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 ~~May~~August 32, 2025


☐			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 ofincorporation 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)
(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 ~~and posted~~ 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 ~~and post~~ 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 ~~May~~August 2322, 2025, the number of outstanding shares of the Registrant’s common stock was ~~211~~206,~~611~~187,~~794~~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 May 3, 2025 (Unaudited), February 1, 2025 and May 4, 2024 (Unaudited)			4
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)			67
Notes to Consolidated Financial Statements (Unaudited)			78
Report of Independent Registered Public Accounting Firm			1416
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995			1517
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1517
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2327
Item 4. Controls and Procedures			2428
Part II. Other Information			2529
Item 1. Legal Proceedings			2529
Item 1A. Risk Factors			2529
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2529
Item 3. Defaults Upon Senior Securities			2529
Item 4. Mine Safety Disclosures			2529
Item 5. Other Information			2529
Item 6. Exhibits			2630
Signature			2731

* The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “~~first~~second quarter of 2025” and “~~first~~second quarter of 2024” refer to the thirteen-week periods ended ~~May~~August 2, 2025 and August 3, 2024, respectively. “Year-to-date 2025” and ~~May~~“year-to-date 42024” refer to the twenty-six-week periods ended August 2, 2025 and August 3, 2024, respectively.

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PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

BATH & BODY WORKS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)

(Unaudited)

	First Quarter
	Second Quarter				Year-to-Date
	2025		2024		2025		2024
Net Sales	$	1,~~424~~549	$	1,~~384~~526	$	2,974	$	2,910
Costs of Goods Sold, Buying and Occupancy	(~~778~~909)		(~~778~~900)		(1,687)		(1,677)
Gross Profit	~~646~~640		~~606~~626		1,287		1,233
General, Administrative and Store Operating Expenses	(~~437~~483)		(~~419~~443)		(920)		(863)
Operating Income	~~209~~157		~~187~~183		367		370
Interest Expense	(7168)		(8277)		(139)		(159)
Other Income, Net	86		1347		13		61
Income Before Income Taxes	~~146~~95		~~118~~153		241		272
Provision for Income Taxes	(4131)		(311)		(72)		(33)
Net Income	$	~~105~~64	$	87152	$	169	$	239
Net Income per Basic Share	$	0.4931	$	0.3968	$	0.80	$	1.07
Net Income per Diluted Share	$	0.4930	$	0.3868	$	0.79	$	1.06

BATH & BODY WORKS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)

	First Quarter
	Second Quarter				Year-to-Date
	2025		2024		2025		2024
Net Income	$	~~105~~64	$	87152	$	169	$	239
Other Comprehensive Income (Loss), Net of Tax:
Foreign Currency Translation	6—		(21)		6		(3)
Unrealized (Loss) Gain on Cash Flow Hedges	(3)		1
Unrealized Gain (Loss) on Cash Flow Hedges	—		1		(3)		2
Reclassification of Cash Flow Hedges to Earnings	~~(1)~~—		—		(1)		—
Total Other Comprehensive Income (Loss), Net of Tax	2—		~~(1)~~—		2		(1)
Total Comprehensive Income	$	~~107~~64	$	86152	$	171	$	238

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

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BATH & BODY WORKS, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except par value amounts)

	May 3,2025		February 1,2025		May 4,2024
	August 2,2025		February 1,2025		August 3,2024
	(Unaudited)				(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	~~636~~364	$	674	$	~~855~~514
Accounts Receivable, Net	~~103~~131		205		~~121~~146
Inventories	~~869~~977		734		~~814~~863
Easton Assets Held for Sale	9781		96		—
Other	~~115~~153		114		~~127~~143
Total Current Assets	1,~~820~~706		1,823		1,~~917~~666
Property and Equipment, Net	1,~~111~~124		1,127		1,~~183~~166
Operating Lease Assets	~~970~~984		949		1,~~047~~043
Goodwill	628		628		628
Trade Name	165		165		165
Deferred Income Taxes	133		130		143
Other Assets	5474		50		~~138~~137
Total Assets	$	4,~~881~~814	$	4,872	$	54,~~221~~948
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	~~452~~567	$	338	$	~~403~~411
Accrued Expenses and Other	~~495~~541		584		~~489~~526
Current Operating Lease Liabilities	201		192		186
Current Debt	—		—		313
Income Taxes	146		117		143
Current Operating Lease Liabilities	194		192		186
Total Current Liabilities	1,294		1,231		1,221
Income Taxes	1		117		61
Deferred Income Taxes	23		24		147
Total Current Liabilities	1,303		1,231		1,497
Long-term Debt	3,886		3,884		4,282
Deferred Income Taxes	23		24		45
Long-term Operating Lease Liabilities	895		883		990
Long-term Debt	3,888		3,884		3,881
Other Long-term Liabilities	233		233		257
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; 227, 231 and 238 shares issued; 212, 216 and 223 shares outstanding, respectively	113		115		119
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	~~818~~806		829		~~841~~830
Accumulated Other Comprehensive Income	73		71		74
Retained Earnings (Accumulated Deficit)	(1,~~633~~716)		(1,578)		(1,~~889~~918)
Less: Treasury Stock, at Average Cost; 15, 15 and 15 shares, respectively	(822)		(822)		(822)
Total Shareholders’ Equity (Deficit)	(1,~~451~~548)		(1,385)		(1,~~677~~719)
Noncontrolling Interest	1		2		1
Total Equity (Deficit)	(1,~~450~~547)		(1,383)		(1,~~676~~718)
Total Liabilities and Equity (Deficit)	$	4,~~881~~814	$	4,872	$	54,~~221~~948

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

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BATH & BODY WORKS, INC.

CONSOLIDATED STATEMENTS OF TOTAL EQUITY (DEFICIT)

(in millions, except per share amounts)

(Unaudited)

~~First~~Second Quarter 2025

	Common Stock			Paid-InCapital		AccumulatedOtherComprehensiveIncome		RetainedEarnings (Accumulated Deficit)		TreasuryStock, atAverageCost		Noncontrolling Interest		Total Equity (Deficit)
	SharesOutstanding	ParValue
Balance, February 1, 2025	216	$	115	$	829	$	71	$	(1,578)	$	(822)	$	2	$	(1,383)
Net Income	—	—		—		—		105		—		—		105
Other Comprehensive Income	—	—		—		2		—		—		—		2
Total Comprehensive Income	—	—		—		2		105		—		—		107
Cash Dividends ($0.20 per share)	—	—		—		—		(43)		—		—		(43)
Repurchases of Common Stock	(4)	—		—		—		—		(135)		—		(135)
Treasury Share Retirement	—	(2)		(16)		—		(117)		135		—		—
Share-based Compensation and Other	—	—		5		—		—		—		(1)		4
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)

~~First~~Second Quarter 2024

	Common Stock			Paid-InCapital		AccumulatedOtherComprehensiveIncome		RetainedEarnings (Accumulated Deficit)		TreasuryStock, atAverageCost		Noncontrolling Interest		Total Equity (Deficit)
	SharesOutstanding	ParValue
Balance, February 3, 2024	225	$	120	$	838	$	75	$	(1,838)	$	(822)	$	1	$	(1,626)
Net Income	—	—		—		—		87		—		—		87
Other Comprehensive Loss	—	—		—		(1)		—		—		—		(1)
Total Comprehensive Income	—	—		—		(1)		87		—		—		86
Cash Dividends ($0.20 per share)	—	—		—		—		(45)		—		—		(45)
Repurchases of Common Stock	(2)	—		—		—		—		(99)		—		(99)
Treasury Share Retirement	—	(1)		(5)		—		(93)		99		—		—
Share-based Compensation and Other	—	—		8		—		—		—		—		8
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.

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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.

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BATH & BODY WORKS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(Unaudited)

	First Quarter
	Year-to-Date
	2025		2024
Operating Activities:
Net Income	$	~~105~~169	$	87239
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation of Long-lived Assets	64128		71142
Share-based Compensation Expense	1018		1222
Gain on Sales of Easton Investments	—		(39)
Deferred Income Taxes	(1)		(102)
Changes in Assets and Liabilities:
Accounts Receivable	~~103~~75		~~103~~78
Inventories	(~~134~~241)		(~~105~~154)
Accounts Payable, Accrued Expenses and Other	14157		(~~101~~67)
Income Taxes Payable	34(139)		25(79)
Other Assets and Liabilities	(821)		(1610)
Net Cash Provided by Operating Activities	~~188~~145		7630
Investing Activities:
Capital Expenditures	(3793)		(46101)
Other Investing Activities	(2)		—
Proceeds from Sales of Easton Investments	—		50
Net Cash Used for Investing Activities	(39)		(46)
Other Investing Activities	(2)		11
Net Cash Used for Investing Activities	(95)		(40)
Financing Activities:
Payments for Long-term Debt	—		(~~110~~202)
Repurchases of Common Stock	(~~136~~254)		(96248)
Dividends Paid	(4385)		(4590)
Tax Payments Related to Share-based Awards	(48)		(715)
Other Financing Activities	(515)		(15)
Net Cash Used for Financing Activities	(~~188~~362)		(~~259~~560)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	12		—
Net Decrease in Cash and Cash Equivalents	(38310)		(~~229~~570)
Cash and Cash Equivalents, Beginning of Year	674		1,084
Cash and Cash Equivalents, End of Period	$	~~636~~364	$	~~855~~514

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

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BATH & BODY WORKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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, “~~first~~second quarter of 2025” and “~~first~~second quarter of 2024” refer to the thirteen-week periods ended ~~May~~August 32, 2025 and ~~May~~August 43, 2024, respectively. “Year-to-date 2025” and “year-to-date 2024” refer to the twenty-six-week periods ended August 2, 2025 and ~~references~~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 ~~May~~August 32, 2025 and ~~May~~August 43, 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 $5290 million and $7 million as of ~~May~~August 32, 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. AsBeginning ofin ~~May 3,~~the ~~2025~~fourth ~~and~~quarter ~~February 1,~~of ~~2025~~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. ~~These~~The investments classified as held for sale, consisting primarily of undeveloped land, are reported at their carrying value, which was $9781 million and $96 million as of ~~May~~August 32, 2025 and February 1, 2025, respectively, within Current Assets on the Consolidated Balance Sheets. ~~The Company also had other Easton investments not presented as held for sale, with a carrying value of $24 million and $26 million as of May 3, 2025 and February 1, 2025, respectively.~~

~~The~~During the second quarter of 2025, the Company’s changed its plan of sale for its Easton investments, ~~totaled~~causing ~~$121~~certain ~~million~~of asthese investments to no longer meet the held for sale criteria. As a result of ~~May 4,~~this ~~2024~~change, ~~and~~the ~~are~~Company ~~reported~~reclassified in$17 million of carrying value from Current Assets to long-term Other Assets on the ~~May~~August 42, ~~2024~~2025 Consolidated Balance Sheet. Following asthis ~~they~~reclassification, ~~did~~the Company’s Easton investments not ~~meet~~presented ~~all~~as held for sale were $40 million and reported in Other Assets as of ~~the~~August 2, ~~required~~2025. The ~~criteria~~Company’s ~~for~~Easton investments not presented as held for sale ~~presentation~~and reported in Other Assets were $26 million as of ~~that~~February 1, ~~date~~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 $6775 million as of ~~May~~August 32, 2025, $81 million as of February 1, 2025 and $7487 million as of ~~May~~August 43, 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 $~~178~~166 million as of ~~May~~August 43, 2024. The Company recognized $6487 million as revenue ~~during~~year-to-date ~~the first quarter of~~ 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 ~~first~~second quarters of and year-to-date 2025 and 2024:

	First Quarter
	Second Quarter				Year-to-Date
	2025		2024		2025		2024
	(in millions)
Stores - U.S. and Canada (a)	$	1,~~110~~196	$	1,~~065~~140	$	2,307	$	2,205
Direct - U.S. and Canada	~~250~~267		~~261~~297		517		558
International (b)	6486		5889		150		147
Total Net Sales	$	1,~~424~~549	$	1,~~384~~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 $~~132~~167 million and $~~126~~164 million for the ~~first~~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 ~~first~~second quarters of and year-to-date 2025 and 2024:

	First Quarter
	Second Quarter		Year-to-Date
	2025	2024	2025	2024
	(in millions)
Common Shares	~~229~~225	~~240~~237	227	239
Treasury Shares	(15)	(15)	(15)	(15)
Basic Shares	~~214~~210	~~225~~222	212	224
Effect of Dilutive Awards	1	1	1	1
Diluted Shares	~~215~~211	~~226~~223	213	225
Anti-dilutive Awards (a)	—	1—	—	1

_______________

(a)These awards were excluded from the calculation of Net Income per Diluted Share because their inclusion would have been anti-dilutive.

~~Common Stock Repurchases and Retirements~~10

Under the authority of the Company’s Board of Directors, the Company repurchased shares of its common stock under the following repurchase programs during the first quarters of 2025 and 2024:

Repurchase Program	AmountAuthorized		SharesRepurchased		AmountRepurchased				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	1,329	$	17	60		$	37.67	45.32
January 2025	500		3,866	NA	118		NA		30.47		NA
Total			4,326	2,171	$	135	$	99

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~~Shares~~Common ~~repurchased~~Stock ~~under~~Repurchases ~~these programs are retired~~ and ~~cancelled upon repurchase. As a result, the Company retired the 4.326 million and 2.171 million shares repurchased during the first quarters of 2025 and 2024, respectively.~~ Retirements

~~The~~Under ~~January~~the ~~2024~~authority ~~Program had $139 million~~ of ~~remaining~~the ~~authority~~Company’s asBoard of ~~February 1~~Directors, ~~2025. There~~the ~~were~~Company ~~share~~repurchased ~~repurchases~~shares of $1its ~~million~~common asstock ofunder ~~February 1,~~the ~~2025~~following ~~and~~repurchase $5programs ~~million~~during asyear-to-date of2025 ~~May 4,~~and 2024 ~~reflected in Accounts Payable on the Consolidated Balance Sheets.~~:


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 ~~May~~August 2025, the Company declared its ~~second~~third quarter 2025 ordinary dividend of $0.20 per share payable on ~~June~~September 205, 2025 to shareholders of record at the close of business on ~~June~~August 622, 2025.

4. Inventories

The following table provides details of Inventories as of ~~May~~August 32, 2025, February 1, 2025 and ~~May~~August 43, 2024:

May 3,2025

February 1,2025

May 4,2024

August 2,2025

February 1,2025

August 3,2024

(in millions)

Finished Goods Merchandise

~~696~~724

589

~~673~~669

Raw Materials and Merchandise Components

~~173~~253

145

~~141~~194

Total Inventories

~~869~~977

734

~~814~~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 ~~May~~August 32, 2025, February 1, 2025 and ~~May~~August 43, 2024:

May 3,2025

February 1,2025

May 4,2024

August 2,2025

February 1,2025

August 3,2024

(in millions)

Property and Equipment, at Cost

3,~~250~~310

3,217

3,~~129~~171

Accumulated Depreciation and Amortization

(2,~~139~~186)

(2,090)

(12,~~946~~005)

Property and Equipment, Net

1,~~111~~124

1,127

1,~~183~~166

Depreciation expense was $64 million and $71 million for the ~~first~~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 ~~first~~second quarter of 2025, the Company’s effective tax rate was 2832.43% compared to 260.89% in the ~~first~~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 ~~first~~second quarter ~~rates~~rate ~~were~~was ~~higher~~lower than the Company’s combined estimated federal and state statutory rates primarily due to ~~accrued~~the ~~interest~~sales ~~expense~~of ~~related~~Easton toinvestments ~~unrecognized~~during the quarter, which resulted in the release of a valuation allowance on a deferred tax ~~benefits~~asset.

~~Income~~For ~~taxes~~year-to-date ~~paid~~2025, ~~were~~the $7Company’s ~~million~~effective ~~and~~tax $6rate ~~million~~was 29.9% compared to 12.1% for year-to-date 2024. The 2025 year-to-date rate was higher than the ~~first~~Company’s ~~quarters~~combined ofestimated ~~2025~~federal and ~~2024~~state statutory rates largely due to accrued interest expense related to unrecognized tax benefits and the transition of certain members of the leadership team, ~~respectively~~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.

10Income 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 ~~May~~August 32, 2025, February 1, 2025 and ~~May~~August 43, 2024:

	May 3,2025		February 1,2025		May 4,2024
	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”)	~~277~~278		277		~~287~~275
$444 million, 5.250% Fixed Interest Rate Notes due February 2028 (“2028 Notes”)	443		443		~~450~~443
$482 million, 7.500% Fixed Interest Rate Notes due June 2029 (“2029 Notes”)	~~476~~477		476		~~485~~475
$844 million, 6.625% Fixed Interest Rate Notes due October 2030 (“2030 Notes”)	839		838		~~893~~838
$802 million, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)	797		796		~~800~~796
$575 million, 6.750% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)	571		571		571
Total Senior Debt with Subsidiary Guarantee	3,~~403~~405		3,401		3,~~799~~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 Long-term Debt	$	3,886	$	3,884	$	4,282
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 ~~first~~second quarter of and year-to-date 2025.

During the ~~first~~second quarter of and year-to-date 2024, the Company repurchased in the open market and extinguished $~~109~~91 million and $200 million principal ~~amount~~amounts of its outstanding senior notes, respectively. The aggregate repurchase price for these notes was $~~110~~92 million and $202 million for the second quarter of and year-to-date 2024, respectively, resulting in a pre-tax ~~loss~~losses of $12 million and $3 million, including the write-off of unamortized issuance costs, during the second quarter of and year-to-date 2024, respectively. ~~This~~These ~~loss~~losses isare included in Other Income, Net, in the ~~first quarter of~~ 2024 Consolidated ~~Statement~~Statements of Income.

The following table provides details of the outstanding principal amounts of senior notes repurchased and extinguished during the ~~first~~second quarter, ofyear-to-date and ~~the~~ full year of 2024:

	First Quarter		Full Year
	Second Quarter				Year-to-Date		Full Year
	(in millions)
2025 Notes	$	—	$	~~314~~	$	—	$	314
2027 Notes	—14		14		14		14
2028 Notes	107		17		17		17
2029 Notes	710		17		17		17
2030 Notes	3856		94		94		94
2033 Notes	10—		10		10		10
2035 Notes	64		10		10		10
2036 Notes	38—		38		38		38
Total	$	~~109~~91	$	~~514~~	$	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 ~~and, as of May 3, 2025, had an expiration date in August 2026~~.

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 13

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In May 2025, the ~~extent~~Company entered into an amendment and restatement (“Amendment”) of ~~such~~the ~~excess~~ABL Facility. AsThe ofAmendment ~~May 3,~~removed ~~2025,~~ the ~~Company’s~~interest ~~borrowing~~rate ~~base~~credit ~~was~~spread ~~$639~~adjustment ~~million~~of 0.10%, ~~and~~extended itthe ~~had~~expiration nodate ~~borrowings~~from ~~outstanding~~August ~~under~~2026 ~~the~~to ~~ABL~~May ~~Facility~~2030 and included certain other technical amendments.

~~The~~Availability under the ABL Facility ~~supports~~is the lesser of (i) the borrowing base, determined primarily based on the Company’s ~~letter~~eligible ofU.S. and Canadian credit ~~program~~card receivables, accounts receivable, inventory and eligible real property, or (ii) the aggregate commitment. ~~The~~If ~~Company~~at ~~had~~any ~~$11~~time ~~million~~the of outstanding ~~letters~~amount ofunder ~~credit~~the asABL Facility exceeds the lesser of ~~May 3~~(i) the borrowing base and (ii) the aggregate commitment, ~~2025~~the ~~that~~Company ~~reduced~~is ~~its~~required ~~availability~~to repay the outstanding amounts under the ABL Facility to the extent of such excess. As of ~~May~~August 32, 2025, the Company’s ~~availability~~borrowing base was $683 million, and it had no borrowings outstanding under the ABL Facility ~~was $628 million~~.

AsThe ~~of May 3, 2025, the~~ ABL Facility ~~fees~~supports ~~related~~the toCompany’s ~~committed~~letter ~~and~~of ~~unutilized~~credit ~~amounts were 0~~program.~~30%~~ The ~~per~~Company ~~annum,~~had ~~and~~$9 ~~the~~million ~~fees~~of ~~related to~~ outstanding letters of credit ~~were~~as ~~1.25%~~of ~~per annum. In addition~~August 2, ~~the~~2025 ~~interest~~that ~~rate~~reduced onits ~~outstanding~~availability ~~U.S.~~under ~~dollar borrowings was~~ the ~~Term~~ABL ~~Secured~~Facility. As ~~Overnight~~of ~~Financing~~August 2, ~~Rate~~2025, ~~plus~~the ~~1.25%~~Company’s ~~and~~availability aunder ~~credit~~the ~~spread~~ABL ~~adjustment~~Facility ofwas ~~0.10%~~$674 ~~per annum~~million.

~~The~~As ~~ABL~~of ~~Facility~~August 2, ~~requires~~2025, the ~~Company~~ABL toFacility ~~maintain~~fees arelated ~~fixed~~to ~~charge~~committed ~~coverage~~and ~~ratio~~unutilized ofamounts ~~not~~were ~~less~~0.30% ~~than~~per ~~1.00~~annum, toand ~~1.00~~the ~~during~~fees anrelated ~~event~~to outstanding letters of ~~default~~credit orwere ~~any~~1.25% ~~period~~per ~~commencing~~annum. In onaddition, ~~any~~the ~~day~~interest ~~when~~rate ~~specified~~on ~~excess~~outstanding ~~availability~~U.S. isdollar ~~less~~borrowings ~~than~~was the ~~greater~~Term ofSecured ~~(i)~~Overnight ~~$70~~Financing ~~million~~Rate orplus ~~(ii) 10~~1.25% ofper ~~the~~annum. The ~~maximum~~interest ~~borrowing~~rate ~~amount. As~~on ofoutstanding ~~May 3,~~Canadian ~~2025,~~dollar-denominated borrowings was the ~~Company~~Canadian ~~was~~Overnight ~~not~~Repo ~~required~~Rate toAverage ~~maintain~~plus ~~this~~1.25% ~~ratio~~per annum.

~~Subsequent~~The toABL ~~May 3,~~Facility ~~2025,~~requires the Company ~~entered~~to ~~into~~maintain ana ~~amendment~~fixed ~~and~~charge ~~restatement~~coverage ratio of ~~the~~not ~~ABL~~less ~~Facility,~~than ~~which~~1.00 ~~removed~~to ~~the~~1.00 ~~interest~~during ~~rate~~an ~~credit~~event ~~spread~~of ~~adjustment~~default or any period commencing on any day when specified excess availability is less than the greater of 0.(i) $70 million or (ii) 10%, ~~extended~~of the ~~expiration~~maximum ~~date~~borrowing ~~from~~amount. As of August 2, ~~2026~~2025, tothe ~~May~~Company ~~2030~~was ~~and~~not ~~included~~required ~~other~~to ~~technical~~maintain ~~amendments~~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 ~~Long-term~~ debt as of ~~May~~August 32, 2025, February 1, 2025 and ~~May~~August 43, 2024:

May 3,2025

February 1,2025

May 4,2024

August 2,2025

February 1,2025

August 3,2024

(in millions)

Principal Value

3,916

4,~~321~~230

Fair Value, Estimated (a)

3,~~957~~992

3,986

4,~~351~~241

_______________

(a)The estimated fair value of the Company’s ~~Long-term~~ 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 $~~227~~224 million as of ~~May~~August 32, 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 ~~first~~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.

12The 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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The following table illustrates significant segment expenses that were regularly provided to the CODM for the first quarters of 2025 and 2024:

	First Quarter
	2025		2024
	(in millions)
Net Sales	$	1,424	$	1,384
Cost of Goods Sold	(509)		(509)
Buying and Occupancy	(269)		(269)
Gross Profit	646		606
Selling Expenses	(256)		(247)
Marketing Expenses	(49)		(45)
General and Administrative Expenses	(132)		(127)
Operating Income	$	209	$	187

11. Subsequent Events

Effective May 16, 2025, Gina Boswell ceased serving as the Company’s Chief Executive Officer, and resigned as a member of its Board. Also on May 16, 2025, the Company’s Board appointed Daniel Heaf to serve as the Company’s new Chief Executive Officer. Mr. Heaf will be appointed as a member of the Board effective as of immediately following the conclusion of the Company’s 2025 Annual Meeting of Shareholders.

On May 22, 2025, the Company entered into an amendment and restatement of the ABL Facility, which removed the interest rate credit spread adjustment of 0.10%, extended the expiration date from August 2026 to May 2030 and included other technical amendments.

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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 ~~May~~August 32, 2025 and ~~May~~August 43, 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 ~~thirteen~~twenty-six week periods ended ~~May~~August 32, 2025 and ~~May~~August 43, 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

~~May~~August 2928, 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 ~~first~~second quarter of 2025, ~~consolidated~~total Net Sales were $1,~~424~~549 million, which increased $4023 million, or 21.95%, compared to the ~~first~~second quarter of 2024. Total North American Net Sales increased $3426 million, primarily due to modest increases in transactions and average dollar sales, ~~and~~partially ~~International~~offset ~~Net~~by ~~Sales~~a ~~increased~~ $63 million decline in International Net Sales. Our ~~first~~second quarter Operating Income was $~~209~~157 million, which ~~increased~~decreased $2226 million, or 1113.79%, compared to the ~~first~~second quarter of 2024, and our Operating Income rate (expressed as a percentage of Net Sales) ~~increased~~decreased to 1410.72% from 1312.50%. The Operating Income rate ~~increase~~decrease was primarily due to a higher ~~Gross~~General, ~~Profit~~Administrative ~~rate~~and Store Operating Expenses driven by leadership transition costs, partially offset by an increase in ~~General,~~the ~~Administrative~~Gross ~~and~~Profit ~~Store Operating Expenses~~rate.

For additional information related to our ~~first~~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 ~~strategy~~brand, stores, loyalty members, passionate store associates and ~~actions~~a ~~position~~predominantly ~~the~~U.S. ~~Company~~based tovertically ~~achieve~~integrated ~~sustainable~~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 to 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 ~~believe~~are focused on elevating our ~~continued~~owned ~~innovation~~digital ~~across~~platform ~~our~~to ~~core~~meet ~~categories~~the ~~supported~~expectations of today’s consumers by ~~compelling~~enhancing ~~marketing~~functionality and ~~enhanced technology~~storytelling, ~~building~~which onwe ~~innovation~~believe ~~platforms~~will weboost ~~launched~~brand inequity ~~2024~~ and ~~extending~~direct channel sales. We are also amplifying our ~~reach~~efficacy ~~through~~message ~~adjacencies~~by more clearly communicating claims and ~~international~~modernizing ~~expansion~~packaging to better reflect key product attributes, ~~will~~such ~~continue~~as efficacy, safety, and emotional benefits, especially to ~~accelerate~~younger ~~Net~~and ~~Sales~~ingredient-conscious ~~growth~~consumers, ~~over~~reinforcing the ~~long~~value ~~term~~of our products. ~~Amid~~Finally, awe ~~challenging~~are ~~macroeconomic~~focused ~~backdrop,~~on weputting ~~have~~our ~~remained~~product ~~disciplined~~in the path of the consumer by strategically and ~~decisive~~thoughtfully inexploring ~~our~~new ~~actions~~forms ~~which~~of isdistribution ~~evidenced~~beyond inthe ~~our~~owned ~~current~~channels ~~performance~~we currently sell through to reach and engage new and younger consumers and drive brand discovery.

We expect consumers to continue value-seeking behavior and 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. We are actively monitoring the changes in shifting trade policies and related market disruptions and are leveraging our predominately U.S.-based supply chain to take proactive measures to mitigate global trade policy shifts and to offset our tariff exposure over time. Building on our current performance, proactive tariff mitigation strategies, and our strong, predominately U.S.-based supply chain, we believe we are well-positioned to absorb the impacts of tariffs currently in effect and levied. 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.17

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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 ~~first~~second quarters of and year-to-date 2025 and 2024:

	First Quarter
	Second Quarter						Year-to-Date
	2025		2024		% Change		2025		2024		% Change
Sales per Average Selling Square Foot (a)	$	~~207~~220	$	~~204~~216	12	%	$	427	$	420	2	%
Sales per Average Store (in thousands) (a)	$	~~588~~627	$	~~577~~613	2	%	$	1,216	$	1,188	2	%
Average Store Size (selling square feet)	2,~~845~~844		2,~~831~~833		—	%
Total Selling Square Feet (in thousands)	5,~~083~~094		4,~~937~~989		32	%

________________

(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 ~~the~~year-to-date ~~first quarter of~~ 2025:

	Stores			Stores
	February 1, 2025	Opened	Closed	~~May~~August 32, 2025
United States	1,782	1333	(824)	1,~~787~~791
Canada	113	—	—	113
Total	1,895	1333	(824)	1,~~900~~904

Partner-operated Stores

The following table represents Partner-operated store activity for ~~the~~year-to-date ~~first quarter of~~ 2025:

	Stores			Stores
	February 1, 2025	Opened	Closed	~~May~~August 32, 2025
International	494	1225	(1718)	~~489~~501
International - Travel Retail	35	23	(2)	3536
Total International (a)	529	1428	(1920)	~~524~~537

________________

(a)Includes store locations only and does not include kiosks, shop-in-shops, gondola or beauty counter locations.

Results of Operations

~~First~~Second Quarter of 2025 Compared to the ~~First~~Second Quarter of 2024

Net Sales

The following table provides Net Sales for the ~~first~~second quarter of 2025 in comparison to the ~~first~~second quarter of 2024:

	2025		2024		% Change
	(in millions)
Stores - U.S. and Canada (a)	$	1,~~110~~196	$	1,~~065~~140	4.39	%
Direct - U.S. and Canada	~~250~~267		~~261~~297		(410.31	%)
International (b)	6486		5889		10(2.19	%)
Total Net Sales	$	1,~~424~~549	$	1,~~384~~526	21.95	%

_______________

(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 ~~first~~second quarter of 2025, total Net Sales were $1,~~424~~549 million and increased $4023 million, or 21.95%, compared to the ~~first~~second quarter of 2024. Stores Net Sales increased $4556 million, or 4.39%, 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 $1130 million, or 410.31%, 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~~decreased $63 million, or 102.19%~~, driven by timing of product shipments to our partners~~.

1619

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Gross Profit

For the ~~first~~second quarter of 2025, our Gross Profit increased $4014 million compared to the second quarter of 2024, to $~~646~~640 million, and our Gross Profit rate (expressed as a percentage of Net Sales) increased to 4541.43%, from 4341.80% in the ~~first~~second quarter of 2024. Gross Profit dollars increased due to higher Net Sales, and athe ~~100~~Gross ~~basis~~Profit ~~point~~rate ~~improvement~~increased indue ~~the~~to ~~merchandise~~leverage ~~margin~~on ~~rate,~~Occupancy ~~which~~Expenses ~~was~~largely ~~primarily~~ driven by ~~strategic~~the ~~pricing~~exit ~~and~~of ~~strong~~a ~~cost~~third-party ~~management~~fulfillment center. ~~Category~~The ~~mix~~second ~~shifts~~quarter ~~drove~~of ~~both~~2025 ~~lower~~merchandise ~~average~~margin ~~unit~~rate ~~retails~~was flat to the second quarter of 2024, as strategic pricing and ~~average~~strong ~~unit~~cost ~~costs~~management ~~during~~mitigated the ~~quarter~~impact from tariffs.

Gross Profit rate increased due to the merchandise margin rate improvement as well as leverage on Occupancy Expenses due to Net Sales growth.

General, Administrative and Store Operating Expenses

The following table provides detail for our General, Administrative and Store Operating Expenses for the ~~first~~second quarter of 2025 compared to the ~~first~~second quarter of 2024:

	2025				2024				Change
	(in millions)		% of Net Sales		(in millions)		% of Net Sales		(in millions)		% of Net Sales
Selling Expenses	$	~~256~~282	18.02	%	$	~~247~~261	17.81	%	$	921	01.21	%
Marketing Expenses	4953		3.54	%	4551		3.3	%	43		0.1	%
General and Administrative Expenses	~~132~~148		9.35	%	~~127~~131		98.26	%	516		0.19	%
Total	$	~~437~~483	3031.71	%	$	~~419~~443	3029.31	%	$	1840	02.40	%

For the ~~first~~second quarter of 2025, our total General, Administrative and Store Operating Expenses increased $1840 million compared to the second quarter of 2024, to $~~437~~483 million, and the rate (expressed as a percentage of Net Sales) increased to 3031.71% from 3029.31% in the ~~first~~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 ~~both~~ increased primarily due to ~~higher~~$15 ~~payroll~~million ~~related~~of costs, ~~mainly~~related ~~driven~~to bythe ~~wage~~transition ~~inflation,~~of ~~partially~~certain ~~offset~~members byof the ~~benefits~~leadership ofteam, ~~our~~primarily ~~cost~~related ~~optimization~~to ~~work~~severance benefits.

The General, Administrative and Store Operating Expense rate increased primarily due to the leadership transition costs, increase in payroll related costs, and ~~incremental~~higher ~~investments~~healthcare ~~in marketing~~costs.

Other Income and Expenses

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for the ~~first~~second quarters of 2025 and 2024:

	2025			2024
Average daily borrowings (in millions)	$	3,916		$	4,~~386~~258
Average borrowing rate	7.1		%	7.3		%

For the ~~first~~second quarter of 2025, our Interest Expense was $7168 million, compared to $8277 million in the ~~first~~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 ~~first~~second quarter of 2025, our Other Income, Net was $86 million, compared to $1347 million in the ~~first~~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 ~~was~~is primarily due to lower interest income on invested cash in the ~~first~~second quarter of 2025.

Provision for Income Taxes

For the ~~first~~second quarter of 2025, our effective tax rate was 2832.43% compared to 260.89% in the ~~first~~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 ~~first~~second quarter ~~rates~~rate ~~were~~was ~~higher~~lower than our combined estimated federal and state statutory rates primarily due to ~~accrued~~the ~~interest~~sales ~~expense~~of ~~related~~Easton toinvestments ~~unrecognized~~during the quarter, which resulted in the release of a valuation allowance on a deferred tax ~~benefits~~asset.

17Results 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 $~~182~~123 million as of ~~May~~August 32, 2025.

~~During~~We ~~the first quarter of 2025, we~~ repurchased 48.~~326~~468 million shares of our common stock for $~~135~~256 million during year-to-date 2025. We may, from time to time, repurchase, or otherwise retire, additional ~~debt or~~ 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 ~~the~~year-to-date ~~first quarters of~~ 2025 and 2024:

	2025		2024
	(in millions)
Cash and Cash Equivalents, Beginning of Year	$	674	$	1,084
Net Cash Flows Provided by Operating Activities	~~188~~145		7630
Net Cash Flows Used for Investing Activities	(3995)		(4640)
Net Cash Flows Used for Financing Activities	(~~188~~362)		(~~259~~560)
Effects of Exchange Rate Changes on Cash and Cash Equivalents	12		—
Net Decrease in Cash and Cash Equivalents	(38310)		(~~229~~570)
Cash and Cash Equivalents, End of Period	$	~~636~~364	$	~~855~~514

Operating Activities

Net cash provided by operating activities infor ~~the~~year-to-date ~~first quarter of~~ 2025 was $~~188~~145 million, including net income of $~~105~~169 million. Net income included depreciation of $64128 million and share-based compensation expense of $1018 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.

Net cash provided by operating activities in the first quarter of 2024 was $76 million, including net income of $87 million. Net income included depreciation of $71 million and share-based compensation expense of $12 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, Accounts Receivable and Accounts Payable, Accrued Expenses and Other.22

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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 infor ~~the~~year-to-date ~~first quarter of~~ 2025 was $3995 million, primarily related to capital expenditures. The capital expenditures included approximately $2560 million related to new off-mall stores and remodels of existing stores and approximately $1020 million for various technology projects primarily to support the growth and profitability of our business.

Net cash used for investing activities infor ~~the~~year-to-date ~~first quarter of~~ 2024 was $4640 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 $3575 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 induring ~~the~~year-to-date ~~first quarter of~~ 2025 was $~~188~~362 million, primarily consisting of $~~136~~254 million for share repurchases and dividend payments of $0.2040 per share, or $4385 million.

18Net 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.

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Net cash used for financing activities in the first quarter of 2024 was $259 million, primarily consisting of $110 million for open market debt repurchases, $96 million for share repurchases, dividend payments of $0.20 per share, or $45 million, and $7 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 ~~the~~year-to-date ~~first quarters of~~ 2025 and 2024:

Repurchase Program	AmountAuthorized		SharesRepurchased		AmountRepurchased				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	14,~~329~~921	$	17	60210		$	37.67	4542.3272
January 2025	500		38,~~866~~008	NA	~~118~~239		NA		3029.4778		NA
Total			48,~~326~~468	25,~~171~~763	$	~~135~~256	$	99249

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 $5 million as of May 4, 2024 reflected in Accounts Payable on the Consolidated Balance Sheets.23

OnTable 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. The January 2025 Program had $382 million of ~~remaining authority as of May 3, 2025.~~ Contents

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 ~~May~~August 2025, we declared our ~~second~~third quarter 2025 ordinary dividend of $0.20 per share payable on ~~June~~September 205, 2025 to shareholders of record at the close of business on ~~June~~August 622, 2025.

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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 ~~May~~August 32, 2025, February 1, 2025 and ~~May~~August 43, 2024:

	May 3,2025		February 1,2025		May 4,2024
	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”)	~~277~~278		277		~~287~~275
$444 million, 5.250% Fixed Interest Rate Notes due February 2028 (“2028 Notes”)	443		443		~~450~~443
$482 million, 7.500% Fixed Interest Rate Notes due June 2029 (“2029 Notes”)	~~476~~477		476		~~485~~475
$844 million, 6.625% Fixed Interest Rate Notes due October 2030 (“2030 Notes”)	839		838		~~893~~838
$802 million, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”)	797		796		~~800~~796
$575 million, 6.750% Fixed Interest Rate Notes due July 2036 (“2036 Notes”)	571		571		571
Total Senior Debt with Subsidiary Guarantee	3,~~403~~405		3,401		3,~~799~~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 Long-term Debt	$	3,886	$	3,884	$	4,282
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 ~~first~~second quarter of and year-to-date 2025.

During the ~~first~~second quarter of and year-to-date 2024, we repurchased in the open market and extinguished $~~109~~91 million and $200 million principal ~~amount~~amounts of our outstanding senior notes, respectively. The aggregate repurchase price for these notes was $~~110~~92 million and $202 million for the second quarter of and year-to-date 2024, respectively, resulting in a pre-tax ~~loss~~losses of $12 million and $3 million, including the write-off of unamortized issuance costs, during the second quarter of and year-to-date 2024, respectively. ~~This~~These ~~loss~~losses isare included in Other Income, Net in the ~~first quarter of~~ 2024 Consolidated ~~Statement~~Statements of Income.

	First Quarter		Full Year
	Second Quarter				Year-to-Date		Full Year
	(in millions)
2025 Notes	$	—	$	~~314~~	$	—	$	314
2027 Notes	—14		14		14		14
2028 Notes	107		17		17		17
2029 Notes	710		17		17		17
2030 Notes	3856		94		94		94
2033 Notes	10—		10		10		10
2035 Notes	64		10		10		10
2036 Notes	38—		38		38		38
Total	$	~~109~~91	$	~~514~~	$	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 ~~and, as of May 3, 2025, had an expiration date in August 2026~~.

~~Availability~~In ~~under~~May ~~the ABL Facility is the lesser of (i) the borrowing base~~2025, ~~determined~~we ~~primarily~~entered ~~based~~into onan ~~our~~amendment ~~eligible U.S.~~ and ~~Canadian~~restatement ~~credit card receivables, accounts receivable, inventory and eligible real property, or~~ (ii“Amendment”) of the ~~aggregate~~ABL ~~commitment~~Facility. IfThe atAmendment ~~any~~removed ~~time~~ the ~~outstanding~~interest ~~amount~~rate ~~under~~credit ~~the~~spread ~~ABL~~adjustment ~~Facility exceeds the lesser~~ of ~~(i) the borrowing base and (ii) the aggregate commitment~~0.10%, weextended ~~are required to repay~~ the ~~outstanding~~expiration ~~amounts~~date ~~under~~from ~~the~~August ~~ABL~~2026 ~~Facility~~ to ~~the extent of such excess. As of~~ May 3, ~~2025,~~2030 ~~our borrowing base was $639 million,~~ and weincluded ~~had~~certain noother ~~borrowings~~technical ~~outstanding under the ABL Facility~~amendments.

20Availability 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.

~~Table~~The ABL Facility supports our letter of ~~Contents~~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.

~~The~~As of August 2, 2025, the ABL Facility ~~supports~~fees ~~our~~related ~~letter~~to ofcommitted ~~credit~~and ~~program~~unutilized amounts were 0. We30% ~~had~~per ~~$11~~annum, ~~million~~and ofthe fees related to outstanding letters of credit aswere of1.25% ~~May 3~~per annum. In addition, ~~2025~~the ~~that~~interest ~~reduced~~rate ~~our~~on ~~availability~~outstanding ~~under~~U.S. dollar borrowings was the ~~ABL~~Term ~~Facility~~Secured Overnight Financing Rate plus 1. As25% ofper ~~May 3,~~annum. ~~2025,~~The ~~our~~interest ~~availability~~rate ~~under~~on ~~the~~outstanding ~~ABL~~Canadian ~~Facility~~dollar-denominated borrowings was ~~$628~~the ~~million~~Canadian Overnight Repo Rate Average plus 1.25% per annum.

AsThe ~~of May 3, 2025, the~~ ABL Facility ~~fees~~requires ~~related~~us to ~~committed~~maintain ~~and~~a ~~unutilized~~fixed ~~amounts~~charge ~~were~~coverage ~~0.30%~~ratio ~~per~~of ~~annum,~~not ~~and~~less ~~the~~than ~~fees~~1.00 ~~related~~ to ~~outstanding~~1.00 ~~letters~~during an event of ~~credit~~default ~~were~~or ~~1.25%~~any ~~per~~period ~~annum. In~~commencing ~~addition,~~on ~~the~~any ~~interest~~day ~~rate~~when onspecified ~~outstanding~~excess ~~U.S.~~availability ~~dollar~~is ~~borrowings~~less ~~was~~than the ~~Term~~greater ~~Secured~~of ~~Overnight~~(i) ~~Financing~~$70 ~~Rate~~million ~~plus~~or ~~1.25~~(ii) 10% ~~and~~of athe ~~credit~~maximum ~~spread~~borrowing ~~adjustment~~amount. As of ~~0.10%~~August 2, ~~per~~2025, ~~annum~~we were not required to maintain this ratio.

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 May 3, 2025, we were not required to maintain this ratio.

Subsequent to May 3, 2025, we entered into an amendment and restatement of the ABL Facility, which removed the interest rate credit spread adjustment of 0.10%, extended the expiration date from August 2026 to May 2030 and included other technical amendments.

Credit Ratings

The following table provides our credit ratings as of ~~May~~August 32, 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	~~May~~August 32,2025		February 1,2025
	(in millions)
ASSETS
Current Assets (a)	$	2,~~069~~031	$	2,075
Noncurrent Assets	2,~~418~~441		2,411
LIABILITIES
Current Liabilities (b)	$	2,~~469~~527	$	2,394
Noncurrent Liabilities	4,909		4,898
Noncurrent Liabilities (c)	4,941		4,898

_______________

(a)Includes amounts due from non-Guarantor subsidiaries of $~~583~~588 million and $572 million as of ~~May~~August 32, 2025 and February 1, 2025, respectively.

21(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.

~~Table~~(c)Includes amounts due to non-Guarantor subsidiaries of ~~Contents~~$25 million as of August 2, 2025.

(b)Includes amounts due to non-Guarantor subsidiaries of $1.417 billion and $1.421 billion as of May 3, 2025 and February 1, 2025, respectively.


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

FIRST QUARTER OF 2025 SUMMARIZED STATEMENT OF INCOME	(in millions)
Net Sales (a)	$	1,355
Gross Profit	602
Operating Income	193
Income Before Income Taxes	128
Net Income	91

_______________

(a)Includes Net Sales of $3472 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 $~~227~~224 million as of ~~May~~August 32, 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.

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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 ~~May~~August 32, 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:

May 3,2025

February 1,2025

May 4,2024

August 2,2025

February 1,2025

August 3,2024

(in millions)

Principal Value

3,916

4,~~321~~230

Fair Value, Estimated (a)

3,~~957~~992

3,986

4,~~351~~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 ~~May~~August 32, 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.

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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. ~~During~~There ~~the~~were ~~first quarter~~no ~~of 2025,~~changes ~~we transitioned to new real-estate management systems to enhance operational efficiency~~ in our ~~lease~~internal ~~administration~~control ~~and~~over ~~compliance~~financial ~~with lease accounting and~~ reporting ~~standards. We~~that ~~updated~~occurred ~~our~~in ~~processes to align with~~ the ~~functionality~~second quarter of 2025 ~~the~~that ~~new~~have ~~systems~~materially ~~and~~affected, ~~ensured~~or ~~that~~are ~~adequate~~reasonably ~~controls~~likely ~~were~~to ~~designed~~materially ~~and~~affect, ~~operating~~our ~~effectively~~internal ~~throughout~~control ~~the~~over ~~transition~~financial ~~process~~reporting.

There were no other changes in our internal control over financial reporting that occurred in the first 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 ~~first~~second quarter of 2025:

Fiscal Period	TotalNumber ofSharesPurchased (a)	Average PricePaid perShare (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)
February 2025	776	$	37.19	773	$	488,593
May 2025	608	$	29.32	517	$	367,301
March 2025	2,157	31.40		2,022	424,910
June 2025	2,258	27.76		2,252	304,798
April 2025	1,535	27.89		1,531	382,201
July 2025	1,382	31.50		1,373	261,510
Total	4,~~468~~248			4,~~326~~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 ~~first~~second quarter of 2025.

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Item 6. EXHIBITS

Exhibits
10.1						Letter Agreement between the Company and ~~Deon~~Eva ~~Riley~~Boratto, dated ~~February~~July 2421, 2025.
10.2						Offer Letter between the Company and Daniel Heaf, dated as of May 16, 2025.
10.3						Executive Severance Agreement between the Company and Daniel Heaf, dated as of May 16, 2025.
10.4						Second Amended and Restated Revolving Credit Agreement by and among Bath & Body Works, Inc. and JPMorgan Chase Bank, N.A., dated May 22, 2025, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated May 22, 2025.
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: ~~May~~August 2928, 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.

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Filing Compare · Bath & Body Works, Inc.