0001856437-23-000013 | 10-K | XBRL Viewer

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Cover - USD ($)	12 Months Ended
Cover - USD ($)	28 janvier 2023	10 mars 2023	30 juillet 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--01-28
Document Period End Date	28 janvier 2023
Document Transition Report	faux
Entity File Number	001-40515
Entity Registrant Name	VICTORIA'S SECRET & CO.
Entity Central Index Key	0001856437
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	faux
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3167653
Entity Address, Address Line One	4 Limited Parkway East,
Entity Address, City or Town	Reynoldsburg,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43068
City Area Code	614
Local Phone Number	577-7000
Title of 12(b) Security	Common Stock, 0,01 $ Par Value
Trading Symbol	VSCO
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Oui
Entity Voluntary Filers	Non
Entity Current Reporting Status	Oui
Entity Interactive Data Current	Oui
Entity Filer Category	Large Accelerated Filer
Entity Small Business	faux
Entity Emerging Growth Company	faux
ICFR Auditor Attestation Flag	true
Entity Shell Company	faux
Entity Public Float			3 013 232 812 $
Entity Common Stock, Shares Outstanding		77 746 058,00
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for the Registrant’s 2023 Annual Meeting of Stockholders are incorporated by reference into Part III.

Audit Information	12 Months Ended
Audit Information	28 janvier 2023
Auditor Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Grandview Heights, Ohio
Auditor Firm ID	42

Consolidated Statements of Income (Loss) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Income Statement [Abstract]
Net Sales	6 344 $	6 785 $	5 413 $
Costs of Goods Sold, Buying and Occupancy	(4,086)	(4,025)	(3,842)
Gross Profit	2 258,00	2 760,00	1 571,00
General, Administrative and Store Operating Expenses	(1,780)	(1,890)	(1,672)
Operating Income (Loss)	478	870	(101)
Interest Expense	(60)	(27)	(6)
Other Income (Loss)	(1)	0	1
Income (Loss) Before Income Taxes	417	843	(106)
Provision (Benefit) for Income Taxes	79	197	(34)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	338	646	(72)
Less: Net Loss Attributable to Noncontrolling Interest	(10)	0	0
Net Income (Loss) Attributable to Victoria's Secret & Co.	348 $	646 $	$ (72)
Net Income (Loss) Per Basic Share (in dollars per share)	4,24 $	7,34 $	$ (0,82)
Net Income (Loss) Per Diluted Share (in dollars per share)	4,14 $	7,18 $	$ (0,82)

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Consolidated Statements of Income [Abstract]
Net Income (Loss)	338 $	646 $	$ (72)
Other Comprehensive Income (Loss), Net of Tax
Foreign Currency Translation	(7)	1	(3)
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital	3	0	0
Reclassification of Foreign Currency Translation to Earnings	0	0	36
Total Other Comprehensive Income (Loss), Net of Tax	(4)	1	33
Total Comprehensive Income (Loss)	334	647	(39)
Less: Net Loss Attributable to Noncontrolling Interest	(10)	0	0
Less: Foreign Currency Translation Attributable to Noncontrolling Interest	0	0	0
Comprehensive Income (Loss) Attributable to Victoria's Secret & Co.	344 $	647 $	$ (39)

Consolidated Balance Sheets - USD ($) $ in Millions	28 janvier 2023	29 janvier 2022
Current Assets:
Cash and Cash Equivalents	427 $	490 $
Accounts Receivable, Net	141	162
Inventories	1 052,00	949
Autre	117	90
Total Current Assets	1 737,00	1 691,00
Property and Equipment, Net	846	957
Operating Lease Assets	1 232,00	1 369,00
Goodwill	365	0
Trade Names	289	246
Other Intangible Assets	137	0
Deferred Income Taxes	18	17
Other Assets	87	64
Total Assets	4 711,00	4 344,00
Current Liabilities:
Accounts Payable	481	538
Accrued Expenses and Other	737	714
Current Debt	4	4
Current Operating Lease Liabilities	310	340
Income Taxes	47	102
Total Current Liabilities	1 579,00	1 698,00
Deferred Income Taxes	53	58
Long-term Debt	1 271,00	978
Long-term Operating Lease Liabilities	1 201,00	1 314,00
Other Long-term Liabilities	206	39
Total Liabilities	4 310,00	4 087,00
Shareholders’ Equity:
Preferred Stock—0,01 $ par value; 10 shares authorized; none issued	0	0
Common Stock—0,01 $ par value; 1 000,00 shares authorized; 80 and 85 shares issued; 80 and 85 shares outstanding, respectively	1	1
Paid-in Capital	195	125
Accumulated Other Comprehensive Income	1	5
Retained Earnings	186	126
Total Victoria's Secret & Co. Shareholders' Equity	383	257
Noncontrolling Interest	18	0
Total Equity	401	257
Total Liabilities and Equity	4 711 $	4 344 $

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions	28 janvier 2023	29 janvier 2022
Statement of Financial Position [Abstract]
Preferred Stock, par value (in dollars per share)	0,01 $	0,01 $
Preferred Stock, shares authorized (in shares)	10	10
Preferred Stock, shares issued (in shares)	0	0
Common Stock, par value (in dollars per share)	0,01 $	0,01 $
Common Stock, shares authorized (in shares)	1 000,00	1 000,00
Common Stock, shares issued (in shares)	80	85
Common Stock, shares outstanding (in shares)	80	85

Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Paid-in Capital	Net Investment by Former Parent	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Treasury Stock	Noncontrolling Interest	Parent
Beginning Balance at Feb. 01, 2020	1 314 $			1 341 $	$ (29)			2 $	1 312 $
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other Comprehensive Income	33				33				33
Total Comprehensive Income (Loss)	(39)			(72)	33				(39)
Net Transfers to Former Parent	(382)			(382)					(382)
Stockholders' Equity, Other	(2)							(2)
Ending Balance at Jan. 30, 2021	891			887	4			0	891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	(72)			(72)					(72)
Other Comprehensive Income	1				1				1
Total Comprehensive Income (Loss)	647			328	1	318 $			647
Net Transfers to Former Parent	(1,053)			(1,053)					(1,053)
Transfer of Former Parent to Additional Paid-in Capital	0		162 $	(162)
Issuance of Common Stock (in shares)		88
Issuance of Common Stock	1	1 $							1
Repurchase of Common Stock (in shares)		(4)
Repurchase of Common Stock	(250)		(50)				$ (200)		(250)
Treasury Share Retirement	0		(8)			(192)	200
Stockholders' Equity, Other Shares		1
Stockholders' Equity, Other	$ (21)		(21)						(21)
Ending Balance (in shares) at Jan. 29, 2022	85	85
Ending Balance at Jan. 29, 2022	257 $	1 $	125	0	5	126	0	0	257
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)	646			328		318			646
Other Comprehensive Income	(4)				(4)			0	(4)
Total Comprehensive Income (Loss)	334			0	(4)	348		(10)	344
Repurchase of Common Stock (in shares)		(6)
Repurchase of Common Stock	(250)		50				(300)		(250)
Treasury Share Retirement	0		(12)			(288)	300
Share-based Compensation and Other (in shares)		0
Share-based Compensation Expense	48		48						48
Stockholders' Equity, Other Shares		(2)
Stockholders' Equity, Other	9 $		9						9
Ending Balance (in shares) at Jan. 28, 2023	80	80
Ending Balance at Jan. 28, 2023	401 $	1 $	195	0 $	1 $	186	0 $	18	383
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation		(1)
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(42)		(42)						(42)
Net Income (Loss)	338					348 $		(10)	348
Noncontrolling Interest, Increase from Sale of Parent Equity Interest	45 $		17 $					28 $	17 $

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation of Long-lived Assets	274 $	303 $	326 $
Share-based Compensation Expense	48	33	25
Deferred Income Taxes	(28)	1	(64)
Asset Impairment Charges	0	0	254
Gain related to Formation of U.K. Joint Venture	0	0	(54)
Gain from Hong Kong Store Closure and Lease Termination	0	0	(39)
Changes in Assets and Liabilities, Net of Assets and Liabilities related to the Acquisition:
Accounts Receivable	22	(21)	36
Inventories	0	(247)	141
Accounts Payable, Accrued Expenses and Other	(163)	173	49
Income Taxes	(67)	119	(25)
Other Assets and Liabilities	13	(156)	97
Net Cash Provided by Operating Activities	437	851	674
Investing Activities:
Payments to Acquire Businesses, Net of Cash Acquired	(369)	0	0
Capital Expenditures	(164)	(169)	(127)
Investment in Frankies Bikinis, LLC	(18)	0	0
Other Investing Activities	(4)	0	4
Net Cash Used for Investing Activities	(555)	(169)	(123)
Financing Activities:
Borrowings from Asset-based Revolving Credit Facility	295	0	0
Repurchases of Common Stock	(250)	(250)	0
Cash Received from Noncontrolling Interest Holder	55	0	0
Tax Payments related to Share-based Awards	(42)	(4)	0
Proceeds from Stock Option Exercises	5	5	0
Payments of Long-term Debt	(4)	(1)	0
Proceeds from Issuance of Long-term Debt, Net of Issuance Costs and Discounts	0	982	0
Net Transfers to Former Parent	0	(1,253)	(407)
Borrowing from Former Parent	0	0	97
Other Financing Activities	(1)	(6)	0
Net Cash Provided by (Used for) Financing Activities	58	(527)	(465)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	(3)	0	4
Net Increase (Decrease) in Cash and Cash Equivalents	(63)	155	90
Cash and Cash Equivalents, Beginning of Period	490	335	245
Cash and Cash Equivalents, End of Period	427	490	335
Net Income (Loss)	338	646	(72)
Foreign Facilities
Financing Activities:
Borrowings from Foreign Facilities	0	0	34
Repayments of Foreign Facilities	0 $	0 $	$ (189)

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

28 janvier 2023

Accounting Policies [Abstract]

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Victoria's Secret & Co. is a specialty retailer of women's intimate and other apparel and beauty products marketed under the Victoria's Secret, PINK and Adore Me brand names. The Company has more than 910 stores in the U.S., Canada and China as well as its own websites, www.VictoriasSecret.com, www.PINK.com and www.AdoreMe.com and other online channels worldwide. Additionally, the Company has approximately 450 stores in approximately 70 countries operating under franchise, license and wholesale arrangements. The Company also includes the merchandise sourcing and production function serving the Company and its international partners. The Company operates as a single segment designed to serve customers worldwide seamlessly through stores and online channels.

On November 1, 2022, the Company announced that it had signed a Merger Agreement to acquire 100 % of Adore Me. On December 30, 2022, the acquisition was completed pursuant to the terms and conditions of the Merger Agreement. For additional information, see Note 2, "Acquisition."

In July 2022, the Company announced a new, simplified corporate leadership structure designed to unite the Company's brands, better align its teams with a shifting consumer landscape and enable better execution of its strategy. The restructuring eliminated approximately 160 management roles, or approximately 5 % of the Company's home office headcount. In the fourth quarter of 2022, the Company executed additional restructuring actions to continue to reorganize and improve its organizational structure. For additional information, see Note 6, "Restructuring Activities."

Victoria's Secret & Co. Spin-Off

On July 9, 2021, L Brands announced that its Board of Directors approved the previously announced separation of the Victoria's Secret business, including PINK, into an independent, publicly traded company. Prior to the Separation, L Brands operated the Bath & Body Works, Victoria's Secret and PINK retail brands.

On August 2, 2021, after the New York Stock Exchange market closing, the Separation of the Victoria's Secret business was completed. On August 3, 2021, Victoria's Secret & Co. became an independent, publicly-traded company trading on the NYSE under the stock symbol "VSCO."

The Separation was achieved through the Former Parent's distribution of 100 % of the shares of the Company's common stock to holders of the Former Parent's common stock as of the close of business on the record date of July 22, 2021. The Former Parent's stockholders of record received one share of the Company's common stock for every three shares of the Former Parent's common stock. In connection with the Separation, the Company made a cash payment of approximately 976 $ million to the Former Parent on August 2, 2021 from the issuances of certain debt (discussed in Note 13, "Long-term Debt and Borrowing Facilities"). The Former Parent retained no ownership interest in the Company following the Separation.

The Company entered into several agreements with the Former Parent that, among other things, effect the Separation and govern the relationship of the parties following the Separation, including a Separation and Distribution Agreement, a Tax Matters Agreement, an L Brands to VS Transition Services Agreement, a VS to L Brands Transition Services Agreement, an Employee Matters Agreement and a Domestic Transportation Services Agreement. For additional information, see Note 3, "Transactions with Former Parent."

Fiscal Year

The Company's fiscal year ends on the Saturday nearest to January 31. As used herein, "2022," "2021" and "2020" refer to the 52-week periods ended January 28, 2023, January 29, 2022 and January 30, 2021, respectively.

Basis of Presentation - Consolidated and Combined Financial Statements

The Company's financial statements for periods through the Separation date of August 2, 2021 are combined financial statements prepared on a "carve-out" basis as discussed below. The Company's financial statements for the period from August 3, 2021 through January 28, 2023 are consolidated financial statements based on the reported results of Victoria's Secret & Co. as a standalone company.

The Consolidated and Combined Financial Statements have been prepared in conformity with GAAP. The Consolidated and Combined Financial Statements may not be indicative of the Company's future performance and do not necessarily reflect what the financial position, results of operations, and cash flows would have been had it operated as an independent company during all of the periods presented.

Basis of Presentation - Prior to Separation

Through the Separation date, the Company's combined financial statements are prepared on a "carve-out" basis. The Combined Financial Statements have been derived from the consolidated financial statements and accounting records of the Former Parent in conformity with GAAP.

Intracompany transactions have been eliminated. Transactions between the Company and the Former Parent have been included in these financial statements.

For the periods prior to the Separation, certain of the Former Parent's assets and liabilities that were specifically identifiable or otherwise attributable to the Company were included in the Company's balance sheets. For the periods prior to the Separation, the Former Parent's third-party long-term notes payable and the related interest expense were not allocated to the Company as the Company was not the legal obligor of such debt.

For the periods prior to the Separation, the Former Parent utilized a centralized approach to cash management and financing its operations. The cash and cash equivalents held by the Former Parent at the corporate level were not specifically identifiable to the Company and, therefore, were not reflected in the Company's balance sheets. Cash transfers between the Former Parent and the Company were accounted for through Net Investment by Former Parent. Cash and cash equivalents that are included in the Company's balance sheets for the periods prior to the Separation represent cash and cash equivalents held by the Company prior to any potential transfer to the centralized cash management pool of the Former Parent.

For the periods prior to the Separation, the Consolidated and Combined Statements of Income (Loss) include costs for certain functions, including information technology, human resources and store design and construction, that historically were provided and administered on a centralized basis by the Former Parent. Starting in the third quarter of 2020, as part of the steps to prepare the Company to operate as a separate, standalone company, these functions were transitioned to the business and began to be operated and administered as part of Victoria's Secret & Co. For additional information, see Note 6, "Restructuring Activities." Costs applicable to the Company related to these functions are included in the Consolidated and Combined Statements of Income (Loss) for all periods presented. Prior to the transition of these functions, these costs were directly charged to the Company by the Former Parent.

In addition, for purposes of preparing the combined financial statements on a "carve-out" basis prior to the Separation, a portion of the Former Parent's corporate expenses were allocated to the Company. These expense allocations include the cost of corporate functions and resources provided by, or administered by, the Former Parent including, but not limited to, executive management and other corporate and governance functions, such as corporate finance, internal audit, tax and treasury. The related employee payroll and benefit costs associated with such functions, such as share-based compensation, were included in the expense allocations. Corporate expenses of 49 $ million and 77 $ million in 2021 and 2020, respectively, were allocated and included within General, Administrative and Store Operating Expenses in the Consolidated and Combined Statements of Income (Loss).

Costs were allocated to the Company based on direct usage when identifiable or, when not directly identifiable, on the basis of proportional net sales. Management considers the basis on which the expenses have been allocated to reasonably reflect the utilization of services provided to, or the benefit received by, the Company during the periods presented. However, the allocations may not reflect the expenses the Company would have incurred if the Company had been a standalone company for the periods presented. Actual costs that may have been incurred if the Company had been a standalone company would depend on a number of factors, including the organizational structure, whether functions were outsourced or performed by employees, and strategic or capital decisions. Going forward, the Company may perform these functions using its own resources or outsourced services. For a period following the Separation, however, some of these functions will continue to be provided by the Former Parent under a transition services agreement, and the Company will provide some services to the Former Parent under a transition services agreement. The Company has also entered into certain commercial arrangements with the Former Parent in connection with the Separation. For more information, see Note 3, "Transactions with Former Parent."

During the periods prior to the Separation that are presented in these Consolidated and Combined Financial Statements, the Company's income tax expense (benefit) and deferred tax balances were included in the Former Parent's income tax returns. Income tax expense (benefit) and deferred tax balances contained in these Consolidated and Combined Financial Statements for periods prior to the Separation are presented on a separate return basis, as if the Company had filed its own income tax returns. As a result, actual tax transactions included in the consolidated financial statements of the Former Parent may or may not be included in the Consolidated and Combined Financial Statements of the Company. Similarly, the tax treatment of certain items reflected in the Consolidated and Combined Financial Statements of the Company may or may not be reflected in the consolidated financial statements and income tax returns of the Former Parent. The taxes recorded in the Consolidated and Combined Statements of Income (Loss) for periods prior to the Separation are not necessarily representative of the taxes that may arise in the future when the Company files its income tax returns independent from the Former Parent's returns.

Impacts of Macroeconomic Environment

The Company's operations and financial performance have been adversely impacted by deterioration in economic conditions in the United States and globally, which were caused in part by the COVID-19 pandemic. The current macroeconomic environment is characterized by record-high inflation, supply chain challenges, labor shortages, high interest rates, volatility in global capital markets and growing recession risk. Such macroeconomic conditions have and could continue to adversely affect the Company's business, for example, by reducing consumer demand for our products and leading to decreased sales.

Cash and Cash Equivalents

Cash and Cash Equivalents include cash on hand, demand deposits with financial institutions, credit and debit card receivables and highly liquid investments with original maturities of 90 days or less. The Company's Cash and Cash Equivalents are considered Level 1 fair value measurements as they are valued using unadjusted quoted prices in active markets for identical assets.

Concentration of Credit Risk

The Company maintains cash and cash equivalents with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom the Company transacts and limits the amount of credit exposure with any one entity. The Company's investment portfolio is primarily comprised of bank deposits.

The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which the Company grants credit terms in the normal course of business. The Company determines the required allowance for expected credit losses using information such as customer credit history and financial condition. Amounts are charged against the allowance when it is determined that expected credit losses may occur.

Inventories

Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis.

The Company records valuation adjustments to its inventories if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future demand and market conditions and analysis of historical experience.

The Company also records inventory loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory. These estimates are based on management's analysis of historical results, operating trends and consumer behavior.

Advertising Costs

Advertising and marketing costs are expensed at the time the promotion first appears in media, or in the store or when the advertising is mailed. Advertising and marketing costs totaled 344 $ million for 2022, 334 $ million for 2021 and 239 $ million for 2020.

Property and Equipment

The Company’s property and equipment are recorded at cost and depreciation is computed on a straight-line basis using the following depreciable life ranges:


Category of Property and Equipment						Depreciable Life Range
Software, including software developed for internal use						3 - 5 years
Furniture, fixtures and equipment						3 - 10 years
Leasehold improvements						Shorter of lease term or 10 years
Non-store related building and site improvements						10 - 15 years
Other property and equipment						20 years
Buildings						30 years

When a decision has been made to dispose of property and equipment prior to the end of the previously estimated useful life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life. The Company's cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in net income (loss). Maintenance and repairs are charged to expense as incurred. Major renewals and betterments that extend useful lives are capitalized.

Long-lived store assets, which include leasehold improvements, store related assets and operating lease assets (subsequent to the adoption of ASC 842, Leases), are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Store assets are grouped at the lowest level for which they are largely independent of other assets or asset groups. If the estimated undiscounted future cash flows related to the asset group are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, determined by the estimated discounted future cash flows of the asset group. For operating lease assets, the Company determines the fair value of the assets by comparing the contractual rent payments to estimated market rental rates. An individual asset within an asset group is not impaired below its estimated fair value. The fair value of long-lived store assets is determined using Level 3 inputs within the fair value hierarchy.

Leases and Leasehold Improvements

The Company leases retail space, office space, warehouse facilities, storage space, equipment and certain other items under operating leases. A substantial portion of the Company's leases are operating leases for its stores, which generally have an initial term of 10 years. Annual store rent consists of a fixed minimum amount and/or variable rent based on a percentage of sales exceeding a stipulated amount. Store lease terms generally also require additional payments covering certain operating costs such as common area maintenance, utilities, insurance and taxes. Certain leases contain predetermined fixed escalations of minimum rentals or require periodic adjustments of minimum rentals, depending on an index or rate. Additionally, certain leases contain incentives, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property.

At the date of control of the leased asset, the Company recognizes an asset for the right to use the leased asset and a liability based on the present value of the unpaid fixed lease payments. Operating lease costs are recognized on a straight-line basis as lease expense over the lease term. Variable lease payments associated with the Company's leases are recognized upon occurrence of the event or circumstance on which the payments are assessed. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the lease term.

For leases entered into or reassessed after the adoption of ASC 842, Leases, the Company has elected the practical expedient allowed by the standard to account for all fixed consideration in a lease as a single lease component. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed operating costs such as common area maintenance and utilities.

The Company uses its incremental borrowing rate, adjusted for collateral, to determine the present value of its unpaid lease payments.

The Company's store leases often include options to extend the initial term or to terminate the lease prior to the end of the initial term. The exercise of these options is typically at the sole discretion of the Company. These options are included in determining the initial lease term at lease commencement if the Company is reasonably certain to exercise the option. Additionally, the Company may operate stores for a period of time on a month-to-month basis after the expiration of the lease term.

The Company also has leasehold improvements which are amortized over the shorter of their estimated useful lives or the period from the date the assets are placed in service to the end of the initial lease term. Leasehold improvements made after the inception of the initial lease term are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured.

Intangible Assets

The Company has certain intangible assets resulting from business combinations and acquisitions that are recorded at cost.

The Company has goodwill resulting from the Adore Me acquisition on December 30, 2022. Goodwill is reviewed for impairment at the reporting unit level each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that each reporting unit's fair value is less than its carrying value (including goodwill), or to proceed directly to the quantitative assessment which requires a comparison of the reporting unit's fair value to its carrying value (including goodwill). If the Company determines that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment charge equal to the difference, not to exceed the total amount of goodwill allocated to the reporting unit. The Company's reporting units are determined in accordance with the provisions of ASC 350, Intangibles - Goodwill and Other.

The Victoria's Secret trade name is an intangible asset with an indefinite life. Intangible assets with indefinite lives are reviewed for impairment each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired, or to proceed directly to the quantitative assessment which requires a comparison of the fair value of the intangible asset to its carrying value. To determine if the fair value of the asset is less than its carrying amount, the Company will estimate the fair value, usually determined by the relief from royalty method under the income approach, and compare that value with its carrying amount. If the carrying value of the trade name exceeds its fair value, the Company recognizes an impairment charge equal to the difference.

The Company also has definite-lived intangible assets, which includes customer relationships, developed technology and the Adore Me trade name. Definite-lived intangible assets are amortized over their useful lives and are evaluated for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired.

Foreign Currency Translation

The functional currency of the Company's foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The Company's resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in shareholders' equity. Accumulated foreign currency translation adjustments are reclassified to net income (loss) when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity.

Fair Value

The authoritative guidance included in ASC 820, Fair Value Measurement, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. This authoritative guidance further establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•Level 1—Quoted market prices in active markets for identical assets or liabilities.

•Level 2—Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company estimates the fair value of financial instruments, property and equipment, goodwill, trade names, other intangible assets and contingent consideration in accordance with the provisions of ASC 820. The recorded amounts for cash and cash equivalents, accounts receivable, prepaid expenses, other current assets and current liabilities approximate fair value due to the short-term nature of these assets and liabilities.

Derivative Financial Instruments

The Company from time to time uses derivative financial instruments to manage exposure to foreign currency exchange rates. The Company does not use derivative instruments for trading purposes. All derivative instruments are recorded on the Consolidated Balance Sheets at fair value.

The earnings of the Company's foreign operations are subject to exchange rate risk as substantially all the merchandise is sourced through U.S. dollar transactions. The Company from time to time utilizes foreign currency forward contracts designated as cash flow hedges to mitigate this foreign currency exposure. Amounts for these designated cash flow hedges are reclassified from Accumulated Other Comprehensive Income (Loss) upon sale of the hedged merchandise to the customer. These gains and losses are recognized in Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income (Loss). During the second quarter of 2021, the Company terminated its foreign currency forward contracts designated as cash flow hedges that were used to mitigate foreign currency exposure for its Canadian operations. The fair value of designated cash flow hedges is not significant for any period presented.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, taxes currently payable or refundable are accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for realizable operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Company's Consolidated and Combined Statement of Income (Loss) in the period that includes the enactment date. The Company treats the global intangible low-taxed income provision enacted as part of the U.S. Tax Cuts and Jobs Act as a current period expense. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.

In determining the Company's provision for income taxes, the Company considers permanent differences between book and tax income and statutory income tax rates. The Company's effective income tax rate is affected by items including changes in tax law, the tax jurisdiction of new stores or business ventures and the level of earnings.

The Company follows a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 % likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may differ from forecasted outcomes. The Company's policy is to include interest and penalties related to uncertain tax positions in income tax expense.

The Company's income tax returns, like those of most companies, are periodically audited by domestic and foreign tax authorities. These audits include questions regarding the Company's tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. A number of years may elapse before a particular matter for which the Company has established an accrual is audited and fully resolved or clarified. The Company adjusts its tax contingencies accrual and income tax provision in the period in which matters are effectively settled with tax authorities at amounts different from its established accrual, when the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. The Company includes its tax contingencies accrual, including accrued penalties and interest, in Other Long-term Liabilities on the Consolidated Balance Sheets unless the liability is expected to be paid within one year. Changes to the tax contingencies accrual, including accrued penalties and interest, are included in Provision (Benefit) for Income Taxes on the Consolidated and Combined Statements of Income (Loss).

Self-Insurance

The Company is self-insured for medical, workers' compensation, property, general liability and automobile liability up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported ("IBNR") claims. IBNR claims are estimated using historical claim information and actuarial estimates.

Equity Method Investments

The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee's net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company's share of net income or loss of unconsolidated entities from which the Company purchases merchandise or merchandise components is included in Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income (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 and Combined Statements of Income (Loss). The Company's equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value.

In March 2022, the Company acquired a minority interest in swimwear brand Frankies Bikinis, LLC ("Frankies Bikinis") in exchange for 18 $ million. The investment in Frankies Bikinis is accounted for using the equity method of accounting.

The total carrying value of equity method investments was 56 $ million and 35 $ million as of January 28, 2023 and January 29, 2022. These investments are recorded in Other Assets on the Consolidated Balance Sheets.

Net Investment by Former Parent

Net Investment by Former Parent represents the Former Parent's historical investment in the Company, the accumulated net earnings after taxes and the net effect of the transactions with and allocations from the Former Parent. All transactions reflected in Net Investment by Former Parent have been considered as financing activities for purposes of the Consolidated and Combined Statements of Cash Flows.

For additional information, see Basis of Presentation above and Note 3, “Transactions with Former Parent.”

Noncontrolling Interest

The Company accounts for investments in entities where it has control over the entity by consolidating the entities' assets, liabilities and results of operations and including them in the Company's Consolidated and Combined Financial Statements. The share of the investment not owned by the Company is reflected in Noncontrolling Interest in the Consolidated Balance Sheets. The Company recognizes the share of net income or loss not attributable to the Company in Net Loss Attributable to Noncontrolling Interest in the Consolidated and Combined Statements of Income. Noncontrolling interest in fiscal year 2022 represents the portion of equity interests in a joint venture that operates the business in China that is not owned by the Company. Noncontrolling interest in fiscal year 2020 represents the portion of equity interests in a technology joint venture in India that was not owned at that time by the Company.

Share-based Compensation

Prior to the Separation, certain Company employees participated in the share-based compensation plans sponsored by the Former Parent. The Former Parent's share-based compensation awards granted to the employees of the Company consisted of the Former Parent's stock options and restricted stock. As such, prior to the Separation, the awards granted to Company employees are reflected in Net Investment by Former Parent within the Consolidated and Combined Statements of Equity at the time they were expensed. Prior to the Separation, the Consolidated and Combined Statements of Income (Loss) also include an allocation of the Former Parent's corporate and shared employee share-based compensation expenses.

The Company recognizes all share-based payments to employees and directors as compensation cost over the service period based on their estimated fair value on the date of grant. The Company estimates award forfeitures at the time awards are granted and adjusts, if necessary, in subsequent periods based on historical experience and expected future forfeitures.

Compensation cost is recognized over the service period for the fair value of awards that actually vest. Compensation expense for awards without a performance condition or a graded vesting schedule is recognized, net of estimated forfeitures, using a single award approach (each award is valued as one grant). Compensation expense for awards with a performance condition or a graded vesting schedule is recognized, net of estimated forfeitures, using a multiple award approach (each vesting tranche is valued as one grant).

Revenue Recognition

The Company recognizes revenue based on the amount it expects to receive when control of the goods or services is transferred to the customer. The Company recognizes sales upon customer receipt of merchandise, which, for direct channel revenues, reflect an estimate of shipments that have not yet been received by the customer based on shipping terms and historical delivery times. The Company's shipping and handling revenues are included in Net Sales with the related costs included in Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income (Loss). The Company also provides a reserve for projected merchandise returns based on historical experience. Net Sales exclude sales and other similar taxes collected from customers.

The Company offers certain loyalty programs that allow customers to earn points based on purchasing activity. As customers accumulate points and reach point thresholds, they can use the points to purchase merchandise in stores or online. The Company allocates revenue to points earned on qualifying purchases and defers recognition until the points are redeemed. The amount of revenue deferred is based on the relative stand-alone selling price method, which includes an estimate for points not expected to be redeemed based on historical experience.

The Company sells gift cards with no expiration dates to customers. The Company does not charge administrative fees on unused gift cards. The Company recognizes revenue from gift cards when they are redeemed by the customer. In addition, the Company recognizes revenue on unredeemed gift cards where the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage). Gift card breakage revenue is recognized in proportion, and over the same period, as actual gift card redemptions. The Company determines the gift card breakage rate based on historical redemption patterns. Gift card breakage is included in Net Sales in the Consolidated and Combined Statements of Income (Loss).

Revenue earned in connection with the Company's credit card arrangements is primarily recognized based on credit card sales and usage and is included in Net Sales in the Consolidated and Combined Statements of Income (Loss).

The Company also recognizes revenues associated with franchise, license, wholesale and sourcing arrangements. Revenue recognized under franchise and license arrangements generally consists of royalties earned and recognized upon sale of merchandise by franchise and license partners to retail customers. Revenue is generally recognized under wholesale and sourcing arrangements at the time the title of merchandise passes to the partner.

Costs of Goods Sold, Buying and Occupancy

The Company's costs of goods sold include merchandise costs, net of discounts and allowances, freight and inventory shrinkage. The Company's buying and occupancy expenses primarily include payroll, benefit costs and operating expenses for its buying departments and distribution network, as well as rent, common area maintenance, real estate taxes, utilities, maintenance, fulfillment expenses and depreciation for the Company's stores, warehouse facilities and equipment.

General, Administrative and Store Operating Expenses

The Company’s general, administrative and store operating expenses primarily include payroll and benefit costs for its store-selling and administrative departments (including corporate functions), marketing, advertising and other operating expenses not specifically categorized elsewhere in the Consolidated and Combined Statements of Income (Loss).

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates, and the Company revises its estimates and assumptions as new information becomes available.

Recently Issued Accounting Pronouncements

The Company did not adopt any new accounting standards during 2022 that had a material impact on the Company's results of operations, financial position or cash flows. In addition, there are no new accounting standards not yet adopted that are expected to have a material impact on the Company's results of operations, financial position or cash flows.

Adore Me Acquisition

12 Months Ended

28 janvier 2023

Business Combination and Asset Acquisition [Abstract]

Adore Me Acquisition

Acquisition

On November 1, 2022, the Company announced that it had signed a Merger Agreement to acquire 100 % of Adore Me. The acquisition closed on December 30, 2022 pursuant to the terms and conditions of the Merger Agreement. Adore Me is a direct-to-consumer lingerie and apparel brand with technology driven commerce service and a series of innovation-driven products. The acquisition creates the opportunity for the Company to leverage Adore Me's expertise and technology to continue to improve the Victoria's Secret and PINK customer shopping experience and accelerate the modernization of the Company's digital platform.

Under the terms of the Merger Agreement, the Company made an upfront cash payment of 391 $ million at closing and will pay further cash consideration in an aggregate amount of at least 80 $ million, consisting of a fixed payment to be made on or prior to January 15, 2025, and up to 300 $ million based on the performance of Adore Me and achievement of specified strategic objectives and certain EBITDA and net revenue goals within the two-year period following closing of the transaction. Under the terms of the Merger Agreement, up to 60 $ million of the further cash consideration is subject to the continued employment of a certain Adore Me employee (“Contingent Compensation Payments”). These Contingent Compensation Payments are not included as consideration when applying the acquisition method of accounting and will be recognized as compensation expense within General, Administrative and Store Operating Expenses in the Consolidated Statements of Income if and when earned in future periods.

The total consideration when applying the acquisition method of accounting was 537 $ million, net of 22 $ million of cash acquired. The gross consideration as of the acquisition date of 559 $ million consists of 391 $ million in cash paid at closing, 98 $ million which represents the fair value of the contingent cash consideration and 70 $ million which represents the fair value of the future fixed payment.

The Company incurred approximately 15 $ million of acquisition-related costs related to the Adore Me transaction. Those costs, primarily related to professional advisory services and other transaction-related costs, are included within General, Administrative and Store Operating Expenses in the 2022 Consolidated Statement of Income.

The Company accounted for the acquisition of Adore Me using the acquisition method of accounting. Assets acquired and liabilities assumed have been recorded based on their preliminary fair values, and as a result, the estimates and assumptions are subject to change. The Company is still in the process of finalizing the valuation estimates and final purchase price allocation which includes potential adjustments related to the final working capital settlement and amounts allocated to intangible assets. The Company expects to complete this process no later than twelve months after the closing of the acquisition.

The following is a preliminary purchase price allocation of assets acquired and liabilities assumed related to the Adore Me acquisition:


	(in millions)
Accounts Receivable	$	1
Inventories	105
Other Current Assets	7
Property and Equipment, Net	12
Operating Lease Assets	5
Goodwill	365
Trade Name	43
Other Intangible Assets	137
Other Assets	1
Accounts Payable	17
Accrued Expenses and Other	88
Current Operating Lease Liabilities	2
Deferred Income Tax Liabilities	21
Long-term Operating Lease Liabilities	3
Other Long-term Liabilities	8
Net Assets Acquired and Liabilities Assumed	$	537

The following table represents the definite-lived intangible assets acquired, the preliminary fair values and respective useful lives:


	Useful Life	Preliminary Fair Value
		(in millions)
Customer Relationships	7 years	$	81
Developed Technology	6 years	56
Trade Name	10 years	43
Total Definite-Lived Intangible Assets		$	180

The Company used the multi-period excess earnings method to value the customer relationships intangible assets and the relief from royalty method to value the developed technology and trade name intangible assets. The significant assumptions used to estimate the fair value of customer relationships included forecasted revenues, customer attrition rates and a discount rate. The significant assumptions used to estimate the fair value of developed technology and the trade name included forecasted revenues, royalty rates and a discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The estimated weighted-average useful life was 7,40 years for definite-lived intangible assets.

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets recognized for Adore Me, and represents the future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the consummation of the acquisition of Adore Me. The goodwill arising from the acquisition is not expected to be deductible for tax purposes. For additional information about goodwill and other intangible assets, see Note 10, "Intangible Assets."

The Company consolidates Adore Me's financial information on an approximate one-month reporting lag. Accordingly, given the acquisition closing date of December 30, 2022, the operating results of Adore Me subsequent to the acquisition date will be recorded in fiscal year 2023.

Pro Forma Financial Information

In accordance with ASC 805, Business Combinations, the following unaudited pro forma results of operations for 2022 and 2021, respectively, assumes the Adore Me acquisition was completed on the first day of fiscal year 2021, or January 31, 2021. The following pro forma results include adjustments to reflect acquisition-related costs, amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of inventories.


	2022		2021
	(in millions)
Net Sales	$	6,595	$	6,996
Net Income Attributable to Victoria's Secret & Co.	330		544

The unaudited pro forma financial information may not be indicative of the results that would have been obtained had the acquisition occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the Company has incurred or may incur to integrate the acquired business.

Transactions with Former Parent

12 Months Ended

28 janvier 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Transactions with Former Parent

Prior to the Separation, the Company's financial statements were prepared on a "carve-out" basis and were derived from the consolidated financial statements and accounting records of the Former Parent. The following discussion summarizes activity between the Company and the Former Parent.

Allocation of General Corporate Expenses

Prior to the Separation, for purposes of preparing the financial statements on a "carve-out" basis, the Company was allocated a portion of the Former Parent's total corporate expenses. See Note 1 for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing the financial statements on a "carve-out" basis.

Long-term Debt due to Former Parent

Prior to the Separation, during 2020, the Company borrowed 97 $ million from the Former Parent to pay down outstanding debt with external parties. This borrowing was due in September 2025 and had a variable interest rate based on the China Loan Prime Rate. As a result of the Separation, the Company no longer has this Long-term Debt due to Former Parent. Prior to the Separation, the Company recognized 2 $ million of interest expense during 2021 related to this borrowing.

Net Transfers from (to) Former Parent

The following table presents the components of Net Transfers from (to) Former Parent prior to the Separation in the 2021 and 2020 Consolidated and Combined Statements of Equity:


	2021		2020
	(in millions)
Cash Pooling and General Financing Activities, Net	$	(172)	$	(543)
Long-lived Assets (a)	16		—
Corporate Expense Allocations	49		77
Share-based Compensation Expense	15		25
Assumed Income Tax Payments	15		59
Cash Payment to Former Parent	(976)		—
Total Net Transfers to Former Parent	$	(1,053)	$	(382)

_______________

(a)Represents long-lived assets transferred between the Company and the Former Parent as a result of asset allocation decisions made during the period.

Agreements with Former Parent

Under the terms of the transition services agreements, as amended, the Company provides its Former Parent, on a transitional basis, certain services or functions, including information technology, certain logistics functions and customer marketing services. Additionally, the Former Parent provides to the Company various services or functions, many of which currently use a shared technology platform, including human resources, payroll and certain logistics functions. Generally, these services will be provided for a period of up to two years following the Separation, except for information technology services, which will be provided for a period of up to three years following the Separation and may be extended for a maximum of two additional one-year periods subject to increased administrative charges. Consideration and costs for the transition services will be determined using several billing methodologies as described in the agreements, including customary billing, pass-through billing, percent of sales billing or fixed fee billing. Costs for transition services provided by the Former Parent are recorded within the Consolidated and Combined Statements of Income (Loss) based on the nature of the services. Consideration for transition services provided to the Former Parent are recorded within the Consolidated and Combined Statements of Income (Loss) based on the nature of the services and as an offset to expenses incurred to provide the services.

The following table summarizes the recognized consideration and costs pursuant to the transition services agreements for 2022 and 2021:


	2022		2021
	(in millions)
Consideration Received	$	72	$	55
Costs Recognized	74		42

Under the terms of the Domestic Transportation Services Agreement, the Former Parent provides transportation services to the Company for certain beauty and apparel merchandise in the U.S. and Canada for an initial term of three years following the Separation, which term will thereafter continuously renew unless and until either party elects to terminate the arrangement upon written prior notice. Costs for the transportation services will be determined using customary billing and fixed billing methodologies, which are described in the agreement, and are subject to an administrative charge. Costs for transition services are recorded within Costs of Goods Sold, Buying and Occupancy in the Consolidated and Combined Statements of Income (Loss).

The following table summarizes the recognized costs pursuant to the Domestic Transportation Services Agreement for 2022 and 2021:


	2022		2021
	(in millions)
Costs Recognized	$	91	$	46

Prior to the Separation, certain Company employees participated in the stock option and performance incentive plan of the Former Parent. Under the terms of the Employee Matters Agreement, in connection with the Separation, restricted stock and stock option equity awards held by Company employees were converted to awards representing approximately 6,00 million shares of the Company's common stock under the Company's 2021 Stock Option and Performance Incentive Plan.

Revenue Recognition

12 Months Ended

28 janvier 2023

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

Accounts receivable, net from revenue-generating activities were 101 $ million as of January 28, 2023 and 101 $ million as of January 29, 2022. Accounts receivable primarily relate to amounts due from the Company's franchise, license and wholesale partners. Under these arrangements, payment terms are typically 60 to 90 days.

The Company records deferred revenue when cash payments are received in advance of transfer of control of goods or services. Deferred revenue primarily relates to gift cards, loyalty and credit card programs and direct channel shipments, which are all impacted by seasonal and holiday-related sales patterns. Deferred revenue was 309 $ million as of January 28, 2023 and 258 $ million as of January 29, 2022. The Company recognized 135 $ million as revenue in 2022 from amounts recorded as deferred revenue at the beginning of the period. As of January 28, 2023, the Company recorded deferred revenues of 291 $ million within Accrued Expenses and Other, and 18 $ million within Other Long-term Liabilities on the Consolidated Balance Sheet.

The following table provides a disaggregation of Net Sales for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Stores — North America	$	3,909	$	4,194	$	2,795
Direct	1,843		2,114		2,223
International (a)	592		477		395
Total Net Sales	$	6 344,00	$	6 785,00	$	5 413,00

_______________

(a)Results include consolidated joint venture sales in China, royalties associated with franchised stores, wholesale sales and company-operated stores in the U.K. (before our joint venture with Next).

In April 2022, the Company launched a new co-branded credit card through which customers can earn points on purchases of Company product as well as on purchases outside of the Company. The co-branded credit card is in addition to the Company's existing U.S. private label credit card. A third-party financing company is the sole owner of the 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 123 $ million, 132 $ million and 135 $ million for 2022, 2021 and 2020, 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 830 $ million, 736 $ million and 643 $ million for 2022, 2021 and 2020, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Détails

Earnings (Loss) Per Share

12 Months Ended

28 janvier 2023

Earnings Per Share [Abstract]

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.

On August 2, 2021, the Separation was achieved through the Former Parent's distribution of 100 % of the shares of the Company's common stock to holders of the Former Parent's common stock as of the close of business on the record date of July 22, 2021. The Former Parent's stockholders of record received one share of the Company's common stock for every three shares of the Former Parent's common stock. As a result, on August 3, 2021, the Company had 88 million shares of common stock outstanding. This share amount is being utilized for the calculation of basic and diluted earnings (loss) per share for all periods presented prior to the Separation. After the Separation, actual outstanding shares are used to calculate both basic and diluted weighted-average number of common shares outstanding.

The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings (loss) per share for 2022, 2021 and 2020:


	2022	2021	2020
	(in millions)
Common Shares	82	88	88
Treasury Shares	—	—	—
Basic Shares	82	88	88
Effect of Dilutive Awards	2	2	—
Diluted Shares	84	90	88
Anti-dilutive Awards (a)	1	—	—

________________

(a)Shares underlying certain options, restricted stock units and performance share units were excluded from the calculation of diluted earnings (loss) per share because their inclusion would have been anti-dilutive.

Restructuring Activities	12 Months Ended
Restructuring Activities	28 janvier 2023
Restructuring and Related Activities [Abstract]
Restructuring Activities	Restructuring Activities Organizational Restructuring In July 2022, the Company announced a new, simplified corporate leadership structure designed to unite the Company's brands, better align its teams with a shifting consumer landscape and enable better execution of its strategy. As a result of the July 2022 restructuring, pre-tax severance and related costs of 29 $ million, of which 16 $ million are included in General, Administrative and Store Operating Expenses and 13 $ million are included in Costs of Goods Sold, Buying and Occupancy, are included in the 2022 Consolidated Statement of Income. In the fourth quarter of 2022, the Company executed additional restructuring actions to continue to reorganize and improve its organizational structure. As a result, pre-tax severance and related costs of 6 $ million, of which 5 $ million are included in General, Administrative and Store Operating Expenses and 1 $ million are included in Costs of Goods Sold, Buying and Occupancy, are included in the 2022 Consolidated Statement of Income. During 2022, the Company made payments of 18 $ million related to severance and related costs associated with these reductions. As of January 28, 2023, liabilities related to the restructuring of 17 $ million are included in the January 28, 2023 Consolidated Balance Sheet. Victoria's Secret Chine In April 2022, the Company announced the completion of the joint venture agreement with Regina Miracle, a company listed on the Hong Kong Stock Exchange, related to its existing Company-owned business in China. The Company and Regina Miracle formed a joint venture to operate Victoria's Secret stores and the related online business in China. Under the terms of the agreement, the Company owns 51 % of the joint venture and Regina Miracle owns the remaining 49 %. The Company received 45 $ million in cash from Regina Miracle during the first quarter of 2022 as consideration for its investment in the joint venture. In connection with the execution of the agreement, the Company and Regina Miracle each contributed 10 $ million in cash to the joint venture. The cash received from Regina Miracle is reflected within Cash Received from Noncontrolling Interest Partner in the 2022 Consolidated and Combined Statement of Cash Flows. Since the Company has retained control over the joint venture, the joint venture's assets, liabilities and results of operations will continue to be consolidated in the Company's consolidated financial statements. Regina Miracle's interest in the joint venture is now reflected in Noncontrolling Interest in the 2022 Consolidated Balance Sheet and in Net Loss Attributable to Noncontrolling Interest in the 2022 Consolidated Statement of Income. Victoria's Secret U.K. Due to challenging business results for our business in the U.K., the Company entered into administration in June 2020 to restructure store lease agreements and reduce operating losses in the U.K. business. In October 2020, the Company entered into a joint venture with Next for the business in the U.K. and Ireland. Under this agreement, the Company owns 49 % of the joint venture, and Next owns 51 % and is responsible for operations. The Company accounts for its investment in the joint venture under the equity method of accounting. The joint venture acquired the majority of the operating assets, primarily inventory, and the restructured leases were transferred to the joint venture. Effective October 19, 2020, the newly formed joint venture began operating all Victoria's Secret stores in the U.K. and Ireland. The Company recognized non-cash pre-tax gains of 90 $ million related to the derecognition of operating lease liabilities in excess of operating lease assets for the 24 store leases that were restructured and transferred to the joint venture. In addition, the Company recognized a 25 $ million non-cash pre-tax impairment charge to fully write-off all remaining long-lived store assets in the U.K. Finally, as a result of the transition to a joint venture business model in the U.K. and the substantially complete liquidation of the Company's investment in the U.K., the Company recognized a 36 $ million non-cash pre-tax loss related to accumulated foreign currency translation adjustments that were reclassified into earnings, which were previously recognized as a component of equity. The above items relating to Victoria's Secret U.K. are included in General, Administrative and Store Operating Expenses in the 2020 Consolidated and Combined Statement of Loss as they all relate to the Company's transition to a joint venture business model in the U.K. Pre-Separation Reorganization During the second quarter of 2020, management reduced home office headcount as a result of completing a comprehensive review of the home office organizations in order to achieve meaningful reductions in overhead expenses and to decentralize significant shared functions and services to support the creation of standalone companies. Pre-tax severance and related costs associated with these reductions, totaling 51 $ million, are included in General, Administrative and Store Operating Expenses in the 2020 Consolidated and Combined Statement of Loss. As of January 28, 2023, the liability for severance and related costs associated with these reductions was fully paid.

Inventories

12 Months Ended

28 janvier 2023

Inventory, Net [Abstract]

Inventories

The following table provides details of Inventories as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Finished Goods Merchandise	$	997	$	898
Raw Materials and Merchandise Components	55		51
Total Inventories	$	1 052,00	$	949

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

12 Months Ended

28 janvier 2023

Property, Plant and Equipment [Abstract]

Long-Lived Assets

The following table provides details of Property and Equipment, Net as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Land and Improvements	$	28	$	27
Buildings and Improvements	219		211
Furniture, Fixtures, Software and Equipment	2,394		2,409
Leasehold Improvements	1,018		1,070
Construction in Progress	57		78
Total	3,716		3,795
Accumulated Depreciation and Amortization	(2,870)		(2,838)
Property and Equipment, Net	$	846	$	957

Depreciation expense was 274 $ million in 2022, 303 $ million in 2021 and 326 $ million in 2020.

Long-Lived Store Assets

As a result of the Company's fleet rationalization executed during 2020 and the negative operating results of certain stores in 2020, the Company determined that the estimated undiscounted future cash flows were less than the carrying values for certain asset groups and, as a result, determined the estimated fair values of the store asset groups using estimated discounted future cash flows and estimated market rental rates.

In 2020, the Company also recorded a 25 $ million non-cash pre-tax impairment charge to fully write-off all remaining long-lived store assets in the U.K. This charge is included in General, Administrative and Store Operating Expenses in the 2020 Consolidated and Combined Statement of Loss.

There were no long-lived store asset impairment charges in 2022 or 2021. The following table provides pre-tax long-lived store asset impairment charges included in the 2020 Consolidated and Combined Statement of Loss:


	2020

Store Asset Impairment	$	136
Operating Lease Asset Impairment	118
Total Impairment	$	254

Leases

12 Months Ended

28 janvier 2023

Leases [Abstract]

Leases

The following table provides the components of lease cost for operating leases for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Operating Lease Costs	$	385	$	399	$	521
Variable Lease Costs	76		63		6
Short-term Lease Costs	13		6		5
Total Lease Cost	$	474	$	468	$	532

In 2020, for many stores and select office locations, beginning in April 2020, rent was not paid, or was only partially paid, due to the COVID-19 pandemic. The Financial Accounting Standards Board issued guidance in April 2020 which allows certain COVID-19-related concessions to be recognized as a reduction of lease costs in the period an amendment is executed. Negotiations were completed with nearly all landlords to determine potential rent credits or payment deferrals related to COVID-19. The Company fully accrued rent to the original contractual rent due unless an executed amendment was in place. As a result of the COVID-19-related concessions, the Company recognized a 31 $ million and 90 $ million reduction to occupancy expenses in 2021 and 2020, respectively, as a result of executed amendments with landlords. The amount recognized for COVID-19-related concessions in 2022 was not significant.

The following table provides future maturities of operating lease liabilities as of January 28, 2023:


Fiscal Year	(in millions)
2023	$	390
2024	327
2025	273
2026	213
2027	158
Thereafter	500
Total Lease Payments	$	1,861
Less: Interest	(350)
Present Value of Operating Lease Liabilities	$	1 511,00

As of January 28, 2023, the Company had additional operating lease commitments that have not yet commenced of approximately 87 $ million.

The following table provides the weighted-average remaining lease term and discount rate for operating leases with lease liabilities as of January 28, 2023 and January 29, 2022:


	January 28, 2023	January 29, 2022
Weighted-Average Remaining Lease Term (years)	6,60	6,40
Weighted-Average Discount Rate	6,10 %	6,00 %

The Company paid 423 $ million in 2022, 497 $ million in 2021 and 348 $ million in 2020 for operating lease liabilities recorded on the Consolidated Balance Sheets. These payments are included within the Operating Activities section of the Consolidated and Combined Statement of Cash Flows.

In 2022 and 2021, the Company obtained 160 $ million and 120 $ million, respectively, of additional lease assets as a result of new operating lease obligations. During 2020, the Company reduced its lease assets by 32 $ million as a result of permanent store closures due to the fleet rationalization and lease term reductions that also reduced its operating lease obligations.

Victoria's Secret Hong Kong

During the second quarter of 2020, the Company closed its unprofitable Victoria's Secret flagship store in Hong Kong. As a result of the store closure, the Company recognized a non-cash pre-tax gain of 39 $ million, primarily due to terminating the store lease and the related write-off of the operating lease liability in excess of the operating lease asset, which was partially impaired in fiscal 2019. This gain is included in Costs of Goods Sold, Buying and Occupancy in the 2020 Consolidated and Combined Statement of Loss. The Company also recorded 3 $ million of severance and related costs, included in General, Administrative and Store Operating Expenses in the 2020 Consolidated and Combined Statement of Loss.

Asset Retirement Obligations

The Company has asset retirement obligations related to certain Company-operated international stores that contractually obligate the Company to remove leasehold improvements at the end of a lease. The Company's liabilities for asset retirement obligations totaled 12 $ million as of January 28, 2023 and 13 $ million as of January 29, 2022. These liabilities are included in Other Long-term Liabilities on the Consolidated Balance Sheets.

Leases

The following table provides the components of lease cost for operating leases for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Operating Lease Costs	$	385	$	399	$	521
Variable Lease Costs	76		63		6
Short-term Lease Costs	13		6		5
Total Lease Cost	$	474	$	468	$	532

The following table provides future maturities of operating lease liabilities as of January 28, 2023:


Fiscal Year	(in millions)
2023	$	390
2024	327
2025	273
2026	213
2027	158
Thereafter	500
Total Lease Payments	$	1,861
Less: Interest	(350)
Present Value of Operating Lease Liabilities	$	1 511,00

As of January 28, 2023, the Company had additional operating lease commitments that have not yet commenced of approximately 87 $ million.

The following table provides the weighted-average remaining lease term and discount rate for operating leases with lease liabilities as of January 28, 2023 and January 29, 2022:


	January 28, 2023	January 29, 2022
Weighted-Average Remaining Lease Term (years)	6,60	6,40
Weighted-Average Discount Rate	6,10 %	6,00 %

Victoria's Secret Hong Kong

Asset Retirement Obligations

Intangible Assets

12 Months Ended

28 janvier 2023

Goodwill, Trade Names and Other Intangible Assets, Net [Abstract]

Intangible Assets

Goodwill

The Company's goodwill was 365 $ million as of January 28, 2023, which was established as a result of the acquisition of Adore Me on December 30, 2022. For additional information, see Note 2, "Acquisition." The Company did not have any goodwill as of January 29, 2022 and January 30, 2021, respectively.

Trade Name - Indefinite-Lived

The Victoria's Secret trade name, an indefinite-lived intangible asset, was 246 $ million as of January 28, 2023 and January 29, 2022, respectively.

As of the end of 2022 and 2021, the Company performed its annual impairment assessment of the Victoria's Secret trade name. To estimate the fair value of the trade name, the Company used the relief from royalty method under the income approach. The assessments concluded that the fair value of the trade name was in excess of its carrying value.

Definite-Lived Intangible Assets

The Company's definite-lived intangible assets were established as a result of the acquisition of Adore Me. Prior to the acquisition of Adore Me on December 30, 2022, the Company did not have any definite-lived intangible assets.

The following table provides details of the gross carrying amounts of the Company's definite-lived intangible assets as of January 28, 2023:


	January 28, 2023
	(in millions)
Customer Relationships	$	81
Developed Technology	56
Adore Me Trade Name	43
Total Definite-Lived Intangible Assets	$	180

Due to the timing of the acquisition date and the Company consolidating Adore Me's financial information on an approximate one-month reporting lag, there was no amortization expense recorded related to these definite-lived intangible assets in 2022, 2021 or 2020.

Definite-lived intangible assets are evaluated for impairment whenever events or circumstances indicate that a certain asset or asset group may be impaired.

The estimated future annual amortization expense is 25 $ million for each of the next five fiscal years for definite-lived intangible assets recorded as of January 28, 2023.

Accrued Expenses and Other

12 Months Ended

28 janvier 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other

The following table provides additional information about the composition of Accrued Expenses and Other as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Deferred Revenue on Gift Cards and Merchandise Credits	$	238	$	198
Compensation, Payroll Taxes and Benefits	105		152
Rent	63		45
Deferred Revenue on Loyalty and Credit Card Programs	40		36
Taxes, Other than Income	40		24
Accrued Marketing	37		36
Contingent Consideration Related to Adore Me Acquisition	30		—
Returns Reserve	22		23
Accrued Freight and Other Logistics	16		62
Deferred Revenue on Direct Shipments not yet Delivered	13		16
Accrued Claims on Self-insured Activities	8		4
Accrued Interest	7		5
Autre	118		113
Total Accrued Expenses and Other	$	737	$	714

Income Taxes

12 Months Ended

28 janvier 2023

Income Tax Disclosure [Abstract]

Income Taxes

Prior to the Separation, the Company's U.S. operations and certain of its non-U.S. operations were historically included in the income tax returns of the Former Parent or its subsidiaries that may not be part of the Company. For the periods prior to the Separation, the income tax expense (benefit) and all tax liabilities that are presented in these financial statements were calculated on a "carve-out" basis, which applied the accounting guidance as if we filed income tax returns for the Company on a standalone, separate return basis. The Company believes the assumptions supporting its allocation and presentation of income taxes on a separate return basis are reasonable. However, the Company's tax results, as presented in these financial statements for periods prior to the Separation, may not be reflective of the results that the Company expects to generate in the future.

Post-Separation, the Company files a consolidated U.S. federal income tax return as well as separate and combined income tax returns in numerous state, local and international jurisdictions. Income tax expense (benefit) for the period prior to the Separation is based on the combined financial statements prepared on a "carve-out" basis. Income tax expense (benefit) for the period after the Separation is based on the consolidated results of the Company on a standalone basis.

The following table provides the components of the Company’s Provision (Benefit) for Income Taxes for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Current:
U.S. Federal	$	67	$	129	$	7
U.S. State	22		44		16
Non-U.S.	18		23		7
Total	107		196		30
Deferred:
U.S. Federal	(20)		6		(68)
U.S. State	(4)		(4)		(14)
Non-U.S.	(4)		(1)		18
Total	(28)		1		(64)
Provision (Benefit) for Income Taxes	$	79	$	197	$	(34)

The non-U.S. component of pre-tax income, arising principally from overseas operations, was income of 92 $ million, 92 $ million and 11 $ million for 2022, 2021 and 2020, respectively.

The following table provides the reconciliation between the statutory federal income tax rate and the effective tax rate for 2022, 2021 and 2020:


	2022		2021		2020
Federal Income Tax Rate	21,00	%	21,00	%	21,00	%
State Income Taxes, Net of Federal Income Tax Effect	3,90	%	4,30	%	(5,80	%)
Impact of Non-U.S. Operations	(1,60	%)	(0,90	%)	(16,60	%)
Share-based Compensation	(4,60	%)	(1,20	%)	(4,00	%)
Uncertain Tax Positions	0,20	%	(0,20	%)	19,30	%
Change in Valuation Allowance	(0,10	%)	—	%	(2,60	%)
Restructuring of Foreign Investments	—	%	0,20	%	23,30	%
U.S. Permanent Items	0,30	%	0,10	%	(2,80	%)
Other Items, Net	(0,10	%)	—	%	0,10	%
Effective Tax Rate	19,00	%	23,30	%	31,90	%

Deferred Taxes

The following table provides the effect of temporary differences that cause deferred income taxes as of January 28, 2023 and January 29, 2022. Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carryforwards at the end of the respective year.


	28 janvier 2023						29 janvier 2022
	Actifs		Liabilities		Total		Actifs		Liabilities		Total
	(in millions)
Loss Carryforwards	$	133	$	—	$	133	$	118	$	—	$	118
Leases	354		(309)		45		371		(322)		49
Share-based Compensation	12		—		12		11		—		11
Deferred Revenue	43		—		43		42		—		42
Property and Equipment	—		(58)		(58)		—		(79)		(79)
Trade Name and Other Intangibles	—		(100)		(100)		—		(57)		(57)
Autre	54		(11)		43		34		(11)		23
Valuation Allowance	(153)		—		(153)		(148)		—		(148)
Total Deferred Income Taxes	$	443	$	(478)	$	(35)	$	428	$	(469)	$	(41)

As of January 28, 2023, the Company had loss carryforwards of 133 $ million, of which 37 $ million has an indefinite carryforward. The remainder of the non-U.S. carryforwards, if unused, will expire at various dates from 2023 through 2039. For certain jurisdictions where the Company has determined that it is more likely than not that the loss carryforwards will not be realized, a valuation allowance has been provided on those loss carryforwards as well as other net deferred tax assets.

Income tax payments were 161 $ million for 2022, 56 $ million for 2021 and 59 $ million for 2020.

Uncertain Tax Positions

The following table summarizes the activity related to the Company’s unrecognized tax benefits for U.S. federal, state & non-U.S. tax jurisdictions for 2022, 2021 and 2020, without interest and penalties:


	2022		2021		2020
	(in millions)
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year	$	10	$	126	$	41
Decreases to Unrecognized Tax Benefits Transferred to Former Parent	—		(126)		—
Increases to Unrecognized Tax Benefits as a Result of Current Year Activity	10		10		105
Increases to Unrecognized Tax Benefits for Prior Years, Including Acquisitions	11		—		—
Decreases to Unrecognized Tax Benefits for Prior Years	—		—		(16)
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities	—		—		—
Decreases to Unrecognized Tax Benefits due to Lapse of Statute of Limitations	—		—		(4)
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year	$	31	$	10	$	126

Of the total gross unrecognized tax benefits, approximately 20 $ million, 9 $ million and 121 $ million, at January 28, 2023, January 29, 2022, and January 30, 2021, respectively, represent the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. These amounts are net of the offsetting tax effects from other tax jurisdictions.

Of the total unrecognized tax benefits, it is reasonably possible that 9 $ million could change in the next 12 months due to audit settlement, expiration of statute of limitations or other resolution of uncertainties. Due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in amounts which could be different from this estimate. In such case, the Company will record additional tax expense or tax benefit in the period in which such matters are effectively settled.

The Company recognizes interest and penalties related to unrecognized tax benefits as components of income tax expense. The Company recognized interest and penalties expense of 1 $ million in 2022, did not recognize expense in 2021, and recognized a benefit from interest and penalties of 2 $ million in 2020. The Company has accrued approximately 1 $ million for the payment of interest and penalties as of January 28, 2023. The Company did not have an accrual for the payment of interest and penalties as of January 29, 2022. Accrued interest and penalties are included within Other Long-term Liabilities on the Consolidated Balance Sheets.

The Company files U.S. federal income tax returns as well as income tax returns in various states and in non-U.S. jurisdictions. The Company is currently under examination, or may be subject to examination, by various U.S. federal, state, local and non-U.S. tax jurisdictions for fiscal year 2016 through 2021. The Company is no longer subject to U.S. federal examination for years prior to fiscal year 2019, state and local examinations for years prior to fiscal year 2017, or examinations in any material non-U.S. jurisdictions for years prior to fiscal year 2016. In some situations, the Company determines that it does not have a filing requirement in a particular tax jurisdiction. Where no return has been filed, no statute of limitations applies. Accordingly, if a tax jurisdiction reaches a conclusion that a filing requirement does exist, additional years may be reviewed by the tax authority. The Company believes it has appropriately accounted for uncertainties related to this issue.

On December 30, 2022, the Company acquired Adore Me. Pursuant to the Merger Agreement, the Company will be responsible for all U.S. federal, state, local and non-U.S. income taxes for any taxable period, or portion of such period, ending on or before the date of acquisition. Approximately 10 $ million in gross unrecognized tax benefits were established through acquisition accounting attributable to this acquisition.

On August 2, 2021, the Company and the Former Parent entered into a Tax Matters Agreement. Under the agreement, the Former Parent will generally be responsible for all U.S. federal, state, local and non-U.S. income taxes of the Company for any taxable period, or portion of such period, ending on or before the Separation. Accordingly, the net liabilities associated with uncertain tax positions that were presented in the financial statements in prior periods on a carve-out basis were not transferred to the Company as part of the Separation.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210,40-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Détails

Long-term Debt and Borrowing Facilities

12 Months Ended

28 janvier 2023

Long-Term Debt, by Current and Noncurrent [Abstract]

Long-term Debt and Borrowing Facilities

The following table provides the Company’s outstanding debt balance, net of unamortized debt issuance costs and discounts, as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Senior Secured Debt with Subsidiary Guarantee
395 $ million Term Loan due August 2028 (“Term Loan Facility”)	$	387	$	390
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”)	295		—
Total Senior Secured Debt with Subsidiary Guarantee	682		390
Senior Debt with Subsidiary Guarantee
600 $ million, 4,62 % Fixed Interest Rate Notes due July 2029 (“2029 Notes”)	593		592
Total Senior Debt with Subsidiary Guarantee	593		592
Total	1,275		982
Current Debt	(4)		(4)
Total Long-term Debt, Net of Current Portion	$	1,271	$	978

The following table provides principal payments due on outstanding debt in the next five fiscal years and the remaining years thereafter:


Fiscal Year	(in millions)
2023	$	4
2024	4
2025	4
2026	299
2027	4
Thereafter	$	975

Cash paid for interest was 52 $ million and 18 $ million in 2022 and 2021, respectively. There was no cash paid for interest in 2020.

Issuance of Notes

In July 2021, the Company issued 600 $ million of 4,62 % notes due in July 2029 in a transaction exempt from registration under the Securities Act of 1933, as amended. The obligation to pay principal and interest on the 2029 Notes is jointly and severally guaranteed on a full and unconditional basis by certain of the Company's wholly-owned subsidiaries.

On August 2, 2021, the Company used cash proceeds of 592 $ million, which were net of issuance costs of 8 $ million, from the 2029 Notes, to partially fund the approximately 976 $ million cash payment to the Former Parent in connection with the Separation. The issuance costs are being amortized through the maturity date and are included within Long-term Debt on the Consolidated Balance Sheets.

Credit Facilities

On August 2, 2021, the Company entered into a term loan B credit facility in an aggregate principal amount of 400 $ million, which will mature in August 2028. Commencing in December 2021, the Company is required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0,25 % of the original principal amount of 400 $ million. The Company made principal payments of 4 $ million and 1 $ million for the Term Loan Facility during 2022 and 2021, respectively.

Interest under the Term Loan Facility is 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 is subject to a floor of 0,50 %. 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 January 28, 2023, the interest rate on loans under the Term Loan Facility was 7,98 %.

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. Interest on the loans under the ABL Facility is calculated by reference to (i) LIBOR or an alternative base rate and (ii) in the case of loans denominated in Canadian dollars, CDOR or a Canadian base rate, plus an interest rate margin based on average daily excess availability ranging from (x) in the case of LIBOR and CDOR loans, 1,50 % to 2,00 % and (y) in the case of alternate base rate loans and Canadian base rate loans, 0,50 % to 1,00 %. 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.

During 2022, the Company borrowed 295 $ million from the ABL Facility, all of which remains outstanding as of January 28, 2023. As of January 28, 2023, the interest rate on the borrowings from the ABL Facility was 5,90 %. The Company had 42 $ million of outstanding letters of credit as of January 28, 2023 that further reduced its availability under the ABL Facility. As of January 28, 2023, the Company's remaining availability under the ABL Facility was 259 $ million.

On August 2, 2021, the Company used the net cash proceeds from the credit facilities of 384 $ million, which were net of issuance and financing costs of 10 $ million for the Term Loan Facility and 6 $ million for the ABL Facility, to partially fund the approximately 976 $ million cash payment to the Former Parent in connection with the Separation. The discounts and issuance costs from the Term Loan Facility are being amortized through the maturity date and are included within Long-term Debt on the Consolidated Balance Sheets.

The Company's long-term debt and borrowing facilities contain certain financial and other covenants, including, but not limited to, the maintenance of financial ratios. The 2029 Notes and the Term Loan Facility include the maintenance of a consolidated coverage ratio and a consolidated total leverage ratio, and the ABL Facility includes the maintenance of a fixed charge coverage ratio and a debt to EBITDAR ratio. The financial covenants could, within specific predefined circumstances, limit the Company's ability to incur additional indebtedness, make certain investments, pay dividends or repurchase shares. As of January 28, 2023, the Company was in compliance with all covenants under its long-term debt and borrowing facilities.

Foreign Facilities

Certain of the Company's China subsidiaries previously utilized revolving and term loan bank facilities to support their operations. The Foreign Facilities allowed borrowings in U.S. dollars and Chinese Yuan, and interest rates on outstanding borrowings were based upon the applicable benchmark rate for the currency of each borrowing.

Certain of these facilities were guaranteed by the Former Parent and certain of the Former Parent's wholly-owned subsidiaries. The Secured Foreign Facilities allowed for borrowings and letters of credit up to 30 $ million. The Company borrowed 21 $ million and made payments of 126 $ million under the Secured Foreign Facilities during 2020. The Company had no borrowings or payments under the Secured Foreign Facilities during 2021. During the second quarter of 2021, with no borrowings outstanding, the Company terminated the Secured Foreign Facilities.

The Company borrowed 13 $ million and made payments of 63 $ million under the unsecured Foreign Facilities during 2020. During the second quarter of 2020, with no borrowings outstanding, the Company terminated the unsecured Foreign Facilities.

Long-term Debt due to Former Parent

During 2020, the Company borrowed 97 $ million from the Former Parent to pay down outstanding debt with external parties. This borrowing was due in September 2025 and had a variable interest rate based on the China Loan Prime Rate. As a result of the Separation, the Company no longer has this Long-term Debt due to Former Parent. Prior to the Separation, the Company recognized 2 $ million of interest expense during 2021 related to this borrowing.

Fair Value Measurements

12 Months Ended

28 janvier 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

Fair Value MeasurementsCash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of 90 days or less. The Company's Cash and Cash Equivalents are considered Level 1 fair value measurements as they are valued using unadjusted quoted prices in active markets for identical assets.

The following table provides a summary of the principal value and estimated fair value of outstanding debt as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Principal Value	$	995	$	999
Fair Value, Estimated (a)	894		975

________________

(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 January 28, 2023 based on the terms of the borrowings under the ABL Facility.

Recurring Fair Value Measurements

The following table provides a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of January 28, 2023 (in millions):


Balance Sheet Location	January 28, 2023		Level 1		Level 2		Level 3
Accrued Expenses and Other	$	30	$	—	$	—	$	30
Other Long-term Liabilities	70		—		—		70

The estimated fair value of the contingent consideration is valued using a Scenario-Based method and a Monte Carlo simulation which utilize inputs including discount rates, estimated probability of achievement of certain milestones, forecasted revenues, forecasted EBITDA and volatility rates. These are considered Level 3 inputs in accordance with ASC 820, Fair Value Measurement. For additional information regarding the contingent consideration, see Note 2, “Acquisition.”

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Détails

Comprehensive Income (Loss)

12 Months Ended

28 janvier 2023

Comprehensive Income Loss

Comprehensive Income (Loss)

Comprehensive Income (Loss) includes gains and losses on foreign currency translation and derivative instruments. The cumulative gains and losses on these items are included in Accumulated Other Comprehensive Income on the Consolidated Balance Sheets and Consolidated and Combined Statements of Equity.

The following table provides the rollforward of accumulated other comprehensive income (loss) for 2022:


	Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance as of January 29, 2022	$	5	$	5
Other Comprehensive Income (Loss) Before Reclassifications	(7)		(7)
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital	3		3
Tax Effect	—		—
Current-period Other Comprehensive Loss	(4)		(4)
Balance as of January 28, 2023	$	1	$	1

As a result of the China joint venture agreement completed in April 2022, the Company reclassified 3 $ million of accumulated foreign currency translation adjustments related to the joint venture out of Accumulated Other Comprehensive Income and into Paid-in Capital in the first quarter of 2022 in order to reflect the amount attributable to the noncontrolling interest partner. For additional information, see Note 6, "Restructuring Activities."

The following table provides the rollforward of accumulated other comprehensive income for 2021:


	Foreign Currency Translation		Accumulated Other Comprehensive Income
	(in millions)
Balance as of January 30, 2021	$	4	$	4
Other Comprehensive Income Before Reclassifications	1		1

Tax Effect	—		—
Current-period Other Comprehensive Income	1		1
Balance as of January 29, 2022	$	5	$	5

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	28 janvier 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance and other matters arising out of the normal course of business. Actions filed against the Company from time to time include commercial, tort, intellectual property, customer, employment, data privacy and other claims, including purported class action lawsuits. Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to have a material adverse effect on the Company's results of operations, financial condition or cash flows. Settlement of Former Parent Derivative Lawsuits In May 2022, the U.S. District Court of the Southern District of Ohio approved a global settlement regarding certain shareholder actions against the Former Parent that were filed in 2020 and 2021. See Note 14, "Commitments and Contingencies" in the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 2022 for additional information. Following the Separation, the settlement terms apply to both the Former Parent and the Company. Pursuant to the settlement terms, the Company committed to, among other things, invest 45 $ million over at least five years to fund certain management and governance measures required under the settlement agreement. Occupancy-related Legal Matter The Company was a tenant of portions of a building known as Two Herald Square, New York, New York (the "Premises") pursuant to an Agreement of Lease dated August 22, 2001 (the "Lease") with Herald Square Owner LLC (the "Landlord"). On February 20, 2021, the Company surrendered the Premises to the Landlord. On February 16, 2021, the Landlord filed a Motion for Partial Summary Judgment seeking treble holdover damages against the Company for the period commencing June 9, 2020 through February 20, 2021, the date on which the Company vacated and surrendered the Premises. By an order dated July 21, 2021, the court granted the Landlord's motion and awarded it damages in an amount equal to three times the aggregate of the rents and charges payable under the Lease during the last month of the term of the Lease. On August 6, 2021, judgment was entered against the Company in the amount of 23 $ million. On September 15, 2021, the Landlord filed a Motion for Partial Summary Judgment seeking treble holdover damages against the Company for the period commencing February 21, 2021 through September 30, 2021. By an order dated April 22, 2022, the court granted the Landlord's motion and awarded it damages in an amount equal to three times the aggregate amount of the rents and charges payable under the Lease during the last month of the term of the Lease. On May 9, 2022, judgment was entered against the Company in the amount of 22 $ million. The Company appealed both judgments; on March 2, 2023, the appellate court issued a denial of the appeals. As of the end of fiscal year 2022, we were fully accrued for both judgments along with interest and attorney fees. Subsequent to the end of fiscal year 2022, the Company paid the Landlord for the judgment amount in full.

Retirement Benefits	12 Months Ended
Retirement Benefits	28 janvier 2023
Retirement Benefits [Abstract]
Retirement Benefits	Retirement BenefitsThe Company sponsors a tax-qualified defined contribution retirement plan for employees who meet certain age and service requirements. The qualified plan permits participating associates to elect contributions up to the maximum limits allowable under the Internal Revenue Code. The Company matches associate contributions according to a predetermined formula and contributes additional amounts based on a percentage of the associates' eligible annual compensation and years of service. Associate contributions and Company matching contributions vest immediately. Additional Company contributions and the related investment earnings are subject to vesting based on years of service. Total expense recognized related to the qualified plan was 43 $ million for 2022, 43 $ million for 2021 and 38 $ million for 2020.The Former Parent previously sponsored a non-qualified supplemental retirement plan. The non-qualified plan was an unfunded plan which provided benefits beyond the Internal Revenue Code limits for qualified defined contribution plans. On June 27, 2020 (the "Termination Date"), the Human Capital and Compensation Committee of the Former Parent's Board of Directors authorized the termination of the non-qualified plan. Subsequent to the Termination Date, no additional employee contributions could be made to the non-qualified plan. The Company had a liability of 66 $ million related to the non-qualified plan within Accrued Expenses and Other on the January 30, 2021 Consolidated Balance Sheet. All benefits and obligations due under the non-qualified plan were fully paid during the second quarter of 2021. Total expense recognized related to the non-qualified plan was not significant for any period presented.

- Definition

The entire disclosure for retirement benefits.

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+ Détails

Shareholders' Equity

12 Months Ended

28 janvier 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Common Stock Share Repurchases & Treasury Stock Retirements

January 2023 Share Repurchase Program

In January 2023, the Company's Board of Directors approved the January 2023 Share Repurchase Program, authorizing the repurchase of up to 250 $ million of the Company's common stock. The 250 $ million authorization is expected to be utilized to repurchase shares in the open market, subject to market conditions and other factors. Shares acquired through the January 2023 Share Repurchase Program will be available to meet obligations under equity compensation plans and for general corporate purposes. The January 2023 Share Repurchase Program began upon completion of the March 2022 Share Repurchase Program and will continue until exhausted, but no later than the end of fiscal year 2023. The Company did not repurchase any shares of its common stock under the January 2023 Share Repurchase Program during fiscal year 2022.

Subsequent to the end of fiscal year 2022, the Company entered into the ASR Agreement with Goldman Sachs to repurchase 125 $ million of the Company's common stock. In February 2023, the Company made an initial payment of 125 $ million to Goldman Sachs and received an initial delivery of 2,40 million shares of the Company's common stock. The final number of shares to be repurchased will be 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 is expected to be completed in the second quarter of 2023. The ASR Agreement is a component of the January 2023 Share Repurchase Program.

March 2022 Share Repurchase Program

In March 2022, the Company's Board of Directors approved the March 2022 Share Repurchase Program, providing for the repurchase of up to 250 $ million of the Company's common stock. The full 250 $ million authorization was utilized in fiscal year 2022 to repurchase shares in the open market, subject to market conditions and other factors.

The Company repurchased the following shares of its common stock under the March 2022 Share Repurchase Program during 2022:


	Amount Authorized		Shares Repurchased	Amount Repurchased		Average Stock Price
	(in millions)		(in thousands)	(in millions)
March 2022 Share Repurchase Program	$	250	5,985	$	250	$	41,77

In accordance with the Board of Directors' resolution, shares of the Company's common stock repurchased under the March 2022 Share Repurchase Program were retired upon repurchase and were available to meet obligations under equity compensation plans and for general corporate purposes. As a result, the Company retired all the shares repurchased under the March 2022 Share Repurchase Program during 2022, which resulted in reductions of less than 1 $ million in the par value of Common Stock, 12 $ million in Paid-in Capital and 238 $ million in Retained Earnings.

December 2021 ASR Agreement

In December 2021, the Company entered into a December 2021 ASR Agreement with Goldman Sachs to repurchase 250 $ million of the Company's common stock. In December 2021, the Company made an initial payment of 250 $ million to Goldman Sachs and received an initial delivery of 4,10 million shares of the Company's common stock. The 250 $ million payment to Goldman Sachs was recognized as a reduction to shareholders' equity, consisting of a 200 $ million increase in Treasury Stock, which reflects the value of the initial 4,10 million shares received upon initial settlement, and a 50 $ million decrease in Paid-in Capital, which reflects the value of the stock held back by Goldman Sachs pending final settlement of the December 2021 ASR Agreement. In accordance with the Board of Directors' resolution, the Company immediately retired the 4,10 million shares repurchased under the December 2021 ASR Agreement. The retirement resulted in a reduction of 200 $ million in Treasury Stock, less than 1 $ million in the par value of Common Stock, 8 $ million in Paid-in Capital and 192 $ million in Retained Earnings.

In February 2022, upon final settlement of the December 2021 ASR Agreement, the Company received an additional 0,30 million shares of the Company's common stock from Goldman Sachs. The final number of shares received under the December 2021 ASR Agreement was based on the daily average of the volume-weighted average share price of the Company's common stock over the term of the December 2021 ASR Agreement, less a discount and subject to other adjustments pursuant to the terms of the December 2021 ASR Agreement. The delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share. In connection with the settlement of the December 2021 ASR Agreement, 50 $ million previously recorded in Paid-in Capital as of January 29, 2022, was reclassified to Treasury Stock in the first quarter of 2022. In February 2022, the Company immediately retired the additional 0,30 million shares repurchased in connection with the settlement of the December 2021 ASR Agreement. The retirement resulted in a reduction of 50 $ million in Treasury Stock, less than 1 $ million in the par value of Common Stock, less than 1 $ million in Paid-in Capital and nearly 50 $ million in Retained Earnings.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Détails

Share-based Compensation

12 Months Ended

28 janvier 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Share-based Compensation

Plan Summary

Prior to the Separation, certain Company employees participated in the stock option and performance incentive plan of the Former Parent ("Former Parent's Plan"). In connection with the Separation, the Company's Board of Directors approved the 2021 Stock Option and Performance Incentive Plan ("2021 Plan"). The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted share units, performance share units, unrestricted shares, converted awards, replacement awards and substitute awards.

Under the Company's 2021 Plan, 11 million options, restricted and unrestricted shares have been authorized to be granted to employees and directors, in addition to the converted awards from the Separation. There were 9 million options and shares available for grant as of January 28, 2023.

Conversion at Separation

Under the terms of the Employee Matters Agreement between the Company and the Former Parent, in connection with the Separation, restricted stock and stock option equity awards granted to Company employees under the Former Parent's Plan were converted to awards representing approximately 6,00 million shares of the Company's common stock (the "Converted Awards") under the Company's 2021 Plan. Adjustments to the underlying shares and terms of outstanding restricted stock and stock options were made to preserve the intrinsic value of the awards immediately before the Separation. The adjustment of the underlying shares and exercise prices, as applicable, was determined using a conversion ratio of 1,67 based on the relative values of the Former Parent's pre-Separation stock price and the Company's post-Separation stock price. The outstanding awards continue to vest over their original vesting periods. The Company did not recognize any incremental compensation cost related to the adjustment of outstanding awards.

Income Statement Impact

For the period prior to the Separation, the following disclosures of share-based compensation expense recognized by the Company are based on grants related directly to Company employees, and exclude amounts related to the allocation of the Former Parent's corporate and shared employee share-based compensation expenses.

The following table provides share-based compensation expense included in the Consolidated and Combined Statements of Income (Loss) for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Costs of Goods Sold, Buying and Occupancy	$	18	$	12	$	9
General, Administrative and Store Operating Expenses	30		21		16
Total Share-based Compensation Expense	$	48	$	33	$	25

The tax benefit associated with recognized share-based compensation expense was 9 $ million for 2022, 6 $ million for 2021 and 6 $ million for 2020.

Restricted Stock

Restricted stock, including restricted stock units and performance share units, generally vests (the restrictions lapse) at the end of a three-year period or on a graded basis over a three-year period. The fair value of restricted stock awards is generally based on the market value of an unrestricted share on the grant date adjusted for anticipated dividend yields, if applicable.

During 2022, the Company granted performance share unit awards that include a specified market condition which can adjust the number of shares that vest under the award. The market condition compares total shareholder return to that of a designated peer group over the performance period. The performance share unit awards were valued using a Monte Carlo simulation model, which requires certain assumptions, including a risk-free interest rate of 2,10 % and an expected volatility of 46,30 %. The risk-free interest rate assumption is based on U.S. treasury constant maturity yields on the grant date with a term corresponding to the length of the remaining performance period. Due to the Company's limited trading history, the expected volatility assumption is based on the average historical volatility of the designated peer group. There was no dividend yield utilized in the Monte Carlo simulation model as the Company has not paid any cash dividends since the Separation.

As discussed above, restricted stock awards granted to Company employees under the Former Parent's Plan prior to the Separation were converted to shares of the Company's common stock in connection with the Separation. The Converted Awards have the same terms and conditions as the original awards, including the original vesting periods.

The following table provides the Company’s restricted stock activity for the fiscal year ended January 28, 2023:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Unvested as of January 29, 2022	4,132	$	23,04
Granted	1,872	47,63
Vested	(2,312)	15,76
Annulé	(426)	40,71
Unvested as of January 28, 2023	3,266	$	39,98

The weighted-average estimated fair value of restricted stock awards granted was 47,63 $ per share for 2022 and 56,63 $ per share for 2021 after the Separation.

The Company's total intrinsic value of restricted stock awards that vested was 118 $ million for 2022 and 11 $ million for 2021 after the Separation. The Company's total fair value at grant date of restricted stock awards that vested was 36 $ million for 2022 and 3 $ million for 2021 after the Separation. The tax benefit realized from tax deductions associated with restricted stock awards that vested was 27 $ million for 2022 and 2 $ million for 2021 after the Separation.

As of January 28, 2023, there was 50 $ million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted stock. That cost is expected to be recognized over a weighted-average period of 1,60 years.

Stock Options

In connection with the Separation, stock options granted to Company employees under the Former Parent's Plan were converted to awards representing approximately 1,70 million shares of the Company's common stock. No stock options have been granted by the Company subsequent to the Separation.

Stock options granted under the Former Parent's Plan have a maximum term of 10 years and generally vest ratably over three to five years. The fair value of stock options was determined using the Black-Scholes option-pricing model. Stock options were granted with an exercise price equal to the fair market value of the stock on the date of grant. The determination of the fair value of the options was affected by the Former Parent's stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards and projected employee stock option exercise behaviors. Intrinsic value for stock options is the difference between the current market value of the Company’s stock and the option strike price. The Company's stock option activity, including stock options granted, exercised or cancelled, for Company employees for the fiscal year ended January 28, 2023 was not significant.

As of January 28, 2023, there was 1 $ million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 1,10 years. As of January 28, 2023, there were 1,30 million outstanding stock options, the majority of which were fully vested, with a total intrinsic value of 11 $ million.

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

28 janvier 2023

Accounting Policies [Abstract]

Description of Business

Fiscal Year

Fiscal YearThe Company's fiscal year ends on the Saturday nearest to January 31. As used herein, "2022," "2021" and "2020" refer to the 52-week periods ended January 28, 2023, January 29, 2022 and January 30, 2021, respectively.

Basis of Presentation

Basis of Presentation - Consolidated and Combined Financial Statements

Basis of Presentation - Prior to Separation

Intracompany transactions have been eliminated. Transactions between the Company and the Former Parent have been included in these financial statements.

Impacts of Macroeconomic Environment

Cash and Cash Equivalents

Concentration of Credit Risk

Inventories

Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis.

Advertising Costs

Property and Equipment

The Company’s property and equipment are recorded at cost and depreciation is computed on a straight-line basis using the following depreciable life ranges:


Category of Property and Equipment						Depreciable Life Range
Software, including software developed for internal use						3 - 5 years
Furniture, fixtures and equipment						3 - 10 years
Leasehold improvements						Shorter of lease term or 10 years
Non-store related building and site improvements						10 - 15 years
Other property and equipment						20 years
Buildings						30 years

Leases and Leasehold Improvements

The Company uses its incremental borrowing rate, adjusted for collateral, to determine the present value of its unpaid lease payments.

Trade Name

Intangible Assets

The Company has certain intangible assets resulting from business combinations and acquisitions that are recorded at cost.

Foreign Currency Translation

Fair Value

•Level 1—Quoted market prices in active markets for identical assets or liabilities.

Derivative Financial Instruments

Income Taxes

Self-Insurance

Equity Method Investments

Net Investment By Former Parent

Net Investment by Former Parent

Noncontrolling Interest

Share-based Compensation

Revenue Recognition

Costs of Goods Sold, Buying and Occupancy

General, Administrative and Store Operating Expenses

Use of Estimates in the Preparation of Financial Statements

Recently Issued Accounting Pronouncements

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

28 janvier 2023

Accounting Policies [Abstract]

Depreciable Life Range of Property Plant and Equipment

The Company’s property and equipment are recorded at cost and depreciation is computed on a straight-line basis using the following depreciable life ranges:


Category of Property and Equipment						Depreciable Life Range
Software, including software developed for internal use						3 - 5 years
Furniture, fixtures and equipment						3 - 10 years
Leasehold improvements						Shorter of lease term or 10 years
Non-store related building and site improvements						10 - 15 years
Other property and equipment						20 years
Buildings						30 years

Adore Me Acquisition (Tables)

12 Months Ended

28 janvier 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, Preliminary Purchase Price Allocation

The following is a preliminary purchase price allocation of assets acquired and liabilities assumed related to the Adore Me acquisition:


	(in millions)
Accounts Receivable	$	1
Inventories	105
Other Current Assets	7
Property and Equipment, Net	12
Operating Lease Assets	5
Goodwill	365
Trade Name	43
Other Intangible Assets	137
Other Assets	1
Accounts Payable	17
Accrued Expenses and Other	88
Current Operating Lease Liabilities	2
Deferred Income Tax Liabilities	21
Long-term Operating Lease Liabilities	3
Other Long-term Liabilities	8
Net Assets Acquired and Liabilities Assumed	$	537

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table represents the definite-lived intangible assets acquired, the preliminary fair values and respective useful lives:


	Useful Life	Preliminary Fair Value
		(in millions)
Customer Relationships	7 years	$	81
Developed Technology	6 years	56
Trade Name	10 years	43
Total Definite-Lived Intangible Assets		$	180

Business Acquisition, Pro Forma Information

The following pro forma results include adjustments to reflect acquisition-related costs, amortization of intangibles associated with the acquisition and the effects of adjustments made to the carrying value of inventories.


	2022		2021
	(in millions)
Net Sales	$	6,595	$	6,996
Net Income Attributable to Victoria's Secret & Co.	330		544

Transactions with Former Parent (Tables)

12 Months Ended

28 janvier 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Net Transfers from (to) Former Parent

The following table presents the components of Net Transfers from (to) Former Parent prior to the Separation in the 2021 and 2020 Consolidated and Combined Statements of Equity:


	2021		2020
	(in millions)
Cash Pooling and General Financing Activities, Net	$	(172)	$	(543)
Long-lived Assets (a)	16		—
Corporate Expense Allocations	49		77
Share-based Compensation Expense	15		25
Assumed Income Tax Payments	15		59
Cash Payment to Former Parent	(976)		—
Total Net Transfers to Former Parent	$	(1,053)	$	(382)

_______________

(a)Represents long-lived assets transferred between the Company and the Former Parent as a result of asset allocation decisions made during the period.

Schedule Of Spinoff Transactions

The following table summarizes the recognized consideration and costs pursuant to the transition services agreements for 2022 and 2021:


	2022		2021
	(in millions)
Consideration Received	$	72	$	55
Costs Recognized	74		42

The following table summarizes the recognized costs pursuant to the Domestic Transportation Services Agreement for 2022 and 2021:


	2022		2021
	(in millions)
Costs Recognized	$	91	$	46

Revenue Recognition (Tables)

12 Months Ended

28 janvier 2023

Revenue Recognition and Deferred Revenue [Abstract]

Disaggregation of Revenue

The following table provides a disaggregation of Net Sales for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Stores — North America	$	3,909	$	4,194	$	2,795
Direct	1,843		2,114		2,223
International (a)	592		477		395
Total Net Sales	$	6 344,00	$	6 785,00	$	5 413,00

_______________

Earnings (Loss) Per Share (Tables)

12 Months Ended

28 janvier 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share Computation

The following table provides the weighted-average shares utilized for the calculation of basic and diluted earnings (loss) per share for 2022, 2021 and 2020:


	2022	2021	2020
	(in millions)
Common Shares	82	88	88
Treasury Shares	—	—	—
Basic Shares	82	88	88
Effect of Dilutive Awards	2	2	—
Diluted Shares	84	90	88
Anti-dilutive Awards (a)	1	—	—

________________

Inventories (Tables)

12 Months Ended

28 janvier 2023

Inventory, Net [Abstract]

Summary of Inventories

The following table provides details of Inventories as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Finished Goods Merchandise	$	997	$	898
Raw Materials and Merchandise Components	55		51
Total Inventories	$	1 052,00	$	949

Long-Lived Assets (Tables)

12 Months Ended

28 janvier 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

The following table provides details of Property and Equipment, Net as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Land and Improvements	$	28	$	27
Buildings and Improvements	219		211
Furniture, Fixtures, Software and Equipment	2,394		2,409
Leasehold Improvements	1,018		1,070
Construction in Progress	57		78
Total	3,716		3,795
Accumulated Depreciation and Amortization	(2,870)		(2,838)
Property and Equipment, Net	$	846	$	957

Details of Impairment of Long-Lived Assets


	2020

Store Asset Impairment	$	136
Operating Lease Asset Impairment	118
Total Impairment	$	254

Leases (Tables)

12 Months Ended

28 janvier 2023

Leases [Abstract]

Schedule of Lease Cost

The following table provides the components of lease cost for operating leases for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Operating Lease Costs	$	385	$	399	$	521
Variable Lease Costs	76		63		6
Short-term Lease Costs	13		6		5
Total Lease Cost	$	474	$	468	$	532

Schedule of Future Maturities of Operating Lease Liabilities

The following table provides future maturities of operating lease liabilities as of January 28, 2023:


Fiscal Year	(in millions)
2023	$	390
2024	327
2025	273
2026	213
2027	158
Thereafter	500
Total Lease Payments	$	1,861
Less: Interest	(350)
Present Value of Operating Lease Liabilities	$	1 511,00

Schedule of Supplemental Information Related to Leases

The following table provides the weighted-average remaining lease term and discount rate for operating leases with lease liabilities as of January 28, 2023 and January 29, 2022:


	January 28, 2023	January 29, 2022
Weighted-Average Remaining Lease Term (years)	6,60	6,40
Weighted-Average Discount Rate	6,10 %	6,00 %

Intangible Assets, Goodwill and Other (Tables)

12 Months Ended

28 janvier 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The following table provides details of the gross carrying amounts of the Company's definite-lived intangible assets as of January 28, 2023:


	January 28, 2023
	(in millions)
Customer Relationships	$	81
Developed Technology	56
Adore Me Trade Name	43
Total Definite-Lived Intangible Assets	$	180

Accrued Expenses and Other (Tables)

12 Months Ended

28 janvier 2023

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

The following table provides additional information about the composition of Accrued Expenses and Other as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Deferred Revenue on Gift Cards and Merchandise Credits	$	238	$	198
Compensation, Payroll Taxes and Benefits	105		152
Rent	63		45
Deferred Revenue on Loyalty and Credit Card Programs	40		36
Taxes, Other than Income	40		24
Accrued Marketing	37		36
Contingent Consideration Related to Adore Me Acquisition	30		—
Returns Reserve	22		23
Accrued Freight and Other Logistics	16		62
Deferred Revenue on Direct Shipments not yet Delivered	13		16
Accrued Claims on Self-insured Activities	8		4
Accrued Interest	7		5
Autre	118		113
Total Accrued Expenses and Other	$	737	$	714

Income Taxes (Tables)

12 Months Ended

28 janvier 2023

Income Tax Disclosure [Abstract]

Provision for Income Taxes

The following table provides the components of the Company’s Provision (Benefit) for Income Taxes for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Current:
U.S. Federal	$	67	$	129	$	7
U.S. State	22		44		16
Non-U.S.	18		23		7
Total	107		196		30
Deferred:
U.S. Federal	(20)		6		(68)
U.S. State	(4)		(4)		(14)
Non-U.S.	(4)		(1)		18
Total	(28)		1		(64)
Provision (Benefit) for Income Taxes	$	79	$	197	$	(34)

Reconciliation of the Statutory Federal Income Tax Rate and the Effective Tax Rate

The following table provides the reconciliation between the statutory federal income tax rate and the effective tax rate for 2022, 2021 and 2020:


	2022		2021		2020
Federal Income Tax Rate	21,00	%	21,00	%	21,00	%
State Income Taxes, Net of Federal Income Tax Effect	3,90	%	4,30	%	(5,80	%)
Impact of Non-U.S. Operations	(1,60	%)	(0,90	%)	(16,60	%)
Share-based Compensation	(4,60	%)	(1,20	%)	(4,00	%)
Uncertain Tax Positions	0,20	%	(0,20	%)	19,30	%
Change in Valuation Allowance	(0,10	%)	—	%	(2,60	%)
Restructuring of Foreign Investments	—	%	0,20	%	23,30	%
U.S. Permanent Items	0,30	%	0,10	%	(2,80	%)
Other Items, Net	(0,10	%)	—	%	0,10	%
Effective Tax Rate	19,00	%	23,30	%	31,90	%

Effect of Temporary Differences that Cause Deferred Income Taxes


	28 janvier 2023						29 janvier 2022
	Actifs		Liabilities		Total		Actifs		Liabilities		Total
	(in millions)
Loss Carryforwards	$	133	$	—	$	133	$	118	$	—	$	118
Leases	354		(309)		45		371		(322)		49
Share-based Compensation	12		—		12		11		—		11
Deferred Revenue	43		—		43		42		—		42
Property and Equipment	—		(58)		(58)		—		(79)		(79)
Trade Name and Other Intangibles	—		(100)		(100)		—		(57)		(57)
Autre	54		(11)		43		34		(11)		23
Valuation Allowance	(153)		—		(153)		(148)		—		(148)
Total Deferred Income Taxes	$	443	$	(478)	$	(35)	$	428	$	(469)	$	(41)


	2022		2021		2020
	(in millions)
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year	$	10	$	126	$	41
Decreases to Unrecognized Tax Benefits Transferred to Former Parent	—		(126)		—
Increases to Unrecognized Tax Benefits as a Result of Current Year Activity	10		10		105
Increases to Unrecognized Tax Benefits for Prior Years, Including Acquisitions	11		—		—
Decreases to Unrecognized Tax Benefits for Prior Years	—		—		(16)
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities	—		—		—
Decreases to Unrecognized Tax Benefits due to Lapse of Statute of Limitations	—		—		(4)
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year	$	31	$	10	$	126

Long-term Debt and Borrowing Facilities (Tables)

12 Months Ended

28 janvier 2023

Long-Term Debt, by Current and Noncurrent [Abstract]

Schedule of Long-term Debt Instruments

The following table provides the Company’s outstanding debt balance, net of unamortized debt issuance costs and discounts, as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Senior Secured Debt with Subsidiary Guarantee
395 $ million Term Loan due August 2028 (“Term Loan Facility”)	$	387	$	390
Asset-based Revolving Credit Facility due August 2026 (“ABL Facility”)	295		—
Total Senior Secured Debt with Subsidiary Guarantee	682		390
Senior Debt with Subsidiary Guarantee
600 $ million, 4,62 % Fixed Interest Rate Notes due July 2029 (“2029 Notes”)	593		592
Total Senior Debt with Subsidiary Guarantee	593		592
Total	1,275		982
Current Debt	(4)		(4)
Total Long-term Debt, Net of Current Portion	$	1,271	$	978

Schedule of Principal Payments Due on Long-term Debt

The following table provides principal payments due on outstanding debt in the next five fiscal years and the remaining years thereafter:


Fiscal Year	(in millions)
2023	$	4
2024	4
2025	4
2026	299
2027	4
Thereafter	$	975

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210,12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
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-Section 45
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
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-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Détails

Fair Value Measurements (Tables)

12 Months Ended

28 janvier 2023

Fair Value Measurements [Abstract]

Carrying Value And Fair Value Of Long Term Debt, Disclosure

The following table provides a summary of the principal value and estimated fair value of outstanding debt as of January 28, 2023 and January 29, 2022:


	January 28, 2023		January 29, 2022
	(in millions)
Principal Value	$	995	$	999
Fair Value, Estimated (a)	894		975

________________

Fair Value, Liabilities Measured on Recurring Basis

The following table provides a summary of the Company's contingent consideration recognized at fair value related to the Adore Me acquisition as of January 28, 2023 (in millions):


Balance Sheet Location	January 28, 2023		Level 1		Level 2		Level 3
Accrued Expenses and Other	$	30	$	—	$	—	$	30
Other Long-term Liabilities	70		—		—		70

Comprehensive Income (Loss) (Tables)

12 Months Ended

28 janvier 2023

Comprehensive Income Loss

Components of Accumulated Other Comprehensive Income (Loss)

The following table provides the rollforward of accumulated other comprehensive income (loss) for 2022:


	Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
	(in millions)
Balance as of January 29, 2022	$	5	$	5
Other Comprehensive Income (Loss) Before Reclassifications	(7)		(7)
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital	3		3
Tax Effect	—		—
Current-period Other Comprehensive Loss	(4)		(4)
Balance as of January 28, 2023	$	1	$	1

The following table provides the rollforward of accumulated other comprehensive income for 2021:


	Foreign Currency Translation		Accumulated Other Comprehensive Income
	(in millions)
Balance as of January 30, 2021	$	4	$	4
Other Comprehensive Income Before Reclassifications	1		1

Tax Effect	—		—
Current-period Other Comprehensive Income	1		1
Balance as of January 29, 2022	$	5	$	5

Shareholders' Equity (Tables)

12 Months Ended

28 janvier 2023

Stockholders' Equity Note [Abstract]

Schedule Of Repurchase Of Common Stock

The Company repurchased the following shares of its common stock under the March 2022 Share Repurchase Program during 2022:


	Amount Authorized		Shares Repurchased	Amount Repurchased		Average Stock Price
	(in millions)		(in thousands)	(in millions)
March 2022 Share Repurchase Program	$	250	5,985	$	250	$	41,77

Share-based Compensation (Tables)

12 Months Ended

28 janvier 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Share-Based Compensation Expense

The following table provides share-based compensation expense included in the Consolidated and Combined Statements of Income (Loss) for 2022, 2021 and 2020:


	2022		2021		2020
	(in millions)
Costs of Goods Sold, Buying and Occupancy	$	18	$	12	$	9
General, Administrative and Store Operating Expenses	30		21		16
Total Share-based Compensation Expense	$	48	$	33	$	25

Restricted Stock Activity

The following table provides the Company’s restricted stock activity for the fiscal year ended January 28, 2023:


	Number of Shares	Weighted-Average Grant Date Fair Value
	(in thousands)
Unvested as of January 29, 2022	4,132	$	23,04
Granted	1,872	47,63
Vested	(2,312)	15,76
Annulé	(426)	40,71
Unvested as of January 28, 2023	3,266	$	39,98

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ in Millions		12 Months Ended
	25 mars 2022 USD ($)	28 janvier 2023 USD ($) magasin pays	29 janvier 2022 USD ($)	30 janvier 2021 USD ($)	30 juillet 2022 associée	03 août 2021	02 août 2021 USD ($) shares
Spinoff Transactions [Line Items]
Number of countries in which entity operates (more than) \| country		70
Number of Home Office Management Roles Eliminated \| associate					160
Reduction of Home Office Headcount, Percentage					5,00 %
Maturity of short term investments, maximum, in days		90 jours
Advertising expense		344 $	334 $	239 $
Equity method investment carrying value		56 $	35
Lessee, operating lease, term of contract		10 years
Payments to Acquire Equity Method Investments		18 $	0	0
Adore-moi
Spinoff Transactions [Line Items]
Reporting lag		1 month
Frankies Bikinis, LLC
Spinoff Transactions [Line Items]
Payments to Acquire Equity Method Investments	18 $
Victoria's Secret Co. \| Former Parent
Spinoff Transactions [Line Items]
Joint venture, percentage owned by parent						0,00 %
Former Parent
Spinoff Transactions [Line Items]
Spinoff transaction, common stock distributed, percentage							100,00 %
Spinoff transaction, shares of parent exchanged for each share of company \| shares							3
Spinoff transaction, cash payment to parent							976 $
Allocation of selling, general and administrative expenses from former parent			49 $	77 $
Sales Channel, Directly
Spinoff Transactions [Line Items]
Number of stores (more than) \| store		910
Sales Channel, Through Intermediary
Spinoff Transactions [Line Items]
Number of stores (more than) \| store		450

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies - Depreciable Life Range of Property Plant and Equipment (Details)	12 Months Ended
	28 janvier 2023
Software, including software developed for internal use \| Minimum
Property, Plant and Equipment [Line Items]
Depreciable life range	3 years
Software, including software developed for internal use \| Maximum
Property, Plant and Equipment [Line Items]
Depreciable life range	5 years
Furniture, fixtures and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Depreciable life range	3 years
Furniture, fixtures and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Depreciable life range	10 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Depreciable life range	10 years
Non-store related building and site improvements \| Minimum
Property, Plant and Equipment [Line Items]
Depreciable life range	10 years
Non-store related building and site improvements \| Maximum
Property, Plant and Equipment [Line Items]
Depreciable life range	15 years
Other property and equipment
Property, Plant and Equipment [Line Items]
Depreciable life range	20 years
Buildings
Property, Plant and Equipment [Line Items]
Depreciable life range	30 years

Adore Me Acquisition - Narrative (Details) - Adore Me - USD ($) $ in Millions		12 Months Ended
	30 décembre 2022	28 janvier 2023
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100,00 %
Payments to acquire businesses, gross	391 $
Business combination, additional cash consideration, evaluation period	2 years
Business combination, consideration transferred, net of cash acquired	537 $
Cash acquired from acquisition	22
Business combination, consideration transferred	559
Business combination, contingent consideration, fair value disclosure	98
Business combination, consideration transferred, fair value of future fixed payment	70
Acquisition related costs	15 $
Useful Life	7 years 4 months 24 days
Reporting lag		1 month
Minimum
Business Acquisition [Line Items]
Business combination, additional cash consideration	80 $
Maximum
Business Acquisition [Line Items]
Business combination, additional cash consideration	300
Business combination, contingent compensation payments	60 $

Adore Me Acquisition - Schedule of Preliminary Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	28 janvier 2023	30 décembre 2022	29 janvier 2022
Business Acquisition [Line Items]
Goodwill	365 $		0 $
Adore-moi
Business Acquisition [Line Items]
Accounts Receivable		1 $
Inventories		105
Other Current Assets		7
Property and Equipment, Net		12
Operating Lease Assets		5
Goodwill		365
Other Assets		1
Accounts Payable		17
Accrued Expenses and Other		88
Current Operating Lease Liabilities		2
Deferred Income Tax Liabilities		21
Long-term Operating Lease Liabilities		3
Other Long-term Liabilities		8
Net Assets Acquired and Liabilities Assumed		537
Adore Me \| Trade Name
Business Acquisition [Line Items]
Intangible Assets		43
Adore Me \| Other Intangible Assets
Business Acquisition [Line Items]
Intangible Assets		137 $

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

Adore Me Acquisition - Business Acquisition, Pro Forma Information (Details) - Adore Me - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022
Business Acquisition [Line Items]
Net Sales	6 595 $	6 996 $
Net Income Attributable to Victoria's Secret & Co.	330 $	544 $

Transactions with Former Parent - Narrative (Details) shares in Millions, $ in Millions		12 Months Ended
	02 août 2021 règles shares	28 janvier 2023 USD ($)	29 janvier 2022 USD ($)	30 janvier 2021 USD ($)
Debt Instrument [Line Items]
Interest expense		60 $	27 $	6 $
Transition services agreements, number of extension periods \| period	2
Transition services agreements, extension period	1 year
Domestic transportation services, initial term	3 years
Share-based payment award, award converted from former parent (in shares) \| shares	6,00
Maximum
Debt Instrument [Line Items]
Transition services agreements, general services term (up to)	2 years
Transition services agreements, information technology service term (up to)	3 years
Former Parent
Debt Instrument [Line Items]
Long-term debt due to Former Parent				97 $
Interest expense			2 $

Transactions with Former Parent - Schedule of Net Transfers from (to) Former Parent (Details) - USD ($) $ in Millions	12 Months Ended
	29 janvier 2022	30 janvier 2021
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	$ (1,053)	$ (382)
Former Parent
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	(1,053)	(382)
Former Parent \| Cash Pooling and General Financing Activities, Net
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	(172)	(543)
Former Parent \| Long-lived Assets
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	16	0
Former Parent \| Corporate Expense Allocations
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	49	77
Former Parent \| Share-based Compensation Expense
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	15	25
Former Parent \| Assumed Income Tax Payments
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	15	59
Former Parent \| Cash Payment to Former Parent
Transaction With Former Parent [Line Items]
Total Net Transfers to Former Parent	$ (976)	0 $

Transactions with Former Parent - Schedule of Spinoff Transactions (Details) - Former Parent - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022
Schedule Of Transaction With Former Parent [Line Items]
Transition service consideration	72 $	55 $
Transition service cost	74	42
Domestic transportation services cost	91 $	46 $

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Accounts receivable, net from revenue-generating activities	101 $	101 $
Contract with customer, liability	309	258
Contract with customer, liability, revenue recognized	135
Net sale	6 344 $	6 785,00	5 413 $
Minimum
Account receivable, payment term	60 jours
Maximum
Account receivable, payment term	90 jours
U.S. Private Label Credit Card Arrangement
Net sale	123 $	132	135
Sales Channel, Net Sale Outside Of The U.S.
Net sale	830	736 $	643 $
Accrued Liabilities
Contract with customer, liability	291
Other Long-term Liabilities
Contract with customer, liability	18 $

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Disaggregation of Revenue [Line Items]
Net Sales	6 344 $	6 785 $	5 413 $
Stores — North America
Disaggregation of Revenue [Line Items]
Net Sales	3 909,00	4 194,00	2 795,00
Sales Channel, Directly
Disaggregation of Revenue [Line Items]
Net Sales	1 843,00	2 114,00	2 223,00
International
Disaggregation of Revenue [Line Items]
Net Sales	592 $	477 $	395 $

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Détails

Earnings (Loss) Per Share - Narrative (Details) - shares	28 janvier 2023	29 janvier 2022	03 août 2021	02 août 2021
Spinoff Transactions [Line Items]
Common Stock, shares outstanding (in shares)	80 000 000,00	85 000 000,00	88 000 000,00
Former Parent
Spinoff Transactions [Line Items]
Spinoff transaction, common stock distributed, percentage				100,00 %
Spinoff transaction, shares of parent exchanged for each share of company				3

Earnings (Loss) Per Share - Shares Utilized for the Calculation of Basic and Diluted Earnings per Share (Details) - shares shares in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Weighted-average Common Shares:
Common Shares (in shares)	82	88	88
Treasury Shares (in shares)	0	0	0
Basic Shares (in shares)	82	88	88
Effect of Dilutive Options and Restricted Stock (in shares)	2	2	0
Diluted Shares (in shares)	84	90	88
Anti-dilutive Options and Awards (in shares)	1	0	0

Restructuring (Details) $ in Millions		1 Months Ended	3 Months Ended		7 Months Ended	12 Months Ended
Restructuring (Details) $ in Millions	19 oct. 2020 USD ($) magasin	30 avril 2022 USD ($)	28 janvier 2023 USD ($)	01 août 2020 USD ($)	28 janvier 2023 USD ($)	28 janvier 2023 USD ($)	29 janvier 2022 USD ($)	30 janvier 2021 USD ($)	31 oct. 2020
Restructuring Cost and Reserve [Line Items]
Restructuring charges			6 $	51 $	29 $
Payments for restructuring						18 $
Net gain on formation of UK joint venture	90 $
Number of stores restructured \| store	24
Asset impairment charges	25 $					0	0 $	254 $
Foreign-currency translation adjustment	36 $					0	0 $	$ (36)
Proceeds from divestiture of interest in consolidated subsidiaries		45 $
Restructuring reserve			17		17	17 $
Selling, General and Administrative Expenses [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges			5		16
Cost of Goods Sold, Buying and Occupancy
Restructuring Cost and Reserve [Line Items]
Restructuring charges			1 $		13 $
Victoria's Secret Chine
Restructuring Cost and Reserve [Line Items]
Joint venture, expected percentage owned by parent		0,51
Payments to Acquire Interest in Joint Venture		10 $
Victoria's Secret China \| Regina Miracle
Restructuring Cost and Reserve [Line Items]
Joint venture, expected percentage owned by noncontrolling owners		0,49
Regina Miracle \| Victoria's Secret China
Restructuring Cost and Reserve [Line Items]
Payments to Acquire Interest in Joint Venture		10 $
Victoria's Secret U.K.
Restructuring Cost and Reserve [Line Items]
Equity method investment, ownership percentage									49,00 %
Victoria's Secret U.K. \| Next PLC
Restructuring Cost and Reserve [Line Items]
Equity method investment, ownership percentage									51,00 %

Inventories - Summary of Inventories (Details) - USD ($) $ in Millions	28 janvier 2023	29 janvier 2022
Inventory, Net [Abstract]
Finished Goods Merchandise	997 $	898 $
Raw Materials and Merchandise Components	55	51
Total Inventories	1 052 $	949 $

Long-Lived Assets - Details of Property and Equipment, Net (Details) - USD ($) $ in Millions	28 janvier 2023	29 janvier 2022
Property, Plant and Equipment [Abstract]
Land and Improvements	28 $	27 $
Buildings and Improvements	219	211
Furniture, Fixtures, Software and Equipment	2 394,00	2 409,00
Leasehold Improvements	1 018,00	1 070,00
Construction in Progress	57	78
Total	3 716,00	3 795,00
Accumulated Depreciation and Amortization	(2,870)	(2,838)
Property and Equipment, Net	846 $	957 $

Long-Lived Assets - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
	19 oct. 2020	28 janvier 2023	29 janvier 2022	30 janvier 2021
Property, Plant and Equipment [Abstract]
Depreciation of Long-lived Assets		274 $	303 $	326 $
Impaired Long-Lived Assets Held and Used [Line Items]
Asset impairment charges	25 $	0 $	0 $	254
ROYAUME-UNI
Impaired Long-Lived Assets Held and Used [Line Items]
Asset impairment charges				25 $

Long-Lived Assets (Long-Lived Assets Impairment) (Details) - USD ($) $ in Millions		12 Months Ended
	19 oct. 2020	28 janvier 2023	29 janvier 2022	30 janvier 2021
Impaired Long-Lived Assets Held and Used [Line Items]
Total Impairment	25 $	0 $	0 $	254 $
Store Assets
Impaired Long-Lived Assets Held and Used [Line Items]
Total Impairment				136
Operating Lease Asset
Impaired Long-Lived Assets Held and Used [Line Items]
Total Impairment				118 $

Leases - Lease Cost (Details) - USD ($) $ in Millions		12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Millions	19 oct. 2020	28 janvier 2023	29 janvier 2022	30 janvier 2021
Leases [Abstract]
Operating Lease Costs		385 $	399 $	521 $
Variable Lease Costs		76	63	6
Short-term Lease Costs		13	6	5
Total Lease Cost		474	468	532
Asset Impairment Charges	25 $	0 $	0 $	254 $

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	01 août 2020	28 janvier 2023	29 janvier 2022	30 janvier 2021
Lessee, Lease, Description [Line Items]
Decreased rent due to executed amendment			31 $	90 $
Additional operating lease commitments not yet commenced		87 $
Operating lease, payments		423	497	348
Right-of-use asset obtained in exchange for operating lease liability		160	120
Lease assets, period increase (decrease)				(32)
Gain (loss) on termination of lease		0	0	39
Asset retirement obligation		12 $	13 $
Costs of Goods Sold, Buying and Occupancy
Lessee, Lease, Description [Line Items]
Gain (loss) on termination of lease	39 $
General, Administrative and Store Operating Expenses
Lessee, Lease, Description [Line Items]
Severance costs				3 $

Leases - Lease Maturities (Details) $ in Millions	28 janvier 2023 USD ($)
Leases [Abstract]
2023	390 $
2024	327
2025	273
2026	213
2027	158
Thereafter	500
Total Lease Payments	1 861,00
Less: Interest	(350)
Present Value of Operating Lease Liabilities	1 511 $

Leases - Lease Term and Discount Rate (Details)	28 janvier 2023	29 janvier 2022
Leases [Abstract]
Weighted-Average Remaining Lease Term (years)	6 years 7 months 6 days	6 years 4 months 24 days
Weighted-Average Discount Rate	6,10 %	6,00 %

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Goodwill, Trade Names and Other Intangible Assets, Net [Abstract]
Goodwill	365 $	0 $
Amortization of Intangible Assets	0	0	0 $
Finite-lived intangible asset, expected amortization, year one	25
Finite-lived intangible asset, expected amortization, year two	25
Finite-lived intangible asset, expected amortization, year three	25
Finite-lived intangible asset, expected amortization, year four	25
Finite-lived intangible asset, expected amortization, year five	25
Finite-Lived Intangible Assets [Line Items]
Trade Names	289	246
Victoria's Secret Trade Names, Excluding Adore Me
Finite-Lived Intangible Assets [Line Items]
Trade Names	246 $	246 $

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) $ in Millions	28 janvier 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total Definite-Lived Intangible Assets	180 $
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Total Definite-Lived Intangible Assets	81
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Total Definite-Lived Intangible Assets	56
Trade Name
Finite-Lived Intangible Assets [Line Items]
Total Definite-Lived Intangible Assets	43 $

Accrued Expenses and Other (Details) - USD ($) $ in Millions	28 janvier 2023	30 décembre 2022	29 janvier 2022
Disaggregation of Revenue [Line Items]
Compensation, Payroll Taxes and Benefits	105 $		152 $
Rent	63		45
Taxes, Other than Income	40		24
Accrued Marketing	37		36
Returns Reserve	22		23
Accrued Freight and Other Logistics	16		62
Accrued Claims on Self-insured Activities	8		4
Accrued Interest	7		5
Autre	118		113
Total Accrued Expenses and Other	737		714
Adore-moi
Disaggregation of Revenue [Line Items]
Business combination, contingent consideration, fair value disclosure		98 $
Accrued Expenses and Other \| Adore Me
Disaggregation of Revenue [Line Items]
Business combination, contingent consideration, fair value disclosure	30		0
Sales Channel, Gift Cards
Disaggregation of Revenue [Line Items]
Deferred Revenue	238		198
Sales Channel, Loyalty and Private Label Credit Card
Disaggregation of Revenue [Line Items]
Deferred Revenue	40		36
Sales Channel, Directly
Disaggregation of Revenue [Line Items]
Deferred Revenue	13 $		16 $

Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Current:
U.S. Federal	67 $	129 $	7 $
U.S. State	22	44	16
Non-U.S.	18	23	7
Total	107	196	30
Deferred:
U.S. Federal	(20)	6	(68)
U.S. State	(4)	(4)	(14)
Non-U.S.	(4)	(1)	18
Total	(28)	1	(64)
Provision (Benefit) for Income Taxes	79 $	197 $	$ (34)

Income Taxes - Narrative (Details) - USD ($) $ in Millions		12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	30 décembre 2022	28 janvier 2023	29 janvier 2022	30 janvier 2021
Operating Loss Carryforwards [Line Items]
Pre-tax income (loss), non-US, arising principally from overseas operations		92 $	92 $	11 $
Income tax payments		161	56	59
Unrecognized tax benefits resulting in reduction of effective income tax rate		20	9	121
Increase in unrecognized tax benefits is reasonably possible		9
Decrease in unrecognized tax benefits is reasonably possible		9
Interest and penalties related to unrecognized tax benefits of income tax expense		1	0 $	2 $
Unrecognized tax benefits, income tax penalties and interest accrued		1
Unrecognized tax benefits, increase resulting from acquisition	10 $
Operating Loss Carryforwards Expiration Year, Unlimited
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		37 $

Income Taxes - Reconciliation of the Statutory Federal Income Tax Rate and the Effective Tax Rate (Details)	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Income Tax Disclosure [Abstract]
Federal Income Tax Rate	21,00 %	21,00 %	21,00 %
State Income Taxes, Net of Federal Income Tax Effect	3,90 %	4,30 %	(5,80 %)
Impact of Non-U.S. Operations	(1,60 %)	(0,90 %)	(16,60 %)
Share-based Compensation	(4,60 %)	(1,20 %)	(4,00 %)
Restructuring of Foreign Investments	0,00 %	0,20 %	23,30 %
Uncertain Tax Positions	0,20 %	(0,20 %)	19,30 %
U.S. Permanent Items	0,30 %	0,10 %	(2,80 %)
Change in Valuation Allowance	(0,10 %)	0,00 %	(2,60 %)
Other Items, Net	(0,10 %)	0,00 %	0,10 %
Effective Tax Rate	19,00 %	23,30 %	31,90 %

Income Taxes - Effect of Temporary Differences that Cause Deferred Income Taxes (Details) - USD ($) $ in Millions	28 janvier 2023	29 janvier 2022
Deferred Tax Asset and Liability [Line Items]
Deferred tax liabilities, gross	$ (478)	$ (469)
Deferred tax liability, net	(35)	(41)
Deferred tax assets, net of valuation allowance	443	428
Loss Carryforwards
Deferred Tax Asset and Liability [Line Items]
Deferred tax assets, gross	133	118
Deferred tax liabilities, gross	0	0
Deferred tax assets, net	133	118
Leases
Deferred Tax Asset and Liability [Line Items]
Deferred tax assets, gross	354	371
Deferred tax liabilities, gross	(309)	(322)
Deferred tax assets, net	45	49
Share-based Compensation
Deferred Tax Asset and Liability [Line Items]
Deferred tax assets, gross	12	11
Deferred tax liabilities, gross	0	0
Deferred tax assets, net	12	11
Deferred Revenue
Deferred Tax Asset and Liability [Line Items]
Deferred tax assets, gross	43	42
Deferred tax liabilities, gross	0	0
Deferred tax assets, net	43	42
Property and Equipment
Deferred Tax Asset and Liability [Line Items]
Deferred tax assets, gross	0	0
Deferred tax liabilities, gross	(58)	(79)
Deferred tax liability, net	(58)	(79)
Trade Name and Other Intangibles
Deferred Tax Asset and Liability [Line Items]
Deferred tax assets, gross	0	0
Deferred tax liabilities, gross	(100)	(57)
Deferred tax liability, net	(100)	(57)
Autre
Deferred Tax Asset and Liability [Line Items]
Deferred tax assets, gross	54	34
Deferred tax liabilities, gross	(11)	(11)
Deferred tax assets, net	43	23
Valuation Allowance
Deferred Tax Asset and Liability [Line Items]
Valuation Allowance	$ (153)	$ (148)

Income Taxes - Activity Related to its Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year	10 $	126 $	41 $
Decreases to Unrecognized Tax Benefits Transferred to Former Parent	0	(126)	0
Increases to Unrecognized Tax Benefits for Prior Years, Including Acquisitions	11	0	0
Decreases to Unrecognized Tax Benefits for Prior Years	0	0	(16)
Increases to Unrecognized Tax Benefits as a Result of Current Year Activity	10	10	105
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities	0	0	0
Decreases to Unrecognized Tax Benefits due to Lapse of Statute of Limitations	0	0	(4)
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year	31 $	10 $	126 $

Long-term Debt and Borrowing Facilities - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Millions	28 janvier 2023	29 janvier 2022	31 juillet 2021
Debt, long-term and short-term, combined amount	1 275 $	982 $
Current Debt	(4)	(4)
Total long-term debt, net of current portion	1 271,00	978
With Subsidiary Guarantee \| Senior Secured Debt with Subsidiary Guarantee
Debt, long-term and short-term, combined amount	682	390
With Subsidiary Guarantee \| Senior Debt with Subsidiary Guarantee
Debt, long-term and short-term, combined amount	593	592
With Subsidiary Guarantee \| 395 $ million Term Loan due August 2028 (“Term Loan Facility”)
Debt instrument, face amount	395
With Subsidiary Guarantee \| 395 $ million Term Loan due August 2028 (“Term Loan Facility”) \| Senior Secured Debt with Subsidiary Guarantee
Debt, long-term and short-term, combined amount	387	390
With Subsidiary Guarantee \| 600 $ million, 4,62 % Fixed Interest Rate Notes due July 2029 (“2029 Notes”)
Debt instrument, face amount	600 $		600 $
Interest rate	4,62 %		4,62 %
With Subsidiary Guarantee \| 600 $ million, 4,62 % Fixed Interest Rate Notes due July 2029 (“2029 Notes”) \| Senior Debt with Subsidiary Guarantee
Debt, long-term and short-term, combined amount	593 $	592
With Subsidiary Guarantee \| Revolving Credit Expiring August 2026 \| Senior Secured Debt with Subsidiary Guarantee
Debt, long-term and short-term, combined amount	295 $	0 $

Long-term Debt and Borrowing Facilities - Schedule of Principal Payments on Long-term Debt (Details) $ in Millions	28 janvier 2023 USD ($)
Long-Term Debt, by Current and Noncurrent [Abstract]
2023	4 $
2024	4
2025	4
2026	299
2027	4
Thereafter	975 $

Long-term Debt and Borrowing Facilities - Narrative (Details) $ in Millions		12 Months Ended
	02 août 2021 USD ($)	28 janvier 2023 USD ($)	29 janvier 2022 USD ($)	30 janvier 2021 USD ($)	31 juillet 2021 USD ($)	01 août 2020 USD ($)
Interest paid		52 $	18 $	0 $
Interest expense		60	27	6
Borrowings from Asset-based Revolving Credit Facility		295 $	0	0
Former Parent
Spinoff transaction, cash payment to parent	976 $
Long-term debt due to Former Parent				97
Interest expense			2
Credit Facility
Proceeds from issuance of debt	384
395 $ million Term Loan due August 2028 (“Term Loan Facility”) \| Term Loan
Interest rate		7,98 %
Debt issuance costs	10
Term loan B credit facility	400 $
Debt instrument, periodic principal payment, percent	0,00
Debt instrument, periodic principal payment		4 $	1
395 $ million Term Loan due August 2028 (“Term Loan Facility”) \| London Interbank Offered Rate (LIBOR) \| Term Loan
Basis spread on variable rate	3,25 %
395 $ million Term Loan due August 2028 (“Term Loan Facility”) \| Base Rate \| Term Loan
Basis spread on variable rate	2,25 %
395 $ million Term Loan due August 2028 (“Term Loan Facility”) \| Interest Rate Floor \| Term Loan
Basis spread on variable rate	0,50 %
Revolving Credit Expiring August 2026 \| Revolving Credit Facility
Interest rate		5,90 %
Debt issuance costs	6 $
Line of credit facility, maximum borrowing capacity	750 $
Line of Credit Facility, Remaining Borrowing Capacity		259 $
Borrowings from Asset-based Revolving Credit Facility		295
Revolving Credit Expiring August 2026 \| Revolving Credit Expiring August 2026
Long-term line of credit		295
Revolving Credit Expiring August 2026 \| Minimum \| Revolving Credit Facility
Line of credit facility, unused capacity, commitment fee percentage	0,25 %
Revolving Credit Expiring August 2026 \| Maximum \| Revolving Credit Facility
Line of credit facility, unused capacity, commitment fee percentage	0,30 %
Revolving Credit Expiring August 2026 \| Average Daily Excess Availability \| LIBOR and CDOR Loans \| Minimum \| Revolving Credit Facility
Basis spread on variable rate	1,50 %
Revolving Credit Expiring August 2026 \| Average Daily Excess Availability \| LIBOR and CDOR Loans \| Maximum \| Revolving Credit Facility
Basis spread on variable rate	2,00 %
Revolving Credit Expiring August 2026 \| Average Daily Excess Availability \| Alternate Base Rate Loans and Canadian Base Rate Loans \| Minimum \| Revolving Credit Facility
Basis spread on variable rate	0,50 %
Revolving Credit Expiring August 2026 \| Average Daily Excess Availability \| Alternate Base Rate Loans and Canadian Base Rate Loans \| Maximum \| Revolving Credit Facility
Basis spread on variable rate	1,00 %
Revolving Credit Expiring August 2026 \| Letter of Credit
Long-term line of credit		42
With Subsidiary Guarantee \| 600 $ million, 4,62 % Fixed Interest Rate Notes due July 2029 (“2029 Notes”)
Principal Value		600 $			600 $
Interest rate		4,62 %			4,62 %
Proceeds from issuance of debt	592 $
Debt issuance costs	8 $
With Subsidiary Guarantee \| 395 $ million Term Loan due August 2028 (“Term Loan Facility”)
Principal Value		395 $
With Subsidiary Guarantee \| Foreign Facilities with Parent Guarantee
Line of credit facility, maximum borrowing capacity				30
Proceeds from line of credit		0 $		21
Repayments of lines of credit			0 $	126
Line of credit					0 $
Without Subsidiary Guarantee \| Foreign Facilities with Parent Guarantee
Proceeds from line of credit				13
Repayments of lines of credit				63 $
Line of credit						0 $

Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt, Disclosure (Details) - USD ($) $ in Millions	28 janvier 2023	29 janvier 2022
Reported Value Measurement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value	995 $	999 $
Estimate of Fair Value Measurement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt instrument, fair value	894 $	975 $

Fair Value Measurements - Fair Value of Contingent Consideration (Details) - Adore Me - USD ($) $ in Millions	28 janvier 2023	30 décembre 2022	29 janvier 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure		98 $
Accrued Expenses and Other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	30 $		0 $
Other Long-term Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	70
Level 1 \| Accrued Expenses and Other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	0
Level 1 \| Other Long-term Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	0
Level 2 \| Accrued Expenses and Other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	0
Level 2 \| Other Long-term Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	0
Level 3 \| Accrued Expenses and Other
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	30
Level 3 \| Other Long-term Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business combination, contingent consideration, fair value disclosure	70 $

Comprehensive Income (Loss) - Components Of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	30 avril 2022	28 janvier 2023	29 janvier 2022	30 janvier 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Beginning Balance		5 $	4 $
Other Comprehensive Income (Loss) Before Reclassifications		(7)	1
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital		3
Tax Effect		0	0
Total Other Comprehensive Income (Loss), Net of Tax		(4)	1	33 $
Accumulated Other Comprehensive Income (Loss), Ending Balance		1	5	4
Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Accumulated Other Comprehensive Income (Loss), Beginning Balance		5	4
Other Comprehensive Income (Loss) Before Reclassifications		(7)	1
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital	3 $	3
Tax Effect		0	0
Total Other Comprehensive Income (Loss), Net of Tax		(4)	1
Accumulated Other Comprehensive Income (Loss), Ending Balance		1 $	5 $	4 $

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Détails

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
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-Subparagraph (SX 210,50-03(21))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 55
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
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-Paragraph 1B
-Subparagraph (b)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Détails

- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123586238&loc=d3e39076-109324

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 17
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210,70-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Détails

Comprehensive Income (Loss) - Narrative (Details) - USD ($) $ in Millions		1 Months Ended	12 Months Ended
	19 oct. 2020	30 avril 2022	28 janvier 2023	29 janvier 2022	30 janvier 2021
Statement of Comprehensive Income [Abstract]
Foreign-currency translation adjustment	$ (36)		0 $	0 $	36 $
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital			3
Foreign Currency Translation
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amounts Reclassified from Accumulated Other Comprehensive Income to Paid-in Capital		3 $	3 $

Commitments and Contingencies (Details) $ in Millions			1 Months Ended
Commitments and Contingencies (Details) $ in Millions	09 mai 2022 USD ($)	06 août 2021 USD ($)	31 juillet 2021 USD ($)	22 avril 2022	21 juillet 2021
Occupancy-related Legal Matter
Other Commitments [Line Items]
Litigation Settlement, Calculation Of Settlement Amount				3	3
Occupancy-related Legal Matter \| Judicial Ruling
Other Commitments [Line Items]
Litigation Settlement, Amount Awarded to Other Party	22 $	23 $
Management and Governance Investments
Other Commitments [Line Items]
Investment commitment, amount			45 $
Investment commitment, period			5 years

Retirement Benefits - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Retirement Benefits [Abstract]
Defined contribution plan, cost	43 $	43 $	38 $
Non-qualified retirement plan, benefit obligation			66 $

Shareholders' Equity (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions		1 Months Ended			12 Months Ended
	31 décembre 2021	28 février 2023	28 février 2022	31 décembre 2021	28 janvier 2023	29 janvier 2022	31 janvier 2023	11 janvier 2023	02 mars 2022	29 décembre 2021
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period					0 $	0 $
Amount Repurchased					250	250
Trade Names					289	246
Treasury Stock
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period					(300)	(200)
Amount Repurchased					300 $	200 $
Common Stock
Equity, Class of Treasury Stock [Line Items]
Repurchase of Common Stock (in shares)					6 000,00	4 000,00
Paid-in Capital
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period					12 $	8 $
Amount Repurchased					$ (50)	50
ASR Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount										250 $
Stock repurchased and retired during period (in shares)	4 100,00		300	4 100,00
Stock repurchased and retired during period	250 $
ASR Program \| Treasury Stock
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period	200 $		50 $	200 $
ASR Program \| Common Stock
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period			1	1
ASR Program \| Paid-in Capital
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period			1	8		50 $
ASR Program \| Retained Earnings
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period			50 $	192 $
March 2022 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount									250 $
March 2022 Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Repurchase of Common Stock (in shares)					5 985,00
Amount Repurchased					250 $
Average Stock Price					41,77 $
March 2022 Repurchase Program \| Common Stock
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period					1 $
March 2022 Repurchase Program \| Paid-in Capital
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period					12
March 2022 Repurchase Program \| Retained Earnings
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired during period					238 $
January 2023 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount								250 $
January 2023 ASR Program \| Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount							125 $
Stock repurchased and retired during period (in shares)		2 400,00
Stock repurchased and retired during period		125 $

Shareholders' Equity - Schedule of Repurchase of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	02 mars 2022
Equity, Class of Treasury Stock [Line Items]
Amount Repurchased	250 $	250 $
March 2022 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Amount Authorized			250 $
March 2022 Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Repurchase of Common Stock (in shares)	5 985,00
Amount Repurchased	250 $
Average Stock Price	41,77 $

Share-based Compensation (Narrative) (Details) shares in Millions, $ in Millions	6 Months Ended	12 Months Ended
	29 janvier 2022 USD ($)	28 janvier 2023 USD ($) shares	29 janvier 2022 USD ($)	30 janvier 2021 USD ($)	02 août 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, restricted and unrestricted shares authorized (in shares) \| shares		11,00
Options and shares available for grant (in shares) \| shares		9,00
Share-based payment award, award converted from former parent (in shares) \| shares					6,00
Share-based payment award, award converted from former parent, conversion ratio					1,67
Tax benefit associated with share based compensation		9 $	6 $	6 $
Options outstanding (in shares) \| shares		1,30
Options, aggregated intrinsic value		11 $
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate		46,30 %
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		2,10 %
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award, award converted from former parent (in shares) \| shares					1,70
Total unrecognized compensation cost, weighted-average period of recognition, years		1 year 1 month 6 days
Share-based compensation, award expiration period		10 years
Share-based compensation, option, cost not yet recognized		1 $
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, award vesting period		3 years
Total intrinsic value of restricted stock vested	11 $	118 $
Total fair value at grant date of awards vested	3	36
Total unrecognized compensation cost, net of estimated forfeitures		50 $
Total unrecognized compensation cost, weighted-average period of recognition, years		1 year 7 months 6 days
Tax benefits realized from tax deductions	2 $	27 $
Minimum \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, award vesting period		3 years
Maximum \| Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, award vesting period		5 years

Share-based Compensation - Share-Based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	28 janvier 2023	29 janvier 2022	30 janvier 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	48 $	33 $	25 $
Costs of Goods Sold, Buying and Occupancy
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	18	12	9
General, Administrative and Store Operating Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Expense	30 $	21 $	16 $

Share-based Compensation - Restricted Stock Activity (Details) - Restricted Stock - $ / shares shares in Thousands	6 Months Ended	12 Months Ended
	29 janvier 2022	28 janvier 2023
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Unvested as of August 2, 2021 (in shares)		4 132,00
Granted (in shares)		1 872,00
Vested (in shares)		(2,312)
Cancelled (in shares)		(426)
Unvested as of End of Period (in shares)	4 132,00	3 266,00
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Unvested as of August 2, 2021, Weighted-Average Grant Date Fair Value (in dollars per share)		23,04 $
Granted, Weighted-Average Grant Date Fair Value (in dollars per share)	56,63 $	47,63
Vested, Weighted-Average Grant Date Fair Value (in dollars per share)		15,76
Cancelled, Weighted-Average Grant Date Fair Value (in dollars per share)		40,71
Unvested as of End of Period, Weighted-Average Grant Date Fair Value (in dollars per share)	23,04 $	39,98 $