SEC EDGAR · 10-Q

10-Q – 2025-08-28 – 0000701985-25-000030-xbrl.zip

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Omsättning
  • Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 29
  • 2025 2024 2025 2024 | Net Sales $ 1,549 $ 1,526 $ 2,974 $ 2,910 | Costs of Goods Sold, Buying and Occupancy ( 909 ) ( 900 ) ( 1,687 ) ( 1,677 )
  • Share-based Compensation Expense 18 22 | Gain on Sales of Easton Investments — ( 39 )
  • Capital Expenditures ( 93 ) ( 101 ) | Proceeds from Sales of Easton Investments — 50 | Other Investing Activities ( 2 ) 11
  • Seasonality of Business | The Company’s operations are seasonal in nature and consist of two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). Typically, the Company’s sales are highest during the fourth quarter of the fiscal year due to seasonal and holiday-related sales patterns. Due to the seasonal variations in the retail industry, the results of operations for the interim periods are not necessarily indicative of the results expected for the full fiscal year. | Derivative Financial Instruments
  • 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 on the August 2, 2025 Consolidated Balance Sheet. Following this reclassification, the Company’s Easton investments not presented as held for sale were $ 40 million and reported in Other | 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 | Use of Estimates in the Preparation of Financial Statements
  • 2. Revenue Recognition | Accounts receivable, net from revenue-generating activities were $ 75 million as of August 2, 2025, $ 81 million as of February 1, 2025 and $ 87 million as of August 3, 2024. 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.
  • 2. Revenue Recognition | Accounts receivable, net from revenue-generating activities were $ 75 million as of August 2, 2025, $ 81 million as of February 1, 2025 and $ 87 million as of August 3, 2024. 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. | 9
Rörelseresultat
  • General, Administrative and Store Operating Expenses ( 483 ) ( 443 ) ( 920 ) ( 863 ) | Operating Income 157 183 367 370 | Interest Expense ( 68 ) ( 77 ) ( 139 ) ( 159 )
  • 10. Segment Reporting | The Company is managed at the consolidated level and therefore operates and reports as a single segment. During the second quarter of 2025, the Company’s Chief Executive Officer was its Chief Operating Decision Maker (“CODM”), and the measure of profitability included in the financial information regularly provided to the CODM was total Company Adjusted Operating Income, or Operating Income in periods where there are no adjustments. The Company’s CODM assesses Adjusted Operating Income performan | The following table illustrates significant segment expenses that were regularly provided to the CODM for the second quarters of and year-to-date 2025 and 2024:
  • Adjusted General and Administrative Expenses ( 133 ) ( 131 ) ( 264 ) ( 260 ) | Adjusted Operating Income 172 183 382 370 | Leadership Transition Costs (a) ( 15 ) — ( 15 ) —
  • Leadership Transition Costs (a) ( 15 ) — ( 15 ) — | Reported Operating Income $ 157 $ 183 $ 367 $ 370
  • ________________ | (a) In the second quarter of and year-to-date 2025, the Company recognized 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.
  • Executive Overview | In the second quarter of 2025, total Net Sales were $1,549 million, which increased $23 million, or 1.5%, compared to the second quarter of 2024. Total North American Net Sales increased $26 million, primarily due to modest increases in transactions and average dollar sales, partially offset by a $3 million decline in International Net Sales. Our second quarter Operating Income was $157 million, which decreased $26 million, or 13.9%, compared to the second quarter of 2024, and our Operating Inco | For additional information related to our second quarter 2025 financial performance, see “Results of Operations.”
  • Adjusted Financial Information | In addition to our results provided in accordance with GAAP above and throughout this Quarterly Report on Form 10-Q, provided below are non-GAAP measures that presents Operating Income, Net Income and Net Income Per Diluted Share for the second quarters of and year-to-date 2025 and 2024 on an adjusted basis to remove certain items. We believe that these items are not indicative of our operations due to their size and nature. | We use adjusted financial information as key performance measures for the purpose of evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definitions of adjusted financial information may differ from simi
  • 2025 2024 2025 2024 | Reconciliation of Reported Operating Income to Adjusted Operating Income | Reported Operating Income $ 157 $ 183 $ 367 $ 370
Periodens resultat
  • Provision for Income Taxes ( 31 ) ( 1 ) ( 72 ) ( 33 ) | Net Income $ 64 $ 152 $ 169 $ 239 | Net Income per Basic Share $ 0.31 $ 0.68 $ 0.80 $ 1.07
  • Net Income $ 64 $ 152 $ 169 $ 239 | Net Income per Basic Share $ 0.31 $ 0.68 $ 0.80 $ 1.07 | Net Income per Diluted Share $ 0.30 $ 0.68 $ 0.79 $ 1.06
  • Net Income per Basic Share $ 0.31 $ 0.68 $ 0.80 $ 1.07 | Net Income per Diluted Share $ 0.30 $ 0.68 $ 0.79 $ 1.06
  • 2025 2024 2025 2024 | Net Income $ 64 $ 152 $ 169 $ 239 | Other Comprehensive Income (Loss), Net of Tax:
  • 212 $ 113 $ 818 $ 73 $ ( 1,633 ) $ ( 822 ) $ 1 $ ( 1,450 ) | Net Income — — — — 64 — — 64 | Other Comprehensive Income — — — — — — — —
  • 223 $ 119 $ 841 $ 74 $ ( 1,889 ) $ ( 822 ) $ 1 $ ( 1,676 ) | Net Income — — — — 152 — — 152 | Other Comprehensive Income — — — — — — — —
  • 216 $ 115 $ 829 $ 71 $ ( 1,578 ) $ ( 822 ) $ 2 $ ( 1,383 ) | Net Income — — — — 169 — — 169 | Other Comprehensive Income — — — 2 — — — 2
  • 225 $ 120 $ 838 $ 75 $ ( 1,838 ) $ ( 822 ) $ 1 $ ( 1,626 ) | Net Income — — — — 239 — — 239 | Other Comprehensive Loss — — — ( 1 ) — — — ( 1 )
Resultat per aktie
  • 9955522 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) - Shares Utilized for the Calculation of Basic and Diluted Earnings per Share (Details) | link:presentationLink
  • Net Income per Basic Share (in dollars per share) | Earnings Per Share, Basic
  • Earnings Per Share and Shareholders’ Equity (Deficit) | Net Income Per Share and Shareholders’ Equity (Deficit) [Text Block]
  • Net Income Per Share and Shareholders’ Equity (Deficit) [Text Block] | Net Income Per Share and Shareholders’ Equity (Deficit). The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Also includes the enti
  • Net Income per Dilutive Share (in dollars per share) | Earnings Per Share, Diluted
  • Earnings Per Share And Shareholders' Equity [Abstract] | Net Income Per Share and Shareholders’ Equity (Deficit) [Abstract]
  • Anti-dilutive Stock Options and Awards (in shares) | Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
  • Shares Utilized for the Calculation of Basic and Diluted Earnings Per Share | Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
Kassaflöde
  • Foreign Currency Translation — ( 1 ) 6 ( 3 ) | Unrealized Gain (Loss) on Cash Flow Hedges — 1 ( 3 ) 2 | Reclassification of Cash Flow Hedges to Earnings — — ( 1 ) —
  • Unrealized Gain (Loss) on Cash Flow Hedges — 1 ( 3 ) 2 | Reclassification of Cash Flow Hedges to Earnings — — ( 1 ) — | Total Other Comprehensive Income (Loss), Net of Tax — — 2 ( 1 )
  • 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 Sol | Supplier Finance Program
  • Cash Flows | The following table provides a summary of our cash flow activity during year-to-date 2025 and 2024:
  • Operating Activities | Net cash provided by operating activities for year-to-date 2025 was $145 million, including net income of $169 million. Net income included depreciation of $128 million and share-based compensation expense of $18 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant items in working capital were the seasonal changes in Inventories, Income Taxes Payable and Accounts Receivable, with Inv | 22
  • Net cash provided by operating activities for year-to-date 2024 was $30 million, including net income of $239 million. Net income included depreciation of $142 million, impacts to deferred income taxes of $102 million, an aggregate pre-tax gain on sales of certain Easton investments of $39 million and share-based compensation expense of $22 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most sig | Investing Activities
  • Common Stock and Debt Repurchases | Our Board of Directors (our “Board”) will determine share and debt repurchase authorizations, giving consideration to our levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time. We use cash flow generated from operating and financing activities to fund our share and debt repurchase programs. The timing and amount of any repurchases will be | Common Stock Repurchases
  • Dividend Policy and Procedures | Our Board will determine future dividends after giving consideration to our levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time. We use cash flow generated from operating and financing activities to fund our dividends. | We paid the following dividends during the first and second quarters of 2025 and 2024:
Likvida medel
  • Current Assets: | Cash and Cash Equivalents $ 364 $ 674 $ 514 | Accounts Receivable, Net 131 205 146
  • Net Cash Used for Financing Activities ( 362 ) ( 560 ) | Effects of Exchange Rate Changes on Cash and Cash Equivalents 2 — | Net Decrease in Cash and Cash Equivalents ( 310 ) ( 570 )
  • Effects of Exchange Rate Changes on Cash and Cash Equivalents 2 — | Net Decrease in Cash and Cash Equivalents ( 310 ) ( 570 ) | Cash and Cash Equivalents, Beginning of Year 674 1,084
  • Net Decrease in Cash and Cash Equivalents ( 310 ) ( 570 ) | Cash and Cash Equivalents, Beginning of Year 674 1,084 | Cash and Cash Equivalents, End of Period $ 364 $ 514
  • Cash and Cash Equivalents, Beginning of Year 674 1,084 | Cash and Cash Equivalents, End of Period $ 364 $ 514
  • 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.
  • 8. Fair Value Measurements | Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of less than 90 days. The 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 following table provides a summary of the principal value and estimated fair value of the Company’s outstanding debt as of August 2, 2025, February 1, 2025 and August 3, 2024:
  • Liquidity and Capital Resources | Liquidity, or access to cash, is an important factor in determining our financial stability. We are committed to maintaining adequate liquidity. Cash generated from our operating activities provides the primary resources to support current operations, growth initiatives, seasonal funding requirements, future common stock and debt repurchases, and capital expenditures. Our cash provided from operations is impacted by our net income and working capital changes. Our net income is impacted by, among | We repurchased 8.468 million shares of our common stock for $256 million during year-to-date 2025. We may, from time to time, repurchase, or otherwise retire, additional shares of our common stock or debt, as applicable.
Nettoskuld
  • Net Income $ 169 $ 239 | Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | Depreciation of Long-lived Assets 128 142
  • Other Assets and Liabilities ( 21 ) ( 10 ) | Net Cash Provided by Operating Activities 145 30 | Investing Activities:
  • Other Investing Activities ( 2 ) 11 | Net Cash Used for Investing Activities ( 95 ) ( 40 ) | Financing Activities:
  • Other Financing Activities ( 15 ) ( 5 ) | Net Cash Used for Financing Activities ( 362 ) ( 560 ) | Effects of Exchange Rate Changes on Cash and Cash Equivalents 2 —
  • Cash and Cash Equivalents, Beginning of Year $ 674 $ 1,084 | Net Cash Flows Provided by Operating Activities 145 30 | Net Cash Flows Used for Investing Activities (95) (40)
  • Net Cash Flows Provided by Operating Activities 145 30 | Net Cash Flows Used for Investing Activities (95) (40) | Net Cash Flows Used for Financing Activities (362) (560)
  • Net Cash Flows Used for Investing Activities (95) (40) | Net Cash Flows Used for Financing Activities (362) (560) | Effects of Exchange Rate Changes on Cash and Cash Equivalents 2 —
  • Operating Activities | Net cash provided by operating activities for year-to-date 2025 was $145 million, including net income of $169 million. Net income included depreciation of $128 million and share-based compensation expense of $18 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant items in working capital were the seasonal changes in Inventories, Income Taxes Payable and Accounts Receivable, with Inv | 22
Eget kapital
  • Other Long-term Liabilities 235 233 259 | Shareholders’ Equity (Deficit): | Preferred Stock - $ 1.00 par value; 10 shares authorized; none issued
  • ( 822 ) ( 822 ) ( 822 ) | Total Shareholders’ Equity (Deficit) ( 1,548 ) ( 1,385 ) ( 1,719 ) | Noncontrolling Interest 1 2 1
  • 3. Net Income Per Share and Shareholders’ Equity (Deficit) | Net Income Per Share
  • (b) The average price paid per share includes any broker commissions. | (c) For additional share repurchase program information, see Note 3, “Net Income Per Share and Shareholders’ Equity (Deficit)” included in Part I, Item 1. Financial Statements.
  • 9952160 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) | link:presentationLink
  • 9955513 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) (Tables) | link:presentationLink
  • 9955522 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) - Shares Utilized for the Calculation of Basic and Diluted Earnings per Share (Details) | link:presentationLink
  • 9955523 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) - Schedule of Repurchase of Common Stock (Details) | link:presentationLink
Antal aktier
  • — — — | Common Stock - $ 0.50 par value; 1,000 shares authorized; 223 , 231 and 235 shares issued; 208 , 216 and 220 shares outstanding, respectively | 111 115 117
  • 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 the second quarters of and year-to-date 2025 and 2024:
  • Paid per | Share (b) Total Number of Shares Purchased as Part of Publicly Announced Programs (c) Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Programs (c) | (in thousands) (in thousands)
  • _______________ | (a) The total number of shares repurchased includes shares repurchased as part of publicly announced programs, with the remainder relating to shares in connection with tax payments due upon vesting of associate restricted share and performance share unit awards and the use of our stock to pay the exercise price on associate stock options. | (b) The average price paid per share includes any broker commissions.
  • Treasury Shares (in shares) | Weighted Average Number of Shares, Treasury Stock
  • Entity Common Stock, Shares Outstanding | Entity Common Stock, Shares Outstanding
  • Common Stock, shares outstanding (in shares) | Beginning Balance (in shares)
  • Common Stock - $0.50 par value; 1,000 shares authorized; 223, 231 and 235 shares issued; 208, 216 and 220 shares outstanding, respectively | Common Stock, Value, Issued
Antal anställda
  • (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Fulltext

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________________________________
FORM 10-Q
 _________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 2, 2025
OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             
Commission file number 1-8344
 _________________________________
BATH & BODY WORKS, INC.
(Exact name of registrant as specified in its charter)
 _______________________________

Delaware 31-1029810
(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification No.)
Three Limited Parkway
Columbus, Ohio 43230
(Address of principal executive offices) (Zip Code)
(614) 415-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes     ☒    No   ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ☒    No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Smaller reporting company ☐ Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes   ☐     No   ☒
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.50 Par Value BBWI The New York Stock Exchange

As of August 22, 2025, the number of outstanding shares of the Registrant’s common stock was 206,187,576 shares.

Table of Contents

BATH & BODY WORKS, INC. ®
TABLE OF CONTENTS
 

  Page No.
Part I. Financial Information

Item 1. Financial Statements *

Consolidated Statements of Income (Unaudited)
3

Consolidated Statements of Comprehensive Income (Unaudited)
3

Consolidated Balance Sheets as of August 2 , 2025 (Unaudited), February 1, 2025 and August 3 , 2024 (Unaudited)
4

Consolidated Statements of Total Equity (Deficit) (Unaudited)
5

Consolidated Statements of Cash Flows (Unaudited)
7

Notes to Consolidated Financial Statements (Unaudited)
8

Report of Independent Registered Public Accounting Firm
16

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
17

Item 3. Quantitative and Qualitative Disclosures About Market Risk
27

Item 4. Controls and Procedures
28

Part II. Other Information
29

Item 1. Legal Proceedings
29

Item 1A. Risk Factors
29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
29

Item 3. Defaults Upon Senior Securities
29

Item 4. Mine Safety Disclosures
29

Item 5. Other Information
29

Item 6. Exhibits
30

Signature
31

 

* The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “second quarter of 2025” and “second quarter of 2024” refer to the thirteen-week periods ended August 2, 2025 and August 3, 2024, respectively. “Year-to-date 2025” and “year-to-date 2024” refer to the twenty-six-week periods ended August 2, 2025 and August 3, 2024, respectively.
 

2

Table of Contents

PART I—FINANCIAL INFORMATION
 

Item 1. FINANCIAL STATEMENTS

BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
(Unaudited)
 

  Second Quarter Year-to-Date
  2025 2024 2025 2024
Net Sales $ 1,549   $ 1,526   $ 2,974   $ 2,910  
Costs of Goods Sold, Buying and Occupancy ( 909 ) ( 900 ) ( 1,687 ) ( 1,677 )
Gross Profit 640   626   1,287   1,233  
General, Administrative and Store Operating Expenses ( 483 ) ( 443 ) ( 920 ) ( 863 )
Operating Income 157   183   367   370  
Interest Expense ( 68 ) ( 77 ) ( 139 ) ( 159 )
Other Income, Net 6   47   13   61  
Income Before Income Taxes 95   153   241   272  
Provision for Income Taxes ( 31 ) ( 1 ) ( 72 ) ( 33 )
Net Income $ 64   $ 152   $ 169   $ 239  
Net Income per Basic Share $ 0.31   $ 0.68   $ 0.80   $ 1.07  
Net Income per Diluted Share $ 0.30   $ 0.68   $ 0.79   $ 1.06  

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

Second Quarter Year-to-Date
2025 2024 2025 2024
Net Income $ 64   $ 152   $ 169   $ 239  
Other Comprehensive Income (Loss), Net of Tax:
   Foreign Currency Translation —   ( 1 ) 6   ( 3 )
   Unrealized Gain (Loss) on Cash Flow Hedges —   1   ( 3 ) 2  
   Reclassification of Cash Flow Hedges to Earnings —   —   ( 1 ) —  
Total Other Comprehensive Income (Loss), Net of Tax —   —   2   ( 1 )
Total Comprehensive Income $ 64   $ 152   $ 171   $ 238  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
3

Table of Contents

BATH & BODY WORKS, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except par value amounts)

August 2,
2025 February 1,
2025 August 3,
2024
(Unaudited) (Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents $ 364   $ 674   $ 514  
Accounts Receivable, Net 131   205   146  
Inventories 977   734   863  
Easton Assets Held for Sale 81   96   —  
Other 153   114   143  
Total Current Assets 1,706   1,823   1,666  
Property and Equipment, Net 1,124   1,127   1,166  
Operating Lease Assets 984   949   1,043  
Goodwill 628   628   628  
Trade Name 165   165   165  
Deferred Income Taxes 133   130   143  
Other Assets 74   50   137  
Total Assets $ 4,814   $ 4,872   $ 4,948  
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable $ 567   $ 338   $ 411  
Accrued Expenses and Other 541   584   526  
Current Debt —   —   313  
Current Operating Lease Liabilities 194   192   186  
Income Taxes 1   117   61  
Total Current Liabilities 1,303   1,231   1,497  
Deferred Income Taxes 23   24   45  
Long-term Debt 3,888   3,884   3,881  
Long-term Operating Lease Liabilities 912   883   984  
Other Long-term Liabilities 235   233   259  
Shareholders’ Equity (Deficit):
Preferred Stock - $ 1.00 par value; 10 shares authorized; none issued
—   —   —  
Common Stock - $ 0.50 par value; 1,000 shares authorized; 223 , 231 and 235 shares issued; 208 , 216 and 220 shares outstanding, respectively
111   115   117  
Paid-in Capital 806   829   830  
Accumulated Other Comprehensive Income 73   71   74  
Retained Earnings (Accumulated Deficit) ( 1,716 ) ( 1,578 ) ( 1,918 )
Less: Treasury Stock, at Average Cost; 15 , 15 and 15 shares, respectively
( 822 ) ( 822 ) ( 822 )
Total Shareholders’ Equity (Deficit) ( 1,548 ) ( 1,385 ) ( 1,719 )
Noncontrolling Interest 1   2   1  
Total Equity (Deficit) ( 1,547 ) ( 1,383 ) ( 1,718 )
Total Liabilities and Equity (Deficit) $ 4,814   $ 4,872   $ 4,948  

The accompanying Notes are an integral part of these Consolidated Financial Statements.
4

Table of Contents

BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF TOTAL EQUITY (DEFICIT)
(in millions, except per share amounts)
(Unaudited)

Second Quarter 2025

  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, May 3, 2025
212   $ 113   $ 818   $ 73   $ ( 1,633 ) $ ( 822 ) $ 1   $ ( 1,450 )
Net Income —  —  —  —  64   —  —  64  
Other Comprehensive Income —  —  —  —   —  —  —  —  
Total Comprehensive Income —  —  —  —   64   —  —  64  
Cash Dividends ($ 0.20 per share)
—  —  —  —  ( 42 ) —  —  ( 42 )
Repurchases of Common Stock ( 4 ) —  —  —  —  ( 121 ) —  ( 121 )
Treasury Share Retirement —  ( 2 ) ( 14 ) —   ( 105 ) 121   —  —  
Share-based Compensation and Other —  —  2   —  —  —  —   2  
Balance, August 2, 2025
208   $ 111   $ 806   $ 73   $ ( 1,716 ) $ ( 822 ) $ 1   $ ( 1,547 )

Second Quarter 2024

  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, May 4, 2024
223   $ 119   $ 841   $ 74   $ ( 1,889 ) $ ( 822 ) $ 1   $ ( 1,676 )
Net Income —  —  —  —  152   —  —  152  
Other Comprehensive Income —  —  —  —   —  —  —  —  
Total Comprehensive Income —  —  —  —   152   —  —  152  
Cash Dividends ($ 0.20 per share)
—  —  —  —  ( 45 ) —  —  ( 45 )
Repurchases of Common Stock ( 4 ) —  —  —  —  ( 150 ) —  ( 150 )
Treasury Share Retirement —  ( 2 ) ( 12 ) —  ( 136 ) 150   —  —  
Share-based Compensation and Other 1   —  1   —  —  —  —  1  
Balance, August 3, 2024
220   $ 117   $ 830   $ 74   $ ( 1,918 ) $ ( 822 ) $ 1   $ ( 1,718 )

The accompanying Notes are an integral part of these Consolidated Financial Statements.
5

Table of Contents

BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF TOTAL EQUITY (DEFICIT)
(in millions, except per share amounts)
(Unaudited)

Year-to-Date 2025

  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, February 1, 2025
216   $ 115   $ 829   $ 71   $ ( 1,578 ) $ ( 822 ) $ 2   $ ( 1,383 )
Net Income —  —  —  —  169   —  —  169  
Other Comprehensive Income —  —  —  2   —   —  —  2  
Total Comprehensive Income —  —  —  2   169   —  —  171  
Cash Dividends ($ 0.40 per share)
—  —  —  —  ( 85 ) —  —  ( 85 )
Repurchases of Common Stock ( 8 ) —  —  —  —  ( 256 ) —  ( 256 )
Treasury Share Retirement —  ( 4 ) ( 30 ) —  ( 222 ) 256   —  —  
Share-based Compensation and Other —  —  7   —  —  —  ( 1 ) 6  
Balance, August 2, 2025
208   $ 111   $ 806   $ 73   $ ( 1,716 ) $ ( 822 ) $ 1   $ ( 1,547 )

Year-to-Date 2024

  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, February 3, 2024
225   $ 120   $ 838   $ 75   $ ( 1,838 ) $ ( 822 ) $ 1   $ ( 1,626 )
Net Income —  —  —  —  239   —  —  239  
Other Comprehensive Loss —  —  —  ( 1 ) —  —  —  ( 1 )
Total Comprehensive Income —  —  —  ( 1 ) 239   —  —  238  
Cash Dividends ($ 0.40 per share)
—  —  —  —  ( 90 ) —  —  ( 90 )
Repurchases of Common Stock ( 6 ) —  —  —  —  ( 249 ) —  ( 249 )
Treasury Share Retirement —  ( 3 ) ( 17 ) —  ( 229 ) 249   —  —  
Share-based Compensation and Other 1   —  9   —  —  —  —  9  
Balance, August 3, 2024
220   $ 117   $ 830   $ 74   $ ( 1,918 ) $ ( 822 ) $ 1   $ ( 1,718 )

The accompanying Notes are an integral part of these Consolidated Financial Statements.

6

Table of Contents

BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
  Year-to-Date
  2025 2024
Operating Activities:
Net Income $ 169   $ 239  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation of Long-lived Assets 128   142  
Share-based Compensation Expense 18   22  
Gain on Sales of Easton Investments —   ( 39 )

Deferred Income Taxes ( 1 ) ( 102 )
Changes in Assets and Liabilities:
Accounts Receivable 75   78  
Inventories ( 241 ) ( 154 )
Accounts Payable, Accrued Expenses and Other 157   ( 67 )
Income Taxes Payable ( 139 ) ( 79 )
Other Assets and Liabilities ( 21 ) ( 10 )
Net Cash Provided by Operating Activities 145   30  
Investing Activities:
Capital Expenditures ( 93 ) ( 101 )
Proceeds from Sales of Easton Investments —   50  
Other Investing Activities ( 2 ) 11  
Net Cash Used for Investing Activities ( 95 ) ( 40 )
Financing Activities:
Payments for Long-term Debt —   ( 202 )
Repurchases of Common Stock ( 254 ) ( 248 )
Dividends Paid ( 85 ) ( 90 )
Tax Payments Related to Share-based Awards ( 8 ) ( 15 )
Other Financing Activities ( 15 ) ( 5 )
Net Cash Used for Financing Activities ( 362 ) ( 560 )
Effects of Exchange Rate Changes on Cash and Cash Equivalents 2   —  
Net Decrease in Cash and Cash Equivalents ( 310 ) ( 570 )
Cash and Cash Equivalents, Beginning of Year 674   1,084  
Cash and Cash Equivalents, End of Period $ 364   $ 514  

 
The accompanying Notes are an integral part of these Consolidated Financial Statements.
7

Table of Contents

BATH & BODY WORKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Description of Business and Basis of Presentation
Description of Business
Bath & Body Works, Inc. (the “Company”) is a global omnichannel retailer focused on 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 websites and other channels, under the Bath & Body Works®, White Barn® and other brand names. The Company’s international business is conducted through franchise, license and wholesale partners.
Fiscal Year
The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “second quarter of 2025” and “second quarter of 2024” refer to the thirteen-week periods ended August 2, 2025 and August 3, 2024, respectively. “Year-to-date 2025” and “year-to-date 2024” refer to the twenty-six-week periods ended August 2, 2025 and August 3, 2024, respectively. References to “quarter” and “year” each refer to the fiscal calendar period.
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.
Interim Financial Statements
The Consolidated Financial Statements as of and for the periods ended August 2, 2025 and August 3, 2024 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company’s 2024 Annual Report on Form 10-K.
In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments that are of a normal recurring nature and necessary for a fair presentation of the results for the interim periods.
Seasonality of Business
The Company’s operations are seasonal in nature and consist of two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). Typically, the Company’s sales are highest during the fourth quarter of the fiscal year due to seasonal and holiday-related sales patterns. Due to the seasonal variations in the retail industry, the results of operations for the interim periods are not necessarily indicative of the results expected for the full fiscal year.
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. 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
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Flows. Amounts due under the SCF program were $ 90 million and $ 7 million as of August 2, 2025 and February 1, 2025, respectively.
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.
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 August 2, 2025 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 on the August 2, 2025 Consolidated Balance Sheet. Following this reclassification, the Company’s Easton investments not presented as held for sale were $ 40 million and reported in Other Assets as of August 2, 2025. The Company’s Easton investments not presented as held for sale and reported in Other Assets were $ 26 million as of February 1, 2025 and $ 121 million as of August 3, 2024.
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 of $ 50 million at the closing of these sales, and recognized a pre-tax gain of $ 39 million, which is included in Other Income, Net, in the 2024 Consolidated Statements of Income.
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 , that requires enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting this standard on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , that 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.

2. Revenue Recognition
Accounts receivable, net from revenue-generating activities were $ 75 million as of August 2, 2025, $ 81 million as of February 1, 2025 and $ 87 million as of August 3, 2024. 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.
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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 $ 172 million as of August 2, 2025, $ 197 million as of February 1, 2025 and $ 166 million as of August 3, 2024. The Company recognized $ 87 million as revenue year-to-date 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 the second quarters of and year-to-date 2025 and 2024:

Second Quarter Year-to-Date
2025 2024 2025 2024
(in millions)
Stores - U.S. and Canada (a) $ 1,196   $ 1,140   $ 2,307   $ 2,205  
Direct - U.S. and Canada 267   297   517   558  
International (b) 86   89   150   147  
Total Net Sales $ 1,549   $ 1,526   $ 2,974   $ 2,910  
_______________
(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 $ 167  million and $ 164  million for the second quarters of 2025 and 2024, respectively, and $ 299  million and $ 289  million for year-to-date 2025 and 2024, respectively .

3. Net Income Per Share and Shareholders’ Equity (Deficit)
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 the second quarters of and year-to-date 2025 and 2024:

  Second Quarter Year-to-Date
2025 2024 2025 2024
(in millions)

Common Shares 225   237   227   239  
Treasury Shares ( 15 ) ( 15 ) ( 15 ) ( 15 )
Basic Shares 210   222   212   224  
Effect of Dilutive Awards 1   1   1   1  
Diluted Shares 211   223   213   225  
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.
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Common Stock Repurchases and Retirements
Under the authority of the Company’s Board of Directors, the Company repurchased shares of its common stock under the following repurchase programs during year-to-date 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   4,921   $ 17   210   $ 37.67   42.72  
January 2025 500   8,008   NA 239   NA 29.78   NA
Total 8,468   5,763   $ 256   $ 249  

The January 2024 Program had $ 139 million of remaining authority as of February 1, 2025. There were share repurchases of $ 1 million as of February 1, 2025 and $ 2 million as of August 3, 2024 reflected in Accounts Payable on the Consolidated Balance Sheets.
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. There were share repurchases of $ 3 million as of August 2, 2025 reflected in Accounts Payable on the Consolidated Balance Sheet. The January 2025 Program had $ 262 million of remaining authority as of August 2, 2025.
Shares repurchased under these programs are retired and cancelled upon repurchase. As a result, the Company retired the 8.468  million and 5.763  million shares repurchased during year-to-date 2025 and 2024, respectively.
Dividends
The Company paid the following dividends during the first and second quarters of 2025 and 2024:

Ordinary Dividends Total Paid
(per share) (in millions)
2025
First Quarter $ 0.20   $ 43  
Second Quarter 0.20   42  

Total $ 0.40   $ 85  
2024
First Quarter $ 0.20   $ 45  
Second Quarter 0.20   45  

Total $ 0.40   $ 90  

In August 2025, the Company declared its third quarter 2025 ordinary dividend of $ 0.20 per share payable on September 5, 2025 to shareholders of record at the close of business on August 22, 2025.

4. Inventories
The following table provides details of Inventories as of August 2, 2025, February 1, 2025 and August 3, 2024:

August 2,
2025 February 1,
2025 August 3,
2024
(in millions)
Finished Goods Merchandise $ 724   $ 589   $ 669  
Raw Materials and Merchandise Components 253   145   194  
Total Inventories $ 977   $ 734   $ 863  

Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis.
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5. Long-lived Assets
The following table provides details of Property and Equipment, Net as of August 2, 2025, February 1, 2025 and August 3, 2024:

August 2,
2025 February 1,
2025 August 3,
2024
(in millions)
Property and Equipment, at Cost $ 3,310   $ 3,217   $ 3,171  
Accumulated Depreciation and Amortization ( 2,186 ) ( 2,090 ) ( 2,005 )
Property and Equipment, Net $ 1,124   $ 1,127   $ 1,166  

Depreciation expense was $ 64 million and $ 71 million for the second quarters of 2025 and 2024, respectively. Depreciation expense was $ 128 million and $ 142 million for year-to-date 2025 and 2024, respectively. Capital Expenditures of $ 51 million and $ 24 million remained unpaid as of August 2, 2025 and February 1, 2025, respectively.

6. Income Taxes
The provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for quarterly events.
For the second quarter of 2025, the Company’s effective tax rate was 32.3 % compared to 0.9 % in the second quarter of 2024. The 2025 second quarter rate was higher than the Company’s combined estimated federal and state statutory rates largely due to the transition of certain members of the leadership team, primarily related to severance benefits. The 2024 second quarter rate was lower than the Company’s combined estimated federal and state statutory rates primarily due to the sales of Easton investments during the quarter, which resulted in the release of a valuation allowance on a deferred tax asset.
For year-to-date 2025, the Company’s effective tax rate was 29.9 % compared to 12.1 % for year-to-date 2024. The 2025 year-to-date rate was higher than the Company’s combined estimated federal and state statutory rates largely due to accrued interest expense related to unrecognized tax benefits and the transition of certain members of the leadership team, primarily related to severance benefits. The 2024 year-to-date rate was lower than the Company’s combined estimated federal and state statutory rates primarily due to the sales of Easton investments during the period, which resulted in the release of a valuation allowance on a deferred tax asset.
Income taxes paid were $ 207 million and $ 203 million for year-to-date 2025 and 2024, respectively.
On July 4, 2025, H.R.1 was enacted in the U.S., which includes various tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions, and provisions allowing accelerated tax deductions for qualified property and research expenditures. This legislation did not have a material impact to the Company’s results of operations, financial condition or cash flows as of and for the twenty-six week period ended August 2, 2025.
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7. Long-term Debt and Borrowing Facility
The following table provides the Company’s outstanding Long-term Debt balances, net of unamortized debt issuance costs and discounts, as of August 2, 2025, February 1, 2025 and August 3, 2024:

August 2,
2025 February 1,
2025 August 3,
2024
(in millions)
Senior Debt with Subsidiary Guarantee
$ 500 million, 9.375 % Fixed Interest Rate Notes due July 2025 (“2025 Notes”)
$ —   $ —   $ 313  
$ 284 million, 6.694 % Fixed Interest Rate Notes due January 2027 (“2027 Notes”)
278   277   275  
$ 444 million, 5.250 % Fixed Interest Rate Notes due February 2028 (“2028 Notes”)
443   443   443  
$ 482 million, 7.500 % Fixed Interest Rate Notes due June 2029 (“2029 Notes”)
477   476   475  
$ 844 million, 6.625 % Fixed Interest Rate Notes due October 2030 (“2030 Notes”)
839   838   838  
$ 802 million, 6.875 % Fixed Interest Rate Notes due November 2035 (“2035 Notes”)
797   796   796  
$ 575 million, 6.750 % Fixed Interest Rate Notes due July 2036 (“2036 Notes”)
571   571   571  
Total Senior Debt with Subsidiary Guarantee 3,405   3,401   3,711  
Senior Debt
$ 284 million, 6.950 % Fixed Interest Rate Debentures due March 2033 (“2033 Notes”)
283   283   283  
$ 201 million, 7.600 % Fixed Interest Rate Notes due July 2037 (“2037 Notes”)
200   200   200  
Total Senior Debt 483   483   483  
Total Debt 3,888   3,884   4,194  
Current Debt —   —   ( 313 )
Total Long-term Debt, Net of Current Portion $ 3,888   $ 3,884   $ 3,881  

Cash paid for interest was $ 143 million and $ 152 million for year-to-date 2025 and 2024, respectively.
Repurchases of Notes
The Company did not repurchase any outstanding senior notes during the second quarter of and year-to-date 2025.
During the second quarter of and year-to-date 2024, the Company repurchased in the open market and extinguished $ 91 million and $ 200 million principal amounts of its outstanding senior notes, respectively. The aggregate repurchase price for these notes was $ 92 million and $ 202 million for the second quarter of and year-to-date 2024, respectively, resulting in pre-tax losses of $ 2 million and $ 3 million, including the write-off of unamortized issuance costs, during the second quarter of and year-to-date 2024, respectively. These losses are included in Other Income, Net, in the 2024 Consolidated Statements of Income.
The following table provides details of the outstanding principal amounts of senior notes repurchased and extinguished during the second quarter, year-to-date and full year of 2024:

Second Quarter Year-to-Date Full Year

(in millions)
2025 Notes $ —   $ —   $ 314  
2027 Notes 14   14   14  
2028 Notes 7   17   17  
2029 Notes 10   17   17  
2030 Notes 56   94   94  
2033 Notes —   10   10  
2035 Notes 4   10   10  
2036 Notes —   38   38  

Total $ 91   $ 200   $ 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.
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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 August 2, 2025, the Company’s borrowing base was $ 683 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 August 2, 2025 that reduced its availability under the ABL Facility. As of August 2, 2025, the Company’s availability under the ABL Facility was $ 674 million.
As of August 2, 2025, 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 August 2, 2025, the Company was not required to maintain this ratio.

8. Fair Value Measurements
Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of less than 90 days. The 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 following table provides a summary of the principal value and estimated fair value of the Company’s outstanding debt as of August 2, 2025, February 1, 2025 and August 3, 2024:

August 2,
2025 February 1,
2025 August 3,
2024
(in millions)
Principal Value $ 3,916   $ 3,916   $ 4,230  
Fair Value, Estimated (a) 3,992   3,986   4,241  

   _______________
(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 Accounting Standards Codification 820, Fair Value Measurement . The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Management believes that the carrying values of the Company’s Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values because of their short maturities.

9. 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 $ 224 million as of August 2, 2025 related to lease payments under the current terms of noncancelable leases, primarily related to office space, expiring at various dates through 2037. These obligations include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the spin-off. The Company’s reserves related to these obligations were not significant for any period presented.
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10. Segment Reporting
The Company is managed at the consolidated level and therefore operates and reports as a single segment. During the second quarter of 2025, the Company’s Chief Executive Officer was its Chief Operating Decision Maker (“CODM”), and the measure of profitability included in the financial information regularly provided to the CODM was total Company Adjusted Operating Income, or Operating Income in periods where there are no adjustments. The 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 for the second quarters of and year-to-date 2025 and 2024:

Second Quarter Year-to-Date
2025 2024 2025 2024
  (in millions)
Net Sales $ 1,549   $ 1,526   $ 2,974   $ 2,910  
Cost of Goods Sold ( 631 ) ( 623 ) ( 1,140 ) ( 1,131 )
Buying and Occupancy ( 278 ) ( 277 ) ( 547 ) ( 546 )
Gross Profit 640   626   1,287   1,233  
Selling Expenses ( 282 ) ( 261 ) ( 538 ) ( 508 )
Marketing Expenses ( 53 ) ( 51 ) ( 103 ) ( 95 )
Adjusted General and Administrative Expenses ( 133 ) ( 131 ) ( 264 ) ( 260 )
Adjusted Operating Income 172   183   382   370  
Leadership Transition Costs (a) ( 15 ) —   ( 15 ) —  
Reported Operating Income $ 157   $ 183   $ 367   $ 370  

 ________________
(a) In the second quarter of and year-to-date 2025, the Company recognized 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.
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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Bath & Body Works, Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheets of Bath & Body Works, Inc. (the Company) as of August 2, 2025 and August 3, 2024, the related consolidated statements of income, comprehensive income, and total equity (deficit) for the thirteen and twenty-six week periods ended August 2, 2025 and August 3, 2024, the consolidated statements of cash flows for the twenty-six week periods ended August 2, 2025 and August 3, 2024, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of February 1, 2025, and the related consolidated statements of income, comprehensive income, total equity (deficit), and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated March 14, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of February 1, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results
These financial statements are the responsibility of the Company’s management. 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 SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP
Grandview Heights, Ohio
August 28, 2025

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SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION ACT OF 1995
We caution that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this report or made by our Company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential,” “target,” “goal” and any similar expressions may identify forward-looking statements. There are risks, uncertainties and other factors that in some cases have affected and, in the future, could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by the Company or our management. These factors can be found in Item 1A. Risk Factors in our 2024 Annual Report on Form 10-K, and our subsequent filings.
We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this report to reflect circumstances existing after the date of this report or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.
We announce material financial and operational information using our investor relations website, press releases, SEC filings and public conference calls and webcasts. Information about the Company, our business and our results of operations may also be announced by posts on our accounts on social media channels, including the following: Facebook, Instagram, X, LinkedIn, Pinterest, TikTok and YouTube. The information contained on, or that can be accessed through, our social media channels and our website is deemed not to be incorporated in this Quarterly Report on Form 10-Q or to be a part of this Quarterly Report on Form 10-Q. The information that we post through these social media channels and on our website may be deemed material. As a result, we encourage investors, the media and others interested in the Company to monitor these social media channels in addition to following our investor relations website, press releases, SEC filings and public conference calls and webcasts. The list of social media channels we use may be updated from time to time on our investor relations website.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as codified in the Accounting Standards Codification. The following information should be read in conjunction with our financial statements and the related notes included in Part I, Item 1. Financial Statements in this Quarterly Report on Form 10-Q.
Executive Overview
In the second quarter of 2025, total Net Sales were $1,549 million, which increased $23 million, or 1.5%, compared to the second quarter of 2024. Total North American Net Sales increased $26 million, primarily due to modest increases in transactions and average dollar sales, partially offset by a $3 million decline in International Net Sales. Our second quarter Operating Income was $157 million, which decreased $26 million, or 13.9%, compared to the second quarter of 2024, and our Operating Income rate (expressed as a percentage of Net Sales) decreased to 10.2% from 12.0%. The Operating Income rate decrease was primarily due to higher General, Administrative and Store Operating Expenses driven by leadership transition costs, partially offset by an increase in the Gross Profit rate.
For additional information related to our second quarter 2025 financial performance, see “Results of Operations.”
Outlook
We expect consumers to remain cautious and value-seeking, with intentional purchasing behavior that prioritizes personal well-being and convenience, while spending selectively. We believe that our brand, stores, loyalty members, passionate store associates and a predominantly U.S. based vertically integrated supply chain form a strong foundation, and our investments in recent years have strengthened this foundation. In order to deliver durable and profitable growth and drive long-term shareholder value, we are taking swift action in the short-term while we actively shape our long-term strategy by making strategic moves that resonate with both current and future customers. We are focused on elevating our owned digital platform to meet the expectations of today’s consumers by enhancing functionality and storytelling, which we believe will boost brand equity and direct channel sales. We are also amplifying our efficacy message by more clearly communicating claims and modernizing packaging to better reflect key product attributes, such as efficacy, safety, and emotional benefits, especially to younger and ingredient-conscious consumers, reinforcing the value of our products. Finally, we are focused on putting our product in the path of the consumer by strategically and thoughtfully exploring new forms of distribution beyond the owned channels we currently sell through to reach and engage new and younger consumers and drive brand discovery.
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We expect consumer sentiment to remain volatile as the broad-based tariffs imposed by the U.S. government, and threatened or imposed retaliatory measures by other countries, have increased macroeconomic uncertainty in global markets and we are actively monitoring the changes in shifting trade policies and related market disruptions. We believe our vertically integrated, predominantly U.S. based supply chain positions us well to compete in the current environment and to absorb the impacts of tariffs at the existing levels in the current year. We also believe we have the ability to further mitigate these costs over time through strategic sourcing, operational efficiencies, and other targeted initiatives. Continued changes in trade policies and disruptions could have substantial impacts on the global economy and may magnify the impact of the risks to our business described in our Annual Report on Form 10-K.

Adjusted Financial Information
In addition to our results provided in accordance with GAAP above and throughout this Quarterly Report on Form 10-Q, provided below are non-GAAP measures that presents Operating Income, Net Income and Net Income Per Diluted Share for the second quarters of and year-to-date 2025 and 2024 on an adjusted basis to remove certain items. We believe that these items are not indicative of our operations due to their size and nature.
We use adjusted financial information as key performance measures for the purpose of evaluating performance internally. These non-GAAP measures are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definitions of adjusted financial information may differ from similarly titled measures used by other companies.
The table below reconciles our GAAP financial measures to our non-GAAP financial measures:

(in millions, except per share amounts) Second Quarter Year-to-Date
2025 2024 2025 2024
Reconciliation of Reported Operating Income to Adjusted Operating Income
Reported Operating Income $ 157  $ 183  $ 367  $ 370 
Leadership Transition Costs (a) 15  —  15  — 
Adjusted Operating Income $ 172  $ 183  $ 382  $ 370 

Reconciliation of Reported Net Income to Adjusted Net Income
Reported Net Income $ 64  $ 152  $ 169  $ 239 
Leadership Transition Costs (a) 15  —  15  — 
Gain on Sales of Easton Investments (b) —  (39) —  (39)
Tax Effect of Adjustments (1) 14  (1) 14 
Tax Benefit from Valuation Allowance Release (c) —  (44) —  (44)
Adjusted Net Income $ 78  $ 83  $ 183  $ 170 

Reconciliation of Reported Net Income Per Diluted Share to Adjusted Net Income Per Diluted Share
Reported Net Income Per Diluted Share $ 0.30  $ 0.68  $ 0.79  $ 1.06 
Leadership Transition Costs (a) 0.07  —  0.07  — 
Gain on Sales of Easton Investments (b) —  (0.18) —  (0.18)
Tax Effect of Adjustments (0.01) 0.06  (0.01) 0.06 
Tax Benefit from Valuation Allowance Release (c) —  (0.20) —  (0.19)
Adjusted Net Income Per Diluted Share $ 0.37  $ 0.37  $ 0.86  $ 0.76 
 ________________
(a) In the second quarter of 2025, we recognized pre-tax costs of $15 million (after-tax costs of $14 million) due to the transition of certain members of the leadership team, primarily related to severance benefits.
(b) In the second quarter of 2024, we sold our investments in Easton Town Center and Easton Gateway, resulting in an aggregate pre-tax gain of $39 million (after-tax gain of $25 million). For additional information, see Note 1, “Description of Business and Basis of Presentation” included in Part I, Item 1. Financial Statements.
(c) In the second quarter of 2024, we recognized a $44 million tax benefit related to the release of a valuation allowance on a deferred tax asset.

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Company-operated Stores
The following table compares Company-operated U.S. store data for the second quarters of and year-to-date 2025 and 2024:

Second Quarter Year-to-Date
2025 2024 % Change 2025 2024 % Change
Sales per Average Selling Square Foot (a) $ 220  $ 216  2 % $ 427  $ 420  2 %
Sales per Average Store (in thousands) (a) $ 627  $ 613  2 % $ 1,216  $ 1,188  2 %
Average Store Size (selling square feet) 2,844  2,833  — %
Total Selling Square Feet (in thousands) 5,094  4,989  2 %
 ________________
(a) Sales per average selling square foot and sales per average store, which are indicators of store productivity, are calculated based on store sales for the period divided by the average, including the beginning and end of period, of total selling square footage and store count, respectively.
The following table represents Company-operated store activity for year-to-date 2025:

Stores Stores
February 1, 2025 Opened Closed August 2, 2025
United States 1,782  33  (24) 1,791 
Canada 113  —  —  113 
Total 1,895  33  (24) 1,904 

Partner-operated Stores
The following table represents Partner-operated store activity for year-to-date 2025:

Stores Stores
February 1, 2025 Opened Closed August 2, 2025
International 494  25  (18) 501 
International - Travel Retail 35  3  (2) 36 
Total International (a) 529  28  (20) 537 
________________
(a) Includes store locations only and does not include kiosks, shop-in-shops, gondola or beauty counter locations.

Results of Operations
Second Quarter of 2025 Compared to the Second Quarter of 2024
Net Sales
The following table provides Net Sales for the second quarter of 2025 in comparison to the second quarter of 2024:

2025 2024 % Change
(in millions)  
Stores - U.S. and Canada (a) $ 1,196  $ 1,140  4.9 %
Direct - U.S. and Canada 267  297  (10.1 %)
International (b) 86  89  (2.9 %)
Total Net Sales $ 1,549  $ 1,526  1.5 %
 _______________
(a) Results include fulfilled buy online pick up in store (“BOPIS”) orders.
(b) Results include royalties associated with franchised stores and wholesale sales.
For the second quarter of 2025, total Net Sales were $1,549 million and increased $23 million, or 1.5%, compared to the second quarter of 2024. Stores Net Sales increased $56 million, or 4.9%, primarily driven by an increase in transactions due to an increase in BOPIS fulfilled orders (which are recognized as store Net Sales) and new store growth, and an increase in average dollar sales. Direct Net Sales decreased $30 million, or 10.1%, driven by a decline in fulfilled orders, which was primarily due to our customers continuing to select our BOPIS option, partially offset by an increase in average order size. International Net Sales decreased $3 million, or 2.9%.
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Gross Profit
For the second quarter of 2025, our Gross Profit increased $14 million compared to the second quarter of 2024, to $640 million, and our Gross Profit rate (expressed as a percentage of Net Sales) increased to 41.3%, from 41.0% in the second quarter of 2024. Gross Profit dollars increased due to higher Net Sales, and the Gross Profit rate increased due to leverage on Occupancy Expenses largely driven by the exit of a third-party fulfillment center. The second quarter of 2025 merchandise margin rate was flat to the second quarter of 2024, as strategic pricing and strong cost management mitigated the impact from tariffs.
General, Administrative and Store Operating Expenses
The following table provides detail for our General, Administrative and Store Operating Expenses for the second quarter of 2025 compared to the second quarter of 2024:

2025 2024 Change
(in millions) % of Net Sales (in millions) % of Net Sales (in millions) % of Net Sales
Selling Expenses $ 282  18.2 % $ 261  17.1 % $ 21  1.1 %
Marketing Expenses 53  3.4 % 51  3.3 % 3  0.1 %
General and Administrative Expenses 148  9.5 % 131  8.6 % 16  0.9 %
Total $ 483  31.1 % $ 443  29.1 % $ 40  2.0 %

For the second quarter of 2025, our total General, Administrative and Store Operating Expenses increased $40 million compared to the second quarter of 2024, to $483 million, and the rate (expressed as a percentage of Net Sales) increased to 31.1% from 29.1% in the second quarter of 2024. Selling Expenses increased primarily due to higher payroll related costs, mainly driven by investments in wages and new stores, and higher healthcare costs. General and Administrative Expenses increased primarily due to $15 million of costs related to the transition of certain members of the leadership team, primarily related to severance benefits.
The General, Administrative and Store Operating Expense rate increased primarily due to the leadership transition costs, increase in payroll related costs, and higher healthcare costs.
Other Income and Expenses
Interest Expense
The following table provides the average daily borrowings and average borrowing rates for the second quarters of 2025 and 2024:

2025 2024
Average daily borrowings (in millions) $ 3,916  $ 4,258 
Average borrowing rate 7.1 % 7.3 %

For the second quarter of 2025, our Interest Expense was $68 million, compared to $77 million in the second quarter of 2024. The decrease was due to lower average daily borrowings and borrowing rate, which were driven by the early extinguishment of outstanding notes in fiscal year 2024.
Other Income, Net
For the second quarter of 2025, our Other Income, Net was $6 million, compared to $47 million in the second quarter of 2024. In the second quarter of 2024, Other Income, Net included an aggregate $39 million pre-tax gain on sales of certain Easton investments as well as a $2 million pre-tax loss on extinguishment of debt. The remaining decrease is primarily due to lower interest income on invested cash in the second quarter of 2025.
Provision for Income Taxes
For the second quarter of 2025, our effective tax rate was 32.3% compared to 0.9% in the second quarter of 2024. The 2025 second quarter rate was higher than our combined estimated federal and state statutory rates largely due to the transition of certain members of the leadership team, primarily related to severance benefits. The 2024 second quarter rate was lower than our combined estimated federal and state statutory rates primarily due to the sales of Easton investments during the quarter, which resulted in the release of a valuation allowance on a deferred tax asset.

Results of Operations
Year-to-Date 2025 Compared to Year-to-Date 2024
For year-to-date 2025, Operating Income decreased $3 million to $367 million, from $370 million year-to-date 2024, and the Operating Income rate (expressed as a percentage of Net Sales) decreased to 12.3% from 12.7%. The drivers of the year-to-date Operating Income results are discussed in the following sections.
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Net Sales
The following table provides Net Sales for year-to-date 2025 in comparison to year-to-date 2024:

2025 2024 % Change
(in millions)  
Stores - U.S. and Canada (a) $ 2,307  $ 2,205  4.6 %
Direct - U.S. and Canada 517  558  (7.4 %)
International (b) 150  147  2.3 %
Total Net Sales $ 2,974  $ 2,910  2.2 %

 _______________
(a) Results include fulfilled BOPIS orders.
(b) Results include royalties associated with franchised stores and wholesale sales.
For year-to-date 2025, Net Sales were $2,974 million and increased $64 million, or 2.2%, compared to year-to-date 2024. Stores Net Sales increased $102 million, or 4.6%, primarily driven by an increase in transactions due to an increase in BOPIS fulfilled orders (which are recognized as store Net Sales) and new store growth, and an increase in average dollar sales. Direct Net Sales decreased $41 million, or 7.4%, driven by a decline in fulfilled orders, which was primarily due to our customers continuing to select our BOPIS option, partially offset by an increase in average order size. International Net Sales increased $3 million, or 2.3%.
Gross Profit
For year-to-date 2025, our Gross Profit increased $54 million compared to year-to-date 2024, to $1,287 million, and our Gross Profit rate (expressed as a percentage of Net Sales) increased to 43.3% from 42.4% year-to-date 2024. Gross Profit dollars increased due to higher Net Sales as well as merchandise margin rate improvement, driven by strategic pricing and strong cost management partially offset by the impact from tariffs.
Gross Profit rate increased due to the merchandise margin rate improvement as well as leverage on Occupancy Expenses largely due to exit of a third-party fulfillment center and Net Sales growth.
General, Administrative and Store Operating Expenses
The following table provides detail for our General, Administrative and Store Operating Expenses for year-to-date 2025 compared to year-to-date 2024:

2025 2024 Change
(in millions) % of Net Sales (in millions) % of Net Sales (in millions) % of Net Sales
Selling Expenses $ 538  18.1 % $ 508  17.5 % $ 30  0.6 %
Marketing Expenses 103  3.5 % 95  3.3 % 8  0.2 %
General and Administrative Expenses 279  9.4 % 260  8.9 % 19  0.5 %
Total $ 920  30.9 % $ 863  29.6 % $ 57  1.3 %

For year-to-date 2025, our General, Administrative and Store Operating Expenses increased $57 million compared to year-to-date 2024, to $920 million, and the rate (expressed as a percentage of Net Sales) increased to 30.9% from 29.6% year-to-date 2024. Selling Expenses increased primarily due to higher payroll related costs, mainly driven by investments in wages and new stores, and higher healthcare costs. General and Administrative Expenses increased primarily due to $15 million of costs related to the transition of certain members of the leadership team, primarily related to severance benefits, as well as associate wages.
The General, Administrative and Store Operating Expense rate increased primarily due to the increase in payroll related costs, leadership transition costs and higher healthcare costs as well as incremental investments in marketing.
Other Income and Expenses
Interest Expense
The following table provides the average daily borrowings and average borrowing rates for year-to-date 2025 and 2024:

2025 2024
Average daily borrowings (in millions) $ 3,916  $ 4,322 
Average borrowing rate 7.1 % 7.3 %

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For year-to-date 2025, our Interest Expense was $139 million, compared to $159 million for year-to-date 2024. The decrease was due to lower average daily borrowings and borrowing rate, which were driven by the early extinguishment of outstanding notes in fiscal year 2024.
Other Income, Net
For year-to-date 2025, our Other Income, Net was $13 million, compared to $61 million for year-to-date 2024. In year-to-date 2024, Other Income, Net included an aggregate $39 million pre-tax gain on sales of certain Easton investments as well as a $3 million pre-tax loss on extinguishment of debt. The remaining decrease is primarily due to lower interest income on invested cash in year-to-date 2025.
Provision for Income Taxes
For year-to-date 2025, our effective tax rate was 29.9% compared to 12.1% for year-to-date 2024. The 2025 year-to-date rate was higher than our combined estimated federal and state statutory rates largely due to accrued interest expense related to unrecognized tax benefits and the transition of certain members of the leadership team, primarily related to severance benefits. The 2024 year-to-date rate was lower than our combined estimated federal and state statutory rates primarily due to the sales of Easton investments, which resulted in the release of a valuation allowance on a deferred tax asset.

FINANCIAL CONDITION
Liquidity and Capital Resources
Liquidity, or access to cash, is an important factor in determining our financial stability. We are committed to maintaining adequate liquidity. Cash generated from our operating activities provides the primary resources to support current operations, growth initiatives, seasonal funding requirements, future common stock and debt repurchases, and capital expenditures. Our cash provided from operations is impacted by our net income and working capital changes. Our net income is impacted by, among other things, sales volume, seasonal sales patterns, success of new product introductions and product and market expansions, profit margins, income taxes and inflationary pressures. Typically, our sales are highest during the fourth quarter of the fiscal year due to seasonal and holiday-related sales patterns. Generally, our need for working capital peaks during the summer and fall months as inventory builds in anticipation of the holiday period. Our cash and cash equivalents held by foreign subsidiaries were $123 million as of August 2, 2025.
We repurchased 8.468 million shares of our common stock for $256 million during year-to-date 2025. We may, from time to time, repurchase, or otherwise retire, additional shares of our common stock or debt, as applicable.
We believe that our current cash position, our cash flows generated from operations and our borrowing capacity under our asset-backed revolving credit facility (“ABL Facility”) will be sufficient to meet our liquidity needs, including capital expenditure requirements, for at least the next twelve months.
Cash Flows
The following table provides a summary of our cash flow activity during year-to-date 2025 and 2024:

2025 2024
(in millions)
Cash and Cash Equivalents, Beginning of Year $ 674  $ 1,084 
Net Cash Flows Provided by Operating Activities 145  30 
Net Cash Flows Used for Investing Activities (95) (40)
Net Cash Flows Used for Financing Activities (362) (560)
Effects of Exchange Rate Changes on Cash and Cash Equivalents 2  — 
Net Decrease in Cash and Cash Equivalents (310) (570)
Cash and Cash Equivalents, End of Period $ 364  $ 514 

Operating Activities
Net cash provided by operating activities for year-to-date 2025 was $145 million, including net income of $169 million. Net income included depreciation of $128 million and share-based compensation expense of $18 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant items in working capital were the seasonal changes in Inventories, Income Taxes Payable and Accounts Receivable, with Inventories also impacted by the higher tariff levels in the current year. Accounts Payable, Accrued Expenses and Other provided a cash flow benefit primarily due to our efforts to improve working capital.
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Net cash provided by operating activities for year-to-date 2024 was $30 million, including net income of $239 million. Net income included depreciation of $142 million, impacts to deferred income taxes of $102 million, an aggregate pre-tax gain on sales of certain Easton investments of $39 million and share-based compensation expense of $22 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant items in working capital were the seasonal changes in Inventories, Income Taxes Payable, and Accounts Receivable, and the change in Accounts Payable, Accrued Expenses and Other.
Investing Activities
Net cash used for investing activities for year-to-date 2025 was $95 million, primarily related to capital expenditures. The capital expenditures included approximately $60 million related to new off-mall stores and remodels of existing stores and approximately $20 million for various technology projects primarily to support the growth and profitability of our business.
Net cash used for investing activities for year-to-date 2024 was $40 million primarily related to capital expenditures of $101 million, partially offset by aggregate cash proceeds of $50 million related to the sales of certain Easton investments. The capital expenditures included approximately $75 million related to new, primarily off-mall, stores and remodels of existing stores, approximately $15 million for various technology projects primarily to support the growth and profitability of our business and approximately $10 million related to distribution and logistics capabilities.
In 2025, our top priority remains driving sustainable, long-term, profitable growth through strategic investments in the business. To support this, we continue to plan capital expenditures of approximately $250 million to $270 million during the year, with a focus on real estate and technology.
Financing Activities
Net cash used for financing activities during year-to-date 2025 was $362 million, primarily consisting of $254 million for share repurchases and dividend payments of $0.40 per share, or $85 million.
Net cash used for financing activities for year-to-date 2024 was $560 million, primarily consisting of $248 million for share repurchases, $202 million for open market debt repurchases, dividend payments of $0.40 per share, or $90 million and $15 million of tax payments related to share-based awards.
Common Stock and Debt Repurchases
Our Board of Directors (our “Board”) will determine share and debt repurchase authorizations, giving consideration to our levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time. We use cash flow generated from operating and financing activities to fund our share and debt repurchase programs. The timing and amount of any repurchases will be made at our discretion, taking into account a number of factors, including market conditions.
Common Stock Repurchases
Under the authority of our Board of Directors, we repurchased shares of our common stock under the following repurchase programs during year-to-date 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  4,921  $ 17  210  $ 37.67  42.72 
January 2025 500  8,008  NA 239  NA 29.78  NA
Total 8,468  5,763  $ 256  $ 249 

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The January 2024 Program had $139 million of remaining authority as of February 1, 2025. There were share repurchases of $1 million as of February 1, 2025 and $2 million as of August 3, 2024 reflected in Accounts Payable on the Consolidated Balance Sheets.
On February 27, 2025, we cancelled the remaining $121 million authorization available under the January 2024 Program and began repurchasing shares under the January 2025 Program. There were share repurchases of $3 million as of August 2, 2025 reflected in Accounts Payable on the Consolidated Balance Sheet. The January 2025 Program had $262 million of remaining authority as of August 2, 2025.
Dividend Policy and Procedures
Our Board will determine future dividends after giving consideration to our levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time. We use cash flow generated from operating and financing activities to fund our dividends.
We paid the following dividends during the first and second quarters of 2025 and 2024:
Ordinary Dividends Total Paid
(per share) (in millions)
2025
First Quarter $ 0.20  $ 43 
Second Quarter 0.20  42 

Total $ 0.40  $ 85 
2024
First Quarter $ 0.20  $ 45 
Second Quarter 0.20  45 

Total $ 0.40  $ 90 

In August 2025, we declared our third quarter 2025 ordinary dividend of $0.20 per share payable on September 5, 2025 to shareholders of record at the close of business on August 22, 2025.
Long-term Debt and Borrowing Facility
The following table provides our outstanding Long-term Debt balances, net of unamortized debt issuance costs and discounts, as of August 2, 2025, February 1, 2025 and August 3, 2024:

August 2,
2025 February 1,
2025 August 3,
2024
(in millions)
Senior Debt with Subsidiary Guarantee
$500 million, 9.375% Fixed Interest Rate Notes due July 2025 (“2025 Notes”)
$ —  $ —  $ 313 
$284 million, 6.694% Fixed Interest Rate Notes due January 2027 (“2027 Notes”)
278  277  275 
$444 million, 5.250% Fixed Interest Rate Notes due February 2028 (“2028 Notes”)
443  443  443 
$482 million, 7.500% Fixed Interest Rate Notes due June 2029 (“2029 Notes”)
477  476  475 
$844 million, 6.625% Fixed Interest Rate Notes due October 2030 (“2030 Notes”)
839  838  838 
$802 million, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)
797  796  796 
$575 million, 6.750% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)
571  571  571 
Total Senior Debt with Subsidiary Guarantee 3,405  3,401  3,711 
Senior Debt
$284 million, 6.950% Fixed Interest Rate Debentures due March 2033 (“2033 Notes”)
283  283  283 
$201 million, 7.600% Fixed Interest Rate Notes due July 2037 (“2037 Notes”)
200  200  200 
Total Senior Debt 483  483  483 
Total Debt 3,888  3,884  4,194 
Current Debt —  —  (313)
Total Long-term Debt, Net of Current Portion $ 3,888  $ 3,884  $ 3,881 

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Cash paid for interest was $143 million and $152 million for year-to-date 2025 and 2024, respectively.
Repurchases of Notes
We did not repurchase any outstanding senior notes during the second quarter of and year-to-date 2025.
During the second quarter of and year-to-date 2024, we repurchased in the open market and extinguished $91 million and $200 million principal amounts of our outstanding senior notes, respectively. The aggregate repurchase price for these notes was $92 million and $202 million for the second quarter of and year-to-date 2024, respectively, resulting in pre-tax losses of $2 million and $3 million, including the write-off of unamortized issuance costs, during the second quarter of and year-to-date 2024, respectively. These losses are included in Other Income, Net in the 2024 Consolidated Statements of Income.
The following table provides details of the outstanding principal amounts of senior notes repurchased and extinguished during the second quarter, year-to-date and full year of 2024:

Second Quarter Year-to-Date Full Year

(in millions)
2025 Notes $ —  $ —  $ 314 
2027 Notes 14  14  14 
2028 Notes 7  17  17 
2029 Notes 10  17  17 
2030 Notes 56  94  94 
2033 Notes —  10  10 
2035 Notes 4  10  10 
2036 Notes —  38  38 

Total $ 91  $ 200  $ 514 

Asset-backed Revolving Credit Facility
We and certain of our 100% owned subsidiaries guarantee and pledge collateral to secure the 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, we 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 our 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, we are required to repay the outstanding amounts under the ABL Facility to the extent of such excess. As of August 2, 2025, our borrowing base was $683 million, and we had no borrowings outstanding under the ABL Facility.
The ABL Facility supports our letter of credit program. We had $9 million of outstanding letters of credit as of August 2, 2025 that reduced our availability under the ABL Facility. As of August 2, 2025, our availability under the ABL Facility was $674 million.
As of August 2, 2025, 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 us 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 August 2, 2025, we were not required to maintain this ratio.
Credit Ratings
The following table provides our credit ratings as of August 2, 2025:

  Moody’s S&P
Corporate Ba2 BB+
Senior Unsecured Debt with Subsidiary Guarantee Ba2 BB+
Senior Unsecured Debt B1 BB-
Outlook Stable Stable

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Guarantor Summarized Financial Information
Certain of our subsidiaries, which are listed on Exhibit 22 to this Quarterly Report on Form 10-Q, have guaranteed our obligations under the 2027 Notes, 2028 Notes, 2029 Notes, 2030 Notes, 2035 Notes and 2036 Notes (collectively, the “Notes”).
The Notes have been issued by Bath & Body Works, Inc. (the “Parent Company”). The Notes are its senior unsecured obligations and rank equally in right of payment with all of our existing and future senior unsecured obligations, are senior to any of our future subordinated indebtedness, are effectively subordinated to all of our existing and future indebtedness that is secured by a lien and are structurally subordinated to all existing and future obligations of each of our subsidiaries that do not guarantee the Notes.
The Notes are fully and unconditionally guaranteed on a joint and several basis by certain of our wholly-owned subsidiaries, including certain subsidiaries that also guarantee our obligations under our ABL Facility (such guarantees, the “Guarantees”; and, such guaranteeing subsidiaries, the “Subsidiary Guarantors”). The Guarantees of the Subsidiary Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions. Each Guarantee is limited, by its terms, to an amount not to exceed the maximum amount that can be guaranteed by the applicable Subsidiary Guarantor subject to avoidance under applicable fraudulent conveyance provisions of U.S. and non-U.S. law.
The following tables set forth summarized financial information for the Parent Company and the Subsidiary Guarantors on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company and the Subsidiary Guarantors and (ii) investments in and equity in the earnings of non-Guarantor subsidiaries.

SUMMARIZED BALANCE SHEETS August 2,
2025 February 1,
2025
(in millions)
ASSETS
Current Assets (a) $ 2,031  $ 2,075 
Noncurrent Assets 2,441  2,411 

LIABILITIES
Current Liabilities (b) $ 2,527  $ 2,394 
Noncurrent Liabilities (c) 4,941  4,898 

 _______________
(a) Includes amounts due from non-Guarantor subsidiaries of $588 million and $572 million as of August 2, 2025 and February 1, 2025, respectively.
(b) Includes amounts due to non-Guarantor subsidiaries of $1.467 billion and $1.421 billion as of August 2, 2025 and February 1, 2025, respectively.
(c) Includes amounts due to non-Guarantor subsidiaries of $25 million as of August 2, 2025.

YEAR-TO-DATE 2025 SUMMARIZED STATEMENT OF INCOME
(in millions)
Net Sales (a) $ 2,821 
Gross Profit 1,200 
Operating Income 338 
Income Before Income Taxes 210 
Net Income 145 

 _______________
(a) Includes Net Sales of $72 million to non-Guarantor subsidiaries.

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Contingent Liabilities and Contractual Obligations
Lease Guarantees
In connection with the spin-off of Victoria’s Secret & Co., we had remaining contingent obligations of $224 million as of August 2, 2025 related to lease payments under the current terms of noncancelable leases, primarily related to office space, expiring at various dates through 2037. These obligations include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the spin-off. Our reserves related to these obligations were not significant for any period presented.
Contractual Obligations
Our contractual obligations primarily consist of long-term debt and the related interest payments, operating leases, purchase orders for merchandise inventory and other long-term obligations. These contractual obligations impact our short-term and long-term liquidity and capital resource needs. There have been no material changes in our contractual obligations subsequent to February 1, 2025, as discussed in “Contingent Liabilities and Contractual Obligations” in our 2024 Annual Report on Form 10-K. Certain of our contractual obligations may fluctuate during the normal course of business (primarily changes in our merchandise inventory-related purchase obligations which fluctuate throughout the year as a result of the seasonal nature of our business).

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 , that 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 are currently evaluating the impact of adopting this standard on our disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , that 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.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with GAAP 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, including revenue associated with our loyalty program. Management bases our estimates and judgments on historical experience and various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates.
There have been no material changes to the critical accounting policies and estimates disclosed in our 2024 Annual Report on Form 10-K.

Item 3. 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.
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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 outstanding Long-term Debt as of August 2, 2025 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.
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 August 2, 2025, February 1, 2025 and August 3, 2024:
August 2,
2025 February 1,
2025 August 3,
2024
(in millions)
Principal Value $ 3,916  $ 3,916  $ 4,230 
Fair Value, Estimated (a) 3,992  3,986  4,241 
 _______________
(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 August 2, 2025, we believe that the carrying values of our Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values because of their short maturities.

Item 4. 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 Securities Exchange Act of 1934, as amended (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 Securities and Exchange Commission (“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.
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred in the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
28

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PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
We are a defendant in a variety of lawsuits 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. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, our current legal proceedings are not expected to have a material adverse effect on our results of operations, financial condition or cash flows.

Item 1A. RISK FACTORS
The risk factors that affect our business and financial results are discussed in Item 1A. Risk Factors in our 2024 Annual Report on Form 10-K. We wish to caution the reader that the risk factors discussed in Item 1A. Risk Factors in our 2024 Annual Report on Form 10-K and those described elsewhere in this report or other SEC filings could cause actual results to differ materially from those stated in any forward-looking statements.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides the repurchases of our common stock during the second quarter of 2025:

Fiscal Period Total
Number of
Shares
Purchased (a) Average Price
Paid per
Share (b) Total Number of Shares Purchased as Part of Publicly Announced Programs (c) Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Programs (c)
  (in thousands)   (in thousands)
May 2025 608  $ 29.32  517  $ 367,301 
June 2025 2,258  27.76  2,252  304,798 
July 2025 1,382  31.50  1,373  261,510 
Total 4,248  4,142 
 _______________
(a) The total number of shares repurchased includes shares repurchased as part of publicly announced programs, with the remainder relating to shares in connection with tax payments due upon vesting of associate restricted share and performance share unit awards and the use of our stock to pay the exercise price on associate stock options.
(b) The average price paid per share includes any broker commissions.
(c) For additional share repurchase program information, see Note 3, “Net Income Per Share and Shareholders’ Equity (Deficit)” included in Part I, Item 1. Financial Statements.

Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.

Item 4. MINE SAFETY DISCLOSURES
Not applicable.

Item 5. 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 second quarter of 2025.
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Item 6. EXHIBITS

Exhibits    

10.1
Letter Agreement between the Company and Eva Boratto, dated July 21, 2025.

15
Letter regarding Unaudited Interim Financial Information regarding Incorporation of Report of Independent Registered Public Accounting Firm.

22
List of Guarantor Subsidiaries.

31.1
Section 302 Certification of CEO.

31.2
Section 302 Certification of CFO.

32
Section 906 Certification (by CEO and CFO).

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.

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).

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SIGNATURE
Pursuant to the requirements 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.  

BATH & BODY WORKS, INC.

(Registrant)
By: /s/ EVA C. BORATTO
  Eva C. Boratto
Chief Financial Officer *

Date: August 28, 2025
*    Ms. Boratto is the principal financial officer and the principal accounting officer and has been duly authorized to sign on behalf of the Registrant.

31

0000001 - Document - Cover
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9952151 - Statement - CONSOLIDATED STATEMENTS OF INCOME
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9952152 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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9952153 - Statement - CONSOLIDATED BALANCE SHEETS
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9952154 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical)
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9952155 - Statement - CONSOLIDATED STATEMENTS OF TOTAL EQUITY (DEFICIT)
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9952156 - Statement - CONSOLIDATED STATEMENTS OF TOTAL EQUITY (DEFICIT) (Parenthetical)
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9952157 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS
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9952158 - Disclosure - Description of Business and Basis of Presentation
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9952159 - Disclosure - Revenue Recognition
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9952160 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit)
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9952161 - Disclosure - Inventories
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9952162 - Disclosure - Long-Lived Assets
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9952163 - Disclosure - Income Taxes
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9952164 - Disclosure - Long-term Debt and Borrowing Facilities
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9952165 - Disclosure - Fair Value Measurements
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9952166 - Disclosure - Commitments and Contingencies
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9952167 - Disclosure - Segment Reporting
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9955511 - Disclosure - Description of Business and Basis of Presentation (Policy)
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9955512 - Disclosure - Revenue Recognition (Tables)
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9955513 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) (Tables)
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9955514 - Disclosure - Inventories (Tables)
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9955515 - Disclosure - Long-Lived Assets (Tables)
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9955516 - Disclosure - Long-term Debt and Borrowing Facilities (Tables)
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9955517 - Disclosure - Fair Value Measurements (Tables)
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9955518 - Disclosure - Segment Reporting (Tables)
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9955519 - Disclosure - Description of Business and Basis of Presentation (Details)
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9955520 - Disclosure - Revenue Recognition - Narrative (Details)
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9955521 - Disclosure - Revenue Recognition - Disaggregation of Revenue (Details)
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9955522 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) - Shares Utilized for the Calculation of Basic and Diluted Earnings per Share (Details)
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9955523 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) - Schedule of Repurchase of Common Stock (Details)
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9955524 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) - Narrative (Details)
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9955525 - Disclosure - Net Income Per Share and Shareholders’ Equity (Deficit) - Dividends (Details)
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9955526 - Disclosure - Inventories (Details)
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9955527 - Disclosure - Long-Lived Assets - Summary of Property And Equipment, Net (Details)
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9955528 - Disclosure - Long-Lived Assets - Narrative (Details)
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9955529 - Disclosure - Income Taxes (Details)
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9955530 - Disclosure - Long-term Debt and Borrowing Facilities - Schedule of Long-term Debt Instruments (Details)
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9955531 - Disclosure - Long-term Debt and Borrowing Facilities - Repurchase of Notes (Details)
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9955532 - Disclosure - Long-term Debt and Borrowing Facilities Schedule of Repurchases of Notes (Details)
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9955533 - Disclosure - Long-term Debt and Borrowing Facilities - Asset-Backed Revolving Credit Facility (Details)
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9955534 - Disclosure - Fair Value Measurements - Carrying Value and Fair Value of Long-Term Debt, Disclosure (Details)
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9955535 - Disclosure - Commitments and Contingencies (Details)
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9955536 - Disclosure - Segment Reporting - Narrative (Details)
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9955537 - Disclosure - Segment Reporting - Schedule of Segment Reporting Information (Details)
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$500 million, 9.375% Fixed Interest Rate Notes due July 2025 (“2025 Notes”)
Fixed Rate 9.375% Notes due July 2025 [Member]
Fixed Rate 9.375% Notes due July 2025 [Member]

Cash dividends (in USD per share)
Common Stock, Dividends, Per Share, Cash Paid

Statistical Measurement [Domain]
Statistical Measurement [Domain]

Accounts Payable
Accounts Payable [Member]

Award Timing Predetermined
Award Timing Predetermined [Flag]

Entity File Number
Entity File Number

Paid-In Capital
Additional Paid-in Capital [Member]

Tabular List, Table
Tabular List [Table Text Block]

Treasury Shares (in shares)
Weighted Average Number of Shares, Treasury Stock

Schedule of Dividends Paid
Dividends Declared [Table Text Block]

Recently Issued Accounting Pronouncements
New Accounting Pronouncements, Policy [Policy Text Block]

$482 million, 7.500% Fixed Interest Rate Notes due June 2029 (“2029 Notes”)
Fixed Rate 7.5% Notes Due June 2029 [Member]
Fixed Rate 7.5% Notes Due June 2029 [Member]

Lease guarantees remaining after disposition of certain businesses
Guarantor Obligations, Maximum Exposure, Undiscounted

Trading Arrangements, by Individual
Trading Arrangements, by Individual [Table]

Measurement Basis [Axis]
Measurement Basis [Axis]

Net Income per Basic Share (in dollars per share)
Earnings Per Share, Basic

Adjustment to Compensation:
Adjustment to Compensation [Axis]

Adjusted Operating Income
Operating Income (Loss), Adjusted
Operating Income (Loss), Adjusted

Named Executive Officers, Footnote
Named Executive Officers, Footnote [Text Block]

Accounts Payable, Accrued Expenses and Other
Increase (Decrease) in Accounts Payable and Accrued Liabilities

Revenue Recognition
Revenue from Contract with Customer [Text Block]

Total Other Comprehensive Income (Loss), Net of Tax
Other Comprehensive Income
Other Comprehensive Income (Loss), Net of Tax

Schedule of Segment Reporting Information
Schedule of Segment Reporting Information, by Segment [Table Text Block]

Easton investments, including carrying value of related equity method investments
Easton Investments, Including Carrying Value of Related Equity Method Investments
Easton Investments, Including Carrying Value of Related Equity Method Investments

Adjustment to Compensation, Amount
Adjustment to Compensation Amount

Basis of Consolidation
Consolidation, Policy [Policy Text Block]

Schedule of Impaired Long-Lived Assets Held and Used [Table]
Impaired Long-Lived Asset, Held and Used [Table]

Share-based Compensation Expense
Share-Based Payment Arrangement, Noncash Expense

Employee Stock Option
Share-Based Payment Arrangement, Option [Member]

Award Timing MNPI Disclosure
Award Timing MNPI Disclosure [Text Block]

Income taxes paid
Income Taxes Paid

Cash Dividends
Dividends, Common Stock, Cash

Total Shareholders’ Equity (Deficit)
Equity, Attributable to Parent

Other Comprehensive Income (Loss), Net of Tax:
Other Comprehensive Income (Loss), Net of Tax [Abstract]

Insider Trading Policies and Procedures [Line Items]

Summary of Property And Equipment, Net
Property, Plant and Equipment [Table Text Block]

Common stock, shares authorized (in shares)
Common Stock, Shares Authorized

Current Assets:
Assets, Current [Abstract]

Total Liabilities and Equity (Deficit)
Liabilities and Equity

Concentration of Credit Risk
Concentration Risk, Credit Risk, Policy [Policy Text Block]

LIABILITIES AND EQUITY (DEFICIT)
Liabilities and Equity [Abstract]

Cover [Abstract]
Cover [Abstract]

Direct - U.S. and Canada
Bath & Body Works Direct [Member]
Bath & Body Works Direct [Member]

Portion at Fair Value Measurement
Portion at Fair Value Measurement [Member]

Maximum
Maximum [Member]

Impaired Long-Lived Assets Held and Used by Type [Axis]
Impaired Long-Lived Assets Held and Used by Type [Axis]

Revenue Recognition and Deferred Revenue [Abstract]
Revenue Recognition and Deferred Revenue [Abstract]

Non-PEO NEO Average Total Compensation Amount
Non-PEO NEO Average Total Compensation Amount

Debt Instrument [Line Items]
Debt Instrument [Line Items]

Treasury Stock, at Average Cost
Treasury Stock, Common [Member]

Adjustment to Non-PEO NEO Compensation Footnote
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Pay vs Performance Disclosure [Line Items]

Forgone Recovery due to Disqualification of Tax Benefits, Amount
Forgone Recovery due to Disqualification of Tax Benefits, Amount

Non-Rule 10b5-1 Arrangement Terminated
Non-Rule 10b5-1 Arrangement Terminated [Flag]

Income Before Income Taxes
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest

Entity Shell Company
Entity Shell Company

Revolving Credit Facility Expiring August 2026
Revolving Credit Facility Expiring August 2026 [Member]
Revolving Credit Facility Expiring August 2026

Carrying Value and Fair Value of Long-Term Debt, Disclosure
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

Other Long-term Liabilities
Other Liabilities, Noncurrent

Schedule of Long-term Debt Instruments [Table]
Schedule of Long-Term Debt Instruments [Table]

Statement of Stockholders' Equity [Abstract]
Statement of Stockholders' Equity [Abstract]

Unrealized Gain (Loss) on Cash Flow Hedges
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax

Statement of Cash Flows [Abstract]
Statement of Cash Flows [Abstract]

Company Selected Measure Amount
Company Selected Measure Amount

Award Timing MNPI Considered
Award Timing MNPI Considered [Flag]

Total Comprehensive Income
Comprehensive Income (Loss), Net of Tax, Attributable to Parent

Name
Measure Name

Letter of Credit
Letter of Credit [Member]

Current Operating Lease Liabilities
Operating Lease, Liability, Current

Deferred Income Taxes
Deferred Income Tax Liabilities, Net

Document Fiscal Period Focus
Document Fiscal Period Focus

Award Timing Method
Award Timing Method [Text Block]

Award Type
Award Type [Axis]

Long-term debt
Long-Term Debt

Total Assets
Assets

Trading Symbol
Trading Symbol

Geographical [Domain]
Geographical [Domain]

Share-based Compensation and Other (in shares)
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture

Entity Address, City or Town
Entity Address, City or Town

Operating Activities:
Cash Provided by (Used in) Operating Activity, Including Discontinued Operation [Abstract]

Effects of Exchange Rate Changes on Cash and Cash Equivalents
Effect of Exchange Rate on Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation

Inventories
Inventory Disclosure [Text Block]

Non-PEO NEO Average Compensation Actually Paid Amount
Non-PEO NEO Average Compensation Actually Paid Amount

Leadership Transition Costs
Severance Costs

Compensation Actually Paid vs. Other Measure
Compensation Actually Paid vs. Other Measure [Text Block]

Revolving Credit Facility Expiring May 2030
Revolving Credit Facility Expiring May 2030 [Member]
Revolving Credit Facility Expiring May 2030

Account receivable, payment term
Account Receivable, Payment Term
Account Receivable, Payment Term

Entity Emerging Growth Company
Entity Emerging Growth Company

Marketing Expenses
Marketing Expense

Dividends per share (in USD per share)
Dividends Per Share (in USD per share)
Common Stock, Dividends, Per Share, Declared

Entity Common Stock, Shares Outstanding
Entity Common Stock, Shares Outstanding

Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year
Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]

Insider Trading Policies and Procedures Not Adopted
Insider Trading Policies and Procedures Not Adopted [Text Block]

Common Stock, shares outstanding (in shares)
Beginning Balance (in shares)
Ending Balance (in shares)
Common Stock, Shares, Outstanding

PEO
PEO [Member]

Disaggregation of Revenue
Disaggregation of Revenue [Table Text Block]

Revenue Channel [Domain]
Revenue Channel [Domain]
[Domain] for Revenue Channel [Axis]

Income Taxes
Accrued Income Taxes, Current

Changes in Assets and Liabilities:
Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity, Increase (Decrease) in Operating Capital [Abstract]

Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year
Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]

Retained Earnings (Accumulated Deficit)
Retained Earnings [Member]

Entity Address, Postal Zip Code
Entity Address, Postal Zip Code

Restatement Determination Date
Restatement Determination Date

Cash and Cash Equivalents, Beginning of Year
Cash and Cash Equivalents, End of Period
Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Continuing Operation

Income Statement [Abstract]
Income Statement [Abstract]

Earnings Per Share and Shareholders’ Equity (Deficit)
Net Income Per Share and Shareholders’ Equity (Deficit) [Text Block]
Net Income Per Share and Shareholders’ Equity (Deficit). The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Also includes the entire disclosure for earnings per share.

Provision for Income Taxes
Income Tax Expense (Benefit)

Debt instrument, basis spread on variable rate
Debt Instrument, Basis Spread on Variable Rate

Preferred stock, shares issued (in shares)
Preferred Stock, Shares Issued

Pension Adjustments Service Cost
Pension Adjustments Service Cost [Member]

Property and Equipment, at Cost
Property, Plant and Equipment, Gross

Restatement does not require Recovery
Restatement Does Not Require Recovery [Text Block]

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Guarantor Obligations [Table]
Guarantor Obligation [Table]

Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Equity, Class of Treasury Stock [Line Items]
Equity, Class of Treasury Stock [Line Items]

City Area Code
City Area Code

Award Timing, How MNPI Considered
Award Timing, How MNPI Considered [Text Block]

All Trading Arrangements
All Trading Arrangements [Member]

Equity Awards Adjustments, Footnote
Equity Awards Adjustments, Footnote [Text Block]

Total Shareholder Return Vs Peer Group
Total Shareholder Return Vs Peer Group [Text Block]

Accrued Expenses and Other
Accrued Liabilities, Current

Class of Treasury Stock [Table]
Class of Treasury Stock [Table]

Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Abstract]

Line of credit financial covenant, percentage of maximum borrowing amount
Line of Credit Financial Covenant, Percentage Of Maximum Borrowing Amount
Line of Credit Financial Covenant, Percentage Of Maximum Borrowing Amount

Schedule of Long-Term Debt Repurchases
Schedule of Long-Term Debt Repurchases [Table Text Block]
Schedule of Long-Term Debt Repurchases

Investing Activities:
Cash Provided by (Used in) Investing Activity, Including Discontinued Operation [Abstract]

Pay vs Performance Disclosure
Pay vs Performance Disclosure [Table]

Net Cash Provided by Operating Activities
Cash Provided by (Used in) Operating Activity, Including Discontinued Operation

Treasury Share Retirement
Treasury Stock, Retired, Cost Method, Amount

Preferred stock, par value (in USD per share)
Preferred Stock, Par or Stated Value Per Share

Subsequent Event
Subsequent Event [Member]

Goodwill
Goodwill

Equity Valuation Assumption Difference, Footnote
Equity Valuation Assumption Difference, Footnote [Text Block]

PEO Total Compensation Amount
PEO Total Compensation Amount

Long-term Debt, Type [Axis]
Long-Term Debt, Type [Axis]

Depreciation of Long-lived Assets
Depreciation
Depreciation

Equity Components [Axis]
Equity Components [Axis]

Non-Rule 10b5-1 Arrangement Adopted
Non-Rule 10b5-1 Arrangement Adopted [Flag]

Impaired Long-Lived Assets Held and Used [Line Items]
Impaired Long-Lived Assets Held and Used [Line Items]

Number of reportable segments
Number of Reportable Segments

Scenario, Adjustment
Scenario, Adjustment [Member]

Other Performance Measure, Amount
Other Performance Measure, Amount

Current Debt
Current Debt
Debt, Current

Entity Address, State or Province
Entity Address, State or Province

Total Current Liabilities
Liabilities, Current

Individual:
Individual [Axis]

Other
Other Assets, Current

Paid-in Capital
Additional Paid in Capital, Common Stock

Net Cash Used for Investing Activities
Cash Provided by (Used in) Investing Activity, Including Discontinued Operation

Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table
Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]

Cash paid for interest
Interest Paid, Excluding Capitalized Interest, Operating Activity

$284 million, 6.694% Fixed Interest Rate Notes due January 2027 (“2027 Notes”)
Fixed Rate 6.694% Notes Due January 2027 [Member]
Fixed Rate 6.694% Notes Due January 2027

Document Fiscal Year Focus
Document Fiscal Year Focus

Description of Business
Basis of Accounting, Policy [Policy Text Block]

Operating Lease Assets
Operating Lease, Right-of-Use Asset

Forgone Recovery, Explanation of Impracticability
Forgone Recovery, Explanation of Impracticability [Text Block]

Payments for Long-term Debt
Repayment of debt
Repayments of Long-Term Debt

Effective income tax rate
Effective Income Tax Rate Reconciliation, Percent

Entity Interactive Data Current
Entity Interactive Data Current

Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]

Principal Value
Reported Value Measurement [Member]

Revolving Credit Facility Expiring August 2026 [Domain]
Revolving Credit Facility Expiring August 2026 [Domain]
Revolving Credit Facility Expiring August 2026 [Domain]

Derivative Financial Instruments
Derivatives, Policy [Policy Text Block]

Interim Financial Statements
Interim Financial Statements [Policy Text Block]
Interim Financial Statements [Policy Text Block]

Segment Reporting
Segment Reporting Disclosure [Text Block]

Disaggregation of Revenue [Table]
Disaggregation of Revenue [Table]

Ownership [Domain]
Ownership [Domain]

$575 million, 6.750% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)
Fixed Rate 6.75% Notes Due July 2036 [Member]
Fixed Rate 6.75% Notes Due July 2036 [Member]

Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

General, Administrative and Store Operating Expenses
Selling, General and Administrative Expense

Deferred Income Taxes
Deferred Income Tax Assets, Net

Other Assets
Other Assets, Noncurrent

Entity Central Index Key
Entity Central Index Key

PEO Name
PEO Name

$201 million, 7.600% Fixed Interest Rate Notes due July 2037 (“2037 Notes”)
Fixed Rate 7.60% Notes Due July 2037 [Member]
Fixed Rate 7.60 Percent Notes Due July 2037

Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year
Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]

Outstanding Aggregate Erroneous Compensation Amount
Outstanding Aggregate Erroneous Compensation Amount

Schedule of Repurchase of Common Stock
Schedule of Stockholders Equity [Table Text Block]

Revolving Credit Facility
Revolving Credit Facility [Member]

Arrangement Duration
Trading Arrangement Duration

Schedule of Segment Reporting Information, by Segment [Table]
Schedule of Segment Reporting Information, by Segment [Table]

Segment Reporting Information, by Segment [Axis]
Segments [Axis]

Exercise Price
Award Exercise Price

Entity Filer Category
Entity Filer Category

Local Phone Number
Local Phone Number

Additional 402(v) Disclosure
Additional 402(v) Disclosure [Text Block]

Other Investing Activities
Payment for (Proceeds from) Other Investing Activity

Subsequent Event Type [Axis]
Subsequent Event Type [Axis]

Treasury share retirement (in shares)
Stock Repurchased and Retired During Period, Shares

ASSETS
Assets [Abstract]

Long-term Debt
Total Long-term Debt, Net of Current Portion
Long-Term Debt, Excluding Current Maturities

Credit Facility [Axis]
Credit Facility [Axis]

Underlying Security Market Price Change
Underlying Security Market Price Change, Percent

Balance Sheet Location [Axis]
Statement of Financial Position Location, Balance [Axis]

Debt Instrument [Axis]
Debt Instrument [Axis]

Fair Value Measurements
Fair Value Disclosures [Text Block]

Loss on Extinguishment of Debt
Gain (Loss) on Extinguishment of Debt

Credit Facility [Domain]
Credit Facility [Domain]

Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year
Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]

Entity Address, Address Line One
Entity Address, Address Line One

Repurchases of Common Stock
Amount Repurchased
Treasury Stock, Value, Acquired, Cost Method

Accumulated Other Comprehensive Income
AOCI Attributable to Parent [Member]

Fixed interest rate
Debt Instrument, Interest Rate, Stated Percentage

Long-term Operating Lease Liabilities
Operating Lease, Liability, Noncurrent

Impaired Long-Lived Assets Held and Used, Asset Name [Domain]
Impaired Long-Lived Assets Held and Used, Asset Name [Domain]

Buying and Occupancy
Buying And Occupancy Costs
Buying And Occupancy Costs

Line Of Credit Facility Current Borrowing Base
Line Of Credit Facility Current Borrowing Base
Line Of Credit Facility Current Borrowing Base

Ownership [Axis]
Ownership [Axis]

Payable under repurchase agreements
Payable Under Repurchase Agreements
Payable Under Repurchase Agreements

Fair Value as of Grant Date
Award Grant Date Fair Value

Accounts receivable, after allowance for credit loss
Accounts Receivable, after Allowance for Credit Loss

Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Abstract]

Entity Registrant Name
Entity Registrant Name

Stock Price or TSR Estimation Method
Stock Price or TSR Estimation Method [Text Block]

Schedule of Long-term Debt Instruments
Schedule of Long-Term Debt Instruments [Table Text Block]

$444 million, 5.250% Fixed Interest Rate Notes due February 2028 (“2028 Notes”)
Fixed Rate 5.25% Notes Due February 2028 [Member]
Fixed Rate 5.25% Notes Due February 2028

Document Quarterly Report
Document Quarterly Report

Changed Peer Group, Footnote
Changed Peer Group, Footnote [Text Block]

Supplier Finance Program
Supplier Finance Programs [Policy Text Block]
Supplier Finance Programs

Number of Operating Segments
Number of Operating Segments

Adjustment To PEO Compensation, Footnote
Adjustment To PEO Compensation, Footnote [Text Block]

International
Bath & Body Works International [Member]
Bath & Body Works International

Title
Trading Arrangement, Individual Title

Peer Group Total Shareholder Return Amount
Peer Group Total Shareholder Return Amount

Restatement Determination Date:
Restatement Determination Date [Axis]

Share-based Compensation and Other
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture

Non-PEO NEO
Non-PEO NEO [Member]

Letters of credit outstanding, amount
Letters of Credit Outstanding, Amount

Interim Period
Interim Period, Costs Not Allocable [Line Items]

Other Financing Activities
Proceeds from (Payment for) Other Financing Activity

Name
Trading Arrangement, Individual Name

All Award Types
Award Type [Domain]

Noncontrolling Interest
Equity, Attributable to Noncontrolling Interest

Equity Awards Adjustments
Equity Awards Adjustments [Member]

Pension Benefits Adjustments, Footnote
Pension Benefits Adjustments, Footnote [Text Block]

Disaggregation of Revenue [Line Items]
Disaggregation of Revenue [Line Items]

Compensation Amount
Outstanding Recovery Compensation Amount

With Subsidiary Guarantee
With Subsidiary Guarantee [Member]
With Subsidiary Guarantee [Member]

Debt Instrument, Name [Domain]
Debt Instrument, Name [Domain]

Statement of Comprehensive Income [Abstract]
Statement of Comprehensive Income [Abstract]

Recovery of Erroneously Awarded Compensation Disclosure [Line Items]

Estimate of Fair Value Measurement
Estimate of Fair Value Measurement [Member]

Revenue recognized
Contract with Customer, Liability, Revenue Recognized

Certain Company Owned Subsidiaries
Certain Company Owned Subsidiaries [Member]
Certain Company Owned Subsidiaries

Share Repurchase Program [Axis]
Share Repurchase Program [Axis]

MNPI Disclosure Timed for Compensation Value
MNPI Disclosure Timed for Compensation Value [Flag]

Name
Awards Close in Time to MNPI Disclosures, Individual Name

Revolving Credit Facility Expiring August 2026 [Axis]
Revolving Credit Facility Expiring August 2026 [Axis]
Revolving Credit Facility Expiring August 2026

Aggregate Erroneous Compensation Not Yet Determined
Aggregate Erroneous Compensation Not Yet Determined [Text Block]

February 2022
February 2022 Repurchase Program
February 2022 Repurchase Program [Member]
February 2022 Repurchase Program

Less: Treasury Stock, at Average Cost; 15, 15 and 15 shares, respectively
Treasury Stock, Value

Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss), Net of Tax

Financial Instruments [Domain]
Financial Instruments [Domain]

Trade Name
Indefinite-Lived Trade Names

Segments [Domain]
Segments [Domain]

Line of credit facility, remaining borrowing capacity
Line of Credit Facility, Remaining Borrowing Capacity

Aggregate Pension Adjustments Service Cost
Aggregate Pension Adjustments Service Cost [Member]

Debt Instrument, Notional Amount
Debt Instrument, Notional Amount Outstanding
Debt Instrument, Notional Amount Outstanding

Reclassification of Cash Flow Hedges to Earnings
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax

Balance Sheet Location [Domain]
Statement of Financial Position Location, Balance [Domain]

Inventories
Increase (Decrease) in Inventories

Inventories
Total Inventories
Inventory, Net

Minimum
Minimum [Member]

Accumulated Depreciation and Amortization
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment

Company Selected Measure Name
Company Selected Measure Name

Fair Value Measurement [Domain]
Fair Value Measurement [Domain]

Schedule of Long-Term Debt Repurchases [Table]
Schedule of Long-Term Debt Repurchases [Table]
Schedule of Long-Term Debt Repurchases [Table]

Preferred Stock - $1.00 par value; 10 shares authorized; none issued
Preferred Stock, Value, Issued

Aggregate Available
Trading Arrangement, Securities Aggregate Available Amount

Accounts Payable
Accounts Payable, Current

Without Subsidiary Guarantee
Without Subsidiary Guarantee [Member]
Without Subsidiary Guarantee [Member]

Stock Appreciation Rights (SARs)
Stock Appreciation Rights (SARs) [Member]

All Executive Categories
All Executive Categories [Member]

Finished Goods Merchandise
Inventory, Finished Goods, Net of Reserves

Common Stock - $0.50 par value; 1,000 shares authorized; 223, 231 and 235 shares issued; 208, 216 and 220 shares outstanding, respectively
Common Stock, Value, Issued

Commitments and Contingencies
Commitments and Contingencies Disclosure [Text Block]

Revolving facility covenant fixed charge coverage ratio
Line of Credit Financial Covenant, Fixed Charge Coverage Ratio
Line of Credit Financial Covenant, Fixed Charge Coverage Ratio

Diluted Shares (in shares)
Weighted Average Number of Shares Outstanding, Diluted

Revenue Channel [Axis]
Revenue Channel [Axis]
Revenue Channel [Axis]

Entity Registrant Former Name
Entity Information, Former Legal or Registered Name

Non-GAAP Measure Description
Non-GAAP Measure Description [Text Block]

Entity Small Business
Entity Small Business

Income Tax Disclosure [Abstract]
Income Tax Disclosure [Abstract]

Noncontrolling Interest
Noncontrolling Interest [Member]

Long-term Debt and Borrowing Facilities
Long-Term Debt [Text Block]

Document Transition Report
Document Transition Report

Easton Investments
Equity Method Investments [Policy Text Block]

Underlying Securities
Award Underlying Securities Amount

Equity Component [Domain]
Equity Component [Domain]

Document Period End Date
Document Period End Date

PEO Actually Paid Compensation Amount
PEO Actually Paid Compensation Amount

Income Taxes
Income Tax Disclosure [Text Block]

Awards Close in Time to MNPI Disclosures, Table
Awards Close in Time to MNPI Disclosures [Table Text Block]

Reportable Segment
Reportable Segment [Member]
Reportable Segment

Debt, fair value disclosure
Debt Instrument, Fair Value Disclosure

Scenario [Axis]
Scenario [Axis]

Stores - U.S. and Canada (a)
Bath & Body Works Stores [Member]
Bath & Body Works Stores

Total Equity (Deficit)
Beginning Balance
Ending Balance
Equity, Including Portion Attributable to Noncontrolling Interest

Average Stock Price (in USD per share)
Shares Acquired, Average Cost Per Share

Document Type
Document Type

Name
Outstanding Recovery, Individual Name

Interim Period, Costs Not Allocable [Table]
Interim Period, Costs Not Allocable [Table]

Seasonality of Business
Seasonality Of Business [Policy Text Block]
Seasonality Of Business [Policy Text Block]

Net Sales
Revenue from Contract with Customer, Excluding Assessed Tax

All Individuals
All Individuals [Member]

Long-term Debt, Type [Domain]
Long-Term Debt, Type [Domain]

Capital Expenditures
Payments to Acquire Property, Plant, and Equipment

Name
Forgone Recovery, Individual Name

Total Current Assets
Assets, Current

Statistical Measurement [Axis]
Statistical Measurement [Axis]

Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested
Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]

Revolving facility commitment fee percentage, unused capacity
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage

Stock repurchase program, authorized amount
Share Repurchase Program, Authorized, Amount

Gain on Sales of Easton Investments
Gain on sale of equity method investments
Equity Method Investment, Realized Gain (Loss) on Disposal

Common Shares (in shares)
Weighted Average Number of Shares Issued, Basic

Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Aggregate Erroneous Compensation Amount
Aggregate Erroneous Compensation Amount

Outside of the U.S.
International [Member]
International (all geographic areas excluding the United States and it's territories).

Tax Payments Related to Share-based Awards
Payment, Tax Withholding, Share-Based Payment Arrangement

Peer Group Issuers, Footnote
Peer Group Issuers, Footnote [Text Block]

Erroneous Compensation Analysis
Erroneous Compensation Analysis [Text Block]

Share Repurchase Program [Domain]
Share Repurchase Program [Domain]

Current Liabilities:
Liabilities, Current [Abstract]

Geographical [Axis]
Geographical [Axis]

Guarantor Obligations, Nature [Domain]
Guarantor Obligations, Nature [Domain]

Other Assets and Liabilities
Increase (Decrease) in Other Operating Assets and Liabilities, Net

Rule 10b5-1 Arrangement Terminated
Rule 10b5-1 Arrangement Terminated [Flag]

Line of credit, outstanding amount
Long-Term Line of Credit

Net Income per Dilutive Share (in dollars per share)
Earnings Per Share, Diluted

Erroneously Awarded Compensation Recovery
Erroneously Awarded Compensation Recovery [Table]

Accounts Receivable, Net
Accounts Receivable, after Allowance for Credit Loss, Current

Title of 12(b) Security
Title of 12(b) Security

$284 million, 6.950% Fixed Interest Rate Debentures due March 2033 (“2033 Notes”)
Fixed Rate 6.95% Debentures Due March 2033 [Member]
Fixed Rate 6.95 Percent Debentures Due March 2033

Treasury stock (in shares)
Treasury Stock, Common, Shares

Total Senior Debt with Subsidiary Guarantee
Senior Debt Obligations [Member]

Ownership percentage
Subsidiary, Ownership Percentage, Parent

Gross Profit
Gross Profit

January 2025 Program
January 2025 Program [Member]
January 2025 Program

Repurchases of Common Stock (in shares)
Shares Repurchased (in shares)
Treasury Stock, Shares, Acquired

$844 million, 6.625% Fixed Interest Rate Notes due October 2030 (“2030 Notes”)
Fixed Rate 6.625% Notes Due October 2030 [Member]
Fixed Rate 6.625% Notes Due October 2030

Award Timing Disclosures [Line Items]

Lease Agreements
Lease Agreements [Member]

Summary of Inventories
Schedule of Inventory, Current [Table Text Block]

Easton Assets Held for Sale
Disposal Group, Including Discontinued Operation, Assets, Current

Earnings Per Share And Shareholders' Equity [Abstract]
Net Income Per Share and Shareholders’ Equity (Deficit) [Abstract]
Net Income Per Share and Shareholders’ Equity (Deficit) [Abstract]

Long-Lived Assets
Property, Plant and Equipment Disclosure [Text Block]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]

Fiscal Year
Fiscal Period, Policy [Policy Text Block]

Net Income
Net Income
Net Income (Loss) Attributable to Parent

Expiration Date
Trading Arrangement Expiration Date

Proceeds from Sales of Easton Investments
Proceeds From Sale Of Equity Method Investment, Net Of Fees Paid
Proceeds From Sale Of Equity Method Investment, Net Of Fees Paid

Shareholders’ Equity (Deficit):
Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]

Line of credit financial covenant, maximum borrowing amount
Line of Credit Financial Covenant, Maximum Borrowing Amount
Line of Credit Financial Covenant, Maximum Borrowing Amount

Property and Equipment, Net
Property and Equipment, Net
Property, Plant and Equipment, Net

Preferred stock, shares authorized (in shares)
Preferred Stock, Shares Authorized

Repurchases of Common Stock
Payments for Repurchase of Common Stock

Adoption Date
Trading Arrangement Adoption Date

Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income [Text Block]

Accounts Receivable
Increase (Decrease) in Accounts Receivable

Inventory
Inventory, Policy [Policy Text Block]

Entity Current Reporting Status
Entity Current Reporting Status

Awards Close in Time to MNPI Disclosures
Awards Close in Time to MNPI Disclosures [Table]

Operating Income
Operating Income (Loss)

Retained Earnings (Accumulated Deficit)
Retained Earnings (Accumulated Deficit)

Financial Instrument [Axis]
Financial Instrument [Axis]

Statement of Financial Position [Abstract]
Statement of Financial Position [Abstract]

Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested
Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]

Executive Category:
Executive Category [Axis]

Interest Expense
Interest Expense, Operating and Nonoperating

Current Fiscal Year End Date
Current Fiscal Year End Date

Subsequent Event Type [Domain]
Subsequent Event Type [Domain]

Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table
Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]

Number of selling seasons
Number Of Selling Seasons
Number Of Selling Seasons

Adjusted General and Administrative Expenses
Adjusted General and Administrative Expenses
Adjusted General and Administrative Expenses

Statement [Table]
Statement [Table]

Other Income, Net
Other Nonoperating Income (Expense)

Deferred Income Taxes
Deferred Income Tax Expense (Benefit)

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Adjustment to Reconcile Net Income to Cash Provided by (Used in) Operating Activity [Abstract]

Financing Activities:
Cash Provided by (Used in) Financing Activity, Including Discontinued Operation [Abstract]

Equity Awards Adjustments, Excluding Value Reported in Compensation Table
Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]

Variable Rate [Domain]
Variable Rate [Domain]

Deferred revenue
Contract with Customer, Liability

Description of Business and Basis of Presentation
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Anti-dilutive Stock Options and Awards (in shares)
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount

All Adjustments to Compensation
All Adjustments to Compensation [Member]

Amendment Flag
Amendment Flag

Schedule of Long-Term Debt Repurchases [Line Items]
Schedule of Long-Term Debt Repurchases [Line Items]
Schedule of Long-Term Debt Repurchases [Line Items]

Termination Date
Trading Arrangement Termination Date

Net Cash Used for Financing Activities
Cash Provided by (Used in) Financing Activity, Including Discontinued Operation

Insider Trading Policies and Procedures Adopted
Insider Trading Policies and Procedures Adopted [Flag]

Measure:
Measure [Axis]

Credit Spread Adjustment
Credit Spread Adjustment [Member]
Credit Spread Adjustment

Selling Expenses
Selling Expense

Basic Shares (in shares)
Weighted Average Number of Shares Outstanding, Basic

Remaining authorized repurchase amount
Share Repurchase Program, Remaining Authorized, Amount

Costs of Goods Sold, Buying and Occupancy
Cost of Product and Service Sold

Shares Utilized for the Calculation of Basic and Diluted Earnings Per Share
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Segment Reporting [Abstract]
Segment Reporting [Abstract]

Pay vs Performance Disclosure, Table
Pay vs Performance [Table Text Block]

Supplier finance program, obligation
Supplier Finance Program, Obligation

Forgone Recovery due to Violation of Home Country Law, Amount
Forgone Recovery due to Violation of Home Country Law, Amount

Entity Tax Identification Number
Entity Tax Identification Number

Proceeds from the sales of equity method investments
Proceeds from Sale of Equity Method Investments

Scenario [Domain]
Scenario [Domain]

Raw Materials and Merchandise Components
Inventory, Raw Materials and Purchased Parts, Net of Reserves

Inventory, Net [Abstract]
Inventory, Net [Abstract]

Forgone Recovery due to Expense of Enforcement, Amount
Forgone Recovery due to Expense of Enforcement, Amount

Common stock, par value (in USD per share)
Common Stock, Par or Stated Value Per Share

$802 million, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)
Fixed Rate 6.875% Notes Due November 2035 [Member]
Fixed Rate 6.875% Notes Due November 2035 [Member]

Common stock, shares issued (in shares)
Common Stock, Shares, Issued

Use of Estimates in the Preparation of Financial Statements
Use of Estimates, Policy [Policy Text Block]

Guarantor Obligations, Nature [Axis]
Guarantor Obligations, Nature [Axis]

Dividends Paid
Total Paid
Payments of Dividends

Trading Arrangement:
Trading Arrangement [Axis]

Income Taxes Payable
Increase (Decrease) in Income Taxes Payable

Total Shareholder Return Amount
Total Shareholder Return Amount

Other Share Repurchase Program
Other Share Repurchase Program [Member]
Other Share Repurchase Program

Foreign Currency Translation
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax

Insider Trading Arrangements [Line Items]

Security Exchange Name
Security Exchange Name

January 2024 Program
January 2024 Program [Member]
January 2024 Program

Revolving facility current credit fees percentage rate, letters of credit
Line of Credit Facility, Commitment Fee Percentage

Canadian dollar-denominated borrowings was the Canadian Overnight Repo Rate Average
Canadian dollar-denominated borrowings was the Canadian Overnight Repo Rate Average [Member]
Canadian dollar-denominated borrowings was the Canadian Overnight Repo Rate Average

Capital Expenditures Incurred but Not yet Paid
Capital Expenditures Incurred but Not yet Paid

Long-term Debt, by Current and Noncurrent [Abstract]
Long-Term Debt, by Current and Noncurrent [Abstract]

Credit agreement, borrowing capacity
Line of Credit Facility, Maximum Borrowing Capacity

Pension Adjustments Prior Service Cost
Pension Adjustments Prior Service Cost [Member]

Material Terms of Trading Arrangement
Material Terms of Trading Arrangement [Text Block]

Statement [Line Items]
Statement [Line Items]

Variable Rate [Axis]
Variable Rate [Axis]

Debt instrument, redeemed amount
Extinguishment of Debt, Amount

Rule 10b5-1 Arrangement Adopted
Rule 10b5-1 Arrangement Adopted [Flag]

Cash and Cash Equivalents
Cash and Cash Equivalent

Fair Value Measurement Inputs and Valuation Techniques [Table]
Fair Value Measurement Inputs and Valuation Techniques [Table]

Common Stock
Common Stock [Member]

Entity Incorporation, State or Country Code
Entity Incorporation, State or Country Code

Non-NEOs
Non-NEOs [Member]

Cost of Goods Sold
Cost of Goods Sold
Cost of Goods Sold

Net Decrease in Cash and Cash Equivalents
Cash, Cash Equivalent, Restricted Cash, and Restricted Cash Equivalent, Period Increase (Decrease), Including Exchange Rate Effect and Discontinued Operation

Effect of Dilutive Restricted Stock and Stock Options (in shares)
Weighted Average Number of Shares Outstanding, Diluted, Adjustment



Document

Exhibit 10.1
July 21, 2025
Eva Boratto
Address on file

Dear Eva:

Due to the leadership changes that occurred in 2025, this letter agreement amends the Work Model Designation and Relocation sections of the offer letter entered into between you and Bath & Body Works, Inc. (the “ Company ”), dated July 18, 2023.

Position         Chief Financial Officer

Reporting to     Daniel Heaf, Chief Executive Officer

Work Model Designation
Your position as Chief Financial Officer at Bath and Body Works Inc. is based in Columbus,Ohio. You are expected to travel to Columbus, Ohio on a weekly basis, with an average in-office presence of three days per week, consistent with your established practice over the past two years. At your request, you will not be required to fully relocate to Columbus, Ohio and will maintain your residence in Philadelphia, PA. You acknowledge and agree that all personal expenses related to your travel to Columbus—including, without limitation, ground and air transportation, lodging, meals and incidental cost—will be your sole financial responsibility. You are also responsible for any personal tax implications that may arise from this arrangement. This excludes any expenses associated with relocation assistance in accordance with the Company’s relocation policy as outlined below. The original stipend to assist with expenses was discontinued on June 30, 2025.

Relocation Benefits
We are extending the option for you to partially relocate to Columbus, Ohio no later than December 31, 2025. You will be eligible to receive partial relocation assistance in accordance with the provisions of the Company’s relocation policy, including 6 months temporary housing. To receive relocation assistance and benefits, you must agree to the Company’s Relocation Policy, which provides that if you voluntarily resign or you are terminated for Cause prior to the first anniversary of your relocation date, you will reimburse the Company for all costs related to your relocation.

This letter does not constitute an employment contract with you. As set forth in our associate handbook, your employment will be at-will.

All compensation, benefits, bonuses, equity awards, and other such programs are governed by and subject to the official plan documents, award agreements, and decisions of the Board of Directors of the Company and may be amended, modified, or withdrawn at any time.

Upon acceptance of this amended and restated offer, please sign this letter and return them via DocuSign.

We want your review of this offer to be hassle-free, so we are here to answer any questions you may have. Please contact Michaela Oliver at moliver@bbw.com, and she can help clarify any part of your offer amendment.

Sincerely,                        I accept this offer by signing on,

/s/ DANIEL HEAF              /s/ EVA BORATTO
Daniel Heaf                         Eva Boratto
Chief Executive Officer
Bath & Body Works Inc.

Document

Exhibit 15

August 28, 2025

To the Shareholders and Board of Directors of Bath & Body Works, Inc.

We are aware of the incorporation by reference in the following Registration Statements of Bath & Body Works, Inc.:

(1) Registration Statement (Form S-3 ASR No. 333-285833) of Bath & Body Works, Inc.,
(2) Registration Statement (Form S-8 No. 333-265379) pertaining to the Bath & Body Works, Inc. Associate Stock Purchase Plan,
(3) Registration Statement (Form S-8 No. 333-251226) pertaining to the L Brands, Inc. 2020 Stock Option and Performance Incentive Plan, and
(4) Registration Statement (Form S-8 No. 333-206787) pertaining to the L Brands, Inc. 2015 Stock Option and Performance Incentive Plan;

of our report dated August 28, 2025 relating to the unaudited consolidated interim financial statements of Bath & Body Works, Inc. that are included in its Form 10-Q for the quarter ended August 2, 2025.

/s/ Ernst & Young LLP

Grandview Heights, Ohio

Document

Exhibit 22

List of Guarantor Subsidiaries

The 2027 Notes, 2028 Notes, 2029 Notes, 2030 Notes, 2035 Notes and 2036 Notes are jointly and severally guaranteed on a full and unconditional basis by Bath & Body Works, Inc. (incorporated in Delaware) and the following 100% owned subsidiaries of Bath & Body Works, Inc. as of August 2, 2025:

Entity Jurisdiction of Incorporation or Organization
Bath & Body Works, LLC Delaware
Bath & Body Works Brand Management, Inc. Delaware
Bath & Body Works Direct, Inc. Delaware
beautyAvenues, LLC Delaware
Beauty Specialty Holding, LLC Delaware
L Brands Service Company, LLC Delaware

Document

Exhibit 31.1
Section 302 Certification
I, Daniel Heaf, certify that:
1.    I have reviewed this report on Form 10-Q of Bath & Body Works, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ DANIEL HEAF
Daniel Heaf

Chief Executive Officer

Date: August 28, 2025

Document

Exhibit 31.2
Section 302 Certification
I, Eva C. Boratto, certify that:
1.    I have reviewed this report on Form 10-Q of Bath & Body Works, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

Date: August 28, 2025

Document

Exhibit 32
Section 906 Certification
Daniel Heaf, the Chief Executive Officer, and Eva C. Boratto, the Chief Financial Officer, of Bath & Body Works, Inc. (the “Company”), each certifies that, to the best of our knowledge:
(i) the Quarterly Report of the Company on Form 10-Q dated August 28, 2025 for the period ending August 2, 2025 (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DANIEL HEAF
Daniel Heaf
Chief Executive Officer

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

Date: August 28, 2025