Financial Data and Key Metrics Changes - The company generated earnings from continuing operations per diluted share of $1.86, exceeding guidance of $1.45 to $1.65 per share, driven by better-than-expected margin rates and lower SG&A expenses [28][30] - Net sales for the fourth quarter were $2.9 billion, a decline of 5% compared to last year, but up 29% compared to 2019 [28][29] - The gross margin rate for the fourth quarter decreased by 480 basis points to 43%, primarily due to increased product costs and promotional activities [30][34] Business Line Data and Key Metrics Changes - The men's business was the fastest-growing category in body care, with a successful launch of new products [23][25] - Body care outperformed in the fourth quarter, led by body lotion and cleansers, while home fragrance sales were down compared to last year [24][26] - The gifting business exceeded expectations, with record high gift set sales during the holiday season [21][22] Market Data and Key Metrics Changes - International sales grew 30% year-over-year to $95 million, with total international system-wide retail sales approximately $250 million for the fourth quarter [29][34] - The company has a strong presence in the U.S. market, with products estimated to be in 40% of American households [8][10] Company Strategy and Development Direction - The company aims to drive growth by expanding its customer base, optimizing product offerings, and enhancing digital capabilities [12][16] - A focus on improving profitability through targeted marketing and reducing reliance on broad promotions is emphasized [15][35] - The company is targeting $200 million in annual cost savings, with over half expected to be realized in 2023 [18][37] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about future growth despite ongoing macroeconomic challenges and inflationary pressures [20][39] - The company anticipates a continuation of soft sales trends in the first half of 2023, with a moderate improvement expected in the latter half [39][44] - The company is committed to maintaining a clean inventory position and leveraging its agile supply chain to maximize sales [33][44] Other Important Information - The loyalty program has enrolled 33 million members, with over 80% being active, contributing significantly to sales [13][74] - The company plans to invest approximately $300 million to $350 million in capital expenditures for 2023, focusing on growth initiatives [41][42] Q&A Session All Questions and Answers Question: Cost inflation and margin outlook - Management discussed three main pressure points for inflation: raw materials, transportation, and labor, with some improvements expected in raw material costs [49][50] Question: Targeting 20% EBIT margin - Management acknowledged the challenge of reaching a 20% EBIT margin but emphasized the importance of net sales growth and AUR increases to achieve this target [54][56] Question: Business trends in Q4 and January - The company noted that November was the softest month, with strong sales performance in December and January, particularly during promotional events [66][67] Question: Role of the loyalty program - The loyalty program has shown strong enrollment and engagement, significantly impacting customer spending and retention [73][75]

Financial Outlook for 2023 - The company anticipates sales to be flat to down mid-single digits for the full year 2023[4] - Gross margin rate is expected to be approximately 42% for the full year 2023[4] - SG&A expense rate is projected to be approximately 26% for the full year 2023[4] - Free cash flow is estimated to be between $600 million and $700 million for the full year 2023[4] - Earnings from continuing operations per diluted share are projected to be between $2.50 and $3.00 for the full year 2023[4] Store Count and Square Footage - Bath & Body Works U S store count increased by 42 to 1,693 in 2022, with selling square footage increasing by 5% to 4,712,000 square feet[13] - Bath & Body Works Canada store count increased by 5 to 109 in 2022, with selling square footage increasing by 10% to 297,000 square feet[14] - The company forecasts to increase U S store count to be between 1,733 and 1,743 in 2023, an increase of 2% to 3%[18] - The company forecasts to increase U S selling square footage to be between 4,908,000 and 4,930,000 square feet in 2023, an increase of 4% to 5%[19] Expenses - Full-year 2022 selling expenses were $1,205 million, representing 15.9% of net sales[8] - Full-year 2022 home office & marketing expenses were $674 million, representing 8.9% of net sales[8]

Part I. Financial Information [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements, reflecting performance and key financial changes after the spin-off [Consolidated Statements of Income](index=3&type=section&id=Consolidated%20Statements%20of%20Income) The company reported declines in net sales, operating income, and diluted EPS for Q3 and YTD 2022 versus 2021 Consolidated Statements of Income (in millions, except per share amounts) | Metric | Q3 2022 | Q3 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $1,604 | $1,681 | $4,672 | $4,854 | | **Gross Profit** | $678 | $839 | $2,006 | $2,409 | | **Operating Income** | $202 | $409 | $724 | $1,130 | | **Net Income from Continuing Operations** | $91 | $177 | $366 | $483 | | **Diluted EPS from Continuing Operations** | $0.40 | $0.66 | $1.56 | $1.74 | [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet as of October 29, 2022, reflects decreased total assets and cash, increased inventories, and a larger equity deficit Key Balance Sheet Items (in millions) | Account | Oct 29, 2022 (Unaudited) | Jan 29, 2022 | Oct 30, 2021 (Unaudited) | | :--- | :--- | :--- | :--- | | **Cash and Cash Equivalents** | $295 | $1,979 | $1,441 | | **Inventories** | $1,269 | $709 | $1,149 | | **Total Assets** | $5,133 | $6,026 | $6,031 | | **Long-term Debt** | $4,860 | $4,854 | $4,852 | | **Total Equity (Deficit)** | $(2,608) | $(1,517) | $(1,675) | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations significantly decreased, and financing activities, mainly share repurchases and dividends, caused a substantial net cash decrease Year-to-Date Cash Flow Summary (in millions) | Activity | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $67 | $447 | | Net Cash Used for Investing Activities | $(252) | $(228) | | Net Cash Used for Financing Activities | $(1,499) | $(2,713) | | **Net Decrease in Cash** | **$(1,684)** | **$(2,492)** | - Financing activities in YTD 2022 were dominated by repurchases of common stock (**$1.312 billion**) and dividend payments (**$140 million**)[24](index=24&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the Victoria's Secret spin-off, revenue disaggregation, capital returns, stable debt, and new CEO appointment - The company completed the tax-free spin-off of its Victoria's Secret business on August 2, 2021, now reported as discontinued operations for all periods presented[28](index=28&type=chunk) Net Sales Disaggregation (in millions) | Channel | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | | Stores - U.S. and Canada | $3,398 | $3,518 | | Direct - U.S. and Canada | $1,030 | $1,126 | | International | $244 | $210 | | **Total Net Sales** | **$4,672** | **$4,854** | - In February 2022, the Board authorized a new **$1.5 billion** share repurchase program, with **26.7 million** shares repurchased year-to-date for **$1.312 billion**, including **$1 billion** via ASR[57](index=57&type=chunk)[58](index=58&type=chunk) - In November 2022, the Board appointed Gina R. Boswell as the new Chief Executive Officer, effective December 1, 2022[71](index=71&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2022 sales and income declines from lower traffic and inflation, outlining profit improvement and liquidity management [Executive Overview and Key Challenges](index=19&type=section&id=Executive%20Overview%20and%20Key%20Challenges) Q3 2022 saw declines in net sales and operating income due to lower transactions, inflation, supply chain volatility, and increased IT/CEO costs - Q3 2022 net sales decreased **5%** to **$1.604 billion**, and operating income decreased **51%** to **$202 million** compared to Q3 2021[81](index=81&type=chunk) - The company estimates the full-year 2022 incremental inflation impact to be between **$220 million** and **$230 million**, affecting raw materials, transportation, and wages[82](index=82&type=chunk) - Profit improvement initiatives in Q3, including optimizing corporate overhead and store expenses, resulted in the elimination of about **130 roles** and a benefit of approximately **$15 million**[84](index=84&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Q3 2022 net sales decreased, gross profit rate declined due to inflation and promotions, and operating expenses rose from IT investments Q3 2022 vs Q3 2021 Net Sales Change by Channel | Channel | % Change | | :--- | :--- | | Stores - U.S. and Canada | (5%) | | Direct - U.S. and Canada | (6%) | | International | 10% | | **Total Net Sales** | **(5%)** | - The Q3 2022 gross profit rate decreased to **42.2%** from **49.9%** in Q3 2021, driven by lower merchandise margin and buying/occupancy expense deleverage[100](index=100&type=chunk) - YTD 2022 operating income decreased by **$406 million** to **$724 million**, with the operating margin falling to **15.5%** from **23.3%** in YTD 2021[103](index=103&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=24&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) Liquidity is primarily from operations, with cash significantly reduced by share repurchases and dividends, but a substantial ABL facility remains available - The company believes its current cash position, cash flow from operations, and ABL Facility borrowing capacity are sufficient for at least the next twelve months[111](index=111&type=chunk) - Net cash used for financing activities in YTD 2022 was **$1.499 billion**, primarily consisting of **$1.312 billion** for share repurchases and **$140 million** for dividends[119](index=119&type=chunk) - The February 2022 share repurchase program had **$188 million** of remaining authority as of October 29, 2022[125](index=125&type=chunk) - As of October 29, 2022, the company had **$734 million** available under its **$750 million** ABL Facility[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are foreign exchange rate fluctuations, especially with the Canadian dollar, and interest rate changes, mitigated by fixed-rate debt - The company's primary market risks arise from foreign currency exchange rates, specifically the Canadian dollar, and interest rates[138](index=138&type=chunk) - Interest rate risk is mitigated because all long-term debt as of October 29, 2022, has fixed interest rates[140](index=140&type=chunk) - The company uses foreign currency forward contracts to partially offset risks associated with its Canadian operations[138](index=138&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of October 29, 2022, with no material changes to internal control over financial reporting - Management, including the Interim CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[143](index=143&type=chunk) - No changes in internal control over financial reporting occurred in Q3 2022 that materially affected, or are reasonably likely to materially affect, internal controls[143](index=143&type=chunk) Part II. Other Information [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various lawsuits, but management does not expect a material adverse effect on financial results or position - The company is a defendant in various lawsuits but does not expect them to have a material adverse effect on its financial condition or results of operations[145](index=145&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section refers to risk factors affecting the business as detailed in the company's 2021 Annual Report on Form 10-K - The report refers to the risk factors detailed in the company's 2021 Annual Report on Form 10-K for a comprehensive understanding of potential risks[146](index=146&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2022, the company repurchased a small number of shares, primarily for tax payments upon vesting of employee stock awards Q3 2022 Share Repurchases | Period | Total Shares Purchased (thousands) | Average Price Paid per Share | | :--- | :--- | :--- | | August 2022 | 13 | $38.36 | | September 2022 | 6 | $37.90 | | October 2022 | 9 | $34.92 | | **Total** | **28** | | - The repurchased shares primarily relate to tax payments due upon vesting of associate restricted stock and performance share unit awards[148](index=148&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including the cash incentive plan, guarantor subsidiaries, and CEO/CFO certifications - Key exhibits filed include the company's amended cash incentive plan, a list of guarantor subsidiaries, and CEO/CFO certifications under Sections 302 and 906[151](index=151&type=chunk)

Financial Data and Key Metrics Changes - The company reported earnings of $0.52 per share for Q2 2022, exceeding the guidance of $0.40 to $0.42 per share, driven by improved sales and expense management [7][14] - Total sales in US and Canadian stores were $1.16 billion, a decrease of 6% compared to the previous year but up 31% compared to 2019 [14] - Direct sales were $367 million, down 10% year-over-year but up 106% compared to 2019 [14] - Total inventories increased by 33% compared to last year, with finished goods units up 13% [16] Business Line Data and Key Metrics Changes - The launch of the Poppy fragrance was the most successful single launch in July, indicating strong customer engagement with new products [8][18] - The company successfully launched its Halloween collection early, which drove traffic and sales both in-store and online [8][22] - The men's product line continues to outperform, with plans to expand offerings significantly [20][21] Market Data and Key Metrics Changes - International business sales for the quarter were $90 million, an increase of 35% compared to last year [14] - The company ended the quarter with BOPIS (Buy Online, Pick Up In Store) available in over 1,200 stores, which is 500 more than the previous quarter [14] Company Strategy and Development Direction - The company is focusing on enhancing customer experience and streamlining operations to drive future growth and profitability [10][12] - Organizational changes include the elimination of 130 roles to improve efficiency and effectiveness [11][12] - The company is investing in its loyalty program, which is expected to enhance customer retention and spending [9][10] Management's Comments on Operating Environment and Future Outlook - Management acknowledged inflationary pressures and is actively working on expense management while maintaining quality [10][12] - The outlook for the third quarter anticipates a sales decrease in the mid to high single digits compared to the prior year [15] - The company expects full-year earnings per share to be between $2.70 and $3, factoring in inflationary costs and revenue deferrals from the loyalty program [16] Other Important Information - The company is committed to becoming a truly omni-channel retailer, integrating various aspects of customer experience under a unified strategy [11][12] - The loyalty program is expected to significantly increase customer engagement, with a base of approximately 60 million customers [9][54] Q&A Session Summary Question: Concerns about SG&A pressures - Management noted that about two-thirds of SG&A expenses are related to store selling, with planned increases in wages impacting future rates [26][27] Question: Gross margin pressures - Management indicated that the gross margin decline is primarily due to the impact of the loyalty program and expected sales performance [30][31] Question: Breakdown of sales growth - The company reported that AUR (Average Unit Retail) is approximately 20% higher than pre-pandemic levels, with unit growth contributing to overall sales increases [36][37] Question: Traffic trends and customer response - Management observed a deceleration in store traffic during June, which improved in July due to new product launches [56][58] Question: Promotional strategy compared to 2019 - The company plans to be more promotional than last year but still less than pre-pandemic levels, focusing on maintaining AUR [71][72] Question: BOPIS capabilities - Management expressed excitement about BOPIS, noting positive customer feedback and its potential to enhance in-store sales [75][76]

Bath&BodyWorks® Second Quarter Earnings Presentation August 17, 2022 Forward Looking Statements Safe Harbor Statement Under the Private Securities Litigation Reform 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 presentation 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. Accordingl ...

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements for Q1 2022 and 2021, including income, balance sheets, equity, cash flows, and detailed notes [Consolidated Statements of Income](index=3&type=section&id=Consolidated%20Statements%20of%20Income) Details the company's income performance, showing a decline in net sales and operating income for Q1 2022 compared to Q1 2021 | Metric | First Quarter 2022 ($ millions) | First Quarter 2021 ($ millions) | | :--------------------------------------| :------------------------------ | :------------------------------ | | Net Sales | 1,450 | 1,470 | | Gross Profit | 669 | 742 | | Operating Income | 280 | 337 | | Net Income from Continuing Operations | 155 | 91 | | Income from Discontinued Operations | — | 186 | | Net Income | 155 | 277 | | Net Income per Basic Share (Continuing) | 0.65 | 0.32 | | Net Income per Diluted Share (Continuing)| 0.64 | 0.32 | - Net Sales decreased by **$20 million** (**1%**) from **$1,470 million** in Q1 2021 to **$1,450 million** in Q1 2022[9](index=9&type=chunk) - Operating Income decreased by **$57 million** (**17%**) from **$337 million** in Q1 2021 to **$280 million** in Q1 2022[9](index=9&type=chunk) [Consolidated Statements of Comprehensive Income](index=3&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Presents the total comprehensive income, including net income and other comprehensive income components for Q1 2022 and Q1 2021 | Metric | First Quarter 2022 ($ millions) | First Quarter 2021 ($ millions) | | :----------------------------- | :------------------------------ | :------------------------------ | | Net Income | 155 | 277 | | Total Other Comprehensive Income | — | 3 | | Total Comprehensive Income | 155 | 280 | [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Outlines the company's financial position, detailing assets, liabilities, and equity as of April 30, 2022, and prior periods | Metric | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :-------------------------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Cash and Cash Equivalents | 651 | 1,979 | 2,475 | | Inventories | 820 | 709 | 636 | | Total Current Assets | 1,752 | 3,009 | 4,612 | | Total Assets | 4,860 | 6,026 | 10,546 | | Total Current Liabilities | 1,240 | 1,290 | 2,680 | | Long-term Debt | 4,856 | 4,854 | 5,344 | | Total Shareholders' Equity (Deficit) | (2,659) | (1,518) | (534) | | Total Liabilities and Equity (Deficit) | 4,860 | 6,026 | 10,546 | - Cash and Cash Equivalents decreased significantly from **$1,979 million** on January 29, 2022, to **$651 million** on April 30, 2022[14](index=14&type=chunk) - Inventories increased from **$709 million** on January 29, 2022, to **$820 million** on April 30, 2022[14](index=14&type=chunk) - Total Shareholders' Equity (Deficit) worsened from **$(1,518) million** on January 29, 2022, to **$(2,659) million** on April 30, 2022[15](index=15&type=chunk) [Consolidated Statements of Total Equity (Deficit)](index=5&type=section&id=Consolidated%20Statements%20of%20Total%20Equity%20(Deficit)) Details changes in total equity, including net income, dividends, and share repurchases, for the period ending April 30, 2022 | Metric | Balance, January 29, 2022 ($ millions) | Net Income ($ millions) | Cash Dividends ($ millions) | Repurchases of Common Stock ($ millions) | Accelerated Share Repurchase Program ($ millions) | Treasury Share Retirement ($ millions) | Share-based Compensation and Other ($ millions) | Balance, April 30, 2022 ($ millions) | | :-------------------------------------- | :------------------------------------- | :---------------------- | :-------------------------- | :--------------------------------------- | :------------------------------------------------ | :------------------------------------- | :---------------------------------------------- | :----------------------------------- | | Common Stock Par Value | 134 | — | — | — | — | (9) | 1 | 126 | | Paid-In Capital | 893 | — | — | — | (200) | (61) | (14) | 618 | | Retained Earnings (Accumulated Deficit) | (1,803) | 155 | (48) | — | — | (965) | — | (2,661) | | Treasury Stock, at Average Cost | (822) | — | — | (235) | (800) | 1,035 | — | (822) | | Total Equity (Deficit) | (1,517) | 155 | (48) | (235) | (1,000) | — | (13) | (2,658) | - Total Equity (Deficit) decreased from **$(1,517) million** on January 29, 2022, to **$(2,658) million** on April 30, 2022, primarily due to accelerated share repurchases and treasury share retirement[18](index=18&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Presents cash flows from operating, investing, and financing activities for Q1 2022 and Q1 2021, highlighting key changes | Activity | First Quarter 2022 ($ millions) | First Quarter 2021 ($ millions) | | :---------------------------------------- | :------------------------------ | :------------------------------ | | Net Cash Provided by Operating Activities | 66 | 249 | | Net Cash Used for Investing Activities | (88) | (56) | | Net Cash Used for Financing Activities | (1,306) | (1,291) | | Net Decrease in Cash and Cash Equivalents | (1,328) | (1,096) | | Cash and Cash Equivalents, End of Period | 651 | 2,837 | - Net cash provided by operating activities decreased significantly from **$249 million** in Q1 2021 to **$66 million** in Q1 2022[21](index=21&type=chunk) - Net cash used for financing activities remained high, at **$(1,306) million** in Q1 2022, primarily due to share repurchases[21](index=21&type=chunk) [Notes to Consolidated Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(Unaudited)) [1. Description of Business and Basis of Presentation](index=7&type=section&id=1.%20Description%20of%20Business%20and%20Basis%20of%20Presentation) Describes the company's business, the Victoria's Secret spin-off, and ongoing monitoring of the COVID-19 pandemic impacts - Bath & Body Works, Inc. is a specialty retailer of home fragrance, body care, and soaps/sanitizer products, operating under Bath & Body Works, White Barn, and other brands in the U.S. and Canada, with international operations primarily through franchise, license, and wholesale partners[25](index=25&type=chunk) - On August 2, 2021, the company completed the tax-free spin-off of its Victoria's Secret business, with operating results reported as discontinued operations[25](index=25&type=chunk) - The company continues to monitor the COVID-19 pandemic, which has caused channel and product category shifts, and acknowledges potential future impacts on operations and financial performance[26](index=26&type=chunk) [2. Discontinued Operations](index=8&type=section&id=2.%20Discontinued%20Operations) Details the spin-off of the Victoria's Secret business, its financial impact, and ongoing transition service agreements - The Victoria's Secret business was spun off on August 2, 2021, becoming an independent publicly traded company (VSCO), with Bath & Body Works retaining no ownership interest[37](index=37&type=chunk)[39](index=39&type=chunk) - The Separation resulted in a **$175 million** net reduction to Retained Earnings (Accumulated Deficit) for Bath & Body Works, primarily due to asset/liability transfers, net of **$976 million** cash received from Victoria's Secret & Co[39](index=39&type=chunk) - Transition Services Agreements are in place, with Bath & Body Works recognizing **$19 million** in consideration and **$20 million** in costs for services provided/received in Q1 2022[39](index=39&type=chunk) | Metric | First Quarter 2021 ($ millions) | | :-------------------------------------- | :------------------------------ | | Net Sales | 1,554 | | Income from Discontinued Operations, Net of Tax | 186 | [3. Revenue Recognition](index=11&type=section&id=3.%20Revenue%20Recognition) Explains revenue recognition policies and provides a breakdown of net sales by channel and geographic region | Channel | First Quarter 2022 ($ millions) | First Quarter 2021 ($ millions) | | :----------------------- | :------------------------------ | :------------------------------ | | Stores - U.S. and Canada | 1,059 | 1,051 | | Direct - U.S. and Canada | 318 | 349 | | International | 73 | 70 | | Total Net Sales | 1,450 | 1,470 | - Deferred revenue, primarily from gift cards, loyalty points, and direct channel shipments, was **$133 million** as of April 30, 2022, and **$56 million** was recognized as revenue in Q1 2022 from amounts deferred at the beginning of the year[47](index=47&type=chunk) - Net sales outside the U.S. increased from **$117 million** in Q1 2021 to **$137 million** in Q1 2022[48](index=48&type=chunk) [4. Earnings Per Share and Shareholders' Equity (Deficit)](index=12&type=section&id=4.%20Earnings%20Per%20Share%20and%20Shareholders'%20Equity%20(Deficit)) Discusses earnings per share, share repurchase programs, share retirement, and dividend policy for the period | Metric | First Quarter 2022 (millions) | First Quarter 2021 (millions) | | :-------------------------------------- | :---------------------------- | :---------------------------- | | Common Shares | 255 | 288 | | Basic Shares | 240 | 279 | | Diluted Shares | 243 | 284 | - In February 2022, the Board authorized a new **$1.5 billion** share repurchase program, including a **$1 billion** Accelerated Share Repurchase (ASR) program, which resulted in the repurchase of **13.6 million** shares initially[51](index=51&type=chunk) - The company retired **18 million** shares repurchased under the February 2022 Program in Q1 2022, leading to reductions in Common Stock par value, Paid-in Capital, and Retained Earnings[53](index=53&type=chunk) - The annual dividend was increased to **$0.80** per share in February 2022, with a quarterly dividend of **$0.20** per share paid in March 2022[54](index=54&type=chunk) [5. Inventories](index=14&type=section&id=5.%20Inventories) Provides a breakdown of inventory types and highlights the increase in total inventories during Q1 2022 | Inventory Type | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :--------------------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Finished Goods Merchandise | 627 | 521 | 503 | | Raw Materials and Merchandise Components | 193 | 188 | 133 | | Total Inventories | 820 | 709 | 636 | - Total Inventories increased by **$111 million** from January 29, 2022, to April 30, 2022, driven by increases in both finished goods and raw materials[58](index=58&type=chunk) [6. Long-Lived Assets](index=14&type=section&id=6.%20Long-Lived%20Assets) Details property and equipment, net of accumulated depreciation, and reports depreciation expense for continuing operations | Metric | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :-------------------------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Property and Equipment, at Cost | 2,669 | 2,583 | 2,415 | | Accumulated Depreciation and Amortization | (1,610) | (1,574) | (1,421) | | Property and Equipment, Net | 1,059 | 1,009 | 994 | - Depreciation expense from continuing operations increased from **$49 million** in Q1 2021 to **$53 million** in Q1 2022[60](index=60&type=chunk) [7. Equity Investments](index=14&type=section&id=7.%20Equity%20Investments) Describes the company's equity investments, primarily land and other assets in Easton, Ohio, accounted for by the equity method - The company holds land and other investments in Easton, Ohio, totaling **$126 million** as of April 30, 2022, accounted for using the equity method[61](index=61&type=chunk) [8. Income Taxes](index=14&type=section&id=8.%20Income%20Taxes) Reports the effective tax rate for Q1 2022 and Q1 2021, noting the impact of share-based award tax benefits - The effective tax rate for Q1 2022 was **19.4%**, down from **23.7%** in Q1 2021, primarily due to excess tax benefits from share-based awards[62](index=62&type=chunk) [9. Long-term Debt and Borrowing Facilities](index=15&type=section&id=9.%20Long-term%20Debt%20and%20Borrowing%20Facilities) Details the company's long-term debt structure and significant debt redemption activities, including associated losses | Debt Type | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :-------------------------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Total Senior Debt with Subsidiary Guarantee | 4,261 | 4,259 | 4,750 | | Total Senior Debt | 595 | 595 | 594 | | Total Long-term Debt | 4,856 | 4,854 | 5,344 | - In April 2021, the company redeemed **$285 million** of **5.625%** senior notes due February 2022 and **$750 million** of **6.875%** senior secured notes due July 2025, resulting in a pre-tax loss of **$105 million**[65](index=65&type=chunk) [10. Fair Value Measurements](index=16&type=section&id=10.%20Fair%20Value%20Measurements) Provides fair value measurements for financial instruments, particularly publicly traded debt, and notes changes over time | Metric | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :---------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Principal Value | 4,915 | 4,915 | 5,414 | | Fair Value, Estimated | 4,866 | 5,493 | 6,389 | - The estimated fair value of publicly traded debt decreased from **$5,493 million** on January 29, 2022, to **$4,866 million** on April 30, 2022[68](index=68&type=chunk) - The carrying values of accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short maturity[139](index=139&type=chunk) [11. Accumulated Other Comprehensive Income](index=16&type=section&id=11.%20Accumulated%20Other%20Comprehensive%20Income) Presents the components of accumulated other comprehensive income, including foreign currency translation and cash flow hedges | Component | Balance as of January 29, 2022 ($ millions) | Balance as of April 30, 2022 ($ millions) | | :----------------------- | :---------------------------------------- | :---------------------------------------- | | Foreign Currency Translation | 79 | 79 | | Cash Flow Hedges | 1 | 1 | | Total | 80 | 80 | [12. Commitments and Contingencies](index=17&type=section&id=12.%20Commitments%20and%20Contingencies) Outlines various legal claims, the global settlement for derivative lawsuits, and contingent lease obligations - The company is subject to various claims and contingencies, including commercial, tort, intellectual property, and class action lawsuits, but management believes the ultimate liability will not materially adversely affect financial results[71](index=71&type=chunk) - A global settlement was reached in July 2021 for derivative lawsuits, requiring the company and Victoria's Secret & Co. to each invest **$45 million** over at least five years in management and governance measures, including a Diversity, Equity, and Inclusion Council[71](index=71&type=chunk) - Contingent obligations related to lease payments from the Victoria's Secret & Co. spin-off and La Senza sale totaled **$277 million** as of April 30, 2022[71](index=71&type=chunk) [13. Subsequent Events](index=17&type=section&id=13.%20Subsequent%20Events) Reports key events occurring after the reporting period, including CEO transition and the final settlement of the ASR program - Andrew M. Meslow stepped down as CEO on May 12, 2022, and Sarah E. Nash was appointed Interim CEO[72](index=72&type=chunk) - The Accelerated Share Repurchase (ASR) program's final settlement occurred in May 2022, with the company receiving an additional **6.7 million** shares of common stock, which were retired upon receipt[72](index=72&type=chunk) [Report of Independent Registered Public Accounting Firm](index=18&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) States that Ernst & Young LLP reviewed the interim financial statements, finding no material modifications needed for GAAP conformity - Ernst & Young LLP reviewed the consolidated interim financial statements and found no material modifications needed for conformity with U.S. GAAP[75](index=75&type=chunk) [SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995](index=19&type=section&id=SAFE%20HARBOR%20STATEMENT%20UNDER%20THE%20PRIVATE%20SECURITIES%20LITIGATION%20ACT%20OF%201995) Provides a cautionary statement on forward-looking statements, detailing risks like economic conditions, COVID-19, seasonality, and supply chain issues - Forward-looking statements are subject to risks and uncertainties, including general economic conditions, inflation, consumer confidence, and market disruptions[78](index=78&type=chunk) - Specific risks include the ongoing impact of the COVID-19 pandemic, seasonality of business, potential unrealized benefits from the Victoria's Secret spin-off, and difficulties related to supply chain, labor costs, and international operations[78](index=78&type=chunk) - The company is not obligated to publicly update or revise any forward-looking statements[80](index=80&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of Q1 2022 financial condition and operations, covering sales, income, inflation, supply chain, store data, liquidity, and debt [Executive Overview](index=20&type=section&id=Executive%20Overview) Summarizes Q1 2022 performance, noting decreases in net sales and operating income, and the impact of inflationary costs - Net sales decreased by **$20 million** (**1%**) to **$1.450 billion** in Q1 2022, with store sales increasing **1%** and direct channel sales decreasing **9%**[83](index=83&type=chunk) - Operating income decreased by **$57 million** (**17%**) to **$280 million**, with the operating income rate falling to **19.3%** from **22.9%**, primarily due to approximately **$50 million** in increased inflationary costs[83](index=83&type=chunk) - Q1 2021 net sales benefited from approximately **$50 million** in government stimulus payments, which did not reoccur in Q1 2022[83](index=83&type=chunk) [Global Supply Chain and Inflationary Impacts](index=21&type=section&id=Global%20Supply%20Chain%20and%20Inflationary%20Impacts) Discusses expected full-year inflation impacts and strategies to mitigate costs, including pricing and inventory management - The company expects full-year inflation impact to range between **$225 million** and **$250 million**, with approximately **$70 million** pressure in Q2 2022, an increase from the initial estimate of **$150-$175 million** for 2022[85](index=85&type=chunk) - Strategies include strategically raising prices and carefully managing promotional activity to maximize margin dollars, while proactively pulling forward inventory purchases to mitigate supply chain disruptions[85](index=85&type=chunk) [Information Technology and Chief Executive Officer Transition Costs](index=21&type=section&id=Information%20Technology%20and%20Chief%20Executive%20Officer%20Transition%20Costs) Details accelerated IT system separation and anticipated costs associated with the Chief Executive Officer transition - The company is accelerating the separation of its technology system environments, expecting predominant completion in 2023, to build additional technology capabilities for long-term growth[86](index=86&type=chunk) - Additional costs are expected for the CEO transition, including severance and retention for key talent, which will negatively impact general, administrative, and store operating expenses in 2022[86](index=86&type=chunk) [COVID-19](index=21&type=section&id=COVID-19) Outlines ongoing efforts to maintain safe operations and monitor the pandemic's potential future impacts on the business - The company continues to prioritize a safe store environment and operations for distribution/fulfillment centers, while monitoring the pandemic's effects and potential future closures or operating restrictions[87](index=87&type=chunk) [Adjusted Financial Information from Continuing Operations](index=21&type=section&id=Adjusted%20Financial%20Information%20from%20Continuing%20Operations) Presents adjusted financial metrics for continuing operations, excluding the impact of debt extinguishment losses | Metric | First Quarter 2022 ($ millions) | First Quarter 2021 ($ millions) | | :-------------------------------------- | :------------------------------ | :------------------------------ | | Reported Net Income from Continuing Operations | 155 | 91 | | Loss on Extinguishment of Debt (pre-tax) | — | 105 | | Tax Benefit of Special Item | — | (25) | | Adjusted Net Income from Continuing Operations | 155 | 170 | | Reported Earnings per Diluted Share (Continuing) | 0.64 | 0.32 | | Loss on Extinguishment of Debt (per share) | — | 0.28 | | Adjusted Earnings per Diluted Share (Continuing) | 0.64 | 0.60 | - Adjusted Net Income from Continuing Operations for Q1 2021 was **$170 million**, excluding a **$105 million** pre-tax loss from debt extinguishment[89](index=89&type=chunk)[90](index=90&type=chunk) [Company-Operated Store Data](index=22&type=section&id=Company-Operated%20Store%20Data) Provides key operational metrics for company-operated stores, including sales performance, store size, and store count changes | Metric | First Quarter 2022 | First Quarter 2021 | % Change | | :-------------------------------------- | :----------------- | :----------------- | :------- | | Sales per Average Selling Square Foot | $222 | $229 | (3 %) | | Sales per Average Store (in thousands) | $605 | $610 | (1 %) | | Average Store Size (selling square feet)| 2,725 | 2,672 | 2 % | | Total Selling Square Feet (in thousands)| 4,510 | 4,406 | 2 % | | Region | Stores January 29, 2022 | Opened | Closed | Stores April 30, 2022 | | :------------ | :---------------------- | :----- | :----- | :-------------------- | | United States | 1,651 | 12 | (8) | 1,655 | | Canada | 104 | — | — | 104 | | Total | 1,755 | 12 | (8) | 1,759 | [Partner-Operated Store Data](index=22&type=section&id=Partner-Operated%20Store%20Data) Presents data on partner-operated international stores, including new openings and total store count as of April 30, 2022 | Region | Opened | Closed | Stores April 30, 2022 | | :-------------------------- | :----- | :----- | :-------------------- | | International | 18 | — | 335 | | International - Travel Retail | — | — | 21 | | Total International | 18 | — | 356 | [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Analyzes key financial results, including net sales, gross profit, operating expenses, interest expense, and effective tax rate | Metric | First Quarter 2022 ($ millions) | First Quarter 2021 ($ millions) | % Change | | :-------------------------------------- | :------------------------------ | :------------------------------ | :------- | | Net Sales | 1,450 | 1,470 | (1 %) | | Gross Profit | 669 | 742 | (9.8 %) | | Gross Profit Rate | 46.1% | 50.5% | (4.4 ppts)| | General, Administrative and Store Operating Expenses | 389 | 405 | (4.0 %) | | General, Administrative and Store Operating Expenses Rate | 26.8% | 27.5% | (0.7 ppts)| | Interest Expense | 89 | 114 | (21.9 %) | | Other Income (Loss) | 1 | (104) | N/A | | Effective Tax Rate | 19.4% | 23.7% | (4.3 ppts)| - Gross profit decreased by **$73 million**, and the gross profit rate declined by **4.4 percentage points** to **46.1%**, primarily due to **$50 million** in increased inflationary costs and higher promotional activity[103](index=103&type=chunk) - Interest expense decreased by **$25 million** to **$89 million** due to lower average daily borrowings and a lower average borrowing rate[107](index=107&type=chunk) [FINANCIAL CONDITION](index=24&type=section&id=FINANCIAL%20CONDITION) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's primary sources of liquidity and capital, affirming sufficiency for foreseeable requirements - Cash generated from operating activities is the primary resource for current operations, growth, seasonal funding, and capital expenditures, with sales historically higher in Q4 due to seasonality[110](index=110&type=chunk) - The company believes its available short-term and long-term capital resources are sufficient to fund foreseeable requirements[110](index=110&type=chunk) [Working Capital and Capitalization](index=24&type=section&id=Working%20Capital%20and%20Capitalization) Details working capital, long-term debt, shareholders' equity, and total capitalization, noting significant changes | Metric | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :-------------------------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Working Capital, Net of Discontinued Operations | 512 | 1,719 | 1,979 | | Long-term Debt | 4,856 | 4,854 | 5,344 | | Shareholders' Equity (Deficit) | (2,659) | (1,518) | (534) | | Total Capitalization | 2,197 | 3,336 | 4,810 | | Amounts Available Under the ABL Facility | 604 | 479 | — | - Working Capital, net of discontinued operations, significantly decreased from **$1,719 million** on January 29, 2022, to **$512 million** on April 30, 2022[111](index=111&type=chunk) [Cash Flows](index=24&type=section&id=Cash%20Flows) Summarizes the company's cash flow activities, including operating, investing, and financing, for Q1 2022 and Q1 2021 | Activity | First Quarter 2022 ($ millions) | First Quarter 2021 ($ millions) | | :---------------------------------------- | :------------------------------ | :------------------------------ | | Cash and Cash Equivalents, Beginning of Period | 1,979 | 3,933 | | Net Cash Provided by Operating Activities | 66 | 249 | | Net Cash Used for Investing Activities | (88) | (56) | | Net Cash Used for Financing Activities | (1,306) | (1,291) | | Net Decrease in Cash and Cash Equivalents | (1,328) | (1,096) | | Cash and Cash Equivalents, End of Period | 651 | 2,837 | [Operating Activities](index=25&type=section&id=Operating%20Activities) Analyzes net cash provided by operating activities, noting a decrease due to working capital changes and inventory purchases - Net cash provided by operating activities was **$66 million** in Q1 2022, down from **$249 million** in Q1 2021, influenced by seasonal working capital changes and proactive inventory purchases[114](index=114&type=chunk) [Investing Activities](index=25&type=section&id=Investing%20Activities) Details net cash used for investing activities, primarily capital expenditures for stores, fulfillment centers, and IT projects - Net cash used for investing activities was **$88 million** in Q1 2022, primarily for capital expenditures including **$37 million** for new non-mall stores/remodels, **$27 million** for a new direct channel fulfillment center, and **$12 million** for IT projects[115](index=115&type=chunk) - Estimated full-year 2022 capital expenditures are approximately **$400 million**, including 150 real estate projects and investments in IT separation and the new fulfillment center[115](index=115&type=chunk) [Financing Activities](index=25&type=section&id=Financing%20Activities) Explains net cash used for financing activities, primarily driven by significant share repurchases and dividend payments - Net cash used for financing activities was **$1.306 billion** in Q1 2022, mainly due to **$1.227 billion** in share repurchases (including a **$1 billion** ASR payment) and **$48 million** in dividend payments[116](index=116&type=chunk) [Common Stock Share Repurchases](index=26&type=section&id=Common%20Stock%20Share%20Repurchases) Details the new $1.5 billion share repurchase program, including the ASR, and remaining authorization as of April 30, 2022 - In February 2022, the Board authorized a new **$1.5 billion** share repurchase program, including a **$1 billion** Accelerated Share Repurchase (ASR) program[120](index=120&type=chunk) - As of April 30, 2022, **$265 million** of the February 2022 Program's authority remained[121](index=121&type=chunk) - Subsequent to April 30, 2022, an additional **1.3 million** shares were repurchased for **$62 million** under the February 2022 Program[121](index=121&type=chunk) [Common Stock Retirement](index=27&type=section&id=Common%20Stock%20Retirement) Reports the retirement of 18 million shares in Q1 2022, detailing the resulting reductions in equity accounts - **18 million** shares repurchased under the February 2022 Program were retired in Q1 2022, resulting in reductions of **$9 million** in Common Stock par value, **$61 million** in Paid-in Capital, and **$965 million** in Retained Earnings (Accumulated Deficit)[122](index=122&type=chunk) [Dividend Policy and Procedures](index=27&type=section&id=Dividend%20Policy%20and%20Procedures) Outlines the increased annual dividend policy and the declaration of the second-quarter 2022 ordinary dividend - The Board increased the annual dividend to **$0.80** per share in February 2022, with a quarterly dividend of **$0.20** per share paid in March 2022[122](index=122&type=chunk) - A second-quarter 2022 ordinary dividend of **$0.20** per share was declared in May 2022, payable on June 17, 2022[123](index=123&type=chunk) [Long-term Debt and Borrowing Facilities](index=27&type=section&id=Long-term%20Debt%20and%20Borrowing%20Facilities) Details the company's long-term debt structure and recent debt extinguishment activities, including associated losses | Debt Type | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :-------------------------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Total Senior Debt with Subsidiary Guarantee | 4,261 | 4,259 | 4,750 | | Total Senior Debt | 595 | 595 | 594 | | Total Long-term Debt | 4,856 | 4,854 | 5,344 | - In September and October 2021, the company completed tender offers and redemptions for **$270 million** of 2023 Notes and **$180 million** of 2025 Notes, and the remaining **$50 million** of 2023 Notes, resulting in an **$89 million** pre-tax loss on debt extinguishment[126](index=126&type=chunk) [Asset-backed Revolving Credit Facility](index=28&type=section&id=Asset-backed%20Revolving%20Credit%20Facility) Describes the $750 million ABL Facility, its borrowing base, and available capacity as of April 30, 2022 - The ABL Facility has aggregate commitments of **$750 million**, expiring in August 2026, and supports borrowings and letters of credit in U.S. or Canadian dollars[128](index=128&type=chunk) - As of April 30, 2022, the borrowing base was **$620 million**, with no outstanding borrowings and **$16 million** in outstanding letters of credit, leaving **$604 million** in availability[128](index=128&type=chunk) [Credit Ratings](index=28&type=section&id=Credit%20Ratings) Presents the company's credit ratings from Moody's and S&P for corporate, senior unsecured, and subsidiary guaranteed debt | Rating Agency | Corporate | Senior Unsecured Debt with Subsidiary Guarantee | Senior Unsecured Debt | Outlook | | :------------ | :-------- | :-------------------------------------------- | :-------------------- | :------- | | Moody's | Ba2 | Ba2 | B1 | Positive | | S&P | BB | BB | B+ | Positive | [Guarantor Summarized Financial Information](index=28&type=section&id=Guarantor%20Summarized%20Financial%20Information) Provides summarized financial information for guarantor subsidiaries, including assets, liabilities, and income statement metrics - Certain wholly-owned subsidiaries guarantee the company's Notes, which are senior unsecured obligations of the Parent Company[130](index=130&type=chunk) | Metric | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | | :-------------------------------------- | :-------------------------- | :---------------------------- | | Current Assets | 2,115 | 3,365 | | Noncurrent Assets | 2,492 | 2,481 | | Current Liabilities | 2,884 | 2,956 | | Noncurrent Liabilities | 6,151 | 6,155 | | Metric | 2022 ($ millions) | | :------------------------- | :---------------- | | Net Sales | 1,399 | | Gross Profit | 621 | | Operating Income | 256 | | Income Before Income Taxes | 166 | | Net Income | 134 | [Contingent Liabilities and Contractual Obligations](index=29&type=section&id=Contingent%20Liabilities%20and%20Contractual%20Obligations) Outlines contingent lease obligations from spin-offs and sales, noting no material changes in contractual obligations - Remaining contingent obligations related to lease payments from the Victoria's Secret & Co. spin-off and La Senza business sale totaled **$277 million** as of April 30, 2022, expiring through 2037[133](index=133&type=chunk) - No material changes in contractual obligations since January 29, 2022, with fluctuations expected due to the seasonal nature of merchandise inventory purchase obligations[133](index=133&type=chunk) [RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS](index=29&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20PRONOUNCEMENTS) States that no recently issued accounting pronouncements had or are expected to have a material impact on financial statements - No new accounting standards adopted in Q1 2022 had a material impact, and none expected to have a material impact in future periods as of June 2, 2022[133](index=133&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=30&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Discusses critical accounting policies and estimates, confirming no material changes since the 2021 Annual Report on Form 10-K - Management evaluates accounting policies, estimates, and judgments related to inventories, long-lived store assets, claims, income taxes, and revenue recognition, with no material changes since the 2021 Annual Report on Form 10-K[135](index=135&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Discusses market risks from foreign currency and interest rates, managed through derivatives, and details fair value measurements and credit risk [Market Risk](index=30&type=section&id=Market%20Risk) Identifies market risks from foreign currency and interest rate changes, managed using derivative financial instruments - The company's financial instruments are exposed to market risk from changes in foreign currency exchange rates and interest rates, managed through derivative financial instruments like foreign currency forward contracts and interest rate swaps[136](index=136&type=chunk) [Foreign Exchange Rate Risk](index=30&type=section&id=Foreign%20Exchange%20Rate%20Risk) Explains foreign exchange rate risk on Canadian dollar earnings and international royalties, mitigated by forward contracts - Canadian dollar denominated earnings are subject to exchange rate risk as merchandise is sourced through U.S. dollar transactions, mitigated by foreign currency forward contracts[137](index=137&type=chunk) - Royalties from international partners, though denominated in U.S. dollars, are calculated based on local currency sales, exposing them to foreign currency fluctuations[137](index=137&type=chunk) [Interest Rate Risk](index=30&type=section&id=Interest%20Rate%20Risk) Describes interest rate risk management for the investment portfolio and fixed-rate long-term debt, with potential swap use - The investment portfolio, primarily U.S. government obligations and AAA-rated money market funds, is managed for principal preservation, liquidity, and interest income maximization, with minimal risk to principal from interest rate changes due to short-term nature and quality[138](index=138&type=chunk) - All long-term debt as of April 30, 2022, has fixed interest rates, and the company may use interest rate swap arrangements to adjust exposure[138](index=138&type=chunk) [Fair Value of Financial Instruments](index=30&type=section&id=Fair%20Value%20of%20Financial%20Instruments) Provides fair value measurements for financial instruments, including publicly traded debt, and notes short-term carrying values | Metric | April 30, 2022 ($ millions) | January 29, 2022 ($ millions) | May 1, 2021 ($ millions) | | :---------------------- | :-------------------------- | :---------------------------- | :----------------------- | | Principal Value | 4,915 | 4,915 | 5,414 | | Fair Value, Estimated | 4,866 | 5,493 | 6,389 | - The estimated fair value of publicly traded debt decreased from **$5,493 million** on January 29, 2022, to **$4,866 million** on April 30, 2022[140](index=140&type=chunk) - The carrying values of accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short maturity[139](index=139&type=chunk) [Concentration of Credit Risk](index=31&type=section&id=Concentration%20of%20Credit%20Risk) Describes how the company manages credit risk by monitoring financial institutions and reviewing partner credit standing - The company manages credit risk by monitoring financial institutions for cash, cash equivalents, and derivative contracts, and periodically reviewing the credit standing of franchise, license, and wholesale partners[141](index=141&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms effective disclosure controls and procedures as of April 30, 2022, with no material changes in internal control over financial reporting - The company's disclosure controls and procedures were evaluated and deemed effective as of April 30, 2022, ensuring timely and accurate reporting[142](index=142&type=chunk) - No material changes in internal control over financial reporting occurred during the first quarter of 2022[142](index=142&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) Details legal proceedings, including derivative lawsuits, and a global settlement requiring investments in management and governance measures - The company is a defendant in various lawsuits, but management believes current legal proceedings are not expected to have a material adverse effect on financial position or results[144](index=144&type=chunk) - A global settlement was reached in July 2021 for derivative lawsuits, with final approval in May 2022, requiring the company and Victoria's Secret & Co. to each invest **$45 million** over at least five years in management and governance measures, including a Diversity, Equity, and Inclusion Council[144](index=144&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) Refers to the 2021 Annual Report on Form 10-K for comprehensive risk factors, noting potential material differences in actual results - Readers are directed to the 2021 Annual Report on Form 10-K for a comprehensive discussion of risk factors affecting the business and financial results[145](index=145&type=chunk) - Existing and new risk factors could cause actual results to differ materially from forward-looking statements[145](index=145&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Summarizes common stock repurchases in Q1 2022, including shares bought under public programs and for tax payments on share-based awards | Period | Total Number of Shares Purchased (in thousands) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs (in thousands) | Amount Yet to be Purchased Under the Programs (d) ($ thousands) | | :------------ | :-------------------------------------------- | :--------------------------- | :----------------------------------------------------------------------------------- | :-------------------------------------------------------------- | | February 2022 | 13,642 | $58.72 | 13,624 | 700,000 | | March 2022 | 3,747 | $49.31 | 3,255 | 539,456 | | April 2022 | 1,475 | $50.91 | 1,466 | 464,837 | | Total | 18,864 | | 18,345 | | - Total shares repurchased in Q1 2022 were **18.864 million**, with **18.345 million** under publicly announced programs[147](index=147&type=chunk) - As of April 30, 2022, **$464.837 million** remained authorized for repurchase under existing programs[147](index=147&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Indicates 'Not applicable,' confirming no defaults upon senior securities during the reporting period - This item is not applicable, indicating no defaults upon senior securities[148](index=148&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Indicates 'Not applicable,' confirming no mine safety disclosures are required for the company - This item is not applicable, indicating no mine safety disclosures[150](index=150&type=chunk) [Item 5. Other Information](index=33&type=section&id=Item%205.%20Other%20Information) States 'None,' indicating no other required disclosures not covered elsewhere in the report - No other information is reported under this item[150](index=150&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Form 10-Q, including master confirmations, award agreements, certifications, and XBRL documents - Exhibits include Master Confirmation with JPMorgan Chase Bank, Stock Option and Performance Incentive Plan Restricted Share Unit Award Agreement, List of Guarantor Subsidiaries, and Section 302 and 906 Certifications[149](index=149&type=chunk) - XBRL Instance Document and Taxonomy Extension Schema, Calculation, Definition, Label, and Presentation Linkbase Documents are also included[149](index=149&type=chunk) [SIGNATURE](index=34&type=section&id=SIGNATURE) Contains the signature of Wendy C. Arlin, EVP and CFO, certifying the report on behalf of Bath & Body Works, Inc. on June 2, 2022 - The report is signed by Wendy C. Arlin, Executive Vice President and Chief Financial Officer, on June 2, 2022[152](index=152&type=chunk)

Bath & Body Works, Inc. (NYSE:BBWI) Q1 2022 Results Conference Call May 19, 2022 9:00 AM ET Company Participants Wendy Arlin - CFO Sarah Nash - Executive Chair of the Board and Interim CEO Julie Rosen - Brand President Conference Call Participants Ike Boruchow - Wells Fargo Alex Straton - Morgan Stanley Lorraine Hutchinson - Bank of America Grace Menk - Jefferies Simeon Siegel - BMO Capital Markets Jonna Kim - Cowen Matthew Boss - JPMorgan Janet Kloppenburg - JJK Research Associates Operator Good morning. M ...

Workforce and Diversity - As of January 29, 2022, the company employed approximately 56,900 associates, with 48,100 being part-time[38] - Women make up approximately 90% of the workforce and 44% of the Board of Directors[38] - In 2021, 89% of associates participated in an engagement survey, achieving an 85% favorable engagement rate[42] - The company hosted 70 virtual events with approximately 10,000 attendees during fiscal year 2021[39] - The company received a perfect score of 100% on the Human Rights Campaign's Corporate Equality Index for the fifth consecutive year[39] - The company offers 14 weeks of paid maternity leave and six weeks of paid paternity leave[40] - The company expanded mental health benefits to include both full-time and ongoing/non-seasonal part-time associates and their dependents in 2021[41] - The company is committed to equal opportunity and treatment for all associates, conducting periodic assessments of pay equity based on gender, race, and ethnicity[39] - The company has Inclusion Resource Groups for various demographics, enhancing workplace inclusivity[39] Business Operations and Challenges - The COVID-19 pandemic has adversely affected the company's business and results of operations, with reduced consumer confidence impacting store traffic and supply chain disruptions due to labor shortages and transportation issues[55] - The company experienced significant seasonal fluctuations in net sales and operating income, with a substantial portion typically realized during the fourth quarter holiday season[56] - The separation of Bath & Body Works and Victoria's Secret businesses has made the company smaller and less diversified, increasing vulnerability to market changes and potentially impacting financial performance[57] - The company relies heavily on information technology systems provided by Victoria's Secret & Co., and any inadequacies or interruptions during the transition could adversely affect operations[60] - The company faces challenges in attracting and retaining qualified associates, which could delay new store openings and increase labor-related costs[62] - The company’s net sales are sensitive to economic conditions, consumer spending patterns, and external factors such as political instability and health hazards[54] - Future growth is dependent on the ability to open new stores and remodel existing ones, with risks associated with site selection and integration into operations[66] - International expansion plans carry risks including unfamiliarity with local markets and potential competition, which could disrupt operations and increase costs[68] Financial Performance - Net sales for the fiscal year ended January 29, 2022, were $7,882 million, an increase of 22.6% compared to $6,434 million in 2020[242] - Gross profit for the same period was $3,855 million, representing a gross margin of approximately 48.9%[242] - Operating income increased to $2,009 million, up 25.3% from $1,604 million in 2020[242] - Net income from continuing operations was $1,075 million, a 24.3% increase from $865 million in the previous year[242] - The company reported a net income of $1,333 million for the fiscal year, compared to $844 million in 2020[242] - Basic earnings per share from continuing operations rose to $4.00, up from $3.11 in 2020[242] Debt and Financial Obligations - The company has substantial indebtedness, and failure to comply with covenants could result in an event of default, impacting financial condition[98] - The transition from LIBOR to SOFR may affect interest rates on borrowings under the asset-backed revolving credit facility, with potential implications for future debt servicing costs[101] - As of January 29, 2022, the principal value of the company's outstanding publicly traded debt was $4,915 million, with an estimated fair value of $5,493 million[219] - The company has a total of $4.298 billion in long-term debt maturing thereafter 2026[325] Compliance and Regulatory Risks - The company is subject to various laws and regulations regarding data privacy and security, which could adversely affect its reputation and financial condition[102] - The California Consumer Privacy Act (CCPA) went into effect on January 1, 2020, requiring companies to provide new disclosures and data protection rights to California consumers[102] - The California Privacy Rights Act (CPRA), effective January 1, 2023, imposes additional obligations on companies and expands rights for California residents regarding sensitive personal information[102] - The company faces significant costs related to compliance with evolving data privacy laws, which may increase over time and impact its operations[103] Market and Competitive Environment - The retail industry is highly competitive, with the company competing against various retailers, including online channels[78] - The company’s operations are susceptible to local and regional disruptions due to geographic concentration of vendor and distribution facilities[84] - The company may incur significant tax liabilities related to the spin-off of Victoria's Secret & Co., which could impact financial condition[59] Environmental and Operational Risks - The company may face increased costs and operational risks due to climate change and related environmental issues[75] - The company relies on third-party vendors for product sourcing, which exposes it to risks such as production delays and quality issues that could disrupt merchandise deliveries[86] - The company is exposed to foreign currency exchange rate risks, which could materially affect its results of operations and financial condition[87] Strategic Initiatives - Future strategies include continued market expansion and potential new product development to drive growth[242] - The company has established an ESG function to coordinate environmental, social, and governance initiatives, which may influence its reputation and brand value[74]

Bath & Body Works, Inc. (NYSE:BBWI) Q4 2021 Earnings Conference Call February 24, 2022 9:00 AM ET Company Participants Wendy Arlin - CFO Andrew Meslow - CEO Amie Preston - SVP of IR Sarah Nash - Executive Chair Conference Call Participants Roxanne Meyer - MKM Partners Stephanie Wissink - Jefferies Simeon Siegel - BMO Capital Markets Kimberly Greenberger - Morgan Stanley Ike Boruchow - Wells Fargo Lorraine Hutchinson - Bank of America Mark Altschwager - Baird Matthew Boss - JPMorgan Jay Sole - UBS Omar Saad ...