What the changes say
- Added focus on the execution and short-term dilution of the new Consumer First Formula strategic transformation.
What changed since the prior 10-K
New
- NewRisks related to our business
We cannot guarantee the successful implementation of our strategic transformation
The launch of the Consumer First Formula strategic transformation introduces risks regarding execution, short-term earnings dilution, management distraction, and uncertain benefits.
- NewRisks related to our business
organization could strain management systems, internal controls and decision-making speed. Failing to scale our operational infrastructure, governance or technology in line with potential growth could impact execution and financial performance
Rapid global growth and reliance on international franchise partners and wholesalers could strain internal systems, compliance, and brand reputation.
- NewRisks related to our business
We rely on innovation and high-quality products to compete in the market for our products
Failure to continuously innovate, manage quality, and anticipate consumer preferences could lead to lost channel partners and decreased revenue.
- NewRisks related to laws and regulations
jurisdiction to jurisdiction, and it is possible that the laws and regulations will be interpreted and applied in ways that may have a material adverse effect on our results of operations, financial condition and cash flows
Complex and stringent federal, state, and local data privacy and AI regulations increase compliance burdens and enforcement risks.
Dropped
- DroppedRisks related to our business
technology and vendor system failures, deepfakes and other malicious uses of artificial intelligence, disruption of critical services caused by threat actors and similar disruptions
- DroppedRisks related to our business
The spin-off of Victoria’s Secret could result in substantial tax liability to us and our stockholders
- DroppedRisks related to our business
heightened as we execute on the IT Transformation Project, could have a material adverse effect on our results of operations, financial condition and cash flows
Reworded
- 99% rewrittenRisks related to our business
Our results could be impacted by our relationships with our licensees, franchisees, wholesalers and other distribution-related partners, including by such partners taking actions that could harm our business or brand images
Expanded partner risk details to include new third-party distribution channels and multi-market, multi-channel operational complexity.
Was: Our licensees, franchisees, wholesalers and other distribution-related partners could take actions that could harm our business or brand images
- 58% rewrittenRisks related to our business
Our direct channel business includes risks that could have a material adverse effect on our results
Added risks regarding alternative distribution channels competing with the direct channel and managing unauthorized distributions.
- 39% rewrittenRisks related to our business
We self-insure certain risks and may be impacted by unfavorable claims experience
Added specific mention of recent increases in healthcare, medical costs, and broader loss cost trends in self-insured claims.
- 32% rewrittenRisks related to our business
Our ability, or perceived inability, to complete sustainability, community impact and human capital initiatives may have a material adverse effect on our reputation
Rebranded 'ESG' initiatives and function to 'sustainability' with a focus on 'culture and belonging' instead of diversity.
Was: Our ability, or perceived inability, to complete environmental, social and governance (“ESG”) initiatives may have a material adverse effect on our reputation
- 29% rewrittenRisks related to our business
Our ability to manage the life cycles of our brand and to remain current with trends and launch our strategic transformation successfully could impact the image and relevance of our brand
Updated brand growth drivers from adjacent categories to the Consumer First Formula focusing on hero categories like body care and home fragrance.
Was: Our ability to manage the life cycles of our brand and to remain current with trends and launch and expand new product lines successfully could impact the image and relevance of our brand
- 28% rewrittenRisks related to laws and regulations
Privacy laws and regulations range from the “sectoral” variety (i.e., laws that govern specific practices, services or technologies) to omnibus laws (i.e., laws that comprehensively seek to govern all aspects of data processing practices). As an omnichannel retailer, we are subject to both
Clarified sectoral privacy laws and added explicit cross-references for North American regulatory frameworks.
Was: These laws and regulations range from the “sectoral” variety (i.e., laws that govern specific practices, services or technologies) to omnibus laws (i.e., laws that comprehensively seek to govern all aspects of data processing practices). As an omnichannel retailer, we are subject to both
- 21% rewrittenRisks related to our business
Our ability to protect our reputation could have a material adverse effect on our brand image
Added celebrity endorsements, product diversion, counterfeit products, and intellectual property enforcement to brand reputation risks.
All 38 risk factors
Headings as the filing states them, in filing order.
Risks related to our business
- 01Our net sales, results of operations and cash flows are sensitive to, have been affected by and may in the future be further impacted by, general economic conditions, inflation, tariffs, consumer confidence, consumer spending patterns, significant health hazards or pandemics, severe weather or other market disruptions
- 02Our net sales, operating income, cash and inventory levels fluctuate on a seasonal basis
- 03We cannot guarantee the successful implementation of our strategic transformationNew
- 04We may be impacted by our ability to attract, develop and retain qualified associates and manage labor-related costs
- 05Turnover in Company leadership or other key positions, and our ability to attract and retain new talent, may have an adverse impact on Company performance
- 06Our net sales depend on a volume of traffic to our stores and the availability of suitable lease space
- 07Our continued growth and success depend in part on new store openings and existing store remodels and expansions
- 08Our international operations and our plans for international expansion include risks that could impact our results and reputation
- 09Our results could be impacted by our relationships with our licensees, franchisees, wholesalers and other distribution-related partners, including by such partners taking actions that could harm our business or brand images99% rewritten
- 10organization could strain management systems, internal controls and decision-making speed. Failing to scale our operational infrastructure, governance or technology in line with potential growth could impact execution and financial performanceNew
- 11Our direct channel business includes risks that could have a material adverse effect on our results58% rewritten
- 12Our ability to protect our reputation could have a material adverse effect on our brand image21% rewritten
- 13If our marketing, advertising, promotional programs or loyalty program are unsuccessful, or if our competitors are more effective with their programs than we are, our results of operations, financial condition and cash flows may be adversely affected
- 14Our ability to adequately maintain, enforce and protect our trade names, trademarks and patents could have an impact on our brand image and ability to penetrate new markets
- 15Our ability to compete favorably in our highly competitive segments of the consumer goods and retail industry could impact our results of operations, financial condition and cash flows
- 16Our ability to manage the life cycles of our brand and to remain current with trends and launch our strategic transformation successfully could impact the image and relevance of our brand29% rewritten
- 17We rely on innovation and high-quality products to compete in the market for our productsNew
- 18We may be impacted by the ability to adequately source, distribute and sell merchandise and other materials on a global basis
- 19Our ability, or perceived inability, to complete sustainability, community impact and human capital initiatives may have a material adverse effect on our reputation32% rewritten
- 20We rely on a number of manufacturing and distribution facilities located in the same vicinity, making our business susceptible to local and regional disruptions or adverse conditions
- 21A change in the relationship with our key vendors could have a material effect on our business
- 22We may be impacted by our vendors’ ability to manufacture and deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations
- 23Fluctuations in foreign currency exchange rates could impact our results of operations, financial condition and cash flows
- 24Our results may be affected by fluctuations in product input costs
- 25Our results may be affected by fluctuations in energy costs
- 26Our results may be impacted by our ability to adequately protect our assets from loss and theft
- 27We self-insure certain risks and may be impacted by unfavorable claims experience39% rewritten
- 28Any significant compromise or breach of our data security, including the security of customer, associate, third-party or Company information, could have a material adverse effect on our reputation, results of operations, financial condition and cash flows
Risks related to our common stock
- 29Our stock price may be volatile
- 30If we are unable to pay quarterly dividends or repurchase our shares at intended levels, our reputation and stock price may be impacted
- 31Shareholder activism could cause us to incur significant expense, impact the execution of our business strategy and have an adverse effect on our business
Risks related to our indebtedness
- 32Our ability to maintain our credit ratings could affect our ability to access capital and could increase our interest expense
- 33We may be unable to service or refinance our debt or maintain compliance with restrictive covenants in our debt instruments, including our asset-backed revolving credit facility
Risks related to laws and regulations
- 34jurisdiction to jurisdiction, and it is possible that the laws and regulations will be interpreted and applied in ways that may have a material adverse effect on our results of operations, financial condition and cash flowsNew
- 35Privacy laws and regulations range from the “sectoral” variety (i.e., laws that govern specific practices, services or technologies) to omnibus laws (i.e., laws that comprehensively seek to govern all aspects of data processing practices). As an omnichannel retailer, we are subject to both28% rewritten
- 36We may be impacted by our ability to comply with legal and regulatory requirements
- 37We may be adversely impacted by certain compliance or legal matters
- 38We may be impacted by changes in taxation, trade and other regulatory requirements
Other Bath & Body Works 10-Ks
- FY2025 10-K risk factors37 risks
This is Bath & Body Works' initial risk disclosure, highlighting heavy reliance on seasonal holiday sales and central Ohio manufacturing.
Filed Mar 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.