Brett_Hondow Summary Readers may find my previous coverage via this link. My previous rating was a buy, as I was encouraged by Bath & Body Works (NYSE:BBWI) efforts to turn around the business. Their execution was great, and they were also driving the right product innovations. My buy thesis did well and was well reflected in the share price movement (now at $43 vs. my previous price target of $40.80). I am reiterating my buy rating for BBWI, as I am very positive about the 3Q24 performance and the grow ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ FORM 10-Q _________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8344 _________________________________ BATH & BODY WO ...

Financial Data and Key Metrics Changes - Third quarter net sales were $1.6 billion, a decline of 2.6% year-over-year, but in line with the higher end of expectations, showing a 100 basis points sequential improvement from the second quarter [5][21] - Adjusted diluted earnings per share were $0.48, exceeding guidance of $0.30 to $0.40 per diluted share [20] - Gross profit rate increased by 140 basis points year-over-year, marking the first gross profit rate expansion in nine quarters [23] - Merchandise margin rate improved by 200 basis points year-over-year, driven by deflation benefits and lower product costs [23] Business Line Data and Key Metrics Changes - Sales of soaps and wallflowers increased year-over-year, while body care sales were flat, and candles and sanitizers declined as expected [5][16] - The men's business outperformed, with high single-digit sales growth, and the introduction of men's grooming products received positive customer feedback [6][16] - Halloween event sales increased by 5% compared to the previous year, indicating strong seasonal merchandising performance [6][15] Market Data and Key Metrics Changes - U.S. and Canadian store sales totaled $1.2 billion, a decrease of approximately 1% versus the prior year [21] - International net sales were $77 million, declining 5% year-over-year, although year-to-date international net sales increased by 1% [22] - Direct net sales decreased by 8% compared to last year, with a 5% decrease when adjusted for Buy Online Pickup In Store (BOPIS) [21] Company Strategy and Development Direction - The company is focusing on five key growth drivers: brand elevation through innovation, extending reach through new categories and international growth, deepening customer engagement, enabling a seamless omnichannel experience, and enhancing operational excellence [9][13] - Plans for 2024 include building capabilities to drive profitable growth and a path to positive sales growth in the second half of the year [8][32] - The company aims to achieve a $10 billion sales target and deliver industry-leading operating income margins of 20% over time [13] Management's Comments on Operating Environment and Future Outlook - Management noted that consumer spending remains cautious, impacting basket size and conversion rates, and anticipates continued softer topline trends in the fourth quarter [7][32] - The company is confident in its ability to navigate the macroeconomic pressures and category normalization trends while focusing on strategic initiatives [32] - Management expressed optimism about the early results from strategic initiatives and the potential for growth in the men's line and adjacent categories [32] Other Important Information - The company is on track to deliver approximately $150 million of planned annual cost savings in 2023 [13] - The company repurchased $161 million in senior notes during the quarter, maintaining a disciplined approach to inventory management [24] - The loyalty program has nearly 41 million members, with loyalty sales representing approximately three-quarters of U.S. sales since its national launch [10] Q&A Session Summary Question: Thoughts on post-pandemic candle normalization timeline - Management indicated that while they cannot pinpoint a specific date for normalization, they are innovating in the candle category and maintaining market leadership [36][38] Question: Insights on fourth quarter gross margin expectations - Management expects about $55 million of deflation benefits in the fourth quarter, with merchandise margin rate expected to expand by about 100 basis points [39] Question: Confidence in sales growth in the second half of 2024 - Management is building capabilities and launching products designed to drive customer acquisition and sales growth, with confidence in achieving positive sales growth in the second half of 2024 [42][43] Question: Drivers of free cash flow for next year - Management expects free cash flow to be similar to this year's $675 million to $725 million, with ongoing evaluations for capital allocation [64][65] Question: Comments on adjacency categories like men's haircare and laundry - Management noted that these categories are attracting new customers and expanding the basket size, with significant addressable markets [60][62]

Third Quarter Earnings Supplemental Material Forward-Looking Statements Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 Wecautionthatanyforward-lookingstatements(assuchtermisdefinedinthePrivateSecuritiesLitigationReformActof1995)containedinthispresentationormadebyourcompanyorour management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may diff ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ FORM 10-Q _________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8344 _________________________________ BATH & BODY WORKS ...

Bath & Body Works, Inc. (NYSE:BBWI) Q2 2023 Earnings Conference Call August 23, 2023 9:00 AM ET Company Participants Heather Hollander - Vice President, Investor Relations Gina Boswell - Chief Executive Officer Julie Rosen - President, Retail Eva Boratto - Chief Financial Officer Conference Call Participants Kate McShane - Goldman Sachs Alex Straton - Morgan Stanley Ike Boruchow - Wells Fargo Dana Telsey - the Telsey Group Matthew Boss - JPMorgan Lorraine Hutchinson - Bank of America Adrienne Yih - Barclays ...

Second Quarter Earnings Supplemental Material August 23, 2023 Forward-Looking Statements Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this presentation or made by our company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our fu ...

Financial Performance - In Q1 2023, Net Sales decreased by $54 million, or 4%, to $1.396 billion compared to Q1 2022, with U.S. store sales down 2% and direct channel sales down 12%[57]. - Operating Income fell by $99 million, or 35%, to $181 million, with the Operating Income rate decreasing to 12.9% from 19.3%[57]. - Gross Profit decreased by $73 million to $596 million, with the Gross Profit rate declining to 42.7% from 46.1% due to inflationary pressures and increased expenses[72]. - General, Administrative and Store Operating Expenses increased by $26 million to $415 million, with the rate increasing to 29.7% from 26.8%[73]. - Net cash provided by operating activities in Q1 2023 was $44 million, down from $66 million in Q1 2022, with net income of $81 million[82]. - The company reported net sales of $1,352 million for the first quarter of 2023, with a gross profit of $556 million and net income of $63 million[98]. Cost Management - The company anticipates continued macroeconomic uncertainty and expects modest cost deflation benefits in Q2 2023, partially offset by investments in product formulation and packaging innovation[58]. - The company is targeting $200 million in annual cost savings, expecting to achieve over $100 million in 2023, with increased savings anticipated as the year progresses[59]. Store Operations - The company completed the rollout of Buy Online-Pick Up In Store (BOPIS) capabilities to U.S. stores in Q1 2023[70]. - The company opened 16 new stores and closed 8, resulting in a total of 1,810 stores as of April 29, 2023[64]. - International Net Sales increased by $9 million, or 13%, primarily due to new stores opened by partners[70]. Debt and Financing - The average daily borrowings for Q1 2023 were $4.896 billion, with an average borrowing rate of 7.3%[75]. - Net cash used for financing activities in Q1 2023 was $135 million, significantly lower than $1.306 billion in Q1 2022[84]. - The company repurchased $84 million principal amount of senior notes for an aggregate price of $76 million in Q1 2023, resulting in a pre-tax gain of $7 million[91]. - The company repurchased $50 million principal amount of senior notes for an aggregate price of $46 million between April 29, 2023, and June 2, 2023[93]. - Total long-term debt as of April 29, 2023, was $4.781 billion, a decrease from $4.862 billion as of January 28, 2023[90]. - The estimated fair value of the company's outstanding debt was $4,589 million as of April 29, 2023, compared to a principal value of $4,831 million[105]. Cash and Liquidity - Cash and cash equivalents at the end of Q1 2023 were $1.046 billion, compared to $651 million at the end of Q1 2022[80]. - The company had $607 million available under its asset-backed revolving credit facility as of April 29, 2023[79]. - The Asset-backed Revolving Credit Facility has aggregate commitments of $750 million, with a borrowing base of $623 million as of April 29, 2023, and no outstanding borrowings[93]. - As of April 29, 2023, the company had $607 million available under the ABL Facility after accounting for $16 million in outstanding letters of credit[93]. Tax and Obligations - The effective tax rate for Q1 2023 was 27.7%, up from 19.4% in Q1 2022, primarily due to accrued interest expense related to unrecognized tax benefits[77]. - The company has contingent obligations of $278 million related to lease payments as of April 29, 2023[98]. - The company maintains a fixed charge coverage ratio requirement of 1.00 to 1.00 under the ABL Facility, but was not required to maintain this ratio as of April 29, 2023[93]. Capital Expenditures - Capital expenditures in Q1 2023 totaled $93 million, with plans for $300 million to $350 million in capital expenditures for the full year[83]. Credit Ratings - The company has a stable outlook for its credit ratings, with Moody's rating at Ba2 and S&P rating at BB as of April 29, 2023[94].

Bath & Body Works, Inc. (NYSE:BBWI) Q1 2023 Earnings Conference Call May 18, 2023 9:00 AM ET Company Participants Heather Hollander - Vice President, Investor Relations Gina Boswell - Chief Executive Officer and Director Julie Rosen - President Wendy Arlin - Chief Financial Officer Conference Call Participants Alexandra Straton - Morgan Stanley Simeon Siegel - BMO Capital Markets Lorraine Hutchinson - Bank of America Matthew Boss - JPMorgan Olivia Tong - Raymond James Ike Boruchow - Wells Fargo Mark Alt ...

Part I [Business Overview](index=3&type=section&id=Item%201.%20Business) Bath & Body Works, Inc. is a global leader in personal care and home fragrance, operating under brands like Bath & Body Works and White Barn, with 1,802 company-owned stores in the U.S. and Canada and 427 partner-operated stores internationally as of January 2023 [Company Profile and Competitive Strengths](index=3&type=section&id=Company%20Profile%20and%20Competitive%20Strengths) The company, a standalone entity since the 2021 Victoria's Secret spin-off, is a leading personal care and home fragrance retailer with 1,802 company-owned stores and strong competitive advantages in brand, innovation, and supply chain - Bath & Body Works is a segment leader focused on home fragrance, body care, and soaps, operating under the Bath & Body Works and White Barn brands, with a strategy to be an affordable luxury brand at various price points[9](index=9&type=chunk)[12](index=12&type=chunk) - As of January 28, 2023, the company operated **1,802 company-owned stores** in the U.S. and Canada, and **427 partner-operated stores** in over 45 other countries[9](index=9&type=chunk) - On August 2, 2021, the company completed the spin-off of its Victoria's Secret business, becoming a standalone company focused on the Bath & Body Works brand[9](index=9&type=chunk) - Competitive strengths include a leading brand, a unique in-store and digital experience, rapid product development capabilities, and a predominantly domestic, vertically integrated supply chain centered around Beauty Park in Ohio[12](index=12&type=chunk)[13](index=13&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) [Growth Strategies](index=4&type=section&id=Growth%20Strategies) Key growth strategies include expanding the loyalty program, optimizing product offerings, growing international presence through partnerships, and enhancing omnichannel capabilities like BOPIS - The company aims to expand its customer base and spending through its loyalty program, which launched nationwide in August 2022 and has over **33 million members**, with loyalty sales representing approximately **two-thirds of U.S. sales** since launch[19](index=19&type=chunk) - Product offerings are optimized through innovation in existing categories and expansion into adjacent lines like Men's (the fastest-growing category in 2022) and Wellness, alongside a focus on sustainable packaging and cleaner formulations[22](index=22&type=chunk) - International business expansion, which was approximately **4% of Net Sales in 2022**, includes partners opening **89 net new stores in 2022** and planning **50-80 more in 2023**, with international e-commerce sites increasing from 27 to 31[23](index=23&type=chunk) - Omnichannel capabilities are advanced by rolling out Buy-Online-Pickup-In-Store (BOPIS) to over **1,300 stores** and opening a new **1.1 million sq. ft. company-operated direct channel fulfillment center**[24](index=24&type=chunk) [Real Estate and Store Portfolio](index=6&type=section&id=Real%20Estate%20and%20Store%20Portfolio) The company operates 1,802 stores, with a 2022 net increase of 47 stores, and is strategically shifting towards off-mall locations for future growth Company-Operated Store Count (as of Jan 28, 2023) | Region | Store Count | | :--- | :--- | | United States | 1,693 | | Canada | 109 | | **Total** | **1,802** | - In 2022, the company opened **95 new stores** and closed **48**, resulting in a net increase of **47 company-operated stores** and **5% square footage growth**[27](index=27&type=chunk) - The real estate strategy focuses on off-mall expansion, with plans for approximately **90 new off-mall stores** and **25 remodels** in 2023, offset by **50 mall closures**, expecting **4% square footage growth**[27](index=27&type=chunk) [Human Capital Management](index=8&type=section&id=Human%20Capital%20Management) The company employs approximately 57,200 associates, predominantly female, and prioritizes Diversity, Equity, and Inclusion initiatives - As of January 28, 2023, the company employed approximately **57,200 associates**, with **94% working in stores**[40](index=40&type=chunk) - The workforce is predominantly female, with women comprising **88% of the total associate population** and approximately **55% of director-level and above positions** as of December 31, 2022[40](index=40&type=chunk) - The company emphasizes Diversity, Equity, and Inclusion (DEI) through various initiatives, including eight Inclusion Resource Groups, and has been recognized as a "Best Place to Work for LGBTQIA+ Equality" by the Human Rights Campaign[41](index=41&type=chunk)[42](index=42&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces a wide range of risks, including macroeconomic pressures like inflation and reduced consumer spending, the high seasonality of its business, operational risks from IT systems separation, supply chain disruptions, and reliance on key vendors - Business performance is sensitive to general economic conditions, inflation, and consumer spending patterns, with the fourth quarter holiday season being critical for sales and profitability due to high seasonality[56](index=56&type=chunk)[57](index=57&type=chunk) - Significant risk is associated with the dependence on Victoria's Secret & Co. for transitional IT services and the potential for costs to exceed expectations during the separation and migration to new systems[61](index=61&type=chunk) - The company faces risks from its global supply chain, including political instability, pandemics, tariffs, and shipping disruptions, with a specific risk from the U.S. Uyghur Forced Labor Prevention Act (UFLPA) potentially impacting imports from China[83](index=83&type=chunk)[84](index=84&type=chunk) - Evolving data privacy laws, such as the CCPA in California and GDPR in Europe, pose significant compliance risks and potential for fines and litigation[102](index=102&type=chunk)[103](index=103&type=chunk) - The company relies on a limited number of vendors, with the largest supplier accounting for **13% of merchandise purchases** and the top five accounting for **38% in 2022**[86](index=86&type=chunk) [Properties](index=26&type=section&id=Item%202.%20Properties) The company owns approximately 3.9 million square feet of office and distribution facilities in the Columbus, Ohio area and leases an additional 1.1 million square foot direct channel fulfillment center nearby, while also leasing all of its 1,802 company-operated retail stores in the U.S. and Canada Company-Operated Facilities (as of Jan 28, 2023) | Location | Use | Square Footage (sq. ft.) | | :--- | :--- | :--- | | Ohio area | Office, distribution, fulfillment, and shipping centers | 4,951,000 | | Other North America | Office and product development/design | 69,000 | - As of January 28, 2023, the company operated **1,693 retail stores in the U.S.** and **109 in Canada**, all in leased facilities, with U.S. leases typically having an initial term of **10 years**[108](index=108&type=chunk) - The company utilizes six permanent third-party operated direct channel fulfillment centers (**3.2 million sq. ft.**) and six third-party regional distribution centers (**1.1 million sq. ft.**) in North America[110](index=110&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various lawsuits arising from the ordinary course of business, including three putative class-action lawsuits related to the Fair and Accurate Credit Transactions Act (FACTA), which management believes will not have a material adverse effect - The company is a defendant in three putative class action lawsuits (Smidga, Dahlin, and Blanco) alleging violations of the Fair and Accurate Credit Transactions Act (FACTA)[113](index=113&type=chunk) - Management believes current legal proceedings are not expected to have a material adverse effect on the company's results of operations, financial condition, or cash flows[112](index=112&type=chunk)[113](index=113&type=chunk) Part II [Market for Common Equity and Shareholder Matters](index=28&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE under the symbol 'BBWI', paid a quarterly dividend of $0.20 per share in fiscal 2022, and had minimal share repurchase activity in Q4 2022 related to tax payments on vested employee stock awards - The company's common stock is traded on the New York Stock Exchange (NYSE) under the symbol **BBWI**[116](index=116&type=chunk) - A quarterly dividend of **$0.20 per share** was paid in each quarter of 2022[117](index=117&type=chunk) Common Stock Repurchases (Q4 2022) | Fiscal Period | Total Shares Purchased (thousands) | Average Price Paid per Share | | :--- | :--- | :--- | | November 2022 | 5 | $33.07 | | December 2022 | 7 | $41.27 | | January 2023 | 2 | $43.72 | | **Total** | **14** | - | [Management's Discussion and Analysis (MD&A)](index=29&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal 2022, Net Sales decreased 4% to $7.56 billion, and Operating Income fell 32% to $1.38 billion, driven by lower sales, inflationary cost pressures, and increased promotions, while the company launched a nationwide loyalty program and initiated a profit optimization plan targeting $200 million in annual savings [Executive Overview and Outlook](index=29&type=section&id=Executive%20Overview%20and%20Outlook) Fiscal 2022 marked the first full year as a standalone entity, with a focus on profit optimization targeting $200 million in savings and an outlook of continued macroeconomic uncertainty for 2023 - Fiscal 2022 was the first full year as a standalone company, with key actions including leveraging the supply chain, launching a nationwide loyalty program, and initiating profit optimization efforts[122](index=122&type=chunk)[124](index=124&type=chunk) - The company is targeting **$200 million in eventual annual cost savings** from its profit optimization program, with over half expected to be realized in 2023[127](index=127&type=chunk) - The 2023 outlook anticipates ongoing macroeconomic uncertainty and customer price sensitivity, with sales trends from Q4 2022 expected to continue in the first half of the year before moderately improving[126](index=126&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) In fiscal 2022, Net Sales decreased by 4.1% to $7.56 billion, and Operating Income fell by 31.5% to $1.38 billion, primarily due to inflationary costs and increased promotions Full Year 2022 vs. 2021 Financial Performance (in millions) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $7,560 | $7,882 | (4.1%) | | Gross Profit | $3,255 | $3,855 | (15.6%) | | Operating Income | $1,376 | $2,009 | (31.5%) | | Net Income from Cont. Ops. | $794 | $1,075 | (26.1%) | - The decrease in 2022 Gross Profit was driven by a lower merchandise margin rate due to inflationary cost pressures (estimated **$225 million**), increased promotions, and lower sales volume[141](index=141&type=chunk) Q4 2022 vs. Q4 2021 Financial Performance (in millions) | Metric | Q4 2022 | Q4 2021 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $2,889 | $3,027 | (4.6%) | | Gross Profit | $1,250 | $1,446 | (13.6%) | | Operating Income | $653 | $879 | (25.7%) | [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Operating cash flow decreased to $1.14 billion in 2022, while the debt leverage ratio increased to 3.1, with significant capital allocated to share repurchases and dividends - Net cash provided by operating activities decreased to **$1.144 billion in 2022** from **$1.492 billion in 2021**[164](index=164&type=chunk)[165](index=165&type=chunk) - The company's debt leverage ratio (Adjusted Debt / Adjusted EBITDAR) increased to **3.1 in 2022** from **2.3 in 2021**[160](index=160&type=chunk) - In 2022, the company used **$1.562 billion for financing activities**, including **$1.312 billion for share repurchases** and **$186 million for dividend payments**[167](index=167&type=chunk) - As of January 28, 2023, the company had total long-term debt of **$4.862 billion** and **$509 million available** under its ABL Facility[159](index=159&type=chunk)[178](index=178&type=chunk) [Critical Accounting Policies and Estimates](index=42&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve significant judgment in areas such as inventory valuation, long-lived assets, contingencies, income taxes, and loyalty program revenue recognition - Management identifies key critical accounting policies and estimates that require significant judgment, including inventories, valuation of long-lived assets, claims and contingencies, income taxes, and revenue recognition[190](index=190&type=chunk) - For revenue recognition, the company defers revenue for its loyalty program based on the relative stand-alone selling price method, which includes an estimate for points and awards not expected to be redeemed[196](index=196&type=chunk)[197](index=197&type=chunk) - Inventory valuation adjustments are recorded if cost exceeds net realizable value, and a **10% change** in this adjustment would have impacted 2022 net income by approximately **$2 million**[191](index=191&type=chunk) [Financial Statements and Supplementary Data](index=47&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the audited consolidated financial statements for fiscal years 2022, 2021, and 2020, showing a decline in revenue and profitability in 2022, with the balance sheet reflecting a shareholders' deficit primarily due to share repurchases, and the auditor's report highlighting loyalty program deferred revenue as a critical audit matter Consolidated Statement of Income Highlights (in millions) | Metric | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Net Sales | $7,560 | $7,882 | $6,434 | | Gross Profit | $3,255 | $3,855 | $3,096 | | Operating Income | $1,376 | $2,009 | $1,604 | | Net Income from Cont. Ops. | $794 | $1,075 | $865 | | Diluted EPS from Cont. Ops. | $3.40 | $3.94 | $3.07 | Consolidated Balance Sheet Highlights (in millions) | Metric | Jan 28, 2023 | Jan 29, 2022 | | :--- | :--- | :--- | | Total Current Assets | $2,266 | $3,009 | | Total Assets | $5,494 | $6,026 | | Long-term Debt | $4,862 | $4,854 | | Total Liabilities | $7,699 | $7,543 | | Total Shareholders' Equity (Deficit) | $(2,206) | $(1,518) | Consolidated Statement of Cash Flows Highlights (in millions) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $1,144 | $1,492 | | Net Cash for Investing Activities | $(328) | $(259) | | Net Cash for Financing Activities | $(1,562) | $(3,188) | | Net (Decrease) in Cash | $(747) | $(1,954) | - The auditor's report from Ernst & Young LLP identified the estimation of deferred revenue for the new loyalty program as a Critical Audit Matter due to the complexity and management judgment involved in the assumptions[218](index=218&type=chunk)[219](index=219&type=chunk) [Controls and Procedures](index=74&type=section&id=Item%209A.%20Controls%20and%20Procedures) Based on an evaluation as of January 28, 2023, the company's management, including the CEO and CFO, concluded that its disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during Q4 2022 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of January 28, 2023[323](index=323&type=chunk) - No changes in internal control over financial reporting occurred in the fourth quarter of 2022 that materially affected, or are reasonably likely to materially affect, internal controls[323](index=323&type=chunk) Part III [Directors, Executive Compensation, and Corporate Governance](index=75&type=section&id=Items%2010%2C%2011%2C%2012%2C%2013%2C%20and%2014) Information required for Items 10 through 14, covering directors, executive officers, corporate governance, executive compensation, security ownership, certain relationships, related transactions, director independence, and principal accountant fees, is incorporated by reference from the company's Proxy Statement for its 2023 Annual Meeting of Stockholders - Information regarding Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Principal Accountant Fees and Services is incorporated by reference from the Registrant's 2023 Proxy Statement[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk)[329](index=329&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=76&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements filed as part of the report under Item 8, notes the omission of financial statement schedules as not applicable or material, and provides a comprehensive list of all exhibits filed with the 10-K, including governance documents, debt indentures, material contracts, and various certifications - This section contains a list of all financial statements, schedules, and exhibits filed with the Form 10-K[330](index=330&type=chunk) - Key exhibits include the Amended and Restated Certificate of Incorporation, various debt indentures, executive compensation plans and agreements, and agreements related to the Separation from Victoria's Secret & Co., such as Transition Services Agreements and the Tax Matters Agreement[333](index=333&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk)