10-K – 2026-03-12 – bbwi-20260131.htm

the next 12 months due to audit settlements or resolution of uncertainties. The remaining portion, totaling $32 million, is included in the “Other” category as it is not reasonably possible that the amounts could change in the next 12 months.
Lease Guarantees
In connection with the spin-off of Victoria’s Secret & Co., we 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. Our reserves related to these obligations were not significant for any period presented.
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. We adopted this standard prospectively in the fourth quarter of 2025. See Note 9 to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data 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. We are currently evaluating the impact of adopting this standard on our 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 the threshold entities apply to begin capitalizing costs. This standard is effective for annual reporting of fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted. This standard can be applied prospectively, retrospectively or through a modified transition approach. We are currently evaluating the impacts of adopting this standard.
Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to adopt accounting policies related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to inventories, valuation of long-lived store assets, claims and contingencies, income taxes and revenue recognition. Management bases our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Management has discussed the development and selection of our critical accounting policies and estimates with the Audit Committee of our Board and believes the following assumptions and estimates are most significant to reporting our results of operations and financial position.
Inventories
Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis.
We record valuation adjustments to our inventories if the cost of inventory on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience. If actual demand or market conditions are different than those projected by management, future period merchandise margin rates may be unfavorably or favorably affected by adjustments to these estimates.
We also record inventory loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory. These estimates are based on management’s analysis of historical results and current operating trends.
Management believes that the assumptions used in these estimates are reasonable and appropriate. A 10% increase or decrease in the inventory valuation adjustment would have impacted Net Income by approximately $2 million for 2025. A 10% increase or decrease in the estimated physical inventory loss adjustment would have impacted Net Income by approximately $2 million for 2025.
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Valuation of Long-lived Store Assets
Long-lived store assets, which include leasehold improvements, store-related assets and operating lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Store assets are grouped at the lowest level for which they are largely independent of other assets or asset groups. If the estimated undiscounted future cash flows related to the asset group are less than the carrying value, we recognize a loss equal to the difference between the carrying value and the estimated fair value, determined by the estimated discounted future cash flows of the asset group. For operating lease assets, we determine the fair value of the assets by comparing the contractual rent payments to estimated market rental rates. An individual asset within an asset group is not impaired below its estimated fair value. The fair value of long-lived store assets is determined using Level 3 inputs within the fair value hierarchy.
When a decision has been made to dispose of property and equipment prior to the end of the previously estimated useful life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life.
Claims and Contingencies
We are subject to various claims and contingencies related to lawsuits, taxes, insurance, regulatory and other matters arising out of the normal course of business. Our determination of the treatment of claims and contingencies in the Consolidated Financial Statements is based on management’s view of the expected outcome of the applicable claim or contingency. We consult with legal counsel on matters related to litigation and seek input from both internal and external experts with respect to matters in the ordinary course of business. We accrue a liability if the likelihood of an adverse outcome is probable and the amount is reasonably estimable. If the likelihood of an adverse outcome is only reasonably possible (as opposed to probable) or if an estimate is not reasonably determinable, disclosure of a material claim or contingency is disclosed in the Notes to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.
Income Taxes
We account for income taxes under the asset and liability method. Under this method, taxes currently payable or refundable are accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for realizable operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in our Consolidated Statements of Income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.
Significant judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. In determining our provision for income taxes, we consider permanent differences between book and tax income and statutory income tax rates. Our effective income tax rate is affected by items including changes in tax law, the tax jurisdiction of the Company’s operations and the level of earnings.
A number of countries have enacted legislation to implement the Organization for Economic Cooperation and Development’s 15% global minimum tax regime (Pillar Two) with effect from January 1, 2024. We continue to evaluate the impacts of proposed and enacted legislation for the jurisdictions in which we operate.
We follow the authoritative guidance included in ASC 740, Income Taxes , which contains a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement.  We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may differ from forecasted outcomes. Our policy is to include interest and penalties related to uncertain tax positions in income tax expense.
Our income tax returns, like those of most companies, are periodically audited by domestic and foreign tax authorities. These audits include questions regarding our tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. A number of years may elapse before a particular matter for which we have established an accrual is audited and fully resolved or clarified. We adjust our tax contingencies accrual and income tax provision in the period in which matters are effectively settled with tax authorities at amounts different from our established accrual, when the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available.
Revenue Recognition
We recognize revenue based on the amount we expect to receive when control of the goods or services is transferred to our customer. We recognize sales upon customer receipt of merchandise, which for direct channel revenues reflects an estimate of
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shipments that have not yet been received by the customer based on shipping terms and historical delivery times. Our shipping and handling revenues are included in Net Sales with the related costs included in Costs of Goods Sold, Buying and Occupancy in the Consolidated Statements of Income. We also provide a reserve for projected merchandise returns based on historical experience. Net Sales exclude sales and other similar taxes collected from customers.
We offer a loyalty program that allows customers to earn points based on purchasing activity. As customers accumulate points and reach point thresholds, points are converted to rewards that may be used to purchase merchandise in stores or online. Points expire if a loyalty account is inactive for a certain period of time, while rewards expire if unused after approximately three months. We allocate revenue to points earned on qualifying purchases and defer recognition of revenue until the rewards are redeemed. The amount of revenue deferred is based on the relative stand-alone selling price method, which includes an estimate for points and rewards not expected to be redeemed based on historical experience.
We sell gift cards with no expiration dates to customers. We do not charge administrative fees on unused gift cards. We recognize revenue from gift cards when they are redeemed by the customer. In addition, we recognize revenue on unredeemed gift cards when the likelihood of the gift cards being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage). Gift card breakage revenue is recognized in proportion to, and over the same period as, actual gift card redemptions. We determine the gift card breakage rate based on historical redemption patterns. Gift card breakage revenue is included in Net Sales in the Consolidated Statements of Income.
We also recognize revenues associated with franchise, license, wholesale and sourcing arrangements. Revenue recognized under franchise and license arrangements generally consists of royalties earned and recognized upon sale of merchandise by franchise and license partners to retail customers. Revenue is generally recognized under wholesale and sourcing arrangements at the time the title passes to the partner.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market Risk
The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in foreign currency exchange rates or interest rates. We may use derivative financial instruments like foreign currency forward contracts, cross-currency swaps and interest rate swap arrangements to manage exposure to market risks. We do not use derivative financial instruments for trading purposes.
Foreign Exchange Rate Risk
Our Canadian dollar denominated earnings are subject to exchange rate risk as substantially all our merchandise sold in Canada is sourced through U.S. dollar transactions. Although we utilize foreign currency forward contracts to partially offset risks associated with our operations in Canada, these measures may not succeed in offsetting all the short-term impact of foreign currency rate movements and generally may not be effective in offsetting the long-term impact of sustained shifts in foreign currency rates.
Further, although our royalty arrangements with our international partners are denominated in U.S. dollars, the royalties we receive in U.S. dollars are calculated based on sales in the local currency. As a result, our royalties in these arrangements are exposed to foreign currency exchange rate fluctuations.
Interest Rate Risk
Our investment portfolio primarily consists of interest-bearing instruments that are classified as cash and cash equivalents based on their original maturities. Our investment portfolio is maintained in accordance with our investment policy, which specifies permitted types of investments, specifies credit quality standards and maturity profiles and limits credit exposure to any single issuer. The primary objectives of our investment activities are the preservation of principal, the maintenance of liquidity and the maximization of interest income while minimizing risk. Our investment portfolio is primarily composed of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, commercial paper and bank deposits. Given the short-term nature and quality of investments in our portfolio, we do not believe there is any material risk to principal associated with increases or decreases in interest rates.
All of our debt as of January 31, 2026 has fixed interest rates. We will from time to time adjust our exposure to interest rate risk by entering into interest rate swap arrangements. Our exposure to interest rate changes is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows.
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Concentration of Credit Risk
We maintain cash and cash equivalents and derivative contracts with various major financial institutions. We monitor the relative credit standing of financial institutions with whom we transact and limit the amount of credit exposure with any one entity. Our investment portfolio is primarily composed of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, commercial paper and bank deposits. We also periodically review the relative credit standing of franchise, license and wholesale partners and other entities to which we grant credit terms in the normal course of business.
Fair Value Measurements
The following table provides a summary of the principal value and estimated fair value of our 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 values are based on reported transaction prices and are not necessarily indicative of the amounts that we could realize in a current market exchange.
As of January 31, 2026, we believe that the carrying values of our Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values because of their short maturities.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
BATH & BODY WORKS, INC. ®
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  Page No.
Management’s Report on Internal Control Over Financial Reporting
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Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
42

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 42 )
43

Consolidated Statements of Income
44

Consolidated Statements of Comprehensive Income
44

Consolidated Balance Sheets
45

Consolidated Statements of Total Equity (Deficit)
46

Consolidated Statements of Cash Flows
47

Notes to Consolidated Financial Statements
48

Our fiscal year ends on the Saturday nearest to January 31. Fiscal years are designated in the Consolidated Financial Statements and Notes by the calendar year in which the fiscal year commences. The results for fiscal 2025 refer to the 52-week period ended January 31, 2026, fiscal 2024 refers to 52-week period ended February 1, 2025 and fiscal 2023 refers to 53-week period ended February 3, 2024.
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Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2026. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
Based on our assessment and the COSO criteria, management believes that the Company maintained effective internal control over financial reporting as of January 31, 2026.
The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Company’s internal control over financial reporting. Ernst & Young LLP’s report appears on the following page and expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of January 31, 2026.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Bath & Body Works, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Bath & Body Works, Inc.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Bath & Body Works, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, comprehensive income, total equity (deficit) and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated March 12, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Grandview Heights, Ohio
March 12, 2026

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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Bath & Body Works, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bath & Body Works, Inc. (the Company) as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, comprehensive income, total equity (deficit) and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 12, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Loyalty Program

Description of the Matter The Company offers a loyalty program that enables customers the ability to earn points and redeem rewards. As described in Note 1 to the consolidated financial statements, the Company allocates revenue to points earned on qualifying purchases and defers recognition until the rewards are redeemed. The amount of revenue deferred is based on the relative standalone selling price method, which includes an estimate for points and rewards not expected to be redeemed based on historical experience.

Auditing the Company’s estimate of loyalty deferred revenue was complex as the calculation involved management’s assumptions, such as the standalone selling price and expected redemption rate, which drive the revenue deferral.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s estimation process and controls supporting the measurement and recognition of the amount of loyalty revenue deferred. This included testing controls over management’s review of the assumptions and other inputs used in the estimation and the completeness and accuracy of issuance and redemption data used in the calculation.

Our audit procedures included, among others, evaluating the methodology used, analyzing the significant assumptions discussed above, and testing the accuracy and completeness of the underlying data used in management’s calculation. To test the standalone selling price per reward, we validated that the price per reward was appropriate based on purchases by loyalty members. To audit the redemption rate, we tested redemption activity and compared the results of that testing to the redemption rate used by management in its estimate. We also considered recent trends in redemption activity and the impact on the redemption rate. In addition, we performed sensitivity analyses of significant assumptions to evaluate the change in the deferral amounts.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
Grandview Heights, Ohio
March 12, 2026
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BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
 

2025 2024 2023
Net Sales $ 7,291   $ 7,307   $ 7,429  
Costs of Goods Sold, Buying and Occupancy ( 4,102 ) ( 4,073 ) ( 4,193 )
Gross Profit 3,189   3,234   3,236  
General, Administrative and Store Operating Expenses ( 2,063 ) ( 1,968 ) ( 1,951 )
Operating Income 1,126   1,266   1,285  
Interest Expense ( 276 ) ( 312 ) ( 345 )
Other Income, Net 32   74   81  
Income Before Income Taxes 882   1,028   1,021  
Provision for Income Taxes ( 233 ) ( 230 ) ( 143 )
Net Income $ 649   $ 798   $ 878  
Net Income per Basic Share $ 3.12   $ 3.62   $ 3.86  
Net Income per Diluted Share $ 3.11   $ 3.61   $ 3.84  

BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)

2025 2024 2023
Net Income $ 649   $ 798   $ 878  
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation 8   ( 8 ) ( 2 )

Unrealized Gain (Loss) on Cash Flow Hedges ( 3 ) 5   1  
Reclassification of Cash Flow Hedges to Earnings ( 2 ) ( 1 ) ( 2 )
Total Other Comprehensive Income (Loss), Net of Tax 3   ( 4 ) ( 3 )
Total Comprehensive Income $ 652   $ 794   $ 875  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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BATH & BODY WORKS, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except par value amounts)
 

January 31,
2026 February 1,
2025
ASSETS
Current Assets:
Cash and Cash Equivalents $ 953   $ 674  
Accounts Receivable, Net 180   205  
Inventories 699   734  
Easton Assets Held for Sale 81   96  
Other 106   114  
Total Current Assets 2,019   1,823  
Property and Equipment, Net 1,127   1,127  
Operating Lease Assets 941   949  
Goodwill 628   628  
Trade Name 165   165  
Deferred Income Taxes 112   130  
Other Assets 77   50  
Total Assets $ 5,069   $ 4,872  
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 465   $ 338  
Accrued Expenses and Other 579   584  
Current Debt 280   —  
Current Operating Lease Liabilities 195   192  
Income Taxes 72   117  
Total Current Liabilities 1,591   1,231  
Deferred Income Taxes 65   24  
Long-term Debt 3,612   3,884  
Long-term Operating Lease Liabilities 867   883  
Other Long-term Liabilities 213   233  
Shareholders’ Equity (Deficit):
Preferred Stock—$ 1.00 par value; 10 shares authorized; none issued
—   —  
Common Stock—$ 0.50 par value; 1,000 shares authorized; 216 and 231 shares issued; 201 and 216 shares outstanding, respectively
108   115  
Paid-in Capital 794   829  
Accumulated Other Comprehensive Income 74   71  
Retained Earnings (Accumulated Deficit) ( 1,435 ) ( 1,578 )
Less: Treasury Stock, at Average Cost; 15 and 15 shares, respectively
( 822 ) ( 822 )
Total Shareholders’ Equity (Deficit) ( 1,281 ) ( 1,385 )
Noncontrolling Interest 2   2  
Total Equity (Deficit) ( 1,279 ) ( 1,383 )
Total Liabilities and Equity (Deficit) $ 5,069   $ 4,872  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF TOTAL EQUITY (DEFICIT)
(in millions, except per share amounts)
 

  Common Stock Paid-In
Capital Accumulated
Other
Comprehensive
Income Retained
Earnings (Accumulated Deficit) Treasury
Stock, at
Average
Cost Noncontrolling Interest Total Equity (Deficit)
Shares
Outstanding Par
Value
Balance, January 28, 2023 229   $ 122   $ 817   $ 78   $ ( 2,401 ) $ ( 822 ) $ 1   $ ( 2,205 )
Net Income —  —  —  —  878   —  —  878  
Other Comprehensive Loss —  —  —  ( 3 ) —  —  —  ( 3 )
Total Comprehensive Income —  —  —  ( 3 ) 878   —  —  875  
Cash Dividends ($ 0.80 per share)
—  —  —  —  ( 182 ) —  —  ( 182 )
Repurchases of Common Stock ( 4 ) —  —  —  —  ( 149 ) —  ( 149 )

Treasury Share Retirement —  ( 2 ) ( 14 ) —  ( 133 ) 149   —  —  
Share-based Compensation and Other —  —  35   —  —  —  —  35  
Balance, February 3, 2024 225   $ 120   $ 838   $ 75   $ ( 1,838 ) $ ( 822 ) $ 1   $ ( 1,626 )
Net Income —  —  —  —  798   —  —  798  
Other Comprehensive Loss —  —  —  ( 4 ) —  —  —  ( 4 )
Total Comprehensive Income —  —  —  ( 4 ) 798   —  —  794  
Cash Dividends ($ 0.80 per share)
—  —  —  —  ( 177 ) —  —  ( 177 )
Repurchases of Common Stock ( 10 ) —  —  —  —  ( 400 ) —  ( 400 )
Treasury Share Retirement —  ( 5 ) ( 34 ) —  ( 361 ) 400   —  —  
Share-based Compensation and Other 1   —   25   —  —  —  1   26  
Balance, February 1, 2025 216   $ 115   $ 829   $ 71   $ ( 1,578 ) $ ( 822 ) $ 2   $ ( 1,383 )
Net Income —  —  —  —  649   —  —  649  
Other Comprehensive Income —  —  —  3   —  —  —  3  
Total Comprehensive Income —  —  —  3   649   —  —  652  
Cash Dividends ($ 0.80 per share)
—  —  —  —  ( 167 ) —  —  ( 167 )
Repurchases of Common Stock ( 15 ) —  —  —  —  ( 400 ) —  ( 400 )

Treasury Share Retirement —  ( 7 ) ( 54 ) —  ( 339 ) 400   —  —  
Share-based Compensation and Other —   19   —  —  —  —   19  
Balance, January 31, 2026 201   $ 108   $ 794   $ 74   $ ( 1,435 ) $ ( 822 ) $ 2   $ ( 1,279 )

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
2025 2024 2023
Operating Activities
Net Income $ 649   $ 798   $ 878  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation of Long-lived Assets 254   282   269  
Share-based Compensation Expense 31   40   43  
Gain on Sale of Non-core Asset ( 8 ) —   —  
Gain on Sales of Easton Investments —   ( 39 ) —  
Loss (Gain) on Extinguishment of Debt —   10   ( 34 )
Deferred Income Taxes 63   ( 112 ) ( 128 )
Impairment of Equity Method Investment —   —   8  
Changes in Assets and Liabilities:
Accounts Receivable 25   18   2  
Inventories 37   ( 26 ) ( 2 )
Accounts Payable, Accrued Expenses and Other 111   ( 50 ) ( 109 )
Income Taxes Payable ( 57 ) ( 23 ) 34  
Other Assets and Liabilities ( 3 ) ( 12 ) ( 7 )
Net Cash Provided by Operating Activities $ 1,102   $ 886   $ 954  

Investing Activities
Capital Expenditures $ ( 237 ) $ ( 226 ) $ ( 298 )
Proceeds from Sale of Non-core Asset 9   —   —  
Proceeds from Sales of Easton Investments, Net of Fees Paid —   40   —  
Other Investing Activities 1   24   12  
Net Cash Used for Investing Activities $ ( 227 ) $ ( 162 ) $ ( 286 )

Financing Activities

Payments for Long-term Debt $ —   $ ( 522 ) $ ( 447 )
Repurchases of Common Stock ( 401 ) ( 401 ) ( 148 )
Dividends Paid ( 167 ) ( 177 ) ( 182 )

Payments of Finance Lease Obligations ( 14 ) ( 17 ) ( 15 )
Tax Payments related to Share-based Awards ( 8 ) ( 16 ) ( 11 )
Other Financing Activities ( 9 ) 1   ( 12 )
Net Cash Used for Financing Activities $ ( 599 ) $ ( 1,132 ) $ ( 815 )

Effects of Exchange Rate Changes on Cash and Cash Equivalents $ 3   $ ( 2 ) $ ( 1 )
Net Increase (Decrease) in Cash and Cash Equivalents 279   ( 410 ) ( 148 )
Cash and Cash Equivalents, Beginning of Year 674   1,084   1,232  
Cash and Cash Equivalents, End of Year $ 953   $ 674   $ 1,084  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
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BATH & BODY WORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Bath & Body Works, Inc. (the “Company”) is a global leader in personal care and home fragrance. The Company sells merchandise through its retail stores in the United States of America (“U.S.”) and Canada, and through its e-commerce sites and other channels. The Company’s international business is conducted through franchise, license and wholesale partners.
Fiscal Year
The Company utilizes the retail calendar for reporting and its fiscal year ends on the Saturday nearest to January 31. As a result, “2025” refers to the 52-week period ended January 31, 2026, “2024” refers to the 52-week period ended February 1, 2025 and “2023” refers to the 53-week period ended February 3, 2024.
Basis of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee’s net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company’s share of net income or loss of all unconsolidated entities is included in Other Income, Net in the Consolidated Statements of Income. The Company’s equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value.
Cash and Cash Equivalents
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 Company’s 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 Company’s outstanding checks are included in Accounts Payable on the Consolidated Balance Sheets.
Concentration of Credit Risk
The Company maintains cash and cash equivalents and derivative contracts with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom it transacts and limits the amount of credit exposure with any one entity. The Company’s investment portfolio is primarily composed of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, commercial paper and bank deposits.
The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which it grants credit terms in the normal course of business. The Company determines the required allowance for expected credit losses using information such as customer credit history and financial condition. Amounts are recorded to the allowance when it is determined that expected credit losses may occur.
Inventories
Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis.
The Company records valuation adjustments to its inventories if the cost of inventory on hand exceeds the amount it expects to realize from the ultimate sale or disposal of the inventory. These estimates are based on management’s judgment regarding future demand and market conditions and analysis of historical experience.
The Company also records inventory loss adjustments for estimated physical inventory losses that have occurred since the date of the last physical inventory. These estimates are based on management’s analysis of historical results and current operating trends.
Advertising Costs
Advertising and marketing costs are expensed at the time the promotion first appears in media, in the store or when the advertising is mailed. Advertising and marketing costs totaled $ 255 million for 2025, $ 242 million for 2024 and $ 180 million for 2023.
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Property and Equipment
The Company’s Property and Equipment are recorded at cost and depreciation is computed on a straight-line basis using the following depreciable life ranges:

Category of Property and Equipment Depreciable Life Range
Hardware and Software, including software developed for internal use 3  -  5  years

Store-related furniture, fixtures and equipment 3  -  10  years

Leasehold improvements Shorter of lease term or  10  years

Non-store related building and site improvements, furniture, fixtures and equipment 5  -  15  years

Buildings 30 years

When a decision has been made to dispose of property and equipment prior to the end of the previously estimated useful life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life. The Company’s cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in net income. Maintenance and repairs are charged to expense as incurred. Major renewals and betterments that extend useful lives are capitalized.
Long-lived store assets, which include leasehold improvements, store-related assets and operating lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Store assets are grouped at the lowest level for which they are largely independent of other assets or asset groups. If the estimated undiscounted future cash flows related to the asset group are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, determined by the estimated discounted future cash flows of the asset group. For operating lease assets, the Company determines the fair value of the assets by comparing the contractual rent payments to estimated market rental rates. An individual asset within an asset group is not impaired below its estimated fair value. The fair value of long-lived store assets is determined using Level 3 inputs within the fair value hierarchy.
Cloud Computing Arrangements
Costs incurred to implement cloud computing service arrangements hosted by third-party vendors are capitalized when incurred during the application development phase and amortized on a straight-line basis over the expected term of the related cloud service, which is generally three years. Capitalized amounts related to such arrangements are recorded within Other Current Assets and Other Assets on the Consolidated Balance Sheets and changes in cloud computing arrangement implementation costs are classified within Operating Activities in the Consolidated Statements of Cash Flows. Cloud computing assets and related amortization were not significant for any period presented.
Leases and Leasehold Improvements
The Company leases retail space, office space, warehouse facilities, storage space, equipment and certain other items under operating leases. A substantial portion of the Company’s leases are operating leases for its stores, which generally have an initial term of 10 years. Annual store rent consists of a fixed minimum amount and/or variable rent based on a percentage of sales exceeding a stipulated amount. Store lease terms generally also require additional payments covering certain operating costs such as common area maintenance, utilities, insurance and taxes. Certain leases contain predetermined fixed escalations of minimum rentals or require periodic adjustments of minimum rentals depending on an index or rate. Additionally, certain leases contain incentives, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property.
At lease commencement, the Company recognizes an asset for the right to use the leased asset and a liability based on the present value of the unpaid fixed lease payments. Operating lease costs are recognized on a straight-line basis as lease expense over the lease term. Variable lease payments associated with the Company’s leases are recognized upon occurrence of the event or circumstance on which the payments are assessed. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate, adjusted for collateral, to determine the present value of its unpaid lease payments.
The Company’s store leases often include options to extend the initial term or to terminate the lease prior to the end of the initial term. The exercise of these options is typically at the sole discretion of the Company. These options are included in determining the initial lease term at lease commencement if the Company is reasonably certain to exercise the option. Additionally, the Company may operate stores for a period of time on a month-to-month basis after the expiration of the lease term.
The Company also has leasehold improvements which are amortized over the shorter of their estimated useful lives or the period from the date the assets are placed in service to the end of the initial lease term. Leasehold improvements made after the
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inception of the initial lease term are depreciated over the shorter of their estimated useful lives or the remaining lease term, including renewal periods, if reasonably assured.
Intangible Assets - Goodwill and Trade Name
The Company has recorded Goodwill and Trade Name intangible assets resulting from business combinations that are recorded at cost.
Goodwill is reviewed for impairment at the reporting unit level each year in the fourth quarter and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying value (including goodwill), or to proceed directly to the quantitative assessment which requires a comparison of a reporting unit’s fair value to its carrying value (including goodwill). If the Company determines that the fair value of a reporting unit is less than its carrying value, it recognizes an impairment charge equal to the difference, not to exceed the total amount of goodwill allocated to a reporting unit. The Company’s reporting units are determined in accordance with the provisions of Accounting Standards Codification (“ASC”) 350,  Intangibles - Goodwill and Other .
The Bath & Body Works Trade Name is an intangible asset with an indefinite life that is reviewed for impairment each year in the fourth quarter, and may be reviewed more frequently if certain events occur or circumstances change. The Company has the option to either first perform a qualitative assessment to determine whether it is more likely than not that the Trade Name is impaired, or to proceed directly to the quantitative assessment which requires a comparison of the fair value of the trade name to its carrying value. To determine if the fair value of the Trade Name is less than its carrying amount, the Company will estimate the fair value, usually determined by the relief from royalty method under the income approach, and compare that value with its carrying amount. If the carrying value of the Trade Name exceeds its fair value, the Company recognizes an impairment charge equal to the difference.
Foreign Currency Translation
The functional currency of the Company’s foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect as of the balance sheet date, while revenues and expenses are translated at the average exchange rates for the period. The Company’s resulting translation adjustments comprise substantially all of Accumulated Other Comprehensive Income in Shareholders’ Equity (Deficit). Accumulated foreign currency translation adjustments are reclassified to Net Income when realized upon sale or upon complete, or substantially complete, liquidation of the investment in the foreign entity.
Derivative Financial Instruments
The Company’s Canadian dollar denominated earnings are subject to exchange rate risk as substantially all the Company’s merchandise sold in Canada is sourced through U.S. dollar transactions. The Company uses foreign currency forward contracts designated as cash flow hedges to mitigate this foreign currency exposure. Amounts are reclassified from Accumulated Other Comprehensive Income upon sale of the hedged merchandise to the customer. These gains and losses are recognized in Costs of Goods Sold, Buying and Occupancy in the Consolidated Statements of Income. All designated cash flow hedges are recorded on the Consolidated Balance Sheets at fair value. The fair value of designated cash flow hedges is not significant for any period presented. The Company does not use derivative financial instruments for trading purposes.
Supplier Finance Program
In the fourth quarter of 2024, the Company implemented a supply chain finance (“SCF”) program agreement with a third-party financial institution, whereby the Company’s merchandise suppliers have the opportunity to settle outstanding payment obligations early, at a discount, facilitated by the financial institution. Since implementation, merchandise suppliers have continued to join the program. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ participation in the arrangement and the Company provides no guarantees to any third parties under the SCF program. Amounts due under the SCF program are included in Accounts Payable in the Consolidated Balance Sheets and within Operating Activities in the Consolidated Statements of Cash Flows.
The following table provides the Company’s SCF program activity for the year ended January 31, 2026:

2025

(in millions)
Obligations Outstanding as of February 1, 2025
$ 7  
Invoices Confirmed during the Year 753  
Confirmed Invoices Paid during the Year ( 645 )
Obligations Outstanding as of January 31, 2026
$ 115  

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Easton Investments
The Company has land and other investments in Easton, a planned community in Columbus, Ohio, that integrates office, hotel, retail, residential and recreational space. Beginning in the fourth quarter of 2024, certain of these investments met all of the required criteria for held for sale presentation, which requires assets to be reported at the lower of their carrying value or fair value less costs to sell. The investments classified as held for sale, consisting primarily of undeveloped land, are reported at their carrying value, which was $ 81 million and $ 96 million as of January 31, 2026 and February 1, 2025, respectively, within Current Assets on the Consolidated Balance Sheets.
During the second quarter of 2025, the Company changed its plan of sale for its Easton investments, causing certain of these investments to no longer meet the held for sale criteria. As a result of this change, the Company reclassified $ 17  million of carrying value from Current Assets to long-term Other Assets during the second quarter of 2025. The Company’s Easton investments not presented as held for sale and reported in Other Assets were $ 38 million and $ 26 million as of January 31, 2026 and February 1, 2025, respectively.
Previously included in the Company’s Easton investments were equity interests in Easton Town Center, LLC (“ETC”) and Easton Gateway, LLC (“EG”), entities that own and develop commercial entertainment and shopping centers. The Company’s investments in ETC and EG were accounted for using the equity method of accounting. In the second quarter of 2024, the Company sold its entire interest in the business associated with EG and its entire interest in ETC. The Company received aggregate cash proceeds, net of fees paid, of $ 40 million as a result of these sales, and recognized an aggregate pre-tax gain of $ 39 million, which is included in Other Income, Net, in the 2024 Consolidated Statement of Income.
Fair Value
The authoritative guidance included in ASC 820, Fair Value Measurement, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. This authoritative guidance further establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
• Level 1 - Quoted market prices in active markets for identical assets or liabilities.
• Level 2 - Observable inputs other than quoted market prices included in Level 1, such as quoted prices of similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company estimates the fair value of financial instruments, Property and Equipment, Net, Goodwill and its Trade Name in accordance with the provisions of ASC 820 .
Income Taxes
The Company accounts for income taxes under the asset and liability method. Under this method, taxes currently payable or refundable are accrued, and deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are also recognized for realizable operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Company’s Consolidated Statements of Income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized.
In determining the Company’s provision for income taxes, the Company considers permanent differences between book and tax income and statutory income tax rates. The Company’s effective income tax rate is affected by items including changes in tax law, the tax jurisdiction of the Company’s operations and the level of earnings.
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The Company follows a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement.  The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may differ from forecasted outcomes. The Company’s policy is to include interest and penalties related to uncertain tax positions in income tax expense.
The Company’s income tax returns, like those of most companies, are periodically audited by domestic and foreign tax authorities. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. A number of years may elapse before a particular matter for which the Company has established an accrual is audited and fully resolved or clarified. The Company adjusts its tax contingencies accrual and income tax provision in the period in which matters are effectively settled with tax authorities at amounts different from its established accrual, when the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. The Company includes its tax contingencies accrual, including accrued penalties and interest, in Other Long-term Liabilities on the Consolidated Balance Sheets unless the liability is expected to be paid within one year. Changes to the tax contingencies accrual, including accrued penalties and interest, are included in Provision for Income Taxes on the Consolidated Statements of Income.
Self-Insurance
The Company is self-insured for medical, workers’ compensation, property, general liability and automobile liability up to certain stop-loss limits in certain cases. Such costs are accrued based on known claims and an estimate of incurred but not reported (“IBNR”) claims. IBNR claims are estimated using historical claim information and actuarial estimates.
Noncontrolling Interest
Noncontrolling interest represents the portion of equity interests of consolidated affiliates not owned by the Company.
Share-based Compensation
The Company recognizes all share-based payments to associates and directors as compensation cost over the service period based on their estimated fair value on the date of grant. The Company estimates award forfeitures at the time awards are granted and adjusts, if necessary, in subsequent periods based on historical experience and expected future forfeitures.  As part of the Company’s determination of award fair value, it assesses the impact of material nonpublic information on the share price at the time of grant. There were no such fair value adjustments to awards granted in any period presented.
Compensation cost is recognized over the service period for the fair value of awards that actually vest. Compensation expense for awards without a performance condition is recognized, net of estimated forfeitures, using a single award approach (each award is valued as one grant, irrespective of the number of vesting tranches). Compensation expense for awards with a performance condition is recognized, net of estimated forfeitures, using a multiple award approach (each vesting tranche is valued as one grant).
Revenue Recognition
The Company recognizes revenue based on the amount it expects to receive when control of the goods or services is transferred to the customer. The Company recognizes sales upon customer receipt of merchandise, which for direct channel revenues reflects an estimate of shipments that have not yet been received by the customer based on shipping terms and historical delivery times. The Company’s shipping and handling revenues are included in Net Sales with the related costs included in Costs of Goods Sold, Buying and Occupancy in the Consolidated Statements of Income. The Company also provides a reserve for projected merchandise returns based on historical experience. Net Sales exclude sales and other similar taxes collected from customers.
The Company offers a loyalty program that allows customers to earn points based on purchasing activity. As customers accumulate points and reach point thresholds, points are converted to rewards that may be used to purchase merchandise in stores or online. Points expire if a loyalty account is inactive for a certain period of time, while rewards expire if unused after approximately three months. The Company allocates revenue to points earned on qualifying purchases and defers recognition of revenue until the rewards are redeemed. The amount of revenue deferred is based on the relative stand-alone selling price method, which includes an estimate for points and rewards not expected to be redeemed based on historical experience.
The Company sells gift cards with no expiration dates to customers. The Company does not charge administrative fees on unused gift cards. The Company recognizes revenue from gift cards when they are redeemed by the customer. In addition, the Company recognizes revenue on unredeemed gift cards when the likelihood of the gift cards being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage). Gift card breakage
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revenue is recognized in proportion to, and over the same period as, actual gift card redemptions. The Company determines the gift card breakage rate based on historical redemption patterns. Gift card breakage revenue is included in Net Sales in the Consolidated Statements of Income.
The Company also recognizes revenues associated with franchise, license, wholesale and sourcing arrangements. Revenue recognized under franchise and license arrangements generally consists of royalties earned and recognized upon sale of merchandise by franchise and license partners to retail customers. Revenue is generally recognized under wholesale and sourcing arrangements at the time the title passes to the partner.
Costs of Goods Sold, Buying and Occupancy
The Company’s Costs of Goods Sold include merchandise costs, net of discounts and allowances, freight, tariffs and inventory shrinkage. The Company’s Buying and Occupancy Expenses primarily include; occupancy costs, including rent, common area maintenance, real estate taxes, utilities, maintenance, and fulfillment expenses; depreciation for the Company’s retail stores, warehouses, fulfillment facilities and equipment; and payroll, benefit costs and operating expenses for its buying departments and distribution network.
General, Administrative and Store Operating Expenses
The Company’s General, Administrative and Store Operating Expenses is comprised of Selling, Marketing, and General and Administrative expenses. Selling Expenses include payroll and benefit costs for the Company’s stores and other costs associated with operating stores and e-commerce sites. Marketing Expenses include costs associated with the Company’s marketing and advertising activities. General and Administrative Expenses include payroll and benefit costs for the Company’s administrative departments (including home office and corporate functions), general corporate expenses, and most of the Company’s technology expenses.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates, and the Company revises its estimates and assumptions as new information becomes available.
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 criteria and further clarifies the threshold entities apply to begin capitalizing costs. This standard is effective for annual reporting of fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted. This standard can be applied prospectively, retrospectively or through a modified transition approach. The Company is currently evaluating the impacts of adopting this standard.

2. 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 Company’s 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
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of February 1, 2025. The Company recognized $ 125 million as revenue in 2025 from amounts recorded as deferred revenue at the beginning of the Company’s 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 Company’s Net Sales outside of the U.S. include sales from Company-operated stores and its e-commerce site in Canada, royalties associated with franchised stores and wholesale sales. Certain of these sales are subject to the impact of fluctuations in foreign currency. The Company’s Net Sales outside of the U.S. totaled $ 707 million in 2025, $ 691 million in 2024 and $ 723 million in 2023.

3. Net Income Per Share
Net Income per Basic Share is computed based on the weighted-average number of common shares outstanding. Net Income per Diluted Share includes the weighted-average effect of dilutive restricted share units, performance share units and stock options (collectively, “Dilutive Awards”) on the weighted-average common shares outstanding.
The following table provides the weighted-average shares utilized for the calculation of Net Income per Basic and Diluted Share for 2025, 2024 and 2023:

2025 2024 2023
(in millions)
Common Shares 223   235   243  
Treasury Shares ( 15 ) ( 15 ) ( 15 )
Basic Shares 208   220   228  
Effect of Dilutive Awards 1   1   1  
Diluted Shares 209   221   229  
Anti-dilutive Awards (a) —   1   —  
________________
(a) These awards were excluded from the calculation of Net Income per Diluted Share because their inclusion would have been anti-dilutive.

4. Inventories
The following table provides details of Inventories as of January 31, 2026 and February 1, 2025:

January 31,
2026 February 1,
2025
(in millions)
Finished Goods Merchandise $ 545   $ 589  
Raw Materials and Merchandise Components 154   145  
Total Inventories $ 699   $ 734  

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5. Long-lived Assets
The following table provides details of Property and Equipment, Net as of January 31, 2026 and February 1, 2025:

January 31,
2026 February 1,
2025
(in millions)
Land and Improvements $ 92   $ 87  
Buildings and Improvements 327   323  
Furniture, Fixtures, Software and Equipment 1,974   1,879  
Leasehold Improvements 934   891  
Construction in Progress 36   37  
Total 3,363   3,217  
Accumulated Depreciation and Amortization ( 2,236 ) ( 2,090 )
Property and Equipment, Net $ 1,127   $ 1,127  

Depreciation expense was $ 254 million in 2025, $ 282 million in 2024 and $ 269 million in 2023. Capital Expenditures of $ 34 million and $ 24 million remained unpaid as of January 31, 2026 and February 1, 2025, respectively.
The Company’s internationally-based long-lived assets, including operating lease assets, were $ 138 million as of January 31, 2026 and $ 131 million as of February 1, 2025.

6. 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.
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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 Company’s 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 result of new or modified Lease Liabilities, net of terminations 193   91   185  
 ________________
(a) These payments are included within the Operating Activities section of the Consolidated Statements of Cash Flows.
Finance Leases
The Company leases certain fulfillment equipment under finance leases that expire at various dates through 2030. The Company records finance lease assets, net of accumulated amortization, in Property and Equipment, Net on the Consolidated Balance Sheets. Additionally, the Company records finance lease liabilities in Accrued Expenses and Other and Other Long-term Liabilities on the Consolidated Balance Sheets. Finance lease costs are comprised of the straight-line amortization of the lease asset and the accretion of interest expense under the effective interest method. The Company’s finance lease costs, assets and liabilities were not significant for any period presented.

7. Intangible Assets
Goodwill
The Company’s 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 Company’s 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.

8. Other Assets and Liabilities
The following table provides additional information about the composition of Other Current Assets as of January 31, 2026 and February 1, 2025:

January 31,
2026 February 1,
2025
(in millions)
Prepaid Expenses $ 81   $ 79  
Other 25   35  
Total Other Current Assets $ 106   $ 114  

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The following table provides additional information about the composition of Accrued Expenses and Other as of January 31, 2026 and February 1, 2025:

January 31,
2026 February 1,
2025
(in millions)
Deferred Revenue $ 223   $ 197  
Compensation, Payroll Taxes and Benefits 63   78  
Interest 62   63  
Taxes, Other than Income 22   23  
Rent 25   29  
Accrued Claims on Self-insured Activities 34   34  
Accrued Marketing 9   33  
Other 141   127  
Total Accrued Expenses and Other $ 579   $ 584  

9. Income Taxes
Current income tax expense represents the amounts expected to be reported on the Company’s 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 Company’s 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 Company’s 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  

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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   3.8 %
Foreign Tax Effects 14   1.6 %
Effect of Cross-Border Tax Laws ( 3 ) ( 0.3 %)
Tax Credits ( 3 ) ( 0.3 %)
Changes in Valuation Allowances 1   0.1 %
Nontaxable or Nondeductible Items 5   0.5 %
Changes in Unrecognized Tax Benefits —   — %
Effective Tax Rate $ 233   26.4 %
 ________________
(a) State and local taxes in California, New York, Illinois, New Jersey, Tennessee, Florida, and Pennsylvania contributed to the majority of the tax effect in this category.
The following table provides the reconciliation between the statutory federal income tax rate and the effective tax rate for 2024 and 2023:

2024 2023
Federal Income Tax Rate 21.0 % 21.0 %
State Income Taxes, Net of Federal Income Tax Effect 4.4 % 4.0 %
Impact of Non-U.S. Operations 0.9 % 0.2 %
Change in Valuation Allowance ( 4.2 %) ( 11.0 %)
Share-based Compensation — % 0.1 %
Uncertain Tax Positions 0.3 % — %
Other Items, Net — % ( 0.4 %)
Effective Tax Rate 22.4 % 13.9 %

Deferred Taxes
Deferred tax assets and liabilities represent the future effects on income taxes resulting from temporary differences and carryforwards at the end of the respective year.
The following table provides the effect of temporary differences that cause deferred income taxes as of January 31, 2026 and February 1, 2025:

  January 31, 2026 February 1, 2025
Assets Liabilities Total Assets Liabilities Total
(in millions)
Loss Carryforwards $ 338   $ —  $ 338   $ 367   $ —  $ 367  
Leases 248   ( 236 ) 12   260   ( 247 ) 13  
Capitalized Research and Development —  —  —  37   —  37  
Share-based Compensation 8   —  8   8   —  8  
Property and Equipment 10   ( 130 ) ( 120 ) 7   ( 122 ) ( 115 )
Trade Names —  ( 38 ) ( 38 ) —  ( 38 ) ( 38 )
Other, Net 62   ( 12 ) 50   55   ( 11 ) 44  
Valuation Allowance ( 203 ) —  ( 203 ) ( 210 ) —  ( 210 )
Total Deferred Income Taxes $ 463   $ ( 416 ) $ 47   $ 524   $ ( 418 ) $ 106  

As of January 31, 2026, the Company had loss carryforwards of $ 338  million, of which $ 237  million had an indefinite carryforward. The remainder of the U.S. and non-U.S. carryforwards, if unused, will expire at various dates from 2026 through 2040 and 2033 through 2041, re spectively. For certain jurisdictions where the Company has determined that it is more likely
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than not that the loss carryforwards will not be realized, a valuation allowance has been provided on those loss carryforwards as well as other net deferred tax assets.
The following table provides the components of the Company's income tax payments (net of refunds received) for 2025, 2024 and 2023:

2025 2024 2023
(in millions)
U.S. Federal $ 177   $ 294   $ 181  
U.S. State 36   50   45  
Non-U.S. 10   7   5  
Income Tax Payments $ 223   $ 351   $ 231  

Uncertain Tax Positions
The following table summarizes the activity related to the Company’s unrecognized tax benefits for U.S. federal, state and non-U.S. tax jurisdictions for 2025, 2024 and 2023, without interest and penalties:

2025 2024 2023
(in millions)
Gross Unrecognized Tax Benefits, as of the Beginning of the Fiscal Year $ 149   $ 145   $ 149  
Increases to Unrecognized Tax Benefits for Prior Years —   1   1  
Decreases to Unrecognized Tax Benefits for Prior Years —   ( 3 ) ( 7 )
Increases to Unrecognized Tax Benefits as a Result of Current Year Activity 4   12   5  
Decreases to Unrecognized Tax Benefits Relating to Settlements with Taxing Authorities ( 14 ) —   ( 1 )
Decreases to Unrecognized Tax Benefits as a Result of a Lapse of the Applicable Statute of Limitations ( 8 ) ( 6 ) ( 2 )
Gross Unrecognized Tax Benefits, as of the End of the Fiscal Year $ 131   $ 149   $ 145  

Of the total gross unrecognized tax benefits, approximately $ 75 million, $ 91 million and $ 131 million, at January 31, 2026, February 1, 2025, and February 3, 2024, respectively, represent the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. These amounts are net of the offsetting tax effects from other tax jurisdictions.
The Company recognizes interest and penalties related to unrecognized tax benefits as components of income tax expense. The Company recognized an income tax expense from interest and penalties of approximately $ 6 million for 2025, $ 11 million for 2024 and $ 9 million for 2023. The Company had accrued $ 36 million and $ 30 million for the payment of interest and penalties as of January 31, 2026 and February 1, 2025, respectively. Accrued interest and penalties are included within Other Long-term Liabilities on the Consolidated Balance Sheets.
The Company files U.S. federal income tax returns as well as income tax returns in various states and in non-U.S. jurisdictions. The Company is a participant in the Compliance Assurance Process, which is a program made available by the Internal Revenue Service (“IRS”) to certain qualifying large taxpayers, under which participants work collaboratively with the IRS to identify and resolve potential tax issues through open, cooperative and transparent interaction prior to the annual filing of their federal income tax returns. The IRS is currently examining the Company’s 2020 to 2025 consolidated U.S. federal income tax returns.
The Company is also subject to various state and local income tax examinations for the years 2018 to 2024. Finally, the Company is subject to multiple non-U.S. tax jurisdiction examinations for the years 2021 to 2023. In some situations, the Company determines that it does not have a filing requirement in a particular tax jurisdiction. Where no return has been filed, no statute of limitations applies. Accordingly, if a tax jurisdiction reaches a conclusion that a filing requirement does exist, additional years may be reviewed by the tax authority. The Company believes it has appropriately accounted for uncertainties related to this issue.
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10. Long-term Debt and Borrowing Facility
The following table provides the Company’s 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 of Notes
The losses and gains on the extinguishment of debt, which include the write-offs of unamortized issuance costs and discounts, are included in Other Income, Net in the Consolidated Statements of Income. There were no repurchases of outstanding senior notes in 2025.
2024 Repurchases
During 2024, the Company repurchased in the open market and extinguished $ 200 million principal amount of its outstanding senior notes. The aggregate repurchase price for these notes was $ 202 million, resulting in an aggregate pre-tax loss of $ 3 million, including the write-off of unamortized issuance costs and discounts.
During 2024, the Company also completed a make-whole call to repurchase the remaining $ 314 million principal amount of its outstanding 2025 Notes. The repurchase price for these notes was $ 320 million, resulting in a pre-tax loss of $ 7 million, including the write-off of unamortized issuance costs and discounts.
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The following table provides details of the outstanding principal amounts of senior notes repurchased and extinguished during 2024:

2024
(in millions)
2025 Notes $ 314  
2027 Notes 14  
2028 Notes 17  
2029 Notes 17  
2030 Notes 94  
2033 Notes 10  
2035 Notes 10  
2036 Notes 38  

Total $ 514  

Asset-backed Revolving Credit Facility
The Company and certain of the Company’s 100% owned subsidiaries guarantee and pledge collateral to secure an asset-backed revolving credit facility (“ABL Facility”). The ABL Facility, which allows borrowings and letters of credit in U.S. and Canadian dollars, has aggregate commitments of $ 750 million.
In May 2025, the Company entered into an amendment and restatement (“Amendment”) of the ABL Facility. The Amendment removed the interest rate credit spread adjustment of 0.10 %, extended the expiration date from August 2026 to May 2030 and included certain other technical amendments.
Availability under the ABL Facility is the lesser of (i) the borrowing base, determined primarily based on the Company’s eligible U.S. and Canadian credit card receivables, accounts receivable, inventory and eligible real property, or (ii) the aggregate commitment. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitment, the Company is required to repay the outstanding amounts under the ABL Facility to the extent of such excess. As of January 31, 2026, the Company’s borrowing base was $ 482 million and it had no borrowings outstanding under the ABL Facility.
The ABL Facility supports the Company’s letter of credit program. The Company had $ 9 million of outstanding letters of credit as of January 31, 2026 that reduced its availability under the ABL Facility. As of January 31, 2026, the Company’s availability under the ABL Facility was $ 473 million.
As of January 31, 2026, the ABL Facility fees related to committed and unutilized amounts were  0.30 % per annum, and the fees related to outstanding letters of credit were  1.25 % per annum. In addition, the interest rate on outstanding U.S. dollar borrowings was the Term Secured Overnight Financing Rate plus  1.25 % per annum. The interest rate on outstanding Canadian dollar-denominated borrowings was the Canadian Overnight Repo Rate Average plus 1.25 % per annum.
The ABL Facility requires the Company to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 during an event of default or any period commencing on any day when specified excess availability is less than the greater of (i) $ 70 million or (ii) 10 % of the maximum borrowing amount. As of January 31, 2026, the Company was not required to maintain this ratio.

11. Fair Value Measurements
The following table provides a summary of the principal value and estimated fair value of the Company’s 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 Company’s 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 Company’s Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values as of January 31, 2026 because of their short maturities.
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12. 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 Company’s results of operations, financial condition or cash flows.
Lease Guarantees
In connection with the spin-off of Victoria’s 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 Company’s reserves related to these obligations were not significant for any period presented.

13. Shareholders’ Equity (Deficit)
Common Stock Repurchases and Retirements
Under the authority of the Company’s 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.
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Dividends
The Company paid the following dividends during 2025, 2024 and 2023:

Ordinary Dividends Total Paid
(per share) (in millions)
2025
First Quarter $ 0.20   $ 43  
Second Quarter 0.20   42  
Third Quarter 0.20   41  
Fourth Quarter 0.20   41  
2025 Total
$ 0.80   $ 167  
2024
First Quarter $ 0.20   $ 45  
Second Quarter 0.20   45  
Third Quarter 0.20   44  
Fourth Quarter 0.20   43  
2024 Total
$ 0.80   $ 177  
2023
First Quarter $ 0.20   $ 46  
Second Quarter 0.20   46  
Third Quarter 0.20   45  
Fourth Quarter 0.20   45  
2023 Total
$ 0.80   $ 182  

On March 6, 2026, the Company paid its first quarter 2026 ordinary dividend of $ 0.20 per share to stockholders of record at the close of business on February 20, 2026.

14. Share-based Compensation
Plan Summary
In 2020, the Company’s 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 Company’s 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 Expense $ 31   $ 40   $ 43  

The Company recognized incremental tax expense associated with share-based compensation of $ 2 million in 2025 and $ 1  million for 2023. There was no incremental tax expense associated with share-based compensation in 2024.
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Restricted Stock Units and Performance Share Units
The following table provides the Company’s restricted stock unit and performance share unit activity on a combined basis for the year ended January 31, 2026:

Number of
Shares Weighted-average
Grant Date Fair Value
  (in thousands)  
Unvested as of February 1, 2025
2,195   $ 41.69  
Granted 1,762   27.80  
Vested ( 904 ) 41.86  
Cancelled ( 638 ) 35.92  
Unvested as of January 31, 2026
2,415   $ 33.06  

The fair value of restricted stock unit and performance share unit awards is generally based on the market value of the Company’s common stock on the grant date adjusted for anticipated dividend yields. The weighted-average estimated fair value of awards granted was $ 27.80 per share for 2025, $ 44.65 per share for 2024 and $ 35.93 per share for 2023.
The Company’s total intrinsic value of awards that vested was $ 28 million for 2025, $ 50 million for 2024 and $ 31 million for 2023. The Company’s total fair value at grant date of awards that vested was $ 38 million for 2025, $ 48 million for 2024 and $ 36 million 2023.
Tax benefits realized from tax deductions associated with awards that vested were $ 4 million for 2025, $ 8 million for 2024 and $ 6 million for 2023.
As of January 31, 2026, there was $ 29 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted stock and performance share units. This cost is expected to be recognized over a weighted-average period of 1.9 years.

15. Segment Reporting
The Company is managed at the consolidated level and therefore operates and reports as a single segment. The Company’s 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 Company’s 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 million were excluded from Costs of Goods Sold and General and Administrative Expenses, respectively, in the Adjusted Operating Income details provided to the CODM.
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(b) In 2025, the Company recognized aggregate pre-tax costs of $ 15 million due to the transition of certain members of the leadership team, primarily related to severance benefits, which were excluded from General and Administrative Expenses in the Adjusted Operating Income details provided to the CODM.
As a single reportable segment entity, the other disclosures required by ASC 280, Segment Reporting, can be found in the Company’s Consolidated Financial Statements and the Notes thereto, including the Company’s measure of segment assets,
which is total consolidated assets.

16. 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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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.

ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective and designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting . Management’s Report on Internal Control Over Financial Reporting as of January 31, 2026 is set forth in Item 8. Financial Statements and Supplementary Data.
Attestation Report of the Registered Public Accounting Firm . The Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting as of January 31, 2026 is set forth in Item 8. Financial Statements and Supplementary Data.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred in the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.
Securities Trading Plans of Directors and Executive Officers
None of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2025.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information required by Item 10 regarding our directors, executive officers and corporate governance is included in our Proxy Statement related to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. Information regarding compliance with Section 16(A) of the Exchange Act is included in our Proxy Statement related to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
The Company has a written Code of Conduct that applies to members of the Company’s Board and associates, including the Company’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer). The Code of Conduct is available on the Company’s website at www.bbwinc.com (accessible by clicking on the “Investors” link on the main page followed by the “Governance” and “Committee Charters and Governance Materials” links), and a printed copy will be delivered free of charge on request by writing to the Corporate Secretary of the Company at Three Limited Parkway, Columbus, Ohio 43230, c/o Bath & Body Works Legal Department. Any amendments to, or waivers from, a provision of the Company’s Code of Conduct that applies to the Company’s Principal Executive Officer and Principal Financial and Accounting Officer and that relates to any element of the code of ethics enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on the Company’s website at www.bbwinc.com .
The Company has an Insider Trading Policy governing all transactions in the Company’s securities by members of the Company’s Board and associates (including officers), as well as any other person designated by the Chief Legal Officer or Chief Financial Officer. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. For more information, please refer to the Insider Trading Policy incorporated by reference as Exhibit 19 to this Annual Report on Form 10-K, or to disclosure included in our Proxy Statement related to our 2026 Annual Meeting of Stockholders that is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.
Information required by Item 11 regarding executive compensation is included in our Proxy Statement related to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information required by Item 12 regarding the security ownership of certain beneficial owners and management is included in our Proxy Statement related to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
The following table summarizes share and exercise price information about the Company’s equity compensation plans as of January 31, 2026:

Plan category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders 2,652,901  (1) $ 45.33  (2) 12,498,953  (3)
Equity compensation plans not approved by security holders —  —  — 
Total 2,652,901  $ 45.33  12,498,953 
________________
(1) Includes the 2020 Stock Option and Performance Incentive Plan (the “2020 Plan”) and the 2015 Stock Option and Performance Incentive Plan.
(2) Includes the weighted-average exercise price for stock options only.
(3) Includes securities remaining available for future issuance for each of the following plans: the 2020 Plan (10,385,336) and the Associate Stock Purchase Plan (2,113,617).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Information required by Item 13 regarding certain relationships and related transactions is included in our Proxy Statement related to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information required by Item 14 regarding principal accountant fees and services is included in our Proxy Statement related to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.
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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Consolidated Financial Statements

The following consolidated financial statements of Bath & Body Works, Inc. are filed as part of this report under Item 8. Financial Statements and Supplementary Data:

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

Consolidated Statements of Total Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

Schedules have been omitted because they are not required or are not applicable or because the
information required to be set forth therein either is not material or is included in the financial
statements or notes thereto.

(3) List of Exhibits

3 Articles of Incorporation and Bylaws.

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated May 20, 2020), as amended by the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 3, 2021).

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 27, 2024).

4 Instruments Defining the Rights of Security Holders.

4.1 Conformed copy of the Indenture dated as of March 15, 1988 between the Company and The Bank of New York, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-105484) filed on May 22, 2003.

4.2 First Supplemental Indenture dated as of May 31, 2005 among the Company, The Bank of New York and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4.1.2 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-125561) filed on June 6, 2005.

4.3 Second Supplemental Indenture dated as of July 17, 2007 between the Company and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4.1.3 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-146420) filed on October 1, 2007.

4.4 Seventh Supplemental Indenture dated as of March 22, 2013 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., incorporated by reference to Exhibit 4.1.8 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-191968) filed on October 29, 2013.

4.5 Twelfth Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.26 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022.

4.6 Indenture dated as of February 19, 2003 between the Company and The Bank of New York, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-104633) filed on April 18, 2003.

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4.7 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.27 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022.

4.8 Indenture dated as of October 30, 2015 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 3, 2015.

4.9 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.28 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022.

4.10 Indenture, dated as of June 16, 2016, between the Company and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 16, 2016.

4.11 First Supplemental Indenture dated as of June 16, 2016 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 16, 2016.

4.12 Second Supplemental Indenture dated as of January 23, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 23, 2018.

4.13 Third Supplemental Indenture dated as of June 20, 2019 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 24, 2019.

4.14 Fourth Supplemental Indenture dated as of June 30, 2019 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 3, 2019.

4.15 Fifth Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.29 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022.

4.16 Indenture dated as of June 18, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.25 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-227288) filed on September 11, 2018.

4.17 Supplemental Indenture No. 1 dated as of June 29, 2018 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.26 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-227288) filed on September 11, 2018.

4.18 Indenture dated as of September 30, 2020 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 30, 2020.

4.19 First Supplemental Indenture dated as of August 2, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022.

4.20 Second Supplemental Indenture dated as of November 17, 2021 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.36 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022.

4.21 Description of the Registrant’s Securities

10 Material Contracts.

10.1 Form of Indemnification Agreement incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.**

10.2 2015 Stock Option and Performance Incentive Plan, incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-206787) filed on September 4, 2015.**

10.3 2015 Stock Option and Performance Incentive Plan Terms and Conditions of Stock Option Grant, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2015.**

10.4 2020 Stock Option and Performance Incentive Plan, incorporated by reference to Appendix C to the Company’s Proxy Statement dated April 2, 2020.**

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10.5 2020 Stock Option and Performance Incentive Plan Restricted Share Unit Award Agreement (Form of Associate Award), incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021.**

10.6 2020 Stock Option and Performance Incentive Plan Performance Share Unit Award Agreement, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021.**

10.7 2020 Stock Option and Performance Incentive Plan Stock Option Award Agreement, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 1, 2021.**

10.8 2020 Stock Option and Performance Incentive Plan Restricted Share Unit Award Agreement (Form of Director Award Agreement), incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.**

10.9 Amended and Restated 2015 Cash Incentive Compensation Performance Plan, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2022.**

10.10 Cash Incentive Compensation Performance Plan incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended February 3, 2024**

10.11 Associate Stock Purchase Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 13, 2022.**

10.12 Offer Letter between the Company and Daniel Heaf, dated as of May 16, 2025, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2025. **

10.13 Executive Severance Agreement between the Company and Daniel Heaf, dated as of May 16, 2025, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2025. **

10.14 Master Aircraft Time Sharing Agreement between the Company and Daniel Heaf, effective as of September 12, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 1, 2025. **

10.15 Executive Severance Agreement between the Company and Gina Boswell, dated as of December 1, 2022, incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.**

10.16 Offer Letter between the Company and Eva Boratto, dated as of July 18, 2023, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2023.**

10.17 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Eva Boratto, dated as of August 1, 2023, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2023.**

10.18 Executive Severance Agreement between the Company and Eva Boratto, dated as of August 1, 2023, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2023.**

10.19 Letter Agreement between the Company and Eva Boratto, dated July 21, 2025, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 2, 2025.**

10.20 Offer Letter between the Company and Michael Wu, dated as of April 19, 2021, incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.**

10.21 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Michael Wu, dated as of April 19, 2021, incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.**

10.22 Executive Severance Agreement between the Company and Michael Wu, dated as of May 13, 2022, incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.**

10.23 Executive Severance Agreement between the Company and Thomas Mazurek, dated as of May 23, 2022.**

10.24 Confidentiality, Non-Competition and Intellectual Property Agreement between the Company and Thomas Mazurek, dated as of July 20, 2006.**

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10.25 Separation and Distribution Agreement between the Company and Victoria’s Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated August 3, 2021.***

10.26 L Brands to VS Transition Services Agreement between the Company and Victoria’s Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 3, 2021.***

10.27 Amendment No. 1 to L Brands to VS Transition Services Agreement between the Company and Victoria’s Secret & Co., dated as of July 20, 2022, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.***

10.28 Amendment No. 2 to L Brands to VS Transition Services Agreement between the Company and Victoria’s Secret & Co., dated as of January 23, 2023, incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.***

10.29 VS to L Brands Transition Services Agreement between the Company and Victoria’s Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 3, 2021.***

10.30 Amendment No. 1 to VS to L Brands Transition Services Agreement between the Company and Victoria’s Secret & Co., dated as of July 20, 2022, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2022.***

10.31 Amendment No. 2 to VS to L Brands Transition Services Agreement between the Company and Victoria’s Secret & Co., dated as of January 23, 2023, incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended January 28, 2023.***

10.32 Amendment No. 3 to VS to L Brands Transition Services Agreement between the Company and Victoria’s Secret & Co., dated as of July 21, 2023, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 29, 2023.***

10.33 Tax Matters Agreement between the Company and Victoria’s Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated August 3, 2021.

10.34 Employee Matters Agreement between the Company and Victoria’s Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated August 3, 2021.***

10.35 Domestic Transportation Services Agreement between Mast Logistics Services, LLC and Victoria’s Secret & Co., dated as of August 2, 2021, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated August 3, 2021.

10.36 Second Amended and Restated Revolving Credit Agreement by and among Bath & Body Works, Inc. and JPMorgan Chase Bank, N.A., dated May 22, 2025, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated May 22, 2025.

10.37 Annual Incentive Plan . **

19 Bath and Body Works Insider Trading Policy, incorporated by reference to Exhibit 19 to the Company's Form 10-K dated March 14, 2025.

21 Subsidiaries of the Registrant.

22 List of Guarantor Subsidiaries.

23.1 Consent of Ernst & Young LLP.

31.1 Section 302 Certification of CEO.

31.2 Section 302 Certification of CFO.

32 Section 906 Certification (by CEO and CFO).

97 Financial Restatement Compensation Recoupment Policy incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended February 3, 2024.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Definition Linkbase Document

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101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

________________

** Identifies management contracts or compensatory plans or arrangements.
*** Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission.
(b) Exhibits.
The exhibits to this report are listed in section (a)(3) of Item 15 above.
(c) Not applicable.

ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 12, 2026

BATH & BODY WORKS, INC. (Registrant)

By: /s/ EVA C. BORATTO
Eva C. Boratto
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 12, 2026:

Signature Title

/s/ DANIEL J. HEAF Director and Chief Executive Officer
Daniel J. Heaf (Principal Executive Officer)

/s/ EVA C. BORATTO Chief Financial Officer
Eva C. Boratto (Principal Financial Officer and Principal Accounting Officer)

/s/ SARAH E. NASH Chair of the Board of Directors
Sarah E. Nash

/s/ ALESSANDRO BOGLIOLO Director
Alessandro Bogliolo

/s/ LUCY O. BRADY Director
Lucy O. Brady

/s/ FRANCIS A. HONDAL Director
Francis A. Hondal

/s/ DANIELLE M. LEE Director
Danielle M. Lee

/s/ JUAN RAJLIN Director
Juan Rajlin

/s/ STEPHEN D. STEINOUR Director
Stephen D. Steinour

/s/ JAMES K. SYMANCYK Director
James K. Symancyk

/s/ STEVEN E. VOSKUIL Director
Steven E. Voskuil

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