The following discussion and analysis of financial condition and results of
operations are based upon our Consolidated Financial Statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") as codified in the ASC. The following
information should be read in conjunction with our financial statements and the
related notes included in Part I, Item 1. Financial Statements in this Quarterly
Report on Form 10-Q.

On August 2, 2021, we completed the tax-free spin-off of our Victoria's Secret
business, which included the Victoria's Secret and PINK brands, into an
independent publicly traded company. Accordingly, the operating results of, and
costs to separate, the Victoria's Secret business are reported in Income (Loss)
from Discontinued Operations, Net of Tax in the Consolidated Statements of
Income for all periods presented. Unless otherwise noted, all amounts,
percentages and discussions reflect only the results of operations and financial
condition of our continuing operations.

Executive Overview



In the third quarter of 2022, net sales decreased $77 million, or 5%, to $1.604
billion compared to the third quarter of 2021. In our stores and direct
channels, net sales decreased 5% to $1.178 billion, and 6% to $345 million,
respectively. These declines compared to 2021 were primarily driven by decreases
in both average dollar sales and transactions. In our international business,
net sales increased 10% to $81 million.

In the third quarter of 2022, operating income decreased $207 million, or 51%,
to $202 million, from $409 million in the third quarter of 2021, and the
operating income rate (expressed as a percentage of sales) decreased to 12.6%
from 24.3%. These decreases were primarily due to the decline in net sales,
incremental inflationary cost pressures, increased promotional activities and
strategic investments in technology, in connection with our information
technology ("IT") separation and transformation, and our associates, including
increased wage rates and retention for key talent.

For additional information related to our third quarter 2022 financial performance, see "Results of Operations."


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Global Supply Chain and Inflationary Impacts



There continues to be volatility and inflation in the global supply chain. We
are continuing to experience increased costs in raw materials, transportation
and wage rates. We estimate that our full year 2022 incremental inflation impact
could range between $220 million and $230 million, with approximately $70
million of pressure expected in the fourth quarter of 2022. These pressures have
had a negative impact on our Gross Profit dollars and rate for the third quarter
of and year-to-date 2022, and we expect this trend to continue in the fourth
quarter of 2022.

Information Technology and Other Costs



Subsequent to the completion of the Separation, Victoria's Secret & Co. has
provided technology services and systems to us under a Transition Services
Agreement. During the first quarter of 2022, we decided to accelerate the
separation of our technology systems, which we now expect to be predominantly
completed during 2023. We believe that completing technology separation on this
accelerated basis will enable us to more quickly build additional technology
capabilities to support our long-term growth.

Further, we have incurred additional costs related to our Chief Executive Officer transition, including retention for key talent and other associated expenses. These costs, the previously mentioned investments in IT and increases in wage rates have had a negative impact on our General, Administrative and Store Operating Expenses and rate for the third quarter of and year-to-date 2022, and we expect this trend to continue in the fourth quarter of 2022.

Profit Improvement Initiatives and Organizational Realignment



We are taking rigorous actions to improve profitability, including revisiting
promotions, pricing and product costing to improve merchandise margin. We are
being strategic with our pricing architecture through the balance of the year,
given that our consumers are price sensitive, while continuing to look at
opportunities. We are also working to improve product costing by actively
working with our vendor base and streamlining our operations to combat
inflationary pressures and improve our results.

Additionally, we implemented several expense reduction actions during the third
quarter including optimization of corporate overhead and store selling expenses.
As part of these actions, we simplified and realigned our operating structure in
August 2022 resulting in the elimination of about 130 roles, the majority of
which were leadership positions.

As a result of these initiatives, we realized a benefit of approximately $15
million in the third quarter of 2022, excluding severance and related charges of
approximately $6 million.

COVID-19

The COVID-19 pandemic has created significant public health concerns as well as
economic disruption, uncertainty and volatility. We remain focused on providing
a safe store environment for our customers and associates while delivering an
engaging shopping experience, and in establishing the necessary protocols to
ensure the safe operations of our distribution and fulfillment centers and
corporate offices. As expected, we have experienced channel and product category
shifts as customer mindset and needs have shifted coming out of the pandemic.

We continue to monitor the COVID-19 pandemic and the effects on our operations and financial performance. There remains the potential for future COVID-19-related closures or operating restrictions, which could materially impact our operations and financial performance in future periods.

Adjusted Financial Information from Continuing Operations



In addition to our results provided in accordance with GAAP above and throughout
this Quarterly Report on Form 10-Q, provided below are non-GAAP measurements
which present net income from continuing operations and earnings from continuing
operations per diluted share for the third quarter of and year-to-date 2021 on
an adjusted basis, which remove certain special items recorded in 2021. We
believe that these special items are not indicative of our ongoing operations
due to their size and nature. We use adjusted financial information as key
performance measures of results of operations for the purpose of evaluating
performance internally. These non-GAAP measurements are not intended to replace
the presentation of our financial results in accordance with GAAP. Instead, we
believe that the presentation of adjusted financial information provides
additional information to investors to facilitate the comparison of past and
present operations. Further, our definitions of adjusted financial information
may differ from similarly titled measures used by other companies.

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The table below reconciles the third quarter of and year-to-date 2021 GAAP financial measures to the non-GAAP financial measures:



(in millions, except per share amounts)                                   Third Quarter          Year-to-Date
Reconciliation of Reported Net Income from Continuing Operations to Adjusted Net
Income from Continuing Operations
Reported Net Income from Continuing Operations                       $          177                            $   483
Loss on Extinguishment of Debt (a)                                               89                                195
Tax Benefit of Loss on Extinguishment of Debt                                   (21)                               (47)
Adjusted Net Income from Continuing Operations                       $          245                            $   631

Reconciliation of Reported Earnings from Continuing Operations Per Diluted Share to Adjusted Earnings from Continuing Operations Per Diluted Share Reported Earnings from Continuing Operations Per Diluted Share $

         0.66                            $  1.74
Loss on Extinguishment of Debt (a)                                             0.25                               0.53

Adjusted Earnings from Continuing Operations Per Diluted Share $

    0.92                            $  2.28

________________


(a)In the third and first quarters of 2021, we recognized pre-tax losses of $89
million and $105 million (after-tax losses of $68 million and $80 million),
respectively, due to the early extinguishments of outstanding notes. For
additional information, see Note 8, "Long-term Debt and Borrowing Facilities"
included in Part I, Item 1. Financial Statements.

Company-Operated Store Data

The following table compares Company-operated U.S. store data for the third quarters of and year-to-date 2022 and 2021:



                                                     Third Quarter                                           Year-to-Date
                                      2022             2021             % Change              2022             2021             % Change
Sales per Average Selling Square
Foot                               $   240          $   257                   (7  %)       $   701          $   751                   (7  %)
Sales per Average Store (in
thousands)                         $   660          $   692                   (5  %)       $ 1,920          $ 2,014                   (5  %)
Average Store Size (selling square
feet)                                2,764            2,700                    2  %
Total Selling Square Feet (in
thousands)                           4,646            4,514                 

3 %




The following table represents Company-operated store data for year-to-date
2022:

                         Stores                                          Stores
                    January 29, 2022       Opened      Closed       October 29, 2022
United States            1,651              64         (34)              1,681
Canada                     104               2           -                 106
Total                    1,755              66         (34)              1,787



The following table represents Company-operated store data for year-to-date
2021:
                         Stores                                          Stores
                    January 30, 2021       Opened      Closed       October 30, 2021
United States            1,633              50         (11)              1,672
Canada                     103               -           -                 103
Total                    1,736              50         (11)              1,775


Partner-Operated Store Data

The following table represents partner-operated store data for year-to-date
2022:
                                        Stores                                          Stores
                                   January 29, 2022       Opened      Closed       October 29, 2022
International                             317              59          (3)                373
International - Travel Retail              21               1          (1)                 21
Total International                       338              60          (4)                394


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The following table represents partner-operated store data for year-to-date
2021:

                                         Stores                                          Stores
                                    January 30, 2021       Opened      Closed       October 30, 2021
 International                             270              30          (7)                293
 International - Travel Retail              18               1           -                  19
 Total International                       288              31          (7)                312



Results of Operations

Third Quarter of 2022 Compared to Third Quarter of 2021

Net Sales

The following table provides Net Sales for the third quarter of 2022 in comparison to the third quarter of 2021:



                             2022         2021        % Change
                               (in millions)
Stores - U.S. and Canada   $ 1,178      $ 1,238          (5  %)
Direct - U.S. and Canada       345          369          (6  %)
International (a)               81           74          10  %
Total Net Sales            $ 1,604      $ 1,681          (5  %)


 _______________

(a)Results include royalties associated with franchised stores and wholesale sales.

The following table provides a reconciliation of Net Sales for the third quarter of 2022 to the third quarter of 2021:


                                                                                (in millions)
2021 Net Sales                                                                $        1,681
Comparable Store Sales                                                                   (59)

Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net

                4
Direct Channels                                                                          (24)
International Wholesale, Royalty and Other                                                 7
Foreign Currency Translation                                                              (5)
2022 Net Sales                                                                $        1,604


For the third quarter of 2022, net sales decreased $77 million, to $1.604
billion, compared to the third quarter of 2021. Net sales decreased in the
stores channel by $60 million, or 5%, primarily due to a decrease in both
average dollar sales and transactions. Direct net sales decreased $24 million,
or 6%, partially due to last year's strong results as well as our customers
continuing to select our buy online-pick up in store option (which is recognized
as store net sales). International net sales increased $7 million, or 10%,
primarily due to new stores opened by our partners partially offset by timing
shifts related to product shipments.

Gross Profit
For the third quarter of 2022, our gross profit decreased $161 million to $678
million, and our gross profit rate (expressed as a percentage of net sales)
decreased to 42.2% from 49.9%. Gross profit decreased due to the decline in net
sales and a decline in merchandise margin dollars as a result of a significant
decrease in our merchandise margin rate due to continued inflationary cost
pressures and increased promotional activity. Additionally, occupancy expenses
increased primarily due to higher distribution costs.

The gross profit rate decline was driven by a significant decrease in the merchandise margin rate and buying and occupancy expense deleverage due to lower net sales.



General, Administrative and Store Operating Expenses
For the third quarter of 2022, our general, administrative and store operating
expenses increased $46 million to $476 million, and the rate (expressed as a
percentage of net sales) increased to 29.7% from 25.6%. The general,
administrative and store operating expenses and rate increased primarily due to
our strategic investments in technology in connection with our IT separation and
transformation and our associates.

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Other Income and Expense

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for the third quarters of 2022 and 2021:



                                             2022          2021

Average daily borrowings (in millions) $ 4,915 $ 5,116 Average borrowing rate

                        7.1  %        7.2  %


For the third quarter of 2022, our interest expense decreased $5 million to $86 million due to lower average daily borrowings and a lower average borrowing rate.

Other Income (Loss)

For the third quarter of 2021, our other loss was $91 million, primarily due to the $89 million pre-tax loss associated with the early extinguishment of outstanding notes.



Provision for Income Taxes
For the third quarter of 2022, our effective tax rate was 23.3% compared to
22.0% in the third quarter of 2021. The third quarter of 2022 and 2021 rates
were lower than our combined estimated federal and state statutory rates
primarily due to the resolution of certain tax matters during the periods.

Results of Operations

Year-to-Date 2022 Compared to Year-to-Date 2021



For year-to-date 2022, operating income decreased $406 million to $724 million,
from $1.130 billion year-to-date 2021, and the operating income rate (expressed
as a percentage of sales) decreased to 15.5% from 23.3%. The drivers of the
year-to-date operating income results are discussed in the following sections.

Net Sales



The following table provides Net Sales for year-to-date 2022 in comparison to
year-to-date 2021:

                             2022         2021        % Change
                               (in millions)
Stores - U.S. and Canada   $ 3,398      $ 3,518          (3  %)
Direct - U.S. and Canada     1,030        1,126          (9  %)
International (a)              244          210          16  %
Total Net Sales            $ 4,672      $ 4,854          (4  %)


 _______________

(a)Results include royalties associated with franchised stores and wholesale sales.



The following table provides a reconciliation of Net Sales for year-to-date 2022
to year-to-date 2021:
                                                                                (in millions)
2021 Net Sales                                                                $        4,854
Comparable Store Sales                                                                  (208)

Sales Associated with New, Closed and Non-comparable Remodeled Stores, Net

               95
Direct Channels                                                                          (96)
International Wholesale, Royalty and Other                                                34
Foreign Currency Translation                                                              (7)
2022 Net Sales                                                                $        4,672


For year-to-date 2022, net sales decreased $182 million, to $4.672 billion,
compared to year-to-date 2021. Net sales decreased in the stores channel by $120
million, or 3%, primarily due to a decrease in both average dollar sales and
transactions, partially offset by higher 2022 net sales in Canada due to the
COVID-19-related store closures in 2021. Direct net sales decreased $96 million,
or 9%, due to last year's strong results as well as our customers continuing to
select our buy online-pick up in store option (which is recognized as store net
sales), partially offset by increased net sales in the Canada Direct business
that launched in the third quarter of 2021. International net sales increased by
$34 million, or 16%, primarily due to new stores opened by our partners.

Further, we estimate that year-to-date 2021 total Company net sales benefited by
approximately $50 million related to government stimulus payments, which did not
reoccur in year-to-date 2022.
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Gross Profit



For year-to-date 2022, our gross profit decreased $403 million to $2.006
billion, and our gross profit rate (expressed as a percentage of net sales)
decreased to 42.9% from 49.6%. Gross profit decreased due to the decline in net
sales and a decline in merchandise margin dollars as a result of a significant
decrease in our merchandise margin rate due to continued inflationary cost
pressures and increased promotional activity. Additionally, occupancy expenses
increased as a result of direct channel fulfillment expenses, higher
distribution costs and our investments in store real estate.

The gross profit rate decline was driven by a significant decrease in the merchandise margin rate and buying and occupancy expense deleverage due to lower net sales.

General, Administrative and Store Operating Expenses



For year-to-date 2022, our general, administrative and store operating expenses
increased $3 million to $1.282 billion, and the rate (expressed as a percentage
of net sales) increased to 27.4% from 26.3%. The general, administrative and
store operating expenses and rate increased primarily due to our strategic
investments in technology in connection with our IT separation and
transformation and our associates. These increases were partially offset by
charitable contributions made in the first quarter of 2021, certain legal fees
and other discrete items totaling approximately $20 million that were incurred
in the second quarter of 2021 and lower home office and stores bonus expense in
year-to-date 2022 related to business performance.

Other Income and Expense

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for year-to-date 2022 and 2021:



                                             2022          2021

Average daily borrowings (in millions) $ 4,915 $ 5,577 Average borrowing rate

                        7.1  %        7.2  %


For year-to-date 2022, our interest expense decreased $39 million to $262 million due to lower average daily borrowings and a lower average borrowing rate.

Other Income (Loss)

For year-to-date 2021, our other loss was $196 million, primarily due to $195 million of pre-tax losses associated with the early extinguishments of outstanding notes.

Provision for Income Taxes



For year-to-date 2022, our effective tax rate was 21.9% compared to 23.7%
year-to-date 2021. The year-to-date 2022 rate was lower than our combined
estimated federal and state statutory rate primarily due to the resolution of
certain tax matters during the period. The year-to-date 2021 rate was lower than
our combined federal and state statutory rate primarily due to recognition of
excess tax benefits recorded through the Consolidated Statements of Income on
share-based awards that vested during the period.

FINANCIAL CONDITION

Liquidity and Capital Resources



Liquidity, or access to cash, is an important factor in determining our
financial stability. We are committed to maintaining adequate liquidity. Cash
generated from our operating activities provides the primary resources to
support current operations, growth initiatives, seasonal funding requirements
and capital expenditures. Our cash provided from operations is impacted by our
net income and working capital changes. Our net income is impacted by, among
other things, sales volume, seasonal sales patterns, success of new product
introductions, profit margins, income taxes and inflationary pressures.
Historically, our sales are higher during the fourth quarter of the fiscal year
due to seasonal and holiday-related sales patterns. Generally, our need for
working capital peaks during the summer and fall months as inventory builds in
anticipation of the holiday period. Our cash and cash equivalents held by
foreign subsidiaries were $36 million as of October 29, 2022.

We believe that our current cash position, our cash flow generated from operations and our borrowing capacity under our asset-backed revolving credit facility ("ABL Facility") will be sufficient to meet our liquidity needs, including capital expenditure requirements, for at least the next twelve months.


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Working Capital and Capitalization



The following table provides a summary of our working capital position and
capitalization as of October 29, 2022, January 29, 2022 and October 30, 2021:
                                                          October 29,           January 29,           October 30,
                                                             2022                  2022                  2021
                                                                               (in millions)

Working Capital                                         $        496          $      1,719          $      1,550
Capitalization:
Long-term Debt                                                 4,860                 4,854                 4,852
Shareholders' Equity (Deficit)                                (2,609)               (1,518)               (1,676)
Total Capitalization                                    $      2,251          $      3,336          $      3,176
Amounts Available Under the ABL Facility (a)            $        734

$ 479 $ 734

_______________


(a)As of both October 29, 2022 and October 30, 2021, our borrowing base exceeded
the aggregate commitments and the amount available under the ABL was reduced by
outstanding letters of credit of $16 million. As of January 29, 2022, our
borrowing base was $495 million and we had outstanding letters of credit of $16
million.

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