Financial Analysis

Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance, regulatory and other matters arising in the ordinary course of business. Actions filed against the Company from time to time may include commercial, tort, intellectual property, tax, customer, employment, wage and hour, data privacy, securities, anti-corruption 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 Companys results of operations, financial condition or cash flows. Lease Guarantees In connection with the spin-off of Victorias Secret & Co., the Company had remaining contingent obligations of $215 million as of January 31, 2026 related to lease payments under the current terms of noncancelable leases, primarily related to office space, expiring at various dates through 2037. These obligations include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the spin-off. The Companys reserves related to these obligations were not significant for any period presented. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides a disaggregation of Net Sales for 2025, 2024 and 2023: 2025 2024 2023 (in millions) Stores - U.S. and Canada (a) $ 5,582 $ 5,534 $ 5,507 Direct - U.S. and Canada 1,395 1,474 1,582 International (b) 314 299 340 Total Net Sales $ 7,291 $ 7,307 $ 7,429 _______________ (a) Results include fulfilled buy online pick up in store orders. (b) Results include royalties associated with franchised stores and wholesale sales.

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Share-based Compensation Plan Summary In 2020, the Companys stockholders approved the 2020 Stock Option and Performance Incentive Plan (2020 Plan). The 2020 Plan replaced the 2015 Stock Option and Performance Incentive Plan (together with the 2020 Plan, the Plans). The Plans provide for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock, performance share units and unrestricted shares. Historically, the Company granted stock options at a price equal to the fair market value of the stock on the date of grant. Stock options have a maximum term of 10 years. Stock options and restricted stock units generally vest over three -to-five-years. Performance share units generally cliff vest at the end of a three-year performance period based upon the Companys achievement of pre-established goals over the performance period. Under the Plans, 206 million options, restricted and unrestricted shares have been authorized to be granted to associates and directors. There were 10 million shares of common stock available for future issuance under the Plans as of January 31, 2026. Income Statement Impacts The following table provides Share-based Compensation Expense included in the Consolidated Statements of Income for 2025, 2024 and 2023: 2025 2024 2023 (in millions) Costs of Goods Sold, Buying and Occupancy $ 9 $ 11 $ 13 General, Administrative and Store Operating Expenses 22 29 30 Total Share-based Compensation …

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Fair Value Measurements The following table provides a summary of the principal value and estimated fair value of the Companys outstanding debt as of January 31, 2026 and February 1, 2025: January 31, 2026 February 1, 2025 (in millions) Principal Value $ 3,916 $ 3,916 Fair Value, Estimated (a) 3,964 3,986 ________________ (a) The estimated fair value of the Companys debt is based on reported transaction prices, which are considered Level 2 inputs in accordance with ASC 820. 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 the Companys Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values as of January 31, 2026 because of their short maturities. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Intangible Assets Goodwill The Companys Goodwill was $628 million as of January 31, 2026 and February 1, 2025. The Company performed its qualitative goodwill impairment assessments as of January 31, 2026 and February 1, 2025 and determined that it was not more likely than not that fair value was less than carrying value (including goodwill) as of both dates. Trade Name The Companys Trade Name was $165 million as of January 31, 2026 and February 1, 2025. The Company performed its impairment assessments of the Trade Name as of January 31, 2026 and February 1, 2025, utilizing the relief from royalty method under the income approach, and determined that its fair value was greater than its carrying value as of both dates. …

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Income Taxes Current income tax expense represents the amounts expected to be reported on the Companys income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized. The following table provides the components of the Companys Income Before Income Taxes for 2025, 2024 and 2023: 2025 2024 2023 (in millions) U.S. $ 817 $ 962 $ 937 Non-U.S. 65 66 84 Income Before Income Taxes $ 882 $ 1,028 $ 1,021 The following table provides the components of the Companys Provision for Income Taxes for 2025, 2024 and 2023: 2025 2024 2023 (in millions) Current: U.S. Federal $ 127 $ 281 $ 214 U.S. State 35 54 49 Non-U.S. 8 8 7 Total 170 343 270 Deferred: U.S. Federal 41 (121) (19) U.S. State 2 (6) (2) Non-U.S. 20 14 (106) Total 63 (113) (127) Provision for Income Taxes $ 233 $ 230 $ 143 The following table provides the reconciliation between the statutory federal income tax rate and the effective tax rate for 2025: 2025 (in millions) % Provision for Income Taxes at U.S. Federal Statutory Tax Rate $ 185 21.0 % State and Local Income Taxes, Net of Federal Income Tax Effect (a) 34 3. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The following table provides the components of lease cost for operating leases for 2025, 2024 and 2023: 2025 2024 2023 (in millions) Operating Lease Costs $ 280 $ 267 $ 254 Variable Lease Costs 108 108 107 Short-term Lease Costs 49 43 41 Total Lease Cost $ 437 $ 418 $ 402 The following table provides future maturities of operating lease liabilities as of January 31, 2026: Fiscal Year (in millions) 2026 $ 250 2027 228 2028 191 2029 158 2030 126 Thereafter 317 Total Lease Payments 1,270 Less: Interest (208) Present Value of Operating Lease Liabilities $ 1,062 The Company accounts for all fixed consideration in a lease as a single lease component. Therefore, the payments used to measure the lease liability include fixed minimum rentals along with fixed operating costs such as common area maintenance and utilities. As of January 31, 2026, the Company had additional operating lease commitments that have not yet commenced of $43 million. The following table provides the weighted-average remaining lease term and discount rate for operating lease liabilities as of January 31, 2026 and February 1, 2025: January 31, 2026 February 1, 2025 Weighted-average Remaining Lease Term (years) 6.2 6.1 Weighted-average Discount Rate 5.7 % 5.8 % The following table provides supplemental cash flow information related to the Companys operating leases for 2025, 2024 and 2023: 2025 2024 2023 (in millions) Cash paid for Operating Lease Liabilities (a) $ 287 $ 279 $ 280 Lease Assets obtained as a …

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Long-term Debt and Borrowing Facility The following table provides the Companys outstanding debt balances, net of unamortized debt issuance costs and discounts, as of January 31, 2026 and February 1, 2025: January 31, 2026 February 1, 2025 (in millions) Senior Debt with Subsidiary Guarantee $284 million, 6.694% Fixed Interest Rate Notes due January 2027 (2027 Notes) $ 280 $ 277 $444 million, 5.250% Fixed Interest Rate Notes due February 2028 (2028 Notes) 444 443 $482 million, 7.500% Fixed Interest Rate Notes due June 2029 (2029 Notes) 477 476 $844 million, 6.625% Fixed Interest Rate Notes due October 2030 (2030 Notes) 839 838 $802 million, 6.875% Fixed Interest Rate Notes due November 2035 (2035 Notes) 797 796 $575 million, 6.750% Fixed Interest Rate Notes due July 2036 (2036 Notes) 571 571 Total Senior Debt with Subsidiary Guarantee 3,408 3,401 Senior Debt $284 million, 6.950% Fixed Interest Rate Debentures due March 2033 (2033 Notes) 284 283 $201 million, 7.600% Fixed Interest Rate Notes due July 2037 (2037 Notes) 200 200 Total Senior Debt 484 483 Total Debt 3,892 3,884 Current Debt (280) Total Long-term Debt, Net of Current Portion $ 3,612 $ 3,884 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) 2026 $ 284 2027 2028 444 2029 482 2030 844 Thereafter 1,862 Cash paid for interest was $263 million in 2025, $289 million in 2024 and $346 million in 2023. Repurchases …

LongTermDebtTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company adopted this standard prospectively in the fourth quarter of 2025. Refer to Note 9 for the required disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires disclosures of disaggregated information about certain prescribed expense categories within relevant income statement expense captions. This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact of adopting this standard on its disclosures. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software , which is intended to modernize the accounting for software costs by removing project stages from capitalization …

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Revenue Recognition Accounts receivable, net from revenue-generating activities were $66 million as of January 31, 2026 and $81 million as of February 1, 2025. These accounts receivable primarily relate to amounts due from the Companys franchise, license and wholesale partners. Under these arrangements, payment terms are typically 45 to 75 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 points and rewards, and direct channel shipments not received by the customer, which are all impacted by seasonal and holiday-related sales patterns. Deferred revenue, which is recorded within Accrued Expenses and Other on the Consolidated Balance Sheets, was $223 million as of January 31, 2026 and $197 million as of February 1, 2025. The Company recognized $125 million as revenue in 2025 from amounts recorded as deferred revenue at the beginning of the Companys fiscal year. The following table provides a disaggregation of Net Sales for 2025, 2024 and 2023: 2025 2024 2023 (in millions) Stores - U.S. and Canada (a) $ 5,582 $ 5,534 $ 5,507 Direct - U.S. and Canada 1,395 1,474 1,582 International (b) 314 299 340 Total Net Sales $ 7,291 $ 7,307 $ 7,429 _______________ (a) Results include fulfilled buy online pick up in store orders. (b) Results include royalties associated with franchised stores and wholesale sales. The Companys Net Sales outside of the U.S. …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Reporting The Company is managed at the consolidated level and therefore operates and reports as a single segment. The Companys Chief Executive Officer is its Chief Operating Decision Maker (CODM), and the measure of profitability included in the financial information regularly provided to the CODM is total Company Adjusted Operating Income, or Operating Income in periods where there are no adjustments. The Companys CODM assesses Adjusted Operating Income performance in comparison to forecasts and historical results to make decisions on the reinvestment of profits into the business and capital allocation strategies. The following table illustrates significant segment expenses that were regularly provided to the CODM in 2025, 2024, and 2023: 2025 2024 2023 (in millions) Net Sales $ 7,291 $ 7,307 $ 7,429 Adjusted Costs of Goods Sold (2,930) (2,880) (2,970) Buying and Occupancy (1,171) (1,193) (1,223) Selling Expenses (1,238) (1,191) (1,177) Marketing Expenses (255) (242) (189) Adjusted General and Administrative Expenses (541) (535) (585) Adjusted Operating Income 1,156 1,266 1,285 Business Transformation Activities (a) (15) Leadership Transition Costs (b) (15) Reported Operating Income $ 1,126 $ 1,266 $ 1,285 ________________ (a) In 2025, the Company recognized aggregate pre-tax costs of $15 million, resulting from business transformation activities, and primarily related to severance benefits, in connection with the Consumer First Formula, of which $1 million and $14 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Shareholders Equity (Deficit) Common Stock Repurchases and Retirements Under the authority of the Companys Board, the Company repurchased shares of its common stock under the following repurchase programs during 2025 and 2024: Repurchase Program Amount Authorized Shares Repurchased Amount Repurchased Average Stock Price 2025 2024 2025 2024 2025 2024 (in millions) (in thousands) (in millions) February 2022 $ 1,500 NA 842 NA $ 39 NA $ 46.08 January 2024 500 460 9,583 $ 17 361 $ 37.67 37.70 January 2025 500 14,612 NA 383 NA 26.19 NA Total 15,072 10,425 $ 400 $ 400 There were share repurchases of $1 million reflected in Accounts Payable on the Consolidated Balance Sheet as of February 1, 2025. On February 27, 2025, the Company cancelled the remaining $121 million authorization available under the January 2024 Program and began repurchasing shares under the January 2025 Program. The January 2025 Program had $117 million and $500 million of remaining authority as of January 31, 2026 and February 1, 2025, respectively. There were no share repurchases reflected in Accounts Payable on the Consolidated Balance Sheet as of January 31, 2026. Shares repurchased under these programs are retired and cancelled upon repurchase. As a result, the Company retired the 15.072 million and 10.425 million shares repurchased during 2025 and 2024, respectively. Dividends The Company paid the following dividends during 2025, 2024 and 2023: Ordinary Dividends Total Paid (per share) (in millions) 2025 Fir …

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Subsequent Events Subsequent to January 31, 2026, the Company received cash proceeds of $88 million, net of legal fees, related to the favorable settlement of payment card interchange fee litigation. Subsequent to January 31, 2026, the Company issued notice of redemption for any and all outstanding of its 6.694% Senior Notes due January 2027. The Company expects the aggregate redemption price to be approximately $289 million, and to recognize a pre-tax loss of approximately $9 million in the first quarter of fiscal 2026 as a result of this redemption. Subsequent to January 31, 2026, the Company recognized a tax benefit of $62 million, due to the resolution of certain tax matters.

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Commitments and Contingencies The Company is subject to various claims and contingencies related to lawsuits, taxes, insurance, regulatory and other matters arising in the ordinary course of business. Actions filed against the Company from time to time may include commercial, tort, intellectual property, tax, customer, employment, wage and hour, data privacy, securities, anti-corruption 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 Companys results of operations, financial condition or cash flows. Lease Guarantees In connection with the spin-off of Victorias Secret & Co., the Company had remaining contingent obligations of $220 million as of November 1, 2025 related to lease payments under the current terms of noncancelable leases, primarily related to office space, expiring at various dates through 2037. These obligations include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the spin-off. The Companys reserves related to these obligations were not significant for any period presented. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides a disaggregation of Net Sales for the third quarters of and year-to-date 2025 and 2024: Third Quarter Year-to-Date 2025 2024 2025 2024 (in millions) Stores - U.S. and Canada (a) $ 1,222 $ 1,220 $ 3,529 $ 3,425 Direct - U.S. and Canada 299 321 815 879 International (b) 73 69 223 216 Total Net Sales $ 1,594 $ 1,610 $ 4,567 $ 4,520 _______________ (a) Results include fulfilled buy online pick up in store orders. (b) Results include royalties associated with franchised stores and wholesale sales.

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Fair Value Measurements Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of less than 90 days. The Companys 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 the Companys outstanding debt as of November 1, 2025, February 1, 2025 and November 2, 2024: November 1, 2025 February 1, 2025 November 2, 2024 (in millions) Principal Value $ 3,916 $ 3,916 $ 4,230 Fair Value, Estimated (a) 4,037 3,986 4,273 _______________ (a) The estimated fair value of the Companys debt is based on reported transaction prices, which are considered Level 2 inputs in accordance with Accounting Standards Codification 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 the Companys Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values as of November 1, 2025 because of their short maturities. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes The provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events. For the third quarter of 2025, the Companys effective tax rate was 25.3% compared to 26.7% in the third quarter of 2024. The 2025 third quarter rate was consistent with the Companys combined estimated federal and state statutory rates. The 2024 third quarter rate was higher than the Companys combined estimated federal and state statutory rates primarily due to accrued interest expense related to unrecognized tax benefits. For year-to-date 2025, the Companys effective tax rate was 28.5% compared to 17.2% for year-to-date 2024. The 2025 year-to-date rate was higher than the Companys combined estimated federal and state statutory rates largely due to accrued interest expense related to unrecognized tax benefits. The 2024 year-to-date rate was lower than the Companys combined estimated federal and state statutory rates primarily due to the sales of Easton investments during the period, which resulted in the release of a valuation allowance on a deferred tax asset. Income taxes paid were $214 million and $285 million for year-to-date 2025 and 2024, respectively. On July 4, 2025, H.R.1 was enacted in the U.S., which includes various tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions, and provisions allowing accelerated tax deductions for qualified property and research expe …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Long-term Debt and Borrowing Facility The following table provides the Companys outstanding Long-term Debt balances, net of unamortized debt issuance costs and discounts, as of November 1, 2025, February 1, 2025 and November 2, 2024: November 1, 2025 February 1, 2025 November 2, 2024 (in millions) Senior Debt with Subsidiary Guarantee $500 million, 9.375% Fixed Interest Rate Notes due July 2025 (2025 Notes) $ $ $ 314 $284 million, 6.694% Fixed Interest Rate Notes due January 2027 (2027 Notes) 279 277 276 $444 million, 5.250% Fixed Interest Rate Notes due February 2028 (2028 Notes) 444 443 443 $482 million, 7.500% Fixed Interest Rate Notes due June 2029 (2029 Notes) 477 476 476 $844 million, 6.625% Fixed Interest Rate Notes due October 2030 (2030 Notes) 839 838 838 $802 million, 6.875% Fixed Interest Rate Notes due November 2035 (2035 Notes) 797 796 796 $575 million, 6.750% Fixed Interest Rate Notes due July 2036 (2036 Notes) 571 571 571 Total Senior Debt with Subsidiary Guarantee 3,407 3,401 3,714 Senior Debt $284 million, 6.950% Fixed Interest Rate Debentures due March 2033 (2033 Notes) 283 283 283 $201 million, 7.600% Fixed Interest Rate Notes due July 2037 (2037 Notes) 200 200 200 Total Senior Debt 483 483 483 Total Debt 3,890 3,884 4,197 Current Debt (314) Total Long-term Debt, Net of Current Portion $ 3,890 $ 3,884 $ 3,883 Cash paid for interest was $181 million and $217 million for year-to-date 2025 and 2024, respectively. Repurchases of Notes The Company did not repurc …

LongTermDebtTextBlock · excerpt; the full note is in the filing

Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this standard on its disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires disclosures of disaggregated information about certain prescribed expense categories within relevant income statement expense captions. This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact of adopting this standard on its disclosures. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for software costs by removing project stages from capitalization criteria and further clarifies …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Revenue Recognition Accounts receivable, net from revenue-generating activities were $71 million as of November 1, 2025, $81 million as of February 1, 2025 and $94 million as of November 2, 2024. These accounts receivable primarily relate to amounts due from the Companys franchise, license and wholesale partners. Under these arrangements, payment terms are typically 45 to 75 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 points and rewards, and direct channel shipments not received by the customer, which are all impacted by seasonal and holiday-related sales patterns. Deferred revenue, which is recorded within Accrued Expenses and Other on the Consolidated Balance Sheets, was $182 million as of November 1, 2025, $197 million as of February 1, 2025 and $170 million as of November 2, 2024. The Company recognized $104 million as revenue year-to-date 2025 from amounts recorded as deferred revenue at the beginning of the Companys fiscal year. The following table provides a disaggregation of Net Sales for the third quarters of and year-to-date 2025 and 2024: Third Quarter Year-to-Date 2025 2024 2025 2024 (in millions) Stores - U.S. and Canada (a) $ 1,222 $ 1,220 $ 3,529 $ 3,425 Direct - U.S. and Canada 299 321 815 879 International (b) 73 69 223 216 Total Net Sales $ 1,594 $ 1,610 $ 4,567 $ 4,520 _______________ (a) Results include fulfilled …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Reporting The Company is managed at the consolidated level and therefore operates and reports as a single segment. During the third quarter of 2025, the Companys Chief Executive Officer was its Chief Operating Decision Maker (CODM), and the measure of profitability included in the financial information regularly provided to the CODM was total Company Adjusted Operating Income, or Operating Income in periods where there are no adjustments. The Companys CODM assesses Adjusted Operating Income performance in comparison to forecasts and historical results to make decisions on the reinvestment of profits into the business and capital allocation strategies. The following table illustrates significant segment expenses that were regularly provided to the CODM for the third quarters of and year-to-date 2025 and 2024: Third Quarter Year-to-Date 2025 2024 2025 2024 (in millions) Net Sales $ 1,594 $ 1,610 $ 4,567 $ 4,520 Cost of Goods Sold (639) (603) (1,779) (1,734) Buying and Occupancy (297) (307) (843) (853) Gross Profit 658 700 1,945 1,933 Selling Expenses (305) (295) (843) (803) Marketing Expenses (65) (62) (168) (157) Adjusted General and Administrative Expenses (127) (125) (392) (385) Adjusted Operating Income 161 218 542 588 Leadership Transition Costs (a) (15) Reported Operating Income $ 161 $ 218 $ 527 $ 588 ________________ (a) For year-to-date 2025, the Company recognized pre-tax costs of $15 million due to the transition of certain members of the leadership team, pri …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing