What changed in this filing

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Item 1. Business

2021-03-29 compared with 2020-03-31 · 213 added, 126 removed, 140 unchanged (71% of the section changed)

Abercrombie & Fitch Co.

(“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as the “Company” and “we”), is a global multi-brand omnichannel specialty retailer, whose products are sold primarily through its Company-owned store and digital channels, as well as through various third-party wholesale, franchise and licensing arrangements.

The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids under the Hollister, Abercrombie & Fitch and abercrombie kids brands .

(“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as the “Company” and “we”), is a global multi-brand omnichannel specialty retailer, whose products are sold primarily through its digital channels and Company-owned stores, as well as through various third-party arrangements.

The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids under the Company’s two brand-based operating segments:

Hollister, which includes the Company’s Hollister and Gilly Hicks brands, and Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands.

The brands share a commitment to offering unique products of enduring quality and exceptional comfort that allow customers around the world to express their own individuality and style.

The Company primarily has operations in North America, Europe and Asia, among other regions.

The Company operates primarily in North America, Europe and Asia.

The Company’s fiscal year ends on the Saturday closest to January 31.

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All references herein to the Company’s fiscal years are as follows:

Number of weeks

January 30, 2016

January 28, 2017

February 3, 2018

February 2, 2019

February 1, 2020

January 30, 2021

Fiscal year Year ended/ ending Number of weeks

Fiscal 2018 February 2, 2019 52

Fiscal 2019 February 1, 2020 52

Fiscal 2020 January 30, 2021 52

Fiscal 2021 January 29, 2022 52

For additional information about the Company’s business, see “ ITEM 7.

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ,” of this Annual Report on Form 10-K.

Additionally, a five-year summary of certain financial and operating information can be found in “ ITEM 6.

SELECTED FINANCIAL DATA ” of this Annual Report on Form 10-K.

Recent developments - COVID-19

As a result of the current outbreak of coronavirus disease (“COVID 19”), in January 2020, the Company began to experience business disruptions in the Asia-Pacific region, including the temporary closure of stores in China and the surrounding area, modified operating hours in certain stores that remained open, and a decline in traffic.

In late February 2020, the situation escalated as the scope of COVID-19 worsened beyond the Asia-Pacific region, with Europe and the United States experiencing significant outbreaks.

Impact of COVID-19

In January 2020, the Company began to experience business disruptions in the Asia-Pacific (“APAC”) region as a result of COVID-19.

In February 2020, the situation escalated as the scope of COVID-19 worsened beyond the APAC region, with the United States (the “U.S.”) and Europe, Middle East and Africa (“EMEA”) experiencing significant outbreaks.

In March 2020, the COVID-19 outbreak was declared to be a global pandemic by the World Health Organization.

In response to COVID-19, certain governments have imposed travel restrictions and local statutory quarantines.

The Company is monitoring and reacting to the COVID-19 situation on a daily basis, including by conforming to local government and global health organizations’ guidance;

implementing global travel restrictions;

and recommending associates who are able to perform their role remotely to do so.

With the wellbeing of the Company’s customers, associates and business partners in mind, the Company temporarily closed its Company-operated stores across brands in North America and Europe, effective March 15, 2020 and March 16, 2020, respectively, and expects these stores to remain closed until further notice.

The majority of the Company’s stores in the Asia-Pacific region have reopened, although many with temporarily reduced operating hours.

The Company plans to follow the guidance of local governments and health organizations to determine when it can reopen these stores and to evaluate whether further store closures in the Asia-Pacific region will be necessary.

As the situation continues to evolve rapidly, the Company is not currently able to predict the timing of store reopenings, which may occur on a location-by-location basis.

The Company’s robust digital operations across brands remain open to serve the Company’s customers during this unprecedented period of temporary store closures.

The Company is monitoring the impacts COVID-19 has had, and continues to have, on its global supply chain, including potential disruptions of product deliveries.

In response to COVID-19, certain governments have imposed travel restrictions and local statutory quarantines and the Company has recommended associates who are able to perform their role remotely continue to do so.

The Company is reacting to COVID-19 on a daily basis, including by conforming to local government guidance and monitoring developments in government legislation or other government actions in response to COVID-19.

The extent of future impacts of COVID-19 on the Company’s business, including the duration and impact on overall customer demand, are uncertain as current circumstances are dynamic and depend on future developments, including, but not limited to, the duration and spread of COVID-19, the emergence of new variants of the coronavirus and the availability and acceptance of effective vaccines or medical treatments.

As a result of COVID-19, in January 2020, the Company temporarily closed the majority of its stores in the APAC region and in March 2020, the Company temporarily closed its stores across brands in North America and the EMEA region.

The majority of APAC stores were reopened during March 2020, and the Company began to reopen stores in North America and the EMEA region on a rolling basis in late April 2020.

As of January 30, 2021 and March 24, 2021, approximately 88% and 91% of Company-operated stores were open for in-store service, respectively, with temporary store closures primarily in the EMEA region.

The Company plans to follow the guidance of local governments to determine when it can reopen closed stores and to evaluate whether further store closures will be necessary.

The Company has also implemented a range of precautionary health and safety measures with the well-being of the Company’s customers, associates and business partners in mind, including:

• Requiring associates to use face coverings, depending on geographic region;

• Encouraging or requiring customers to use face coverings, depending on geographic region;

• Conducting associate wellness checks in accordance with local government direction;

• Enhancing cleaning routines and installing plexiglass barriers in the majority of store locations;

• Implementing various measures to encourage social distancing, including managing occupancy limits;

• Encouraging contactless payment options, where available;

• Opening fitting rooms where permissible, with additional cleaning procedures for clothing that has been tried on;

• Removing returned merchandise from the sales floor for a period of time where mandated by local government;

• Reducing store hours in select locations;

• Continuing to offer purchase-online-pickup-in-store;

• Increasing its omnichannel capabilities by introducing curbside pickup at a majority of U.S.

• Following recommended cleaning and distancing measures in the Company's distribution centers;

• Maximizing work-from-home and digital collaboration alternatives to minimize in-person meetings whenever possible.

The Company has seen, and may continue to see, material reductions in sales across brands and regions as a result of COVID-19.

Total net sales decreased approximately 14% for Fiscal 2020 as compared to Fiscal 2019, primarily driven by temporary store closures and a decline in traffic as compared to the previous year as a result of COVID-19.

During Fiscal 2020, sales for stores that had reopened were approximately 75% of Fiscal 2019 levels.

The Company has experienced other material impacts as a result of COVID-19, including, but not limited to, deferred tax valuation allowances, long-lived asset impairment, adjustments of the carrying amount of inventory and changes in the effectiveness of its hedging instruments.

The Company’s digital operations across brands have continued to serve the Company’s customers during this unprecedented period of temporary store closures as the Company’s distribution centers implemented enhanced cleaning and social distancing measures in order to remain operational.

In response to elevated digital demand during this period, the Company has increased its omnichannel capabilities by continuing to offer purchase-online-pickup-in-store, including curbside pick-up at a majority of U.S.

locations, and by utilizing ship-from-store capabilities.

In addition, to prepare for the Fiscal 2020 holiday season, the Company entered into a short-term lease for an additional distribution center and partnered with incremental carriers.

Digital net sales increased approximately 39% for Fiscal 2020 as compared to Fiscal 2019, resulting in digital sales accounting for 54% of total revenues in Fiscal 2020 compared to 33% in Fiscal 2019.

Despite the recent strength in digital sales, the Company has historically generated the majority of its annual net sales through stores and there can be no assurance that the current performance in the digital channel will continue.

The Company is also focused on managing inventories and the impacts COVID-19 has had, and continues to have, on its global supply chain, including potential disruptions of product deliveries.

The Company sources the majority of its merchandise outside of the U.S.

through arrangements with vendors primarily located in southeast Asia.

In order to complete production, these vendors’ manufacturing factories are dependent on raw materials from fabric mills that are primarily located in the Asia-Pacific region.

The Company is collaborating with its third-party partners to mitigate significant delays in delivery of merchandise, as certain factories have been closed, and certain other factories are operating at a limited capacity.

The Company entered this period of uncertainty with a healthy liquidity position and is taking immediate, aggressive and prudent actions, including reevaluating all expenditures, to enhance the Company’s ability to meet the business’ short-term liquidity needs, in order to best position the business for its key stakeholders, including the Company’s associates, customers and shareholders.

As a precautionary measure, in March 2020, the Company borrowed $210 million under its asset-based revolving credit facility to improve its cash position and withdrew the majority of excess funds from the Company’s overfunded Rabbi Trust assets, which provided the Company with $50 million of additional cash.

The Company continues to partner with its vendors, landlords, and lenders to preserve liquidity and mitigate risk during this unprecedented COVID-19 outbreak.

In addition, the Company is actively monitoring and assessing the rapidly emerging government policy and economic stimulus responses to COVID-19.

The Company has seen, and expects to continue to see material reductions in sales across brands and regions as a result of COVID-19.

In addition, these reductions in revenue have not been offset by proportional decreases in expense, as the Company continues to incur store occupancy costs such as operating lease costs and depreciation expense, and certain other costs such as compensation and administrative expenses, resulting in a negative effect on the relationship between the Company’s costs and revenues.

In addition, the Company could experience other material impacts as a result of COVID-19, including, but not limited to, charges from potential adjustments of the carrying amount of inventory, asset impairment charges, deferred tax valuation allowances and changes in the effectiveness of its hedging instruments.

The current circumstances are dynamic and the impacts of COVID-19 on the Company’s business operations, including the duration and impact on overall customer demand, cannot be reasonably estimated at this time, although the Company anticipates COVID-19 will have a material adverse impact on its business, results of operations, financial condition and cash flows in Fiscal 2020.

through arrangements with vendors primarily located in southeast Asia and, as of January 30, 2021, the vast majority of the factories the Company partners with were operating at full capacity.

In order to complete production, these manufacturing factories are dependent on raw materials from fabric mills that are primarily located in the APAC region.

The Company continues to collaborate with its third-party partners to mitigate significant delays in delivery of merchandise, especially in light of disruptions across the supply chain, including port congestion and shipping container shortages.

During Fiscal 2020, the Company reduced certain orders that were not already in production, delayed and altered the cadence of deliveries and implemented various strategies to tightly manage inventories, including utilizing ship-from-store capabilities in select locations.

The Company’s progress executing against the following key transformation initiatives created the foundation to allow the Company to respond quickly to COVID-19 in Fiscal 2020:

• Optimizing the global store network;

• Enhancing digital and omnichannel capabilities;

• Increasing the speed and efficiency of the concept-to-customer product life cycle by further investing in capabilities to position the supply chain for greater speed, agility and efficiency, while leveraging data and analytics to offer the right product at the right time and the right price;

• Improving customer engagement through loyalty programs and marketing optimization.

The Company entered Fiscal 2020 with a healthy liquidity position, however in light of COVID-19 the Company took immediate, aggressive and prudent actions, including re-evaluating all expenditures, to balance short-term and long-term liquidity needs, in order to best position the business for the Company’s key stakeholders during Fiscal 2020.

Actions to preserve liquidity and manage cash flows during Fiscal 2020, included, but were not limited to the following:

• Partnered with merchandise and non-merchandise vendors in regards to payment terms;

• Managed inventory receipts tightly to align inventory with expected market demand;

• Reduced expenses to better align operating costs with sales;

• Assessed government policy and economic stimulus responses to COVID-19 for both business and individuals;

• Borrowed $210.0 million under the senior secured asset-based revolving credit facility in March 2020, which was then repaid in July 2020 along with the term loan facility;

• Withdrew $50.0 million from the overfunded Rabbi Trust assets, representing the majority of excess funds in March 2020;

• Announced the temporary suspension of the Company's share repurchase and dividend programs in March 2020 and May 2020, respectively;

• Completed a private offering of $350.0 million aggregate principal amount of senior secured notes in July 2020.

Reflecting ongoing global uncertainty and the near-term challenges that COVID-19 presents, such as continued temporary store closures, uncertainty surrounding the global economy and customer discretionary spending habits, the Company plans to conservatively manage cash and liquidity in the first half of Fiscal 2021, while prioritizing investments in the business and continuing to fund operating activities.

Regarding returns to shareholders, although the dividend program remains suspended, the Company recently announced that it plans to resume share repurchases beginning on or after March 4, 2021, dependent on

various factors, such as market and business conditions, including the Company’s ability to accelerate investments in the business.

As of January 30, 2021, the Company had liquidity of $1.3 billion as compared to $0.9 billion as of February 1, 2020, comprised of cash and equivalents and borrowing available to the Company under the senior secured asset-based revolving credit facility.

Despite the Company's recent history of partnering with its vendors regarding payment terms, certain payment term extensions were temporary and certain previously deferred payments have since been made.

There can be no assurance that the Company will be able to maintain extended payment terms or continue to defer payments, which may result in incremental operating cash outflows in future periods.

For further information about COVID-19, refer to “ ITEM 1A.

RISK FACTORS ,” “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ," and Note 22, “ SUBSEQUENT EVENTS ,” of the Notes to the Consolidated Financial Statements included in “ITEM 8.

FINANCIAL STATEMENT AND SUPPLEMENTARY DATA,” of this Annual Report on Form 10-K.

RISK FACTORS ,” and “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ," of this Annual Report on Form 10-K.

BRANDS AND SEGMENT INFORMATION

The Company’s brands are as follows:

The quintessential apparel brand of the global teen consumer, Hollister Co.

Brand Description

Hollister The quintessential apparel brand of the global teen consumer, Hollister Co.

believes in liberating the spirit of an endless summer inside everyone.

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Hollister creates carefree style designed to make all teens feel celebrated and comfortable in their own skin, so they can live in a summer mindset all year long, whatever the season.

Hollister also carries an intimates brand, Gilly Hicks by Hollister, which offers intimates, loungewear and sleepwear.

Gilly Hicks Hollister also carries an intimates brand, Gilly Hicks, which offers intimates, loungewear and sleepwear.

Its products are designed to invite everyone to embrace who they are underneath it all.

Abercrombie & Fitch

Abercrombie & Fitch believes that every day should feel as exceptional as the start of the long weekend.

Abercrombie & Fitch Abercrombie & Fitch believes that every day should feel as exceptional as the start of the long weekend.

Since 1892, the brand has been a specialty retailer of quality apparel, outerwear and fragrance - designed to inspire our global customers to feel confident, be comfortable and face their Fierce.

abercrombie kids

A global specialty retailer of quality, comfortable, made-to-play favorites, abercrombie kids sees the world through kids’ eyes, where play is life and every day is an opportunity to be anything and better everything.

abercrombie kids A global specialty retailer of quality, comfortable, made-to-play favorites, abercrombie kids sees the world through kids’ eyes, where play is life and every day is an opportunity to be anything and better everything.

The Company determines its segments after taking into consideration a variety of factors, including its organizational structure and the basis that it uses to allocate resources and assess performance.

The Company’s two operating segments as of February 1, 2020 are brand-based:

Hollister and Abercrombie, the latter of which includes the Company’s Abercrombie & Fitch and abercrombie kids brands.

The Company’s two operating segments as of January 30, 2021 are brand-based:

Hollister, which includes the Company’s Hollister and Gilly Hicks brands, and Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands.

These operating segments have similar economic characteristics, classes of consumers, products, production and distribution methods, operate in the same regulatory environments, and have been aggregated into one reportable segment.

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STRATEGY AND KEY BUSINESS PRIORITIES

The Company remains committed to, and confident in, its long-term vision of becoming a leading digital-first omnichannel global apparel retailer.

The Company continues to evaluate opportunities to make progress against initiatives that support this vision, while balancing the near-term challenges and continued global uncertainty presented by COVID-19.

Navigating COVID-19

The Company is currently focused on navigating the recent challenges presented by COVID-19, primarily by:

Prioritizing digital operations to serve the Company’s customers during this unprecedented period of temporary store closures;

Preserving liquidity and managing cash flow by taking immediate, aggressive and prudent actions, including reevaluating all expenditures, to enhance the Company’s ability to meet the business’ short-term liquidity needs, in order to best position the business for the Company’s key stakeholders, including its associates, customers and shareholders.

As discussed above under “ Impact of COVID-19” , the Company’s progress executing against its key transformation initiatives prior to Fiscal 2020 created the foundation to allow the Company to respond quickly to COVID-19.

The Company remains focused on navigating the challenges presented by COVID-19, primarily by:

• Prioritizing digital and omnichannel operations to serve the Company’s customers during temporary store closures and restrictions;

• Maintaining safety protocols across the Company’s corporate home offices, stores and distribution centers;

• Utilizing the Company’s agile supply-chain;

• Speaking directly to the Company’s customers through its social media channels about the current environment and issues that are impacting them the most;

• Conservatively managing cash flows and liquidity in the near-term given continued global uncertainty, in order to best position the business for the Company’s key stakeholders, including its associates, customers and shareholders.

Long-term strategy

As the COVID-19 situation allows, the Company continues to evaluate opportunities to make progress on initiatives that position the business for sustainable long-term growth that align with its strategic pillars on a market-by-market basis.

The Company remains committed to putting its customers at the center of everything that it does and meeting its customers’ needs whenever, wherever and however they choose to shop.

In a rapidly evolving retail landscape, the Company works to accomplish this through:

The Company remains committed to meeting its customers’ needs whenever, wherever and however they choose to shop and works to accomplish this, in a rapidly evolving retail landscape, through the following pillars:

• Inspiring customers;

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• Developing leaders.

The following initiatives serve as a framework to achieving the Company’s long-term operating margin target, predicated on total sales growth, gross profit rate expansion and operating expense leverage:

Continue to make progress against our stated transformation initiatives , including:

optimizing our global store network;

The following priorities serve as a framework in the Company achieving its long-term vision of becoming a leading digital-first omnichannel global apparel retailer and achieving sustainable long-term operating margin expansion:

• Transform to a leading digital-first omnichannel global business model, by creating best-in-class customer experiences across channels;

• Continue to make progress against stated transformation initiatives , including:

optimizing global store square footage while remaining opportunistic in global intimate, omni-enabled store expansion;

enhancing digital and omnichannel capabilities;

increasing the speed and efficiency of our concept-to-customer product life cycle;

and improving our customer engagement;

Address market opportunities for our brands across Europe and Asia through the ongoing build-out of our London and Shanghai teams, which are focused on providing localized product and marketing.

These teams, and the rollout of new store experiences in underpenetrated international markets, support our long-term vision of becoming one of the leading global omnichannel apparel retailers in the world;

Grow abercrombie kids and Gilly Hicks by Hollister by increasing domestic and international awareness through new store experiences, engaging product launches and thoughtful marketing;

Leverage data analytics to retrieve timely, customer insights that will evolve markdown and size optimization, accelerate responsiveness to customer demands, introduce additional personalization measures and improve customer engagement.

and improving customer engagement;

• Address market opportunities for the Company’s brands across Europe and Asia through the ongoing build-out of the Company’s London and Shanghai teams, which are focused on providing localized product and marketing.

These teams, and the rollout of intimate omni-enabled new store experiences that cater to local customers in underpenetrated international markets, support the Company’s long-term vision of becoming a leading digital-first omnichannel global apparel retailer;

• Focus on Gilly Hicks growth by increasing domestic and international awareness through new store experiences, engaging product launches and thoughtful marketing, while being opportunistic regarding other growth opportunities, such as launching new brands and/or acquiring brands;

• Improve customer engagement by leveraging data analytics to retrieve timely customer insights that will accelerate responsiveness to customer demands and by introducing additional personalization measures;

• Attract, retain, and develop the Company’s human capital resources by building upon the strength of its unique culture and by executing against the key initiatives discussed below under “HUMAN CAPITAL MANAGEMENT”;

• Integrate environment, social and governance practices and standards throughout the organization through collaboration with the Company’s associates, partners and communities.

OVERVIEW OF OPERATIONS

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As customer shopping preferences continue to shift and customers increasingly shop across multiple channels, the Company aims to create best-in-class customer experiences and grow total company profitability by delivering improvements through a continuous test-and-learn approach.

Although stores continue to be the primary fulfillment point for orders, the Company believes that the customers’ experience in its stores is complemented by its omnichannel capabilities, a few of which include:

While prior to Fiscal 2020, stores were the primary fulfillment point for orders, the Company experienced an acceleration in sales fulfilled through the digital channel in Fiscal 2020 as a result of COVID-19.

Despite, this acceleration in channel shift, stores continue to be an important part of the customers’ omnichannel experience and the Company believes that the customers’ experience is improved by its offering of omnichannel capabilities, which include:

• Purchase-Online-Pickup-in-Store, allowing customers to purchase merchandise through one of the Company’s websites or mobile apps and pick-up the merchandise in store, which often times drives incremental in-store sales;

Order-in-Store, allowing customers to shop the brands’ in-store and online offering while in-store;

• Curbside pickup, allowing customers to engage with the Company’s brands while encouraging social distancing in light of the COVID-19 pandemic;

• Order-in-Store, allowing customers to shop the brands’ in-store and online offerings while in-store;

• Reserve-in-Store, allowing customers to reserve merchandise online and try it on in-store before purchase;

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These rewards can be redeemed for merchandise discounts either in-store or online.

The loyalty programs continue to provide timely customer insights, creating stronger customer engagement while driving a higher average level of customer spend.

The loyalty programs continue to provide timely customer insights and the Company believes these programs contribute to higher average transaction value.

Digital operations

In order to create a more seamless shopping experience for its customers, the Company continues to invest in its digital infrastructure.

The Company has the capability to ship merchandise to customers in more than 110 countries and process transactions in 28 currencies and through 28 forms of payment globally.

The Company operates desktop and mobile websites for its brands globally, which are available in various local languages, and four mobile apps.

In addition, in its efforts to expand its international brand reach, the Company also partners with certain third-party e-commerce platforms.

The Company continues to develop its mobile capabilities as mobile engagement continues to grow, with over 80% of the Company’s digital traffic generated from mobile devices in Fiscal 2020.

Store operations

The Company continues to invest in stores, with Hollister and Abercrombie launching new store prototypes, which are open and inviting, and include accommodating features such as innovative fitting rooms and omnichannel capabilities.

These new store prototypes are tailored to reflect the personality of each brand, with unique furniture, fixtures, music and scent adding to a rich brand experience.

The Company continues to thoughtfully open new stores and invest in smaller omni-enabled store experiences that align with local customer shopping preferences as stores are a critical part of the omnichannel brand experience.

During Fiscal 2020, the Company opened 15 new store locations, remodeled four store locations and right-sized an additional six store locations.

Hollister and Abercrombie both have stores in updated formats, which are designed to be open and inviting, and include accommodating features such as innovative fitting rooms and omnichannel capabilities.

These stores are tailored to reflect the personality of each brand, with unique furniture, fixtures, music and scent adding to a rich brand experience.

The Company’s stores continue to play an essential role in creating brand awareness serving as physical gateways to the brands.

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The Company continues to evaluate and manage its store fleet through its ongoing global store network optimization initiative and has taken actions to optimize store productivity by remodeling, right-sizing or relocating stores to smaller square footage locations, and closing stores.

All of the retail stores operated by the Company, as of February 1, 2020 , are located in leased facilities, primarily in shopping centers.

As part of this initiative, the Company closed eight flagship locations during Fiscal 2020, leaving the Company with seven operating flagships at the end of Fiscal 2020, down from 15 at the beginning of the year.

In addition, the Company closed 129 non-flagship locations, resulting in 137 total store closures during Fiscal 2020.

These actions reduced total Company store gross square footage by approximately 1.1 million gross square feet, or 17%, as compared to Fiscal 2019 year-end.

The actions taken in Fiscal 2020, combined with ongoing digital sales growth, are expected to continue to transform the Company's operating model and reposition the Company for the future as the Company continues to focus on aligning store square footage with digital penetration.

All of the retail stores operated by the Company, as of January 30, 2021, are located in leased facilities, primarily in shopping centers.

These leases generally have initial terms of between five and ten years.

Certain leases also include early termination options, which can be exercised under specific conditions.

The leases expire at various dates, between 2020 and 2031.

As of February 1, 2020 , the Company operated 854 retail stores as detailed in the table below:

The leases expire at various dates between Fiscal 2021 and Fiscal 2030.

As of January 30, 2021, the Company operated 735 retail stores as detailed in the table below:

Hollister (1)

Abercrombie (2)

Europe 107 16 123

Asia 27 19 46

Canada 10 7 17

Middle East 6 6 12

International 150 48 198

United States 347 190 537

Total 497 238 735

(1) Includes the Hollister and Gilly Hicks brands.

Locations with Gilly Hicks carveouts within Hollister stores are represented as a single store count.

Excludes nine international franchise stores and 12 U.S.

Company-operated temporary stores as of February 1, 2020 .

Company-operated temporary stores as of January 30, 2021.

(2) Includes Abercrombie & Fitch and abercrombie kids brands.

Locations with abercrombie kids carveouts within Abercrombie & Fitch stores are represented as a single store count.

Excludes seven international franchise stores and eight U.S.

Company-operated temporary stores as of February 1, 2020 .

For store count and gross square footage by brand and geographic region as of February 1, 2020 and February 2, 2019 , refer to “ ITEM 7.

Excludes 10 international franchise stores and two U.S.

Company-operated temporary stores as of January 30, 2021.

(3) This store count excludes one international third-party operated multi-brand outlet store as of January 30, 2021.

For store count and gross square footage by brand and geographic region as of January 30, 2021 and February 1, 2020, refer to “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .”

Digital operations

In order to create a more seamless shopping experience for its customers, the Company continues to invest in its digital infrastructure.

The Company has the capability to ship merchandise to customers in more than 120 countries and process transactions in 29 currencies and through 28 forms of payment globally.

The Company operates desktop and mobile websites for its brands globally, which are available in various local languages, and four mobile apps.

In addition, in its efforts to expand its international brand reach, the Company also partners with certain third-party e-commerce platforms.

Mobile engagement continues to grow, with over 80% of the Company’s digital traffic generated from mobile devices in Fiscal 2019 .

To improve the overall mobile experience, the Company continues to develop and expand its mobile capabilities, including streamlined checkout and increased ease of navigation.

Wholesale, franchise and licensing operations

The Company continues to expand its international brand reach, create brand awareness and develop local expertise through various wholesale, franchise and licensing arrangements.

As of February 1, 2020 , the Company had seven wholesale partnerships, primarily internationally.

As of February 1, 2020 , the Company’s franchisees operated 16 international franchise stores across the brands located in Mexico, Qatar and Saudi Arabia.

Third-party operations

The Company continues to expand its international brand reach, create brand awareness and develop local expertise through various wholesale, franchise, licensing and consignment arrangements.

As of January 30, 2021, the Company had eight wholesale partnerships, primarily internationally.

As of January 30, 2021, the Company’s franchisees operated 19 international franchise stores across the brands located in Mexico, Qatar and Saudi Arabia and one multi-brand consignment outlet in China.

SOURCING OF MERCHANDISE INVENTORY

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These vendors are expected to respect local laws and have committed to follow the standards set forth in the Company’s Vendor Code of Conduct, which details the Company’s dedication to human rights, labor rights, environmental responsibility and workplace safety.

The Company sourced merchandise through approximately 120 vendors located in 18 countries, including the United States (“U.S.”), during Fiscal 2019 .

The Company sourced merchandise through approximately 100 vendors located in 17 countries, including the U.S., during Fiscal 2020.

The Company’s largest vendor accounted for approximately 13% of merchandise sourced in Fiscal 2020, based on the cost of sourced merchandise.

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The Company relies on its distribution centers to manage the receipt, storage, sorting, packing and distribution of its merchandise.

Additional information pertaining to certain of the Company’s distribution centers as of February 1, 2020 follows:

Company-owned or third-party

New Albany, Ohio

Company-owned

New Albany, Ohio

Company-owned

Bergen op Zoom, Netherlands

Shanghai, China

Hong Kong Special Administrative Region (“SAR”), China

In addition, during the fourth quarter of Fiscal 2019, the Company entered into a nine-year service and distribution agreement for a facility to be located in the Phoenix, Arizona area, with services expected to commence in Fiscal 2021.

The Company primarily uses one contract carrier to ship merchandise and related materials to its North American customers, and several contract carriers for its international customers.

Additional information pertaining to certain of the Company’s distribution centers as of January 30, 2021 follows:

Location Company-owned or third-party

New Albany, Ohio (Primarily serves store and digital operations) Company-owned

New Albany, Ohio (Serves only digital operations) Company-owned

Bergen op Zoom, Netherlands Third-party

Shanghai, China Third-party

In addition, during Fiscal 2019, the Company entered into an agreement for a facility to be located in the Phoenix, Arizona area, with services expected to commence in Fiscal 2021, which is intended to replace the Company’s third-party distribution center in Reno, Nevada to increase capacity and improve fulfillment capabilities.

In Fiscal 2020, the Company entered into a short-term lease for an additional distribution center, which has since ended, and diversified its distribution network to mitigate risk from carrier capacity shortages in light of COVID-19, particularly during the Fiscal 2020 holiday season.

The Company primarily used four contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its international customers during Fiscal 2020.

The Company operates in a rapidly evolving and highly competitive retail business environment.

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Historically, the Company’s operations have been seasonal in nature and consist of two principal selling seasons:

the spring season, which includes the first and second fiscal quarters and the fall season, which includes the third and fourth fiscal quarters.

The Company experiences its greatest sales activity during the fall season, the third and fourth fiscal quarters, due to Back-to-School and Holiday sales periods, respectively.

the spring season, which includes the first and second fiscal quarters (“Spring”) and the fall season, which includes the third and fourth fiscal quarters (“Fall”).

The Company experiences its greatest sales activity during Fall, due to Back-to-School and Holiday sales

Refer to “ ITEM 7.

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These systems include applications related to point-of-sale, digital operations, inventory management, supply chain, planning, sourcing, merchandising, payroll, scheduling and financial reporting.

The Company continues to invest in technology to upgrade its core systems to create efficiencies, such as size and markdown optimization tools, and to support its digital operations, omnichannel capabilities, customer relationship management tools and loyalty programs.

The Company continues to invest in technology to upgrade its core systems to create efficiencies and to support its digital operations, omnichannel capabilities, customer relationship management tools and loyalty programs.

WORKING CAPITAL

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” of this Annual Report on Form 10-K for a discussion of the Company’s cash requirements and sources of cash available for working capital needs and investment opportunities.

ASSOCIATE RELATIONS

As of February 1, 2020 , the Company employed approximately 44,000 associates, of whom approximately 36,000 were part-time associates.

On average, the Company employed approximately 14,000 full-time equivalents during Fiscal 2019 .

HUMAN CAPITAL MANAGEMENT

The Company strives to create a culture that not only drives strategic and key business priorities forward, but also encourages associates to create a positive impact in their communities.

The Company believes that the strength of its unique culture is a competitive advantage, and intends to continue building upon that culture to improve performance across its business.

This will become even more important as the Company expands globally and works towards achieving its long-term vision of becoming a leading digital-first omnichannel global apparel retailer.

Therefore, the Company believes that the attraction, retention, and management of qualified talent representing diverse backgrounds, experiences, and skill sets, and fostering a diverse, equitable and inclusive work environment is integral to its success in advancing the Company’s strategies and key business priorities and avoiding disruptions in the business.

The Company relies on its associates across the organization, including those at its corporate offices, stores, and distribution centers, as well as their experience and expertise in the retail business.

Examples of key initiatives that are focused to attract, retain, and manage the Company’s human capital resources include the following:

• Offering competitive compensation and benefits , including cash-based and equity-based incentive awards in order to align the interests of associates and shareholders.

• Improving associate engagement through open communication channels and focusing on development.

The Company regularly holds all-company meetings to communicate with its associates and collects feedback through various surveys to better understand associate experience and drive improvements.

The Company also strives to provide a wide variety of development opportunities throughout associates’ careers in order to be able to pivot resources to align with overall corporate strategies when necessary.

• Embracing diversity and inclusion in all forms, including gender, race, ethnicity, disability, nationality, religion, age, veteran, LGBTQIA+ status and other factors.

The Company continuously reviews representation, pay and promotion among associates with diverse backgrounds, including those in senior leadership positions.

The Company also encourages associates to enhance their understanding of diversity and inclusion through the Company’s various associate resource groups which allow associates from different business functions around the world to discuss relevant topics and help address regional-specific needs.

Additionally, the Company invests in year-round competency building training for associates on topics of bias, allyship and advocacy.

• Encouraging community involvement by promoting various charitable, philanthropic, and social awareness programs, which fosters a collaborative and rewarding work environment.

• Focusing on the health and safety of its associates by investing in various wellness programs throughout the year that are designed to enhance the physical, financial, and mental well-being of its associates globally.

Refer to "Impact of COVID-19" included in “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” of this Annual Report on Form 10-K for information on actions taken by the Company to support its associates during COVID-19.

The Company employed approximately 34,000 associates globally as of January 30, 2021, of whom approximately 26,900 were part-time associates.

As of January 30, 2021, the Company employed approximately 25,000 associates in the U.S., and employed approximately 9,000 associates outside of the U.S.

The Company employs temporary, seasonal associates at times, particularly during Fall, when it experiences its greatest sales activity due to Back-to-School and Holiday sales periods.

The number of associates represented by workers’ councils and unions is not significant and is generally limited to associates in the Company’s European stores.

Board oversight

A&F’s Board of Directors and its committees also play an integral role in the Company’s human capital management.

For example, the Corporate Social Responsibility Committee of the Board of Directors provides oversight of the Company’s attention to issues of social responsibility, including diversity and inclusion, health and safety, human rights, environmental and philanthropy and the Company’s policies, practices and progress with respect to such issues.

This includes overseeing, making recommendations and evaluating the success of the Company’s diversity and inclusion policies and programs, while monitoring current trends and opportunities in corporate diversity outreach.

In addition, among other things, the Compensation and Organization Committee of the Board of Directors oversees the Company’s overall compensation structure, policies and programs, as well as reviews and approves metrics to be used for the determination of payouts under cash-based and equity-based incentive programs.

Members of the Board of Directors also review succession plans for the Company’s executive officers and discuss with senior leadership the Company’s organizational structure and key reporting relationships, along with development of strategies and practices relating to recruitment, retention and development of the Company’s associates as needed.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers serve at the pleasure of the Board of Directors of the Company.

The executive officers serve at the pleasure of the Board of Directors of A&F.

Set forth below is certain information regarding the executive officers of the Company as of March 24, 2021:

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Other Leadership Roles:

Member of the Board of Directors of SeriousFun Children’s Network, Inc., a Connecticut non-profit corporation that provides specially-adapted camp experiences for children with serious illnesses and their families, free of charge, globally (since March 2017)

Member of the Columbus Partnership, a non-profit organization of chief executive officers from leading businesses and institutions in Columbus, Ohio, with the goal of improving economic development in the city that is home to the Company (since May 2018)

• Member of the Board of Directors of SeriousFun Children’s Network, Inc., a non-profit corporation that provides specially-adapted camp experiences for children with serious illnesses and their families, free of charge (since March 2017)

• Member of Columbus Partnership, a non-profit organization of chief executive officers from leading businesses and institutions in Columbus, Ohio, with the goal of improving economic development in the city that is home to the Company (since May 2018)

• Member of the Board of Directors of Chief Executives for Corporate Purpose (CECP), a CEO-led coalition that helps companies transform their social strategy by providing customized resources (since October 2019)

Gabrielli, Senior Vice President, Chief Human Resource Officer

Executive Roles:

Senior Vice President, Chief Human Resource Officer (since August 2017)

Formerly held various roles in human resources, with increasing responsibility with the Company (since March 2007) including rising to the position of Senior Vice President, Human Resources (January 2015 - August 2017)

Formerly held various corporate and field-based human resources positions at Kohl’s Corporation, a department store operator, (November 2003 - March 2007), including Vice President of Human Resources.

Formerly held various human resources, finance and merchandising roles for the May Department Stores Company and American Eagle Outfitters, Inc., including Director of Corporate Recruiting at American Eagle Outfitters, Inc.

(August 2002 - November 2003)

Other Leadership Roles:

Member of the Board of Directors of Flying Horse Farms, a medical specialty camp that provides healing, transformative experiences for children with serious illnesses and their families—free of cha rge (since March 2018)

Henchel, Senior Vice President, General Counsel and Corporate Secretary

Executive Roles:

Senior Vice President, General Counsel and Corporate Secretary (since October 2018)

Former Executive Vice President, Chief Legal Officer and Secretary of HSNi, a $3 billion multi-channel retailer (February 2010 - December 2017)

• Senior Vice President, General Counsel and Corporate Secretary of the Company (since October 2018)

• Former Executive Vice President, Chief Legal Officer and Secretary of HSN, Inc., a $3+ billion multi-channel retailer (February 2010 - December 2017)

• Former Senior Vice President and General Counsel of Tween Brands, Inc., a specialty retailer (October 2005 - February 2010) and served as that company’s Secretary (August 2008 - February 2010)

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• Formerly held position as a Certified Public Accountant with PricewaterhouseCoopers LLP

Holly May, Senior Vice President and Chief Human Resource Officer

Executive Roles:

• Senior Vice President and Chief Human Resource Officer of the Company (since January 2021)

• Former Senior Vice President, Global Total Rewards & Service Delivery for Starbucks, a global retail company (September 2018 - December 2020)

• Former Vice President, Global Compensation, Mobility and Payroll at Visa, Inc., an electronic payments company (October 2016 - August 2018)

• Formerly held senior positions across human resources at Voya Financial, a financial services company, (September 2012 - October 2016), including Senior Vice President, Human Resources (November 2014 - October 2016)

Other Leadership Roles:

• Member of Board of Trustees of Seattle Children’s Hospital and Research Foundation (since 2020)

Kristin Scott, President, Global Brands

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• Formerly held various planning and merchandising positions at Gap Inc., Target, and Marshall Fields.

ENVIRONMENTAL MATTERS

Historically, compliance with regulations related to the discharge of materials into the environment or otherwise relating to the protection of the environment have not had a material effect upon the Company’s capital expenditures, earnings, or competitive position.

In addition, as of February 1, 2020 , the Company did not have any material commitments related to compliance with regulations related to environmental matters.

The current circumstances and precautionary government regulations made in response to COVID-19 are dynamic.

There remains significant uncertainty as to the ultimate impact that compliance with government regulations made in response to COVID-19 and protecting the environment will have on the Company’s earnings and capital expenditures.

GOVERNMENT REGULATIONS

As a global organization, the Company is subject to the laws and regulations of the U.S.

and multiple foreign jurisdictions in which it operates.

These laws and regulations include, but are not limited to:

trade, transportation and logistic laws, including tariffs and import and export regulations;

tax laws and regulations;

product and consumer safety laws;

anti-bribery and corruption laws;

employment and labor laws;

antitrust or competition laws;

data privacy laws;

and environmental regulations.

Laws and regulations have had, and may continue to have, a material impact on the Company’s operations.

In addition, certain governments’ responses to COVID-19, such as travel restrictions and local statutory quarantines, negatively impacted the Company’s earnings in Fiscal 2020 as is described further within “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS " of this Annual Report on Form 10-K.

Refer to “ ITEM 1A.

RISK FACTORS ” and “ ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ," of this Annual Report on Form 10-K for discussion of the potential impacts environmental matters may have on the Company, including further discussion of COVID-19.

RISK FACTORS , ” of this Annual Report on Form 10-K for a discussion of the potential impacts regulatory matters may have on the Company in the future, including those related to environmental matters.

Compliance with government laws and regulations has not had a material effect on the Company’s capital expenditures or competitive position.

OTHER INFORMATION

The Company makes available free of charge on its website, corporate.abercrombie.com, under the “Investors, Financials, SEC Filings,” section, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”).

The Company also makes available free of charge in the same section of its website the definitive proxy materials filed pursuant to Section 14 of the Exchange Act, as soon as reasonably practicable after the Company electronically files such proxy materials with the SEC.

A&F makes available free of charge on its website, corporate.abercrombie.com, under the “Investors, Financials, SEC Filings,” section, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after A&F electronically files such material with, or furnishes it to, the Securities and Exchange Commission (“SEC”).

A&F also makes available free of charge in the same section of the Company’s website the definitive proxy materials filed pursuant to Section 14 of the Exchange Act, as soon as reasonably practicable after the Company electronically files such proxy materials with the SEC.

The SEC maintains a website that contains electronic filings by the Company and other issuers at www.sec.gov.

The Company has included certain of its website addresses throughout this filing as textual references only.

A&F has included certain of its website addresses throughout this filing as textual references only.

The information contained within these websites is not incorporated into this Annual Report on Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business