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 Twenty-six Weeks Ended July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Net sales $ 864,850 $ 698,328 $ 1,646,255 $ 1,183,687 Cost of sales, exclusive of depreciation and amortization 301,365 274,720 587,636 495,934 Gross profit 563,485 423,608 1,058,619 687,753 Stores and distribution expense 325,935 310,370 642,543 632,494 Marketing, general and administrative expense 123,913 97,252 244,860 205,509 Flagship store exit benefits ( 88 ) ( 3,884 ) ( 1,188 ) ( 4,427 ) Asset impairment 786 8,083 3,450 51,011 Other operating income, net ( 1,848 ) ( 2,356 ) ( 3,266 ) ( 1,850 ) Operating income (loss) 114,787 14,143 172,220 ( 194,984 ) Interest expense, net 11,275 7,098 19,881 10,469 Income (loss) before income taxes 103,512 7,045 152,339 ( 205,453 ) Income tax (benefit) expense ( 6,944 ) 1,253 ( 823 ) 32,786 Net income (loss) 110,456 5,792 153,162 ( 238,239 ) Less: Net income attributable to noncontrolling interests 1,956 328 2,894 445 Net income (loss) attributable to A&F $ 108,500 $ 5,464 $ 150,268 $ ( 238,684 ) Net income (loss) per share attributable to A&F Basic $ 1.77 $ 0.09 $ 2.43 $ ( 3.82 ) Diluted $ 1.69 $ 0.09 $ 2.32 $ ( 3.82 ) Weighted-average shares outstanding Basic 61,428 62,527 61,914 62,543 Diluted 64,136 63,286 64,803 62,543 Other comprehensive income (loss) Foreign currency translation, net of tax $ ( 1,986 ) $ 8,734 $ ( 3,260 ) $ 3,335 Derivative financial instruments, net of tax 2,703 ( 2,407 ) 5,302 6,458 Other comprehensive income 717 6,327 2,042 9,793 Comprehensive income (loss) 111,173 12,119 155,204 ( 228,446 ) Less: Comprehensive income attributable to noncontrolling interests 1,956 328 2,894 445 Comprehensive income (loss) attributable to A&F $ 109,217 $ 11,791 $ 152,310 $ ( 228,891 ) 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) July 31, 2021 January 30, 2021 Assets Current assets: Cash and equivalents $ 921,504 $ 1,104,862 Receivables 87,151 83,857 Inventories 415,604 404,053 Other current assets 77,392 68,857 Total current assets 1,501,651 1,661,629 Property and equipment, net 532,795 550,587 Operating lease right-of-use assets 791,036 893,989 Other assets 229,911 208,697 Total assets $ 3,055,393 $ 3,314,902 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 289,475 $ 289,396 Accrued expenses 351,991 396,365 Short-term portion of operating lease liabilities 219,453 248,846 Income taxes payable 26,260 24,792 Total current liabilities 887,179 959,399 Long-term liabilities: Long-term portion of operating lease liabilities 791,793 957,588 Long-term borrowings, net 303,015 343,910 Other liabilities 106,473 104,693 Total long-term liabilities 1,201,281 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 399,891 401,283 Retained earnings 2,275,009 2,149,470 Accumulated other comprehensive loss, net of tax (“AOCL”) ( 100,265 ) ( 102,307 ) Treasury stock, at average cost: 43,609 and 40,901 shares as of July 31, 2021 and January 30, 2021, respectively ( 1,619,102 ) ( 1,512,851 ) Total Abercrombie & Fitch Co. stockholders’ equity 956,566 936,628 Noncontrolling interests 10,367 12,684 Total stockholders’ equity 966,933 949,312 Total liabilities and stockholders’ equity $ 3,055,393 $ 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 July 31, 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, May 1, 2021 61,935 $ 1,033 $ 395,277 $ 8,776 $ 2,169,748 $ ( 100,982 ) 41,365 $ ( 1,523,902 ) $ 949,950 Net income — — — 1,956 108,500 — — — 110,456 Purchase of Common Stock ( 2,374 ) — — — — — 2,374 ( 100,000 ) ( 100,000 ) Share-based compensation issuances and exercises 130 — ( 1,873 ) — ( 3,239 ) — ( 130 ) 4,800 ( 312 ) Share-based compensation expense — — 6,487 — — — — — 6,487 Derivative financial instruments, net of tax — — — — — 2,703 — — 2,703 Foreign currency translation adjustments, net of tax — — — — — ( 1,986 ) — — ( 1,986 ) Distributions to noncontrolling interests, net — — — ( 365 ) — — — — ( 365 ) Ending balance at July 31, 2021 59,691 $ 1,033 $ 399,891 $ 10,367 $ 2,275,009 $ ( 100,265 ) 43,609 $ ( 1,619,102 ) $ 966,933 Thirteen Weeks Ended August 1, 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, May 2, 2020 62,284 $ 1,033 $ 389,904 $ 7,827 $ 2,022,366 $ ( 105,420 ) 41,016 $ ( 1,517,644 ) $ 798,066 Net income — — — 328 5,464 — — — 5,792 Share-based compensation issuances and exercises 81 — ( 1,376 ) — ( 1,919 ) — ( 81 ) 3,202 ( 93 ) Share-based compensation expense — — 3,744 — — — — — 3,744 Derivative financial instruments, net of tax — — — — — ( 2,407 ) — — ( 2,407 ) Foreign currency translation adjustments, net of tax — — — — — 8,734 — — 8,734 Distributions to noncontrolling interests, net — — — ( 226 ) — — — — ( 226 ) Ending balance at August 1, 2020 62,365 $ 1,033 $ 392,272 $ 7,929 $ 2,025,911 $ ( 99,093 ) 40,935 $ ( 1,514,442 ) $ 813,610 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. 5 Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Stockholders’ Equity (Thousands, except per share amounts) (Unaudited) Twenty-six Weeks Ended July 31, 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 — — — 2,894 150,268 — — — 153,162 Purchase of Common Stock ( 3,451 ) — — — — — 3,451 ( 135,249 ) ( 135,249 ) Share-based compensation issuances and exercises 743 — ( 16,329 ) — ( 24,729 ) — ( 743 ) 28,998 ( 12,060 ) Share-based compensation expense — — 14,937 — — — — — 14,937 Derivative financial instruments, net of tax — — — — — 5,302 — — 5,302 Foreign currency translation adjustments, net of tax — — — — — ( 3,260 ) — — ( 3,260 ) Distributions to noncontrolling interests, net — — — ( 5,211 ) — — — — ( 5,211 ) Ending balance at July 31, 2021 59,691 $ 1,033 $ 399,891 $ 10,367 $ 2,275,009 $ ( 100,265 ) 43,609 $ ( 1,619,102 ) $ 966,933 Twenty-six Weeks Ended August 1, 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) — — — 445 ( 238,684 ) — — — ( 238,239 ) 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 976 — ( 21,617 ) — ( 36,594 ) — ( 976 ) 52,795 ( 5,416 ) Share-based compensation expense — — 8,906 — — — — — 8,906 Derivative financial instruments, net of tax — — — — — 6,458 — — 6,458 Foreign currency translation adjustments, net of tax — — — — — 3,335 — — 3,335 Distributions to noncontrolling interests, net — — — ( 4,884 ) — — — — ( 4,884 ) Ending balance at August 1, 2020 62,365 $ 1,033 $ 392,272 $ 7,929 $ 2,025,911 $ ( 99,093 ) 40,935 $ ( 1,514,442 ) $ 813,610 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. 6 Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Cash Flows (Thousands) (Unaudited) Twenty-six Weeks Ended As Restated July 31, 2021 August 1, 2020 Operating activities Net income (loss) $ 153,162 $ ( 238,239 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 72,249 82,753 Asset impairment 3,450 51,011 Loss on disposal 2,188 7,617 (Benefit) Provision for deferred income taxes ( 21,187 ) 23,037 Share-based compensation 14,937 8,906 Loss on extinguishment of debt 5,347 — Changes in assets and liabilities: Inventories ( 11,849 ) ( 18,378 ) Accounts payable and accrued expenses ( 63,562 ) 122,004 Operating lease right-of-use assets and liabilities ( 93,040 ) ( 20,266 ) Income taxes 1,379 ( 7,379 ) Other assets ( 11,575 ) 29,940 Other liabilities ( 1,554 ) 5,227 Net cash provided by operating activities 49,945 46,233 Investing activities Purchases of property and equipment ( 35,269 ) ( 75,621 ) Withdrawal of funds from Rabbi Trust assets — 50,000 Net cash used for investing activities ( 35,269 ) ( 25,621 ) Financing activities Proceeds from issuance of senior secured notes — 350,000 Purchase of senior secured notes ( 46,969 ) — Proceeds from borrowings under the senior secured asset-based revolving credit facility — 210,000 Repayment of borrowings under the term loan facility — ( 233,250 ) Repayment of borrowings under the senior secures asset-based revolving credit facility — ( 210,000 ) Payment of debt issuance or modification costs and fees ( 1,837 ) ( 6,558 ) Purchases of Common Stock ( 135,249 ) ( 15,172 ) Dividends paid — ( 12,556 ) Other financing activities ( 16,192 ) ( 11,135 ) Net cash (used for) provided by financing activities ( 200,247 ) 71,329 Effect of foreign currency exchange rates on cash ( 2,547 ) 1,785 Net (decrease) increase in cash and equivalents, and restricted cash and equivalents ( 188,118 ) 93,726 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 $ 936,039 $ 785,990 Supplemental information related to non-cash activities Purchases of property and equipment not yet paid at end of period $ 35,789 $ 34,865 Operating lease right-of-use assets additions, net of terminations, impairments and other reductions $ 17,159 $ 23,119 Supplemental information related to cash activities Cash paid for interest $ 14,950 $ 8,127 Cash paid for income taxes $ 24,132 $ 8,460 Cash received from income tax refunds $ 570 $ 1,426 Cash paid for amounts included in measurement of operating lease liabilities, net of abatements $ 230,836 $ 122,128 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. 7 Table of Contents Abercrombie & Fitch Co. Index for Notes to Condensed Consolidated Financial Statements (Unaudited) Page No. Note 1. NATURE OF BUSINESS 9 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 9 Note 3. IMPACT OF COVID-19 11 Note 4. REVENUE RECOGNITION 12 Note 5. NET INCOME (LOSS) PER SHARE 12 Note 6. FAIR VALUE 12 Note 7. PROPERTY AND EQUIPMENT, NET 14 Note 8. LEASES 14 Note 9. ASSET IMPAIRMENT 15 Note 10. INCOME TAXES 15 Note 11. BORROWINGS 16 Note 12. SHARE-BASED COMPENSATION 17 Note 13. DERIVATIVE INSTRUMENTS 19 Note 14. ACCUMULATED OTHER COMPREHENSIVE LOSS 21 Note 15. SEGMENT REPORTING 22 Note 16. FLAGSHIP STORE EXIT BENEFITS 23 8 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. The Company’s two brand-based operating segments are Hollister, which includes the Company’s Hollister, Gilly Hicks and Social Tourist brands, and Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands. 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”) and in a U.S. business venture with Dixar L.L.C. (“Dixar”), each of which meets the definition of a variable interest entity (“VIE”). The purpose of these business ventures with MAF is to operate stores in the United Arab Emirates and Kuwait and the purpose of the business venture with Dixar is to hold the intellectual property related to the Social Tourist brand. 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 the noncontrolling interests’ (“NCI”) portions of net income presented as net income attributable to NCI on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and the NCI portion of stockholders 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 July 31, 2021, and for the thirteen and twenty-six week periods ended July 31, 2021 and August 1, 2020, are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim consolidated financial statements. 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 9 Table of Contents involved with estimates, actual results may differ. The extent to which the current outbreak of coronavirus disease (“COVID-19”) 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, such as the Delta variant, of the coronavirus, the availability and acceptance of effective vaccines, boosters or medical treatments, the impact of COVID-19 on the length or frequency of store closures, and the extent to which COVID-19 impacts 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 A&F’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 A&F’’s Fiscal 2020 Form 10-K. The effects of the classification error on the Condensed Consolidated Statement of Cash Flow for the twenty-six weeks ended August 1, 2020 is shown in the table below. Twenty-six Weeks Ended As Originally Reported As Restated (in thousands) August 1, 2020 Adjustment August 1, 2020 Net cash provided by operating activities $ 96,233 $ ( 50,000 ) $ 46,233 Net cash used for investing activities $ ( 75,621 ) $ 50,000 $ ( 25,621 ) Net cash provided by financing activities $ 71,329 — $ 71,329 Effect of foreign currency exchange rates on cash $ 1,785 — $ 1,785 Net increase in cash and equivalents, and restricted cash and equivalents $ 93,726 — $ 93,726 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 $ 785,990 — $ 785,990 The Company’s Condensed Consolidated Statement of Cash Flows for the twenty-six weeks ended August 1, 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 July 31, 2021 January 30, 2021 August 1, 2020 February 1, 2020 Cash and equivalents Cash and equivalents $ 921,504 $ 1,104,862 $ 766,721 $ 671,267 Long-term restricted cash and equivalents Other assets 14,268 14,814 19,269 18,696 Short-term restricted cash and equivalents Other current assets 267 4,481 — 2,301 Cash and equivalents and restricted cash and equivalents $ 936,039 $ 1,124,157 $ 785,990 $ 692,264 10 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, including, but not limited to, the duration and spread of COVID-19, the emergence of new variants of the coronavirus, such as the Delta variant, and the availability and acceptance of effective vaccines, boosters or medical treatments. During the thirteen and twenty-six weeks ended August 1, 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 and twenty-six weeks ended July 31, 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 this period. As of July 31, 2021, all of the Company-operated stores were open for in-store service. 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 and twenty-six weeks ended July 31, 2021 and August 1, 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 $ 5.2 million and $ 13.0 million, respectively, during the thirteen and twenty-six weeks ended July 31, 2021 and recognized all of the benefits related to these abatements within variable lease cost during the applicable periods. Rent abatements obtained during the thirteen and twenty-six weeks ended August 1, 2020 were not significant. As of July 31, 2021 and January 30, 2021, the Company had $ 22.2 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 July 31, 2021 and August 1, 2020, the Company recognized qualified payroll-related credits reducing payroll expenses by approximately $ 0.5 million and $ 3.1 million, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the twenty-six weeks ended July 31, 2021 and August 1, 2020, the Company recognized qualified payroll-related credits reducing payroll expenses by approximately $4.8 million and $11.8 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 Income (Loss), 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 and twenty-six weeks ended August 1, 2020, the Company recognized significant asset impairment charges related to the Company’s operating lease right-of-use assets and property and equipment of $ 8.1 million and $ 51.0 million, respectively, 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 then 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 then 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. 11 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 July 31, 2021, January 30, 2021, August 1, 2020 and February 1, 2020: (in thousands) July 31, 2021 January 30, 2021 August 1, 2020 February 1, 2020 Gift card liability $ 29,038 $ 28,561 $ 22,461 $ 28,844 Loyalty program liability $ 20,962 $ 20,426 $ 19,674 $ 23,051 The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Revenue associated with gift card redemptions and gift card breakage $ 17,353 $ 10,066 $ 33,509 $ 21,075 Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs $ 9,897 $ 7,982 $ 19,450 $ 13,691 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 Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Shares of Common Stock issued 103,300 103,300 103,300 103,300 Weighted-average treasury shares ( 41,872 ) ( 40,773 ) ( 41,386 ) ( 40,757 ) Weighted-average — basic shares 61,428 62,527 61,914 62,543 Dilutive effect of share-based compensation awards 2,708 759 2,889 — Weighted-average — diluted shares 64,136 63,286 64,803 62,543 Anti-dilutive shares (1) 1,194 2,026 1,277 2,123 (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. 12 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 July 31, 2021 and January 30, 2021, were as follows: Assets and Liabilities at Fair Value as of July 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents (1) $ 131,301 $ 46,598 $ — $ 177,899 Derivative instruments (2) — 1,872 — 1,872 Rabbi Trust assets (3) 1 61,538 — 61,539 Restricted cash equivalents (1) 3,109 4,798 — 7,907 Total assets $ 134,411 $ 114,806 $ — $ 249,217 Liabilities: Derivative instruments (2) $ — $ 794 $ — $ 794 Total liabilities $ — $ 794 $ — $ 794 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 (1) 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 consisted 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 consisted of trust-owned life insurance policies. 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) July 31, 2021 January 30, 2021 Gross borrowings outstanding, carrying amount $ 307,730 $ 350,000 Gross borrowings outstanding, fair value $ 340,811 $ 389,813 13 Table of Contents 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of: (in thousands) July 31, 2021 January 30, 2021 Property and equipment, at cost $ 2,485,623 $ 2,488,957 Less: Accumulated depreciation and amortization ( 1,952,828 ) ( 1,938,370 ) Property and equipment, net $ 532,795 $ 550,587 Refer to Note 9, “ ASSET IMPAIRMENT ,” for details related to property and equipment impairment charges incurred during the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Single lease cost (1) $ 70,325 $ 87,698 $ 140,077 $ 181,189 Variable lease cost (2) 19,300 19,433 42,466 47,335 Operating lease right-of-use asset impairment (3) 240 5,410 2,704 40,418 Sublease income (4) ( 1,095 ) — (2,188) — Total operating lease cost $ 88,770 $ 112,541 $ 183,059 $ 268,942 (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 $ 5.2 million and $ 13.0 million of rent abatements during the thirteen and twenty-six weeks ended July 31, 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. Rent abatements obtained during the thirteen and twenty-six weeks ended August 1, 2020 were not significant. (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 with a third party 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 and twenty-six weeks ended July 31, 2021 and August 1, 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. “ IMPACT OF COVID-19 ”, for additional details. As of July 31, 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 $ 2.5 million. 14 Table of Contents 9. ASSET IMPAIRMENT Asset impairment charges for the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020 were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Operating lease right-of-use asset impairment $ 240 $ 5,410 $ 2,704 $ 40,418 Property and equipment asset impairment 546 2,673 746 10,593 Total asset impairment $ 786 $ 8,083 $ 3,450 $ 51,011 Asset impairment charges for the thirteen and twenty-six weeks ended July 31, 2021 related to certain of the Company’s stores across brands, geographies and store formats. The impairment charges for the twenty-six weeks ended July 31, 2021 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 9.4 million, including $ 8.8 million related to operating lease right-of-use assets. Asset impairment charges for the thirteen and twenty-six weeks ended August 1, 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 twenty-six weeks ended August 1, 2020 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 135.5 million, including $ 124.6 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 July 31, 2021, as a result of the improvement seen in business conditions, the Company recognized $ 23.5 million of discrete tax benefits due to the release of valuation allowances, primarily in the U.S. and Germany, and a discrete tax benefit of $ 3.9 million due to the impact of a statutory rate change in the U.K on the valuation of deferred tax assets. The Company also recognized $ 6.7 million of tax benefits related to the utilization of deferred tax assets against projected pre-tax income for the full fiscal year, primarily in the U.S. and Germany, based on information available, on which a valuation allowance had previously been established. During the twenty-six weeks ended July 31, 2021, as a result of the improvement seen in business conditions, the Company recognized $ 23.6 million of discrete tax benefits due to the release of valuation allowances, primarily in the U.S. and Germany, and a discrete tax benefit of $ 3.9 million due to the impact of a statutory rate change in the U.K on the valuation of deferred tax assets. The Company also recognized $ 10.1 million of tax benefits related to the utilization of deferred tax assets against projected pre-tax income for the full fiscal year, primarily in the U.S. and Germany, based on information available, on which a valuation allowance had previously been established. The Company continues to maintain valuation allowances in certain jurisdictions, principally Japan, Korea, and Switzerland. During the twenty-six weeks ended August 1, 2020, the Company recognized $ 84.1 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 $ 204.1 million of pre-tax losses during the twenty-six weeks ended August 1, 2020, resulting in an adverse tax impact of $ 47.6 million. • The Company recognized charges of $ 36.5 million related to the establishment of valuation allowances and other tax charges in certain jurisdictions during the twenty-six weeks ended August 1, 2020, principally as a result of the significant adverse impacts of COVID–19. These charges related to valuation allowances recognized by the Company of $ 10.6 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 15 Table of Contents equally offsetting amount, which in net, did not have an impact on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss). The Company continues to review the need for valuation allowances in certain jurisdictions, principally Japan, Korea and Switzerland, on a quarterly basis. 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. Changes in assumptions may occur based on new information that becomes available resulting in adjustments in the period in which a determination is made. 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020. 11. BORROWINGS Details on the Company’s long-term borrowings, net, as of July 31, 2021 and January 30, 2021 are as follows: (in thousands) July 31, 2021 January 30, 2021 Long-term portion of borrowings, gross at carrying amount $ 307,730 $ 350,000 Unamortized fees ( 4,715 ) ( 6,090 ) Long-term borrowings, net $ 303,015 $ 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. During the thirteen weeks ended July 31, 2021, A&F Management purchased $ 42.3 million of its outstanding Senior Secured Notes and incurred $ 5.3 million of loss on extinguishment of debt, comprised of a premium of $ 4.7 million and the write-off of unamortized fees of $ 0.6 million, in interest expense, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). 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, A&F Management, 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 July 31, 2021 or as of January 30, 2021. As of July 31, 2021, the Company had availability under the ABL Facility of $ 278.6 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 $ 248.6 million as of July 31, 2021. 16 Table of Contents 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. 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 the 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 July 31, 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Share-based compensation expense $ 6,487 $ 3,744 $ 14,937 $ 8,906 Income tax benefit associated with share-based compensation expense recognized (1) $ 1,388 $ — $ 1,686 $ — (1) No income tax benefit was recognized during the thirteen and twenty-six weeks ended August 1, 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Income tax discrete benefits realized for tax deductions related to the issuance of shares (1) $ 826 $ — $ 4,016 $ — Income tax discrete charges realized upon cancellation of stock appreciation rights (1) — — ( 3 ) — Total income tax discrete benefits related to share-based compensation awards (1) $ 826 $ — $ 4,013 $ — (1) No income tax benefit was recognized during the thirteen and twenty-six weeks ended August 1, 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Employee tax withheld upon issuance of shares (1) $ 312 $ 93 $ 12,060 $ 5,416 (1) Classified within other financing activities on the Condensed Consolidated Statements of Cash Flows. 17 Table of Contents Restricted stock units The following table summarizes activity for restricted stock units for the twenty-six weeks ended July 31, 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 659,612 32.38 146,580 31.78 73,294 49.81 Adjustments for performance achievement — — ( 106,715 ) 21.31 ( 6,084 ) 33.69 Vested ( 1,019,420 ) 12.19 — — ( 100,634 ) 33.69 Forfeited ( 45,199 ) 12.73 ( 1,704 ) 23.05 ( 10,657 ) 17.84 Unvested at July 31, 2021 (1) 2,632,091 $ 16.58 335,377 $ 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. 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 July 31, 2021: (in thousands) Service-based Restricted Stock Units Performance-based Restricted Stock Units Market-based Restricted Stock Units Unrecognized compensation cost $ 36,486 $ 5,076 $ 9,330 Remaining weighted-average period cost is expected to be recognized (years) 1.3 1.2 1.0 Additional information pertaining to restricted stock units for the twenty-six weeks ended July 31, 2021 and August 1, 2020 follows: (in thousands) July 31, 2021 August 1, 2020 Service-based restricted stock units: Total grant date fair value of awards granted $ 21,358 $ 13,752 Total grant date fair value of awards vested $ 12,427 $ 12,834 Performance-based restricted stock units: Total grant date fair value of awards granted $ 4,658 $ — Total grant date fair value of awards vested $ — $ 4,635 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 twenty-six weeks ended August 1, 2020. The weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during the twenty-six weeks ended July 31, 2021 were as follows: July 31, 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 18 Table of Contents Stock appreciation rights The following table summarizes stock appreciation rights activity for the twenty-six weeks ended July 31, 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 ( 107,068 ) 26.89 Forfeited or expired ( 34,150 ) 54.87 Outstanding at July 31, 2021 243,539 $ 32.69 $ 2,029,216 2.8 Stock appreciation rights exercisable at July 31, 2021 243,539 $ 32.69 $ 2,029,216 2.8 Stock appreciation rights expected to become exercisable in the future as of July 31, 2021 — $ — $ — 0.0 No stock appreciation rights were exercised during the twenty-six weeks ended August 1, 2020. Information pertaining to stock appreciation rights exercised during the twenty-six weeks ended July 31, 2021 follows: (in thousands) July 31, 2021 Total grant date fair value of awards exercised $ 1,020 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 July 31, 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 $ 123,157 British pound $ 82,236 Canadian dollar $ 18,181 Japanese yen $ 7,120 (1) Amount reported is the U.S. Dollar notional amount outstanding as of July 31, 2021. 19 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 July 31, 2021 and January 30, 2021 were as follows: (in thousands) Location July 31, 2021 January 30, 2021 Location July 31, 2021 January 30, 2021 Derivatives designated as cash flow hedging instruments Other current assets $ 1,872 $ 79 Accrued expenses $ 794 $ 4,694 Derivatives not designated as hedging instruments Other current assets — — Accrued expenses — — Total $ 1,872 $ 79 $ 794 $ 4,694 Information pertaining to derivative gains or losses from foreign currency exchange forward contracts designated as cash flow hedging instruments for the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020 follows: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Gain recognized in AOCL (1) $ 1,084 $ — $ 2,228 $ 12,235 (Loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2) $ ( 1,697 ) $ 2,407 $ ( 3,152 ) $ 5,777 (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 twenty-six weeks ended August 1, 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020 follows: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Gain (loss) recognized in other operating income, net $ 304 $ — $ ( 164 ) $ 742 20 Table of Contents 14. ACCUMULATED OTHER COMPREHENSIVE LOSS Fo r the thirteen and twenty-six weeks ended July 31, 2021, the activity in AOCL was as follows: Thirteen Weeks Ended July 31, 2021 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at May 1, 2021 $ ( 99,046 ) $ ( 1,936 ) $ ( 100,982 ) Other comprehensive (loss) income before reclassifications ( 1,986 ) 1,084 ( 902 ) Reclassified loss from accumulated other comprehensive loss (1) — 1,697 1,697 Tax effect — ( 78 ) ( 78 ) Other comprehensive (loss) income after reclassifications ( 1,986 ) 2,703 717 Ending balance at July 31, 2021 $ ( 101,032 ) $ 767 $ ( 100,265 ) Twenty-six Weeks Ended July 31, 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 ( 3,260 ) 2,228 ( 1,032 ) Reclassified loss from accumulated other comprehensive loss (1) — 3,152 3,152 Tax effect — ( 78 ) ( 78 ) Other comprehensive income after reclassifications ( 3,260 ) 5,302 2,042 Ending balance at July 31, 2021 $ ( 101,032 ) $ 767 $ ( 100,265 ) (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). For the thirteen and twenty-six weeks ended August 1, 2020, the activity in AOCL was as follows: Thirteen Weeks Ended August 1, 2020 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at May 2, 2020 $ ( 115,366 ) $ 9,946 $ ( 105,420 ) Other comprehensive income before reclassifications 8,734 — 8,734 Reclassified gain from accumulated other comprehensive loss (1) — ( 2,407 ) ( 2,407 ) Other comprehensive (loss) income after reclassifications (2) 8,734 ( 2,407 ) 6,327 Ending balance at August 1, 2020 $ ( 106,632 ) $ 7,539 $ ( 99,093 ) Twenty-six Weeks Ended August 1, 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 income before reclassifications 3,335 12,235 15,570 Reclassified gain from accumulated other comprehensive loss (1) — ( 5,777 ) ( 5,777 ) Other comprehensive (loss) income after reclassifications (2) 3,335 6,458 9,793 Ending balance at August 1, 2020 $ ( 106,632 ) $ 7,539 $ ( 99,093 ) (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. 21 Table of Contents 15. SEGMENT REPORTING The Company’s two operating segments are brand-based: Hollister, which includes the Company’s Hollister, Gilly Hicks and Social Tourist 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020 were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Hollister $ 514,483 $ 429,248 $ 956,891 $ 702,260 Abercrombie 350,367 269,080 689,364 481,427 Total $ 864,850 $ 698,328 $ 1,646,255 $ 1,183,687 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 and twenty-six weeks ended July 31, 2021 and August 1, 2020 were as follows: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 U.S. $ 601,767 $ 458,671 $ 1,155,613 $ 781,533 EMEA 190,840 171,297 349,842 283,951 APAC 41,228 41,814 87,274 74,150 Other 31,015 26,546 53,526 44,053 International $ 263,083 $ 239,657 $ 490,642 $ 402,154 Total $ 864,850 $ 698,328 $ 1,646,255 $ 1,183,687 22 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 recognized during the thirteen and twenty-six weeks ended July 31, 2021 and August 1, 2020 related to this initiative follow: Thirteen Weeks Ended Twenty-six Weeks Ended (in thousands) July 31, 2021 August 1, 2020 July 31, 2021 August 1, 2020 Operating lease cost — ( 5,230 ) ( 841 ) ( 5,230 ) Asset disposals and other store-closure costs (1) — ( 3,205 ) ( 514 ) ( 3,205 ) Employee severance and other employee transition costs ( 88 ) 4,551 167 4,008 Total flagship store exit benefits $ ( 88 ) $ ( 3,884 ) $ ( 1,188 ) $ ( 4,427 ) (1) Amounts represent costs incurred or benefits realized 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 within Operating activities on the Condensed Consolidated Statement of Cash Flows during the twenty-six weeks ended July 31, 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. 23 Table of Contents