What changed in this filing

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Item 1. Business

2023-03-27 compared with 2022-03-28 · 142 added, 159 removed, 178 unchanged (63% 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, digitally led omnichannel retailer.

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

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

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

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

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

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Fiscal year Year ended / ending Number of weeks

Fiscal 2019 February 1, 2020 52

Fiscal 2020 January 30, 2021 52

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Fiscal 2022 January 28, 2023 52

Fiscal 2023 February 3, 2024 53

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

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

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.

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.

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 level of digital penetration will continue when stores operate at full capacity.

Current Economic Environment

The current economic environment remained challenging in Fiscal 2022.

The COVID-19 pandemic and its effects on the global economy continued to impact the Company’s operations in Fiscal 2022, including through temporary store closures.

While trends in the severity of new cases of COVID-19 in the U.S.

improved throughout Fiscal 2022, caseloads have periodically increased in certain global regions, most notably, in the Asia-Pacific Region (“APAC”) in conjunction with the easing of strict lockdowns and zero-tolerance policy shutdowns in China.

In addition, while the direct impacts of the COVID-19 pandemic have shown signs of abatement, the Company has experienced various other adverse impacts in the current economic environment, including supply chain disruptions, inflationary pressures including higher freight and labor costs, labor shortages, and weak store traffic.

The adverse consequences of the pandemic and of the current economic environment continue to impact the Company and may persist for some time.

The Company will continue to assess impacts on its operations and financial condition, and will respond as it deems appropriate.

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

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Brand Description

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

Hollister The quintessential apparel brand of the global teen 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 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.

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 At Gilly Hicks, we know that 10 minutes of activity a day can lead to a happier life.

That's why we offer active lifestyle products to help Gen Z customers create happiness through movement.

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

The lifestyle brand creates trend-forward apparel that allows brand lovers 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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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.

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.

Additional information concerning the Company’s segment and geographic information is contained in Note 17, “ SEGMENT REPORTING ” of the Notes to Consolidated Financial Statements included in “ITEM 8.

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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.

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.

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

Always Forward Plan

During the second quarter of Fiscal 2022, the Company announced its 2025 Always Forward Plan, which outlines the Company’s long-term strategy and goals, including growing shareholder value.

The Always Forward Plan is anchored on three strategic growth principles, which are to:

• Execute focused brand growth plans;

• Accelerate an enterprise-wide digital revolution;

• Operate with financial discipline.

The following focus areas for Fiscal 2023 serve as a framework for the Company’s goal of achieving sustainable long-term growth and progressing toward the Always Forward Plan:

• Execute brand growth plans

• Drive Abercrombie brands through marketing and store investment;

• Optimize the Hollister product and brand voice to enable second half growth;

• Support Gilly Hicks growth with an evolved assortment mix

• Execute an enterprise-wide digital revolution

• Complete the current phase of our modernization efforts around key data platforms;

• Continue to progress on our multi-year ERP transformation and cloud migration journey;

• Improve our digital and app experience across key parts of the customer journey

• Operate with financial discipline

• Maintain appropriately lean inventory levels that put Abercrombie and Hollister in a position to chase inventory throughout the year;

• Properly balance investments, inflation and efficiency efforts to improve profitability

Abercrombie & Fitch Co.

2022 Form 10-K

Long-term strategy

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 strategic pillars:

• Inspiring customers;

• Innovating relentlessly;

• Developing leaders.

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 expansion of intimate, omni-enabled store experiences;

enhancing digital and omnichannel capabilities;

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

and improving customer engagement;

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

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

OVERVIEW OF OPERATIONS

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

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:

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

Despite, this acceleration in the shift towards digital channels, 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 drives incremental in-store sales;

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

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

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

• Ship-from-Store, which allows the Company to ship in-store merchandise to customers and increases inventory productivity;

• Cross-channel returns, allowing customers to return merchandise purchased through one channel to a different channel.

The Company also believes that its loyalty programs, Hollister’s Club Cali ® and Abercrombie’s myAbercrombie ® , are important parts of its omnichannel strategy as the Company aims to seamlessly interact and connect with customers across all touchpoints through members-only offers, items and experiences.

The Company also believes that its loyalty programs, Hollister House Rewards ® and Abercrombie’s myAbercrombie ® , are important enablers of its omnichannel strategy as the Company aims to seamlessly interact and connect with customers across all touchpoints through members-only offers, items and experiences.

Under these programs, customers accumulate points primarily based on purchase activity and earn rewards as points are converted at certain thresholds.

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

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

In the third quarter of Fiscal 2022 the Company launched Share2Pay TM , a new payment feature in the Company’s mobile apps that allows customers to easily share their digital shopping bags with a purchaser to complete the purchase.

Initially available exclusively in the Hollister mobile app, as of the first quarter of Fiscal 2023, Share2Pay TM is available across each of the Company’s mobile apps.

The Company continues to develop its mobile capabilities as mobile engagement continues to grow, with over 83% of the Company’s digital traffic generated from mobile devices in Fiscal 2022.

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

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.

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.

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

During Fiscal 2022, the Company opened 59 new store locations, remodeled one store location and right-sized an additional eight store locations.

These stores are designed to be open and inviting, and include accommodating features such as innovative fitting rooms and omnichannel capabilities.

Also included in our new store openings for Fiscal 2022 are 14 Gilly Hicks stand-alone locations.

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

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

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

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 legacy stores.

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.

As part of this initiative, the Company closed 26 stores during Fiscal 2022.

The actions taken in Fiscal 2022 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.

Abercrombie & Fitch Co.

2022 Form 10-K

As of January 28, 2023, all of the retail stores operated by the Company are located in leased facilities, primarily in shopping centers.

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

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

Excludes nine international franchise stores and 14 U.S.

Excludes 12 international franchise stores and 16 U.S.

Company-operated temporary stores as of January 28, 2023.

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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 five U.S.

Excludes 23 international franchise stores and three U.S.

Company-operated temporary stores as of January 28, 2023.

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Third-Party Operations

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

As of 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

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

As of January 28, 2023, the Company had ten wholesale partnerships, primarily internationally.

As of January 28, 2023, the Company’s franchisees operated 35 international franchise stores across the Company’s brands located in Mexico, Qatar and Saudi Arabia.

SOURCING OF MERCHANDISE INVENTORY

The Company works with its network of third-party vendors to supply compelling, on-trend and high-quality product assortments to its customers.

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

The Company works with its network of third-party vendors to supply compelling, high-quality product assortments to its customers.

These vendors are expected to operate in compliance with the laws of their respective countries and all other applicable laws, rules, and regulations and have committed to follow the standards set forth in the Company’s Vendor Code of Conduct, regarding human rights, labor rights, environmental responsibility and workplace safety.

The Company sourced merchandise through approximately 119 vendors located in 16 countries, including the U.S., during Fiscal 2022.

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The Company believes its product sourcing is appropriately distributed among vendors.

Refer to Note 6, “ INVENTORIES ,” for a summary of inventory sourced based on vendor location and dollar cost of merchandise receipts during Fiscal 2021.

Refer to Note 5, “ INVENTORIES ,” of the Notes to Consolidated Financial Statements included in “ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for a summary of inventory sourced based on vendor location and dollar cost of merchandise receipts during Fiscal 2022.

DISTRIBUTION 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.

Abercrombie & Fitch Co.

2022 Form 10-K

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

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Shanghai, China Third-party

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.

Goodyear, Arizona (Serves only digital operations) Third-party

The Company primarily used seven contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its international customers during Fiscal 2022.

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

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discount stores;

and online- exclusive businesses.

and digitally-native brands and online-exclusive businesses.

Additionally, the Company competes for consumers’ discretionary spend with businesses in other product and experiential categories such as technology, restaurants, travel and media content.

The Company competes primarily on the basis of differentiating its brands from competition through:

product, higher quality and increased newness;

The Company competes primarily on the basis of differentiating its brands from those of its competition through product, providing higher quality and increased newness;

brand voice, amplifying and consolidating brand messaging;

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

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.

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The Company intends to continue using its core trademarks and to timely renew each of its registered trademarks that remain in use.

INFORMATION SYSTEMS

The Company’s Company-owned and third-party-operated management information systems consist of a full range of retail, merchandising, human resource and financial systems.

INFORMATION TECHNOLOGY SYSTEMS

The Company’s owned and third-party-operated management information technology systems consist of a full range of retail, merchandising, human resource and financial systems.

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

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

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

Abercrombie & Fitch Co.

2022 Form 10-K

WORKING CAPITAL

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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 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 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.

Highlights of our key human capital management programs and efforts include the following:

• Living a corporate purpose of “Being here for you on the journey to being and becoming who you are.” The Company’s corporate purpose was developed after conducting listening sessions with its associates and its customers, and by weaving in key themes from each of the brand purposes.

• Offering competitive compensation and benefits , to help the Company attract, motivate, and retain the key talent necessary to achieve outstanding business and financial results.

The Company’s compensation offerings includes cash-based and equity-based incentive awards in order to align the interests of associates and stockholders, and in the second half of Fiscal 2021, the Company expanded the pool of associates eligible to receive cash-based incentive awards by extending eligibility to additional associates across various job levels.

In addition, the Company continues to evolve its 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.

We also support our associates and their families beyond our competitive compensation and comprehensive benefits offerings, providing eligible associates with paid parental leave in the United States and internationally based on local law, and in 2022 we started offering adoption and fertility support benefits for eligible associates globally.

• Improving associate engagement through open communication channels 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 2022.

• 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.

• Fostering associate development by providing a wide variety of growth and development opportunities throughout associates’ careers.

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.

In Fiscal 2022, the Company launched the internal job board, which empowers associates to apply for open roles and/or to seek advancement opportunities within the Company.

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

The Company continuously reviews metrics including representation, retention, pay, and promotion among associates from diverse backgrounds, including those in leadership positions.

The Company also encourages associates to enhance their understanding of inclusion and diversity through participating in the Company’s various associate resource groups, which allow associates from different business functions around the world to have discussions, attend activities, and receive materials focused on allyship, community, celebration, and education.

Additionally, the Company invests in inclusion and diversity learning and development opportunities for associates on topics including bias, allyship, and advocacy, conducting roundtable discussions, trainings and workshops.

• Encouraging community involvement of its associates by promoting various charitable, philanthropic, and social awareness programs, which the Company believes fosters a collaborative and rewarding work environment.

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

In partnership with its vendor partners, customers and associates, the Company is proud to support community partners serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion and diversity.

The Company offers its 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 that are designed to enhance the physical, financial, and mental well-being of its associates globally.

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.

The Company also provides regular programming on financial planning and mental health.

Abercrombie & Fitch Co.

2022 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 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.

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 29,600 associates globally as of January 28, 2023, of whom approximately 22,400 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 works councils and unions is not significant and is generally limited to associates in the Company’s European stores.

The proportion 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 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.

A&F’s Board of Directors (the “Board of Directors”) and its committees oversee human capital issues.

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 award 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

Additionally, 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 inclusion and diversity initiatives, health and safety, and philanthropy and community investment matters.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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

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

Set forth below is certain information regarding the executive officers of the Company as of March 24, 2023:

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Executive Roles:

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

• 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)

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

• Former President and Chief Merchandising Officer for all brands of the Company (December 2015 to 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 to 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 to October 2014)

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

• Formerly held various merchandising roles at Bloomingdale’s and various positions at Bergdorf Goodman, Bonwit Teller and Saks Fifth Avenue

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 Conagra Brands, Inc.

CAG), one of North America’s leading branded food companies (July 2021 to present)

• 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 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)

Lipesky, Executive Vice President and Chief Financial Officer

Executive Roles:

• 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)

• Formerly held various leadership roles and finance positions with the Company (November 2007 - October 2016) including:

Chief Financial Officer, Hollister Brand (September 2014 - October 2016);

Vice President, Merchandise Finance (March 2013 - September 2014);

Vice President, Financial Planning and Analysis (November 2012 - March 2013);

and Senior Director, Financial Planning and Analysis (November 2010 - November 2012)

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

• 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 to 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 to October 2017)

• Formerly held various leadership roles and finance positions with the Company (November 2007 to October 2016) including:

Chief Financial Officer, Hollister Brand (September 2014 to October 2016);

Vice President, Merchandise Finance (March 2013 to September 2014);

Vice President, Financial Planning and Analysis (November 2012 to March 2013);

and Senior Director, Financial Planning and Analysis (November 2010 to November 2012)

• Former Corporate Finance Director with FTI Consulting Inc., a global financial services advisory firm

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

Abercrombie & Fitch Co.

2022 Form 10-K

Kristin Scott, President, Global Brands

Executive Roles:

• President, Global Brands of the Company (since November 2018)

• Former Brand President of Hollister (August 2016 - November 2018)

• Formerly held senior positions at Victoria’s Secret, a specialty retailer of women’s intimate and other apparel which sells products at Victoria’s Secret stores and online (December 2007 - April 2016), including:

Executive Vice President, General Merchandise Manager (March 2013 - April 2016);

Senior Vice President, General Merchandise Manager (March 2009 - March 2013);

and Senior Vice President, General Merchandise Manager - Stores (December 2007 - March 2009)

• President, Global Brands of the Company (November 2018 to present)

• Former Brand President of Hollister (August 2016 to November 2018)

Executive Vice President, General Merchandise Manager (March 2013 to April 2016);

Senior Vice President, General Merchandise Manager (March 2009 to March 2013);

and Senior Vice President, General Merchandise Manager - Stores (December 2007 to March 2009)

• 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.

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

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

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

• Formerly held technology roles at Intertex Apparel Group, a manufacturer and importer of branded and private label apparel (July 2002 to 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)

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

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

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

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

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

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

GOVERNMENT REGULATIONS

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and environmental regulations.

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

In addition, certain governments’ responses to COVID-19, such as travel restrictions and local statutory quarantines, negatively impacted the Company’s earnings in Fiscal 2021 as is described further within “ ITEM 7.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% corporate minimum tax on global adjusted financial statement income, expected to become applicable to the Company beginning in Fiscal 2023, and a 1% excise tax on share repurchases in tax years beginning after December 31, 2022.

The Company does not currently expect that the Inflation Reduction Act will have a material impact on its income taxes.

Laws and regulations have had, and may continue to have, a material impact on the Company’s operations as described further within “ ITEM 7.

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

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

OTHER INFORMATION

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

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

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

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

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.

2022 Form 10-K

OTHER INFORMATION

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

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

The SEC maintains a website that contains electronic filings by A&F and other issuers at www.sec.gov.

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

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

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