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Victorias Secret Co

For the period ended Nov 2, 2024. Filed Dec 9, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 2, 2024 · Filed Dec 9, 2024

VSXY$108.05+1.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-08-03; filed 2024-09-06.

0001856437-24-000029

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

Current report: 10-Q

Period ended 2024-11-02; filed 2024-12-09.

0001856437-24-000033

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 129 previous paragraphs and 132 current paragraphs.

69 unchanged; 54 reworded; 9 added; 6 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

The general, administrative and store operating expense rate (expressed as a percentage of net sales) decreased slightly to 34.7% from 34.9% due to leverage as a result of the increase in sales compared to year-to-date 2023.

Current report

Due to seasonal and holiday-related sales patterns, borrowings under the ABL Facility typically peak in the third quarter as inventory builds in anticipation of the holiday period. Subsequent to the end of the third quarter of 2024 and as of December 9, 2024, borrowings of $130 million remained outstanding under the ABL Facility and are expected to continue to decrease through the fourth quarter.

Current report

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. This standard will be effective for annual reporting periods beginning in fiscal year 2027 and for interim periods beginning in fiscal year 2028, with early adoption permitted. The updates required by this standard should be applied prospectively, but retrospective application is permitted. We are currently evaluating the impact of adopting this standard on our disclosures.
Removed paragraphs (6)

Previous report

For the second quarter of 2024, our general, administrative and store operating expenses decreased $22 million, or 5%, to $439 million compared to the second quarter of 2023. The decrease in general, administrative and store operating expenses compared to the second quarter of 2023 was due to the decrease in charges related to Adore Me purchase accounting items and marketing expenses.
Reworded paragraphs (54)

Previous wording

In the second quarter of 2024, our operating income increased $36 million to $62 million compared to operating income of $26 million in the second quarter of 2023, and our operating income rate (expressed as a percentage of net sales) was 4.4% compared to 1.8% in the second quarter of 2023. The increase in operating income in the second quarter of 2024 compared to the second quarter of 2023 was primarily driven by a decrease in costs of goods sold and general, administrative and store operating expenses, partially offset by a decrease in net sales. Our net sales decreased $10 million, or 1%, to $1.417 billion compared to $1.427 billion in the second quarter of 2023 and comparable sales decreased 3% in the second quarter of 2024. Our North American store sales decreased by 2%, or $17 million, to $800 million compared to $817 million in the second quarter of 2023, as an increase in traffic was more than offset by decreases in conversion (which we define as the percentage of customers who visit our stores and make a purchase) and average unit retail (which we define as the average price per unit purchased) compared to the second quarter of 2023. Our direct channel sales decreased by 1%, or $4 million, to $430 million compared to $434 million in the second quarter of 2023, as increases in traffic and average unit retail were more than offset by a decrease in conversion compared to the second quarter of 2023.

Current wording

In the third quarter of 2024, our net sales increased $82 million, or 7%, to $1.347 billion compared to $1.265 billion in the third quarter of 2023 and comparable sales increased 3% in the third quarter of 2024. Our North American store sales increased by 2%, or $15 million, to $738 million compared to $723 million in the third quarter of 2023, as an increase in traffic was partially offset by decreases in conversion (which we define as the percentage of customers who visit our stores and make a purchase) and average unit retail (which we define as the average price per unit purchased) compared to the third quarter of 2023. Our direct channel sales increased by 7%, or $29 million, to $411 million compared to $382 million in the third quarter of 2023, as an increase in traffic was partially offset by a decrease in average unit retail compared to the third quarter of 2023. Our operating loss improved $20 million, to $47 million, compared to an operating loss of $67 million in the third quarter of 2023, and our operating loss rate (expressed as a percentage of net sales) was (3.5%) compared to (5.3%) in the third quarter of 2023. The decrease in operating loss in the third quarter of 2024 compared to the third quarter of 2023 was primarily driven by the increase in net sales and reductions in costs related to our supply chain initiative, partially offset by the increase in promotional activity and general, administrative and store operating expenses.

Previous wording

For additional information related to our second quarter of 2024 financial performance, see “Results of Operations.”

Current wording

For additional information related to our third quarter of 2024 financial performance, see “Results of Operations.”

Previous wording

In the second quarter and year-to-date 2024 and 2023, we 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 both the second quarter and year-to-date 2023, we 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 respective period. For additional information, see Note 2, “Acquisition.”

Current wording

In the third quarter and year-to-date 2024 and 2023, we 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 both the third quarter and year-to-date 2023, we 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 respective period. For additional information, see Note 2, “Acquisition.”

Previous wording

In addition to our results provided in accordance with GAAP above and throughout this Quarterly Report on Form 10-Q, provided below are non-GAAP financial measures that present operating income, net income (loss) attributable to Victoria's Secret & Co. and net income (loss) per diluted share attributable to Victoria's Secret & Co. on an adjusted basis, which remove certain non-recurring, infrequent or unusual items that we believe are not indicative of the results of our ongoing operations due to their size and nature. The intangible asset amortization excluded from these non-GAAP financial measures is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. We use adjusted financial information as key performance measures of our results of operations for the purpose of evaluating performance internally. These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition of non-GAAP financial measures may differ from similarly titled measures used by other companies. The table below reconciles the most directly comparable GAAP financial measure to each non-GAAP financial measure.

Current wording

In addition to our results provided in accordance with GAAP above and throughout this Quarterly Report on Form 10-Q, provided below are non-GAAP financial measures that present operating income (loss), net income (loss) attributable to Victoria's Secret & Co. and net income (loss) per diluted share attributable to Victoria's Secret & Co. on an adjusted basis, which remove certain non-recurring, infrequent or unusual items that we believe are not indicative of the results of our ongoing operations due to their size and nature. The intangible asset amortization excluded from these non-GAAP financial measures is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. We use adjusted financial information as key performance measures of our results of operations for the purpose of evaluating performance internally. These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition of non-GAAP financial measures may differ from similarly titled measures used by other companies. The table below reconciles the most directly comparable GAAP financial measure to each non-GAAP financial measure.

Previous wording

(a)In the second quarter of 2024 and 2023, we recognized pre-tax income of $5 million and pre-tax expense of $18 million (income of $5 million and expense of $16 million after-tax) within net income (loss) related to the financial impact of purchase accounting items related to the acquisition of Adore Me. These items include income of $6 million and expense of $10 million, respectively, included in general, administrative and store operating expense and $1 million of interest expense in both periods. Additionally, expense of $7 million is in costs of goods sold, buying and occupancy expense in the second quarter of 2023. Year-to-date 2024 and 2023, we recognized pre-tax expense of $3 million and $28 million ($3 million and $24 million after-tax) within net income (loss) related to the financial impact of purchase accounting items and professional service costs related to the acquisition of Adore Me. These items include expense of $1 million and $10 million, respectively, in general, administrative and store operating expense and $2 million of interest expense in both periods. Additionally, expense of $16 million is in costs of goods sold, buying and occupancy expense year-to-date 2023. For additional information, see Note 2, “Acquisition” included in Item 1. Financial Statements.

Current wording

(a)In the third quarter of 2024 and 2023, we recognized pre-tax expense of $1 million and $2 million ($1 million and $1 million after-tax, respectively) within net loss related to the financial impact of purchase accounting items related to the acquisition of Adore Me. These items include income of less than $1 million and $6 million, respectively, included in general, administrative and store operating expense and interest expense of $2 million and $1 million, respectively. Additionally, expense of $7 million is in costs of goods sold, buying and occupancy expense in the third quarter of 2023. Year-to-date 2024 and 2023, we recognized pre-tax expense of $4 million and $30 million ($5 million and $24 million after-tax, respectively) within net loss related to the financial impact of purchase accounting items and professional service costs related to the acquisition of Adore Me. These items include expense of $1 million and $5 million, respectively, in general, administrative and store operating expense and interest expense of $4 million and $3 million, respectively. Additionally, expense of $22 million is in costs of goods sold, buying and occupancy expense year-to-date 2023. For additional information, see Note 2, “Acquisition” included in Item 1. Financial Statements.

Previous wording

(b)In both the second quarter of 2024 and 2023, we recognized amortization expense of $6 million ($5 million after-tax) in general, administrative and store operating expense related to the acquisition of Adore Me. In both year-to-date 2024 and 2023, we recognized amortization expense of $13 million ($9 million after-tax) in general, administrative and store operating expense related to the acquisition of Adore Me. For additional information, see Note 2, “Acquisition” and Note 7, “Long-Lived Assets” included in Item 1. Financial Statements.

Current wording

(b)In both the third quarter of 2024 and 2023, we recognized amortization expense of $6 million ($5 million after-tax) in general, administrative and store operating expense related to the acquisition of Adore Me. In both year-to-date 2024 and 2023, we recognized amortization expense of $19 million ($14 million after-tax) in general, administrative and store operating expense related to the acquisition of Adore Me. For additional information, see Note 2, “Acquisition” and Note 7, “Long-Lived Assets” included in Item 1. Financial Statements.

Previous wording

(c)In the first quarter of 2023, we recognized a pre-tax charge of $11 million ($8 million after-tax), $8 million in general, administrative and store operating expense and $3 million in buying and occupancy expense, related to restructuring activities to reorganize and improve our organizational structure. For additional information, see Note 4, “Restructuring Activities” included in Item 1. Financial Statements.

Current wording

(c)In the third quarter of 2024, we recognized a pre-tax charge of $13 million ($11 million after-tax) in general, administrative and store operating expense related to the appointment of a new CEO and the elimination of two executive officer roles to streamline our executive leadership team. In the first quarter of 2023, we recognized a pre-tax charge of $11 million ($8 million after-tax), $8 million in general, administrative and store operating expense and $3 million in buying and occupancy expense, related to restructuring activities to reorganize and improve our organizational structure. For additional information, see Note 4, “Restructuring Activities” included in Item 1. Financial Statements.

Previous wording

The following table compares U.S. company-operated store data for the second quarter of 2024 to the second quarter of 2023 and year-to-date 2024 to year-to-date 2023:

Current wording

The following table compares U.S. company-operated store data for the third quarter of 2024 to the third quarter of 2023 and year-to-date 2024 to year-to-date 2023:

Previous wording

(a)Includes fifteen partner-operated stores as of July 29, 2023.

Current wording

(a)Includes twelve partner-operated stores as of November 2, 2024.

Previous wording

For the second quarter of 2024, operating income increased $36 million, to $62 million, compared to operating income of $26 million in the second quarter of 2023, and the operating income rate (expressed as a percentage of net sales) increased to 4.4% from 1.8%. The drivers of the operating income results are discussed in the following sections.

Current wording

For the third quarter of 2024, our operating loss improved $20 million, to $47 million, compared to an operating loss of $67 million in the third quarter of 2023, and the operating loss rate (expressed as a percentage of net sales) improved to (3.5%) from (5.3%). The drivers of the operating loss results are discussed in the following sections.

Previous wording

The following table provides net sales for the second quarter of 2024 in comparison to the second quarter of 2023:

Current wording

The following table provides net sales for the third quarter of 2024 in comparison to the third quarter of 2023:

Previous wording

The following table provides a reconciliation of net sales from the second quarter of 2023 to the second quarter of 2024:

Current wording

The following table provides a reconciliation of net sales from the third quarter of 2023 to the third quarter of 2024:

Previous wording

The following table compares the second quarter of 2024 comparable sales to the second quarter of 2023:

Current wording

The following table compares the third quarter of 2024 comparable sales to the third quarter of 2023:

Previous wording

Net sales in the second quarter of 2024 decreased $10 million, or 1%, to $1.417 billion compared to $1.427 billion in the second quarter of 2023.

Current wording

Net sales in the third quarter of 2024 increased $82 million, or 7%, to $1.347 billion compared to $1.265 billion in the third quarter of 2023.

Previous wording

In the stores channel, our North America net sales decreased $17 million, or 2%, to $800 million compared to the second quarter of 2023, as an increase in traffic was more than offset by decreases in conversion and average unit retail.

Current wording

In the stores channel, our North America net sales increased $15 million, or 2%, to $738 million compared to the third quarter of 2023 as an increase in traffic was partially offset by decreases in conversion and average unit retail.

Previous wording

In the direct channel, net sales decreased $4 million, or 1%, to $430 million, as increases in traffic and average unit retail were more than offset by a decrease in conversion compared to the second quarter of 2023.

Current wording

In the direct channel, net sales increased $29 million, or 7%, to $411 million, as an increase in traffic was partially offset by a decrease in average unit retail compared to the third quarter of 2023.

Previous wording

In the international channel, net sales increased $11 million, or 6%, to $187 million compared to the second quarter of 2023. Increases in net sales in the second quarter of 2024 compared to the second quarter of 2023 were driven by royalties earned associated with franchise sales in many countries outside of North America and our wholesale arrangements.

Current wording

In the international channel, net sales increased $38 million, or 24%, to $198 million compared to the third quarter of 2023. Increases in net sales in the third quarter of 2024 compared to the third quarter of 2023 were driven by increases in sourcing sales to our partners, net sales in China and royalties earned associated with franchise sales in many countries outside of North America.

Previous wording

For the second quarter of 2024, our gross profit increased by $14 million compared to the second quarter of 2023 to $501 million, and our gross profit rate (expressed as a percentage of net sales) increased to 35.4% from 34.1%.

Current wording

For the third quarter of 2024, our gross profit increased by $41 million compared to the third quarter of 2023 to $468 million, and our gross profit rate (expressed as a percentage of net sales) increased to 34.8% from 33.8%.

Previous wording

The increase in gross profit dollars was primarily due to the increase in merchandise margin dollars driven by reductions in costs of goods sold related to our supply chain initiative, partially offset by the decrease in net sales and the increase in promotional activity. Additionally, the increase in gross profit dollars compared to the second quarter of 2023 was driven by the recognition in gross profit of $7 million in the second quarter of 2023 related to the fair value step-up adjustment on the acquired inventory from Adore Me and $6 million in the second quarter of 2024 related to the gain on sale of certain non-store corporate-related assets.

Current wording

The increase in gross profit dollars was primarily due to the increase in merchandise margin dollars driven by the increase in net sales and reductions in costs of goods sold related to our supply chain initiative, partially offset by the increase in promotional activity and an increase in transportation costs. Additionally, the increase in gross profit dollars compared to the third quarter of 2023 was driven by the recognition in gross profit of $7 million in the third quarter of 2023 related to the fair value step-up adjustment on the acquired inventory from Adore Me.

Previous wording

The gross profit rate increase was driven by reductions in costs of goods sold related to our supply chain initiative, the gain on sale of certain non-store corporate-related assets and the expense recorded in the second quarter of 2023 as noted above, partially offset by increased promotional activity.

Current wording

The gross profit rate increase was driven by reductions in costs of goods sold related to our supply chain initiative and the expense recorded in the third quarter of 2023 as noted above, partially offset by increased promotional activity and increased transportation costs. Additionally, the gross profit rate increase was due to leverage in buying and occupancy expenses in the quarter as a result of the increase in net sales compared to the third quarter of 2023.

Previous wording

For year-to-date 2024, our general, administrative and store operating expenses decreased $21 million, or 2%, to $914 million. The decrease in general, administrative and store operating expenses compared to year-to-date 2023 was primarily due to the decrease in marketing expenses and charges related to Adore Me purchase accounting items, partially offset by increases in certain other administrative expenses. Additionally, the decrease in general, administrative and store operating expenses compared to year-to-date 2023 was due to a restructuring charge of $8 million in the first quarter of 2023.

Current wording

For the third quarter of 2024, our general, administrative and store operating expenses increased $21 million, or 4%, to $515 million compared to the third quarter of 2023. The increase in general, administrative and store operating expenses compared to the third quarter of 2023 was due to a restructuring charge of $13 million in the third quarter of 2024 and increases in wage rates, charges related to Adore Me purchase accounting items and certain other administrative expenses, partially offset by a decrease in marketing expenses.

Previous wording

The general, administrative and store operating expense rate (expressed as a percentage of net sales) decreased to 31.0% from 32.3% primarily due to the decrease in charges related to Adore Me purchase accounting items and marketing expenses.

Current wording

The general, administrative and store operating expense rate (expressed as a percentage of net sales) decreased to 38.2% from 39.1% primarily due to leverage as a result of the increase in net sales compared to the third quarter of 2023.

Previous wording

For the second quarter of 2024, our interest expense decreased $3 million to $21 million compared to the second quarter of 2023 primarily due to our lower average outstanding debt, partially offset by higher average borrowing rates for our ABL Facility and Term Loan Facility.

Current wording

For the third quarter of 2024, our interest expense decreased $4 million to $22 million compared to the third quarter of 2023 primarily due to our lower average outstanding debt and lower average borrowing rates for our ABL Facility and Term Loan Facility.

Previous wording

For the second quarter of 2024, the Company’s effective tax rate was 22.4% compared to 144.2% in the second quarter of 2023. The second quarter of 2024 rate differed from the Company’s combined estimated federal and state statutory rate primarily due to foreign earnings taxed at a lower rate than the Company’s combined estimated federal and state statutory rate. The second 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.

Current wording

For the third quarter of 2024, the Company’s effective tax rate was 21.3% compared to 24.1% in the third quarter of 2023. Both rates differed from the Company’s combined estimated federal and state statutory rate primarily due to foreign earnings taxed at a lower rate than the Company’s combined federal and state statutory rate.

Previous wording

For year-to-date 2024, operating income increased $35 million, to $89 million, compared to operating income of $54 million year-to-date 2023, and the operating income rate (expressed as a percentage of net sales) increased to 3.2% from 1.9%. The drivers of the operating income results are discussed in the following sections.

Current wording

For year-to-date 2024, operating income increased $55 million, to $42 million, compared to an operating loss of $13 million year-to-date 2023, and the operating income (loss) rate (expressed as a percentage of net sales) increased to 1.0% from (0.3%). The drivers of the operating income (loss) results are discussed in the following sections.

Previous wording

Net sales year-to-date 2024 decreased $57 million, or 2%, to $2.777 billion compared to $2.834 billion year-to-date 2023.

Current wording

Net sales year-to-date 2024 increased $25 million, or 1%, to $4.124 billion compared to $4.099 billion year-to-date 2023.

Previous wording

In the stores channel, our North America net sales decreased $74 million, or 5%, to $1.529 billion, compared to year-to-date 2023 driven by decreases in average unit retail and conversion.

Current wording

In the stores channel, our North America net sales decreased $59 million, or 3%, to $2.267 billion, compared to year-to-date 2023 as an increase in traffic was more than offset by decreases in conversion and average unit retail.

Previous wording

In the direct channel, net sales decreased $19 million, or 2%, to $879 million, as an increase in traffic was more than offset by decreases in conversion and average unit retail compared to year-to-date 2023.

Current wording

In the direct channel, net sales increased $9 million, or 1%, to $1.290 billion, as an increase in traffic was partially offset by decreases in conversion and average unit retail compared to year-to-date 2023.

Previous wording

In the international channel, net sales increased $36 million, or 11%, to $369 million compared to year-to-date 2023. Increases in net sales year-to-date 2024 compared to year-to-date 2023 were driven by royalties earned associated with franchise sales in many countries outside of North America and our wholesale arrangements.

Current wording

In the international channel, net sales increased $75 million, or 15%, to $567 million compared to year-to-date 2023. Increases in net sales year-to-date 2024 compared to year-to-date 2023 were driven by increases in sourcing sales to our partners, net sales in China, royalties earned associated with franchise sales in many countries outside of North America and our wholesale arrangements.

Previous wording

For year-to-date 2024, our gross profit increased $14 million to $1.003 billion, and our gross profit rate (expressed as a percentage of net sales) increased to 36.1% from 34.9%.

Current wording

For year-to-date 2024, our gross profit increased $55 million to $1.471 billion, and our gross profit rate (expressed as a percentage of net sales) increased to 35.7% from 34.6%.

Previous wording

The increase in gross profit dollars was primarily due to reductions in costs of goods sold related to our supply chain initiative and a decrease in buying and occupancy expenses, partially offset by the decrease in net sales and an increase in promotional activity. Additionally, the increase in gross profit dollars compared to year-to-date 2023 was driven by the recognition in gross profit of $15 million year-to-date 2023 related to the fair value step-up adjustment on the acquired inventory from Adore Me.

Current wording

The increase in gross profit dollars was primarily due to the increase in net sales, reductions in costs of goods sold related to our supply chain initiative and a decrease in buying and occupancy expenses, partially offset by an increase in promotional activity. Additionally, the increase in gross profit dollars compared to year-to-date 2023 was driven by the recognition in gross profit of $22 million year-to-date 2023 related to the fair value step-up adjustment on the acquired inventory from Adore Me.

Previous wording

The gross profit rate increase was primarily driven by reductions in costs of goods sold related to our supply chain initiative and the expense recorded year-to-date 2023 as noted above, partially offset by increased promotional activity.

Current wording

The gross profit rate increase was primarily driven by reductions in costs of goods sold related to our supply chain initiative and the expense recorded year-to-date 2023 as noted above, partially offset by increased promotional activity. Additionally, the gross profit rate increase was due to leverage in buying and occupancy expenses as a result of the increase in net sales and a decrease in buying and occupancy expenses compared to year-to-date 2023.

Previous wording

The general, administrative and store operating expense rate (expressed as a percentage of net sales) decreased slightly to 32.9% from 33.0% due to the decrease in marketing expenses, charges related to Adore Me purchase accounting items and the restructuring charge recognized in 2023, partially offset by increases in certain other administrative expenses compared to year-to-date 2023.

Current wording

For year-to-date 2024, our general, administrative and store operating expenses remained flat at $1.429 billion as a decrease in marketing expenses and charges related to Adore Me purchase accounting items were offset by an increase in wage rates, an increase in certain other administrative expenses and an increase in the restructuring charges year-to-date 2024 compared to year-to-date 2023.

Previous wording

For year-to-date 2024, our interest expense decreased $3 million to $43 million compared to year-to-date 2023 primarily due to our lower average outstanding debt, partially offset by higher average borrowing rates for our ABL Facility and Term Loan Facility.

Current wording

For year-to-date 2024, our interest expense decreased $6 million to $66 million compared to year-to-date 2023 primarily due to our lower average outstanding debt, partially offset by higher average borrowing rates for our ABL Facility and Term Loan Facility.

Previous wording

For year-to-date 2024, the Company’s effective tax rate was 35.9% compared to 62.0% year-to-date 2023. The year-to-date 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 year-to-date 2023 rate differed from the Company’s combined estimated federal and state statutory rate primarily due to non-deductible liabilities related to contingent consideration and Contingent Compensation Payments under the terms of the Merger Agreement.

Current wording

For year-to-date 2024, the Company’s effective tax rate was (7.8%) compared to 20.6% year-to-date 2023. The year-to-date 2024 rate differed from the Company’s combined estimated federal and state statutory rate primarily due toadditional tax expense from the vesting of share-based compensation awards. The year-to-date 2023 rate differed from the Company’s combined estimated federal and state statutory rate primarily due to non-deductible liabilities related to contingent consideration and Contingent Compensation Payments under the terms of the Merger Agreement.

Previous wording

(a)The August 3, 2024 and July 29, 2023 amounts represent twenty-six-week periods and the February 3, 2024 amounts represent a fifty-three-week period.

Current wording

(a)The November 2, 2024 and October 28, 2023 amounts represent thirty-nine-week periods and the February 3, 2024 amounts represent a fifty-three-week period.

Previous wording

(b)For the reporting period ended August 3, 2024, the availability under the ABL Facility was limited by our borrowing base of $647 million, less outstanding borrowings of $145 million and letters of credit of $19 million. For the reporting period ended February 3, 2024, the availability was limited by our borrowing base of $587 million, less outstanding borrowings of $145 million and letters of credit of $19 million. For the reporting period ended July 29, 2023, the availability under the ABL Facility was limited by our borrowing base of $579 million, less outstanding borrowings of $295 million and letters of credit of $30 million.

Current wording

(b)For the reporting period ended November 2, 2024, the availability under the ABL Facility was limited to the maximum aggregate commitment amount of $750 million, less outstanding borrowings of $440 million and letters of credit of $19 million. For the reporting period ended February 3, 2024, the availability was limited by our borrowing base of $587 million, less outstanding borrowings of $145 million and letters of credit of $19 million. For the reporting period ended October 28, 2023, the availability under the ABL Facility was limited to the maximum aggregate commitment amount of $750 million, less outstanding borrowings of $555 million and letters of credit of $19 million.

Previous wording

Net cash used for operating activities reflects net income (loss) adjusted for non-cash items, including depreciation and amortization, share-based compensation expense, gain on sale of assets and deferred tax expense, as well as changes in working capital. Net cash used for operating activities year-to-date 2024 was $1 million, a decrease in net cash flows used for operating activities of $18 million compared to year-to-date 2023. The decrease in net cash flows used for operating activities in year-to-date 2024 was primarily driven by an increase in net income of $27 million and lower net operating cash outflows associated with working capital changes of $28 million compared to year-to-date 2023, partially offset by a decrease in depreciation and amortization of long-lived assets of $16 million and the $15 million amortization of the fair value adjustment on the acquired inventory from Adore Me year-to-date 2023. The most significant working capital driver resulting in the decrease in net operating cash outflows this year compared to last year is related to income taxes paid of $37 million year-to-date 2024 compared to $59 million paid year-to-date 2023.

Current wording

Net cash used for operating activities reflects net loss adjusted for non-cash items, including depreciation and amortization, share-based compensation expense, gain on sale of assets and deferred tax expense, as well as changes in working capital. Net cash used for operating activities year-to-date 2024 was $249 million, an increase in net cash flows used for operating activities of $49 million compared to year-to-date 2023. The increase in net cash flows used for operating activities in year-to-date 2024 was primarily driven by higher net operating cash outflows associated with working capital changes of $38 million, a decrease in depreciation and amortization of long-lived assets of $24 million and the $22 million amortization of the fair value adjustment on the acquired inventory from Adore Me year-to-date 2023, partially offset by a decrease in net loss of $43 million compared to year-to-date 2023. The most significant working capital driver resulting in the increase in net operating cash outflows year-to-date 2024 compared to year-to-date 2023 is related to the higher seasonal increase in inventory levels driven by the earlier receipt of holiday shipments compared to year-to-date 2023. The increase in net operating cash outflows year-to-date 2024 compared to year-to-date 2023 is partially offset by the payment of the occupancy-related legal matter year-to-date 2023 and income taxes paid of $45 million year-to-date 2024 compared to $65 million paid year-to-date 2023.

Previous wording

Net cash used for investing activities year-to-date 2024 was $83 million, consisting of $99 million of capital expenditures, partially offset by $16 million of proceeds on the sale of certain non-store corporate-related assets. The capital expenditures were primarily related to our store capital program and investments in technology related to our strategic initiatives to drive growth.

Current wording

Net cash used for investing activities year-to-date 2024 was $133 million, consisting primarily of $150 million of capital expenditures, partially offset by $16 million of proceeds on the sale of certain non-store corporate-related assets. The capital expenditures were primarily related to our store capital program and investments in technology related to our strategic initiatives to drive growth.

Previous wording

Net cash used for investing activities year-to-date 2023 was $143 million, consisting primarily of capital expenditures. The capital expenditures were primarily related to our store capital program and investments in technology related to our strategic initiatives to drive growth and technology investments relating to separation activities from Bath & Body Works, Inc.

Current wording

Net cash used for investing activities year-to-date 2023 was $223 million, consisting primarily of capital expenditures of $224 million. The capital expenditures were primarily related to our store capital program and investments in technology related to our strategic initiatives to drive growth and technology investments relating to separation activities from Bath & Body Works, Inc.

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