Item 8.01 Other Events

Bath & Body Works, Inc. (the "Company") determined that a number of shares of the Company's common stock offered under the Company's 401(k) Savings and Retirement Plan (the "Plan") were previously inadvertently omitted from inclusion on a registration statement on Form S-8. As a result, on July 29, 2022, the Company commenced a voluntary rescission offer (the "Rescission Offer") to eligible participants in order to remediate the possible registration and prospectus delivery defects. The Rescission Offer is being made with respect to a maximum of 136,380 shares of Company common stock sold pursuant to the Plan from February 10, 2021 to February 10, 2022 (the "Shares"). The Rescission Offer will be funded from the Company's existing cash balance. The Company does not expect that the exercise of any rescission rights will have a material impact on its consolidated results of operations, financial position or cash flows.

The Rescission Offer is described in the corresponding Company prospectus supplement dated July 29, 2022, together with the related prospectus dated March 21, 2022, filed with the Securities and Exchange Commission under Rule 424(b) on July 29, 2022. The securities subject to the Rescission Offer were registered by the Company pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-263720) filed with the Securities and Exchange Commission on March 21, 2022 (the "Registration Statement").

The description of the Rescission Offer in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the prospectus supplement.

A validity opinion with respect to the Shares is being filed with this Current Report on Form 8-K and is incorporated by reference into the Registration Statement. In addition, an acknowledgment of Ernst & Young LLP, the independent registered public accounting firm of the Company, is being filed with this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.

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 report or made by our company or our management involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," "planned," "potential" and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by our company or our management:

• general economic conditions, inflation, consumer confidence, consumer spending


   patterns and market disruptions including pandemics or significant health
   hazards, severe weather conditions, natural disasters, terrorist activities,
   financial crises, political crises or other major events, or the prospect of
   these events;

• the COVID-19 pandemic has had and may continue to have an adverse effect on our

business and results of operations;

• the seasonality of our business;

• the anticipated benefits from the Victoria's Secret & Co. spin-off may not be

realized;

• the spin-off of Victoria's Secret & Co. may not be tax-free for U.S. federal

income tax purposes;

• our dependence on Victoria's Secret & Co. for information technology services;

• difficulties arising from turnover in Company leadership or other key

positions;

• our ability to attract, develop and retain qualified associates and manage

labor-related costs;

• the dependence on store traffic and the availability of suitable store

locations on appropriate terms;

• our continued growth in part through new store openings and existing store

remodels and expansions;

• our ability to successfully operate and expand internationally and related

risks;

• our independent franchise, license and wholesale partners;

• our direct channel business;

• our ability to protect our reputation and our brand image;

• our ability to successfully complete environmental, social and governance

initiatives, and associated costs thereof;

• our ability to attract customers with marketing, advertising and promotional

programs;

• our ability to maintain, enforce and protect our trade names, trademarks and

patents;

• the highly competitive nature of the retail industry and the segments in which

we operate;

• consumer acceptance of our products and our ability to manage the life cycle of

our brand, develop new merchandise and launch new product lines successfully;

• our ability to source, distribute and sell goods and materials on a global

basis, including risks related to:

• political instability, wars and other armed conflicts, environmental hazards or

natural disasters;

• significant health hazards or pandemics, which could result in closed factories

and/or stores, reduced workforces, scarcity of raw materials, and scrutiny or

embargoing of goods produced in impacted areas;

• duties, taxes and other charges;

• legal and regulatory matters;

• volatility in currency exchange rates;

• local business practices and political issues;

• delays or disruptions in shipping and transportation and related pricing

impacts;

• disruption due to labor disputes; and

• changing expectations regarding product safety due to new legislation;

• our geographic concentration of vendor and distribution facilities in central

Ohio;

• our reliance on a limited number of suppliers to support a substantial portion

of our inventory purchasing needs;

• the ability of our vendors to deliver products in a timely manner, meet quality

standards and comply with applicable laws and regulations;

• fluctuations in foreign currency exchange rates;

• fluctuations in product input costs;

• fluctuations in energy costs;

• our ability to adequately protect our assets from loss and theft;

• increases in the costs of mailing, paper, printing or other order fulfillment

logistics;

• claims arising from our self-insurance;

• our and our third-party service providers', including Victoria's Secret & Co.


   during the term of the Transition Services Agreement between us and Victoria's
   Secret & Co., ability to implement and maintain information technology systems
   and to protect associated data;

• our ability to maintain the security of customer, associate, third-party and


   Company information;


 • stock price volatility;

• our ability to pay dividends and make share repurchases under share repurchase

authorizations;

• shareholder activism matters;

• our ability to maintain our credit ratings;

• our ability to service or refinance our debt and maintain compliance with our

restrictive covenants;

• the impact of the transition from London Interbank Offered Rate and our ability

to adequately manage such transition;

• our ability to comply with laws, regulations and technology platform rules or

other obligations related to data privacy and security;

• our ability to comply with regulatory requirements;

• legal and compliance matters; and

• tax, trade and other regulatory matters.

Except as required by law, we do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this report to reflect circumstances existing after the date of this report or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in "Item 1A. Risk Factors" in our 2021 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, and our subsequent filings.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits



  5.1        Opinion of Davis Polk & Wardwell, dated July 29, 2022.
  15.1       Acknowledgement of Ernst & Young LLP, independent registered public
           accounting firm of Bath & Body Works, Inc.
  23.1       Consent of Davis Polk & Wardwell, dated July 29, 2022 (included in
           Exhibit 5.1).
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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