Bath & Body Works : 2022 Proxy Statement and 2021 Annual Report

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS AND 2021 ANNUAL REPORT

In 2021, Bath & Body Works made incredible progress across the company to build on our already strong foundation, ensuring our brand and business remain healthy and relevant well into the future. In the past year, we successfully completed the spin-off of Victoria's Secret and the launch of Bath & Body Works as a standalone public company, which has positioned us for sustainable, long-term success.

In addition, the company has continued to prosper despite the ongoing challenges of COVID-19 and its impacts on our industry, delivering robust results each quarter, with full-year 2021 revenues of $7.9 billion, representing a 22% year-over-year increase. We ended the year with nearly $2 billion in cash and a debt leverage ratio of 2.3, in line with our mid-2s target. In 2021, we repurchased nearly $2 billion of our stock, and we continued our commitment to return value to shareholders in February 2022 with the Board authorizing an additional $1.5 billion share repurchase program and increasing our annual dividend by 33% to $0.80 per share.

Our strong balance sheet and cash flow generation will enable us to continue to invest in the business to generate growth … through compelling product development, new off-mall stores, enhanced capabilities to support growth in our direct channel, growth outside of North America through our international franchised stores and potential acquisition opportunities.

I am so proud of the collective efforts of the Bath & Body Works team, without which the separation and our continued success could not have been possible. The Bath & Body Works purpose goes beyond selling product, and our team has executed by focusing on our core values of starting with the customer, embracing diversity, working with passion and holding ourselves to the highest standards. These will continue to be our guide as the company serves our customers and supports our communities.

We have substantially refreshed our Board of Directors in the last two years with the addition of Francis Hondal, Danielle Lee and J.K. Symancyk in 2021, and Alessandro Bogliolo and Juan Rajlin this year. Strong governance and leadership are critical to the long-term success of any company, and they each bring a wealth of expertise to Bath & Body Works, ensuring we have a diverse and qualified board with the skillsets and backgrounds to drive long-term value for shareholders. We are proud of the diversity represented by the director nominees for our 2022 Annual Meeting - out of our nine director nominees, four are women, two are African American, two are Hispanic and two are International.

As we announced in February, Andrew Meslow, our CEO, has made the decision to step down from his role at Bath & Body Works to focus on his health, effective May 12, 2022. In the time that I have known Andrew, I have been impressed by his drive for continuous improvement, his commitment to delivering excellence for our customers and his compassion for his colleagues. His vision, guidance and commitment to building a strong culture have positioned Bath & Body Works as an industry leader. On a personal level, I am grateful for the incredible partnership he and I have shared over the last two years and would like to thank him for his nearly two decades of service to Bath & Body Works.

Upon Andrew's departure in May, I will assume the role of Interim CEO and, alongside the Board, will lead the search for Bath & Body Works' next leader. Since we announced this news in February, the Board has retained a national search firm to help identify Andrew's successor. In addition to the executive search, the Board will continue to prioritize the business's strategic growth and disciplined capital allocation strategy, as well as our ESG goals and initiatives, including our positive momentum related to diversity, equity and inclusion.

As we look to the year ahead, the Board and management team remain confident in our collective ability to continue leveraging our strong brand positioning, executing with excellence and delivering sustainable growth and shareholder value creation.

Thank you for your continued support.

Sincerely,

Sarah E. Nash

Executive Chair and Incoming Interim CEO

Bath & Body Works

It was a momentous year for Bath & Body Works as we became a standalone public company. We delivered record financial results, with net sales increasing 22% to nearly $7.9 billion and adjusted earnings per share increasing 45% to $4.51.

Throughout the year, our teams focused on continuing to serve our customers, despite the impact of the

COVID-19 pandemic on our industry and global supply chains. In 2021, we delivered significant and balanced two-year growth across all of our major product categories and channels and grew our active customer file to a record 60 million customers, an increase of 13% compared to pre-pandemic levels. Through it all, we demonstrated agility to read, react and re-plan the business in response to significant customer demand, coupled with broader inflationary pressures and production constraints. Despite global supply chain pressures, we presented full merchandise assortments to our customers as our vertically integrated, primarily North American supply chain provided a competitive advantage.

Importantly, we are continuing to meet our customers how, when and where they want. Across the business, we've focused on an omni-channel mindset and enhanced our capabilities to engage our customers whether online through an upgraded order management system, via expanded buy-online-pick-up-in-store (BOPIS) capabilities, through our Canada e-commerce site or in our stores, where about 60% of our stores have been remodeled or newly opened in the past seven years. We also started planning and constructing a new company-run fulfillment center to support the future growth of our online business.

We continued to invest in our team, without whom none - absolutely none - of these accomplishments would have been possible. I'd like to thank them for their hard work and dedication to our business. In 2021, we increased wages in our stores and distribution centers and made key hires needed to support our standalone business and help lead critical areas, such as sustainability, social responsibility and corporate governance. In addition, we established a new separate and dedicated team to innovate into new categories and businesses. Throughout the year, our associates have maintained an energy and can-do attitude that is extraordinary, and I am grateful to have worked alongside them to help lead the business to reach new heights in 2021.

Given I'm stepping down this May, I wanted to reiterate my gratitude for Bath & Body Works and all of our stakeholders. It's been such an honor and a privilege to lead this great company as CEO and be a part of an extraordinary team for nearly two decades. I'd like to thank Sarah Nash for stepping in at this important moment in our company's history as Interim CEO. I have full confidence in her and the rest of our management team's ability to continue building on our strong momentum through 2022 and beyond.

Looking ahead, Bath & Body Works is well-positioned to grow and thrive as a leading global brand. Our enduring success lies in staying close to customers and continuing to deliver a high level of service and compelling merchandise that our customers have come to expect.

Sincerely,

Andrew Meslow

Chief Executive Officer Bath & Body Works