosures, primarily by requiring enhanced disclosure for income taxes paid and the effective tax rate reconciliation. This standard will be effective for annual reporting periods beginning in fiscal year 2025 and for interim periods beginning in fiscal year 2026, with early adoption permitted. The updates required by this standard should be applied prospectively, but retroactive application is permitted. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows. Segment Reporting In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting , including the significant segment expense disclosures. This standard will be effective for annual reporting periods beginning in fiscal year 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted. The updates required by this standard should be applied retrospectively to all periods presented in the financial statements. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows. |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Accounting Policies [Abstract] | |
Depreciable Life Range of Property Plant and Equipment | The Company’s property and equipment are recorded at cost and depreciation is computed on a straight-line basis using the following depreciable life ranges: Category of Property and Equipment Depreciable Life Range Software, including software developed for internal use 3 - 5 years Furniture, fixtures and equipment 3 - 10 years Leasehold improvements Shorter of lease term or 10 years Non-store related building and site improvements 10 - 15 years Other property and equipment 20 years Buildings 30 years |
Adore Me Acquisition (Tables)
Adore Me Acquisition (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, Preliminary Purchase Price Allocation | The following is the final purchase price allocation of assets acquired and liabilities assumed related to the Adore Me acquisition: Initial Allocation Measurement Period Adjustments Final Allocation (in millions) Accounts Receivable $ 1 $ (1) $ — Inventories 105 — 105 Other Current Assets 7 1 8 Property and Equipment, Net 12 — 12 Operating Lease Assets 5 — 5 Goodwill 365 2 367 Trade Name 43 — 43 Other Intangible Assets 137 — 137 Other Assets 1 — 1 Accounts Payable 17 — 17 Accrued Expenses and Other 88 2 90 Current Operating Lease Liabilities 2 — 2 Deferred Income Tax Liabilities 21 (3) 18 Long-term Operating Lease Liabilities 3 — 3 Other Long-term Liabilities 8 4 12 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 fair values and respective useful lives: Useful Life 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 |
Business Acquisition, Pro Forma Information | The following pro forma results include adjustments to reflect acquisition-related costs, amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of inventories. 2022 2021 (in millions) Net Sales $ 6,595 $ 6,996 Net Income Attributable to Victoria's Secret & Co. 330 544 |
Transactions with Former Pare_2
Transactions with Former Parent (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Net Transfers from (to) Former Parent | The following table presents the components of Net Transfers from (to) Former Parent prior to the Separation in the 2021 Consolidated and Combined Statement of Equity: 2021 (in millions) Cash Pooling and General Financing Activities, Net $ (172) Long-lived Assets (a) 16 Corporate Expense Allocations 49 Share-based Compensation Expense 15 Assumed Income Tax Payments 15 Cash Payment to Former Parent (976) Total Net Transfers to Former Parent $ (1,053) _______________ (a) Represents long-lived assets transferred between the Company and the Former Parent as a result of asset allocation decisions made during the period. |
Schedule Of Spinoff Transactions | The following table summarizes the recognized consideration and costs pursuant to the transition services agreements for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Consideration Received $ 29 $ 72 $ 55 Costs Recognized 43 74 42 The following table summarizes the recognized costs pursuant to the Domestic Transportation Services Agreement for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Costs Recognized $ 78 $ 91 $ 46 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Disaggregation of Revenue | The following table provides a disaggregation of Net Sales for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Stores — North America (a) $ 3,480 $ 3,909 $ 4,194 Direct (a) 2,015 1,843 2,114 International (b) 687 592 477 Total Net Sales $ 6,182 $ 6,344 $ 6,785 _______________ (a) Results in 2023 include Adore Me sales. (b) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share Computation | The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings per share for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Common Shares 78 82 88 Treasury Shares — — — Basic Shares 78 82 88 Effect of Dilutive Awards 1 2 2 Diluted Shares 79 84 90 Anti-dilutive Awards (a) 2 1 — ________________ (a) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Inventory, Net [Abstract] | |
Summary of Inventories | The following table provides details of Inventories as of February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Finished Goods Merchandise $ 929 $ 997 Raw Materials and Merchandise Components 56 55 Total Inventories $ 985 $ 1,052 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | The following table provides details of Property and Equipment, Net as of February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Land and Improvements $ 28 $ 28 Buildings and Improvements 218 219 Furniture, Fixtures, Software and Equipment 2,308 2,394 Leasehold Improvements 1,036 1,018 Construction in Progress 26 57 Total 3,616 3,716 Accumulated Depreciation and Amortization (2,773) (2,870) Property and Equipment, Net $ 843 $ 846 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Leases [Abstract] | |
Schedule of Lease Cost | The following table provides the components of lease cost for operating leases for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Operating Lease Costs $ 393 $ 385 $ 399 Variable Lease Costs 92 76 63 Short-term Lease Costs 14 13 6 Total Lease Cost $ 499 $ 474 $ 468 |
Schedule of Future Maturities of Operating Lease Liabilities | The following table provides future maturities of operating lease liabilities as of February 3, 2024: Fiscal Year (in millions) 2024 $ 359 2025 338 2026 273 2027 214 2028 177 Thereafter 641 Total Lease Payments $ 2,002 Less: Interest (423) Present Value of Operating Lease Liabilities $ 1,579 |
Schedule of Supplemental Information Related to Leases | The following table provides the weighted-average remaining lease term and discount rate for operating leases with lease liabilities as of February 3, 2024 and January 28, 2023: February 3, January 28, Weighted-Average Remaining Lease Term (years) 7.0 6.6 Weighted-Average Discount Rate 6.6% 6.1% |
Intangible Assets, Goodwill and
Intangible Assets, Goodwill and Other (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-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 February 3, 2024 and January 28, 2023: February 3, 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 $ (12) $ — Developed Technology (9) — Adore Me Trade Name (4) — Total Accumulated Amortization (25) — Total Definite-Lived Intangible Assets $ 155 $ 180 |
Schedule of Goodwill | The following table shows the change in the carrying value of Goodwill: (in millions) Balance as of January 28, 2023 $ 365 Adjustments (a) 2 Balance as of February 3, 2024 $ 367 |
Accrued Expenses and Other (Tab
Accrued Expenses and Other (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Liabilities | The following table provides additional information about the composition of Accrued Expenses and Other as of February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Deferred Revenue on Gift Cards and Merchandise Credits $ 239 $ 238 Compensation, Payroll Taxes and Benefits 135 105 Fixed Payment Related to Adore Me Acquisition 76 — Contingent Consideration Related to Adore Me Acquisition 74 30 Deferred Revenue on Loyalty and Credit Card Programs 45 40 Taxes, Other than Income 43 40 Accrued Marketing 39 37 Returns Reserve 16 22 Accrued Freight and Other Logistics 12 16 Deferred Revenue on Direct Shipments Not Yet Delivered 11 13 Accrued Claims on Self-insured Activities 11 8 Accrued Interest 9 7 Rent 6 63 Other 94 118 Total Accrued Expenses and Other $ 810 $ 737 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | The following table provides the components of the Company’s Provision for Income Taxes for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Current: U.S. Federal $ 19 $ 67 $ 129 U.S. State 10 22 44 Non-U.S. 18 18 23 Total 47 107 196 Deferred: U.S. Federal (14) (20) 6 U.S. State (2) (4) (4) Non-U.S. — (4) (1) Total (16) (28) 1 Provision for Income Taxes $ 31 $ 79 $ 197 |
Reconciliation of the Statutory Federal Income Tax Rate and the Effective Tax Rate | The following table provides the reconciliation between the statutory federal income tax rate and the effective tax rate for 2023, 2022 and 2021: 2023 2022 2021 Federal Income Tax Rate 21.0 % 21.0 % 21.0 % State Income Taxes, Net of Federal Income Tax Effect 3.1 % 3.9 % 4.3 % Foreign Rate Differential (9.1 %) (3.4 %) (1.8 %) Impact of Non-U.S. Operations 1.4 % 1.8 % 0.9 % Share-based Compensation 1.1 % (4.6 %) (1.2 %) Uncertain Tax Positions 0.7 % 0.2 % (0.2 %) Change in Valuation Allowance (0.9 %) (0.1 %) — % U.S. Permanent Items 1.7 % 0.3 % 0.1 % Adore Me Contingent Compensation 3.3 % — % — % Restructuring of Foreign Investments — % — % 0.2 % Other Items, Net (0.9 %) (0.1 %) — % Effective Tax Rate 21.4 % 19.0 % 23.3 % |
Effect of Temporary Differences that Cause Deferred Income Taxes | The following table provides the effect of temporary differences that cause deferred income taxes as of February 3, 2024 and January 28, 2023. Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carryforwards at the end of the respective year. February 3, 2024 January 28, 2023 Assets Liabilities Total Assets Liabilities Total (in millions) Loss Carryforwards $ 130 $ — $ 130 $ 133 $ — $ 133 Leases 359 (319) 40 354 (309) 45 Deferred Revenue 51 — 51 43 — 43 Accrued Expenses 35 — 35 39 — 39 Share-based Compensation 12 — 12 12 — 12 Trade Name and Other Intangibles — (97) (97) — (100) (100) Property and Equipment — (57) (57) — (58) (58) Other 26 (11) 15 15 (11) 4 Valuation Allowance (146) — (146) (153) — (153) Total Deferred Income Taxes $ 467 $ (484) $ (17) $ 443 $ (478) $ (35) |
Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits for U.S. federal, state and non-U.S. tax jurisdictions for 2023, 2022 and 2021, without interest and penalties: 2023 2022 2021 (in millions) Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year $ 31 $ 10 $ 126 Decreases to Unrecognized Tax Benefits Transferred to Former Parent — — (126) Increases to Unrecognized Tax Benefits as a Result of Current Year Activity 9 10 10 Increases to Unrecognized Tax Benefits for Prior Years, Including Acquisitions 13 11 — Decreases to Unrecognized Tax Benefits for Prior Years (15) — — Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year $ 38 $ 31 $ 10 |
Long-term Debt and Borrowing _2
Long-term Debt and Borrowing Facilities (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Long-Term Debt, by Current and Noncurrent [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 February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Senior Secured Debt with Subsidiary Guarantee $391 million Term Loan due August 2028 (“Term Loan Facility”) $ 385 $ 387 Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) 145 295 Total Senior Secured Debt with Subsidiary Guarantee 530 682 Senior Debt with Subsidiary Guarantee $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) 594 593 Total Senior Debt with Subsidiary Guarantee 594 593 Total 1,124 1,275 Current Debt (4) (4) Total Long-term Debt, Net of Current Portion $ 1,120 $ 1,271 |
Schedule of Principal Payments Due on Long-term Debt | The following table provides principal payments due on outstanding debt in the next five fiscal years and the remaining years thereafter: Fiscal Year (in millions) 2024 $ 4 2025 4 2026 149 2027 4 2028 375 Thereafter $ 600 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Fair Value Measurements [Abstract] | |
Carrying Value And Fair Value Of Long Term Debt, Disclosure | The following table provides a summary of the principal value and estimated fair value of outstanding debt as of February 3, 2024 and January 28, 2023: February 3, January 28, (in millions) Principal Value $ 991 $ 995 Fair Value, Estimated (a) 897 894 ________________ (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 table provides a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of February 3, 2024 and January 28, 2023 (in millions): Balance Sheet Location February 3, Level 1 Level 2 Level 3 Accrued Expenses and Other $ 74 $ — $ — $ 74 Other Long-term Liabilities 18 — — 18 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 and Combined Statements of Income. For additional information regarding the contingent consideration, see Note 2, “Acquisition.” |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Comprehensive Income Loss | |
Components of Accumulated Other Comprehensive Income (Loss) | The following table provides the rollforward of accumulated other comprehensive income for 2023: Foreign Currency Translation Accumulated Other Comprehensive Income (in millions) Balance as of January 28, 2023 $ 1 $ 1 Other Comprehensive Loss Before Reclassifications (1) (1) Tax Effect — — Current-period Other Comprehensive Loss (1) (1) Balance as of February 3, 2024 $ — $ — The following table provides the rollforward of accumulated other comprehensive income for 2022: Foreign Currency Translation Accumulated Other Comprehensive Income (in millions) Balance as of January 29, 2022 $ 5 $ 5 Other Comprehensive Loss Before Reclassifications (7) (7) Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital 3 3 Tax Effect — — Current-period Other Comprehensive Loss (4) (4) Balance as of January 28, 2023 $ 1 $ 1 The following table provides the rollforward of accumulated other comprehensive income for 2021: Foreign Currency Translation Accumulated Other Comprehensive Income (in millions) Balance as of January 30, 2021 $ 4 $ 4 Other Comprehensive Income Before Reclassifications 1 1 Tax Effect — — Current-period Other Comprehensive Income 1 1 Balance as of January 29, 2022 $ 5 $ 5 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended | |
Feb. 03, 2024 | Jan. 28, 2023 | |
Stockholders' Equity Note [Abstract] | ||
Schedule Of Repurchase Of Common Stock | The Company repurchased the following shares of its common stock under the January 2023 Share Repurchase Program during 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 2022: Amount Authorized Shares Repurchased Amount Repurchased Average Stock Price (in millions) (in thousands) (in millions) March 2022 Share Repurchase Program $ 250 5,985 $ 250 $ 41.77 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Feb. 03, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation Expense | The following table provides share-based compensation expense included in the Consolidated and Combined Statements of Income for 2023, 2022 and 2021: 2023 2022 2021 (in millions) Costs of Goods Sold, Buying and Occupancy $ 17 $ 18 $ 12 General, Administrative and Store Operating Expenses 39 30 21 Total Share-based Compensation Expense $ 56 $ 48 $ 33 |
Restricted Stock Activity | The following table provides the Company’s restricted stock activity for the fiscal year ended February 3, 2024: Number of Weighted-Average (in thousands) Unvested as of January 28, 2023 3,266 $ 39.98 Granted 2,837 28.60 Vested (1,261) 35.22 Cancelled (479) 38.42 Unvested as of February 3, 2024 4,363 $ 34.25 |
Description of Business, Basi_4
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Mar. 25, 2022 USD ($) | May 31, 2023 shares | Feb. 28, 2023 USD ($) | Feb. 03, 2024 USD ($) store country shares | Jan. 28, 2023 USD ($) | Jan. 29, 2022 USD ($) | Jul. 30, 2022 associate | Aug. 03, 2021 | Aug. 02, 2021 USD ($) shares | |
Spinoff Transactions [Line Items] | |||||||||
Number of countries in which entity operates (more than) | country | 70 | ||||||||
Number of home office management roles eliminated | associate | 160 | ||||||||
Percentage of home office management roles eliminated | 5% | ||||||||
Maturity of short term investments, maximum, in days | 90 days | ||||||||
Advertising expense | $ 454 | $ 344 | $ 334 | ||||||
Equity method investment carrying value | $ 60 | 56 | |||||||
Lessee, operating lease, term of contract | 10 years | ||||||||
Payments to Acquire Equity Method Investments | $ 0 | 18 | 0 | ||||||
Supplier Finance Program, Obligation, Current | $ 183 | $ 213 | |||||||
Supplier Finance Program, Obligation, Current, Statement of Financial Position [Extensible Enumeration] | Accounts Payable | ||||||||
Bank Overdrafts Reclassified As Accounts Payable | $ 55 | ||||||||
Inflation reduction act, increase in treasury stock due to excise tax liability recorded | $ 1 | ||||||||
February 2023 ASR Program | |||||||||
Spinoff Transactions [Line Items] | |||||||||
Stock repurchased and retired during period (in shares) | shares | 1,300,000 | 3,700,000 | |||||||
Adore Me | |||||||||
Spinoff Transactions [Line Items] | |||||||||
Reporting lag | 1 month | ||||||||
Frankies Bikinis, LLC | |||||||||
Spinoff Transactions [Line Items] | |||||||||
Payments to Acquire Equity Method Investments | $ 18 | ||||||||
Victoria's Secret Co. | Former Parent | |||||||||
Spinoff Transactions [Line Items] | |||||||||
Joint venture, percentage owned by parent | 0% | ||||||||
Former Parent | |||||||||
Spinoff Transactions [Line Items] | |||||||||
Spinoff transaction, common stock distributed, percentage | 100% | ||||||||
Spinoff transaction, shares of parent exchanged for each share of company | shares | 3 | ||||||||
Spinoff transaction, cash payment to parent | $ 976 | ||||||||
Allocation of selling, general and administrative expenses from former parent | $ 49 | ||||||||
Sales Channel, Directly | |||||||||
Spinoff Transactions [Line Items] | |||||||||
Number of stores (more than) | store | 910 | ||||||||
Sales Channel, Through Intermediary | |||||||||
Spinoff Transactions [Line Items] | |||||||||
Number of stores (more than) | store | 460 |
Description of Business, Basi_5
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Depreciable Life Range of Property Plant and Equipment (Details) | Feb. 03, 2024 |
Software, including software developed for internal use | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 3 years |
Software, including software developed for internal use | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 5 years |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 3 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 10 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 10 years |
Non-store related building and site improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 10 years |
Non-store related building and site improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 15 years |
Other property and equipment | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 20 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Depreciable life range | 30 years |
Adore Me Acquisition - Narrativ
Adore Me Acquisition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 30, 2022 | Jul. 29, 2023 | Feb. 03, 2024 | Jan. 28, 2023 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2 | |||
Adore Me | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests 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 | |||
Fixed Payment Related to Adore Me Acquisition | 70 | 76 | $ 0 | |
Business combination working capital settlement | $ 1 | |||
Business combination, consideration transferred, net of cash acquired, adjusted | $ 536 | |||
Acquisition related costs | $ 15 | |||
Other Long-term Liabilities | 4 | |||
Deferred income tax liabilities | 3 | |||
Goodwill | 2 | |||
Accrued Expenses and Other | 2 | |||
Other Current Assets | 1 | |||
Accounts receivable | $ 1 | |||
Useful Life | 7 years 4 months 24 days | |||
Reporting lag | 1 month | |||
Business combination purchase accounting items and additional acquisition related costs | $ 75 | |||
Adore Me | Other Long-term Liabilities | ||||
Business Acquisition [Line Items] | ||||
Fixed Payment Related to Adore Me Acquisition | $ 71 | |||
Adore Me | Accrued Liabilities | ||||
Business Acquisition [Line Items] | ||||
Fixed Payment Related to Adore Me Acquisition | 76 | |||
Adore Me | Costs of Goods Sold, Buying and Occupancy | ||||
Business Acquisition [Line Items] | ||||
Business combination purchase accounting items and additional acquisition related costs | 29 | |||
Adore Me | General, Administrative and Store Operating Expenses | ||||
Business Acquisition [Line Items] | ||||
Business combination purchase accounting items and additional acquisition related costs | 41 | |||
Adore Me | Interest Expense | ||||
Business Acquisition [Line Items] | ||||
Business combination purchase accounting items and additional acquisition related costs | $ 5 | |||
Adore Me | Minimum | ||||
Business Acquisition [Line Items] | ||||
Business combination, additional cash consideration | $ 80 | |||
Adore Me | Maximum | ||||
Business Acquisition [Line Items] | ||||
Business combination, additional cash consideration | 300 | |||
Business combination, contingent compensation payments | $ 60 |
Adore Me Acquisition - Schedule
Adore Me Acquisition - Schedule of Preliminary Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Dec. 30, 2022 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 367 | $ 365 | |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Goodwill | 2 | ||
Adore Me | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Accounts Receivable | 0 | $ 1 | |
Inventories | 105 | 105 | |
Other Current Assets | 8 | 7 | |
Property and Equipment, Net | 12 | 12 | |
Operating Lease Assets | 5 | 5 | |
Goodwill | 367 | 365 | |
Other Assets | 1 | 1 | |
Accounts Payable | 17 | 17 | |
Accrued Expenses and Other | 90 | 88 | |
Current Operating Lease Liabilities | 2 | 2 | |
Deferred Income Tax Liabilities | 18 | 21 | |
Long-term Operating Lease Liabilities | 3 | 3 | |
Other Long-term Liabilities | 12 | 8 | |
Net Assets Acquired and Liabilities Assumed | 536 | 537 | |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||
Accounts Receivable | (1) | ||
Other Current Assets | 1 | ||
Goodwill | 2 | ||
Accrued Expenses and Other | 2 | ||
Deferred Income Tax Liabilities | (3) | ||
Other Long-term Liabilities | 4 | ||
Net Assets Acquired and Liabilities Assumed | (1) | ||
Adore Me | Trade Name | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Intangible Assets | 43 | 43 | |
Adore Me | Other Intangible Assets | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Intangible Assets | $ 137 | $ 137 |
Adore Me Acquisition - Schedu_2
Adore Me Acquisition - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Adore Me $ in Millions | Dec. 30, 2022 USD ($) |
Business Acquisition [Line Items] | |
Useful Life | 7 years 4 months 24 days |
Fair Value | $ 180 |
Customer Relationships | |
Business Acquisition [Line Items] | |
Useful Life | 7 years |
Fair Value | $ 81 |
Developed Technology | |
Business Acquisition [Line Items] | |
Useful Life | 6 years |
Fair Value | $ 56 |
Trade Name | |
Business Acquisition [Line Items] | |
Useful Life | 10 years |
Fair Value | $ 43 |
Adore Me Acquisition - Business
Adore Me Acquisition - Business Acquisition, Pro Forma Information (Details) - Adore Me - USD ($) $ in Millions | 12 Months Ended | |
Jan. 28, 2023 | Jan. 29, 2022 | |
Business Acquisition [Line Items] | ||
Net Sales | $ 6,595 | $ 6,996 |
Net Income Attributable to Victoria's Secret & Co. | $ 330 | $ 544 |
Transactions with Former Pare_3
Transactions with Former Parent - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | Aug. 02, 2021 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 99 | $ 60 | $ 27 | |
Share-based payment award, award converted from former parent (in shares) | 6 |
Transactions with Former Pare_4
Transactions with Former Parent - Schedule of Net Transfers from (to) Former Parent (Details) $ in Millions | 12 Months Ended |
Jan. 29, 2022 USD ($) | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | $ (1,053) |
Former Parent | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | (1,053) |
Former Parent | Cash Pooling and General Financing Activities, Net | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | (172) |
Former Parent | Long-lived Assets | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | 16 |
Former Parent | Corporate Expense Allocations | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | 49 |
Former Parent | Share-based Compensation Expense | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | 15 |
Former Parent | Assumed Income Tax Payments | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | 15 |
Former Parent | Cash Payment to Former Parent | |
Transaction With Former Parent [Line Items] | |
Total Net Transfers to Former Parent | $ (976) |
Transactions with Former Pare_5
Transactions with Former Parent - Schedule of Spinoff Transactions (Details) - Former Parent - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Schedule Of Transaction With Former Parent [Line Items] | |||
Transition service consideration | $ 29 | $ 72 | $ 55 |
Transition service cost | 43 | 74 | 42 |
Domestic transportation services cost | $ 78 | $ 91 | $ 46 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Accounts receivable, net from revenue-generating activities | $ 103 | $ 101 | |
Contract with customer, liability | 310 | 309 | |
Contract with customer, liability, revenue recognized | 134 | ||
Net sale | $ 6,182 | 6,344 | $ 6,785 |
Minimum | |||
Account receivable, payment term | 60 days | ||
Maximum | |||
Account receivable, payment term | 90 days | ||
U.S. Private Label Credit Card Arrangement | |||
Net sale | $ 95 | 123 | 132 |
Sales Channel, Net Sale Outside Of The U.S. | |||
Net sale | 910 | $ 830 | $ 736 |
Accrued Liabilities | |||
Contract with customer, liability | 295 | ||
Other Long-term Liabilities | |||
Contract with customer, liability | $ 15 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Net Sales | $ 6,182 | $ 6,344 | $ 6,785 |
Stores — North America (a) | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 3,480 | 3,909 | 4,194 |
Sales Channel, Directly | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 2,015 | 1,843 | 2,114 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | $ 687 | $ 592 | $ 477 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - shares | Feb. 03, 2024 | Jan. 28, 2023 | Aug. 03, 2021 | Aug. 02, 2021 |
Spinoff Transactions [Line Items] | ||||
Common Stock, shares outstanding (in shares) | 78,000,000 | 80,000,000 | 88,000,000 | |
Former Parent | ||||
Spinoff Transactions [Line Items] | ||||
Spinoff transaction, common stock distributed, percentage | 100% | |||
Spinoff transaction, shares of parent exchanged for each share of company | 3 |
Earnings (Loss) Per Share - Sha
Earnings (Loss) Per Share - Shares Utilized for the Calculation of Basic and Diluted Earnings per Share (Details) - shares shares in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Weighted-average Common Shares: | |||
Common Shares (in shares) | 78 | 82 | 88 |
Treasury Shares (in shares) | 0 | 0 | 0 |
Basic Shares (in shares) | 78 | 82 | 88 |
Effect of Dilutive Options and Restricted Stock (in shares) | 1 | 2 | 2 |
Diluted Shares (in shares) | 79 | 84 | 90 |
Anti-dilutive Options and Awards (in shares) | 2 | 1 | 0 |
Restructuring (Details)
Restructuring (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Apr. 30, 2022 USD ($) | Apr. 29, 2023 USD ($) | Jan. 28, 2023 USD ($) | Feb. 03, 2024 USD ($) | Jan. 28, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 11 | $ 35 | |||
Payments for restructuring | $ 16 | $ 18 | |||
Proceeds from divestiture of interest in consolidated subsidiaries | $ 45 | ||||
Restructuring reserve | $ 5 | ||||
Selling, General and Administrative Expenses [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 8 | 21 | |||
Cost of Goods Sold, Buying and Occupancy | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 3 | $ 14 | |||
Victoria's Secret China | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Joint venture, expected percentage owned by parent | 0.51 | ||||
Payments to Acquire Interest in Joint Venture | $ 10 | ||||
Victoria's Secret China | Regina Miracle | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Joint venture, expected percentage owned by noncontrolling owners | 0.49 | ||||
Regina Miracle | Victoria's Secret China | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments to Acquire Interest in Joint Venture | $ 10 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 |
Inventory, Net [Abstract] | ||
Finished Goods Merchandise | $ 929 | $ 997 |
Raw Materials and Merchandise Components | 56 | 55 |
Total Inventories | $ 985 | $ 1,052 |
Long-Lived Assets - Details of
Long-Lived Assets - Details of Property and Equipment, Net (Details) - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 |
Property, Plant and Equipment [Abstract] | ||
Land and Improvements | $ 28 | $ 28 |
Buildings and Improvements | 218 | 219 |
Furniture, Fixtures, Software and Equipment | 2,308 | 2,394 |
Leasehold Improvements | 1,036 | 1,018 |
Construction in Progress | 26 | 57 |
Total | 3,616 | 3,716 |
Accumulated Depreciation and Amortization | (2,773) | (2,870) |
Property and Equipment, Net | $ 843 | $ 846 |
Long-Lived Assets - Narrative (
Long-Lived Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and Amortization of Long-lived Assets | $ 259 | $ 274 | $ 303 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Leases [Abstract] | |||
Operating Lease Costs | $ 393 | $ 385 | $ 399 |
Variable Lease Costs | 92 | 76 | 63 |
Short-term Lease Costs | 14 | 13 | 6 |
Total Lease Cost | $ 499 | $ 474 | $ 468 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Leases [Abstract] | |||
Decreased rent due to executed amendment | $ 31 | ||
Additional operating lease commitments not yet commenced | $ 120 | ||
Operating lease, payments | 406 | $ 423 | 497 |
Right-of-use asset obtained in exchange for operating lease liability | 392 | 160 | $ 120 |
Asset retirement obligation | $ 8 | $ 12 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Millions | Feb. 03, 2024 USD ($) |
Leases [Abstract] | |
2024 | $ 359 |
2025 | 338 |
2026 | 273 |
2027 | 214 |
2028 | 177 |
Thereafter | 641 |
Total Lease Payments | 2,002 |
Less: Interest | (423) |
Present Value of Operating Lease Liabilities | $ 1,579 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Feb. 03, 2024 | Jan. 28, 2023 |
Leases [Abstract] | ||
Weighted-Average Remaining Lease Term (years) | 7 years | 6 years 7 months 6 days |
Weighted-Average Discount Rate | 6.60% | 6.10% |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Change in Goodwill (Details) $ in Millions | 12 Months Ended |
Feb. 03, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 365 |
Adjustments | 2 |
Goodwill, Ending Balance | $ 367 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Goodwill, Trade Names and Other Intangible Assets, Net [Abstract] | |||
Goodwill | $ 367 | $ 365 | |
Amortization of Intangible Assets | 25 | 0 | $ 0 |
Finite-lived intangible asset, expected amortization, year one | 25 | ||
Finite-lived intangible asset, expected amortization, year two | 25 | ||
Finite-lived intangible asset, expected amortization, year three | 25 | ||
Finite-lived intangible asset, expected amortization, year four | 25 | ||
Finite-lived intangible asset, expected amortization, year five | 25 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Trade Names | 284 | 289 | |
Amortization of Intangible Assets | 25 | 0 | $ 0 |
Victoria's Secret Trade Names, Excluding Adore Me | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trade Names | $ 246 | $ 246 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Total Definite-Lived Intangible Assets | $ 180 | $ 180 |
Finite-Lived Intangible Assets, Accumulated Amortization | (25) | 0 |
Finite-Lived Intangible Assets, Net | 155 | 180 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Definite-Lived Intangible Assets | 81 | 81 |
Finite-Lived Intangible Assets, Accumulated Amortization | (12) | 0 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Definite-Lived Intangible Assets | 56 | 56 |
Finite-Lived Intangible Assets, Accumulated Amortization | (9) | 0 |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Definite-Lived Intangible Assets | 43 | 43 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (4) | $ 0 |
Accrued Expenses and Other (Det
Accrued Expenses and Other (Details) - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 | Dec. 30, 2022 |
Disaggregation of Revenue [Line Items] | |||
Compensation, Payroll Taxes and Benefits | $ 135 | $ 105 | |
Taxes, Other than Income | 43 | 40 | |
Accrued Marketing | 39 | 37 | |
Returns Reserve | 16 | 22 | |
Accrued Freight and Other Logistics | 12 | 16 | |
Accrued Claims on Self-insured Activities | 11 | 8 | |
Accrued Interest | 9 | 7 | |
Rent | 6 | 63 | |
Other | 94 | 118 | |
Total Accrued Expenses and Other | 810 | 737 | |
Adore Me | |||
Disaggregation of Revenue [Line Items] | |||
Fixed Payment Related to Adore Me Acquisition | 76 | 0 | $ 70 |
Contingent Consideration Related to Adore Me Acquisition | $ 98 | ||
Accrued Expenses and Other | Adore Me | |||
Disaggregation of Revenue [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | 74 | 30 | |
Sales Channel, Gift Cards | |||
Disaggregation of Revenue [Line Items] | |||
Deferred Revenue on Gift Cards and Merchandise Credits | 239 | 238 | |
Sales Channel, Loyalty and Private Label Credit Card | |||
Disaggregation of Revenue [Line Items] | |||
Deferred Revenue on Gift Cards and Merchandise Credits | 45 | 40 | |
Sales Channel, Directly | |||
Disaggregation of Revenue [Line Items] | |||
Deferred Revenue on Gift Cards and Merchandise Credits | $ 11 | $ 13 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Current: | |||
U.S. Federal | $ 19 | $ 67 | $ 129 |
U.S. State | 10 | 22 | 44 |
Non-U.S. | 18 | 18 | 23 |
Total | 47 | 107 | 196 |
Deferred: | |||
U.S. Federal | (14) | (20) | 6 |
U.S. State | (2) | (4) | (4) |
Non-U.S. | 0 | (4) | (1) |
Total | (16) | (28) | 1 |
Provision for Income Taxes | $ 31 | $ 79 | $ 197 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 30, 2022 | Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Pre-tax income (loss), non-US, arising principally from overseas operations | $ 112 | $ 92 | $ 92 | |
Income tax payments | 74 | 161 | 56 | |
Unrecognized tax benefits resulting in reduction of effective income tax rate | 35 | 20 | 9 | |
Increase in unrecognized tax benefits is reasonably possible | 27 | |||
Decrease in unrecognized tax benefits is reasonably possible | 27 | |||
Interest and penalties related to unrecognized tax benefits of income tax expense | 2 | 1 | $ 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 3 | $ 1 | ||
Unrecognized tax benefits, increase resulting from acquisition | $ 22 | |||
Operating Loss Carryforwards Expiration Year, Unlimited | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 34 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate and the Effective Tax Rate (Details) | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Income Tax Disclosure [Abstract] | |||
Federal Income Tax Rate | 21% | 21% | 21% |
State Income Taxes, Net of Federal Income Tax Effect | 3.10% | 3.90% | 4.30% |
Foreign Rate Differential | (9.10%) | (3.40%) | (1.80%) |
Impact of Non-U.S. Operations | 1.40% | 1.80% | 0.90% |
Share-based Compensation | 1.10% | (4.60%) | (1.20%) |
Uncertain Tax Positions | 0.70% | 0.20% | (0.20%) |
Change in Valuation Allowance | (0.90%) | (0.10%) | 0% |
U.S. Permanent Items | 1.70% | 0.30% | 0.10% |
Adore Me Contingent Compensation | 3.30% | 0% | 0% |
Restructuring of Foreign Investments | 0% | 0% | 0.20% |
Other Items, Net | (0.90%) | (0.10%) | 0% |
Effective Tax Rate | 21.40% | 19% | 23.30% |
Income Taxes - Effect of Tempor
Income Taxes - Effect of Temporary Differences that Cause Deferred Income Taxes (Details) - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 |
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax liabilities, gross | $ (484) | $ (478) |
Deferred tax liability, net | (17) | (35) |
Deferred tax assets, net of valuation allowance | 467 | 443 |
Loss Carryforwards | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 130 | 133 |
Deferred tax liabilities, gross | 0 | 0 |
Deferred tax assets, net | 130 | 133 |
Leases | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 359 | 354 |
Deferred tax liabilities, gross | (319) | (309) |
Deferred tax assets, net | 40 | 45 |
Deferred Revenue | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 51 | 43 |
Deferred tax liabilities, gross | 0 | 0 |
Deferred tax assets, net | 51 | 43 |
Accrued Expenses | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 35 | 39 |
Deferred tax liabilities, gross | 0 | 0 |
Deferred tax assets, net | 35 | 39 |
Share-based Compensation | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 12 | 12 |
Deferred tax liabilities, gross | 0 | 0 |
Deferred tax assets, net | 12 | 12 |
Trade Name and Other Intangibles | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 0 | 0 |
Deferred tax liabilities, gross | (57) | (58) |
Deferred tax liability, net | (57) | (58) |
Property and Equipment | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 0 | 0 |
Deferred tax liabilities, gross | (97) | (100) |
Deferred tax liability, net | (97) | (100) |
Other | ||
Deferred Tax Asset and Liability [Line Items] | ||
Deferred tax assets, gross | 26 | 15 |
Deferred tax liabilities, gross | (11) | (11) |
Deferred tax assets, net | 15 | 4 |
Valuation Allowance | ||
Deferred Tax Asset and Liability [Line Items] | ||
Valuation Allowance | $ (146) | $ (153) |
Income Taxes - Activity Related
Income Taxes - Activity Related to its Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year | $ 31 | $ 10 | $ 126 |
Decreases to Unrecognized Tax Benefits Transferred to Former Parent | 0 | 0 | (126) |
Increases to Unrecognized Tax Benefits for Prior Years, Including Acquisitions | 13 | 11 | 0 |
Decreases to Unrecognized Tax Benefits for Prior Years | (15) | 0 | 0 |
Increases to Unrecognized Tax Benefits as a Result of Current Year Activity | 9 | 10 | 10 |
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year | $ 38 | $ 31 | $ 10 |
Long-term Debt and Borrowing _3
Long-term Debt and Borrowing Facilities - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 | Jul. 31, 2021 |
Debt, long-term and short-term, combined amount | $ 1,124 | $ 1,275 | |
Current Debt | (4) | (4) | |
Total long-term debt, net of current portion | 1,120 | 1,271 | |
With Subsidiary Guarantee | Senior Secured Debt with Subsidiary Guarantee | |||
Debt, long-term and short-term, combined amount | 530 | 682 | |
With Subsidiary Guarantee | Senior Debt with Subsidiary Guarantee | |||
Debt, long-term and short-term, combined amount | 594 | 593 | |
With Subsidiary Guarantee | $391 million Term Loan due August 2028 (“Term Loan Facility”) | |||
Debt instrument, face amount | 391 | ||
With Subsidiary Guarantee | $391 million Term Loan due August 2028 (“Term Loan Facility”) | Senior Secured Debt with Subsidiary Guarantee | |||
Debt, long-term and short-term, combined amount | 385 | 387 | |
With Subsidiary Guarantee | $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) | |||
Debt instrument, face amount | $ 600 | $ 600 | |
Interest rate | 4.625% | 4.625% | |
With Subsidiary Guarantee | $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) | Senior Debt with Subsidiary Guarantee | |||
Debt, long-term and short-term, combined amount | $ 594 | 593 | |
With Subsidiary Guarantee | Revolving Credit Expiring August 2026 | Senior Secured Debt with Subsidiary Guarantee | |||
Debt, long-term and short-term, combined amount | $ 145 | $ 295 |
Long-term Debt and Borrowing _4
Long-term Debt and Borrowing Facilities - Schedule of Principal Payments on Long-term Debt (Details) $ in Millions | Feb. 03, 2024 USD ($) |
Long-Term Debt, by Current and Noncurrent [Abstract] | |
2024 | $ 4 |
2025 | 4 |
2026 | 149 |
2027 | 4 |
2028 | 375 |
Thereafter | $ 600 |
Long-term Debt and Borrowing _5
Long-term Debt and Borrowing Facilities - Narrative (Details) $ in Millions | 12 Months Ended | ||||||
May 08, 2023 | Aug. 02, 2021 USD ($) | Feb. 03, 2024 USD ($) | Jan. 28, 2023 USD ($) | Jan. 29, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jul. 31, 2021 USD ($) | |
Interest paid | $ 87 | $ 52 | $ 18 | ||||
Repayments of lines of credit | 615 | 0 | 0 | ||||
Interest expense | 99 | 60 | 27 | ||||
Borrowings from Asset-based Revolving Credit Facility | $ 465 | 295 | 0 | ||||
Former Parent | |||||||
Spinoff transaction, cash payment to parent | $ 976 | ||||||
Credit Facility | |||||||
Proceeds from issuance of debt | 384 | ||||||
$391 million Term Loan due August 2028 (“Term Loan Facility”) | Term Loan | |||||||
Interest rate | 8.89% | ||||||
Debt issuance costs | 10 | ||||||
Term loan B credit facility | $ 400 | ||||||
Debt instrument, periodic principal payment, percent | 0.0025 | ||||||
Debt instrument, periodic principal payment | $ 4 | 4 | $ 1 | ||||
$391 million Term Loan due August 2028 (“Term Loan Facility”) | Base Rate | Term Loan | |||||||
Basis spread on variable rate | 2.25% | ||||||
$391 million Term Loan due August 2028 (“Term Loan Facility”) | Interest Rate Floor | Term Loan | |||||||
Basis spread on variable rate | 0.50% | ||||||
$391 million Term Loan due August 2028 (“Term Loan Facility”) | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Term Loan | |||||||
Basis spread on variable rate | 3.25% | ||||||
$391 million Term Loan due August 2028 (“Term Loan Facility”) | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Term Loan | |||||||
Basis spread on variable rate | 3.36% | ||||||
$391 million Term Loan due August 2028 (“Term Loan Facility”) | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Term Loan | |||||||
Basis spread on variable rate | 3.68% | ||||||
Revolving Credit Expiring August 2026 | Revolving Credit Facility | |||||||
Interest rate | 7.46% | ||||||
Debt issuance costs | $ 6 | ||||||
Line of credit facility, maximum borrowing capacity | $ 750 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 423 | ||||||
Borrowings from Asset-based Revolving Credit Facility | 465 | $ 295 | |||||
Repayments of Long-term Lines of Credit | 615 | ||||||
Revolving Credit Expiring August 2026 | Revolving Credit Expiring August 2026 | |||||||
Long-term line of credit | 145 | ||||||
Revolving Credit Expiring August 2026 | Minimum | Revolving Credit Facility | |||||||
Basis spread on variable rate | 1.60% | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||||
Revolving Credit Expiring August 2026 | Maximum | Revolving Credit Facility | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.30% | ||||||
Revolving Credit Expiring August 2026 | Average Daily Excess Availability | LIBOR and CDOR Loans | Minimum | Revolving Credit Facility | |||||||
Basis spread on variable rate | 1.50% | ||||||
Revolving Credit Expiring August 2026 | Average Daily Excess Availability | LIBOR and CDOR Loans | Maximum | Revolving Credit Facility | |||||||
Basis spread on variable rate | 2% | ||||||
Revolving Credit Expiring August 2026 | Average Daily Excess Availability | Alternate Base Rate Loans and Canadian Base Rate Loans | Minimum | Revolving Credit Facility | |||||||
Basis spread on variable rate | 0.50% | ||||||
Revolving Credit Expiring August 2026 | Average Daily Excess Availability | Alternate Base Rate Loans and Canadian Base Rate Loans | Maximum | Revolving Credit Facility | |||||||
Basis spread on variable rate | 1% | ||||||
Revolving Credit Expiring August 2026 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Revolving Credit Facility | |||||||
Basis spread on variable rate | 2.10% | ||||||
Revolving Credit Expiring August 2026 | Letter of Credit | |||||||
Long-term line of credit | 19 | ||||||
Delayed Draw Term Loan | Senior Secured Debt with Subsidiary Guarantee | |||||||
Line of credit facility, maximum borrowing capacity | $ 75 | ||||||
Debt Instrument, Fee Amount | $ 1 | ||||||
With Subsidiary Guarantee | $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) | |||||||
Principal Value | $ 600 | $ 600 | |||||
Interest rate | 4.625% | 4.625% | |||||
Proceeds from issuance of debt | $ 592 | ||||||
Debt issuance costs | $ 8 | ||||||
With Subsidiary Guarantee | $391 million Term Loan due August 2028 (“Term Loan Facility”) | |||||||
Principal Value | $ 391 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt, Disclosure (Details) - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 |
Reported Value Measurement | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, fair value | $ 991 | $ 995 |
Estimate of Fair Value Measurement | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt instrument, fair value | $ 897 | $ 894 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Contingent Consideration (Details) - Adore Me - USD ($) $ in Millions | Feb. 03, 2024 | Jan. 28, 2023 | Dec. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | $ 98 | ||
Accrued Expenses and Other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | $ 74 | $ 30 | |
Other Long-term Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | 18 | 70 | |
Level 1 | Accrued Expenses and Other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | 0 | 0 | |
Level 1 | Other Long-term Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | 0 | 0 | |
Level 2 | Accrued Expenses and Other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | 0 | 0 | |
Level 2 | Other Long-term Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | 0 | 0 | |
Level 3 | Accrued Expenses and Other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | 74 | 30 | |
Level 3 | Other Long-term Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Related to Adore Me Acquisition | $ 18 | $ 70 |
Comprehensive Income (Loss) - C
Comprehensive Income (Loss) - Components Of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2022 | Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ 1 | |||
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital | $ 3 | |||
Total Other Comprehensive Income (Loss), Net of Tax | (3) | (4) | $ 1 | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | 0 | 1 | ||
Foreign Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | 1 | 5 | 4 | |
Other Comprehensive Loss Before Reclassifications | (1) | (7) | 1 | |
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital | $ 3 | 3 | ||
Tax Effect | 0 | 0 | 0 | |
Total Other Comprehensive Income (Loss), Net of Tax | (1) | (4) | 1 | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | 0 | 1 | 5 | |
Accumulated Other Comprehensive Income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | 1 | 5 | 4 | |
Other Comprehensive Loss Before Reclassifications | (1) | (7) | 1 | |
Tax Effect | 0 | 0 | 0 | |
Total Other Comprehensive Income (Loss), Net of Tax | (1) | (4) | 1 | |
Accumulated Other Comprehensive Income (Loss), Ending Balance | $ 0 | $ 1 | $ 5 |
Comprehensive Income (Loss) - N
Comprehensive Income (Loss) - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jan. 28, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital | $ 3 | |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Amounts Reclassified from Accumulated Other Comprehensive Income 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] | ||||
Litigation Settlement, Calculation Of Settlement Amount | 3 | 3 | ||
Judicial Ruling | ||||
Other Commitments [Line Items] | ||||
Litigation Settlement, Amount Awarded to Other Party | $ 22 | $ 23 |
Retirement Benefits - Narrative
Retirement Benefits - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, cost | $ 42 | $ 43 | $ 43 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) shares in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2021 | May 31, 2023 | Feb. 28, 2023 | Feb. 28, 2022 | Dec. 31, 2021 | Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | Mar. 06, 2024 | Jan. 31, 2023 | Jan. 11, 2023 | Mar. 02, 2022 | Dec. 29, 2021 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 0 | $ 0 | $ 0 | ||||||||||
Inflation reduction act, increase in treasury stock due to excise tax liability recorded | $ 1 | ||||||||||||
Treasury Stock | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ (126) | $ (300) | $ (200) | ||||||||||
Common Stock | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Repurchase of Common Stock (in shares) | 3,000 | 6,000 | 4,000 | ||||||||||
Paid-in Capital | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 9 | $ 12 | $ 8 | ||||||||||
Retained Earnings | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 192 | ||||||||||||
ASR Program | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 250 | ||||||||||||
Stock repurchased and retired during period | $ 250 | ||||||||||||
Stock repurchased and retired during period (in shares) | 4,100 | 300 | 4,100 | ||||||||||
ASR Program | Treasury Stock | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 200 | $ 50 | $ 200 | ||||||||||
ASR Program | Common Stock | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | 1 | 1 | |||||||||||
ASR Program | Paid-in Capital | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 50 | 1 | 8 | ||||||||||
ASR Program | Retained Earnings | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 50 | $ 192 | |||||||||||
March 2022 Share Repurchase Program | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 250 | ||||||||||||
March 2022 Repurchase Program | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Repurchase of Common Stock (in shares) | 5,985 | ||||||||||||
March 2022 Repurchase Program | Common Stock | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 1 | ||||||||||||
March 2022 Repurchase Program | Paid-in Capital | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | 12 | ||||||||||||
March 2022 Repurchase Program | Retained Earnings | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 238 | ||||||||||||
January 2023 Share Repurchase Program | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 250 | ||||||||||||
Repurchase of Common Stock (in shares) | 3,652 | ||||||||||||
January 2023 ASR Program | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 125 | ||||||||||||
Stock repurchased and retired during period | $ 125 | ||||||||||||
Stock repurchased and retired during period (in shares) | 2,400 | ||||||||||||
February 2023 ASR Program | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period (in shares) | 1,300 | 3,700 | |||||||||||
February 2023 ASR Program | Treasury Stock | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 126 | ||||||||||||
February 2023 ASR Program | Common Stock | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | 1 | ||||||||||||
February 2023 ASR Program | Paid-in Capital | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | 9 | ||||||||||||
February 2023 ASR Program | Retained Earnings | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchased and retired during period | $ 117 | ||||||||||||
March 2024 Share Repurchase Program | Subsequent Event | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 250 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Repurchase of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | Jan. 11, 2023 | Mar. 02, 2022 | |
Equity, Class of Treasury Stock [Line Items] | |||||
Amount Repurchased | $ 126 | $ 250 | $ 250 | ||
March 2022 Share Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Amount Authorized | $ 250 | ||||
March 2022 Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase of Common Stock (in shares) | 5,985 | ||||
Amount Repurchased | $ 250 | ||||
Average Stock Price | $ 41.77 | ||||
January 2023 Share Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Amount Authorized | $ 250 | ||||
Repurchase of Common Stock (in shares) | 3,652 | ||||
Amount Repurchased | $ 125 | ||||
Average Stock Price | $ 34.22 |
Share-based Compensation (Narra
Share-based Compensation (Narrative) (Details) shares in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jan. 29, 2022 USD ($) | Feb. 03, 2024 USD ($) shares | Jan. 28, 2023 USD ($) | Jan. 29, 2022 USD ($) | Aug. 02, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options, restricted and unrestricted shares authorized (in shares) | shares | 11 | ||||
Options and shares available for grant (in shares) | shares | 6 | ||||
Share-based payment award, award converted from former parent (in shares) | shares | 6 | ||||
Share-based payment award, award converted from former parent, conversion ratio | 1.665 | ||||
Tax benefit associated with share based compensation | $ 9 | $ 9 | $ 6 | ||
Options outstanding (in shares) | shares | 1 | ||||
Options, aggregated intrinsic value | $ 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 47.10% | 46.30% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4% | 2.10% | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, award converted from former parent (in shares) | shares | 1.7 | ||||
Share-based compensation, award expiration period | 10 years | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, award vesting period | 3 years | ||||
Total intrinsic value of restricted stock vested | $ 11 | $ 35 | $ 118 | ||
Total fair value at grant date of awards vested | 3 | 44 | 36 | ||
Total unrecognized compensation cost, net of estimated forfeitures | $ 49 | ||||
Total unrecognized compensation cost, weighted-average period of recognition, years | 1 year 6 months | ||||
Tax benefits realized from tax deductions | $ 2 | $ 7 | $ 27 | ||
Minimum | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, award vesting period | 3 years | ||||
Maximum | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, award vesting period | 5 years |
Share-based Compensation - Shar
Share-based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2024 | Jan. 28, 2023 | Jan. 29, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Expense | $ 56 | $ 48 | $ 33 |
Costs of Goods Sold, Buying and Occupancy | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Expense | 17 | 18 | 12 |
General, Administrative and Store Operating Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Expense | $ 39 | $ 30 | $ 21 |
Share-based Compensation - Rest
Share-based Compensation - Restricted Stock Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jan. 29, 2022 | Feb. 03, 2024 | Jan. 28, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4% | 2.10% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 47.10% | 46.30% | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||
Unvested as of August 2, 2021 (in shares) | 3,266 | ||
Granted (in shares) | 2,837 | ||
Vested (in shares) | (1,261) | ||
Cancelled (in shares) | (479) | ||
Unvested as of End of Period (in shares) | 4,363 | 3,266 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested as of August 2, 2021, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 39.98 | ||
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 56.63 | 28.60 | $ 47.63 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | 35.22 | ||
Cancelled, Weighted-Average Grant Date Fair Value (in dollars per share) | 38.42 | ||
Unvested as of End of Period, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 34.25 | $ 39.98 |