BBWI 10-Q
Bath & Body Works, Inc. (BBWI)
10-Q
2025-11-20
For: 2025-11-01
View Original
Added on
April 04, 2026
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 November 1, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 1-8344
_________________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (Registrant’s telephone number, including area code) | ||||||||
| (Former name, former address and former fiscal year, if changed since last report) | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | 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 | ||||||
As of November 14, 2025, the number of outstanding shares of the Registrant’s common stock was 204,721,605 shares.
BATH & BODY WORKS, INC. ®
TABLE OF CONTENTS
| Page No. | |||||
Item 1. Financial Statements * | |||||
Item 4. Controls and Procedures | |||||
Item 1. Legal Proceedings | |||||
Item 1A. Risk Factors | |||||
Item 3. Defaults Upon Senior Securities | |||||
Item 4. Mine Safety Disclosures | |||||
Item 5. Other Information | |||||
Item 6. Exhibits | |||||
| * | The Company’s fiscal year ends on the Saturday nearest to January 31. As used herein, “third quarter of 2025” and “third quarter of 2024” refer to the thirteen-week periods ended November 1, 2025 and November 2, 2024, respectively. “Year-to-date 2025” and “year-to-date 2024” refer to the thirty-nine-week periods ended November 1, 2025 and November 2, 2024, respectively. | ||||
2
PART I—FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
(Unaudited)
| Third Quarter | Year-to-Date | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Costs of Goods Sold, Buying and Occupancy | ( | ( | ( | ( | |||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| General, Administrative and Store Operating Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest Expense | ( | ( | ( | ( | |||||||||||||||||||
| Other Income, Net | |||||||||||||||||||||||
| Income Before Income Taxes | |||||||||||||||||||||||
| Provision for Income Taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Net Income per Basic Share | $ | $ | $ | $ | |||||||||||||||||||
| Net Income per Diluted Share | $ | $ | $ | $ | |||||||||||||||||||
BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)
| Third Quarter | Year-to-Date | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Other Comprehensive Income (Loss), Net of Tax: | |||||||||||||||||||||||
| Foreign Currency Translation | ( | ( | ( | ||||||||||||||||||||
| Unrealized Gain (Loss) on Cash Flow Hedges | ( | ||||||||||||||||||||||
| Reclassification of Cash Flow Hedges to Earnings | ( | ||||||||||||||||||||||
| Total Other Comprehensive Income (Loss), Net of Tax | ( | ( | |||||||||||||||||||||
| Total Comprehensive Income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
3
BATH & BODY WORKS, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except par value amounts)
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||||
| ASSETS | |||||||||||||||||
| Current Assets: | |||||||||||||||||
| Cash and Cash Equivalents | $ | $ | $ | ||||||||||||||
| Accounts Receivable, Net | |||||||||||||||||
| Inventories | |||||||||||||||||
| Easton Assets Held for Sale | |||||||||||||||||
| Other | |||||||||||||||||
| Total Current Assets | |||||||||||||||||
| Property and Equipment, Net | |||||||||||||||||
| Operating Lease Assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Trade Name | |||||||||||||||||
| Deferred Income Taxes | |||||||||||||||||
| Other Assets | |||||||||||||||||
| Total Assets | $ | $ | $ | ||||||||||||||
| LIABILITIES AND EQUITY (DEFICIT) | |||||||||||||||||
| Current Liabilities: | |||||||||||||||||
| Accounts Payable | $ | $ | $ | ||||||||||||||
| Accrued Expenses and Other | |||||||||||||||||
| Current Debt | |||||||||||||||||
| Current Operating Lease Liabilities | |||||||||||||||||
| Income Taxes | |||||||||||||||||
| Total Current Liabilities | |||||||||||||||||
| Deferred Income Taxes | |||||||||||||||||
| Long-term Debt | |||||||||||||||||
| Long-term Operating Lease Liabilities | |||||||||||||||||
| Other Long-term Liabilities | |||||||||||||||||
| Shareholders’ Equity (Deficit): | |||||||||||||||||
Preferred Stock - $ | |||||||||||||||||
Common Stock - $ | |||||||||||||||||
| Paid-in Capital | |||||||||||||||||
| Accumulated Other Comprehensive Income | |||||||||||||||||
| Retained Earnings (Accumulated Deficit) | ( | ( | ( | ||||||||||||||
Less: Treasury Stock, at Average Cost; | ( | ( | ( | ||||||||||||||
| Total Shareholders’ Equity (Deficit) | ( | ( | ( | ||||||||||||||
| Noncontrolling Interest | |||||||||||||||||
| Total Equity (Deficit) | ( | ( | ( | ||||||||||||||
| Total Liabilities and Equity (Deficit) | $ | $ | $ | ||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
4
BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF TOTAL EQUITY (DEFICIT)
(in millions, except per share amounts)
(Unaudited)
Third Quarter 2025
| Common Stock | Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Treasury Stock, at Average Cost | Noncontrolling Interest | Total Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||
Balance, August 2, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Cash Dividends ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchases of Common Stock | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Treasury Share Retirement | — | ( | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation and Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, November 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
Third Quarter 2024
| Common Stock | Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings (Accumulated Deficit) | Treasury Stock, at Average Cost | Noncontrolling Interest | Total Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Par Value | ||||||||||||||||||||||||||||||||||||||||||||||
Balance, August 3, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
Cash Dividends ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchases of Common Stock | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Treasury Share Retirement | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation and Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, November 2, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
5
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 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Cash Dividends ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchases of Common Stock | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Treasury Share Retirement | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation and Other | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Balance, November 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
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 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other Comprehensive Loss | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Total Comprehensive Income | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
Cash Dividends ($ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchases of Common Stock | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Treasury Share Retirement | — | ( | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation and Other | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance, November 2, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
6
BATH & BODY WORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Year-to-Date | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net Income | $ | $ | |||||||||
| Adjustments to Reconcile Net Income to Net Cash Provided by (Used for) Operating Activities: | |||||||||||
| Depreciation of Long-lived Assets | |||||||||||
| Share-based Compensation Expense | |||||||||||
| Gain on Sale of Non-core Asset | ( | ||||||||||
| Gain on Sales of Easton Investments | ( | ||||||||||
| Deferred Income Taxes | ( | ( | |||||||||
| Changes in Assets and Liabilities: | |||||||||||
| Accounts Receivable | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts Payable, Accrued Expenses and Other | |||||||||||
| Income Taxes Payable | ( | ( | |||||||||
| Other Assets and Liabilities | ( | ( | |||||||||
| Net Cash Provided by (Used for) Operating Activities | ( | ||||||||||
| Investing Activities: | |||||||||||
| Capital Expenditures | ( | ( | |||||||||
| Proceeds from Sale of Non-core Asset | |||||||||||
| Proceeds from Sales of Easton Investments, Net of Fees Paid | |||||||||||
| Other Investing Activities | ( | ||||||||||
| Net Cash Used for Investing Activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Payments for Long-term Debt | ( | ||||||||||
| Repurchases of Common Stock | ( | ( | |||||||||
| Dividends Paid | ( | ( | |||||||||
| Tax Payments Related to Share-based Awards | ( | ( | |||||||||
| Payments of Finance Lease Obligations | ( | ( | |||||||||
| Other Financing Activities | ( | ||||||||||
| Net Cash Used for Financing Activities | ( | ( | |||||||||
| Effects of Exchange Rate Changes on Cash and Cash Equivalents | |||||||||||
| Net Decrease in Cash and Cash Equivalents | ( | ( | |||||||||
| Cash and Cash Equivalents, Beginning of Year | |||||||||||
| Cash and Cash Equivalents, End of Period | $ | $ | |||||||||
The accompanying Notes are an integral part of these Consolidated Financial Statements.
7
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, “third quarter of 2025” and “third quarter of 2024” refer to the thirteen-week periods ended November 1, 2025 and November 2, 2024, respectively. “Year-to-date 2025” and “year-to-date 2024” refer to the thirty-nine-week periods ended November 1, 2025 and November 2, 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 November 1, 2025 and November 2, 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. Since implementation, merchandise suppliers have continued to join the program. The Company’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ participation in the arrangement and the Company provides no guarantees to any third parties under the SCF program. Amounts due under the SCF program are included in Accounts Payable in the Consolidated
8
Balance Sheets and within Operating Activities in the Consolidated Statements of Cash Flows. Amounts due under the SCF program were $231 million and $7 million as of November 1, 2025 and February 1, 2025, respectively.
Concentration of Credit Risk
The Company maintains cash and cash equivalents and derivative contracts with various major financial institutions. The Company monitors the relative credit standing of financial institutions with whom it transacts and limits the amount of credit exposure with any one entity. The Company’s investment portfolio is primarily composed of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, commercial paper and bank deposits.
The Company also periodically reviews the relative credit standing of franchise, license and wholesale partners and other entities to which it grants credit terms in the normal course of business. The Company determines the required allowance for expected credit losses using information such as customer credit history and financial condition. Amounts are recorded to the allowance when it is determined that expected credit losses may occur.
Easton Investments
The Company has land and other investments in Easton, a planned community in Columbus, Ohio, that integrates office, hotel, retail, residential and recreational space. Beginning in the fourth quarter of 2024, certain of these investments met all of the required criteria for held for sale presentation, which requires assets to be reported at the lower of their carrying value or fair value less costs to sell. The investments classified as held for sale, consisting primarily of undeveloped land, are reported at their carrying value, which was $81 million and $96 million as of November 1, 2025 and February 1, 2025, respectively, within Current Assets on the Consolidated Balance Sheets.
During the second quarter of 2025, the Company changed its plan of sale for its Easton investments, causing certain of these investments to no longer meet the held for sale criteria. As a result of this change, the Company reclassified $17 38 million as of November 1, 2025, $26 million as of February 1, 2025 and $120 million as of November 2, 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 year-to-date 2024 Consolidated Statement 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, which requires enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company 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, which requires disclosures of disaggregated information about certain prescribed expense categories within relevant income statement expense captions. This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact of adopting this standard on its disclosures.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for software costs by removing project stages from capitalization criteria and further clarifies the threshold entities apply to begin capitalizing costs. This standard is effective for annual reporting of fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted. This standard can be applied prospectively, retrospectively or through a modified transition approach. The Company is currently evaluating the impacts of adopting this standard.
9
2. Revenue Recognition
Accounts receivable, net from revenue-generating activities were $71 million as of November 1, 2025, $81 million as of February 1, 2025 and $94 million as of November 2, 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.
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 $182 million as of November 1, 2025, $197 million as of February 1, 2025 and $170 million as of November 2, 2024. The Company recognized $104 million as revenue year-to-date 2025 from amounts recorded as deferred revenue at the beginning of the Company’s fiscal year.
The following table provides a disaggregation of Net Sales for the third quarters of and year-to-date 2025 and 2024:
| Third Quarter | Year-to-Date | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Stores - U.S. and Canada (a) | $ | $ | $ | $ | |||||||||||||||||||
| Direct - U.S. and Canada | |||||||||||||||||||||||
| International (b) | |||||||||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | |||||||||||||||||||
(a)Results include fulfilled buy online pick up in store orders.
(b)Results include royalties associated with franchised stores and wholesale sales.
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 third quarters of and year-to-date 2025 and 2024:
| Third Quarter | Year-to-Date | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Common Shares | |||||||||||||||||||||||
| Treasury Shares | ( | ( | ( | ( | |||||||||||||||||||
| Basic Shares | |||||||||||||||||||||||
| Effect of Dilutive Awards | |||||||||||||||||||||||
| Diluted Shares | |||||||||||||||||||||||
| Anti-dilutive Awards (a) | |||||||||||||||||||||||
(a)These awards were excluded from the calculation of Net Income per Diluted Share because their inclusion would have been anti-dilutive.
10
Common Stock Repurchases and Retirements
Under the authority of the Company’s Board of Directors, the Company repurchased shares of its common stock under the following repurchase programs during year-to-date 2025 and 2024:
| Repurchase Program | Amount Authorized | Shares Repurchased | Amount Repurchased | Average Stock Price | ||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| (in millions) | (in thousands) | (in millions) | ||||||||||||||||||||||||||||||||||||||||||
| February 2022 | $ | NA | NA | $ | NA | $ | ||||||||||||||||||||||||||||||||||||||
| January 2024 | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| January 2025 | NA | NA | NA | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The January 2024 Program had $139 million of remaining authority as of February 1, 2025 and $191 million as of November 2, 2024. There were share repurchases of $1
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 no share repurchases reflected in Accounts Payable on the November 1, 2025 Consolidated Balance Sheet. The January 2025 Program had $174 million of remaining authority as of November 1, 2025.
Shares repurchased under these programs are retired and cancelled upon repurchase. As a result, the Company retired the 11.450 million and 8.963 million shares repurchased during year-to-date 2025 and 2024, respectively.
Dividends
The Company paid the following dividends during the first, second and third quarters of 2025 and 2024:
| Ordinary Dividends | Total Paid | ||||||||||
| (per share) | (in millions) | ||||||||||
| 2025 | |||||||||||
| First Quarter | $ | $ | |||||||||
| Second Quarter | |||||||||||
| Third Quarter | |||||||||||
| Total | $ | $ | |||||||||
| 2024 | |||||||||||
| First Quarter | $ | $ | |||||||||
| Second Quarter | |||||||||||
| Third Quarter | |||||||||||
| Total | $ | $ | |||||||||
In November 2025, the Company declared its fourth quarter 2025 ordinary dividend of $0.20 per share payable on December 5, 2025 to shareholders of record at the close of business on November 21, 2025.
4. Inventories
The following table provides details of Inventories as of November 1, 2025, February 1, 2025 and November 2, 2024:
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Finished Goods Merchandise | $ | $ | $ | ||||||||||||||
| Raw Materials and Merchandise Components | |||||||||||||||||
| Total Inventories | $ | $ | $ | ||||||||||||||
Inventories are principally valued at the lower of cost or net realizable value, on an average cost basis.
11
5. Long-lived Assets
The following table provides details of Property and Equipment, Net as of November 1, 2025, February 1, 2025 and November 2, 2024:
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Property and Equipment, at Cost | $ | $ | $ | ||||||||||||||
| Accumulated Depreciation and Amortization | ( | ( | ( | ||||||||||||||
| Property and Equipment, Net | $ | $ | $ | ||||||||||||||
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 third quarter of 2025, the Company’s effective tax rate was 25.3 % compared to 26.7 % in the third quarter of 2024. The 2025 third quarter rate was consistent with the Company’s combined estimated federal and state statutory rates. The 2024 third quarter rate was higher than the Company’s combined estimated federal and state statutory rates primarily due to accrued interest expense related to unrecognized tax benefits.
For year-to-date 2025, the Company’s effective tax rate was 28.5 % compared to 17.2 % for year-to-date 2024. The 2025 year-to-date rate was higher than the Company’s combined estimated federal and state statutory rates largely due to accrued interest expense related to unrecognized tax benefits. The 2024 year-to-date rate was lower than the Company’s combined estimated federal and state statutory rates primarily due to the sales of Easton investments during the period, which resulted in the release of a valuation allowance on a deferred tax asset.
Income taxes paid were $214 million and $285 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 thirty-nine-week period ended November 1, 2025.
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 November 1, 2025, February 1, 2025 and November 2, 2024:
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Senior Debt with Subsidiary Guarantee | |||||||||||||||||
$ | $ | $ | $ | ||||||||||||||
$ | |||||||||||||||||
$ | |||||||||||||||||
$ | |||||||||||||||||
$ | |||||||||||||||||
$ | |||||||||||||||||
$ | |||||||||||||||||
| Total Senior Debt with Subsidiary Guarantee | |||||||||||||||||
| Senior Debt | |||||||||||||||||
$ | |||||||||||||||||
$ | |||||||||||||||||
| Total Senior Debt | |||||||||||||||||
| Total Debt | |||||||||||||||||
| Current Debt | ( | ||||||||||||||||
| Total Long-term Debt, Net of Current Portion | $ | $ | $ | ||||||||||||||
12
Cash paid for interest was $181 million and $217 million for year-to-date 2025 and 2024, respectively.
Repurchases of Notes
The Company did not repurchase any outstanding senior notes during the third quarter of and year-to-date 2025.
The Company did not repurchase any outstanding senior notes during the third quarter of 2024. For year-to-date 2024, the Company repurchased in the open market and extinguished $200 million principal amounts of its outstanding senior notes. The aggregate repurchase price for these notes was $202 million, resulting in a pre-tax loss of $3 million, including the write-off of unamortized issuance costs. This loss is included in Other Income, Net in the year-to-date 2024 Consolidated Statement of Income.
The following table provides details of the outstanding principal amounts of senior notes repurchased and extinguished during year-to-date and full year of 2024:
| 2024 | |||||||||||
| Year-to-Date | Full Year | ||||||||||
| (in millions) | |||||||||||
| 2025 Notes | $ | $ | |||||||||
| 2027 Notes | |||||||||||
| 2028 Notes | |||||||||||
| 2029 Notes | |||||||||||
| 2030 Notes | |||||||||||
| 2033 Notes | |||||||||||
| 2035 Notes | |||||||||||
| 2036 Notes | |||||||||||
| Total | $ | $ | |||||||||
Asset-backed Revolving Credit Facility
The Company and certain of the Company’s 100 % owned subsidiaries guarantee and pledge collateral to secure an asset-backed revolving credit facility (“ABL Facility”). The ABL Facility, which allows borrowings and letters of credit in U.S. and Canadian dollars, has aggregate commitments of $750 million.
In May 2025, the Company entered into an amendment and restatement (“Amendment”) of the ABL Facility. The Amendment removed the interest rate credit spread adjustment of 0.10 %, extended the expiration date from August 2026 to May 2030 and included certain other technical amendments.
Availability under the ABL Facility is the lesser of (i) the borrowing base, determined primarily based on the Company’s eligible U.S. and Canadian credit card receivables, accounts receivable, inventory and eligible real property, or (ii) the aggregate commitment. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitment, the Company is required to repay the outstanding amounts under the ABL Facility to the extent of such excess. As of November 1, 2025, the Company’s borrowing base was in excess of the aggregate commitments of $750 million, and it had no borrowings outstanding under the ABL Facility.
The ABL Facility supports the Company’s letter of credit program. The Company had $9 million of outstanding letters of credit as of November 1, 2025 that reduced its availability under the ABL Facility. As of November 1, 2025, the Company’s availability under the ABL Facility was $741 million.
As of November 1, 2025, the ABL Facility fees related to committed and unutilized amounts were 0.30 % per annum, and the fees related to outstanding letters of credit were 1.25 % per annum. In addition, the interest rate on outstanding U.S. dollar borrowings was the Term Secured Overnight Financing Rate plus 1.25 % per annum. The interest rate on outstanding Canadian dollar-denominated borrowings was the Canadian Overnight Repo Rate Average plus 1.25 % per annum.
The ABL Facility requires the Company to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 during an event of default or any period commencing on any day when specified excess availability is less than the greater of (i) $70 million or (ii) 10 % of the maximum borrowing amount. As of November 1, 2025, the Company was not required to maintain this ratio.
8. Fair Value Measurements
Cash and Cash Equivalents include cash on hand, deposits with financial institutions and highly liquid investments with original maturities of less than 90 days. The Company’s Cash and Cash Equivalents are considered Level 1 fair value measurements as they are valued using unadjusted quoted prices in active markets for identical assets.
The following table provides a summary of the principal value and estimated fair value of the Company’s outstanding debt as of November 1, 2025, February 1, 2025 and November 2, 2024:
13
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Principal Value | $ | $ | $ | ||||||||||||||
| Fair Value, Estimated (a) | |||||||||||||||||
_______________
(a)The estimated fair value of the Company’s debt is based on reported transaction prices, which are considered Level 2 inputs in accordance with Accounting Standards Codification 820, Fair Value Measurement. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Management believes that the carrying values of the Company’s Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values as of November 1, 2025 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 $220 million as of November 1, 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.
10. Segment Reporting
The Company is managed at the consolidated level and therefore operates and reports as a single segment. During the third quarter of 2025, the Company’s Chief Executive Officer was its Chief Operating Decision Maker (“CODM”), and the measure of profitability included in the financial information regularly provided to the CODM was total Company Adjusted Operating Income, or Operating Income in periods where there are no adjustments. The Company’s CODM assesses Adjusted Operating Income performance in comparison to forecasts and historical results to make decisions on the reinvestment of profits into the business and capital allocation strategies.
The following table illustrates significant segment expenses that were regularly provided to the CODM for the third quarters of and year-to-date 2025 and 2024:
| Third Quarter | Year-to-Date | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of Goods Sold | ( | ( | ( | ( | |||||||||||||||||||
| Buying and Occupancy | ( | ( | ( | ( | |||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Selling Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Marketing Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Adjusted General and Administrative Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Adjusted Operating Income | |||||||||||||||||||||||
| Leadership Transition Costs (a) | ( | ||||||||||||||||||||||
| Reported Operating Income | $ | $ | $ | $ | |||||||||||||||||||
________________
(a)For 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.
14
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 November 1, 2025 and November 2, 2024, the related consolidated statements of income, comprehensive income, and total equity (deficit) for the thirteen and thirty-nine week periods ended November 1, 2025 and November 2, 2024, the consolidated statements of cash flows for the thirty-nine week periods ended November 1, 2025 and November 2, 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
November 20, 2025
15
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 third quarter of 2025, total Net Sales were $1.594 billion, which decreased $16 million, or 1.0%, compared to the third quarter of 2024. Total North American Net Sales decreased $20 million, primarily due to the decrease in average dollar sales, partially offset by a modest increase in transactions, and International Net Sales increased $4 million. Our third quarter Operating Income was $161 million, which decreased $57 million, or 26.1%, compared to the third quarter of 2024, and our Operating Income rate (expressed as a percentage of Net Sales) decreased to 10.1% from 13.5%. The Operating Income results were due to declines in both the Gross Profit rate and Net Sales, as well as an increase in General, Administrative and Store Operating Expenses.
For additional information related to our third quarter 2025 financial performance, see “Results of Operations.”
Outlook
Our third quarter results were below expectations and the trends we experienced at the end of the third quarter have continued into the fourth quarter. We believe that macro consumer sentiment is weighing on our consumers’ purchase intent and that the holiday season is shaping up to be highly competitive. While the consumer environment is challenging, we continue to underperform in the sector and are focused on addressing the issues that we can control to return to growth. Guided by feedback and insights from consumers, we performed a disciplined, end-to-end review of every aspect of our business: product, brand, digital, stores, operations and talent. As a result of our comprehensive review, we are announcing a holistic growth plan to revitalize the business across brand, product and marketplace. We are committed to taking actions we believe are necessary to position the business for sustainable long-term growth.
Transformation Plan
Our transformation plan, The Consumer First Formula, invests behind our four largest revenue driving opportunities to attract new, younger customers to the brand and unlock our next era of growth:
•Create Disruptive and Innovative Product: We will focus on reestablishing product leadership by creating innovative offerings focused on our core categories of body care, home fragrance, soaps and sanitizers.
16
•Reignite the Brand: We will work to reclaim our position as a cultural leader through bolder, more targeted brand moments and deeper creator advocacy.
•Win in the Marketplace: We plan to acquire new consumers by meeting them where they are. We will continue to enhance our digital and in-store experiences, while expanding into new wholesale channels and marketplaces.
•Operate with Speed and Efficiency: We will work to transform Bath & Body Works to be a faster and more efficient organization. We have plans to deliver $250 million in cost savings over the next two years. These savings will be used to invest in revenue-generating initiatives across product and brand.
Tariffs
We continue to monitor the impact of tariffs on shifting trading policies and related market disruptions and believe our vertically integrated, predominantly U.S. based supply chain positions us well to compete in the current environment. We believe we have the ability to mitigate incremental 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 third 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) | Third Quarter | Year-to-Date | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of Reported Operating Income to Adjusted Operating Income | |||||||||||||||||||||||
| Reported Operating Income | $ | 161 | $ | 218 | $ | 527 | $ | 588 | |||||||||||||||
| Leadership Transition Costs (a) | — | — | 15 | — | |||||||||||||||||||
| Adjusted Operating Income | $ | 161 | $ | 218 | $ | 542 | $ | 588 | |||||||||||||||
| Reconciliation of Reported Net Income to Adjusted Net Income | |||||||||||||||||||||||
| Reported Net Income | $ | 77 | $ | 106 | $ | 246 | $ | 345 | |||||||||||||||
| Leadership Transition Costs (a) | — | — | 15 | — | |||||||||||||||||||
| Gain on Sale of Non-core Asset (b) | (8) | — | (8) | — | |||||||||||||||||||
| Gain on Sales of Easton Investments (c) | — | — | — | (39) | |||||||||||||||||||
| Tax Effect of Adjustments | 2 | — | 1 | 14 | |||||||||||||||||||
| Tax Benefit from Valuation Allowance Release (d) | — | — | — | (44) | |||||||||||||||||||
| Adjusted Net Income | $ | 71 | $ | 106 | $ | 254 | $ | 276 | |||||||||||||||
| Reconciliation of Reported Net Income Per Diluted Share to Adjusted Net Income Per Diluted Share | |||||||||||||||||||||||
| Reported Net Income Per Diluted Share | $ | 0.37 | $ | 0.49 | $ | 1.17 | $ | 1.55 | |||||||||||||||
| Leadership Transition Costs (a) | — | — | 0.07 | — | |||||||||||||||||||
| Gain on Sale of Non-core Asset (b) | (0.04) | — | (0.04) | — | |||||||||||||||||||
| Gain on Sales of Easton Investments (c) | — | — | — | (0.18) | |||||||||||||||||||
| Tax Effect of Adjustments | 0.01 | — | — | 0.06 | |||||||||||||||||||
| Tax Benefit from Valuation Allowance Release (d) | — | — | — | (0.20) | |||||||||||||||||||
| Adjusted Net Income Per Diluted Share | $ | 0.35 | $ | 0.49 | $ | 1.20 | $ | 1.24 | |||||||||||||||
(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.
17
(b)In the third quarter of 2025, we recognized a pre-tax gain of $8 million (after-tax gain of $6 million) related to the sale of a non-core asset.
(c)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.
(d)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.
Company-operated Stores
The following table compares Company-operated U.S. store data for the third quarters of and year-to-date 2025 and 2024:
| Third Quarter | Year-to-Date | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||
| Sales per Average Selling Square Foot (a) | $ | 222 | $ | 227 | (2 | %) | $ | 647 | $ | 646 | — | % | |||||||||||||||||||||||
| Sales per Average Store (in thousands) (a) | $ | 630 | $ | 644 | (2 | %) | $ | 1,837 | $ | 1,832 | — | % | |||||||||||||||||||||||
| Average Store Size (selling square feet) | 2,840 | 2,842 | — | % | |||||||||||||||||||||||||||||||
| Total Selling Square Feet (in thousands) | 5,172 | 5,039 | 3 | % | |||||||||||||||||||||||||||||||
(a)Sales per average selling square foot and sales per average store, which are indicators of store productivity, are calculated based on store sales for the period divided by the average, including the beginning and end of period, of total selling square footage and store count, respectively.
The following table represents Company-operated store activity for year-to-date 2025:
| Stores | Stores | ||||||||||||||||||||||
| February 1, 2025 | Opened | Closed | November 1, 2025 | ||||||||||||||||||||
| United States | 1,782 | 73 | (34) | 1,821 | |||||||||||||||||||
| Canada | 113 | — | — | 113 | |||||||||||||||||||
| Total | 1,895 | 73 | (34) | 1,934 | |||||||||||||||||||
Partner-operated Stores
The following table represents Partner-operated store activity for year-to-date 2025:
| Stores | Stores | ||||||||||||||||||||||
| February 1, 2025 | Opened | Closed | November 1, 2025 | ||||||||||||||||||||
| International | 494 | 35 | (21) | 508 | |||||||||||||||||||
| International - Travel Retail | 35 | 3 | (2) | 36 | |||||||||||||||||||
| Total International (a) | 529 | 38 | (23) | 544 | |||||||||||||||||||
(a)Includes store locations only and does not include kiosks, shop-in-shops, gondola or beauty counter locations.
Results of Operations
Third Quarter of 2025 Compared to the Third Quarter of 2024
Net Sales
The following table provides Net Sales for the third quarter of 2025 in comparison to the third quarter of 2024:
| 2025 | 2024 | % Change | |||||||||||||||
| (in millions) | |||||||||||||||||
| Stores - U.S. and Canada (a) | $ | 1,222 | $ | 1,220 | 0.2 | % | |||||||||||
| Direct - U.S. and Canada | 299 | 321 | (7.0 | %) | |||||||||||||
| International (b) | 73 | 69 | 6.1 | % | |||||||||||||
| Total Net Sales | $ | 1,594 | $ | 1,610 | (1.0 | %) | |||||||||||
(a)Results include fulfilled buy online pick up in store (“BOPIS”) orders.
(b)Results include royalties associated with franchised stores and wholesale sales.
18
For the third quarter of 2025, total Net Sales were $1.594 billion and decreased $16 million, or 1.0%, compared to the third quarter of 2024. Direct Net Sales decreased $22 million, or 7.0%, driven by a decline in fulfilled orders, which was primarily due to our customers continuing to select our BOPIS option (which are recognized as Store Net Sales), partially offset by an increase in average order size. Stores Net Sales increased $2 million, or 0.2%, driven by an increase in transactions due to new store growth and an increase in BOPIS fulfilled orders, mostly offset by a decrease in average dollar sales. International Net Sales increased $4 million, or 6.1%, compared to the third quarter of 2024.
Gross Profit
For the third quarter of 2025, our Gross Profit was $658 million, which decreased $42 million compared to the third quarter of 2024, and our Gross Profit rate (expressed as a percentage of Net Sales) was 41.3%, which decreased from 43.5% in the third quarter of 2024. Gross Profit dollars decreased due to a decline in the merchandise margin rate, driven by tariffs and increased promotional activity to clear seasonal inventory, and the decline in Net Sales, partially offset by a decline in Buying and Occupancy Expenses, which benefited from exiting a third-party fulfillment center in the first quarter.
The Gross Profit rate decreased due to the lower merchandise margin rate, partially offset by the decline in Buying and Occupancy Expenses.
General, Administrative and Store Operating Expenses
The following table provides detail for our General, Administrative and Store Operating Expenses for the third quarter of 2025 compared to the third quarter of 2024:
| 2025 | 2024 | Change | |||||||||||||||||||||||||||||||||
| (in millions) | % of Net Sales | (in millions) | % of Net Sales | (in millions) | % of Net Sales | ||||||||||||||||||||||||||||||
| Selling Expenses | $ | 305 | 19.1 | % | $ | 295 | 18.3 | % | $ | 10 | 0.8 | % | |||||||||||||||||||||||
| Marketing Expenses | 65 | 4.1 | % | 62 | 3.8 | % | 3 | 0.2 | % | ||||||||||||||||||||||||||
| General and Administrative Expenses | 127 | 8.0 | % | 125 | 7.8 | % | 2 | 0.2 | % | ||||||||||||||||||||||||||
| Total | $ | 497 | 31.2 | % | $ | 482 | 30.0 | % | $ | 15 | 1.2 | % | |||||||||||||||||||||||
For the third quarter of 2025, our total General, Administrative and Store Operating Expenses were $497 million, which increased $15 million compared to the third quarter of 2024, and the rate (expressed as a percentage of Net Sales) was 31.2%, which increased from 30.0% in the third quarter of 2024. The main driver in these results were Selling Expenses, which increased primarily due to higher payroll related costs, driven by new stores and investments in wages, and higher healthcare costs.
The General, Administrative and Store Operating Expense rate increased primarily due to the higher Selling Expenses and deleverage on lower Net Sales.
Other Income and Expenses
Interest Expense
The following table provides the average daily borrowings and average borrowing rates for the third quarters of 2025 and 2024:
| 2025 | 2024 | ||||||||||
| Average daily borrowings (in millions) | $ | 3,916 | $ | 4,230 | |||||||
| Average borrowing rate | 7.0 | % | 7.3 | % | |||||||
For the third quarter of 2025, our Interest Expense was $68 million, compared to $77 million in the third 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 the fourth quarter of fiscal year 2024.
Other Income, Net
For the third quarter of 2025, our Other Income, Net was $10 million, compared to $4 million in the third quarter of 2024. The increase was primarily due to an $8 million pre-tax gain on the sale of a non-core asset in the third quarter of 2025.
Provision for Income Taxes
For the third quarter of 2025, our effective tax rate was 25.3% compared to 26.7% in the third quarter of 2024. The 2025 third quarter rate was consistent with our combined estimated federal and state statutory rates. The 2024 third quarter rate was higher than our combined estimated federal and state statutory rates primarily due to accrued interest expense related to unrecognized tax benefits.
19
Results of Operations
Year-to-Date 2025 Compared to Year-to-Date 2024
For year-to-date 2025, Operating Income was $527 million, which decreased $61 million compared to year-to-date 2024, and the Operating Income rate (expressed as a percentage of Net Sales) was 11.5%, which decreased from 13.0% year-to-date 2024. The drivers of the year-to-date Operating Income results are discussed in the following sections.
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) | $ | 3,529 | $ | 3,425 | 3.0 | % | |||||||||||
| Direct - U.S. and Canada | 815 | 879 | (7.3 | %) | |||||||||||||
| International (b) | 223 | 216 | 3.5 | % | |||||||||||||
| Total Net Sales | $ | 4,567 | $ | 4,520 | 1.1 | % | |||||||||||
_______________
(a)Results include fulfilled BOPIS orders.
(b)Results include royalties associated with franchised stores and wholesale sales.
For year-to-date 2025, total Net Sales were $4.567 billion and increased $47 million, or 1.1%, compared to year-to-date 2024. Stores Net Sales increased $104 million, or 3.0%, primarily driven by an increase in transactions due to new store growth and an increase in BOPIS fulfilled orders. Direct Net Sales decreased $64 million, or 7.3%, 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 $7 million, or 3.5%, compared to year-to-date 2024.
Gross Profit
For year-to-date 2025, our Gross Profit was $1.945 billion, which increased $12 million compared to year-to-date 2024, and our Gross Profit rate (expressed as a percentage of Net Sales) was 42.6%, which decreased from 42.8% year-to-date 2024. Gross Profit dollars increased due to the higher Net Sales and lower Buying and Occupancy Expenses, which benefited from exiting a third-party fulfillment center in the first quarter, partially offset by a decline in the merchandise margin rate, primarily driven by tariffs.
The Gross Profit rate decreased due to the lower merchandise margin rate, partially offset by the decline in Buying and Occupancy Expenses.
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 | $ | 843 | 18.5 | % | $ | 803 | 17.8 | % | $ | 39 | 0.7 | % | |||||||||||||||||||||||
| Marketing Expenses | 168 | 3.7 | % | 157 | 3.5 | % | 11 | 0.2 | % | ||||||||||||||||||||||||||
| General and Administrative Expenses | 407 | 8.9 | % | 385 | 8.5 | % | 23 | 0.4 | % | ||||||||||||||||||||||||||
| Total | $ | 1,418 | 31.0 | % | $ | 1,345 | 29.8 | % | $ | 73 | 1.2 | % | |||||||||||||||||||||||
For year-to-date 2025, our total General, Administrative and Store Operating Expenses were $1.418 billion, which increased $73 million compared to year-to-date 2024, and the rate (expressed as a percentage of Net Sales) was 31.0%, which increased from 29.8% 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.
20
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 | $ | 4,291 | |||||||
| Average borrowing rate | 7.1 | % | 7.3 | % | |||||||
For year-to-date 2025, our Interest Expense was $208 million, compared to $236 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 $25 million, compared to $65 million for year-to-date 2024. In year-to-date 2025, Other Income, Net included an $8 million pre-tax gain on the sale of a non-core asset. In year-to-date 2024, Other Income, Net included an aggregate $39 million pre-tax gain on sales of certain Easton investments and the recognition of a $3 million pre-tax loss on extinguishment of outstanding notes. 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 28.5% compared to 17.2% 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. 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 during the period, 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 $44 million as of November 1, 2025.
We repurchased 11.450 million shares of our common stock for $343 million during year-to-date 2025. We may, from time to time, repurchase, or otherwise retire, additional shares of our common stock or debt, as applicable.
We believe that our current cash position, our cash flows generated from operations and our borrowing capacity under our asset-backed revolving credit facility (“ABL Facility”) will be sufficient to meet our liquidity needs, including capital expenditure requirements, for at least the next twelve months.
Cash Flows
The following table provides a summary of our cash flow activity during year-to-date 2025 and 2024:
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Cash and Cash Equivalents, Beginning of Year | $ | 674 | $ | 1,084 | |||||||
| Net Cash Flows Provided by (Used for) Operating Activities | 225 | (69) | |||||||||
| Net Cash Flows Used for Investing Activities | (167) | (114) | |||||||||
| Net Cash Flows Used for Financing Activities | (497) | (710) | |||||||||
| Effects of Exchange Rate Changes on Cash and Cash Equivalents | 1 | — | |||||||||
| Net Decrease in Cash and Cash Equivalents | (438) | (893) | |||||||||
| Cash and Cash Equivalents, End of Period | $ | 236 | $ | 191 | |||||||
21
Operating Activities
Net cash provided by operating activities for year-to-date 2025 was $225 million, including net income of $246 million. Net income included depreciation of $191 million and share-based compensation expense of $25 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 (and related increases in Accounts Payable) as we build out inventory levels in anticipation of the holiday season, which generates a substantial portion of our operating cash flow for the year, and Income Taxes Payable, due to seasonal tax payments. In addition, Accounts Payable, Accrued Expenses and Other provided a cash flow benefit due to our efforts to improve working capital.
Net cash used for operating activities for year-to-date 2024 was $69 million, including net income of $345 million. Net income included depreciation of $211 million, impacts to deferred income taxes of $103 million, an aggregate pre-tax gain on sales of certain Easton investments of $39 million, and share-based compensation expense of $31 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 (and related increases in Accounts Payable) as we build our inventory levels in anticipation of the holiday season, and Income Taxes Payable, due to seasonal tax payments.
Investing Activities
Net cash used for investing activities for year-to-date 2025 was $167 million, primarily related to capital expenditures of $174 million partially offset by cash proceeds of $9 million related to the sale of a non-core asset. The capital expenditures included approximately $105 million related to new off-mall stores and remodels of existing stores, approximately $35 million for various technology projects primarily to support the growth and profitability of our business and approximately $15 million related to distribution and logistics capabilities.
Net cash used for investing activities for year-to-date 2024 was $114 million primarily related to capital expenditures of $166 million, partially offset by aggregate cash proceeds, net of fees, of $40 million related to the sales of certain Easton investments. The capital expenditures included approximately $115 million related to new, primarily off-mall, stores and remodels of existing stores, approximately $30 million for various technology projects primarily to support the growth and profitability of our business and approximately $20 million related to distribution and logistics capabilities.
We are committed to driving sustainable, long-term, profitable growth through strategic investments in the business. To support this, we are currently planning for capital expenditures of approximately $240 million in 2025, with a focus on real estate and technology.
Financing Activities
Net cash used for financing activities during year-to-date 2025 was $497 million, primarily consisting of $344 million for share repurchases and dividend payments of $0.60 per share, or $126 million.
Net cash used for financing activities for year-to-date 2024 was $710 million, primarily consisting of $349 million for share repurchases, $202 million for open market debt repurchases, dividend payments of $0.60 per share, or $134 million and $16 million of tax payments related to share-based awards.
Common Stock and Debt Repurchases
Our Board of Directors (our “Board”) will determine share and debt repurchase authorizations, giving consideration to our levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time. We use cash flow generated from operating and financing activities to fund our share and debt repurchase programs. The timing and amount of any repurchases will be made at our discretion, taking into account a number of factors, including market conditions.
Common Stock Repurchases
Under the authority of our Board of Directors, we repurchased shares of our common stock under the following repurchase programs during year-to-date 2025 and 2024:
22
| 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 | 8,121 | $ | 17 | 309 | $ | 37.67 | 38.05 | |||||||||||||||||||||||||||||||||||
| January 2025 | 500 | 10,990 | NA | 326 | NA | 29.64 | NA | |||||||||||||||||||||||||||||||||||||
| Total | 11,450 | 8,963 | $ | 343 | $ | 348 | ||||||||||||||||||||||||||||||||||||||
The January 2024 Program had $139 million of remaining authority as of February 1, 2025 and $191 million as of November 2, 2024. There were share repurchases of $1 million as of February 1, 2025 and November 2, 2024 reflected in Accounts Payable on the Consolidated Balance Sheets.
On February 27, 2025, we cancelled the remaining $121 million authorization available under the January 2024 Program and began repurchasing shares under the January 2025 Program. There were no share repurchases reflected in Accounts Payable on the November 1, 2025 Consolidated Balance Sheet. The January 2025 Program had $174 million of remaining authority as of November 1, 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, second and third quarters of 2025 and 2024:
| Ordinary Dividends | Total Paid | ||||||||||
| (per share) | (in millions) | ||||||||||
| 2025 | |||||||||||
| First Quarter | $ | 0.20 | $ | 43 | |||||||
| Second Quarter | 0.20 | 42 | |||||||||
| Third Quarter | 0.20 | 41 | |||||||||
| Total | $ | 0.60 | $ | 126 | |||||||
| 2024 | |||||||||||
| First Quarter | $ | 0.20 | $ | 45 | |||||||
| Second Quarter | 0.20 | 45 | |||||||||
| Third Quarter | 0.20 | 44 | |||||||||
| Total | $ | 0.60 | $ | 134 | |||||||
In November 2025, we declared our fourth quarter 2025 ordinary dividend of $0.20 per share payable on December 5, 2025 to shareholders of record at the close of business on November 21, 2025.
23
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 November 1, 2025, February 1, 2025 and November 2, 2024:
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Senior Debt with Subsidiary Guarantee | |||||||||||||||||
$500 million, 9.375% Fixed Interest Rate Notes due July 2025 (“2025 Notes”) | $ | — | $ | — | $ | 314 | |||||||||||
$284 million, 6.694% Fixed Interest Rate Notes due January 2027 (“2027 Notes”) | 279 | 277 | 276 | ||||||||||||||
$444 million, 5.250% Fixed Interest Rate Notes due February 2028 (“2028 Notes”) | 444 | 443 | 443 | ||||||||||||||
$482 million, 7.500% Fixed Interest Rate Notes due June 2029 (“2029 Notes”) | 477 | 476 | 476 | ||||||||||||||
$844 million, 6.625% Fixed Interest Rate Notes due October 2030 (“2030 Notes”) | 839 | 838 | 838 | ||||||||||||||
$802 million, 6.875% Fixed Interest Rate Notes due November 2035 (“2035 Notes”) | 797 | 796 | 796 | ||||||||||||||
$575 million, 6.750% Fixed Interest Rate Notes due July 2036 (“2036 Notes”) | 571 | 571 | 571 | ||||||||||||||
| Total Senior Debt with Subsidiary Guarantee | 3,407 | 3,401 | 3,714 | ||||||||||||||
| Senior Debt | |||||||||||||||||
$284 million, 6.950% Fixed Interest Rate Debentures due March 2033 (“2033 Notes”) | 283 | 283 | 283 | ||||||||||||||
$201 million, 7.600% Fixed Interest Rate Notes due July 2037 (“2037 Notes”) | 200 | 200 | 200 | ||||||||||||||
| Total Senior Debt | 483 | 483 | 483 | ||||||||||||||
| Total Debt | 3,890 | 3,884 | 4,197 | ||||||||||||||
| Current Debt | — | — | (314) | ||||||||||||||
| Total Long-term Debt, Net of Current Portion | $ | 3,890 | $ | 3,884 | $ | 3,883 | |||||||||||
Cash paid for interest was $181 million and $217 million for year-to-date 2025 and 2024, respectively.
Repurchases of Notes
We did not repurchase any outstanding senior notes during the third quarter of and year-to-date 2025.
We did not repurchase any outstanding senior notes during the third quarter of 2024. For year-to-date 2024, we repurchased in the open market and extinguished $200 million principal amounts of our outstanding senior notes. The aggregate repurchase price for these notes was $202 million, resulting in a pre-tax loss of $3 million, including the write-off of unamortized issuance costs. This loss is included in Other Income, Net in the year-to-date 2024 Consolidated Statement of Income.
The following table provides details of the outstanding principal amounts of senior notes repurchased and extinguished during year-to-date and full year of 2024:
| 2024 | |||||||||||
| Year-to-Date | Full Year | ||||||||||
| (in millions) | |||||||||||
| 2025 Notes | $ | — | $ | 314 | |||||||
| 2027 Notes | 14 | 14 | |||||||||
| 2028 Notes | 17 | 17 | |||||||||
| 2029 Notes | 17 | 17 | |||||||||
| 2030 Notes | 94 | 94 | |||||||||
| 2033 Notes | 10 | 10 | |||||||||
| 2035 Notes | 10 | 10 | |||||||||
| 2036 Notes | 38 | 38 | |||||||||
| Total | $ | 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.
24
In May 2025, we entered into an amendment and restatement (“Amendment”) of the ABL Facility. The Amendment removed the interest rate credit spread adjustment of 0.10%, extended the expiration date from August 2026 to May 2030 and included certain other technical amendments.
Availability under the ABL Facility is the lesser of (i) the borrowing base, determined primarily based on our eligible U.S. and Canadian credit card receivables, accounts receivable, inventory and eligible real property, or (ii) the aggregate commitment. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitment, we are required to repay the outstanding amounts under the ABL Facility to the extent of such excess. As of November 1, 2025, our borrowing base was in excess of the aggregate commitments of $750 million, and we had no borrowings outstanding under the ABL Facility.
The ABL Facility supports our letter of credit program. We had $9 million of outstanding letters of credit as of November 1, 2025 that reduced our availability under the ABL Facility. As of November 1, 2025, our availability under the ABL Facility was $741 million.
As of November 1, 2025, the ABL Facility fees related to committed and unutilized amounts were 0.30% per annum, and the fees related to outstanding letters of credit were 1.25% per annum. In addition, the interest rate on outstanding U.S. dollar borrowings was the Term Secured Overnight Financing Rate plus 1.25% per annum. The interest rate on outstanding Canadian dollar-denominated borrowings was the Canadian Overnight Repo Rate Average plus 1.25% per annum.
The ABL Facility requires us to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 during an event of default or any period commencing on any day when specified excess availability is less than the greater of (i) $70 million or (ii) 10% of the maximum borrowing amount. As of November 1, 2025, we were not required to maintain this ratio.
Credit Ratings
The following table provides our credit ratings as of November 1, 2025:
| Moody’s | S&P | ||||||||||
| Corporate | Ba2 | BB+ | |||||||||
| Senior Unsecured Debt with Subsidiary Guarantee | Ba2 | BB+ | |||||||||
| Senior Unsecured Debt | B1 | BB- | |||||||||
| Outlook | Stable | Stable | |||||||||
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.
25
| SUMMARIZED BALANCE SHEETS | November 1, 2025 | February 1, 2025 | |||||||||
| (in millions) | |||||||||||
| ASSETS | |||||||||||
| Current Assets (a) | $ | 2,265 | $ | 2,075 | |||||||
| Noncurrent Assets | 2,439 | 2,411 | |||||||||
| LIABILITIES | |||||||||||
| Current Liabilities (b) | $ | 2,820 | $ | 2,394 | |||||||
| Noncurrent Liabilities (c) | 4,940 | 4,898 | |||||||||
_______________
(a)Includes amounts due from non-Guarantor subsidiaries of $607 million and $572 million as of November 1, 2025 and February 1, 2025, respectively.
(b)Includes amounts due to non-Guarantor subsidiaries of $1.542 billion and $1.421 billion as of November 1, 2025 and February 1, 2025, respectively.
(c)Includes amounts due to non-Guarantor subsidiaries of $48 million as of November 1, 2025.
YEAR-TO-DATE 2025 SUMMARIZED STATEMENT OF INCOME | (in millions) | ||||
| Net Sales (a) | $ | 4,358 | |||
| Gross Profit | 1,812 | ||||
| Operating Income | 487 | ||||
| Income Before Income Taxes | 293 | ||||
| Net Income | 204 | ||||
_______________
(a)Includes Net Sales of $144 million to non-Guarantor subsidiaries.
Contingent Liabilities and Contractual Obligations
Lease Guarantees
In connection with the spin-off of Victoria’s Secret & Co., we had remaining contingent obligations of $220 million as of November 1, 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, which requires enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively. We 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, which requires disclosures of disaggregated information about certain prescribed expense categories within relevant income statement expense captions.
26
This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. We are currently evaluating the impact of adopting this standard on our disclosures.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for software costs by removing project stages from capitalization criteria and further clarifies the threshold entities apply to begin capitalizing costs. This standard is effective for annual reporting of fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years, with early adoption permitted. This standard can be applied prospectively, retrospectively or through a modified transition approach. We are currently evaluating the impacts of adopting this standard.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to adopt accounting policies related to estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, management evaluates its accounting policies, estimates and judgments, including those related to inventories, valuation of long-lived store assets, claims and contingencies, income taxes and revenue recognition, including revenue associated with our loyalty program. Management bases our estimates and judgments on historical experience and various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates.
There have been no material changes to the critical accounting policies and estimates disclosed in our 2024 Annual Report on Form 10-K.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
The market risk inherent in our financial instruments represents the potential loss in fair value, earnings or cash flows arising from adverse changes in foreign currency exchange rates or interest rates. We may use derivative financial instruments like foreign currency forward contracts, cross-currency swaps and interest rate swap arrangements to manage exposure to market risks. We do not use derivative financial instruments for trading purposes.
Foreign Exchange Rate Risk
Our Canadian dollar denominated earnings are subject to exchange rate risk as substantially all our merchandise sold in Canada is sourced through U.S. dollar transactions. Although we utilize foreign currency forward contracts to partially offset risks associated with our operations in Canada, these measures may not succeed in offsetting all the short-term impact of foreign currency rate movements and generally may not be effective in offsetting the long-term impact of sustained shifts in foreign currency rates.
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 November 1, 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.
27
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 November 1, 2025, February 1, 2025 and November 2, 2024:
_______________
| November 1, 2025 | February 1, 2025 | November 2, 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Principal Value | $ | 3,916 | $ | 3,916 | $ | 4,230 | |||||||||||
| Fair Value, Estimated (a) | 4,037 | 3,986 | 4,273 | ||||||||||||||
(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.
We believe that the carrying values of our Accounts Receivable, Accounts Payable and Accrued Expenses approximate their fair values as of November 1, 2025 because of their short maturities.
Item 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective and designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred in the third quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
28
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 third quarter of 2025:
| Fiscal Period | Total Number of Shares Purchased (a) | Average Price Paid per Share (b) | Total Number of Shares Purchased as Part of Publicly Announced Programs (c) | Maximum Number of Shares (or Approximate Dollar Value) that May Yet be Purchased Under the Programs (c) | |||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| August 2025 | 1,987 | $ | 29.39 | 1,987 | $ | 203,106 | |||||||||||||||||
| September 2025 | 996 | 28.95 | 995 | 174,278 | |||||||||||||||||||
| October 2025 | 2 | 25.16 | — | 174,278 | |||||||||||||||||||
| Total | 2,985 | 2,982 | |||||||||||||||||||||
(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 terminated
29
Item 6. EXHIBITS
| Exhibits | ||||||||
| 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). | |||||||
30
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: November 20, 2025
* Ms. Boratto is the principal financial officer and the principal accounting officer and has been duly authorized to sign on behalf of the Registrant.
31