Good morning. My name is Sue, and I will be your conference operator today. At this time, I'd like to welcome everyone to the Victoria's Secret & Co. First Quarter 2023 Earnings Conference Call. Please be advised that today's conference is being recorded. All parties will remain in a listen-only mode, until the question-and-answer session of today's call. I would now like to turn the call over to Mr. Kevin Wynk, Vice President of External Financial Reporting and Investor Relations at Victoria's Secret & Co. Kevin, you may begin.

Thank you, Sue. Good morning, and welcome to Victoria's Secret & Co.'s first quarter earnings conference call for the period ending April 29, 2023. As a matter of formality, I would like to remind you that any forward-looking statements we may make today are subject to our Safe Harbor statements found in our SEC filings and in our press releases. Joining me on the call today is CEO, Martin Waters; and CFO, Tim Johnson. We are available today for up to 45 minutes to answer any questions. Certain results we discuss on the call today are adjusted results and exclude the impact of certain items described in our press release and our SEC filings. Reconciliations of these and other non-GAAP measures to the most comparable GAAP measures are included in our press release, our SEC filings and the investor presentation posted on the Investors section of our website. Thanks. And now, I'll turn the call over to Martin.

Thanks, Kevin, and good morning, everyone. As we've shared consistently inside and outside of the business, we're laser focused on the three pillars of our long-term strategy. Number one, to strengthen the core; number two, to ignite growth; and number three, to transform the foundation of our company. And we have defined and are delivering initiatives in each pillar that we believe will steadily provide profitable growth into the future. And before we dive right into the quarter, I want to share my appreciation for the hard work and dedication of our associates and partners around the world. I'm especially thankful for the team's continued commitment and for all they're doing as we push forward with our strategy. We entered the year clear about the pressure customers across the world are feeling and prepared for the challenging macro environment. And as anticipated, the first quarter overall continued to be volatile and difficult for our customer. Sales performance was particularly challenged in our core categories where external market data indicates that the overall stores and digital intimates market as a whole in North America was down mid to high-single digits compared to last year. As the quarter progressed, our business in North America became increasingly more challenging and while we ended the quarter with sales in line with our original expectations, we were more promotional than planned and we continued -- as we continued to pursue our share of consumer spending. As a result, the quarter ended at the lower end of our adjusted operating income guidance. On a positive note for the quarter, inventory levels of Victoria's Secret and PINK ended the quarter down low double-digits compared to last year, and we're prudently positioned as we move forward. Our international business continued its stellar growth around the globe with China…

Thank you. Our first question is from Simeon Siegel with BMO Capital Markets. You may go ahead.

Thanks. Hey, guys. Good morning. Martin, with inventory now cleaner, if the environment doesn't improve, can you just speak to how you plan to think through balancing revenue goals versus margin goals because you don't need to clear? And then, TJ, what was the impact of Adore Me to gross margins? What should it add for the rest of the year? And then just what's the implied fixed cost deleverage in gross and SG&A embedded in the 2Q and full year top line guidance? Thanks, guys.

Good morning, Simeon. Yes. As I mentioned in my pre-prepared remarks, our inventory positioning is prudent. We are being cautious in our outlook. We approached the full system, the fall season about 50% bought, about 50% open. So we have ability to chase into the things that are working. Obviously, the intent is to switch from being as promotional as we have been and to be more focused on newness, particularly excited about new bra launches, two within Sport in the second quarter. Big bra launch in the fall season in the non-full category. And of course -- in the non-sport category. And we've got the relaunch of PINK as well as many other initiatives I talked about in my pre-prepared remarks. That said, if we continue to see market share pressure, particularly in the panties environment, we will promote as hard as we need to in order to ensure we get our fair share. And as you know, as well as anybody, it's a balancing act. And we review it on a day-to-day basis, we're very thoughtful about our plans, and we are agile and able to pivot if need be. But the main thing to say, Simeon, is that we're being prudent and cautious in our outlook. Thank you. TJ?

Yeah. I think the second part of your question, Simeon, from a gross margin perspective, you are spot on. Adore Me does operate at a higher gross margin than the VS&Co Company, I think we've commented before in probably the low-50s to mid-50s, depending on the quarter or time of year. Relative to the big company, VS&Co. in total, that would have had a positive impact on gross margins in the first quarter of about 20 basis points or 30 basis points. So not overly material, but certainly, we appreciate the health of that sale and the health of that business. I think taking a big step back from a gross margin perspective, gross margin rate in the first quarter was down about 10 basis points in the VS and PINK side of the business because of some of the benefits from supply chain, et cetera., selling margin was actually up in the quarter for VS and PINK. And the gross margin rate for VS and PINK was down slightly for the quarter, really because of the B&O deleverage in the first quarter. From an expense standpoint, difficult to speak to fixed hurdle rate given the level of sales that we're talking about and the different impacts. I guess I would answer the question slightly differently. Simeon, actually, from a dollars perspective, SG&A dollars similar to first quarter. For VS and PINK, we are forecasting SG&A dollars down year-over-year. So that is down in second quarter, down in first quarter compared to the prior year. You may recall that throughout last year, each of the four quarters from an expense standpoint, we're down in the range of $30 million to $40 million a quarter year-on-year. So multi-year good management of the cost structure from a VS and PINK perspective. No reason to expect that, that won't continue through the balance of the year. Last point, I would make on cost and then open it up to the next question would be we continue to make progress on our transform the foundation initiatives around cost both from an expense standpoint and a margin standpoint. Expenses in the first and second quarter are positively impacted by those initiatives, and we're confident as we move into the fourth quarter and holiday season, we'll start to see the margin side of that or the lower cost of goods impact that the team is working on. So everything is moving along as planned from a cost perspective. I hope that helps. Thanks.

Thanks, guys. Have a nice summer and best of the luck.

Thank you. The next question is from Alex Straton with Morgan Stanley. You may go ahead.

Great. Thanks so much for taking the question. I just have a couple for you. The first is kind of in relation to the top line. So I'm just wondering, how do you think about the divergence between the North America and international performance? Are you doing something different internationally on a micro level there or is there something else driving that difference? And then secondly, on Adore Me and the technology that you guys are benefiting from, can you just remind us what capabilities they bring with them and kind of what that unlocks for Victoria's? Thank you.

Yeah, I'll take that one, Alex. Thank you for that. So the diversions in performance between international, which was very strong, mid-teens system-wide sales growth versus North America, I think, is a number of things. One, I will point to the outstanding execution of our partners around the world who are literally truly world-class and performing in a very strong way. Secondly, there are some easier compares to last year where COVID was on a slightly more delayed impact than in North America. And I think the economic impact that our customer is feeling, where a large number of our customers have a household income in North America are below $100,000 a year, is more acute than it is elsewhere in the world that our positioning is at a more premium level. So there are a number of factors there. But overall, I would say that very strong execution in international. I will just point out, China where we are doing something different to your point. Our partner, Regina Miracle has built capability for us to be able to read and react and also develop products specifically for the China market, which is working extremely well and developing influencer strategies that work really well online and in digital forums. So we're developing a different model for China, that's definitely delivering benefits, and we plan to expand that throughout Asia region. So lots of optimism in international. As it relates to Adore Me, we often say that in buying Adore Me, we bought two companies. One, we bought a company that is growing and profitable and pointing at the value sector of the market where we don't have Victoria's and PINK pointing. And that's a very good rationale for the purchase of the company. The second is it's the technology company, and there are many, many synergies that Adore Me can bring to our larger platform in Victoria's and PINK. We've decided to focus on three for the first year, just three, even though we've identified many, many more. And these are number one. Selling Adore Me product on the bsn.com system, and that will begin later this month in the month of June. We're excited about that. We'll be testing it. So if you don't see it on your screen, it's because you're not in a test cell. So that's number one. Number two is borrowing the excellent capability they have on the Try On at Home system, which will launch Victoria's and PINK again on a test basis during Q3. And then beginning to develop member services, which Adore Me have perfected over many years with great technology, including AI, that will be launched throughout the fourth season as part of our loyalty program. So a lot going on Adore Me. We continue to be very pleased with that acquisition. The management team is fantastic, and the integration is going very well so far. So thanks for the question, Alex.

Thanks. Good luck.

Thank you. The next question is from Matthew Boss with JPMorgan. You may go ahead.

Great. Thanks. So two-part question. Maybe first, Martin, could you elaborate on the cadence of traffic that you saw in the quarter, have you seen any change in trends, so far in May against the easier comparisons? And then secondly, could you elaborate on the balancing act that you mentioned between promotion and market share? I guess what are you watching on the competitive front to dictate your potential actions?

Yeah. Thanks, Matt. I'll go to TJ on the traffic, but I'll take the wider point about the balancing act. Our intention is to be a high emotional content, added value premium retailer. Our intent is to go-to-market with outstanding newness that cuts through and that minimizes our requirement for promotion. That's the game that we play. And we know that, that works, particularly in the bra category, where our big bra launches like Love Cloud and innovations to the solutions launch to a lesser extent, they really cut through. And we saw growth in market share in the non-sport bra, bra category over the last 12 months. That works for us. It's a little harder for us to pull that trick off in a category like panties, where it's more of a generic category. So even though we have a very strong position at over 26% market share, in that category. We are under pressure from the marketplace, this particularly Amazon, Walmart, Target, who were selling that item at a commodity price and it's harder for us to compete just on the basis of newness and quality and innovation. So we end up being drawn into a promotional battle in some of those areas. Similarly, in the sleepwear category, our intent is to lead with the best quality product, which we're confident that we have. But when it comes to the fall season, it's a very aggressive marketplace, and we have to make sure we get that balance right. So that's the sort of thing that I'm talking about. Our intention is to do both. We're monitoring market share in each of the subcategories very closely. Sports, as you know, is an area where we've been under penetrating. Previous management decided not to focus on that category and we walked a ton of market share. We are determined to get back into that business. We have a very exciting launch in Q2 -- back two launches in Q2 that we'll start to put some runs on the board in that arena. TJ, do you want to take the traffic?

Yeah. I think from a traffic perspective, Matt, as we commented in our prepared remarks, we were very pleased with traffic during the fourth quarter, particularly at store level. So during the holiday time period when there was significant opportunity with the customer, and it was a very, very promotional environment, we were able to cut through and store traffic was very strong. It was one of our rider points, if you recall. So once we move through semiannual sale in January, really end of January going into February is when we started to see traffic at store level start to slow, and we started to lag the mall from a traffic perspective as we went into March and April. So we do think there's some level of connectedness between store traffic and the challenge in terms of the intimates market where it was relatively flat domestically in intimates market, including bras and panties was relatively flat in the fourth quarter, and we saw a dip to being roughly down high-single digits in the first quarter. So we do believe to Martin's point, particularly in panties and to a certain extent in bras, that's the biggest part of our business. We have to assume that that's what drives traffic to our stores when the overall market was challenged. We think there is the connectedness between that and store-level traffic. So we're working to do our best. As Martin mentioned, there are a number of things planned for second quarter around newness and launches, particularly in the bra category. And as we move into the balance of the year, as we talked about in our prepared remarks, there's probably a half a dozen things that are new and different that we're not present in our business in the first quarter that we think can have a positive impact. But we recognize that near term, the spring is going to be a challenge.

Thank you. The next question is from Lorraine Hutchinson with Bank of America. You may go ahead.

Thanks. Good morning. Martin, I was hoping you could give us a state of the union on the intimates business in North America. Have you been able to diagnose why there was such a big trend change in the first quarter? And then how are your competitors reacting to this? Is it simply promotions or is anybody launching any interesting newness to try to compete and take share?

Good question, Lorraine. Good morning. I don't think that we have a single silver bullet answer for why the market turned so dramatically between Q4 and Q1, but we see it in the numbers across the board with high-single digit decrease in the market. There's some belief that women are wearing out of tops that don't require bras. To some extent, there may be some elements of that. There may also be a belief that during COVID, our categories were particularly strong. And now the cycle has moved a little bit and with spending pressure as we know that it is for all of our consumers, there are other things to spend on, including beauty and outerwear and holidays and vacation and going out of food and beverage and all of those things. So there's no single reason or a structural reason why the category overall is down, but we're confident that it is. And we have to do as much as we can to get traffic into the stores with that difficult environment. Where I got to do that is innovation. Let's provide reasons for the customer to believe that it's worth spending money on our category rather than on other categories, and that's when maniacally focused. That and using technology to our advantage to try and increase customer spend and increase loyalty. And the launch of the loyalty program tomorrow as it happens, is part of that and the testing of Try On at Home is part of that where we really try and leverage our best customers to get the highest possible return that we can. So that's about -- I wish I had a better answer for you, Lorraine, but I don't right now.

Thank you.

Thank you. The next question is from Irwin Boruchow with Wells Fargo. You may go ahead.

Good morning. Two questions for me on the overall market. So can you -- again, I know you guys probably don't have a crystal ball to know exactly the answer here. But we've always kind of known or thought that the intimates or underwear those type of categories are more resilient when the macro slows, people still need to buy bras and underwear? Do you know why -- any thoughts on why the trend change from flat to down high-single digits? It just seems a bit extreme and kind of counterintuitive to what we've kind of thought over the years? And then just within the categories, what exactly is it that you think is driving the share loss in panties versus bras, which seems to be executing a little bit better? Thanks.

Yeah. Hi. It's kind of the same question that Lorraine answered, so I won't repeat everything that I said in response to Lorraine's question, but I might just add that if the category is under pressure and if the consumer is feeling less affluent, and we know both of those things to be true, it logics -- virtual skewed to a lower price environment. So as we track who is gaining share or who is doing best or losing the lease share, it tends to be at the lower end of the market. So volume overall is down, but dollars are down more than units. And clearly, that doesn't play to our advantage when we're an added value, high emotional content players. So we've got to find strategies to overcome that. It behooves us to find ways to cut through that and to be more differentiated than we've ever been previously. I will tell you, as I said earlier, that in the non-sports bra category, that's working for us, and we've gained some share, albeit in a market that's down. Panties has been the most challenged, and I go back to what I just said that in a market like panties, it's easier to default to a generic and a low-priced when the economic environment is tough. That doesn't mean we're waving the white flag and saying there can be no innovation and no quality improvements and no emotional content. There can be, and we'll get after it. The other area where we can do better, frankly, is in our Match Back business. So making sure that we always have at least one choice ideally two choices of coverage in a Match Back to the bra. We know that if we don't have that Match Back panty in store, it can impact our bra business, that's a nightmare for us. So being maniacally focused on making sure the Match Back business is as strong as it can be both online and in stores is really important. And we weren't at the strongest we've ever been during the last quarter. So there's definitely room for improvement there.

Thank you.

Thank you. The next question is from Mauricio Serna with UBS. You may go ahead.

Great. Good morning and thanks for taking my question. I just wanted to get a little bit more detail on what were the puts and takes on gross margin, if I think about it from the promotional and freight, how much higher promotions affected the gross margin versus the freight contribution to the expansion? And how are you thinking about that for the second quarter? And then maybe just a second, a follow-up on the AUR. I think you mentioned in your prepared remarks that those were up versus pre-pandemic levels. Could you give us a little bit detail -- a little bit more detail of how higher are these versus per-pandemic? Thank you.

Yeah. I'll take the first one, on the margin perspective, Mauricio, from a supply chain and freight perspective, as we called out in our prior guidance, I think we had estimated a potential benefit to the quarter of around about $60 million. Everything from our perspective, came in, in or around that number very closely. So that was a tailwind, an expected tailwind that we've been looking forward to for many, many months now. Partially offsetting that was increased promotions year-over-year, as we mentioned in our prepared comments, I would just remind that first quarter a year ago, retailers like us were talking about price up. So first quarter last year was not a very promotional quarter for our business or in retail. So the increase in promotions we saw this year was kind of more to the trend that we saw in the back half of the year. So if I think selling margin in total, Mauricio, selling margin for the VS and PINK brands was up year-over-year with the supply chain benefits being only partially offset by higher promotions. From selling margin to gross margin is really where you see the impact or the pressure from buying and occupancy deleverage on the lower sales. So I would think about it as selling margin up, buying an occupancy deleverage, getting us to roughly a flat gross margin rate for the quarter, that was first quarter. As we think about second quarter, the supply chain benefit will be less. We did not experience as big of a challenge in the area a year ago. So the benefit will be less. The promotional levels year-over-year will be, I'll say, similar to slightly up, not as dilutive as what we experienced in first quarter, but the B&O deleverage is roughly the same and real. So in the second quarter, almost the entirety of the gross margin challenge in our guidance relative to the prior year is B&O deleverage. So hopefully, that helps. So selling margin up in Q1, offset by B&O deleverage. Selling margin in Q2, relatively flat were up slightly. The decline in gross margin is all about the buying and occupancy deleverage. Think from an AUR perspective, Martin?

Yeah. I can take that. So I don't want to give you the precise numbers, obviously, Mauricio, but let's take the bra category. Bras are, AURs last year were very meaningfully ahead of 2019, like, I think, 30% ahead of where we were in -- 25%, 30% ahead of where we were in 2019 and we gave back high-single digit this year versus last year. So where we are right now versus '19, we're still meaningfully ahead over 20% ahead similar pattern to intimates overall, but not as pronounced, meaning that we are still meaningfully ahead of 2019, but we gave back a little bit mid-single digits relative to last year. Hope that helps.

Thank you very much.

Thank you. The next question is from Adrienne Yih with Barclays. You may go ahead.

Great. Thank you very much. Just on that last comment, Martin. So given that the AURs are still significantly higher, what is your level of confidence that, that level continues to be sticky going forward? And then TJ, for the relaunch of the Fashion Show, well, I guess, for both of you, Martin, can you talk about that? How is it different? And then, TJ, can you talk about, is that incremental to advertising spend in the back half or is it redirected spend from elsewhere? Thank you very much.

So maybe I'll take some comments about the fashion show TJ and then feel free to piggyback. So what's our confidence level in maintaining AURs or increasing AURs. As I said, high-end bras where it's a high emotional content, where it's highly technical, where we're selling better bras than anybody else, that's the reason to believe. We have access to the best innovation. We have access to the best vendors. We have access to the best design. So we should feel very confident in that arena, less so in panties because it's more of a generic category. Similarly on sleepwear, we would feel we have some advantage. I'll also talk a little bit about Beauty, where we've seen some success even in this difficult environment. So our Beauty business posted positive comps, Victoria's Secret with EDP, particularly strong Bombshell and bear (ph) fragrance is being particularly strong. And the heavenly campaign brought Adriana Lima back into the family, another reason to believe why we can bring AURs up over time. So those are the three categories where I feel most confident with bras and sleepwear and Beauty. As it relates to the faster show boy, there's a lot going on, we announced that we are reinventing the fashion show. We're calling it the Victoria's Secret World Tour. In that small announcement, there wasn’t a big deal, just a relatively minor announcement. We had over 2.8 billion media impressions. And so there is an enormous amount of excitement and interest about what the fashion show will be. The way, I like to think about it is that it moves from being a single event in North America to being a global entertainment show. The United fashion and culture, it brings together the ultimate expression of our transformation. That really brings to life our ongoing commitment to rising women up and championing their voices and experiences and bringing different perspective to women hood around the world. So it's kind of a celebration of everything that's iconic in our heritage, but also in our past but a refreshing a modern take on the way in which we will do that. And we'll have more to say about that as the year goes on, but we're -- suffice to say, we're very, very excited about the impact that it can have for our brand positioning overall. An early test that we've done suggest that it is going to resonate very well with Gen Z consumers, particularly. And our primary target is Gen Zs and millennials. TJ?

I think the last part of the question, Adrienne, from a cost perspective, we were careful to maintain what we felt was an appropriate marketing budget for the year to drive the core business throughout the year. So from a world tour perspective, in large part, the cost as we talked about on our last call, will be incremental to the prior year and predominantly in fall. So very little to no impact from a cost perspective included in our Q2 guidance, but certainly embedded in our fall, the majority of the world tour would be incremental relative to the prior year to preserve the marketing budget to drive the balance of the year.

Great. Thank you very much and best of luck.

Thank you.

Thank you. Our next question is from Jungwon Kim with TD Cowen. You may go ahead.

Thanks for taking my question. Just curious on progress with PINK apparel, what's being done now? And when do you expect to see some improvement in terms of the merchandise? And you commented this a little bit before, but any color -- further color on different spending patterns by various income levels that you're seeing, that would be helpful. Thank you so much.

Yeah. I'm happy to take that. The PINK business required a complete overhaul. We talked about on the last call about the fact that we identified that back in November. And the level of the change that's required in that brand is really pretty significant in the non-intimates category. So the intimates business for PINK has been relatively strong and continues to be so. And we don't imagine a whole lot of reinvention in the intimate area other than getting into the sport business within PINK, which is a -- which has been a meaningful gap for us in intimates. So it's mainly focused on apparel. Within apparel, sleepwear -- casual sleepwear and PINK has been strong. So we're good there. We feel like we've got that well positioned. It's really the outerwear. So I think hoodies and T-shirts, and bottoms and fashion, where we have been over reliant on a logo business and a particular articulation of a logo business and that needs to be dramatically refreshed. When will the impact be? It's really the fall season. The very end of Q2 is the first drop of new merchandise. We have seen some early results of some of the products that we put out there that's encouraging. And -- but we haven't built a big turnaround into the guidance that we put forward, to be honest. So we are very, very focused on it. We have marketing campaigns to support the relaunch for the fall season, and we're optimistic that the new product will cut through. So expect to see and hear more from us during the fall season about PINK. PINK Beauty has also been relaunched and we're seeing positive indications around that as well. With regard to spending patterns, no big surprises in the customer who is most economically challenged has the hardest time spending in the discretionary category. The customer that's most economically challenged has the hardest time spending at the higher AUR levels. And that's a challenge for us, particularly in North America, where a very large portion of our share comes from people who are in that demographic and that income pool, less so in international where our positioning is more premium. Hope that helps.

Got it. Thank you.

Thank you. Our last question is from Marni Shapiro with Retail Tracker. You may go ahead.

Hey, guys. I'm actually very much looking forward to a PINK relaunch. Martin, can we dive in a little bit to the sport area, the sport area, you've talked about it relation to PINK and VS, we've all -- many of us on this call have been through your launches in sport before, only you see a poll and relaunch the same with swim. So I guess, could you talk us through a little bit why is it different this time? What are you doing differently? Because I've long felt there's -- you guys should be in this business. Your own bras, how do you not own sport bras. So can you just talk a little bit about what's different? What are you doing different to make it work this time?

Yeah. Thanks, Marni. Good morning. Thank you for the question. You and I have lived through the demise of sport within Victoria's Secret and PINK. At the peak market share in 2016, we had 19% share of the sport bra market. Today, we have less than 4% share of the sport bra market. It was not an area of focus for the company. When the company did think about being in the sport business, it went first to apparel and leggings and last to bras, and that's completely the wrong way around. We need to be in the sport bra business. Now if that comes with leggings and other tops as well, that's great. The primary focus is bras. The place that we want to win is bras. So 90% of our focus in sport needs to be in sport bras and making sure we have innovative solutions and launches in that arena that are different than other things that are available in the market. We know who the best vendors are. We work with them on a regular basis. We need to prioritize it. Will it be an instant turnaround? No, we've spent years ignoring that category and training the customer to go elsewhere for that product that we know has a very significant share of her bra wardrobe. So we've got to get after it, and it's not a flash in the pan in and out. If it doesn't work, we have to stick to it. We have to stay with it, and we have to take a multiyear approach to building back a position where we can be dominant. We can be proud of the products that we stand for. We'll do that in both PINK and Victoria's. Victoria's will be more added value. PINK will be more competitively priced. More to come, Marni.

And can I just ask a quick follow-up as well on the solutions launch, the solutions bra that you launched. It didn't feel like the marketing push behind that was the same as what you did with, say, Love Cloud. As we think about the back half of the year on bra launches that you're going to put forth, should they look more like Love Cloud or more like solutions? What's the plan behind getting it out there?

Hey. Great questions. I would say not all bra launches are born equally. Love Cloud was a very significant launch for us. It had very broad impact. The sales expectation was significantly higher than we had for solutions. Solutions category is just smaller. But the solutions speaks more to us being a specialist and is providing things that other people who sell in our category can't provide. So it was strategically very important for us to be dominant in that, but it didn't deserve. I use that term advisedly. It didn't deserve the level of expenditure that we would have for Love Cloud. I will tell you without giving too much away competitively that what we have planned for the fall season is a fashion launch that is bigger than solutions. And therefore, the marketing that supports that will be more like what you saw with Love Cloud unless like what you saw with solutions. I hope that helps, Marni. Thank you for bringing up rear with the last question, Kevin.

Yeah. So that concludes our call this morning. Thank you all for your continuing interest in VS&Co. We appreciate your time.

Thanks, everybody.

Thank you. That does conclude today's conference. Thank you all for participating. You may disconnect at this time.