What changed in this filing

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Item 1. Business

2022-03-28 compared with 2021-03-29 · 131 added, 147 removed, 206 unchanged (57% of the section changed)

Abercrombie & Fitch Co.

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

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

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

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

(“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as the “Company” and “we”), is a global, 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.

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Fiscal 2019 February 1, 2020 52

Fiscal 2020 January 30, 2021 52

Fiscal 2021 January 29, 2022 52

Fiscal 2022 January 28, 2023 52

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

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Impact of COVID-19

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Encouraging contactless payment options, where available;

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

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

• Reducing store hours in select locations;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Optimizing the global store network;

• Enhancing digital and omnichannel capabilities;

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

• Improving customer engagement through loyalty programs and marketing optimization.

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

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

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

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

• Reduced expenses to better align operating costs with sales;

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

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

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

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

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

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

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

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

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

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

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

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

As of January 29, 2022, all U.S.

Company-operated stores were fully open for in-store service;

however, temporary store closures have subsequently been mandated in certain parts of the Asia-Pacific (“APAC”) region in response to COVID-19.

During periods of temporary store closures, reductions in revenue have not been offset by proportional decreases in expense, as the Company continues to incur store occupancy costs such as operating lease costs, 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.

Although U.S.

and global economies have begun to recover from the COVID-19 pandemic as many health and safety restrictions have been lifted and vaccine distribution has increased, certain adverse consequences of the pandemic continue to impact the macroeconomic environment and may persist for some time, including labor shortages and disruptions of global supply chains and temporary store closures.

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 emergence of new variants of coronavirus, such as the Delta and Omicron variants, and the availability and acceptance of effective vaccines, boosters or medical treatments.

The Company plans to follow the guidance of local governments to evaluate whether future store closures will be necessary.

The Company’s digital operations across brands have continued to serve the Company’s customers during periods of temporary store closures.

In response to elevated digital demand during this period, the Company leveraged its omnichannel capabilities by continuing to offer Purchase-Online-Pickup-in-Store, including curbside pickup at a majority of U.S.

locations, and by utilizing ship-from-store capabilities, including same-day delivery across its entire U.S.

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

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

Abercrombie & Fitch Co.

2021 Form 10-K

BRANDS AND SEGMENT INFORMATION

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Brand Description

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

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

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

At Hollister, summer isn’t just a season, it’s a state of mind.

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

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

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

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

Gilly Hicks At Gilly Hicks, we know everyone has their own unique happy place.

We exist to help you find

Gilly Hicks focuses on underwear, loungewear and activewear designed to give all Gen Z

customers their daily dose of happy.

Social Tourist Social Tourist is the creative vision of Hollister and social media personalities Charli and Dixie D’Amelio.

The lifestyle brand creates trend-forward apparel that allows teens to experiment with their style, while exploring the duality of who they are both on social media and in real life.

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

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The Company’s two operating segments as of January 29, 2022 are brand-based:

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

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

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

Additional information concerning the Company’s segment and geographic information is contained in Note 18, “ SEGMENT REPORTING ” of the Notes to Consolidated Financial Statements included in “ITEM 8.

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STRATEGY AND KEY BUSINESS PRIORITIES

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

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

Navigating COVID-19

The Company remains committed to, and confident in, its long-term vision of being a leading digitally-led omnichannel global apparel retailer.

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

Navigating COVID-19 and current geopolitical landscape

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

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

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

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

• Utilizing the Company’s agile supply-chain;

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

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

The Company remains focused on navigating the challenges presented by COVID-19.

The Company continues to monitor the latest developments regarding the ongoing conflict between Russia and Ukraine and the related economic measures taken by the United States, European Union and others.

The Company has no associates, stores or direct operations in Russia or Ukraine, and no significant direct exposure to the Russian ruble.

The duration and outcome of this conflict, any retaliatory actions taken by Russia and the impact on regional or global economies is unknown, but could have a material adverse effect on our business, financial condition and results of our operations.

Abercrombie & Fitch Co.

2021 Form 10-K

Long-term strategy

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

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

• Inspiring customers;

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• Developing leaders.

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

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

The Company continues to evaluate opportunities to make progress on initiatives that position the business for sustainable long-term growth and align with its strategic pillars.

The following priorities serve as a framework for the Company’s achievement of its long-term vision of being a leading digitally-led omnichannel global apparel retailer and achieving sustainable long-term operating margin expansion:

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

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

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

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

enhancing digital and omnichannel capabilities;

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and improving customer engagement;

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

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

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

• Address market opportunities for the Company’s brands across Europe and Asia through the ongoing build-out of the Company’s London and Shanghai teams, which are focused on providing localized products, marketing, and the rollout of omni-enabled new store experiences that cater to local customers in under penetrated international markets.;

• Focus on Gilly Hicks growth by increasing domestic and international awareness through new store experiences, engaging product launches and thoughtful marketing.

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

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

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

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

Stores were the primary fulfillment point for orders prior to Fiscal 2020.

With the impact of the COVID-19 pandemic in Fiscal 2020, the Company experienced an acceleration in sales fulfilled through the digital channel.

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

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

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

• Curbside pickup at a majority of U.S.

• Same-day delivery service across its entire U.S.

Each brand’s website features a “Get It Fast” filter to easily find products that are available, or shoppers can choose the same-day delivery option for available items at checkout.

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

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

Abercrombie & Fitch Co.

2021 Form 10-K

Digital operations

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Store operations

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

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

The Company continues to thoughtfully open new stores and invest in smaller omni-enabled store experiences that align with local customer shopping preferences.

New store formats are designed to provide the opportunity for higher productivity in a smaller footprint.

During Fiscal 2021, the Company opened 38 new store locations, remodeled two store locations and right-sized an additional five store locations.

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

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Stores also serve as local hubs for online engagement as the Company continues to grow its omnichannel capabilities to create seamless shopping experiences.

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

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

As part of this initiative, the Company closed two flagship locations during Fiscal 2021, leaving the Company with five operating flagships at the end of Fiscal 2021, down from seven at the beginning of the year.

In addition, the Company closed 42 non-flagship locations, resulting in 44 total store closures during Fiscal 2021.

These actions reduced total Company store gross square footage by approximately 0.2 million gross square feet, or 3%, as compared to Fiscal 2020 year-end.

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

The actions taken in Fiscal 2021 continued to transform the Company's operating model and reposition the Company for the future as the Company continues to focus on aligning store square footage with digital penetration.

All of the retail stores operated by the Company, as of January 29, 2022, are located in leased facilities, primarily in shopping centers.

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

Excludes 10 international franchise stores and two U.S.

Excludes 10 international franchise stores and five U.S.

Company-operated temporary stores as of January 29, 2022.

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

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

For store count and gross square footage by brand and geographic region as of January 29, 2022 and January 30, 2021, refer to “ ITEM 7.

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

Third-party operations

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

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

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

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

As of January 29, 2022, the Company had nine wholesale partnerships, primarily internationally.

As of January 29, 2022, the Company’s franchisees operated 23 international franchise stores across the brands located in Mexico, Qatar and Saudi Arabia.

Abercrombie & Fitch Co.

2021 Form 10-K

SOURCING OF MERCHANDISE INVENTORY

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Generally, merchandise is shipped directly from vendors to the Company’s distribution centers, where it is received and inspected before being shipped to the Company’s stores or its digital or wholesale customers.

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

The Company relies on both Company-owned and third-party distribution centers to manage the receipt, storage, sorting, packing and distribution of its merchandise.

Additional information pertaining to certain of the Company’s distribution centers as of January 29, 2022 follows:

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Shanghai, China Third-party

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

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

During Fiscal 2021, the Company opened a facility in the Phoenix, Arizona, which replaced the Company’s third-party distribution center in Reno, Nevada to increase capacity and improve fulfillment capabilities.

The Company primarily used four contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its international customers during Fiscal 2021.

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

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

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

Refer to “ ITEM 7.

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

The trademarks Abercrombie & Fitch ® , abercrombie ® , Hollister ® , Gilly Hicks ® and the “Moose” and “Seagull” logos are registered with the U.S.

Abercrombie & Fitch Co.

2021 Form 10-K

The trademarks Abercrombie & Fitch ® , abercrombie ® , Hollister ® , Gilly Hicks ® , Social Tourist ® and the “Moose” and “Seagull” logos are registered with the U.S.

Patent and Trademark Office and registered, or the Company has applications for registration pending, with the registries of countries in key markets within the Company’s sales and distribution channels.

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HUMAN CAPITAL MANAGEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Maintaining competitive compensation and benefit programs helps the Company attract, motivate, and retain the key talent necessary to achieve outstanding business and financial results.

In 2021, the Company expanded the pool of associates eligible to receive cash-based, performance-based incentive awards to include additional job levels.

In addition, the Company continues to evolve its consideration of and approach to work flexibility, including supporting remote work arrangements for key roles and “work from anywhere days and weeks” for our corporate home office associates where feasible.

• Improving associate engagement through open communication channels and with a focus on development.

The Company regularly holds all-company meetings to communicate with its associates.

The Company also collects feedback through various engagement surveys to better understand associate experience and drive improvements, with the most recent organization-wide survey conducted in August 2021.

• Fostering associate development by providing a wide variety of growth and development opportunities throughout associates’ careers in order to be able to pivot resources to align with overall corporate strategies when necessary.

This includes stretch assignments, internal career pathing, self-awareness exercises, and active coaching.

The Company also uses leadership standards to help associates identify the core behaviors essential for their career growth, as well as personal growth, on their journey at the Company.

Abercrombie & Fitch Co.

2021 Form 10-K

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

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

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

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

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

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

The Company provides support to global organizations in the form of donations, volunteerism and in-kind support.

In partnership with its customers and associates, the Company is proud to support community partners with a focus on youth mental health and wellness, diversity, equity and inclusion and environmental advocacy.

The Company supports its associates in giving back to the community through volunteering by offering associates a paid volunteer day each year for eligible volunteer work.

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

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

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

The Company is committed to providing a safe working environment for our people, as well as supporting our people in achieving and maintaining their health and well-being goals.

To support this commitment, the Company provides benefits-eligible associates and their families with access to free and confidential counseling through our Employee Assistance Program, as well as free access to Headspace, a mediation and mindfulness app, and also provides regular programming on financial planning and mental-health.

In response to the ongoing COVID-19 pandemic, we have implemented and continue to implement safety measures in all our facilities to mitigate the spread of COVID-19 and to protect our customers and our store associates, our distribution center associates, and our corporate associates who returned to the office.

During Fiscal 2021, certain segments of the Company’s corporate associate population continued to work-from-home, and after thoughtful planning and while following appropriate laws and health guidance, the Company implemented phased return-to-office protocols.

The Company also provided associates with access to vaccinations by hosting multiple vaccine and booster clinics for global home office and distribution center associates.

The Company employed approximately 31,500 associates globally as of January 29, 2022, of whom approximately 24,500 were part-time associates.

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

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

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

Board oversight

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

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

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

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

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

For example, the Environmental, Social and Governance Committee of the Board of Directors oversees the Company’s strategies, policies and practices regarding social issues and trends, including diversity and inclusion initiatives, health and safety, human rights, and philanthropy and community investment matters.

In addition, among other things, the Compensation and Human Capital Committee of the Board of Directors oversees the Company’s overall compensation structure, policies and programs, as well as administration of our cash-based and equity-based performance incentive programs.

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

Abercrombie & Fitch Co.

2021 Form 10-K

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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• Chief Executive Officer, Principal Executive Officer and Director (since February 2017)

• Former member of the Office of the Chairman of the Company, which was formed in December 2014 to allow for effective management of the Company during a transition in leadership until it was dissolved in February 2017 upon Ms.

Horowitz’s appointment as Chief Executive Officer

• Former President and Chief Merchandising Officer for all brands of the Company (December 2015 - February 2017) and former Brand President of Hollister (October 2014 - December 2015)

• Former President of Ann Taylor Loft, a division of Ascena Retail Group, the parent company of specialty retail fashion brands in North America (October 2013 - October 2014)

• Former President and Chief Merchandising Officer for all brands of the Company (December 2015 - February 2017), former member of the Office of the Chairman of the Company (December 2014 to February 2017) and former Brand President of Hollister (October 2014 - December 2015)

• Former President of Ann Taylor Loft, a division of Ascena Retail Group, Inc., the parent company of specialty retail fashion brands in North America (October 2013 - October 2014)

• Formerly held various roles at Express, Inc., a specialty apparel and accessories retailer of women’s and men’s merchandise (February 2005 - November 2012), including Executive Vice President of Women’s Merchandising and Design (May 2010 - November 2012)

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Other Leadership Roles:

• Member of the Board of Directors of Conagra Brands, Inc., one of North America’s leading branded food companies (July 2021 to present), Audit/Finance Committee

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

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

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

Henchel, Senior Vice President, General Counsel and Corporate Secretary

Executive Roles:

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

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

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

• Formerly held various roles at Cardinal Health, Inc., a global medical device, pharmaceutical and healthcare technology company, including Assistant General Counsel of Cardinal Health (2001 - October 2005), and Senior Litigation Counsel (May 1998 - 2001)

• Formerly held position as a litigation associate with the law firm of Jones Day (September 1993 - May 1998)

Lipesky, Senior Vice President and Chief Financial Officer

Lipesky, Executive Vice President and Chief Financial Officer

Executive Roles:

• Senior Vice President and Chief Financial Officer of the Company, as well as Principal Financial Officer and Principal Accounting Officer of the Company (since October 2017)

• Executive Vice President and Chief Financial Officer of the Company, as well as Principal Financial Officer and Principal Accounting Officer of the Company (since April 2021)

• Senior Vice President and Chief Financial Officer of the Company, as well as Principal Financial Officer and Principal Accounting Officer of the Company (October 2017 - April 2021)

• Prior to rejoining the Company, formerly served as Chief Financial Officer of American Signature, Inc., a privately-held home furnishings company (October 2016 - October 2017)

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

Holly May, Senior Vice President and Chief Human Resource Officer

Executive Roles:

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

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

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

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

Other Leadership Roles:

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

Kristin Scott, President, Global Brands

7 unchanged sentences

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

Abercrombie & Fitch Co.

2021 Form 10-K

Samir Desai, Executive Vice President, Chief Digital Technology Officer

Executive Roles:

• Executive Vice President and Chief Digital and Technology Officer of the Company (since July 2021)

• Formerly held various leadership and technology positions at Equinox Group, a luxury fitness company that operates several lifestyle brands (October 2005 – June 2021), including:

Chief Technology Officer (April 2016 – June 2021), Vice President, Technology (April 2013 – April 2016), Senior Director Technology(April 2011 – April 2013), Director Technology (October 2005 – April 2011)

• Formerly held technology roles at Intertex Apparel Group, a manufacturer and importer of branded and private label apparel (July 2002 – October 2005), including Director, Information Technology.

Henchel, Executive Vice President, General Counsel and Corporate Secretary

Executive Roles:

• Executive Vice President, General Counsel and Corporate Secretary of the Company (since October 2021)

• Senior Vice President, General Counsel and Corporate Secretary of the Company (October 2018 - October 2021)

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

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

• Formerly held various roles at Cardinal Health, Inc., a global medical device, pharmaceutical and healthcare technology company, including Assistant General Counsel (2001 - October 2005), and Senior Litigation Counsel (May 1998 - 2001)

• Formerly held position as a litigation associate with the law firm of Jones Day (September 1993 - May 1998)

GOVERNMENT REGULATIONS

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

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

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

OTHER INFORMATION

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

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

Information on the A&F websites shall not be deemed incorporated by reference into, and do not form any part of, this Form 10-K or any other report or document that A&F files with or furnish to the SEC.

Abercrombie & Fitch Co.

2021 Form 10-K

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

What changed 10-K

Item 1. Business