ABERCROMBIE & FITCH CO /DE/ 10-Q

Item 1. Financial Statements (Unaudited) Abercrombie & Fitch Co. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended May 1, 2021 May 2, 2020 Net sales $ 781,405 $ 485,359 Cost of sales, exclusive of depreciation and amortization 286,271 221,214 Gross profit 495,134 264,145 Stores and distribution expense 316,608 322,124 Marketing, general and administrative expense 120,947 108,257 Flagship store exit benefits ( 1,100 ) ( 543 ) Asset impairment, exclusive of flagship store exit charges 2,664 42,928 Other operating (income) loss, net ( 1,418 ) 506 Operating income (loss) 57,433 ( 209,127 ) Interest expense, net 8,606 3,371 Income (loss) before income taxes 48,827 ( 212,498 ) Income tax expense 6,121 31,533 Net income (loss) 42,706 ( 244,031 ) Less: Net income attributable to noncontrolling interests 938 117 Net income (loss) attributable to A&F $ 41,768 $ ( 244,148 ) Net income (loss) per share attributable to A&F Basic $ 0.67 $ ( 3.90 ) Diluted $ 0.64 $ ( 3.90 ) Weighted-average shares outstanding Basic 62,380 62,541 Diluted 65,305 62,541 Other comprehensive income Foreign currency translation, net of tax $ ( 1,274 ) $ ( 5,399 ) Derivative financial instruments, net of tax 2,599 8,865 Other comprehensive income 1,325 3,466 Comprehensive income (loss) 44,031 ( 240,565 ) Less: Comprehensive income attributable to noncontrolling interests 938 117 Comprehensive income (loss) attributable to A&F $ 43,093 $ ( 240,682 ) The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. 3 Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Balance Sheets (Thousands, except par value amounts) (Unaudited) May 1, 2021 January 30, 2021 Assets Current assets: Cash and equivalents $ 909,008 $ 1,104,862 Receivables 107,821 83,857 Inventories 388,633 404,053 Other current assets 78,727 68,857 Total current assets 1,484,189 1,661,629 Property and equipment, net 533,773 550,587 Operating lease right-of-use assets 839,003 893,989 Other assets 213,585 208,697 Total assets $ 3,070,550 $ 3,314,902 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 236,667 $ 289,396 Accrued expenses 321,906 396,365 Short-term portion of operating lease liabilities 231,750 248,846 Income taxes payable 26,672 24,792 Total current liabilities 816,995 959,399 Long-term liabilities: Long-term portion of operating lease liabilities 844,401 957,588 Long-term borrowings, net 344,278 343,910 Other liabilities 114,926 104,693 Total long-term liabilities 1,303,605 1,406,191 Stockholders’ equity Class A Common Stock - $0.01 par value: 150,000 shares authorized and 103,300 shares issued for all periods presented 1,033 1,033 Paid-in capital 395,277 401,283 Retained earnings 2,169,748 2,149,470 Accumulated other comprehensive loss, net of tax (“AOCL”) ( 100,982 ) ( 102,307 ) Treasury stock, at average cost: 41,365 and 40,901 shares as of May 1, 2021 and January 30, 2021, respectively ( 1,523,902 ) ( 1,512,851 ) Total Abercrombie & Fitch Co. stockholders’ equity 941,174 936,628 Noncontrolling interests 8,776 12,684 Total stockholders’ equity 949,950 949,312 Total liabilities and stockholders’ equity $ 3,070,550 $ 3,314,902 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. 4 Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Stockholders’ Equity (Thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended May 1, 2021 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, January 30, 2021 62,399 $ 1,033 $ 401,283 $ 12,684 $ 2,149,470 $ ( 102,307 ) 40,901 $ ( 1,512,851 ) $ 949,312 Net income — — — 938 41,768 — — — 42,706 Purchase of Common Stock ( 1,077 ) — — — — — 1,077 ( 35,249 ) ( 35,249 ) Share-based compensation issuances and exercises 613 — ( 14,456 ) — ( 21,490 ) — ( 613 ) 24,198 ( 11,748 ) Share-based compensation expense — — 8,450 — — — — — 8,450 Derivative financial instruments, net of tax — — — — — 2,599 — — 2,599 Foreign currency translation adjustments, net of tax — — — — — ( 1,274 ) — — ( 1,274 ) Distributions to noncontrolling interests, net — — — ( 4,846 ) — — — — ( 4,846 ) Ending balance at May 1, 2021 61,935 $ 1,033 $ 395,277 $ 8,776 $ 2,169,748 $ ( 100,982 ) 41,365 $ ( 1,523,902 ) $ 949,950 Thirteen Weeks Ended May 2, 2020 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, February 1, 2020 62,786 $ 1,033 $ 404,983 $ 12,368 $ 2,313,745 $ ( 108,886 ) 40,514 $ ( 1,552,065 ) $ 1,071,178 Net income (loss) — — — 117 ( 244,148 ) — — — ( 244,031 ) Purchase of Common Stock ( 1,397 ) — — — — — 1,397 ( 15,172 ) ( 15,172 ) Dividends ($0.20 per share) — — — — ( 12,556 ) — — — ( 12,556 ) Share-based compensation issuances and exercises 895 — ( 20,241 ) — ( 34,675 ) — ( 895 ) 49,593 ( 5,323 ) Share-based compensation expense — — 5,162 — — — — — 5,162 Derivative financial instruments, net of tax — — — — — 8,865 — — 8,865 Foreign currency translation adjustments, net of tax — — — — — ( 5,399 ) — — ( 5,399 ) Distributions to noncontrolling interests, net — — — ( 4,658 ) — — — — ( 4,658 ) Ending balance at May 2, 2020 62,284 $ 1,033 $ 389,904 $ 7,827 $ 2,022,366 $ ( 105,420 ) 41,016 $ ( 1,517,644 ) $ 798,066 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. 5 Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Cash Flows (Thousands) (Unaudited) Thirteen Weeks Ended As Restated May 1, 2021 May 2, 2020 Operating activities Net income (loss) $ 42,706 $ ( 244,031 ) Adjustments to reconcile net income (loss) to net cash used for operating activities: Depreciation and amortization 37,856 44,037 Asset impairment 2,664 42,928 Loss on disposal 189 6,283 Provision for deferred income taxes 4,231 23,353 Share-based compensation 8,450 5,162 Changes in assets and liabilities: Inventories 15,186 6,320 Accounts payable and accrued expenses ( 133,506 ) ( 72,533 ) Operating lease right-of-use assets and liabilities ( 76,379 ) 20,029 Income taxes 1,751 ( 3,982 ) Other assets ( 34,162 ) 32,213 Other liabilities ( 336 ) ( 555 ) Net cash used for operating activities ( 131,350 ) ( 140,776 ) Investing activities Purchases of property and equipment ( 14,404 ) ( 46,990 ) Withdrawal of funds from Rabbi Trust assets — 50,000 Net cash (used for) provided by investing activities ( 14,404 ) 3,010 Financing activities Proceeds from borrowings under the senior secured asset-based revolving credit facility — 210,000 Payment of debt issuance or modification costs and fees ( 1,490 ) — Purchases of Common Stock ( 35,249 ) ( 15,172 ) Dividends paid — ( 12,556 ) Other financing activities ( 16,452 ) ( 10,604 ) 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 (decrease) increase in cash and equivalents, and restricted cash and equivalents ( 199,966 ) 30,011 Cash and equivalents, and restricted cash and equivalents, beginning of period 1,124,157 692,264 Cash and equivalents, and restricted cash and equivalents, end of period $ 924,191 $ 722,275 Supplemental information related to non-cash activities Purchases of property and equipment not yet paid at end of period $ 22,597 $ 46,174 Operating lease right-of-use assets additions, net of terminations, impairments and other reductions $ 4,856 $ 35,182 Supplemental information related to cash activities Cash paid for interest $ 676 $ 4,387 Cash paid for income taxes $ 1,848 $ 3,714 Cash received from income tax refunds $ 235 $ 568 Cash paid for amounts included in measurement of operating lease liabilities, net of abatements $ 145,052 $ 66,510 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. 6 Table of Contents Abercrombie & Fitch Co. Index for Notes to Condensed Consolidated Financial Statements (Unaudited) Page No. Note 1. NATURE OF BUSINESS 8 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 8 Note 3. IMPACT OF COVID-19 10 Note 4. REVENUE RECOGNITION 11 Note 5. NET INCOME (LOSS) PER SHARE 11 Note 6. FAIR VALUE 11 Note 7. PROPERTY AND EQUIPMENT, NET 13 Note 8. LEASES 13 Note 9. ASSET IMPAIRMENT 14 Note 10. INCOME TAXES 14 Note 11. BORROWINGS 15 Note 12. SHARE-BASED COMPENSATION 16 Note 13. DERIVATIVE INSTRUMENTS 18 Note 14. ACCUMULATED OTHER COMPREHENSIVE LOSS 20 Note 15. SEGMENT REPORTING 21 Note 16. FLAGSHIP STORE EXIT BENEFITS 22 7 Table of Contents Abercrombie & Fitch Co. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. NATURE OF BUSINESS 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 “Abercrombie & Fitch” or 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying Condensed Consolidated Financial Statements include historical financial statements of, and transactions applicable to, the Company and reflect its financial position, results of operations and cash flows. The Company has interests in an Emirati business venture and in a Kuwaiti business venture with Majid al Futtaim Fashion L.L.C. (“MAF”), each of which meets the definition of a variable interest entity (“VIE”). The Company is deemed to be the primary beneficiary of these VIEs; therefore, the Company has consolidated the operating results, assets and liabilities of these VIEs, with MAF’s portion of net income presented as net income attributable to noncontrolling interests (“NCI”) on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and MAF’s portion of equity presented as NCI on the Condensed Consolidated Balance Sheets. Fiscal year The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two week year, but occasionally gives rise to an additional week, resulting in a fifty-three week year. Fiscal years are designated in the Condensed Consolidated Financial Statements and notes, as well as the remainder of this Quarterly Report on Form 10-Q, by the calendar year in which the fiscal year commences. All references herein to the Company’s fiscal years are as follows: Fiscal year Year ended/ ending Number of weeks Fiscal 2019 February 1, 2020 52 Fiscal 2020 January 30, 2021 52 Fiscal 2021 January 29, 2022 52 Interim financial statements The Condensed Consolidated Financial Statements as of May 1, 2021, and for the thirteen week periods ended May 1, 2021 and May 2, 2020, are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in A&F’s Annual Report on Form 10-K for Fiscal 2020 filed with the SEC on March 29, 2021. The January 30, 2021 consolidated balance sheet data, included herein, was derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments (which are of a normal recurring nature) necessary to state fairly, in all material respects, the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for Fiscal 2021. Use of estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Due to the inherent uncertainty involved with estimates, actual results may differ. The extent to which the current outbreak of coronavirus disease (“COVID-19”) 8 Table of Contents continues to impact the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the duration and spread of COVID-19 and the emergence of new variants of the coronavirus, the availability and acceptance of effective vaccines or medical treatments, the impact of COVID-19 on the length or frequency of store closures, and the extent to which COVID-19 will impact worldwide macroeconomic conditions including interest rates, the speed of the economic recovery, and governmental, business and consumer reactions to the pandemic. The Company’s assessment of these, as well as other factors, could impact management's estimates and result in material impacts to the Company’s consolidated financial statements in future reporting periods. Recent accounting pronouncements The Company reviews recent accounting pronouncements on a quarterly basis and has excluded discussion of those not applicable to the Company and those that did not have, or are not expected to have, a material impact on the Company’s consolidated financial statements. Restatement of previously issued financial information As previously disclosed within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2020 Form 10-K, a classification error was identified within the Company’s Condensed Consolidated Statements of Cash Flows in the Condensed Consolidated Financial Statements as of and for the periods ended May 2, 2020, August 1, 2020, and October 31, 2020, related to the presentation of the withdrawal of excess funds from the Company’s Rabbi Trust that occurred during the fiscal quarter ended May 2, 2020. This withdrawal of $ 50.0 million was originally presented incorrectly as a cash inflow from operating activities, rather than as a cash inflow from investing activities. The effects of the classification error on the Condensed Consolidated Statement of Cash Flows were disclosed in “Note 21. Correction of Error in Previously Reported Interim Financial Statements (Unaudited)” of the Notes to Consolidated Financial Statements included within “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of the Company’s Fiscal 2020 Form 10-K. The effects of the classification error on the Condensed Consolidated Statements of Cash Flow for the thirteen weeks ended May 2, 2020 is shown in the table below. Thirteen Weeks Ended As Originally Reported As Restated (in thousands) May 2, 2020 Adjustment May 2, 2020 Net cash used for operating activities $ ( 90,776 ) $ ( 50,000 ) $ ( 140,776 ) Net cash (used for) provided by investing activities $ ( 46,990 ) $ 50,000 $ 3,010 Net cash provided by financing activities $ 171,668 — $ 171,668 Effect of foreign currency exchange rates on cash $ ( 3,891 ) — $ ( 3,891 ) Net increase in cash and equivalents, and restricted cash and equivalents $ 30,011 — $ 30,011 Cash and equivalents, and restricted cash and equivalents, beginning of period $ 692,264 — $ 692,264 Cash and equivalents, and restricted cash and equivalents, end of period $ 722,275 — $ 722,275 The Company’s Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended May 2, 2020 included within this Quarterly Report on Form 10-Q has been restated to reflect the correction of this error. Condensed Consolidated Statements of Cash Flows reconciliation The following table provides a reconciliation of cash and equivalents and restricted cash and equivalents to the amounts shown on the Condensed Consolidated Statements of Cash Flows: (in thousands) Location May 1, 2021 January 30, 2021 May 2, 2020 February 1, 2020 Cash and equivalents Cash and equivalents $ 909,008 $ 1,104,862 $ 703,989 $ 671,267 Long-term restricted cash and equivalents Other assets 14,712 14,814 18,286 18,696 Short-term restricted cash and equivalents Other current assets 471 4,481 — 2,301 Cash and equivalents and restricted cash and equivalents $ 924,191 $ 1,124,157 $ 722,275 $ 692,264 9 Table of Contents 3. IMPACT OF COVID-19 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 imposed travel restrictions and local statutory quarantines and the Company experienced widespread temporary store closures. 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. During the thirteen weeks ended May 2, 2020, the Company experienced a material adverse impact to net sales across brands and regions as a result of widespread temporary store closures in response to COVID-19, which was not offset by year-over-year digital sales growth. During the thirteen weeks ended May 1, 2021, the vast majority of Company-operated stores were fully open for in-store service, but temporary store closures remained in the EMEA region. During periods of temporary store closures, reductions in revenue were not offset by proportional decreases in expense, as the Company continued to incur store occupancy costs such as operating lease costs, net of rent abatements agreed upon during the period, depreciation expense, and certain other costs such as compensation, net of government payroll relief, and administrative expenses resulting in a negative effect on the relationship between the Company’s costs and revenues. During the thirteen weeks ended May 2, 2020, the Company recognized $ 14.8 million of charges to reduce the carrying value of inventory, primarily as a result of COVID-19 and the temporary closure of the Company’s stores, in cost of sales, exclusive of depreciation and amortization on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the thirteen weeks ended May 1, 2021 and May 2, 2020, the Company suspended rent payments for a number of stores that were closed, and continues to engage with its landlords to find a mutually beneficial and agreeable path forward. The Company obtained rent abatements of $ 7.8 million of during the thirteen weeks ended May 1, 2021 and recognized $ 7.7 million of benefits related to these abatements within variable lease cost during the period. Rent abatements obtained during the thirteen weeks ended May 2, 2020 were not significant. As of May 1, 2021 and January 30, 2021, the Company had $ 26.1 million and $ 24.2 million, respectively, related to suspended payments classified within accrued expenses on the Condensed Consolidated Balance Sheets. During the thirteen weeks ended May 1, 2021 and May 2, 2020, the Company recognized qualified payroll-related credits reducing payroll expenses by approximately $ 4.2 million and $ 8.8 million, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). There are also instances where governments have provided wage subsidies through direct payments to the Company’s associates. In these instances, no benefits are recognized on the Consolidated Statements of Operations and Comprehensive (Loss) Income, but the Company does see a reduction in expense incurred. The Company also intends to continue to defer qualified payroll and other tax payments as permitted by regional legislation. During the thirteen weeks ended May 2, 2020, the Company recognized significant asset impairment charges related to the Company’s operating lease right-of-use assets and property and equipment of $ 42.9 million, which were principally the result of the impact of COVID-19 on store cash flows. Refer to Note 9, “ ASSET IMPAIRMENT ,” for additional information. The Company has also experienced other material impacts as a result of COVID-19, such as deferred tax valuation allowances and other tax charges. Refer to Note 10, “ INCOME TAXES ,” for additional information. In March 2020, in an effort to improve the Company’s near-term cash position as a precautionary measure in response to COVID-19, the Company borrowed $ 210.0 million under its senior secured asset-based revolving credit facility (the “ABL Facility”) 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 took additional actions to preserve liquidity in light of the continued global uncertainty presented by COVID-19, and completed a private offering of $350.0 million aggregate principal amount of senior secured notes (the “Senior Secured Notes”). The Company used the net proceeds of such offering to repay all outstanding borrowings under the Company’s term loan facility (the “Term Loan Facility”), to repay a portion of the outstanding borrowings under the ABL Facility and to pay fees and expenses in connection with such repayments and the offering. 10 Table of Contents 4. REVENUE RECOGNITION Disaggregation of revenue All revenues are recognized in net sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). For information regarding the disaggregation of revenue, refer to Note 15, “ SEGMENT REPORTING . ” Contract liabilities The following table details certain contract liabilities representing unearned revenue as of May 1, 2021, January 30, 2021, May 2, 2020 and February 1, 2020: (in thousands) May 1, 2021 January 30, 2021 May 2, 2020 February 1, 2020 Gift card liability $ 27,919 $ 28,561 $ 24,671 $ 28,844 Loyalty program liability $ 19,991 $ 20,426 $ 18,814 $ 23,051 The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen weeks ended May 1, 2021 and May 2, 2020: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Revenue associated with gift card redemptions and gift card breakage $ 16,156 $ 11,009 Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs $ 9,553 $ 5,709 5. NET INCOME (LOSS) PER SHARE Net income (loss) per basic and diluted share attributable to A&F is computed based on the weighted-average number of outstanding shares of Class A Common Stock (“Common Stock”). Additional information pertaining to net income (loss) per share attributable to A&F follows: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Shares of Common Stock issued 103,300 103,300 Weighted-average treasury shares ( 40,920 ) ( 40,759 ) Weighted-average — basic shares 62,380 62,541 Dilutive effect of share-based compensation awards 2,925 — Weighted-average — diluted shares 65,305 62,541 Anti-dilutive shares (1) 1,425 2,195 (1) Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income (loss) per diluted share because the impact would have been anti-dilutive. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can achieve up to 200% of their target vesting amount and are reflected at the maximum vesting amount less any dilutive portion. 6. FAIR VALUE Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs to measure fair value are as follows: • Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date. • Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly. • Level 3—inputs to the valuation methodology are unobservable. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. 11 Table of Contents The three levels of the hierarchy and the distribution of the Company’s assets and liabilities that were measured at fair value on a recurring basis, as of May 1, 2021 and January 30, 2021 were as follows: Assets at Fair Value as of May 1, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents (1) $ 124,293 $ 11,586 $ — $ 135,879 Derivative instruments (2) — 906 — 906 Rabbi Trust assets (3) 1 61,162 — 61,163 Restricted cash equivalents (4) 5,843 4,814 — 10,657 Total assets $ 130,137 $ 78,468 $ — $ 208,605 Liabilities: Derivative instruments (2) $ — $ 2,518 $ — $ 2,518 Total liabilities $ — $ 2,518 $ — $ 2,518 Assets and Liabilities at Fair Value as of January 30, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents (1) $ 296,279 $ 11,589 $ — $ 307,868 Derivative instruments (2) — 79 — 79 Rabbi Trust assets (3) 1 60,789 — 60,790 Restricted cash equivalents (4) 2,943 7,775 — 10,718 Total assets $ 299,223 $ 80,232 $ — $ 379,455 Liabilities: Derivative instruments (2) $ — $ 4,694 $ — $ 4,694 Total liabilities $ — $ 4,694 $ — $ 4,694 (1) Level 1 assets consisted of investments in money market funds. Level 2 assets consist of time deposits. (2) Level 2 assets and liabilities consisted primarily of foreign currency exchange forward contracts. (3) Level 1 assets consisted of investments in money market funds. Level 2 assets consist of trust-owned life insurance policies. (4) Level 1 assets consisted of investments in money market funds. Level 2 assets consist of time deposits. The Company’s Level 2 assets and liabilities consisted of: • Time deposits, which were valued at cost approximating fair value due to the short-term nature of these investments; • Trust-owned life insurance policies which were valued using the cash surrender value of the life insurance policies; and • Derivative instruments, primarily foreign currency exchange forward contracts, which were valued using quoted market prices of the same or similar instruments, adjusted for counterparty risk. Fair value of long-term borrowings The Company’s borrowings under the Senior Secured Notes are carried at historical cost in the accompanying Condensed Consolidated Balance Sheets. The carrying amount and fair value of the Company’s long-term gross borrowings were as follows: (in thousands) May 1, 2021 January 30, 2021 Gross borrowings outstanding, carrying amount $ 350,000 $ 350,000 Gross borrowings outstanding, fair value $ 388,063 $ 389,813 12 Table of Contents 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of: (in thousands) May 1, 2021 January 30, 2021 Property and equipment, at cost $ 2,478,888 $ 2,488,957 Less: Accumulated depreciation and amortization ( 1,945,115 ) ( 1,938,370 ) Property and equipment, net $ 533,773 $ 550,587 Refer to Note 9, “ ASSET IMPAIRMENT ,” for details related to property and equipment impairment charges incurred during the thirteen weeks ended May 1, 2021 and May 2, 2020. 8. LEASES The Company is a party to leases related to its Company-operated retail stores as well as for certain of its distribution centers, office space, information technology and equipment. The following table provides a summary of the Company’s operating lease costs for the thirteen weeks ended May 1, 2021 and May 2, 2020: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Single lease cost (1) $ 69,752 $ 93,492 Variable lease cost (2) 23,166 27,901 Operating lease right-of-use asset impairment (3) 2,464 35,008 Sublease income (4) ( 1,093 ) — Total operating lease cost $ 94,289 $ 156,401 (1) Included amortization and interest expense associated with operating lease right-of-use assets and the impact from remeasurement of operating lease liabilities. (2) Included variable payments related to both lease and nonlease components, such as contingent rent payments made by the Company based on performance, and payments related to taxes, insurance, and maintenance costs, as well as the benefit of $ 7.7 million of rent abatements in Fiscal 2021 related to the effects of the COVID-19 pandemic that resulted in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. (3) Refer to Note 9, “ ASSET IMPAIRMENT ,” for details related to operating lease right-of-use asset impairment charges. (4) The terms of the sublease agreement entered into by the Company during Fiscal 2020 related to one of its previous flagship store locations have not changed materially from that disclosed in Note 8, “LEASES,” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of A&F’s Annual Report on Form 10-K for Fiscal 2020. Sublease income is recognized in other operating (income) loss, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the thirteen weeks ended May 1, 2021 and May 2, 2020, the Company suspended rent payments for a number of stores that were closed as a result of COVID-19, and has been successful in obtaining certain rent abatements and landlord concessions of rent payable. Refer to Note 3. “ I MPACT OF COVID-19 ”, for additional details. As of May 1, 2021, the Company had minimum commitments related to additional operating lease contracts the terms of which have not yet commenced, primarily for its Company-operated retail stores, of approximately $ 4.5 million. 13 Table of Contents 9. ASSET IMPAIRMENT Asset impairment charges for the thirteen weeks ended May 1, 2021 and May 2, 2020 were as follows: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Operating lease right-of-use asset impairment $ 2,464 $ 35,008 Property and equipment asset impairment 200 7,920 Total asset impairment $ 2,664 $ 42,928 Asset impairment charges for the thirteen weeks ended May 1, 2021 related to certain of the Company’s stores across brands, geographies and store formats. The impairment charges for the thirteen weeks ended May 1, 2021 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 6.3 million, including $ 5.7 million related to operating lease right-of-use assets. Asset impairment charges for the thirteen weeks ended May 2, 2020 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. The impairment charges for the thirteen weeks ended May 2, 2020 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 127.9 million, including $ 118.8 million related to operating lease right-of-use assets. 10. INCOME TAXES The quarterly provision for income taxes is based on the current estimate of the annual effective income tax rate and the tax effect of discrete items occurring during the quarter. The Company’s quarterly provision and the estimate of the annual effective tax rate are subject to significant variation due to several factors. These factors include variability in the pre-tax jurisdictional mix of earnings, changes in how the Company does business including entering into new businesses or geographies, changes in foreign currency exchange rates, changes in laws, regulations, interpretations and administrative practices, relative changes in expenses or losses for which tax benefits are not recognized and the impact of discrete items. In addition, jurisdictions where the Company anticipates an ordinary loss for the fiscal year for which the Company does not anticipate future benefits are excluded from the overall computation of estimated annual effective tax rate and no tax benefits are recognized in the period related to losses in such jurisdictions. The impact of these items on the effective tax rate will be greater at lower levels of pre-tax earnings. Impact of valuation allowances and other tax charges During the thirteen weeks ended May 1, 2021, the Company recognized $ 3.1 million of tax benefits due to the utilization of deferred tax assets against projected pre-tax income for the full fiscal year in the U.S., based on information available, on which a valuation allowance had previously been established. During the thirteen weeks ended May 2, 2020, the Company recognized $ 90.9 million of tax charges, ultimately giving rise to income tax expense on a consolidated pre-tax year-to-date loss. Further details regarding these adverse tax impacts are as follows: • The Company anticipated pre-tax losses for the full fiscal year in certain jurisdictions, based on information then available, primarily due to the significant adverse impacts of COVID-19. The Company did not recognize income tax benefits on $ 212.0 million of pre-tax losses during the thirteen weeks ended May 2, 2020, resulting in an adverse tax impact of $ 56.6 million. • The Company recognized charges of $ 34.3 million related to the establishment of valuation allowances and other tax charges in certain jurisdictions during the thirteen weeks ended May 2, 2020, principally as a result of the significant adverse impacts of COVID–19. These charges related to valuation allowances recognized by the Company of $ 10.5 million and $ 6.0 million related to the U.S. and Germany, respectively, as well as valuation allowances and other tax charges in certain other jurisdictions against underlying tax asset balances that existed as of February 1, 2020. The Company also recognized valuation allowances of $ 78.9 million related to Switzerland with a U.S. branch equally offsetting amount, which in net, did not have an impact on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss). Changes in assumptions may occur based on new information that becomes available resulting in adjustments in the period in which a determination is made. The Company continues to review the need for valuation allowances on a quarterly basis. For deferred tax items, primarily occurring in the United States, that are projected to be utilized in the current year against projected income, the corresponding valuation allowance is expected to be released which has reduced the estimated annual effective tax rate. It is reasonably possible, if business conditions continue to improve, that there could be material adjustments over the next 12 months to the total amount of valuation allowances as circumstances may be such that sufficient evidence would exist to indicate that additional deferred taxes currently subject to a valuation allowance are more likely than not to be utilized. It is reasonably possible that 14 Table of Contents sufficient evidence to release certain valuation allowances, primarily in the United States, could exist in Fiscal 2021, however, there is no guarantee that such evidence will exist or that deferred taxes will be utilized. Share-based compensation Refer to Note 12, “ SHARE-BASED COMPENSATION ,” for details on income tax benefits and charges related to share-based compensation awards during the thirteen weeks ended May 1, 2021 and May 2, 2020. 11. BORROWINGS Details on the Company’s long-term borrowings, net, as of May 1, 2021 and January 30, 2021 are as follows: (in thousands) May 1, 2021 January 30, 2021 Long-term portion of borrowings, gross at carrying amount $ 350,000 $ 350,000 Unamortized fees ( 5,722 ) ( 6,090 ) Long-term borrowings, net $ 344,278 $ 343,910 Senior Secured Notes On July 2, 2020, Abercrombie & Fitch Management Co. (“A&F Management”), a wholly-owned indirect subsidiary of A&F, completed the private offering of the Senior Secured Notes, with $ 350.0 million aggregate principal amount due in 2025, at an offering price of 100% of the principal amount thereof and bearing interest at a rate of 8.75 % per annum, with semi-annual interest payments which began in January 2021. The Senior Secured Notes were issued pursuant to an indenture, dated as of July 2, 2020, by and among A&F Management, A&F and certain of A&F’s wholly-owned subsidiaries, as guarantors, and U.S. Bank National Association, as trustee, and as collateral agent. The terms of the Senior Secured Notes have not changed materially from those disclosed in Note 13, “BORROWINGS,” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of A&F’s Annual Report on Form 10-K for Fiscal 2020. ABL Facility On April 29, 2021, Abercrombie & Fitch Management Co. (“A&F Management”), a wholly-owned subsidiary of Abercrombie & Fitch Co. (the “Company”), in A&F Management’s capacity as the lead borrower, and the other borrowers and guarantors party thereto, amended and restated in its entirety the Credit Agreement, dated as of August 7, 2014, as amended on September 10, 2015 and as further amended on October 19, 2017 (as amended and restated, the “Amended and Restated Credit Agreement”), among A&F Management, the other borrowers and guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent for the lenders, and the other parties thereto. The Amended and Restated Credit Agreement continues to provide for a senior secured revolving credit facility of up to $ 400.0 million (the “ABL Facility”), and (i) extends the maturity date of the ABL Facility from October 19, 2022 to April 29, 2026 ; and (ii) modifies the required fee on undrawn commitments under the ABL Facility from 0.25% per annum to either 0.25% or 0.375% per annum (with the ultimate amount dependent on the conditions detailed in the Amended and Restated Credit Agreement). Except for these changes, the terms of the ABL Facility remained substantially unchanged from those disclosed in Note 13, “BORROWINGS,” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of A&F’s Annual Report on Form 10-K for Fiscal 2020. The Company did not have any borrowings outstanding under the ABL Facility as of May 1, 2021 or as of January 30, 2021. As of May 1, 2021, the Company had availability under the ABL Facility of $ 252.5 million, net of $ 0.8 million in outstanding stand-by letters of credit. As the Company must maintain excess availability equal to the greater of 10% of the loan cap or $30 million under the ABL Facility, borrowing available to the Company under the ABL Facility was $ 222.5 million as of May 1, 2021. Representations, warranties and covenants The agreements related to the Senior Secured Notes and the ABL Facility contain various representations, warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of the Company and its subsidiaries to: grant or incur liens; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets, including capital stock of subsidiaries; make investments in certain subsidiaries; pay dividends, make distributions or redeem or repurchase capital stock; change the nature of their business; and consolidate or merge with or into, or sell substantially all of the Company’s or A&F Management’s assets to, another entity. 15 Table of Contents The Senior Secured Notes are guaranteed on a senior secured basis, jointly and severally, by A&F and each of the existing and future wholly-owned domestic restricted subsidiaries of A&F that guarantee or will guarantee A&F Management’s Amended and Restated Credit Agreement or certain future capital markets indebtedness. Certain of the agreements related to the Senior Secured Notes and ABL Facility also contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Company was in compliance with all debt covenants under these agreements as of May 1, 2021. 12. SHARE-BASED COMPENSATION Financial statement impact The following table details share-based compensation expense and the related income tax impacts for the thirteen weeks ended May 1, 2021 and May 2, 2020: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Share-based compensation expense $ 8,450 $ 5,162 Income tax benefit associated with share-based compensation expense recognized (1) $ 298 $ — (1) No income tax benefit was recognized during the thirteen weeks ended May 2, 2020 due to the establishment of a valuation allowance. The following table details discrete income tax benefits and charges related to share-based compensation awards during the thirteen weeks ended May 1, 2021 and May 2, 2020: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Income tax discrete benefits realized for tax deductions related to the issuance of shares (1) $ 3,190 $ — Income tax discrete charges realized upon cancellation of stock appreciation rights (1) ( 3 ) — Total income tax discrete benefits related to share-based compensation awards $ 3,187 $ — (1) No income tax benefit was recognized during the thirteen weeks ended May 2, 2020 due to the establishment of a valuation allowance. The following table details the amount of employee tax withheld by the Company upon the issuance of shares associated with restricted stock units vesting and the exercise of stock appreciation rights for the thirteen weeks ended May 1, 2021 and May 2, 2020: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Employee tax withheld upon issuance of shares (1) $ 11,748 $ 5,323 (1) Classified within other financing activities on the Condensed Consolidated Statements of Cash Flows. Restricted stock units The following table summarizes activity for restricted stock units for the thirteen weeks ended May 1, 2021: Service-based Restricted Stock Units Performance-based Restricted Stock Units Market-based Restricted Stock Units Number of Underlying Shares Weighted- Average Grant Date Fair Value Number of Underlying Shares Weighted- Average Grant Date Fair Value Number of Underlying Shares Weighted- Average Grant Date Fair Value Unvested at January 30, 2021 3,037,098 $ 11.62 297,216 $ 22.43 721,879 $ 21.46 Granted 613,809 31.68 146,580 31.78 73,294 49.81 Adjustments for performance achievement — — ( 106,715 ) 21.31 ( 6,084 ) 33.69 Vested ( 855,914 ) 12.43 — — ( 100,634 ) 33.69 Forfeited ( 32,474 ) 11.98 ( 1,704 ) 23.05 ( 10,657 ) 18.91 Unvested at May 1, 2021 (1) 2,762,519 $ 15.82 335,377 $ 26.87 677,798 $ 22.66 (1) Unvested shares related to restricted stock units with performance-based and market-based vesting conditions are reflected at 100% of their target vesting amount in the table above. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved at up to 200% of their target vesting amount. 16 Table of Contents The following table details unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units as of May 1, 2021: (in thousands) Service-based Restricted Stock Units Performance-based Restricted Stock Units Market-based Restricted Stock Units Unrecognized compensation cost $ 39,044 $ 5,791 $ 10,662 Remaining weighted-average period cost is expected to be recognized (years) 1.4 1.3 1.1 Additional information pertaining to restricted stock units for the thirteen weeks ended May 1, 2021 and May 2, 2020 follows: (in thousands) May 1, 2021 May 2, 2020 Service-based restricted stock units: Total grant date fair value of awards granted $ 19,445 $ 12,005 Total grant date fair value of awards vested $ 10,639 $ 11,519 Performance-based restricted stock units: Total grant date fair value of awards granted $ 4,658 $ — Total grant date fair value of awards vested $ — $ 4,586 Market-based restricted stock units: Total grant date fair value of awards granted $ 3,651 $ — Total grant date fair value of awards vested $ 3,390 $ 4,132 No market-based restricted stock units were granted during the thirteen weeks ended May 2, 2020. The weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during the thirteen weeks ended May 1, 2021 were as follows: May 1, 2021 Grant date market price $ 31.78 Fair value $ 49.81 Assumptions: Price volatility 66 % Expected term (years) 2.9 Risk-free interest rate 0.3 % Dividend yield — % Average volatility of peer companies 72.0 % Average correlation coefficient of peer companies 0.4694 17 Table of Contents Stock appreciation rights The following table summarizes stock appreciation rights activity for the thirteen weeks ended May 1, 2021: Number of Underlying Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life (years) Outstanding at January 30, 2021 384,757 $ 33.04 Granted — — Exercised ( 54,377 ) 22.13 Forfeited or expired ( 34,150 ) 54.87 Outstanding at May 1, 2021 296,230 $ 32.53 $ 2,325,845 3.1 Stock appreciation rights exercisable at May 1, 2021 296,230 $ 32.53 $ 2,325,845 3.1 Stock appreciation rights expected to become exercisable in the future as of May 1, 2021 — $ — $ — 0.0 No stock appreciation rights were exercised during the thirteen weeks ended May 2, 2020. Information pertaining to stock appreciation rights exercised during the thirteen weeks ended May 1, 2021 follows: (in thousands) May 1, 2021 Total grant date fair value of awards exercised $ 427 13. DERIVATIVE INSTRUMENTS The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivative instruments, primarily forward contracts, to manage the financial impacts of these exposures. The Company does not use forward contracts to engage in currency speculation and does not enter into derivative financial instruments for trading purposes. The Company uses derivative instruments, primarily foreign currency exchange forward contracts designated as cash flow hedges, to hedge the foreign currency exchange rate exposure associated with forecasted foreign-currency-denominated intercompany inventory sales to foreign subsidiaries and the related settlement of the foreign-currency-denominated intercompany receivables. Fluctuations in foreign currency exchange rates will either increase or decrease the Company’s intercompany equivalent cash flows and affect the Company’s U.S. Dollar earnings. Gains or losses on the foreign currency exchange forward contracts that are used to hedge these exposures are expected to partially offset this variability. Foreign currency exchange forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed upon settlement date. These foreign currency exchange forward contracts typically have a maximum term of twelve months. The sale of the inventory to the Company’s customers will result in the reclassification of related derivative gains and losses that are reported in AOCL into earnings. The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets/liabilities. Examples of monetary assets/liabilities include cash balances, receivables and payables. Fluctuations in foreign currency exchange rates result in transaction gains or losses being recorded in earnings, as U.S. GAAP requires that monetary assets/liabilities be remeasured at the spot exchange rate at quarter-end or upon settlement. The Company has chosen not to apply hedge accounting to these instruments because there are no differences in the timing of gain or loss recognition on the hedging instruments and the hedged items. As of May 1, 2021, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany inventory sales, the resulting settlement of the foreign-currency-denominated intercompany accounts receivable, or both: (in thousands) Notional Amount (1) Euro $ 125,794 British pound $ 61,264 Canadian dollar $ 17,413 Japanese yen $ 3,931 (1) Amount reported is the U.S. Dollar notional amount outstanding as of May 1, 2021. 18 Table of Contents The fair value of derivative instruments is valued using quoted market prices of the same or similar instruments, adjusted for counterparty risk. The location and amounts of derivative fair values of foreign currency exchange forward contracts on the Condensed Consolidated Balance Sheets as of May 1, 2021 and January 30, 2021 were as follows: (in thousands) Location May 1, 2021 January 30, 2021 Location May 1, 2021 January 30, 2021 Derivatives designated as cash flow hedging instruments Other current assets $ 906 $ 79 Accrued expenses $ 2,518 $ 4,694 Derivatives not designated as hedging instruments Other current assets — — Accrued expenses — — Total $ 906 $ 79 $ 2,518 $ 4,694 Information pertaining to derivative gains or losses from foreign currency exchange forward contracts designated as cash flow hedging instruments for the thirteen weeks ended May 1, 2021 and May 2, 2020 follows: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Gain recognized in AOCL (1) $ 1,144 $ 12,235 (Loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2) $ ( 1,455 ) $ 3,370 (1) Amount represents the change in fair value of derivative contracts. As a result of COVID-19, there was a significant change in the expected timing of previously hedged intercompany sales transactions, resulting in a dedesignation of the related hedge instruments during the thirteen weeks ended May 2, 2020. At the time of dedesignation of these hedges, they were in a net gain position of approximately $ 12.6 million. Due to the extenuating circumstances leading to dedesignation, gains associated with these hedges at the time of dedesignation were deferred in AOCL until being reclassified into cost of goods sold, exclusive of depreciation and amortization when the originally forecasted transactions occurred and the hedged items affected earnings. Subsequent to the dedesignation of these hedges, these hedge contracts were settled in Fiscal 2020. (2) Amount represents (loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the hedged item affects earnings, which is when merchandise is converted to cost of sales, exclusive of depreciation and amortization. Substantially all of the unrealized gain will be recognized in costs of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) over the next twelve months . Additional information pertaining to derivative gains or losses from foreign currency exchange forward contracts not designated as hedging instruments for the thirteen weeks ended May 1, 2021 and May 2, 2020 follows: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 (Loss) gain recognized in other operating (income) loss, net $ ( 468 ) $ 742 19 Table of Contents 14. ACCUMULATED OTHER COMPREHENSIVE LOSS Fo r the thirteen weeks ended May 1, 2021, the activity in AOCL was as follows: Thirteen Weeks Ended May 1, 2021 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at January 30, 2021 $ ( 97,772 ) $ ( 4,535 ) $ ( 102,307 ) Other comprehensive (loss) income before reclassifications ( 1,274 ) 1,144 ( 130 ) Reclassified loss from accumulated other comprehensive loss (1) — 1,455 1,455 Other comprehensive (loss) income after reclassifications (2) ( 1,274 ) 2,599 1,325 Ending balance at May 1, 2021 $ ( 99,046 ) $ ( 1,936 ) $ ( 100,982 ) (1) Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). (2) No income tax benefit was recognized during the period due to the establishment of a valuation allowance in Fiscal 2020. For the thirteen weeks ended May 2, 2020, the activity in AOCL was as follows: Thirteen Weeks Ended May 2, 2020 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at February 1, 2020 $ ( 109,967 ) $ 1,081 $ ( 108,886 ) Other comprehensive (loss) income before reclassifications ( 5,399 ) 12,235 6,836 Reclassified gain from accumulated other comprehensive loss (1) — ( 3,370 ) ( 3,370 ) Other comprehensive (loss) income after reclassifications (2) ( 5,399 ) 8,865 3,466 Ending balance at May 2, 2020 $ ( 115,366 ) $ 9,946 $ ( 105,420 ) (1) Amount represents gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). (2) No income tax benefit was recognized during the period due to the establishment of a valuation allowance. 20 Table of Contents 15. SEGMENT REPORTING The Company’s two operating segments 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, and production and distribution methods, operate in the same regulatory environments, and have been aggregated into one reportable segment. Amounts shown below include net sales from wholesale, franchise and licensing operations, which are not a significant component of total revenue, and are aggregated within their respective operating segment and geographic area. 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) May 1, 2021 May 2, 2020 Hollister $ 442,408 $ 273,012 Abercrombie 338,997 212,347 Total $ 781,405 $ 485,359 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 on the basis of the shipping location provided by customers for digital orders. 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) May 1, 2021 May 2, 2020 U.S. $ 553,846 $ 322,862 EMEA 159,002 112,654 APAC 46,046 32,335 Other 22,511 17,508 International $ 227,559 $ 162,497 Total $ 781,405 $ 485,359 21 Table of Contents 16. FLAGSHIP STORE EXIT BENEFITS Reflecting a continued focus on one of the Company’s key transformation initiatives ‘Global Store Network Optimization,’ the Company continues to pivot away from its large format flagship stores and strives to open smaller, more productive omnichannel focused brand experiences. As a result, the Company has closed certain of its flagship stores and may have additional closures as it executes against this strategy. The Company recognizes impacts related to the exit of its flagship stores in flagship store exit benefits on the Consolidated Statements of Operations and Comprehensive Income (Loss). Details of the (benefits) charges incurred during the thirteen weeks ended May 1, 2021 and May 2, 2020 related to this initiative follow: Thirteen Weeks Ended (in thousands) May 1, 2021 May 2, 2020 Operating lease cost ( 841 ) — Asset disposals and other store-closure costs (1) ( 514 ) — Employee severance and other employee transition costs 255 ( 543 ) Total flagship store exit benefits $ ( 1,100 ) $ ( 543 ) (1) Amounts represent costs incurred or benefits associated with returning the store to its original condition, including updated estimates to previously established accruals for asset retirement obligations and costs to remove inventory and store assets . During the thirteen weeks 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 the fiscal year ending January 30, 2029 (“Fiscal 2028”). The new agreement resulted in an acceleration of payments and provided for a discount resulting in a reduction of operating lease liabilities of $ 65.0 million and a cash outflow of $ 63.8 million to settle all remaining obligations related to this location. This cash outflow was classified within operating lease right-of-use assets and liabilities on the Condensed Consolidated Statement of Cash Flows during the thirteen weeks ended May 1, 2021. The Company recognized a gain of $ 0.9 million in flagship store exit benefits on the Consolidated Statement of Operations and Comprehensive Income (Loss) related to this transaction. In addition, during Fiscal 2020, the Company announced the early exit of four European Abercrombie & Fitch flagship locations, Three of the leases were transferred through assignment while the fourth lease has been subleased to a new tenant. The Company no longer has lease obligations for the three transfers and is scheduled to receive payments to fully offset its lease obligations on the sublease. Refer to Note 8, “ LEASES ,” for additional information on the sublease arrangement. As the Company continues its ‘Global Store Network Optimization’ efforts, it may incur future cash expenditures or incremental charges or realize benefits not currently contemplated due to events that may occur as a result of, or that are associated with, previously announced flagship store closures and flagship store closures that have not yet been finalized. At this time, the Company is not able to quantify the amount of future impacts, including any cash expenditures that may take place in future periods resulting from any potential flagship store closures given the unpredictable nature of lease exit negotiations and ultimate lease renewal decisions. 22 Table of Contents