What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-06-09 compared with 2020-12-07 · 183 added, 405 removed, 252 unchanged (70% of the section changed)

6 unchanged sentences

• Current Trends and Outlook .

This section provides a discussion related to COVID-19’s impact on the Company’s business and other certain risks and challenges, as well as a summary of the Company’s performance for the thirteen and thirty-nine weeks ended October 31, 2020 and November 2, 2019.

This section provides a discussion related to certain of the Company’s focus areas for the upcoming fiscal year and discussion of certain risks and challenges, such as COVID-19, as well as a summary of the Company’s performance for the thirteen weeks ended May 1, 2021 and May 2, 2020.

• Results of Operations .

This section provides an analysis of certain components of the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen and thirty-nine weeks ended October 31, 2020 and November 2, 2019.

This section provides an analysis of certain components of the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen weeks ended May 1, 2021 and May 2, 2020.

• Liquidity and Capital Resources .

This section provides a discussion of the Company’s financial condition, changes in financial condition and liquidity as of October 31, 2020, which includes (i) an analysis of changes in cash flows for the thirty-nine weeks ended October 31, 2020 as compared to the thirty-nine weeks ended November 2, 2019;

and (ii) an analysis of liquidity, including a discussion related to preserving liquidity during COVID-19, remaining availability under the ABL Facility, the Company’s share repurchase and dividend programs, and outstanding debt and covenant compliance.

This section provides a discussion of the Company’s expected primary sources and uses of cash, financial condition and liquidity as of May 1, 2021, which includes (i) an analysis of financial condition as compared to January 30, 2021;

(ii) an analysis of changes in cash flows for the thirteen weeks ended May 1, 2021 as compared to the thirteen weeks ended May 2, 2020;

and (iii) an analysis of liquidity, including discussion related to the Company’s Senior Secured Notes and ABL Facility, the Company’s share repurchase and dividend programs, and outstanding debt and covenant compliance.

• Recent Accounting Pronouncements .

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The following risks, categorized by the primary nature of the associated risk, including the disclosures in “ITEM 1A.

RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2019, as well as those disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2020 and in “ITEM 1A.

RISK FACTORS” of this Quarterly Report on Form 10-Q, in some cases have affected and in the future could affect the Company’s financial performance and cause actual results for Fiscal 2020 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by management.

RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2020 in some cases have affected and in the future could affect the Company’s financial performance and cause actual results for Fiscal 2021 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by management.

The following risks, or a combination of risks, may be exacerbated by COVID-19 and could result in adverse impacts on the Company’s business, results of operations, financial condition and cash flows.

Macroeconomic and industry risks include:

• COVID‐19 has and may continue to materially adversely impact and cause disruption to our business;

• Changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits could have a material adverse impact on our business;

• Failure to engage our customers, anticipate customer demand and changing fashion trends, and manage our inventory commensurately could have a material adverse impact on our business;

• Our failure to operate in a highly competitive and constantly evolving industry could have a material adverse impact on our business;

• Our failure to operate effectively in a highly competitive and constantly evolving industry could have a material adverse impact on our business;

• Fluctuations in foreign currency exchange rates could have a material adverse impact on our business;

• Our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions that our stores are located in or around;

• The impact of war, acts of terrorism, mass casualty events or civil unrest could have a material adverse impact on our business;

• The impact of war, acts of terrorism, mass casualty events, social unrest, civil disturbance or disobedience could have a material adverse impact on our business;

• The impact of extreme weather, infectious disease outbreaks, including COVID-19, and other unexpected events could result in an interruption to our business, as well as to the operations of our third-party partners, and have a material adverse impact on our business.

• The current outbreak of the novel coronavirus, or COVID‐19, has materially adversely impacted and disrupted, and may continue to materially adversely impact and cause disruption to, our business, financial performance and condition, operating results, liquidity and cash flows.

The spread of the COVID‐19 outbreak has caused significant disruptions in the United States and global economy, the extent of the impact and duration of which is not yet known.

Any future outbreak of any other highly infectious or contagious disease could have a similar impact.

Strategic risks include:

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• Our failure to execute our international growth strategy successfully and inability to conduct business in international markets as a result of legal, tax, regulatory, political and economic risks could have a material adverse impact on our business;

• Our failure to appropriately address emerging environmental, social and governance matters could have a material adverse impact on our reputation and, as a result, our business.

Operational risks include:

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• We depend upon independent third parties for the manufacture and delivery of all our merchandise, and a disruption of the manufacture or delivery of our merchandise could have a material adverse impact on our business;

• We rely on the experience and skills of our executive officers and associates, and the failure to attract or retain this talent, or effectively manage succession could have a material adverse impact on our business.

• We rely on the experience and skills of our executive officers and associates, and the failure to attract or retain this talent, effectively manage succession, and establish a diverse workforce could have a material adverse impact on our business;

• We identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future.

If we fail to remediate our material weaknesses, or if we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

Legal, tax, regulatory and compliance risks include:

• Fluctuations in our tax obligations and effective tax rate may result in volatility in our results of operations and could have a material adverse impact on our business;

• Fluctuations in our tax obligations and effective tax rate may result in volatility in our results of operations could have a material adverse impact on our business;

• Our litigation exposure, or any securities litigation and shareholder activism, could have a material adverse impact on our business;

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Business summary

The Company 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.

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’s two operating segments are brand-based:

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

The Company is a global, digitally-led omnichannel retailer.

The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its digital channels and Company-owned stores, as well as through various third-party arrangements.

As of May 1, 2021, the Company’s two brand-based operating segments were Hollister, which includes the Company’s Hollister and Gilly Hicks brands, and Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands.

On May 20, 2021, the Company launched its newest brand, Social Tourist.

These five 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 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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Fiscal 2019 February 1, 2020 52

Fiscal 2020 January 30, 2021 52

Fiscal 2021 January 29, 2022 52

Due to the seasonal nature of the retail apparel industry, the results of operations for any current period are not necessarily indicative of the results expected for the full fiscal year and the Company could have significant fluctuations in certain asset and liability accounts.

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CURRENT TRENDS AND OUTLOOK

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 the Europe, Middle East and Africa (“EMEA”) region 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 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 the COVID-19 outbreak.

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.

The Company had reopened approximately 97% of Company-operated stores for in-store service as of October 31, 2020.

Since October 31, 2020, the Company has experienced additional store reclosures in response to COVID-19, primarily in the EMEA region, most of which have since reopened.

As of December 4, 2020 approximately 98% of the Company-operated stores were open for in-store service.

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 pick-up 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 5% and 18% for the thirteen and thirty-nine weeks ended October 31, 2020 as compared to the comparable periods ended November 2, 2019, respectively, primarily driven by temporary store closures and a decline in traffic as compared to the previous year as a result of COVID-19.

and the EMEA region, which collectively accounted for 89% of total net sales in Fiscal 2019, the Company experienced sales productivity for reopened stores of approximately 75%, as compared to last year’s levels during the thirteen weeks ended October 31, 2020.

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 has entered into a short-term lease for an additional distribution center and has partnered with incremental carriers.

Digital sales increased approximately 43% and 42% for the thirteen and thirty-nine weeks ended October 31, 2020 as compared to the comparable periods ended November 2, 2019, respectively.

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 has seen, and may continue to see, material adverse impacts as a result of 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 and the availability and acceptance of an effective vaccine or medical treatments.

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 and, as of October 31, 2020, 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.

During Fiscal 2020, the Company has 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.

Despite these near-term challenges presented by COVID-19, the Company remains committed to, and confident in, its long-term vision.

The Company continues to evaluate opportunities to make progress against its key transformation initiatives while balancing the near-term challenges and unprecedented uncertainty presented by COVID-19.

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

• 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 this period of uncertainty with a healthy liquidity position and has taken and continues to take immediate, aggressive and prudent actions, including reevaluating all expenditures, to balance short and long-term liquidity needs, in order to best position the business for its key stakeholders.

Actions to preserve liquidity and manage cash flows during Fiscal 2020, include, but are not limited to:

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

• Tightly managing inventory receipts to align inventory with expected market demand;

• Reducing expenses to better align operating costs with sales;

• Borrowed $210.0 million under the ABL Facility in March 2020 which was then repaid in July 2020 along with the Term Loan Facility;

• Completed a private offering of $350.0 million aggregate principal amount of senior secured notes;

• Withdrew $50.0 million from the overfunded Rabbi Trust assets, which represented the majority of excess funds;

• Temporarily suspended the Company's share repurchase and dividend programs;

• Assessing government policy and economic stimulus responses to COVID-19 for both business and individuals.

In addition, 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.

As of October 31, 2020, the Company had liquidity of $1.158 billion as compared to $913.8 million as of February 1, 2020, comprised of cash and equivalents and actual incremental borrowing available to the Company under the ABL Facility.

It is possible that our preparations for the events listed above are not adequate to mitigate their impact, and that these events could further adversely affect our business and results of operations.

For a discussion of significant risks that have the potential to cause our actual results to differ materially from our expectations, refer to the disclosures under the heading “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A.

RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2019.

as well as the discussion provided in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2020 and in “ITEM 1A.

RISK FACTORS” of this Quarterly Report on Form 10-Q.

United Kingdom’s withdrawal from the European Union (“Brexit”)

In June 2016, the United Kingdom passed a referendum to recommend withdrawing from the European Union.

Although the United Kingdom left the European Union in January 2020, the final terms of the United Kingdom’s withdrawal remain unclear.

The Company believes that this referendum and the uncertainty surrounding the terms of the United Kingdom’s withdrawal adversely impacted international sales results in Fiscal 2019, with decreased traffic and declining values of the Euro and British Pound as compared to the U.S.

Dollar over Fiscal 2018.

Upon withdrawal from the European Union in January 2020, the United Kingdom entered a transition period during which there will be on-going negotiations.

During this transition period, the United Kingdom’s existing trading relationship with the European Union will remain in place and it will continue to follow the European Union's rules.

It is not clear at this time what, if any, agreements will be reached by the current December 31, 2020 transition period deadline, or the impact that COVID-19 may have on the negotiation timeline .

There is continued uncertainty related to the impact on consumer behavior, trade relations, economic conditions, foreign currency exchange rates and the free movement of goods, services, people and capital between the United Kingdom and the European Union during this time of transition.

The United Kingdom’s withdrawal from the European Union could also adversely impact other areas of the business, including, but not limited to, an increase in duties and delays in the delivery of merchandise from the Company’s Netherlands distribution center to its customers in the United Kingdom if trade barriers materialize.

The United Kingdom’s withdrawal from the European Union could also adversely impact the operations of the Company’s vendors and of our other third-party partners.

In order to mitigate the risks associated with the United Kingdom’s withdrawal from the European Union, the Company is:

collaborating across the organization and testing systems;

working with external partners to develop contingency plans for potential adverse impacts;

and taking actions to reduce, to the extent possible, the potential impact of any incremental duty exposure.

It is possible that preparations for the events listed above are not adequate to mitigate their impact, and that these events could further adversely affect the business and results of operations.

Focus areas for Fiscal 2021

The Company remains committed to, and confident in, its long-term vision of becoming a digitally-led global omnichannel apparel retailer and continues to evaluate opportunities to make progress against initiatives that support this vision.

The Company entered Fiscal 2021 on the offense, and has made progress towards recouping COVID-19 driven sales losses.

Reflecting ongoing global uncertainty, the Company plans to continue to conservatively manage inventories, optimize its distribution center capacity for digital demand and tightly manage expenses while maintaining flexibility to make strategic investments in the business.

The following focus areas for Fiscal 2021 serve as a framework to the Company achieving its long-term vision of becoming a digitally-led global omnichannel apparel retailer and achieving sustainable long-term operating margin expansion:

• Accelerate digital, data and technology investments to increase agility and improve the customer experience;

• Increase marketing investments to build on momentum across brands and geographies;

• Invest in Gilly Hicks and the Company’s newest brand, Social Tourist, which launched on May 20, 2021;

• Optimize store square footage, while being opportunistic in global store expansion;

• Integrate environmental, social and governance practices and standards throughout the organization.

Global Store Network Optimization

A component of optimizing the Company’s global store fleet is pivoting away from large format flagship stores and striving towards opening smaller, more productive omnichannel focused brand experiences that cater to local customers.

As a result, the Company has closed certain of its flagship stores and may have additional closures in the future as the Company executes against this strategy.

Although some of these closures may be completed through natural lease expirations, certain other of the Company’s leases include early termination options that can be exercised under specific conditions.

The Company may also elect to exit or modify other leases, and could incur charges or realize benefits related to these actions.

As part of its ongoing global store network optimization, the Company recently announced the early exit of four European Abercrombie & Fitch flagship locations.

The Dusseldorf flagship closed during the third quarter of Fiscal 2020, and the London, Munich and Paris flagships will close by the end of Fiscal 2020, all well ahead of their natural lease expirations.

Three of the leases will be transferred through assignment while the fourth lease will be subleased to a new tenant.

The Company no longer has lease obligations beyond Fiscal 2020 for the three transfers and is scheduled to receive payments to fully offset its lease obligations on the sublease.

In addition to these four early lease exits, the Brussels, Madrid and Fukuoka Abercrombie & Fitch flagships are expected to close by the end of Fiscal 2020 due to natural lease expirations.

These recent actions removed approximately $85 million of lease liabilities from the balance sheet, and will leave the Company with eight operating flagships at the end of Fiscal 2020, down from 15 at the beginning of Fiscal 2020.

Details related to recently closed flagship stores follow:

Flagship location Timing of store closure

Abercrombie & Fitch Pedder Street, Hong Kong Special Administrative Region, China First quarter of Fiscal 2017

Abercrombie & Fitch Copenhagen, Denmark First quarter of Fiscal 2019

Hollister SoHo, New York City, U.S.

Second quarter of Fiscal 2019

Abercrombie Milan, Italy Fourth quarter of Fiscal 2019

abercrombie kids (2)

London, United Kingdom Fourth quarter of Fiscal 2019

Abercrombie Dusseldorf, Germany Third quarter of Fiscal 2020

(1) Abercrombie includes the Abercrombie & Fitch and abercrombie kids brands and, when used in the table above, signifies a location with an abercrombie kids carveout within an Abercrombie & Fitch store that would be represented as a single store count.

(2) The abercrombie kids store in London is expected to be converted to corporate office space to be utilized as the Company’s EMEA regional headquarters.

As part of its ongoing global store network optimization initiative and stated goal of repositioning from larger format, tourist-dependent flagship locations to smaller, omni-enabled stores that cater to local customers, the Company closed its Abercrombie & Fitch brand Orchard Road, Singapore flagship location during the first quarter of Fiscal 2021.

This leaves the Company with six operating flagships at the end of the first quarter of Fiscal 2021, down from seven at the beginning of Fiscal 2021 and 15 at the beginning of Fiscal 2020.

In addition, the Company closed 129 non-flagship locations and eight flagship locations during Fiscal 2020.

These actions, 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.

Future closures could be completed through natural lease expirations, while certain other leases include early termination options that can be exercised under specific conditions.

The Company may also elect to exit or modify other leases, and could incur charges related to these actions.

Additional details related to store count and gross square footage follow:

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Number of stores:

February 1, 2020 391 155 256 52 647 207 854

January 30, 2021 347 150 190 48 537 198 735

New 2 1 — 1 2 2 4

Permanently closed — (1) (6) (1) (6) (2) (8)

October 31, 2020 386 154 255 54 641 208 849

May 1, 2021 349 150 184 48 533 198 731

Gross square footage (in thousands) :

October 31, 2020 2,568 1,257 1,817 575 4,385 1,832 6,217

May 1, 2021 2,324 1,212 1,275 378 3,599 1,590 5,189

(1) Hollister includes the Company’s 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 as of each of October 31, 2020 and February 1, 2020.

Excludes 15 Company-operated temporary stores as of October 31, 2020 and 16 as of February 1, 2020.

Excludes 10 international franchise stores as of May 1, 2021 and nine international franchise stores as of January 30, 2021.

Excludes 12 Company-operated temporary stores as of each of May 1, 2021 and January 30, 2021.

(2) Abercrombie includes the Company's Abercrombie & Fitch and abercrombie kids brands.

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

Excludes eight international franchise stores as of October 31, 2020 and seven as of February 1, 2020.

Excludes five Company-operated temporary stores as of October 31, 2020 and eight as of February 1, 2020.

Excludes 12 international franchise stores as of May 1, 2021 and 10 international franchise stores as of January 30, 2021.

Excludes four and two Company-operated temporary stores as of May 1, 2021 and January 30, 2021, respectively.

(3) This store count excludes one international third-party operated multi-brand outlet store as of each of May 1, 2021 and January 30, 2021.

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

The Company continues to navigate COVID-19, including by conforming to local government guidance and monitoring health and safety measures with the well-being of the Company’s customers, associates and business partners remaining a top priority.

In response to COVID-19, certain governments imposed travel restrictions and local statutory quarantines and the Company experienced widespread temporary store closures.

As of May 1, 2021, the vast majority of Company-operated stores were fully open for in-store service 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.

Total net sales increased approximately 61% for the thirteen weeks ended May 1, 2021 as compared to the thirteen weeks ended May 2, 2020 driven by increased store foot traffic relative to last year which was impacted by widespread temporary store closures due to COVID-19, and year-over-year digital sales growth of approximately 45%.

The Company’s digital operations across brands have continued to serve the Company’s customers during periods 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 leaned into its omnichannel capabilities by continuing to offer Purchase-Online-Pickup-in-Store, rolling out curbside pick-up at a majority of U.S.

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

The Company has seen, and may continue to see, material adverse impacts as a result of COVID-19.

The extent of future impacts of COVID-19 on the Company’s business, including the 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, potential future outbreaks, the emergence of new variants of the coronavirus and the acceptance of effective vaccines or medical treatments.

For a discussion of material risks that have the potential to cause our actual results to differ materially from our expectations, refer to the disclosures under the heading “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A.

RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2020.

Summary of results

A summary of results for the thirteen and thirty-nine weeks ended October 31, 2020 and November 2, 2019 follows:

A summary of results for the thirteen weeks ended May 1, 2021 and May 2, 2020 follows:

GAAP Non-GAAP (1)

(in thousands, except change in net sales, gross profit rate, operating margin and per share amounts) October 31, 2020 (2)

November 2, 2019 (3)

October 31, 2020 (2)

November 2, 2019 (3)

(in thousands, except change in net sales, gross profit rate, operating margin and per share amounts) May 1, 2021 May 2, 2020 (2)

May 1, 2021 May 2, 2020 (2)

Thirteen Weeks Ended

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Gross profit rate 63.4 % 54.4 %

Operating income $ 58,616 $ 14,479 $ 64,945 $ 24,947

Operating income margin 7.2 % 1.7 % 7.9 % 2.9 %

Net income attributable to A&F $ 42,271 $ 6,523 $ 48,231 $ 14,506

Net income per diluted share attributable to A&F $ 0.66 $ 0.10 $ 0.76 $ 0.23

Thirty-nine Weeks Ended

Net sales $ 2,003,340 $ 2,438,522

Change in net sales (17.8) % 0.2 %

Gross profit rate 60.5 % 59.9 %

Operating loss $ (136,368) $ (52,263) $ (79,028) $ (41,795)

Operating loss margin (6.8) % (2.1) % (3.9) % (1.7) %

Net loss attributable to A&F $ (196,413) $ (43,774) $ (142,708) $ (35,791)

Net loss per diluted share attributable to A&F $ (3.14) $ (0.67) $ (2.28) $ (0.55)

Operating income (loss) $ 57,433 $ (209,127) $ 60,097 $ (166,199)

Operating income (loss) margin 7.3 % (43.1) % 7.7 % (34.2) %

Net income (loss) attributable to A&F $ 41,768 $ (244,148) $ 43,983 $ (205,652)

Net income (loss) per diluted share attributable to A&F $ 0.64 $ (3.90) $ 0.67 $ (3.29)

(1) Discussion as to why the Company believes that these non-GAAP financial measures are useful to investors is provided below under “ NON-GAAP FINANCIAL MEASURES .”

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Refer to Note 10, “ INCOME TAXES .”

(3) Results for Fiscal 2019 reflect significant adverse impacts related to flagship store exit charges.

Refer to Note 17, “ FLAGSHIP STORE EXIT (BENEFITS) CHARGES .”

Certain components of the Company’s Condensed Consolidated Balance Sheets as of October 31, 2020 and February 1, 2020 were as follows:

(in thousands) October 31, 2020 February 1, 2020

Certain components of the Company’s Condensed Consolidated Balance Sheets as of May 1, 2021 and January 30, 2021 were as follows:

(in thousands) May 1, 2021 January 30, 2021

Cash and equivalents $ 909,008 $ 1,104,862

$ 812,881 $ 671,267

Gross long-term borrowings outstanding, carrying amount $ 350,000 $ 350,000

$ 545,548 $ 434,326

Certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the thirty-nine week periods ended October 31, 2020 and November 2, 2019 were as follows:

(in thousands) October 31, 2020 November 2, 2019

Net cash provided by (used for) operating activities $ 158,894 $ (33,839)

Net cash used for investing activities $ (91,748) $ (154,373)

Net cash provided by (used for) financing activities $ 70,129 $ (122,908)

Inventories $ 388,633 $ 404,053

Certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the thirteen week periods ended May 1, 2021 and May 2, 2020 were as follows:

(in thousands) May 1, 2021 May 2, 2020

Net cash used for operating activities $ (131,350) $ (140,776)

Net cash (used for) provided by investing activities $ (14,404) $ 3,010

Net cash (used for) provided by financing activities $ (53,191) $ 171,668

RESULTS OF OPERATIONS

The Company’s net sales by operating segment for the thirteen and thirty-nine weeks ended October 31, 2020 and November 2, 2019 were as follows:

The estimated basis point (“BPS”) change disclosed throughout this Results of Operations has been rounded based on the change in the percentage of net sales.

The Company’s net sales by operating segment for the thirteen weeks ended May 1, 2021 and May 2, 2020 were as follows:

Thirteen Weeks Ended

(in thousands) October 31, 2020 November 2, 2019 $ Change % Change

(in thousands) May 1, 2021 May 2, 2020 $ Change % Change

Hollister (1)

Abercrombie (1)

$ 442,408 $ 273,012 $ 169,396 62%

Total $ 819,653 $ 863,472 $ (43,819) (5)%

Thirty-nine Weeks Ended

(in thousands) October 31, 2020 November 2, 2019 $ Change % Change

Hollister $ 1,178,925 $ 1,447,975 $ (269,050) (19)%

Abercrombie (2)

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Total $ 781,405 $ 485,359 $ 296,046 61%

(1) Includes Hollister and Gilly Hicks brands.

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

Net sales by geographic area are presented by attributing revenues to an individual country on the basis of the country in which the merchandise was sold for in-store purchases and the shipping location provided by customers for digital orders.

The Company’s net sales by geographic area for the thirteen and thirty-nine weeks ended October 31, 2020 and November 2, 2019 were as follows:

The Company’s net sales by geographic area for the thirteen weeks ended May 1, 2021 and May 2, 2020 were as follows:

Thirteen Weeks Ended

(in thousands) October 31, 2020 November 2, 2019 $ Change % Change

$ 557,814 $ 583,593 $ (25,779) (4)%

EMEA 190,214 191,977 (1,763) (1)%

APAC 43,618 55,910 (12,292) (22)%

Other 28,007 31,992 (3,985) (12)%

International $ 261,839 $ 279,879 $ (18,040) (6)%

Total $ 819,653 $ 863,472 $ (43,819) (5)%

Thirty-nine Weeks Ended

(in thousands) October 31, 2020 November 2, 2019 $ Change % Change

(in thousands) May 1, 2021 May 2, 2020 $ Change % Change

$ 553,846 $ 322,862 $ 230,984 72%

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Total $ 781,405 $ 485,359 $ 296,046 61%

For the third quarter of Fiscal 2020, net sales decreased 5% as compared to the third quarter of Fiscal 2019, primarily due to a decrease in units sold driven by reduced store traffic, including as it relates to temporary store closures as a result of COVID-19, partially offset by 43% digital sales growth.

Average unit retail increased year-over-year, driven by less promotions and lower clearance levels, with benefits from changes in foreign currency exchange rates of approximately $12 million.

Excluding the benefit from changes in foreign currency exchange rates, net sales for the third quarter of Fiscal 2020 decreased 6% as compared to the third quarter of Fiscal 2019.

For the year-to-date period of Fiscal 2020, net sales decreased 18% as compared to the year-to-date period of Fiscal 2019, primarily due to a decrease in units sold driven by reduced store traffic, including as it relates to temporary store closures as a result of COVID-19, partially offset by 42% digital sales growth.

Average unit retail increased year-over-year, driven by less promotions and lower clearance levels, with benefits from changes in foreign currency exchange rates of approximately $3 million.

Excluding the benefit from changes in foreign currency exchange rates, net sales for the year-to-date period of Fiscal 2020 decreased 18% as compared to the year-to-date period of Fiscal 2019.

For the first quarter of Fiscal 2021, net sales increased 61% as compared to the first quarter of Fiscal 2020, primarily due to an increase in units sold as a result of increased store foot traffic relative to last year, which was impacted by widespread temporary store closures due to COVID-19, and 45% digital sales growth.

Average unit retail increased year-over-year, driven by lower promotions and markdowns, with benefits from changes in foreign currency exchange rates of approximately $12 million.

Cost of sales, exclusive of depreciation and amortization

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Cost of sales, exclusive of depreciation and amortization $ 295,220 36.0% $ 344,541 39.9% (390)

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Cost of sales, exclusive of depreciation and amortization $ 286,271 36.6% $ 221,214 45.6% (900)

(1) ) The estimated basis point (“BPS”) change has been rounded based on the change in the percentage of net sales.

For the third quarter of Fiscal 2020, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales decreased by approximately 390 basis points as compared to the third quarter of Fiscal 2019.

The year-over-year decline was primarily attributable to increased average unit retail and lower average unit cost, benefiting from inventory shrink favorability and changes in foreign currency exchange rates.

For the year-to-date period of Fiscal 2020, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales decreased by approximately 60 basis points as compared to the year-to-date period of Fiscal 2019.

The year-over-year decline reflects benefits from inventory shrink favorability and changes in foreign currency exchange rates, as well as adverse impacts related to charges reducing the carrying value of inventory during the first quarter of Fiscal 2020 of approximately $15 million.

For the first quarter of Fiscal 2021, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales decreased by approximately 900 basis points as compared to the first quarter of Fiscal 2020.

The year-over-year decline was primarily attributable to increased average unit retail on reduced promotions and markdowns.

Gross profit, exclusive of depreciation and amortization

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Gross profit, exclusive of depreciation and amortization $ 524,433 64.0% $ 518,931 60.1% 390

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Gross profit, exclusive of depreciation and amortization $ 495,134 63.4% $ 264,145 54.4% 900

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

Stores and distribution expense

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Stores and distribution expense $ 346,263 42.2% $ 377,697 43.7% (150)

Thirty-nine Weeks Ended

November 2, 2019 November 3, 2018

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Stores and distribution expense $ 316,608 40.5% $ 322,124 66.4% (2,590)

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

For the third quarter of Fiscal 2020, stores and distribution expense decreased 8% as compared to the third quarter of Fiscal 2019, primarily driven by a $24 million reduction in store occupancy expense and a $11 million reduction in payroll expense, which was net of a benefit of $3 million related to expected government subsidies in certain jurisdictions where the Company qualifies, reflecting the impact of COVID-19 on operations including temporary store closures.

These reductions in expense were partially offset by a $10 million increase in shipping and fulfillment expense related to 43% year-over-year digital sales growth.

For the year-to-date period of Fiscal 2020, stores and distribution expense decreased 12% as compared to the year-to-date period of Fiscal 2019, primarily driven by a $77 million reduction in payroll expense, which was net of a benefit of $15 million related to expected government subsidies in certain jurisdictions where the Company qualifies, and a $64 million reduction in store occupancy expense, reflecting the impact of COVID-19 on operations including temporary store closures.

These reductions in expense were partially offset by a $31 million increase in shipping and fulfillment expense related to 42% year-over-year digital sales growth.

For the first quarter of Fiscal 2021, stores and distribution expense decreased 2% as compared to the first quarter of Fiscal 2020, primarily driven by a $32 million reduction in store occupancy expense reflecting a decrease in store count and favorable rent negotiations.

The decrease in store occupancy expense was partially offset by a $13 million increase in store payroll expense, reflecting the return of certain expenses saved last year from COVID-19 temporary store closures, and a $9 million increase in digital shipping and handling expense reflecting 45% year-over-year digital sales growth.

Marketing, general and administrative expense

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Marketing, general and administrative expense $ 121,000 14.8% $ 114,075 13.2% 160

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Marketing, general and administrative expense $ 120,947 15.5% $ 108,257 22.3% (680)

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

For the third quarter of Fiscal 2020, marketing, general and administrative expense increased 6% as compared to the third quarter of Fiscal 2019, primarily driven by an increase in payroll expense as a result of higher performance-based compensation expense, partially offset by lower non-customer facing and in-store marketing costs.

For the year-to-date period of Fiscal 2020, marketing, general and administrative expense decreased 4% as compared to the year-to-date period of Fiscal 2019, primarily by driven by lower marketing and other controllable expenses, partially offset by an increase in payroll expense as a result of higher performance-based compensation expense.

Flagship store exit (benefits) charges

For the first quarter of Fiscal 2021, marketing, general and administrative expense increased 12% as compared to the first quarter of Fiscal 2020, primarily driven by increased performance-based compensation and digital media spend, partially offset by lower non-customer-facing controllable expenses and in-store marketing costs.

Flagship store exit benefits

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Flagship store exit (benefits) charges $ (8,063) (1.0)% $ 285 —% (100)

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Flagship store exit (benefits) charges $ (12,490) (0.6)% $ 47,023 1.9% (250)

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

Flagship store exit benefits in Fiscal 2020 primarily relate to the planned closure of several international Abercrombie & Fitch flagship stores.

Flagship store exit charges for Fiscal 2019 primarily relate to the closure of the Company’s SoHo, New York City Hollister flagship store.

Refer to Note 17, “ FLAGSHIP STORE EXIT (BENEFITS) CHARGES .”

Flagship store exit benefits $ (1,100) (0.1)% $ (543) (0.1)% —

Refer to Note 16, “ FLAGSHIP STORE EXIT BENEFITS .”

Asset impairment, exclusive of flagship store exit charges

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Asset impairment, exclusive of flagship store exit charges $ 6,329 0.8% $ 12,610 1.5% (70)

Excluded items:

Asset impairment charges (2)

(6,329) (0.8)% (10,468) (1.2)% 40

Adjusted non-GAAP asset impairment, exclusive of flagship store exit charges $ — 0.0% $ 2,142 0.2% (20)

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

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Adjusted non-GAAP asset impairment, exclusive of flagship store exit charges $ — 0.0% $ — —% —

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

(1) Refer to “ NON-GAAP FINANCIAL MEASURES , ” for further details.

Refer to Note 9, “ ASSET IMPAIRMENT .”

Other operating (loss) income, net

Other operating income (loss), net

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Other operating (loss) income, net $ (288) —% $ 215 —% —

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Other operating income, net $ 1,562 0.1% $ 465 —% 10

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

Other operating income (loss), net $ 1,418 0.2% $ (506) (0.1)% (30)

Operating income (loss)

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Operating income $ 58,616 7.2% $ 14,479 1.7% 550

Excluded items:

Asset impairment charges (2)

6,329 0.8% 10,468 1.2% (40)

Adjusted non-GAAP operating income $ 64,945 7.9% $ 24,947 2.9% 500

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Operating loss $ (136,368) (6.8)% $ (52,263) (2.1)% (470)

Operating income (loss) $ 57,433 7.3% $ (209,127) (43.1)% 5,040

Excluded items:

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2,664 0.3% 42,928 8.8% (850)

Adjusted non-GAAP operating loss $ (79,028) (3.9)% $ (41,795) (1.7)% (220)

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

Adjusted non-GAAP operating income (loss) $ 60,097 7.7% $ (166,199) (34.2)% 4,190

(1) Refer to “ NON-GAAP FINANCIAL MEASURES , ” for further details.

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Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Interest expense $ 9,408 1.1% $ 5,500 0.6% 50

Interest income (600) (0.1)% (2,578) (0.3)% 20

Interest expense, net $ 8,808 1.1% $ 2,922 0.3% 80

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

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Interest expense, net $ 8,606 1.1% $ 3,371 0.7% 40

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

For the third quarter of Fiscal 2020, interest expense, net increased $5.9 million as compared to the third quarter of Fiscal 2019.

For the year-to-date period of Fiscal 2020, interest expense, net increased $14.4 million as compared to the year-to-date period of Fiscal 2019.

The increase in interest expense, net, for the aforementioned periods is primarily driven by higher interest expense in the current year, reflecting incremental expense in connection with the issuance of the Senior Secured Notes and an increase in interest expense related to certain of the Company’s long-term obligations, as well as lower interest income earned on the Company’s investments and cash holdings.

Income tax expense (benefit)

For the first quarter of Fiscal 2021, interest expense, net increased $5.2 million as compared to the first quarter of Fiscal 2020.

The increase in interest expense, net, is primarily driven by higher interest expense in the current year, reflecting higher average borrowings outstanding at a higher interest rate, as well as lower interest income earned on the Company’s investments and cash holdings.

Income tax expense

Thirteen Weeks Ended

October 31, 2020 November 2, 2019

May 1, 2021 May 2, 2020

(in thousands, except ratios) Effective Tax Rate Effective Tax Rate

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Adjusted non-GAAP income tax expense $ 6,570 12.8% $ 35,965 (21.2)%

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

(in thousands, except ratios) Effective Tax Rate Effective Tax Rate

Income tax expense (benefit) $ 38,565 (24.8)% $ (16,931) 29.6%

Tax effect of pre-tax excluded items (1)

Adjusted non-GAAP income tax expense (benefit) $ 42,200 (42.9)% $ (14,446) 30.9%

(1) The tax effect of pre-tax excluded items is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis.

Refer to “ Operating income (loss) ” for details of pre-tax excluded items.

The Company’s effective tax rate for the year-to-date period of Fiscal 2020 was impacted by $77.4 million of adverse tax impacts, ultimately giving rise to income tax expense on a consolidated pre-tax loss.

These adverse tax impacts are as follows:

• The Company did not recognize income tax benefits on $180.7 million of pre-tax losses generated in the thirty-nine weeks ended October 31, 2020 in certain jurisdictions as the Company currently anticipates pre-tax losses in these jurisdictions for the fiscal year, resulting in adverse tax impacts of $41.8 million.

• The Company recognized discrete charges of $35.6 million related to the establishment of valuation allowances and other tax charges in certain jurisdictions, including, but not limited to Switzerland, Germany and the U.S.

principally as a result of the significant adverse impacts of COVID-19.

Refer to Note 10, “ INCOME TAXES .”

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Thirteen Weeks Ended

October 31, 2020 November 2, 2019

(in thousands) % of Net sales % of Net sales BPS Change (1)

Net income attributable to A&F $ 42,271 5.2% $ 6,523 0.8% 440

Excluded items, net of tax (2)

5,960 0.7% 7,983 0.9% (20)

Adjusted non-GAAP net income attributable to A&F $ 48,231 5.9% $ 14,506 1.7% 420

Thirty-nine Weeks Ended

October 31, 2020 (3)

November 2, 2019

May 1, 2021 May 2, 2020

(in thousands) % of Net sales % of Net sales BPS Change

Net loss attributable to A&F $ (196,413) (9.8)% $ (43,774) (1.8)% (800)

Net income (loss) attributable to A&F $ 41,768 5.3% $ (244,148) (50.3)% 5,560

Excluded items, net of tax (1)

2,215 0.3% 38,496 7.9% (760)

Adjusted non-GAAP net loss attributable to A&F $ (142,708) (7.1)% $ (35,791) (1.5)% (560)

(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

(2) Excluded items presented above under “ Operating income (loss) ,” and “ Income tax expense (benefit).

(3) Results for Fiscal 2020 reflect significant adverse tax impacts related to valuation allowances on deferred tax assets and other tax charges.

Refer to Note 11, “ INCOME TAXES .”

Adjusted non-GAAP net income (loss) attributable to A&F $ 43,983 5.6% $ (205,652) (42.4)% 4,800

(1) Excluded items presented above under “ Operating income (loss) ,” and “ Income tax expense.

Net income (loss) per diluted share attributable to A&F

Thirteen Weeks Ended

October 31, 2020 November 2, 2019 $ Change

Net income per diluted share attributable to A&F $ 0.66 $ 0.10 $0.56

Excluded items, net of tax (1)

$ 0.09 $ 0.12 $(0.03)

Adjusted non-GAAP net income per diluted share attributable to A&F $ 0.76 $ 0.23 $0.53

Impact from changes in foreign currency exchange rates

$ — $ 0.15 $(0.15)

Adjusted non-GAAP net income per diluted share attributable to A&F on a constant currency basis $ 0.76 $ 0.37 $0.39

Thirty-nine Weeks Ended

October 31, 2020 (2)

November 2, 2019 $ Change

Net loss per diluted share attributable to A&F $ (3.14) $ (0.67) $(2.47)

May 1, 2021 May 2, 2020 $ Change

Net income (loss) per diluted share attributable to A&F $ 0.64 $ (3.90) $4.54

Excluded items, net of tax (1)

$ 0.03 $ 0.62 $(0.59)

Adjusted non-GAAP net loss per diluted share attributable to A&F

$ (2.28) $ (0.55) $(1.73)

Adjusted non-GAAP net income (loss) per diluted share attributable to A&F $ 0.67 $ (3.29) $3.96

Impact from changes in foreign currency exchange rates

$ — $ (0.01) $0.01

Adjusted non-GAAP net loss per diluted share attributable to A&F on a constant currency basis

Adjusted non-GAAP net income (loss) per diluted share attributable to A&F on a constant currency basis (2)

$ 0.67 $ (3.30) $3.97

(1) Excluded items presented above under “ Operating income (loss) ,” and “ Income tax expense (benefit).

(2) Results for Fiscal 2020 reflect significant adverse tax impacts related to valuation allowances on deferred tax assets and other tax charges.

Refer to Note 11, “ INCOME TAXES .”

(1) Excluded items presented above under “ Operating income (loss) ,” and “ Income tax expense.

(2) Refer to “ NON-GAAP FINANCIAL MEASURES ,” for further details.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s capital allocation strategy, priorities and investments are reviewed by A&F’s Board of Directors considering both liquidity and valuation factors.

The Company’s current capital allocation strategy is to prioritize navigating the near-term challenges that COVID-19 presents and continuing to fund operating activities.

The Company believes that it will have adequate liquidity to fund operating activities over the next 12 months.

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The Company also has the ABL Facility available as a source of additional funding, which is described further below under “ Credit facilities and Senior Secured Notes ”.

As a precautionary measure in response to COVID-19, in March 2020, the Company borrowed $210.0 million under the ABL Facility to improve its near-term cash position and withdrew the majority of excess funds from the overfunded Rabbi Trust assets, providing the Company with $50.0 million of additional cash.

In July 2020, the Company completed the issuance of the Senior Secured Notes and received gross proceeds of $350.0 million.

The Company used the net proceeds from the offering of the Senior Secured Notes, along with existing cash on hand, to repay outstanding borrowings and accrued interest under the Term Loan Facility and the ABL Facility, with the remaining net proceeds used towards fees and expenses in connection with such repayments and the offering of the Senior Secured Notes.

Over the next twelve months, the Company expects its primary cash requirements to be directed towards funding operating activities, including the acquisition of inventory, and obligations related to compensation, marketing, leases and any lease buyouts or modifications it may exercise, taxes and other operating activities.

The Company entered this period of uncertainty with a healthy liquidity position and has taken and continues to take immediate, aggressive and prudent actions, including reevaluating all expenditures, in order to balance the Company’s short and long-term liquidity needs and best position the business for key stakeholders.

The Company also evaluates opportunities for investments in line with its key transformation initiatives, which have positioned the business to quickly respond to the COVID-19 pandemic, and strives to invest in projects that have high expected returns.

These improvements may include new store experiences or investments in its omnichannel initiatives or loyalty programs.

In addition, the Company evaluates store closures, including flagship lease buyouts and options to early terminate store leases.

Over the next twelve months, the Company expects its primary cash requirements to be directed towards prioritizing investments in the business and continuing to fund operating activities, including the acquisition of inventory, and obligations related to compensation, marketing, leases and any lease buyouts or modifications it may exercise, taxes and other operating activities.

The Company evaluates opportunities for investments in the business that are in line with initiatives that position the business for sustainable long-term growth that align with its strategic pillars as described within “ITEM 1.

BUSINESS - STRATEGY AND KEY BUSINESS PRIORITIES” of A&F’s Annual Report on Form 10-K for Fiscal 2020, including being opportunistic regarding growth opportunities, such as launching Social Tourist.

Examples of potential investment opportunities include, but are not limited to, new store experiences and options to early terminate store leases, investments in its omnichannel initiatives and investments to increase the Company’s capacity to fulfill digital orders.

Historically, the Company has utilized free cash flow generated from operations to fund any discretionary capital expenditures, which have been prioritized towards new store experiences, as well as digital and omnichannel investments, information technology, and other projects.

For the year-to-date period ended October 31, 2020, the Company used $91.7 million towards capital expenditures.

Total capital expenditures for Fiscal 2020 are expected to be approximately $110 million, down from $202.8 million of capital expenditures in Fiscal 2019.

For the year-to-date period ended May 1, 2021, the Company used $14.4 million towards capital expenditures.

Total capital expenditures for Fiscal 2021 are expected to be approximately $100 million as compared to $101.9 million of capital expenditures in Fiscal 2020.

The Company entered Fiscal 2021 in a strong financial position, with cash and cash equivalents of $1.1 billion and total liquidity of approximately $1.3 billion.

This allows the Company to evaluate potential opportunities to strategically deploy excess cash and delever the balance sheet, depending on various factors, such as market and business conditions.

In Fiscal 2021, the Company has and continues to focus on such opportunities including, but not limited to, accelerating investments in the business, returning cash to shareholders through share repurchases, and repurchasing outstanding senior secured notes.

Share repurchases and dividends

In order to preserve liquidity and maintain financial flexibility in light of COVID-19, in March 2020, the Company announced that it had temporarily suspended its share repurchase program and in May 2020, the Company announced that it had temporarily suspended its dividend program.

The Company will review these temporary suspensions throughout the year to determine, in light of facts and circumstances at that time, whether and when to reinstate these programs.

Dividends are declared at the discretion of A&F’s Board of Directors.

A quarterly dividend, of $0.20 per share outstanding, was declared in February for Fiscal 2020 and in each of February, May, August and November in Fiscal 2019 and Fiscal 2018.

Dividends were paid in March for Fiscal 2020, and each of March, June, September and December in Fiscal 2019 and Fiscal 2018.

A&F’s Board of Directors reviews the dividend on a quarterly basis and establishes the dividend amount based on A&F’s financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other factors, including the potential severity of impacts to the business resulting from COVID-19 and any restrictions related to the Company’s agreements related to the Senior Secured Notes and the ABL Facility.

There can be no assurance that the Company will reinstate its dividend program in the future or, if dividends are paid, that they will be in amounts similar to past dividends.

Historically, the Company has repurchased shares of its Common Stock from time to time, dependent on market and business conditions, with the primary objective to offset dilution from issuances of Common Stock associated with the exercise of employee stock appreciation rights and the vesting of restricted stock units.

Although the dividend program remains suspended, the Company has since resumed share repurchases and may repurchase shares in the future, dependent on various factors, such as market and business conditions, including the Company’s ability to accelerate investments in the business.

The Company may in the future review its dividend program to determine, in light of facts and circumstances at that time, whether and when to reinstate.

Historically, the Company has repurchased shares of its Common Stock from time to time, dependent on market and business conditions, with the objectives of offsetting dilution from issuances of Common Stock associated with the exercise of employee stock appreciation rights and the vesting of restricted stock units and returning excess cash to shareholders.

Shares may be repurchased in the open market, including pursuant to any trading plans established in accordance with Rule 10b5-1 of the Exchange Act, through privately negotiated transactions or other transactions or by a combination of such methods.

Refer to “ ITEM 2.

UNREGISTERED SALES

OF EQUITY SECURITIES AND USE OF PROCEEDS ” of Part II of this Quarterly Report on Form 10-Q for the number of shares remaining available for purchase under the Company’s June 2019 publicly announced stock repurchase authorization.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ” of Part II of this Quarterly Report on Form 10-Q for the number of shares remaining available for purchase under the Company’s publicly announced stock repurchase authorization.

Dividends are declared at the discretion of A&F’s Board of Directors.

A quarterly dividend, of $0.20 per share outstanding, was declared in February and paid in March for Fiscal 2020.

A&F’s Board of Directors reviews and establishes a dividend amount, if any, based on A&F’s financial condition, results of operations, capital requirements, current and projected cash flows, business prospects and other factors, including the potential severity of impacts to the business resulting from COVID-19 and any restrictions under the Company’s agreements related to the Senior Secured Notes and the ABL Facility.

There can be no assurance that the Company will pay dividends in the future or, if dividends are paid, that they will be in amounts similar to past dividends.

Credit facilities and Senior Secured Notes

In July 2020, the Company completed the private offering of the Senior Secured Notes, and received gross proceeds of $350.0 million.

The Senior Secured Notes will mature on July 15, 2025 and bear interest at a rate of 8.75% per annum, with semi-annual interest payments beginning in January 2021.

The Company’s debt related to the Senior Secured Notes is presented on the Condensed Consolidated Balance Sheet, net of the unamortized fees.

As of October 31, 2020, the Company had $350.0 million of gross borrowings outstanding under the Senior Secured Notes.

The Senior Secured Notes will mature on July 15, 2025 and bear interest at a rate of 8.75% per annum, with semi-annual interest payments which began in January 2021.

The Company’s debt related to the Senior Secured Notes is presented on the Condensed Consolidated Balance Sheets, net of the unamortized fees.

As of May 1, 2021, the Company had $350.0 million of gross borrowings outstanding under the Senior Secured Notes.

In addition, the ABL Facility provides for a senior secured asset-based revolving credit facility of up to $400 million.

As of October 31, 2020, the Company did not have any borrowings outstanding under the ABL Facility.

The ABL Facility matures on October 19, 2022.

Details regarding the remaining borrowing capacity under the ABL Facility as of October 31, 2020 are as follows:

(in thousands) October 31, 2020

As of May 1, 2021, the Company did not have any borrowings outstanding under the ABL Facility.

The ABL Facility matures on April 29, 2026.

Details regarding the remaining borrowing capacity under the ABL Facility as of May 1, 2021 are as follows:

(in thousands) May 1, 2021

Borrowing base $ 253,370

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Minimum excess availability (1)

Actual incremental borrowing available $ 345,243

Borrowing available $ 222,533

(1) The Company must maintain excess availability equal to the greater of 10% of the loan cap or $30 million under the ABL Facility.

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The Company’s earnings and profits from its foreign subsidiaries could be repatriated to the U.S., without incurring additional federal income tax.

The Company has determined that the balance of the Company’s undistributed earnings and profits from its foreign subsidiaries as of February 2, 2019 are considered indefinitely reinvested outside of the U.S., and if these funds were to be repatriated to the U.S., the Company would expect to incur an insignificant amount of state income taxes and foreign withholding taxes.

The Company accrues for both state income taxes and foreign withholding taxes with respect to earnings and profits earned after February 2, 2019, in such a manner that these funds could be repatriated without incurring additional taxes.

As of October 31, 2020, $316.4 million of the Company’s $812.9 million of cash and equivalents were held by foreign affiliates.

The Company determined that the balance of the Company’s undistributed earnings and profits from its foreign subsidiaries as of February 2, 2019 are considered indefinitely reinvested outside of the U.S., and if these funds were to be repatriated to the U.S., the Company would expect to incur an insignificant amount of state income taxes and foreign withholding taxes.

As of May 1, 2021, $374.9 million of the Company’s $909.0 million of cash and equivalents were held by foreign affiliates.

The Company is not dependent on dividends from its foreign affiliates to fund its U.S.

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Analysis of cash flows

The table below provides certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended October 31, 2020 and November 2, 2019:

Thirty-nine Weeks Ended

October 31, 2020 November 2, 2019

The table below provides certain components of the Company’s Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended May 1, 2021 and May 2, 2020:

Thirteen Weeks Ended

May 1, 2021 May 2, 2020

(in thousands)

Cash and equivalents, and restricted cash and equivalents, beginning of period $ 1,124,157 $ 692,264

Net cash provided by (used for) operating activities 158,894 (33,839)

Net cash used for investing activities (91,748) (154,373)

Net cash provided by (used for) financing activities 70,129 (122,908)

Net cash used for operating activities (131,350) (140,776)

Net cash (used for) provided by investing activities (14,404) 3,010

Net cash (used for) provided by financing activities (53,191) 171,668

Effect of foreign currency exchange rates on cash (1,021) (3,891)

Net increase (decrease) in cash and equivalents, and restricted cash and equivalents 139,544 (313,806)

Net (decrease) increase in cash and equivalents, and restricted cash and equivalents (199,966) 30,011

Cash and equivalents, and restricted cash and equivalents, end of period $ 924,191 $ 722,275

Operating activities - The year-over-year change in operating cash flows was primarily due to actions taken by the Company during Fiscal 2020 to preserve liquidity and manage cash flows in light of COVID-19, including, but not limited to:

• Partnering with merchandise and non-merchandise vendors regarding payment terms;

• Reducing and altering the cadence of inventory receipts to align inventory with expected market demand;

• Reducing expenses to align operating costs with sales;

• Withdrawing $50.0 million from the overfunded Rabbi Trust assets, which represented the majority of excess funds;

• Suspending rent payments for a significant number of stores that were closed for a period of time during Fiscal 2020 as a result of COVID-19, which, coupled with rent abatements and changes in payment cadence, attributed to a year-over-year decrease in cash paid for operating lease liabilities.

These benefits to operating cash flows were partially offset by lower cash receipts as a result of the 18% decrease in net sales from last year driven by temporary store closures and a decline in store traffic in response to COVID-19 during Fiscal 2020.

The Company continues to engage with its landlords to find a mutually beneficial and agreeable path forward.

Operating activities - During the year-to-date period ended May 1, 2021, the Company recognized higher cash receipts as compared to the year-to-date period ended May 2, 2020 as a result of the 61% year-over-year increase in net sales as the Company experienced widespread temporary store closures in response to COVID-19 during Fiscal 2020.

The Company also took various immediate, aggressive actions during Fiscal 2020 to preserve liquidity and manage cash flows in light of COVID-19 in order to best position the business for key stakeholders, including, but not limited to (i) partnering with merchandise and non-merchandise vendors in regards to payment terms;

(ii) tightly managing inventory receipts to align inventory with expected market demand;

and (iii) significantly reducing expenses to better align operating costs with sales.

The Company also suspended rent payments for a larger proportion of its stores in Fiscal 2020 than it has in Fiscal 2021 related to

stores that were closed for a period of time as a result of COVID-19.

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.

Investing activities - For the thirty-nine weeks ended October 31, 2020, net cash outflows for investing activities were used for capital expenditures of $91.7 million as compared to $154.4 million for the thirty-nine weeks ended November 2, 2019, reflecting actions taken in Fiscal 2020 to preserve liquidity and manage cash flows in light of the COVID-19 pandemic.

Financing activities - For the thirty-nine weeks ended October 31, 2020, net cash provided by financing activities primarily consisted of the issuance of the Senior Secured Notes and receipt of related gross proceeds of $350.0 million and borrowings under the ABL Facility of $210.0 million.

The gross proceeds from the Senior Secured Notes offering were used along with existing cash on hand, to repay all then outstanding borrowings and accrued interest under the Term Loan Facility and ABL Facility, with the remaining net proceeds used towards fees and expenses in connection with such repayments and the offering.

In addition, the Company returned $27.7 million to shareholders during the thirty-nine weeks ended October 31, 2020, prior to the Company’s decision to temporarily suspend its share repurchase and dividend programs in light of COVID-19, as compared to $102.5 million during the thirty-nine weeks ended November 2, 2019.

In addition, during the year-to-date period ended May 1, 2021, the Company finalized an agreement with and paid its landlord partner to settle all remaining obligations related to the SoHo Hollister flagship store in New York City, which closed during the second quarter of Fiscal 2019.

Prior to this new agreement, the Company was required to make payments in aggregate of $80.1 million pursuant to the lease agreements through Fiscal 2028.

The new agreement resulted in an acceleration of payments and provided for a discount resulting in an operating cash outflow of $63.8 million during the year-to-date period ended May 1, 2021.

Investing activities - During the year-to-date period ended May 1, 2021, net cash outflows for investing activities were used for capital expenditures of $14.4 million as compared to $47.0 million for the year-to-date period ended May 2, 2020.

In addition, the year-to-date period ended May 2, 2020, reflects the withdrawal of $50.0 million from the overfunded Rabbi Trust assets, which represented the majority of excess funds, improving the Company’s near-term cash position in light of COVID-19.

Financing activities - During the year-to-date period ended May 2, 2020, in an effort to further improve the Company’s near-term cash position as a precautionary measure in response to COVID-19, the Company borrowed $210.0 million under the ABL Facility.

The Company repaid all outstanding borrowings under the ABL Facility in July 2020, using a portion of the net proceeds from the offering of the Senior Secured Notes and cash on hand.

In addition, during the year-to-date period ended May 2, 2020, the Company repurchased approximately 1.4 million shares of A&F’s Common Stock with a market value of approximately $15.2 million and paid dividends of $12.6 million, prior to the Company’s decision to temporarily suspend its share repurchase and dividend programs in light of COVID-19.

The Company resumed share repurchase activity beginning March 2021 and repurchased approximately 1.1 million shares of A&F’s Common Stock with a market value of approximately $35.2 million during the year-to-date period ended May 1, 2021.

Off-balance sheet arrangements

As of October 31, 2020, the Company did not have any material off-balance sheet arrangements.

As of May 1, 2021, the Company did not have any material off-balance sheet arrangements.

Contractual obligations

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These contractual obligations impact the Company’s short-term and long-term liquidity and capital resource needs.

During the thirteen weeks ended August 1, 2020, the Company issued the Senior Secured Notes, which mature in July 2025.

The Company received $350.0 million in proceeds from this transaction and repaid all outstanding borrowings under the ABL Facility and the Term Loan Facility.

Based on the aggregate principal amount of the Senior Secured Notes outstanding as of October 31, 2020, estimated interest payments related to the Senior Secured Notes are as follows:

(in thousands) Total Fiscal 2020 Fiscal 2021-Fiscal 2023 Fiscal 2024-Fiscal 2025 Fiscal 2026 and thereafter

Interest payments due by period $ 154,231 $ 16,418 $ 91,875 $ 45,938 $ —

There have been no material changes during the thirteen weeks ended October 31, 2020 in the contractual obligations as of February 1, 2020, with the exception of those obligations which occurred in the normal course of business (primarily changes in the Company’s merchandise inventory-related purchases and lease obligations, which fluctuate throughout the year as a result of the seasonal nature of the Company’s operations).

There have been no material changes during the thirteen weeks ended May 1, 2021 in the contractual obligations as of January 30, 2021, with the exception of those obligations which occurred in the normal course of business (primarily changes in the Company’s merchandise inventory-related purchases and lease obligations, which fluctuate throughout the year as a result of the seasonal nature of the Company’s operations).

RECENT ACCOUNTING PRONOUNCEMENTS

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There have been no significant changes in critical accounting policies and estimates since the end of Fiscal 2020.

In Fiscal 2020, the Company incurred significant asset impairment charges which were principally the result of the impact of COVID-19 and were related to certain of the Company’s stores across brands, geographies and store formats.

Additional details regarding the Company's long-lived assets are as follows:

Policy Effect if Actual Results Differ from Assumptions

Long-lived Assets

Long-lived assets, primarily operating lease right-of-use assets, leasehold improvements, furniture, fixtures and equipment, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset group might not be recoverable.

These include, but are not limited to, material declines in operational performance, a history of losses, an expectation of future losses, adverse market conditions and store closure or relocation decisions.

On at least a quarterly basis, the Company reviews for indicators of impairment at the individual store level, the lowest level for which cash flows are identifiable.

Stores that display an indicator of impairment are subjected to an impairment assessment.

The Company’s impairment assessment requires management to make assumptions and judgments related, but not limited, to management’s expectations for future operations and projected cash flows.

The key assumptions used in the Company’s undiscounted future store cash flow models include sales, gross profit and, to a lesser extent, operating expenses.

An impairment loss may be recognized when these undiscounted future cash flows are less than the carrying amount of the asset group.

In the circumstance of impairment, any loss would be measured as the excess of the carrying amount of the asset group over its fair value.

Fair value of the Company’s store-related assets is determined at the individual store level based on the highest and best use of the asset group.

The key assumptions used in the Company’s fair value analysis may include discounted future store cash flows and comparable market rents.

If actual results are not consistent with the estimates and assumptions used, there may be a material impact on the Company’s financial condition or results of operation.

Store assets that were tested for impairment as of October 31, 2020 and not impaired, had long-lived assets with a net book value of $132.2 million, which included $108.8 million of operating lease right-of-use assets, as of October 31, 2020.

Store assets that were previously impaired as of October 31, 2020, had a remaining net book value of $124.8 million, which included $114.1 million of operating lease right-of-use assets, as of October 31, 2020.

NON-GAAP FINANCIAL MEASURES

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The Company believes that each of the non-GAAP financial measures presented in this “ ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” is useful to investors as it provides a meaningful basis to evaluate the Company’s operating performance excluding the effect of certain items that the Company believes do not reflect its future operating outlook, such as certain asset impairment charges related to the Company’s flagship stores and significant impairments primarily attributable to the COVID-19 pandemic, therefore supplementing investors’ understanding of comparability of operations across periods.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” is useful to investors as it provides a meaningful basis to evaluate the Company’s operating performance excluding the effect of certain items that the Company believes do not reflect its future operating outlook, such as certain asset impairment charges related to the Company’s flagship stores and significant impairments primarily attributable to the COVID-19 pandemic, thereby supplementing investors’ understanding of comparability of operations across periods.

Management used these non-GAAP financial measures during the periods presented to assess the Company’s performance and to develop expectations for future operating performance.

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The most directly comparable GAAP financial measure is change in net sales.

In light of store closures related to COVID-19, the Company has not disclosed comparable sales for Fiscal 2020.

In light of store closures related to COVID-19, the Company has not disclosed comparable sales for Fiscal 2020 or Fiscal 2021.

Excluded items

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Excluded items

Asset impairment, exclusive of flagship store exit charges Certain asset impairment charges

Operating income (loss) Certain asset impairment charges

Income tax expense (benefit) (2)

Asset impairment, exclusive of flagship store exit charges Asset impairment charges

Operating income (loss) Asset impairment charges

Income tax expense (2)

Tax effect of pre-tax excluded items

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The per diluted share effect from foreign currency exchange rates is calculated using a 26% effective tax rate.

A reconciliation of financial metrics on a constant currency basis to GAAP for the thirteen and thirty-nine weeks ended October 31, 2020 and November 2, 2019 follows:

(in thousands, except change in net sales, gross profit rate, operating margin and per share data) Thirteen Weeks Ended Thirty-nine Weeks Ended

Net sales October 31, 2020 November 2, 2019 % Change October 31, 2020 November 2, 2019 % Change

A reconciliation of financial metrics on a constant currency basis to GAAP for the thirteen weeks ended May 1, 2021 and May 2, 2020 follows:

(in thousands, except change in net sales, gross profit rate, operating margin and per share data) Thirteen Weeks Ended

Net sales May 1, 2021 May 2, 2020 % Change

GAAP $ 781,405 $ 485,359 61%

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Non-GAAP on a constant currency basis $ 781,405 $ 497,632 57%

Gross profit, exclusive of depreciation and amortization expense October 31, 2020 November 2, 2019 BPS Change (1)

October 31, 2020 November 2, 2019 BPS Change (1)

Gross profit, exclusive of depreciation and amortization expense May 1, 2021 May 2, 2020 BPS Change (1)

GAAP $ 495,134 $ 264,145 900

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Non-GAAP on a constant currency basis $ 495,134 $ 271,529 880

Operating income (loss) October 31, 2020 November 2, 2019 BPS Change (1)

October 31, 2020 November 2, 2019 BPS Change (1)

Operating income (loss) May 1, 2021 May 2, 2020 BPS Change (1)

GAAP $ 57,433 $ (209,127) 5,040

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Adjusted non-GAAP on a constant currency basis $ 60,097 $ (167,099) 4,130

Net income (loss) per diluted share attributable to A&F (3)

October 31, 2020 November 2, 2019 $ Change October 31, 2020 November 2, 2019 $ Change

Net income (loss) per diluted share attributable to A&F May 1, 2021 May 2, 2020 $ Change

GAAP $ 0.64 $ (3.90) $4.54

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(1) The estimated basis point change has been rounded based on the change in the percentage of net sales.

(2) Excluded items for the thirteen and thirty-nine weeks ended October 31, 2020 and November 2, 2019 consist of pre-tax store asset impairment charges and the tax effect of pre-tax excluded items.

(2) Excluded items for the thirteen weeks ended May 1, 2021 and May 2, 2020 consisted of pre-tax store asset impairment charges and the tax effect of pre-tax excluded items.

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-Q

Item 2. Management’s Discussion and Analysis