Bath & Body Works, Inc.: Form 10-Q for the period ended Aug 1, 2026

The following discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as codified in the Accounting Standards Codification. The following information should be read in conjunction with our financial statements and the related notes included in Part I, Item 1. Financial Statements in this Quarterly Report on Form 10-Q.

Executive Overview

In the second quarter of 2026, total Net Sales were $1,514 million, which decreased $35 million, or 2.3%, compared to the second quarter of 2025. Total North American Net Sales decreased $57 million, primarily due to decrease in transactions and average dollar sales, while International and Other Net Sales increased $22 million. Our second quarter Operating Income was $216 million, which increased $59 million, or 37.0%, compared to the second quarter of 2025, and our Operating Income rate (expressed as a percentage of Net Sales) increased to 14.2% from 10.2%. The Operating Income results were primarily due to the increase in the merchandise margin rate, as a result of approximately $80 million of International Emergency Economic Powers Act (“IEEPA”) tariff refunds, partially offset by the decline in Net Sales.

For additional information related to our second quarter 2026 financial performance, see “Results of Operations.”

Consumer First Formula

In 2025, we launched the Consumer First Formula, our multi-year, comprehensive transformation plan to revitalize Bath & Body Works across brand, product and marketplace. The Consumer First Formula invests behind our largest revenue driving opportunities to try to attract new, younger consumers to the brand, which we expect will help us unlock our next era of sustainable growth. During the second quarter of 2026, we delivered progress across innovation, brand building, digital and expanded distribution including sequential improvement in Body Care, a return to growth in Direct and continued momentum across our marketplace partnerships. While we are still in the early stages of our transformation, these proof points indicate that the Consumer First Formula is gaining traction. We remain focused on disciplined execution and investing in the capabilities necessary to support sustainable, durable growth over the long term.

Outlook

Macroeconomic Factors

The conflict between the U.S. and Iran continues to impact much of the Middle East region, including transportation restrictions, which has resulted in volatility in global energy markets, commodities pricing, transportation costs and foreign currency exchange rates. These recent events have increased global economic uncertainty and may affect consumer demand in certain markets and contribute to higher global inflation and input costs.

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 present Operating Income, Net Income and Net Income per Diluted Share for the second quarters of and year-to-date 2026 and 2025 on an adjusted basis, which removes 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)

(a) In the first quarter of 2026, we recognized an $88 million pre-tax gain ($66 million after tax) as a reduction to General, Administrative and Store Operating Expenses, related to cash proceeds received, net of legal fees, for favorable settlements of payment card interchange fee litigation.

(b) In the second quarter of 2026, we recognized aggregate pre-tax costs of $9 million ($7 million after tax) and during year-to-date 2026, we recognized aggregate pre-tax costs of $17 million ($13 million after tax), primarily included in General, Administrative and Store Operating Expenses, resulting from business transformation activities in connection with the Consumer First Formula.

(c) In the second quarter of 2025, we recognized pre-tax costs of $15 million ($14 million after tax) due to the transition of certain members of the leadership team, primarily related to severance benefits.

(d) In the first quarter of 2026, we recognized an $8 million pre-tax loss ($6 million after tax) in Other Income, Net, related to the repurchase and early extinguishment of outstanding debt. For additional information, see Note 7, “Long-term Debt and Borrowing Facility” included in Part 1, Item 1. Financial Statements.

(e) In the first quarter of 2026, we recognized a $3 million pre-tax gain ($3 million after tax) in Other Income, Net, related to the sale of a non-core asset.

(f) In the first quarter of 2026, we recognized a $62 million tax benefit associated with the resolution of certain tax matters. For additional information, see Note 6, “Income Taxes” included in Part 1, Item 1. Financial Statements.

Company-operated Stores

The following table compares Company-operated store data for the second quarters of and year-to-date 2026 and 2025:

(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 2026:

Partner-operated Stores

The following table represents Partner-operated store activity for year-to-date 2026:

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

Results of Operations

Second Quarter of 2026 Compared to the Second Quarter of 2025

Net Sales

The following table provides Net Sales for the second quarter of 2026 in comparison to the second quarter of 2025:

(in millions)

(a) Results include fulfilled buy online pick up in store (“BOPIS”) orders.

(b) Results include royalties associated with franchised stores, as well as international and domestic wholesale sales.

For the second quarter of 2026, total Net Sales were $1,514 million and decreased $35 million, or 2.3%, compared to the second quarter of 2025. Stores Net Sales decreased $65 million, or 5.4%, driven by a decrease in transactions and average dollar sales. Direct Net Sales increased $8 million, or 3.0%, primarily driven by an increase in fulfilled orders, partially offset by average order size and lower shipping and handling revenue. International and Other Net Sales increased $22 million, or 24.9%, compared to the second quarter of 2025 driven by expanded distribution of domestic wholesale, which includes Ulta and Amazon, and increased international product sales.

Gross Profit

For the second quarter of 2026, our Gross Profit was $692 million, which increased $52 million compared to the second quarter of 2025, and our Gross Profit rate (expressed as a percentage of Net Sales) was 45.7%, which increased from 41.3% in the second quarter of 2025. Gross Profit dollars increased due to an increase in the merchandise margin rate, partially offset by the decline in Net Sales. The merchandise margin rate increase was driven by approximately $80 million of IEEPA tariff refunds, partially offset by the deleverage on lower Net Sales.

The Gross Profit rate increased primarily due to the increase in the merchandise margin rate, partially offset by Buying and Occupancy Expenses deleverage on lower Net Sales.

General, Administrative and Store Operating Expenses

The following table provides detail for our General, Administrative and Store Operating Expenses for the second quarter of 2026 compared to the second quarter of 2025:

(in millions)

(in millions)

(in millions)

For the second quarter of 2026, our total General, Administrative and Store Operating Expenses were $476 million, which decreased $7 million compared to the second quarter of 2025, and the rate (expressed as a percentage of Net Sales) was 31.5%, which increased from 31.1% in the second quarter of 2025. General and Administrative Expenses decreased primarily driven by $15 million of costs related to the transition of certain members of the leadership team in the second quarter of 2025 and lower share-based compensation expense in the second quarter of 2026, partially offset by business transformation activities and other discrete items in the second quarter of 2026. Selling Expenses decreased primarily driven by lower store sales, partially offset by investments in associate wages. The increase in Marketing Expenses was driven by incremental spend and strategic investments to support the Consumer First Formula in 2026.

The General, Administrative and Store Operating Expense rate increased primarily due to incremental investments in marketing, business transformation activities and other discrete items in the second quarter of 2026, partially offset by leadership transition costs incurred in the second quarter of 2025. The second quarter of 2026 rate also reflects deleverage due to the Net Sales decline.

Other Income and Expenses

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for the second quarters of 2026 and 2025:

For the second quarter of 2026, our Interest Expense was $63 million, compared to $68 million in the second quarter of 2025. The decrease was primarily due to lower average daily borrowings driven by the early extinguishment of the outstanding 2027 Notes in the first quarter of fiscal year 2026.

Other Income, Net

For the second quarter of 2026, our Other Income, Net was $11 million, compared to $6 million in the second quarter of 2025. The increase was primarily due to interest received in connection with IEEPA tariff refunds.

Provision for Income Taxes

For the second quarter of 2026, our effective tax rate was 28.0% compared to 32.3% in the second quarter of 2025. The 2026 second quarter rate was higher than our combined estimated federal and state statutory rates primarily due to the impact of non-U.S. operations. The 2025 second quarter rate was higher than our combined estimated federal and state statutory rates largely due to the transition of certain members of the leadership team, primarily related to severance benefits.

Results of Operations

Year-to-Date 2026 Compared to Year-to-Date 2025

For year-to-date 2026, Operating Income was $447 million, which increased $80 million compared to year-to-date 2025, and the Operating Income rate (expressed as a percentage of Net Sales) was 15.4%, which increased from 12.3% year-to-date 2025. 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 2026 in comparison to year-to-date 2025:

(in millions)

(a) Results include fulfilled BOPIS orders.

(b) Results include royalties associated with franchised stores, as well as international and domestic wholesale sales.

For year-to-date 2026, total Net Sales were $2,892 million and decreased $82 million, or 2.7%, compared to year-to-date 2025. Stores Net Sales decreased $113 million, or 4.9%, primarily driven by a decrease in transactions. Direct Net Sales increased $4 million, or 0.8%, driven by an increase in fulfilled orders, partially offset by lower shipping and handling revenue and average order size. International and Other Net Sales increased $27 million, or 18.1%, driven by increased international product sales and expanded distribution of domestic wholesale, which includes Ulta and Amazon.

Gross Profit

For year-to-date 2026, our Gross Profit was $1,279 million, which decreased $8 million compared to year-to-date 2025, and our Gross Profit rate (expressed as a percentage of Net Sales) was 44.2%, which increased from 43.3% year-to-date 2025. Gross Profit dollars decreased due to the decline in Net Sales partially offset by an increase in the merchandise margin rate. The merchandise margin rate increase was driven by approximately $80 million of IEEPA tariff refunds, partially offset by the deleverage on lower Net Sales.

The Gross Profit rate increased primarily due to the increase in the merchandise margin rate, partially offset by Buying and Occupancy Expenses deleverage on lower Net Sales.

General, Administrative and Store Operating Expenses

The following table provides detail for our General, Administrative and Store Operating Expenses for year-to-date 2026 compared to year-to-date 2025:

(in millions)

(in millions)

(in millions)

19

For year-to-date 2026, our total General, Administrative and Store Operating Expenses were $832 million, which decreased $88 million compared to year-to-date 2025, and the rate (expressed as a percentage of Net Sales) was 28.8%, which decreased from 30.9% year-to-date 2025. Selling Expenses decreased primarily driven by an $88 million pre-tax gain related to cash proceeds received, net of legal fees, for favorable settlements of payment card interchange fee litigation, as well as lower store sales. General and Administrative Expenses decreased primarily driven by $15 million of costs related to the transition of certain members of the leadership team in 2025 and lower share-based compensation expense in 2026, partially offset by business transformation activities and other discrete items in 2026. The increase in Marketing Expenses was driven by incremental spend and strategic investments to support the Consumer First Formula in 2026.

The General, Administrative and Store Operating Expense rate decreased primarily due to favorable settlements of payment card interchange fee litigation in 2026 and leadership transition costs incurred in 2025, partially offset by incremental investments in marketing, business transformation activities, and other discrete items in 2026, as well as deleverage due to the Net Sales decline.

Other Income and Expenses

Interest Expense

The following table provides the average daily borrowings and average borrowing rates for year-to-date 2026 and 2025:

For year-to-date 2026, our Interest Expense was $132 million, compared to $139 million for year-to-date 2025. The decrease was primarily due to lower average daily borrowings driven by the early extinguishment of outstanding notes in the first quarter of 2026.

Other Income, Net

For year-to-date 2026, our Other Income, Net was $15 million, compared to $13 million for year-to-date 2025. The increase was due to higher interest income on invested cash and IEEPA tariff refunds in year-to-date 2026 and a $3 million pre-tax gain related to the sale of a non-core asset recognized in the first quarter of 2026, partially offset by an $8 million pre-tax loss related to the early extinguishment of the outstanding notes in the first quarter of 2026.

Provision for Income Taxes

For year-to-date 2026, our effective tax rate was 8.8% compared to 29.9% for year-to-date 2025. The 2026 year-to-date rate was lower than our combined estimated federal and state statutory rates largely due to the resolution of certain tax matters. The 2025 year-to-date rate was higher than our combined estimated federal and state statutory rates largely due to accrued interest expense related to unrecognized tax benefits and the transition of certain members of the leadership team, primarily related to severance benefits.

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 $238 million as of August 1, 2026.

We did not repurchase any shares of our common stock during year-to-date 2026. During the first quarter of 2026, we completed a make-whole call to repurchase the remaining $284 million principal amount of our outstanding 2027 Notes for a repurchase price of $289 million. In addition, subsequent to August 1, 2026, we completed a partial redemption for $250 million aggregate principal amount of our outstanding 2029 Notes for a repurchase price of $253 million. We may, from time to time, repurchase, or otherwise retire, additional debt or shares of our common stock, 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 of 2026 and 2025:

(in millions)

Operating Activities

Net cash provided by operating activities for year-to-date 2026 was $316 million, including net income of $301 million. Net income included depreciation expense of $120 million, $88 million received related to settlements of payment card interchange fee litigation, $85 million of IEEPA tariff refunds and related interest, a $62 million tax benefit related to the resolution of certain tax matters, share-based compensation expense of $10 million and loss on extinguishment of debt of $8 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 Accounts Payable.

Net cash provided by operating activities for year-to-date 2025 was $145 million, including net income of $169 million. Net income included depreciation expense of $128 million and share-based compensation expense of $18 million. Other changes in assets and liabilities represent items that had a current period cash flow impact, such as changes in working capital. The most significant items in working capital were the seasonal changes in Inventories, Income Taxes Payable and Accounts Receivable, with Inventories also impacted by the higher tariff levels during the year. Accounts Payable, Accrued Expenses and Other provided a cash flow benefit primarily due to our efforts to improve working capital.

Investing Activities

Net cash used for investing activities for year-to-date 2026 was $89 million, primarily related to capital expenditures of $98 million partially offset by cash proceeds of $8 million related to the sale of a non-core asset. The capital expenditures included approximately $70 million related to new off-mall stores and remodels of existing stores, approximately $10 million related to supply chain and logistics capabilities and approximately $10 million for product assortment related to business transformation activities.

Net cash used for investing activities for year-to-date 2025 was $95 million, primarily related to capital expenditures. The capital expenditures included approximately $60 million related to new off-mall stores and remodels of existing stores and approximately $20 million for various technology projects primarily to support the growth and profitability of our business.

In 2026, we now expect to invest approximately $240 million in capital expenditures, focused on high return real estate and Consumer First Formula investments, largely related to product assortment, logistics and fulfillment upgrades.

Financing Activities

Net cash used for financing activities for year-to-date 2026 was $384 million, primarily consisting of $289 million for the early extinguishment of the outstanding 2027 Notes and dividend payments of $0.40 per share, or $80 million.

Net cash used for financing activities for year-to-date 2025 was $362 million, primarily consisting of $254 million for share repurchases and dividend payments of $0.40 per share, or $85 million.

Subsequent to August 1, 2026, we completed a partial redemption for $250 million aggregate principal amount of our outstanding 2029 Notes for a repurchase price of $253 million.

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

We did not repurchase any shares of our common stock during year-to-date 2026.

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:

(in millions)

(in thousands)

(in millions)

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. The January 2025 Program had $117 million of remaining authority as of August 1, 2026.

Dividend Policy and Procedures

Our Board will determine future dividends after giving consideration to our levels of profit and cash flow, capital requirements, current and forecasted liquidity, the restrictions placed upon us by our borrowing arrangements as well as financial and other conditions existing at the time. We use cash flow generated from operating and financing activities to fund our dividends.

We paid the following dividends during the first and second quarters of 2026 and 2025:

(in millions)

In August 2026, we declared our third quarter 2026 ordinary dividend of $0.20 per share payable on September 4, 2026 to shareholders of record at the close of business on August 21, 2026.

Long-term Debt and Borrowing Facility

The following table provides our outstanding debt balances, net of unamortized debt issuance costs and discounts, as of August 1, 2026, January 31, 2026 and August 2, 2025:

(in millions)

Cash paid for interest was $127 million and $143 million for year-to-date 2026 and 2025, respectively.

Repurchases of Notes

During the first quarter of 2026, we completed a make-whole call to repurchase the remaining $284 million principal amount of our outstanding 2027 Notes. The repurchase price for these notes was $289 million, resulting in a pre-tax loss of $8 million, net of the write-off of unamortized discounts and issuance costs. This loss is included in Other Income, Net in the year-to-date 2026 Consolidated Statement of Income.

On July 20, 2026, we issued a notice of partial redemption for $250 million aggregate principal amount of our 7.500% Senior Notes due June 2029. Subsequent to August 1, 2026, we completed the partial redemption for an aggregate repurchase price of $253 million and recognized a pre-tax loss of $5 million.

We did not repurchase any outstanding senior notes during year-to-date 2025.

Asset-backed Revolving Credit Facility

We and certain of our 100% owned subsidiaries guarantee and pledge collateral to secure the ABL Facility. The ABL Facility, which allows borrowings and letters of credit in U.S. and Canadian dollars, has aggregate commitments of $750 million and an expiration date in May 2030.

Availability under the ABL Facility is the lesser of (i) the borrowing base, determined primarily based on our eligible U.S. and Canadian credit card receivables, accounts receivable, inventory and eligible real property, or (ii) the aggregate commitment. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitment, we are required to repay the outstanding amounts under the ABL Facility to the extent of such excess. As of August 1, 2026, our borrowing base was $632 million, and we had no borrowings outstanding under the ABL Facility.

The ABL Facility supports our letter of credit program. We had $9 million of outstanding letters of credit as of August 1, 2026 that reduced our availability under the ABL Facility. As of August 1, 2026, our availability under the ABL Facility was $623 million.

As of August 1, 2026, the ABL Facility fees related to committed and unutilized amounts were 0.30% per annum, and the fees related to outstanding letters of credit were 1.25% per annum. In addition, the interest rate on outstanding U.S. dollar borrowings was the Term Secured Overnight Financing Rate plus 1.25% per annum. The interest rate on outstanding Canadian dollar-denominated borrowings was the Canadian Overnight Repo Rate Average plus 1.25% per annum.

The ABL Facility requires us to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00 during an event of default or any period commencing on any day when specified excess availability is less than the greater of (i) $70 million or (ii) 10% of the maximum borrowing amount. As of August 1, 2026, we were not required to maintain this ratio.

Credit Ratings

The following table provides our credit ratings as of August 1, 2026:

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 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.

(in millions)

(a) Includes amounts due from non-Guarantor subsidiaries of $711 million and $596 million as of August 1, 2026 and January 31, 2026, respectively.

(b) Includes amounts due to non-Guarantor subsidiaries of $1,469 million and $1,501 million as of August 1, 2026 and January 31, 2026, respectively.

(in millions)

(a) Includes Net Sales of $73 million to non-Guarantor subsidiaries.

(b) Includes Net Gain of $9 million related to transactions with 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 $205 million as of August 1, 2026 related to lease payments under the current terms of noncancelable leases, primarily related to office space, expiring at various dates through 2037. These obligations include minimum rent and additional payments covering taxes, common area costs and certain other expenses and relate to leases that commenced prior to the spin-off. Our reserves related to these obligations were not significant for any period presented.

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. As of August 1, 2026, there have been no material changes in our contractual obligations as discussed in “Contingent Liabilities and Contractual Obligations” in our 2025 Annual Report on Form 10-K, other than our repayment and extinguishment of our 2027 Notes in the first quarter of 2026. 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 November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures of disaggregated information about certain prescribed expense categories within relevant income statement expense captions. This standard is effective for annual reporting of fiscal years beginning after December 15, 2026, and for interim periods in the following year, with early adoption permitted. This standard should be applied prospectively, with retrospective application permitted. We are currently evaluating the impact of adopting this standard on our disclosures.

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 2025 Annual Report on Form 10-K.

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 debt as of August 1, 2026 has fixed interest rates. We will from time to time adjust our exposure to interest rate risk by entering into interest rate swap arrangements. Our exposure to interest rate changes is limited to the fair value of the debt issued, which would not have a material impact on our earnings or cash flows.

Concentration of Credit Risk

We maintain cash and cash equivalents and derivative contracts with various major financial institutions. We monitor the relative credit standing of financial institutions with whom we transact and limit the amount of credit exposure with any one entity. Our investment portfolio is primarily composed of U.S. government obligations, U.S. Treasury and AAA-rated money market funds, commercial paper and bank deposits. We also periodically review the relative credit standing of franchise, license and wholesale partners and other entities to which we grant credit terms in the normal course of business.

Fair Value Measurements

The following table provides a summary of the principal value and estimated fair value of our outstanding debt as of August 1, 2026, January 31, 2026 and August 2, 2025:

(in millions)

(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 August 1, 2026 because of their short maturities.

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 Interim 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 Interim 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 Interim Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred in the second quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The risk factors that affect our business and financial results are discussed in Item 1A. Risk Factors in our 2025 Annual Report on Form 10-K. We wish to caution the reader that the risk factors discussed in Item 1A. Risk Factors in our 2025 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.