vsco-20240803

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40515

_________________________________

VICTORIA'S SECRET & CO.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware

86-3167653

(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification No.)

4 Limited Parkway East

Reynoldsburg,

Ohio

43068

(Address of principal executive offices)

(Zip Code)

(614)

577-7000

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	VSCO	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 30, 2024, the number of outstanding shares of the Registrant’s common stock was 78,525,482 shares.

Table of Contents

VICTORIA'S SECRET & CO.

TABLE OF CONTENTS


			Page No.
Part I. Financial Information

Item 1. Financial Statements*

Consolidated Statements of Income (Loss) for the Thirteen-Weeks and T wenty -Six -Weeks Ended August 3 , 2024 and July 29, 2023 (Unaudited)			3

Consolidated Statements of Comprehensive Income (Loss) for the Thirteen-Weeks and Twenty-Six-Weeks Ended August 3, 2024 and July 29, 2023 (Unaudited)			3

Consolidated Balance Sheets as of A ugust 3 , 2024 (Unaudited), February 3, 2024 and July 29, 2023 (Unaudited)			4

Consolidated Statements of Equity for the Thirteen-Weeks and Twenty-Six-Weeks Ended August 3, 2024 and July 29, 2023 (Unaudited)			5

Consolidated Statements of Cash Flows for th e Twenty-Six-Weeks Ended August 3, 2024 and July 29, 2023 (Unaudited)			7

Notes to Consolidated Financial Statements (Unaudited)			8

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995			19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20

Item 3. Quantitative and Qualitative Disclosures About Market Risk			32

Item 4. Controls and Procedures			33

Part II. Other Information			34

Item 1. Legal Proceedings			34

Item 1A. Risk Factors			34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34

Item 3. Defaults Upon Senior Securities			34

Item 4. Mine Safety Disclosures			34

Item 5. Other Information			34

Item 6. Exhibits			35

Signature			36


*			Victoria's Secret & Co.'s fiscal year ends on the Saturday nearest to January 31. As used herein, “second quarter of 2024” and “second quarter of 2023” refer to the thirteen-week periods ended August 3, 2024 and July 29, 2023, respectively. “Year-to-date 2024” and “year-to-date 2023” refer to the twenty-six-week periods ended August 3, 2024 and July 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.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

VICTORIA'S SECRET & CO.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in millions except per share amounts)

(Unaudited)


	Second Quarter				Year-to-Date
	2024		2023		2024		2023
Net Sales	$	1,417	$	1,427	$	2,777	$	2,834
Costs of Goods Sold, Buying and Occupancy	(916)		(940)		(1,774)		(1,845)
Gross Profit	501		487		1,003		989
General, Administrative and Store Operating Expenses	(439)		(461)		(914)		(935)
Operating Income	62		26		89		54
Interest Expense	(21)		(24)		(43)		(46)
Other Income	—		—		—		—
Income Before Income Taxes	41		2		46		8
Provision for Income Taxes	9		3		16		5
Net Income (Loss)	32		(1)		30		3
Less: Net Income Attributable to Noncontrolling Interest	—		—		2		4
Net Income (Loss) Attributable to Victoria's Secret & Co.	$	32	$	(1)	$	28	$	(1)
Net Income (Loss) Per Basic Share Attributable to Victoria's Secret & Co.	$	0.41	$	(0.02)	$	0.36	$	(0.01)
Net Income (Loss) Per Diluted Share Attributable to Victoria's Secret & Co.	$	0.40	$	(0.02)	$	0.35	$	(0.01)

VICTORIA'S SECRET & CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

(Unaudited)


	Second Quarter				Year-to-Date
	2024		2023		2024		2023
Net Income (Loss)	$	32	$	(1)	$	30	$	3
Other Comprehensive Loss, Net of Tax:
Foreign Currency Translation	—		—		(1)		(2)


Total Other Comprehensive Loss, Net of Tax	—		—		(1)		(2)
Total Comprehensive Income (Loss)	32		(1)		29		1
Less: Net Income Attributable to Noncontrolling Interest	—		—		2		4
Less: Foreign Currency Translation Attributable to Noncontrolling Interest	—		(1)		(1)		(1)
Comprehensive Income (Loss) Attributable to Victoria's Secret & Co.	$	32	$	—	$	28	$	(2)

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

VICTORIA'S SECRET & CO.

CONSOLIDATED BALANCE SHEETS

(in millions except par value amounts)


	August 3, 2024		February 3, 2024		July 29, 2023
	(Unaudited)				(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	169	$	270	$	131
Accounts Receivable, Net	158		152		140
Inventories	1,019		985		1,040

Other	142		126		167
Total Current Assets	1,488		1,533		1,478
Property and Equipment, Net	810		843		855
Operating Lease Assets	1,473		1,351		1,314
Goodwill	367		367		365
Trade Names	282		284		287
Other Intangible Assets, Net	106		116		126
Deferred Income Taxes	19		20		16
Other Assets	90		86		84
Total Assets	$	4,635	$	4,600	$	4,525
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	475	$	513	$	529
Accrued Expenses and Other	752		810		578
Current Debt	4		4		4
Current Operating Lease Liabilities	257		267		293
Income Taxes	6		20		3
Total Current Liabilities	1,494		1,614		1,407
Deferred Income Taxes	40		37		61
Long-term Debt	1,119		1,120		1,270
Long-term Operating Lease Liabilities	1,428		1,312		1,285
Other Long-term Liabilities	60		79		202
Total Liabilities	4,141		4,162		4,225
Shareholders' Equity:
Preferred Stock — $0.01 par value; 10 shares authorized; 0 shares issued and outstanding	—		—		—
Common Stock — $0.01 par value; 1,000 shares authorized; 78, 78, and 77 shares issued and outstanding, respectively	1		1		1
Paid-in Capital	265		238		210
Accumulated Other Comprehensive Income	—		—		—
Retained Earnings	206		178		68

Total Victoria's Secret & Co. Shareholders' Equity	472		417		279
Noncontrolling Interest	22		21

SEC Form 10-Q filed by Victorias Secret & Co.