Victoria’s Secret & Co. Plans $125 Million Accelerated Share Repurchase Program

Victoria’s Secret & Co. Plans 5 Million Accelerated Share Repurchase Program

REYNOLDSBURG, Ohio, Jan. 31, 2023 (GLOBE NEWSWIRE) — Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) announced today that it plans to enter into an accelerated share repurchase agreement (” ASR”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase $125 million of the Company’s common stock.

Under the terms of the ASR, the Company will make an initial payment of $125 million to Goldman Sachs and will receive an initial delivery of approximately 2.5 million shares of the Company’s common stock on February 3, 2023. The final number of shares to be repurchased will be based on the volume weighted average price of the Company’s common shares over the life of the OSR, less a discount, and will be subject to adjustment under the terms of the OSR. The final settlement of the ASR is expected to be completed in the second quarter of 2023. The proposed ASR is part of a broader stock repurchase program announced on January 11, 2023 (“January 2023 Stock Repurchase Program”) and up to $250 million repurchase of the Company’s common stock. Shares purchased under the January 2023 share repurchase program are available for fulfillment of stock compensation plan obligations and for general corporate purposes.

Concurrent with the announcement of planned ASR, the Company is increasing its guidance for revenue, operating income and earnings per share for the fourth quarter of 2022. Operating income is now expected to be in the range of $265 million to $275 million, or approximately 13% to 14% of revenue and above the previously communicated target range of $245 million to $265 million. The Company now expects fourth quarter 2022 net income to be in the range of $2.25 to $2.35 per diluted share, up from the previously communicated target range of $2.05 to $2.25. dollars per diluted share. Consistent with this level of profitability, the company expects net sales to decline in the range of 7% to 8%, or better than the previous guidance of a high-single-digit decline, compared to last year’s fourth quarter net sales of $2.175 billion. All updated fourth quarter 2022 guidance excludes the financial impact of the recent acquisition of AdoreMe, Inc. (“Adore Me”) as well as transaction costs and accounting related to this transaction.

CEO Martin Waters commented, “Our teams executed our strategies very well during the holiday quarter despite a challenging economic environment for our client. Our sales performance was at the better end of our guidance with margins solidly in line with our expectations despite our reaction to a very supportive environment during the holiday season. With careful focus we have achieved this result and will end the year with inventory levels in the low double digits including modal mix shifts and expect a cost result at the better end of our range. Our teams clearly control what we can control and I am proud of their efforts during these difficult times.”

Martin continued, “As we move into the new year, we recognize that the economic environment is less than ideal and may result in 2023 results looking similar to the year we just completed. However, we are developing and innovating our business and have organic growth strategies and new customer experiences well identified and ready to hit the market in 2023. We have a recently acquired business in Adore Me with double digit growth plans and technology that we plan to leverage across our core Victoria’s Secret and Victoria’s Secret PINK brands. We have an international business also growing at double digits with partnering plans for new stores and new countries planned over the next two years. And most importantly, we are leaders in the lingerie category and are positioned for future growth, both at our core and with Adore Me now in the family. I couldn’t be prouder of this team and what we have achieved together in unprecedented times over the past 18 months, and I firmly believe we are well positioned for many more years to come.”

About Victoria’s Secret & Co.

Victoria’s Secret & Co. (NYSE: VSCO) is a Fortune 500 specialty retailer of contemporary, fashion-inspired collections, including signature bras, briefs, lingerie, relaxed nightwear, athleisure and swim, as well as award-winning prestige fragrance and body care. VS&Co consists of market-leading brands Victoria’s Secret and Victoria’s Secret PINK, who share a common goal to inspire and uplift our consumers at every stage of life, and Adore Me, a tech-enabled, digitally-focused, innovative lingerie brand for women of all sizes and budgets in all phases of life. We are committed to empowering our more than 30,000 associates across a global footprint of approximately 1,350 retail stores in approximately 70 countries. We provide our customers with products and experiences that make them feel good inside and out while driving positive change through the power of our products, platform and advocacy.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

We caution you that all forward-looking statements (as defined in the US Private Securities Litigation Reform Act of 1995) contained in this press release or made by us, our management or our spokespersons involve risks and uncertainties and are subject to change based on on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements include, among other things, statements about our future results of operations, the implementation and impact of our strategic plans, and our ability to achieve environmental, social and governance goals. Words like “estimate”, “commit”, “aim”, “goal”, “project”, “plan”, “believe”, “aim”, “aim”, “expect”, “anticipate”, “intend” Potential” and similar expressions may identify forward-looking statements. Risks related to, among others, the following factors could adversely affect our financial performance and could cause actual results to differ materially from those expressed or implied by any forward-looking statements:

the spin-off of Bath & Body Works, Inc. (f/k/a L Brands, Inc.) may not be tax-exempt for US federal income tax purposes; we may not realize all of the anticipated benefits of the demerger; general economic conditions, inflation, consumer confidence, consumer behavior and market disruptions, including pandemics or significant public health threats, severe weather, natural disasters, terrorist activities, financial crises, political crises or other significant events or the prospect of such events ;the global novel coronavirus (COVID-19) pandemic has had and may continue to have an adverse impact on our business and results of operations;difficulties arising from changes in senior management or other key positions;developing our ability to attract qualified personnel and to retain employees and manage work-related costs; our dependence on shopping center traffic and the availability of suitable business locations on reasonable terms; our ability to successfully operate and expand internationally and risks associated therewith; our independent franchise, licensing, wholesale and joint venture partners; our direct selling business; our ability to protect our reputation and brand image; our ability to attract customers through marketing, advertising and promotional programs; the highly competitive nature of the retail industry and the segments in which we operate; consumer acceptance of our products and our ability to manage the life cycle of our brands, keep up with fashion trends, develop new goods and successfully launch new product lines; our ability to understand the potential benefits and synergies sought from the acquisition of AdoreMe, Inc.; our ability to source, distribute and sell goods and materials worldwide, including risks related to: political instability, environmental hazards or natural disasters; significant health threats or pandemics; legal and regulatory matters; delays or disruptions in shipping and transportation and related pricing implications; anddisruption due to labor disputes; our geographic concentration of vendors and distribution facilities in Central Ohio and Southeast Asia; the ability of our suppliers to deliver products on time, meet quality standards and comply with applicable laws and regulations; fluctuations in freight, product usage and energy costs, including those caused by inflation; our ability and that of our third parties to implement and maintain information technology systems and to protect related data and system availability; our ability to maintain the security of customer, employee, third party and company information; stock price volatility; shareholder activism matters; our ability to maintain our credit rating; our ability to comply with regulatory requirements; and legal, tax, commercial and other regulatory matters.

Except as required by law, we assume no obligation and do not intend to publicly release any updates or other revisions to the forward-looking statements contained in this press release to reflect circumstances after the date of this press release or to reflect the occurrence of future events, even if Experience or future events indicate that the anticipated results, expressed or implied by these forward-looking statements, will not occur. For more information on these and other factors, see “Item 1A. Risk Factors” in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 18, 2022 and December 2, 2022, respectively.

For more information please contact:

Victoria’s Secret & Co.: Investor Relations:Media Relations:Kevin WynkBrooke [email protected] [email protected]

Source: VS Service Company, LLC

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