What the changes say
- Victoria's Secret sharpened its focus on retail fleet execution, labor recruitment constraints impacting store growth, and brand equity protection.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business
Our success depends in part on our ability to successfully manage our store fleet
The company faces new operational uncertainties regarding its ability to profitably open new stores, remodel existing locations, and manage contractor and lease costs.
Dropped
- DroppedRisks Relating to Our Business
Our success depends in part on new store openings and existing store remodels and right-sizing
Reworded
- 86% rewrittenRisks Relating to Our Business
Our ability to adequately maintain, enforce and protect our intellectual property rights could have an impact on the image and value of our brands, our competitive position, business operations, and our ability to successfully enter new markets
Expanded to explicitly state that protecting intellectual property is critical for entering new markets and launching innovative products.
- 64% rewrittenRisks Relating to Our Business
We may be impacted by our ability to attract, develop and retain qualified associates and manage labor-related costs
Added designers to key talent categories and warned that recruiting shortfalls could delay new store openings and growth.
- 62% rewrittenRisks Relating to Our Business
We may be impacted by changes in taxation, trade policy and other regulatory requirements
Minor phrasing updates regarding taxation, trade policy, and regulatory requirements without altering core meaning.
- 53% rewrittenRisks Relating to Our Business
Our ability to protect our reputation could have a material effect on the image and value of our brands
Added an objective to elevate reputation alongside protecting it to safeguard brand image and value.
- 50% rewrittenRisks Relating to Our Business
If our marketing, advertising and promotional programs and events are unsuccessful, or if our competitors are more effective with their programs than we are, our revenue or results of operations may be adversely affected
Explicitly named the Victoria's Secret Fashion Show as a flagship promotional event and added influencers to marketing channels.
- 49% rewrittenRisks Relating to Our Business
Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could continue to have a material adverse effect on our business and results of operations
Broadened tariff and trade policy risks from specific mention of China to countries where it sources materials and manufactures products.
Was: Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could have a material adverse effect on our business and results of operations
- 48% rewrittenRisks Relating to Our Business
Our international operations and our plans for international expansion include risks that could negatively impact our reputation and results of operations
Refined international expansion risks to include difficulties identifying new or underpenetrated markets where brands will be accepted.
Was: Our international operations and our plans for international expansion include risks that could impact our results and reputation
- 47% rewrittenRisks Relating to Our Business
We rely on a number of production and distribution facilities located in the same vicinity, making our business susceptible to local and regional disruptions or adverse conditions
Specified that most beauty product production and distribution occurs near central Ohio headquarters, adding fulfillment disruptions to potential impacts.
- 46% rewrittenRisks Relating to Our Business
Our direct channel business is subject to risks that could have an adverse effect on our results of operations
Was: Our direct channel business is subject to risks that could have an adverse effect on our results
- 44% rewrittenRisks Relating to Our Business
Shareholder activism could cause us to incur significant expense, hinder execution of our business strategy and impact our stock price
- 43% rewrittenRisks Relating to Our Business
Climate change and legal, regulatory and market responses to climate change and other sustainability-related matters may adversely impact our business
Was: Climate change and other sustainability-related matters, and related legal, regulatory and market responses to climate change, may adversely impact our business
- 42% rewrittenRisks Relating to Our Business
Our net sales depend on a volume of traffic to our stores and the availability of suitable store locations on satisfactory terms
- 39% rewrittenRisks Relating to Our Business
If we are unable to incorporate artificial intelligence and other emerging technological applications into our business operations successfully and ethically, our business, reputation and results of operations may be adversely affected
Was: If we are unable to incorporate artificial intelligence into our business operations successfully and ethically, our business, reputation and results of operations may be adversely affected
- 37% rewrittenRisks Relating to Our Business
Our future success depends in part on our ability to successfully implement our long-term strategic growth plan
- 35% rewrittenRisks Relating to Our Business
Our licensees, franchisees, wholesalers, and joint venture partners could take actions or omissions that could harm our reputation and results of operations
Was: Our licensees, franchisees, wholesalers, and joint venture partners could take actions or omissions that could harm our business and reputation
- 34% rewrittenRisks Relating to Our Business
Our revenue, results of operations and cash flows are sensitive to consumer confidence and spending patterns, and may be adversely affected by negative political or economic conditions, geopolitical conflicts, significant health hazards or pandemics, severe weather or other market disruptions
Was: Our revenue, results of operations and cash flows are sensitive to consumer confidence and spending patterns, and may be adversely affected by negative political or economic trends, geopolitical conflicts, significant health hazards or pandemics, severe weather or other market disruptions
- 33% rewrittenRisks Relating to Our Common Stock
Provisions in our Certificate of Incorporation and Bylaws, our Rights Plan, and certain provisions of Delaware law could delay or prevent a change in control of the Company
Was: Provisions in our Certificate of Incorporation and Bylaws and certain provisions of Delaware law could delay or prevent a change in control of the Company
- 32% rewrittenRisks Relating to Our Business
We may not be able to successfully integrate acquired businesses and realize the benefits and synergies sought with such acquisitions
- 30% rewrittenRisks Relating to Our Business
Our business is exposed to the risk of foreign currency exchange rate fluctuations that could impact our results of operations
- 29% rewrittenRisks Relating to Our Business
Our business is impacted by general economic conditions, and adverse economic conditions could have a material adverse effect on our business, results of operations and financial condition
- 27% rewrittenRisks Relating to Our Business
Any significant cybersecurity compromise or breach, including with respect to customer, associate, third-party or company information, could have a material adverse effect on our reputation, results of operations, financial condition and cash flows
- 25% rewrittenRisks Relating to Our Common Stock
The price of our common stock has fluctuated significantly and may continue to fluctuate significantly
- 22% rewrittenRisks Relating to Our Business
We may be impacted by our vendors’ ability to manufacture and deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations
- 21% rewrittenRisks Relating to Our Business
We may be adversely impacted by our ability to comply with legal and regulatory requirements
Was: We may be adversely impacted by our ability to comply with regulatory requirements
All 42 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business
- 01Our business is impacted by general economic conditions, and adverse economic conditions could have a material adverse effect on our business, results of operations and financial condition29% rewritten
- 02Our revenue, results of operations and cash flows are sensitive to consumer confidence and spending patterns, and may be adversely affected by negative political or economic conditions, geopolitical conflicts, significant health hazards or pandemics, severe weather or other market disruptions34% rewritten
- 03Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could continue to have a material adverse effect on our business and results of operations49% rewritten
- 04Our future success depends in part on our ability to successfully implement our long-term strategic growth plan37% rewritten
- 05Our net sales, operating income, cash and inventory levels fluctuate on a seasonal basis
- 06If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or prevent or detect fraud, which could have a material adverse effect on our business or the market price of our common stock
- 07Changes and turnover in company leadership or other key positions may have an adverse impact on our performance
- 08We may be impacted by our ability to attract, develop and retain qualified associates and manage labor-related costs64% rewritten
- 09Our net sales depend on a volume of traffic to our stores and the availability of suitable store locations on satisfactory terms42% rewritten
- 10Our success depends in part on our ability to successfully manage our store fleetNew
- 11Our international operations and our plans for international expansion include risks that could negatively impact our reputation and results of operations48% rewritten
- 12Our business is exposed to the risk of foreign currency exchange rate fluctuations that could impact our results of operations30% rewritten
- 13Our licensees, franchisees, wholesalers, and joint venture partners could take actions or omissions that could harm our reputation and results of operations35% rewritten
- 14Our direct channel business is subject to risks that could have an adverse effect on our results of operations46% rewritten
- 15We may not be able to successfully integrate acquired businesses and realize the benefits and synergies sought with such acquisitions32% rewritten
- 16If we are unable to incorporate artificial intelligence and other emerging technological applications into our business operations successfully and ethically, our business, reputation and results of operations may be adversely affected39% rewritten
- 17Our ability to protect our reputation could have a material effect on the image and value of our brands53% rewritten
- 18If our marketing, advertising and promotional programs and events are unsuccessful, or if our competitors are more effective with their programs than we are, our revenue or results of operations may be adversely affected50% rewritten
- 19Our ability to adequately maintain, enforce and protect our intellectual property rights could have an impact on the image and value of our brands, our competitive position, business operations, and our ability to successfully enter new markets86% rewritten
- 20Our ability to compete favorably in our highly competitive segment of the retail industry could impact our results
- 21Our ability to manage the life cycle of our brands and to remain current with fashion trends and launch new merchandise and product lines successfully could impact the image and value of our brands
- 22We may be impacted by our ability to adequately source materials and produce, distribute and sell merchandise on a global basis
- 23We rely on a number of production and distribution facilities located in the same vicinity, making our business susceptible to local and regional disruptions or adverse conditions47% rewritten
- 24We may be impacted by our vendors’ ability to manufacture and deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations22% rewritten
- 25Our results may be affected by fluctuations in freight, product input and energy costs, including those caused by inflation
- 26Climate change and legal, regulatory and market responses to climate change and other sustainability-related matters may adversely impact our business43% rewritten
- 27Our ability to adequately protect our assets from loss and theft could have an adverse effect on our results of operations, financial condition and cash flows
- 28We self-insure certain risks and may be impacted by unfavorable claims experience
- 29We rely on our and our third-party service providers’ ability to implement and sustain information technology systems and to protect associated data and system availability
- 30Any significant cybersecurity compromise or breach, including with respect to customer, associate, third-party or company information, could have a material adverse effect on our reputation, results of operations, financial condition and cash flows27% rewritten
- 31Shareholder activism could cause us to incur significant expense, hinder execution of our business strategy and impact our stock price44% rewritten
- 32We may be adversely impacted by our ability to comply with legal and regulatory requirements21% rewritten
- 33We may be adversely impacted by certain compliance or legal matters
- 34We may be impacted by changes in taxation, trade policy and other regulatory requirements62% rewritten
Risks Relating to Our Indebtedness
- 35We have debt obligations that could restrict our business and adversely impact our results of operations, financial condition and cash flows
- 36Any of the above-listed factors could have a material adverse effect on our business, financial condition and results of operations
- 37Our ability to maintain our credit ratings could affect our ability to access capital and could increase our interest expense
Risks Relating to Our Common Stock
- 38The price of our common stock has fluctuated significantly and may continue to fluctuate significantly25% rewritten
- 39Provisions in our Certificate of Incorporation and Bylaws, our Rights Plan, and certain provisions of Delaware law could delay or prevent a change in control of the Company33% rewritten
- 40Our Bylaws designate Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us
- 41Your percentage ownership in the Company may be diluted in the future
- 42Our common stock is and will be subordinate to all of our current and future indebtedness and any preferred stock, and effectively subordinate to all indebtedness and preferred equity claims against our subsidiaries
Other Victoria's Secret 10-Ks
- FY2025 10-K risk factors42 risks
Victoria's Secret & Co. faces intense competition in intimates, reliance on global supply chains in Southeast Asia, and margin pressures from freight, inflation, and consumer spending shifts.
Filed Mar 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.