Victoria's Secret & Co. (VSCO) 10-Q 7 Jun 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	May 04, 2024	May 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	May 04, 2024
Document Transition Report	false
Entity File Number	001-40515
Entity Registrant Name	VICTORIA'S SECRET & CO.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3167653
Entity Address, Address Line One	4 Limited Parkway East
Entity Address, City or Town	Reynoldsburg,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43068
City Area Code	(614)
Local Phone Number	577-7000
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	VSCO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		78,299,234
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001856437
Current Fiscal Year End Date	--02-01

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Income Statement [Abstract]
Net Sales	$ 1,359	$ 1,407
Costs of Goods Sold, Buying and Occupancy	(858)	(905)
Gross Profit	501	502
General, Administrative and Store Operating Expenses	(475)	(474)
Operating Income	26	28
Interest Expense	(22)	(22)
Other Income	1	0
Income Before Income Taxes	5	6
Provision for Income Taxes	8	2
Net Income (Loss)	(3)	4
Less: Net Income Attributable to Noncontrolling Interest	1	3
Net Income (Loss) Attributable to Victoria's Secret & Co.	$ (4)	$ 1
Net Income (Loss) Per Basic Share Attributable to Victoria's Secret & Co. (in dollars per share)	$ (0.05)	$ 0.01
Net Income (Loss) Per Diluted Share Attributable to Victoria's Secret & Co. (in dollars per share)	$ (0.05)	$ 0.01

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ (3)	$ 4
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	0	(1)
Total Other Comprehensive Loss, Net of Tax	0	(1)
Total Comprehensive Income (Loss)	(3)	3
Less: Net Income Attributable to Noncontrolling Interest	1	3
Less: Foreign Currency Translation Attributable to Noncontrolling Interest	0	1
Comprehensive Loss Attributable to Victoria's Secret & Co.	$ (4)	$ (1)

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023
Current Assets:
Cash and Cash Equivalents	$ 105	$ 270	$ 132
Accounts Receivable, Net	152	152	126
Inventories	987	985	1,041
Other	149	126	136
Total Current Assets	1,393	1,533	1,435
Property and Equipment, Net	805	843	834
Operating Lease Assets	1,316	1,351	1,245
Goodwill	367	367	368
Trade Names	283	284	288
Other Intangible Assets, Net	111	116	132
Deferred Income Taxes	20	20	16
Other Assets	89	86	87
Total Assets	4,384	4,600	4,405
Current Liabilities:
Accounts Payable	412	513	388
Accrued Expenses and Other	755	810	649
Current Debt	4	4	4
Current Operating Lease Liabilities	246	267	298
Income Taxes	18	20	30
Total Current Liabilities	1,435	1,614	1,369
Deferred Income Taxes	42	37	62
Long-term Debt	1,119	1,120	1,271
Long-term Operating Lease Liabilities	1,285	1,312	1,219
Other Long-term Liabilities	58	79	197
Total Liabilities	3,939	4,162	4,118
Shareholders' Equity:
Preferred Stock — $0.01 par value; 10 shares authorized; 0 shares issued and outstanding	0	0	0
Common Stock — $0.01 par value; 1,000 shares authorized; 78, 78, and 78 shares issued and outstanding, respectively	1	1	1
Paid-in Capital	248	238	173
Accumulated Other Comprehensive Income (Loss)	0	0	(1)
Retained Earnings	174	178	92
Total Victoria's Secret & Co. Shareholders' Equity	423	417	265
Noncontrolling Interest	22	21	22
Total Equity	445	438	287
Total Liabilities and Equity	$ 4,384	$ 4,600	$ 4,405

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000	10,000	10,000
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000	1,000,000	1,000,000
Common stock, shares issued (in shares)	78,000	78,000	78,000
Common stock, shares outstanding (in shares)	78,000	78,000	78,000

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Millions	Total	Total Victoria's Secret & Co. Equity	Common Stock	Paid-in Capital	Accumulated Other Comprehensive Income	Retained Earnings	Treasury Stock	Noncontrolling Interest
Beginning Balance (in shares) at Jan. 28, 2023			80,000
Beginning Balance at Jan. 28, 2023	$ 401	$ 383	$ 1	$ 195	$ 1	$ 186	$ 0	$ 18
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	4	1				1		3
Other Comprehensive Income	(1)	(2)			(2)			1
Total Comprehensive Income (Loss)	3	(1)			(2)	1		4
Repurchases of Common Stock (in shares)			(2,000)
Repurchases of Common Stock	(126)	(126)		(25)			(101)
Treasury Share Retirements	0			(6)		(95)	101
Share-based Compensation Expense	14	14		14
Tax Payments related to Share-based Awards			(1,000)
Tax Payments related to Share-based Awards	(9)	(9)		(9)
Other (in shares)			1,000
Other	$ 4	4		4
Ending Balance (in shares) at Apr. 29, 2023	78,000		78,000
Ending Balance at Apr. 29, 2023	$ 287	265	$ 1	173	(1)	92	0	22
Beginning Balance (in shares) at Feb. 03, 2024	78,000		78,000
Beginning Balance at Feb. 03, 2024	$ 438	417	$ 1	238	0	178	0	21
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	(3)	(4)				(4)		1
Other Comprehensive Income	0	0			0			0
Total Comprehensive Income (Loss)	(3)	(4)			0	(4)		1
Share-based Compensation Expense	16	16		16
Tax Payments related to Share-based Awards			(1,000)
Tax Payments related to Share-based Awards	(7)	(7)		(7)
Other (in shares)			1,000
Other	$ 1	1		1
Ending Balance (in shares) at May. 04, 2024	78,000		78,000
Ending Balance at May. 04, 2024	$ 445	$ 423	$ 1	$ 248	$ 0	$ 174	$ 0	$ 22

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Operating Activities:
Net Income (Loss)	$ (3)	$ 4
Adjustments to Reconcile Net Income (Loss) to Net Cash Used for Operating Activities:
Depreciation and Amortization of Long-lived Assets	65	73
Share-based Compensation Expense	16	14
Amortization of Fair Value Adjustment to Acquired Inventories	0	9
Deferred Income Tax Expense (Benefit)	5	10
Changes in Assets and Liabilities:
Accounts Receivable	0	14
Inventories	(2)	2
Accounts Payable, Accrued Expenses and Other	(174)	(180)
Income Taxes	(3)	(18)
Other Assets and Liabilities	(20)	(36)
Net Cash Used for Operating Activities	(116)	(108)
Investing Activities:
Capital Expenditures	(39)	(55)
Net Cash Used for Investing Activities	(39)	(55)
Financing Activities:
Borrowings from Asset-based Revolving Credit Facility	90	15
Repayments of Borrowings from Asset-based Revolving Credit Facility	90	15
Payments for Contingent Consideration related to Adore Me Acquisition	(16)	0
Tax Payments related to Share-based Awards	(7)	(9)
Payments of Long-term Debt	(1)	(1)
Repurchases of Common Stock	0	(125)
Proceeds from Stock Option Exercises	0	3
Other Financing Activities	14	0
Net Cash Used for Financing Activities	(10)	(132)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	0	0
Net Decrease in Cash and Cash Equivalents	(165)	(295)
Cash and Cash Equivalents, Beginning of Period	270	427
Cash and Cash Equivalents, End of Period	$ 105	$ 132

Description of Business, Basis

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	May 04, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies	Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Victoria’s Secret & Co. (together with its subsidiaries unless the context otherwise requires, the “Company”) is a specialty retailer of women's intimate and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. The Company has approximately 910 stores in the United States (“U.S.”), Canada and China as well as its own websites, www.VictoriasSecret.com, www.PINK.com and www.AdoreMe.com, and other digital channels worldwide. Additionally, the Company has more than 470 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 digital channels. In the first quarter of 2023, the Company implemented restructuring actions to continue to reorganize and improve its organizational structure. For additional information, see Note 4, “Restructuring Activities.” Fiscal Year The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “first quarter of 2024” and “first quarter of 2023” refer to the thirteen-week periods ended May 4, 2024 and April 29, 2023, respectively, and “fiscal year 2024” and “fiscal year 2023” refer to the fifty-two-week period ending February 1, 2025 and the fifty-three-week period ended February 3, 2024, respectively. Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Interim Financial Statements The Consolidated Financial Statements as of and for the periods ended May 4, 2024 and April 29, 2023 are unaudited. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 22, 2024. In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. Seasonality of Business Due to the seasonal variations in the retail industry, the results of operations for the thirteen-week period ended May 4, 2024 are not necessarily indicative of the results expected for any other interim period or the full fiscal year ending February 1, 2025. Equity Method Investments The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee's net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company’s share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Costs of Goods Sold, Buying and Occupancy in the Consolidated Statements of Income (Loss), and the Company's share of net income or loss from all other unconsolidated entities is included in General, Administrative and Store Operating Expenses in the Consolidated Statements of Income (Loss). The Company’s equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value. The carrying values of equity method investments were $60 million as of May 4, 2024, $60 million as of February 3, 2024 and $58 million as of April 29, 2023. These investments are recorded in Other Assets on the Consolidated Balance Sheets. Noncontrolling Interest The Company accounts for investments in entities where it has control over the entity by consolidating the entities' assets, liabilities and results of operations and including them in the Company's Consolidated Financial Statements. The share of the investment not owned by the Company is reflected in Noncontrolling Interest in the Consolidated Balance Sheets. The Company recognizes the share of net income or loss not attributable to the Company in Net Income Attributable to Noncontrolling Interest in the Consolidated Statements of Income (Loss). Noncontrolling interest represents the portion of equity interests in a joint venture in China that is not owned by the Company. Concentration of Credit Risk The Company maintains cash and cash equivalents with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom the Company transacts with and limits the amount of credit exposure with any one entity. As of May 4, 2024, the Company's investment portfolio is primarily comprised of bank deposits. The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which the Company grants credit terms in the normal course of business. The Company determines the required allowance for expected credit losses using information such as customer credit history and financial condition. Amounts are recorded to the allowance when it is determined that expected credit losses may occur. Supplier Finance Programs The Company has agreements with designated third-party financial institutions to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations of the Company. Participating suppliers may finance one or more payment obligations of the Company prior to their scheduled due dates and receive a discounted payment from participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. All amounts payable to financial institutions relating to suppliers participating in these programs are recorded in Accounts Payable in the Consolidated Balance Sheets and were $117 million as of May 4, 2024, $183 million as of February 3, 2024 and $155 million as of April 29, 2023. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates, and the Company revises its estimates and assumptions as new information becomes available. Recently Issued Accounting Pronouncements The Company did not adopt any new accounting standards during the first quarter of 2024 that had a material impact on the Company’s results of operations, financial position or cash flows. Income Taxes In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

Acquisition

Acquisition	3 Months Ended
	May 04, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisition	Acquisition On December 30, 2022, the Company completed its acquisition of 100% of the equity interests of AdoreMe, Inc. (“Adore Me”). 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 agreed to pay further cash consideration in an aggregate amount of at least $80 million, consisting of a fixed payment to be made on or prior to January 15, 2025, and up to $300 million based on the performance of Adore Me and achievement of specified strategic objectives and certain EBITDA and net revenue goals within the two-year period following closing of the transaction. Under the terms of the Merger Agreement, up to $60 million of the further cash consideration is subject to the continued employment of a certain Adore Me employee (“Contingent Compensation Payments”). These Contingent Compensation Payments are not included as consideration when applying the acquisition method of accounting and are recognized as compensation expense within General, Administrative and Store Operating Expenses in the Consolidated Statements of Income (Loss) if and when earned in future periods. During the first quarter of 2024, the Company made payments of $20 million for the achievement of a specified strategic objective under the terms of the Merger Agreement, including $16 million for contingent consideration classified as financing cash outflows and $4 million of Contingent Compensation Payments classified as operating cash outflows in the Consolidated Statement of Cash Flows. In both the first quarter of 2024 and 2023, the Company recognized the financial impact of purchase accounting items, including recognition of changes in the estimated fair value of contingent consideration and Contingent Compensation Payments and amortization of acquired intangible assets. In addition, in the first quarter of 2023, the Company recognized the financial impact of additional acquisition-related costs and recognition in gross profit of the fair value adjustment to acquired inventories that were sold in the first quarter of 2023. The following table provides a summary by line item in the Consolidated Statements of Income (Loss) of the financial impact of purchase accounting items and additional acquisition-related costs for the first quarter of 2024 and 2023: First Quarter 2024 2023 Income Statement Line Item (in millions) Costs of Goods Sold, Buying and Occupancy $ — $ 9 General, Administrative and Store Operating Expenses 13 7 Interest Expense 1 1 The deferred consideration liability for the future fixed payment was $77 million and $76 million as of May 4, 2024 and February 3, 2024, respectively, and is included within Accrued Expenses and Other in the Consolidated Balance Sheets. As of April 29, 2023, the deferred consideration liability for the future fixed payment was $72 million and is included within Other Long-term Liabilities in the Consolidated Balance Sheet. See Note 11, “Fair Value of Financial Instruments” for further information regarding the liability recognized at fair value for the contingent consideration.

Revenue Recognition

Revenue Recognition	3 Months Ended
	May 04, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition Accounts receivable, net from revenue-generating activities were $113 million as of May 4, 2024, $103 million as of February 3, 2024 and $99 million as of April 29, 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 $298 million as of May 4, 2024, $310 million as of February 3, 2024 and $284 million as of April 29, 2023. The Company recognized $64 million as revenue in the first quarter of 2024 from amounts recorded as deferred revenue at the beginning of the year. As of May 4, 2024, the Company recorded deferred revenue of $284 million within Accrued Expenses and Other, and $14 million within Other Long-term Liabilities on the Consolidated Balance Sheet. The following table provides a disaggregation of Net Sales for the first quarter of 2024 and 2023: First Quarter 2024 2023 (in millions) Stores – North America $ 729 $ 786 Direct 449 464 International (a) 181 157 Total Net Sales $ 1,359 $ 1,407 _______________ (a) Results include consolidated joint venture sales in China, royalties associated with franchised stores and wholesale sales. The Company has a Victoria's Secret and PINK multi-tender loyalty program along with a co-branded credit card and U.S. private label credit card through which customers can earn points on purchases of Victoria's Secret and PINK product and through the co-branded credit card can earn points on purchases outside of the Company. A third-party financing company is the sole owner of the credit card accounts and underwrites the credit issued under the credit card programs. Revenue earned in connection with the Company's credit card arrangements with the third-party is primarily recognized based on credit card sales and usage. The Company recognized Net Sales of $17 million and $23 million in the first quarter of 2024 and 2023, 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 $221 million and $200 million for the first quarter of 2024 and 2023, respectively.

Restructuring Activities

Restructuring Activities	3 Months Ended
	May 04, 2024
Restructuring and Related Activities [Abstract]
Restructuring Activities	Restructuring Activities Organizational Restructuring In the first quarter of 2023, the Company implemented 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. The Company made payments of $2 million and $5 million related to severance and related costs associated with these restructuring actions during the first quarter of 2024 and the first quarter of 2023, respectively. Liabilities, after accrual adjustments, related to the restructuring actions of $3 million are included in the May 4, 2024 Consolidated Balance Sheet.

Earnings (Loss) Per Share and S

Earnings (Loss) Per Share and Shareholders' Equity	3 Months Ended
	May 04, 2024
Earnings Per Share [Abstract]
Earnings (Loss) Per Share and Shareholders' Equity	Earnings (Loss) Per Share and Shareholders' Equity Earnings (Loss) Per Share Earnings (loss) per basic share is computed based on the weighted-average number of common shares outstanding. Earnings (loss) per diluted share include the weighted-average effect of dilutive restricted stock units, performance share units and options (collectively, “Dilutive Awards”) on the weighted-average shares outstanding. The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings (loss) per share for the first quarter of 2024 and 2023: First Quarter 2024 2023 (in millions) Common Shares 78 78 Treasury Shares — — Basic Shares 78 78 Effect of Dilutive Awards (a)(b) — 2 Diluted Shares 78 80 Anti-dilutive Awards (a) 6 1 _______________ (a) Shares underlying certain restricted stock units, performance share units and options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) For the first quarter of 2024, shares underlying outstanding restricted stock units, performance share units and options were excluded from dilutive shares as a result of the Company's net loss for the period. Shareholders' Equity Common Stock Share Repurchases & Treasury Stock Retirements March 2024 Share Repurchase Program In March 2024, the Company's Board of Directors approved a share repurchase program (“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 and will continue until exhausted. The Company did not repurchase any shares of its common stock under the March 2024 Share Repurchase Program during the first quarter of 2024. As of May 4, 2024, the Company was authorized to repurchase up to $250 million of the Company's common stock under the March 2024 Share Repurchase Program. January 2023 Share Repurchase Program In January 2023, the Company's Board of Directors approved a share repurchase program (“January 2023 Share Repurchase Program”), authorizing the repurchase of up to $250 million of the Company's common stock. The authorization, which expired at the end of fiscal year 2023, was utilized in fiscal year 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 an accelerated share repurchase agreement (“ASR Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase $125 million of the Company's common stock. In February 2023, the Company made an initial payment of $125 million to Goldman Sachs and received an initial delivery of 2.4 million shares of the Company's common stock. 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 final settlement of the ASR Agreement occurred in May 2023 subsequent to the end of the first quarter of 2023. At final settlement, the Company received an additional 1.3 million shares of the Company's common stock from Goldman Sachs. As of April 29, 2023, the $125 million payment to Goldman Sachs was recognized as a reduction to shareholders’ equity, consisting of a $100 million increase in Treasury Stock, which reflected the value of the initial 2.4 million shares received upon initial settlement, and a $25 million decrease in Paid-in Capital, which reflected the value of the stock then held by Goldman Sachs pending final settlement of the ASR Agreement. The $25 million recorded in Paid-in Capital as of April 29, 2023 was reclassified to Treasury Stock in the second quarter of 2023 in connection with the final settlement of the ASR Agreement. As a result of the initial share delivery, there was an additional $1 million increase in Treasury Stock, which reflected the excise tax liability recorded related to the share repurchase in accordance with the Inflation Reduction Act of 2022. Shares repurchased under the January 2023 Share Repurchase Program were retired upon repurchase. As a result, the Company retired the 2.4 million shares repurchased in connection with the settlement of the ASR Agreement during the first quarter of 2023. The retirement resulted in a reduction of $101 million in Treasury Stock, less than $1 million in the par value of Common Stock, $6 million in Paid-in Capital and $95 million in Retained Earnings during the first quarter of 2023.

Inventories

Inventories	3 Months Ended
	May 04, 2024
Inventory Disclosure [Abstract]
Inventories	Inventories The following table provides details of Inventories as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Finished Goods Merchandise $ 937 $ 929 $ 983 Raw Materials and Merchandise Components 50 56 58 Total Inventories $ 987 $ 985 $ 1,041 Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis. The above amounts are net of valuation adjustments for inventory where the cost exceeds the amount the Company expects to realize from the ultimate sale or disposal of the inventory and net of loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory.

Long-Lived Assets

Long-Lived Assets	3 Months Ended
	May 04, 2024
Property, Plant and Equipment [Abstract]
Long-Lived Assets	Long-Lived Assets The following table provides details of Property and Equipment, Net as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Property and Equipment, at Cost $ 3,564 $ 3,616 $ 3,676 Accumulated Depreciation and Amortization (2,759) (2,773) (2,842) Property and Equipment, Net $ 805 $ 843 $ 834 Depreciation expense was $59 million and $67 million for the first quarter of 2024 and 2023, respectively. Amortization expense for intangible assets was $6 million for the first quarter of 2024 and 2023, respectively. In the first quarter of 2024, the Company classified certain non-store corporate-related assets that are expected to be sold within the next twelve months as held for sale within Other Current Assets on the Consolidated Balance Sheet. As of May 4, 2024, the carrying value of these assets held for sale was $18 million.

Accrued Expenses and Other

Accrued Expenses and Other	3 Months Ended
	May 04, 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 May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Deferred Revenue on Gift Cards and Merchandise Credits $ 226 $ 239 $ 221 Compensation, Payroll Taxes and Benefits 97 135 95 Contingent Consideration Related to Adore Me Acquisition 78 74 31 Future Fixed Payment Related to Adore Me Acquisition 77 76 — Deferred Revenue on Loyalty and Credit Card Programs 43 45 34 Taxes, Other than Income 39 43 39 Accrued Marketing 24 39 42 Accrued Interest 16 9 14 Returns Reserve 15 16 15 Deferred Revenue on Direct Shipments not yet Delivered 15 11 11 Accrued Claims on Self-insured Activities 12 11 8 Accrued Freight and Other Logistics 10 12 14 Rent 6 6 12 Other 97 94 113 Total Accrued Expenses and Other $ 755 $ 810 $ 649

Income Taxes

Income Taxes	3 Months Ended
	May 04, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. For the first quarter of 2024, the Company’s effective tax rate was 151.1% compared to 34.0% in the first quarter of 2023. The first quarter of 2024 rate differed from the Company’s combined estimated federal and state statutory rate primarily due to additional tax expense from the vesting of share-based compensation awards. The first quarter of 2023 rate differed from the Company's combined estimated federal and state statutory rate primarily due to non-deductible liabilities related to contingent consideration and Contingent Compensation Payments under the terms of the Merger Agreement. The Company paid income taxes in the amount o f $6 million and $16 million for the first quarter of 2024 and 2023, respectively.

Long-term Debt and Borrowing Fa

Long-term Debt and Borrowing Facilities	3 Months Ended
	May 04, 2024
Debt Disclosure [Abstract]
Long-term Debt and Borrowing Facilities	Long-term Debt and Borrowing Facilities The following table provides the Company ’ s outstanding Long-term Debt balance, net of unamortized debt issuance costs and discounts and any current portion, as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Senior Secured Debt with Subsidiary Guarantee $390 million Term Loan due August 2028 (“Term Loan Facility”) $ 384 $ 385 $ 387 Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) 145 145 295 Total Senior Secured Debt with Subsidiary Guarantee 529 530 682 Senior Debt with Subsidiary Guarantee $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) 594 594 593 Total Senior Debt with Subsidiary Guarantee 594 594 593 Total 1,123 1,124 1,275 Current Debt (4) (4) (4) Total Long-term Debt, Net of Current Portion $ 1,119 $ 1,120 $ 1,271 Cash paid for interest was $12 million and $13 million for the first quarter of 2024 and 2023, respectively. Credit Facilities On August 2, 2021, the Company entered into a term loan B credit facility in an aggregate principal amount of $400 million, which will mature in August 2028. The discounts and issuance costs from the Term Loan Facility are being amortized through the maturity date and are included within Long-term Debt on the Consolidated Balance Sheets. Commencing in December 2021, the Company is required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0.25% of the original principal amount of $400 million. The Company made principal payments for the Term Loan Facility of $1 million during both the first quarter of 2024 and 2023. In May 2023, the Company amended its Term Loan Facility to allow for an early transition to using the Term Secured Overnight Financing Rate (“Term SOFR”) as the applicable reference rate to calculate interest instead of the London Interbank Offered Rate (“LIBOR”). Prior to the amendment, interest under the Term Loan Facility was calculated by reference to LIBOR or an alternative base rate, plus an interest rate margin equal to (i) in the case of LIBOR loans, 3.25% and (ii) in the case of alternate base rate loans, 2.25%. The LIBOR rate applicable to the Term Loan Facility was subject to a floor of 0.50%. In accordance with the amendment, interest on Term SOFR loans under the Term Loan Facility is now calculated by reference to Term SOFR, plus an interest rate margin ranging from 3.36% to 3.68%. The obligation to pay principal and interest on the loans under the Term Loan Facility is jointly and severally guaranteed on a full and unconditional basis by certain of the Company's wholly-owned domestic subsidiaries. The loans under the Term Loan Facility are secured on a first-priority lien basis by certain assets of the Company and guarantors that do not constitute priority collateral of the ABL Facility and on a second-priority lien basis by priority collateral of the ABL Facility, subject to customary exceptions. As of May 4, 2024, the interest rate on the loans under the Term Loan Facility was 8.84%. On August 2, 2021, the Company also entered into a senior secured asset-based revolving credit facility. The ABL Facility allows for borrowings and letters of credit in U.S. dollars or Canadian dollars and has aggregate commitments of $750 million and an expiration date of August 2026. The availability under the ABL Facility is the lesser of (i) the borrowing base, determined primarily based on the Company's eligible U.S. and Canadian credit card receivables, eligible accounts receivable, eligible inventory and eligible real property, and (ii) the aggregate commitment. In May 2023, the Company amended its ABL Facility to allow for an early transition to using Term SOFR as the applicable reference rate to calculate interest instead of LIBOR. Prior to the amendment, interest on the loans under the ABL Facility was calculated by reference to (i) LIBOR or an alternative base rate and (ii) in the case of loans denominated in Canadian dollars, Canadian Dollar Offered Rate (“CDOR”) or a Canadian base rate, plus an interest rate margin based on average daily excess availability ranging from (x) in the case of LIBOR and CDOR loans, 1.50% to 2.00% and (y) in the case of alternate base rate loans and Canadian base rate loans, 0.50% to 1.00%. In accordance with the amendment, interest on Term SOFR loans under the ABL Facility is now calculated by reference to Term SOFR, plus an interest rate margin based on average daily excess availability ranging from 1.60% to 2.10%. Unused commitments under the ABL Facility accrue an unused commitment fee ranging from 0.25% to 0.30%. The obligation to pay principal and interest on the loans under the ABL Facility is jointly and severally guaranteed on a full and unconditional basis by certain of the Company's wholly-owned domestic and Canadian subsidiaries. The loans under the ABL Facility are secured on a first-priority lien basis by the Company's eligible U.S. and Canadian credit card receivables, eligible accounts receivable, eligible inventory and eligible real property and on a second-priority lien basis on substantially all other assets of the Company, subject to customary exceptions. The Company borrowed and made repayments of $90 million and $15 million under the ABL Facility during the first quarter of 2024 and 2023, respectively. As of May 4, 2024, there were borrowings of $145 million outstanding under the ABL Facility and the interest rate on the borrowings was 7.17%. The Company had $19 million of outstanding letters of credit as of May 4, 2024 that further reduced its availability under the ABL Facility. As of May 4, 2024, the Company's remaining availability under the ABL Facility was $482 million. The Company's long-term debt and borrowing facilities contain certain financial and other covenants, including, but not limited to, the maintenance of financial ratios. The 2029 Notes and the Term Loan Facility include the maintenance of a consolidated coverage ratio and a consolidated total leverage ratio, and the ABL Facility includes the maintenance of a fixed charge coverage ratio and a debt to earnings before interest, income taxes, depreciation, amortization and rent (“EBITDAR”) ratio. The financial covenants could, within specific predefined circumstances, limit the Company's ability to incur additional indebtedness, make certain investments, pay dividends or repurchase shares. As of May 4, 2024, the Company was in compliance with all covenants under its long-term debt and borrowing facilities.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	May 04, 2024
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Fair Value of Financial Instruments Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of 90 days or less. The Company's Cash and Cash Equivalents are considered Level 1 fair value measurements as they are valued using unadjusted quoted prices in active markets for identical assets. The following table provides a summary of the principal value and estimated fair value of the Company's outstanding debt as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Principal Value $ 990 $ 991 $ 994 Fair Value, Estimated (a) 867 897 873 ________________ (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 May 4, 2024 based on the terms of the borrowings from the ABL Facility. Recurring Fair Value Measurements The following tables provide a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of May 4, 2024, February 3, 2024, April 29, 2023 and January 28, 2023 (in millions): Balance Sheet Location Measurement Level May 4, February 3, April 29, January 28, Accrued Expenses and Other Level 3 $ 78 $ 74 $ 31 $ 30 Other Long-term Liabilities Level 3 — 18 62 70 The estimated fair value of the contingent consideration is valued using a Scenario-Based method and a Monte Carlo simulation which utilize inputs including discount rates, estimated probability of achievement of certain milestones, forecasted revenues, forecasted EBITDA and volatility rates. These are considered Level 3 inputs in accordance with ASC 820, Fair Value Measurement . Changes in the fair value of the contingent consideration are recorded within General, Administrative and Store Operating Expenses on the Consolidated Statements of Income (Loss). For additional information regarding the contingent consideration, see Note 2, “Acquisition.”

Comprehensive Income (Loss)

Comprehensive Income (Loss)	3 Months Ended
	May 04, 2024
Equity [Abstract]
Comprehensive Income (Loss)	Comprehensive Income (Loss) The following table provides the rollforward of accumulated other comprehensive income attributable to Victoria's Secret & Co. for the first quarter of 2024: Foreign Currency Translation Accumulated Other Comprehensive Income (in millions) Balance as of February 3, 2024 $ — $ — Other Comprehensive Income Before Reclassifications — — Tax Effect — — Current-period Other Comprehensive Income — — Balance as of May 4, 2024 $ — $ — The following table provides the rollforward of accumulated other comprehensive income (loss) attributable to Victoria's Secret & Co. for the first quarter of 2023: Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) (in millions) Balance as of January 28, 2023 $ 1 $ 1 Other Comprehensive Loss Before Reclassifications (2) (2) Tax Effect — — Current-period Other Comprehensive Loss (2) (2) Balance as of April 29, 2023 $ (1) $ (1)

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	May 04, 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.

Description of Business, Basi_2

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policy)	3 Months Ended
	May 04, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Victoria’s Secret & Co. (together with its subsidiaries unless the context otherwise requires, the “Company”) is a specialty retailer of women's intimate and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. The Company has approximately 910 stores in the United States (“U.S.”), Canada and China as well as its own websites, www.VictoriasSecret.com, www.PINK.com and www.AdoreMe.com, and other digital channels worldwide. Additionally, the Company has more than 470 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 digital channels.
Fiscal Year	Fiscal Year
Basis of Presentation	Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
Interim Financial Statements	Interim Financial Statements The Consolidated Financial Statements as of and for the periods ended May 4, 2024 and April 29, 2023 are unaudited. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 22, 2024. In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods.
Seasonality of Business	Seasonality of Business Due to the seasonal variations in the retail industry, the results of operations for the thirteen-week period ended May 4, 2024 are not necessarily indicative of the results expected for any other interim period or the full fiscal year ending February 1, 2025.
Equity Method Investments	Equity Method Investments
Noncontrolling Interest	Noncontrolling Interest
Concentration of Credit Risk	Concentration of Credit Risk The Company maintains cash and cash equivalents with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom the Company transacts with and limits the amount of credit exposure with any one entity. As of May 4, 2024, the Company's investment portfolio is primarily comprised of bank deposits. The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which the Company grants credit terms in the normal course of business. The Company determines the required allowance for expected credit losses using information such as customer credit history and financial condition. Amounts are recorded to the allowance when it is determined that expected credit losses may occur.
Supplier Finance Programs	Supplier Finance Programs
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates, and the Company revises its estimates and assumptions as new information becomes available.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company did not adopt any new accounting standards during the first quarter of 2024 that had a material impact on the Company’s results of operations, financial position or cash flows. Income Taxes In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
Earnings Per Share	Earnings (Loss) Per Share
Inventory	Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis. The above amounts are net of valuation adjustments for inventory where the cost exceeds the amount the Company expects to realize from the ultimate sale or disposal of the inventory and net of loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory.
Fair Value	Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of 90 days or less. The Company's Cash and Cash Equivalents are considered Level 1 fair value measurements as they are valued using unadjusted quoted prices in active markets for identical assets.

Acquisition (Tables)

Acquisition (Tables)	3 Months Ended
	May 04, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Summary of Financial Impact Of Purchase Accounting Items and Additional Acquisition Related Costs	The following table provides a summary by line item in the Consolidated Statements of Income (Loss) of the financial impact of purchase accounting items and additional acquisition-related costs for the first quarter of 2024 and 2023: First Quarter 2024 2023 Income Statement Line Item (in millions) Costs of Goods Sold, Buying and Occupancy $ — $ 9 General, Administrative and Store Operating Expenses 13 7 Interest Expense 1 1

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	May 04, 2024
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following table provides a disaggregation of Net Sales for the first quarter of 2024 and 2023: First Quarter 2024 2023 (in millions) Stores – North America $ 729 $ 786 Direct 449 464 International (a) 181 157 Total Net Sales $ 1,359 $ 1,407 _______________ (a)

Earnings (Loss) Per Share and_2

Earnings (Loss) Per Share and Shareholders' Equity (Tables)	3 Months Ended
	May 04, 2024
Earnings Per Share [Abstract]
Shares Utilized for the Calculation of Basic and Diluted Earnings Per Share	The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings (loss) per share for the first quarter of 2024 and 2023: First Quarter 2024 2023 (in millions) Common Shares 78 78 Treasury Shares — — Basic Shares 78 78 Effect of Dilutive Awards (a)(b) — 2 Diluted Shares 78 80 Anti-dilutive Awards (a) 6 1 _______________ (a) Shares underlying certain restricted stock units, performance share units and options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. (b) For the first quarter of 2024, shares underlying outstanding restricted stock units, performance share units and options were excluded from dilutive shares as a result of the Company's net loss for the period.

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	May 04, 2024
Inventory Disclosure [Abstract]
Summary of Inventories	The following table provides details of Inventories as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Finished Goods Merchandise $ 937 $ 929 $ 983 Raw Materials and Merchandise Components 50 56 58 Total Inventories $ 987 $ 985 $ 1,041

Long-Lived Assets (Tables)

Long-Lived Assets (Tables)	3 Months Ended
	May 04, 2024
Property, Plant and Equipment [Abstract]
Summary of Property And Equipment, Net	The following table provides details of Property and Equipment, Net as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Property and Equipment, at Cost $ 3,564 $ 3,616 $ 3,676 Accumulated Depreciation and Amortization (2,759) (2,773) (2,842) Property and Equipment, Net $ 805 $ 843 $ 834

Accrued Expenses and Other (Tab

Accrued Expenses and Other (Tables)	3 Months Ended
	May 04, 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 May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Deferred Revenue on Gift Cards and Merchandise Credits $ 226 $ 239 $ 221 Compensation, Payroll Taxes and Benefits 97 135 95 Contingent Consideration Related to Adore Me Acquisition 78 74 31 Future Fixed Payment Related to Adore Me Acquisition 77 76 — Deferred Revenue on Loyalty and Credit Card Programs 43 45 34 Taxes, Other than Income 39 43 39 Accrued Marketing 24 39 42 Accrued Interest 16 9 14 Returns Reserve 15 16 15 Deferred Revenue on Direct Shipments not yet Delivered 15 11 11 Accrued Claims on Self-insured Activities 12 11 8 Accrued Freight and Other Logistics 10 12 14 Rent 6 6 12 Other 97 94 113 Total Accrued Expenses and Other $ 755 $ 810 $ 649

Long-term Debt and Borrowing _2

Long-term Debt and Borrowing Facilities (Tables)	3 Months Ended
	May 04, 2024
Debt Disclosure [Abstract]
Schedule Of Long-term Debt Instruments	The following table provides the Company ’ s outstanding Long-term Debt balance, net of unamortized debt issuance costs and discounts and any current portion, as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Senior Secured Debt with Subsidiary Guarantee $390 million Term Loan due August 2028 (“Term Loan Facility”) $ 384 $ 385 $ 387 Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) 145 145 295 Total Senior Secured Debt with Subsidiary Guarantee 529 530 682 Senior Debt with Subsidiary Guarantee $600 million, 4.625% Fixed Interest Rate Notes due July 2029 (“2029 Notes”) 594 594 593 Total Senior Debt with Subsidiary Guarantee 594 594 593 Total 1,123 1,124 1,275 Current Debt (4) (4) (4) Total Long-term Debt, Net of Current Portion $ 1,119 $ 1,120 $ 1,271

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	3 Months Ended
	May 04, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Financial Instruments	The following table provides a summary of the principal value and estimated fair value of the Company's outstanding debt as of May 4, 2024, February 3, 2024 and April 29, 2023: May 4, February 3, April 29, (in millions) Principal Value $ 990 $ 991 $ 994 Fair Value, Estimated (a) 867 897 873 ________________ (a) The estimated fair value of the Company’s publicly traded debt is based on reported transaction prices which are considered Level 2 inputs in accordance with ASC 820, Fair Value Measurement . The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Fair Value, Liabilities Measured on Recurring Basis	The following tables provide a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of May 4, 2024, February 3, 2024, April 29, 2023 and January 28, 2023 (in millions): Balance Sheet Location Measurement Level May 4, February 3, April 29, January 28, Accrued Expenses and Other Level 3 $ 78 $ 74 $ 31 $ 30 Other Long-term Liabilities Level 3 — 18 62 70 The estimated fair value of the contingent consideration is valued using a Scenario-Based method and a Monte Carlo simulation which utilize inputs including discount rates, estimated probability of achievement of certain milestones, forecasted revenues, forecasted EBITDA and volatility rates. These are considered Level 3 inputs in accordance with ASC 820, Fair Value Measurement . Changes in the fair value of the contingent consideration are recorded within General, Administrative and Store Operating Expenses on the Consolidated Statements of Income (Loss). For additional information regarding the contingent consideration, see Note 2, “Acquisition.”

Comprehensive Income (Loss) (Ta

Comprehensive Income (Loss) (Tables)	3 Months Ended
	May 04, 2024
Equity [Abstract]
Components of Accumulated Other Comprehensive Income (Loss)	The following table provides the rollforward of accumulated other comprehensive income attributable to Victoria's Secret & Co. for the first quarter of 2024: Foreign Currency Translation Accumulated Other Comprehensive Income (in millions) Balance as of February 3, 2024 $ — $ — Other Comprehensive Income Before Reclassifications — — Tax Effect — — Current-period Other Comprehensive Income — — Balance as of May 4, 2024 $ — $ — The following table provides the rollforward of accumulated other comprehensive income (loss) attributable to Victoria's Secret & Co. for the first quarter of 2023: Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) (in millions) Balance as of January 28, 2023 $ 1 $ 1 Other Comprehensive Loss Before Reclassifications (2) (2) Tax Effect — — Current-period Other Comprehensive Loss (2) (2) Balance as of April 29, 2023 $ (1) $ (1)

Description of Business, Basi_3

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions	May 04, 2024 USD ($) store country	Feb. 03, 2024 USD ($)	Apr. 29, 2023 USD ($)
Spinoff Transactions [Line Items]
Number of countries in which stores operating | country	70
Amounts payable to financial institutions participating in supplier finance programs | $	$ 117	$ 183	$ 155
Victoria's Secret U.K. and Other
Spinoff Transactions [Line Items]
Equity method investments | $	$ 60	$ 60	$ 58
Stores in the U.S., Canada and Greater China and Stores Online
Spinoff Transactions [Line Items]
Number of stores (more than) | store	910
Stores Operating under Franchise, License and Wholesale Arrangements
Spinoff Transactions [Line Items]
Number of stores (more than) | store	470

Acquisition - Narrative (Detail

Acquisition - Narrative (Details) - USD ($) $ in Millions		3 Months Ended
	Dec. 30, 2022	May 04, 2024	Apr. 29, 2023	Feb. 03, 2024
Business Combination, Separately Recognized Transactions [Line Items]
Payments to acquire businesses, gross	$ 391
Payment for contingent consideration classified as financing activities		$ 16	$ 0
Adore Me
Business Combination, Separately Recognized Transactions [Line Items]
Business acquisition, percentage of interest acquired	100%
Business combination, additional cash consideration, evaluation period	2 years
Payment for contingent consideration		20
Payment for contingent consideration classified as financing activities		16
Payment for contingent compensation payment liability		4
Business combination, consideration transferred, fair value of future fixed payment		$ 77	$ 72	$ 76
Adore Me | Minimum
Business Combination, Separately Recognized Transactions [Line Items]
Business combination, additional cash consideration	$ 80
Adore Me | Maximum
Business Combination, Separately Recognized Transactions [Line Items]
Business combination, additional cash consideration	300
Business combination, contingent compensation payments	$ 60

Acquisition - Summary of Financ

Acquisition - Summary of Financial Impact (Details) - Adore Me - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Costs Of Good Sold, Buying And Occupancy
Business Acquisition [Line Items]
Additional acquisition related costs	$ 0	$ 9
General, Administrative and Store Operating Expenses
Business Acquisition [Line Items]
Additional acquisition related costs	13	7
Interest Expense
Business Acquisition [Line Items]
Additional acquisition related costs	$ 1	$ 1

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023	Feb. 03, 2024
Disaggregation of Revenue [Line Items]
Accounts receivable, net from revenue-generating activities	$ 113	$ 99	$ 103
Deferred revenue	298	284	$ 310
Contract with customer, revenue recognized	64
Net sale	$ 1,359	1,407
Minimum
Disaggregation of Revenue [Line Items]
Payment term	60 days
Maximum
Disaggregation of Revenue [Line Items]
Payment term	90 days
U.S. Private Label Credit Card Arrangement
Disaggregation of Revenue [Line Items]
Net sale	$ 17	23
Net Sale Outside of the U.S.
Disaggregation of Revenue [Line Items]
Net sale	221	$ 200
Accrued Liabilities
Disaggregation of Revenue [Line Items]
Deferred revenue	284
Other Long-term Liabilities
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 14

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Disaggregation of Revenue [Line Items]
Net Sales	$ 1,359	$ 1,407
Stores – North America
Disaggregation of Revenue [Line Items]
Net Sales	729	786
Direct
Disaggregation of Revenue [Line Items]
Net Sales	449	464
International
Disaggregation of Revenue [Line Items]
Net Sales	$ 181	$ 157

Restructuring Activities (Detai

Restructuring Activities (Details) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 11
Payments for restructuring	$ 2	5
Accrued termination payable	$ 3
Buying and Occupancy
Restructuring Cost and Reserve [Line Items]
Restructuring charges		3
Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 8

Earnings (Loss) Per Share and_3

Earnings (Loss) Per Share and Shareholders' Equity - Narrative (Details) - USD ($) shares in Millions, $ in Millions		1 Months Ended		3 Months Ended
	Apr. 29, 2023	May 31, 2023	Feb. 28, 2023	Apr. 29, 2023	May 04, 2024	Mar. 06, 2024	Jan. 31, 2023	Jan. 11, 2023
Class of Stock [Line Items]
Stock repurchased and retired				$ 0
Increase in treasury stock due to excise tax liability			$ 1
Treasury Stock
Class of Stock [Line Items]
Stock repurchased and retired				(101)
Paid-in Capital
Class of Stock [Line Items]
Stock repurchased and retired				$ 6
March 2024 Share Repurchase Program
Class of Stock [Line Items]
Amount authorized						$ 250
Remaining authorized repurchase amount					$ 250
February 2023 ASR Program
Class of Stock [Line Items]
Amount authorized							$ 125
Stock repurchased and retired			$ 125
Stock repurchased and retired (in shares)		1.3	2.4	2.4
February 2023 ASR Program | Treasury Stock
Class of Stock [Line Items]
Stock repurchased and retired	$ 100			$ 101
February 2023 ASR Program | Paid-in Capital
Class of Stock [Line Items]
Stock repurchased and retired	$ 25			6
February 2023 ASR Program | Common Stock
Class of Stock [Line Items]
Stock repurchased and retired				1
February 2023 ASR Program | Retained Earnings
Class of Stock [Line Items]
Stock repurchased and retired				$ 95
January 2023 Share Repurchase Program
Class of Stock [Line Items]
Amount authorized								$ 250

Earnings (Loss) Per Share and_4

Earnings (Loss) Per Share and Shareholders' Equity - Shares Utilized for the Calculation of Basic and Diluted Earnings per Share (Details) - shares shares in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Earnings Per Share [Abstract]
Common Shares (in shares)	78	78
Treasury Shares (in shares)	0	0
Basic shares (in shares)	78	78
Effect of Dilutive Awards (in shares)	0	2
Diluted Shares (in shares)	78	80
Antidilutive Awards (in shares)	6	1

Inventories (Details)

Inventories (Details) - USD ($) $ in Millions	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023
Inventory Disclosure [Abstract]
Finished Goods Merchandise	$ 937	$ 929	$ 983
Raw Materials and Merchandise Components	50	56	58
Total Inventories	$ 987	$ 985	$ 1,041

Long-Lived Assets - Summary of

Long-Lived Assets - Summary of Property And Equipment, Net (Details) - USD ($) $ in Millions	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, at Cost	$ 3,564	$ 3,616	$ 3,676
Accumulated Depreciation and Amortization	(2,759)	(2,773)	(2,842)
Property and Equipment, Net	$ 805	$ 843	$ 834

Long-Lived Assets - Narrative (

Long-Lived Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 59	$ 67
Accumulated amortization of definite- lived intangible assets	6	$ 6
Carrying value of assets held-for-sale	$ 18

Accrued Expenses and Other (Det

Accrued Expenses and Other (Details) - USD ($) $ in Millions	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023
Disaggregation of Revenue [Line Items]
Compensation, Payroll Taxes and Benefits	$ 97	$ 135	$ 95
Taxes, Other than Income	39	43	39
Accrued Marketing	24	39	42
Accrued Interest	16	9	14
Returns Reserve	15	16	15
Accrued Freight And Other Logistics Expense, Current	10	12	14
Accrued Claims on Self-insured Activities	12	11	8
Rent	6	6	12
Other	97	94	113
Total Accrued Expenses and Other	755	810	649
Adore Me
Disaggregation of Revenue [Line Items]
Business Combination, Consideration Transferred, Future Fixed Payment Liability	77	76	0
Accrued Liability, Current | Adore Me
Disaggregation of Revenue [Line Items]
Business Combination, Contingent Consideration, Liability	78	74	31
Sales Channel, Gift Cards
Disaggregation of Revenue [Line Items]
Deferred Revenue	226	239	221
Sales Channel, Loyalty and Private Label Credit Card
Disaggregation of Revenue [Line Items]
Deferred Revenue	43	45	34
Sales Channel, Direct Shipment
Disaggregation of Revenue [Line Items]
Deferred Revenue	$ 15	$ 11	$ 11

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	151.10%	34%
Income taxes paid	$ 6	$ 16

Long-term Debt and Borrowing _3

Long-term Debt and Borrowing Facilities - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Millions	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023
Total debt	$ 1,123	$ 1,124	$ 1,275
Current Debt	(4)	(4)	(4)
Total Long-term Debt, Net of Current Portion	1,119	1,120	1,271
With Subsidiary Guarantee | Senior Secured Debt with Subsidiary Guarantee
Total debt	529	530	682
With Subsidiary Guarantee | Senior Debt
Total debt	594	594	593
With Subsidiary Guarantee | Term Loan due August 2028
Debt instrument, face amount	390
With Subsidiary Guarantee | Term Loan due August 2028 | Senior Secured Debt with Subsidiary Guarantee
Total debt	384	385	387
With Subsidiary Guarantee | Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Senior Secured Debt with Subsidiary Guarantee
Total debt	145	145	295
With Subsidiary Guarantee | 4.625% Fixed Interest Rate Secured Notes due July 2029
Debt instrument, face amount	$ 600
Fixed interest rate	4.625%
With Subsidiary Guarantee | 4.625% Fixed Interest Rate Secured Notes due July 2029 | Senior Debt
Total debt	$ 594	$ 594	$ 593

Long-term Debt and Borrowing _4

Long-term Debt and Borrowing Facilities - Narrative (Details) $ in Millions			3 Months Ended
	May 08, 2023	Aug. 02, 2021 USD ($)	May 04, 2024 USD ($)	Apr. 29, 2023 USD ($)
Debt Instrument [Line Items]
Cash paid for interest			$ 12	$ 13
Borrowings from asset-based revolving credit facility			$ 90	15
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Revolving Credit Facility
Debt Instrument [Line Items]
Fixed interest rate			7.17%
Maximum borrowing capacity		$ 750
Borrowings from asset-based revolving credit facility			$ 90	15
Payments under the ABL Facility			90	15
Line of credit			145
Line of credit facility, remaining borrowing capacity			482
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Minimum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate	1.60%
Commitment fee percentage, unused capacity		0.25%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Commitment fee percentage, unused capacity		0.30%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate	2.10%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | LIBOR and CDOR Loans | Minimum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		1.50%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | LIBOR and CDOR Loans | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		2%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | Alternate Base Rate Loans and Canadian Base Rate Loans | Minimum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		0.50%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Average Daily Excess Availability | Alternate Base Rate Loans and Canadian Base Rate Loans | Maximum | Revolving Credit Facility
Debt Instrument [Line Items]
Percentage spread over variable base rate		1%
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”) | Letter of Credit
Debt Instrument [Line Items]
Line of credit			19
Term Loan due August 2028 | Term Loan
Debt Instrument [Line Items]
Term loan B credit facility		$ 400
Periodic principal payment, percent		0.0025
Debt instrument, principal payment			$ 1	$ 1
Fixed interest rate			8.84%
Term Loan due August 2028 | London Interbank Offered Rate LIBOR | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate		3.25%
Term Loan due August 2028 | Base Rate | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate		2.25%
Term Loan due August 2028 | Interest Rate Floor | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate		0.50%
Term Loan due August 2028 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate	3.36%
Term Loan due August 2028 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Term Loan
Debt Instrument [Line Items]
Percentage spread over variable base rate	3.68%
With Subsidiary Guarantee | 4.625% Fixed Interest Rate Secured Notes due July 2029
Debt Instrument [Line Items]
Debt instrument, face amount			$ 600
Fixed interest rate			4.625%
With Subsidiary Guarantee | Term Loan due August 2028
Debt Instrument [Line Items]
Debt instrument, face amount			$ 390

Fair Value Measurements - Carry

Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt, Disclosure (Details) - USD ($) $ in Millions	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023
Principal Value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value	$ 990	$ 991	$ 994
Fair Value, Estimated
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value	$ 867	$ 897	$ 873

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - Fair Value of Contingent Consideration (Details) - Adore Me - USD ($) $ in Millions	May 04, 2024	Feb. 03, 2024	Apr. 29, 2023	Jan. 28, 2023
Accrued Liability, Current
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	$ 78	$ 74	$ 31
Accrued Liability, Current | Fair Value, Inputs, Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	78	74	31	$ 30
Other Long-term Liabilities | Fair Value, Inputs, Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration related to Adore Me acquisition	$ 0	$ 18	$ 62	$ 70

Comprehensive Income (Loss) - C

Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	May 04, 2024	Apr. 29, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	$ 438	$ 401
Total Other Comprehensive Loss, Net of Tax	0	(1)
Ending Balance	445	287
Accumulated Other Comprehensive Income
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	0	1
Other Comprehensive Income Before Reclassifications	0	(2)
Tax Effect	0	0
Total Other Comprehensive Loss, Net of Tax	0	(2)
Ending Balance	0	(1)
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning Balance	0	1
Other Comprehensive Income Before Reclassifications	0	(2)
Tax Effect	0	0
Total Other Comprehensive Loss, Net of Tax	0	(2)
Ending Balance	$ 0	$ (1)