ABERCROMBIE & FITCH CO /DE/ 10-Q

Item 1. Financial Statements (Unaudited) Abercrombie & Fitch Co. Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended Twenty-Six Weeks Ended July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Net sales $ 935,345 $ 805,091 $ 1,771,339 $ 1,617,853 Cost of sales, exclusive of depreciation and amortization 350,965 339,200 677,165 702,416 Gross profit 584,380 465,891 1,094,174 915,437 Stores and distribution expense 352,730 340,791 684,343 678,334 Marketing, general and administrative expense 144,502 124,168 287,133 246,317 Asset impairment — 2,170 4,436 5,592 Other operating (income) loss, net ( 2,694 ) 953 ( 5,588 ) ( 2,889 ) Operating income (loss) 89,842 ( 2,191 ) 123,850 ( 11,917 ) Interest expense, net 1,097 6,917 4,540 14,224 Income (loss) before income taxes 88,745 ( 9,108 ) 119,310 ( 26,141 ) Income tax expense 30,014 5,634 42,732 3,447 Net income (loss) 58,731 ( 14,742 ) 76,578 ( 29,588 ) Less: Net income attributable to noncontrolling interests 1,837 2,092 3,113 3,715 Net income (loss) attributable to A&F $ 56,894 $ ( 16,834 ) $ 73,465 $ ( 33,303 ) Net income (loss) per share attributable to A&F Basic $ 1.13 $ ( 0.33 ) $ 1.47 $ ( 0.65 ) Diluted $ 1.10 $ ( 0.33 ) $ 1.43 $ ( 0.65 ) Weighted-average shares outstanding Basic 50,322 50,441 49,952 51,262 Diluted 51,548 50,441 51,535 51,262 Other comprehensive loss Foreign currency translation adjustments, net of tax $ ( 3,836 ) $ ( 4,914 ) $ ( 3,525 ) $ ( 15,317 ) Derivative financial instruments, net of tax 2,242 ( 1,729 ) 2,647 ( 17 ) Other comprehensive loss ( 1,594 ) ( 6,643 ) ( 878 ) ( 15,334 ) Comprehensive income (loss) 57,137 ( 21,385 ) 75,700 ( 44,922 ) Less: Comprehensive income attributable to noncontrolling interests 1,837 2,092 3,113 3,715 Comprehensive income (loss) attributable to A&F $ 55,300 $ ( 23,477 ) $ 72,587 $ ( 48,637 ) The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 3 2023 2Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Balance Sheets (Thousands, except par value amounts) (Unaudited) July 29, 2023 January 28, 2023 Assets Current assets: Cash and equivalents $ 617,339 $ 517,602 Receivables 112,597 104,506 Inventories 493,479 505,621 Other current assets 87,850 100,289 Total current assets 1,311,265 1,228,018 Property and equipment, net 553,680 551,585 Operating lease right-of-use assets 714,977 723,550 Other assets 216,792 209,947 Total assets $ 2,796,714 $ 2,713,100 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 323,197 $ 258,895 Accrued expenses 375,544 413,303 Short-term portion of operating lease liabilities 191,700 213,979 Income taxes payable 46,039 16,023 Total current liabilities 936,480 902,200 Long-term liabilities: Long-term portion of operating lease liabilities 692,046 713,361 Long-term borrowings, net 297,385 296,852 Other liabilities 92,019 94,118 Total long-term liabilities 1,081,450 1,104,331 Stockholders’ equity Class A Common Stock: $ 0.01 par value: 150,000 shares authorized and 103,300 shares issued for all periods presented 1,033 1,033 Paid-in capital 410,398 416,255 Retained earnings 2,400,032 2,368,815 Accumulated other comprehensive loss, net of tax (“AOCL”) ( 138,405 ) ( 137,527 ) Treasury stock, at average cost: 53,159 and 54,298 shares as of July 29, 2023 and January 28, 2023, respectively ( 1,904,752 ) ( 1,953,735 ) Total Abercrombie & Fitch Co. stockholders’ equity 768,306 694,841 Noncontrolling interests 10,478 11,728 Total stockholders’ equity 778,784 706,569 Total liabilities and stockholders’ equity $ 2,796,714 $ 2,713,100 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 4 2023 2Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Stockholders’ Equity (Thousands, except per share amounts) (Unaudited) Thirteen Weeks Ended July 29, 2023 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, April 29, 2023 50,062 $ 1,033 $ 400,699 $ 9,116 $ 2,344,522 $ ( 136,811 ) 53,238 $ ( 1,907,586 ) $ 710,973 Net income — — — 1,837 56,894 — — — 58,731 Share-based compensation issuances and exercises 79 — ( 1,860 ) — ( 1,384 ) — ( 79 ) 2,834 ( 410 ) Share-based compensation expense — — 11,559 — — — — — 11,559 Derivative financial instruments, net of tax — — — — — 2,242 — — 2,242 Foreign currency translation adjustments, net of tax — — — — — ( 3,836 ) — — ( 3,836 ) Distributions to noncontrolling interests, net — — — ( 475 ) — — — — ( 475 ) Ending balance at July 29, 2023 50,141 $ 1,033 $ 410,398 $ 10,478 $ 2,400,032 $ ( 138,405 ) 53,159 $ ( 1,904,752 ) $ 778,784 Thirteen Weeks Ended July 30, 2022 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, April 30, 2022 50,442 $ 1,033 $ 398,412 $ 9,444 $ 2,350,807 $ ( 123,397 ) 52,858 $ ( 1,931,494 ) $ 704,805 Net income (loss) — — — 2,092 ( 16,834 ) — — — ( 14,742 ) Purchase of Common Stock ( 1,000 ) — — — 1,000 ( 17,775 ) ( 17,775 ) Share-based compensation issuances and exercises 29 — ( 1,045 ) — ( 106 ) — ( 29 ) 1,070 ( 81 ) Share-based compensation expense — — 7,760 — — — — — 7,760 Derivative financial instruments, net of tax — — — — — ( 1,729 ) — — ( 1,729 ) Foreign currency translation adjustments, net of tax — — — — — ( 4,914 ) — — ( 4,914 ) Distributions to noncontrolling interests, net — — — ( 397 ) — — — — ( 397 ) Ending balance at July 30, 2022 49,471 $ 1,033 $ 405,127 $ 11,139 $ 2,333,867 $ ( 130,040 ) 53,829 $ ( 1,948,199 ) $ 672,927 Abercrombie & Fitch Co. 5 2023 2Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Stockholders’ Equity (Thousands, except per share amounts) (Unaudited) Twenty-Six Weeks Ended July 29, 2023 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, January 28, 2023 49,002 $ 1,033 $ 416,255 $ 11,728 $ 2,368,815 $ ( 137,527 ) 54,298 $ ( 1,953,735 ) $ 706,569 Net income — — — 3,113 73,465 — — — 76,578 Share-based compensation issuances and exercises 1,139 — ( 25,504 ) — ( 42,248 ) — ( 1,139 ) 48,983 ( 18,769 ) Share-based compensation expense — — 19,647 — — — — — 19,647 Derivative financial instruments, net of tax — — — — — 2,647 — — 2,647 Foreign currency translation adjustments, net of tax — — — — — ( 3,525 ) — — ( 3,525 ) Distributions to noncontrolling interests, net — — — ( 4,363 ) — — — — ( 4,363 ) Ending balance at July 29, 2023 50,141 $ 1,033 $ 410,398 $ 10,478 $ 2,400,032 $ ( 138,405 ) 53,159 $ ( 1,904,752 ) $ 778,784 Twenty-Six Weeks Ended July 30, 2022 Common Stock Paid-in capital Non-controlling interests Retained earnings AOCL Treasury stock Total stockholders’ equity Shares outstanding Par value Shares At average cost Balance, January 29, 2022 52,985 $ 1,033 $ 413,190 $ 11,234 $ 2,386,156 $ ( 114,706 ) 50,315 $ ( 1,859,583 ) $ 837,324 Net income (loss) — — — 3,715 ( 33,303 ) — — — ( 29,588 ) Purchase of Common Stock ( 4,260 ) — — — 4,260 ( 117,775 ) ( 117,775 ) Share-based compensation issuances and exercises 746 — ( 24,179 ) — ( 18,986 ) — ( 746 ) 29,159 ( 14,006 ) Share-based compensation expense — — 16,116 — — — — — 16,116 Derivative financial instruments, net of tax — — — — — ( 17 ) — — ( 17 ) Foreign currency translation adjustments, net of tax — — — — — ( 15,317 ) — — ( 15,317 ) Distributions to noncontrolling interests, net — — — ( 3,810 ) — — — — ( 3,810 ) Ending balance at July 30, 2022 49,471 $ 1,033 $ 405,127 $ 11,139 $ 2,333,867 $ ( 130,040 ) 53,829 $ ( 1,948,199 ) $ 672,927 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 6 2023 2Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Condensed Consolidated Statements of Cash Flows (Thousands) (Unaudited) Twenty-Six Weeks Ended July 29, 2023 July 30, 2022 Operating activities Net income (loss) $ 76,578 $ ( 29,588 ) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization 72,411 65,543 Asset impairment 4,436 5,592 Loss (gain) on disposal 1,622 ( 1,083 ) Benefit from deferred income taxes ( 822 ) ( 1,629 ) Share-based compensation 19,647 16,116 Changes in assets and liabilities: Inventories 11,909 ( 184,657 ) Accounts payable and accrued expenses 40,954 ( 34,013 ) Operating lease right-of-use assets and liabilities ( 36,289 ) ( 41,122 ) Income taxes 28,281 ( 17,154 ) Other assets 1,115 ( 38,436 ) Other liabilities ( 3,514 ) 698 Net cash provided by (used for) operating activities 216,328 ( 259,733 ) Investing activities Purchases of property and equipment ( 89,780 ) ( 59,582 ) Proceeds from the sale of property and equipment — 7,972 Net cash used for investing activities ( 89,780 ) ( 51,610 ) Financing activities Payment of debt modification costs and fees ( 17 ) — Purchases of Common Stock — ( 117,775 ) Other financing activities ( 23,325 ) ( 17,649 ) Net cash used for financing activities ( 23,342 ) ( 135,424 ) Effect of foreign currency exchange rates on cash ( 3,672 ) ( 7,567 ) Net increase (decrease) in cash and equivalents, and restricted cash and equivalents 99,534 ( 454,334 ) Cash and equivalents, and restricted cash and equivalents, beginning of period 527,569 834,368 Cash and equivalents, and restricted cash and equivalents, end of period $ 627,103 $ 380,034 Supplemental information related to non-cash activities Purchases of property and equipment not yet paid at end of period $ 45,506 $ 50,133 Operating lease right-of-use assets additions, net of terminations, impairments and other reductions 91,007 139,751 Supplemental information related to cash activities Cash paid for interest 13,108 13,463 Cash paid for income taxes 16,565 24,566 Cash received from income tax refunds 442 139 Cash paid for amounts included in measurement of operating lease liabilities, net of abatements 156,486 159,423 The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements. Abercrombie & Fitch Co. 7 2023 2Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Index for Notes to Condensed Consolidated Financial Statements (Unaudited) Page No. Note 1. NATURE OF BUSINESS 9 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 9 Note 3. REVENUE RECOGNITION 11 Note 4. NET INCOME (LOSS) PER SHARE 11 Note 5. FAIR VALUE 12 Note 6. PROPERTY AND EQUIPMENT, NET 13 Note 7. LEASES 13 Note 8. ASSET IMPAIRMENT 14 Note 9. INCOME TAXES 14 Note 10. BORROWINGS 14 Note 11. SHARE-BASED COMPENSATION 16 Note 12. DERIVATIVE INSTRUMENTS 18 Note 13. ACCUMULATED OTHER COMPREHENSIVE LOSS 19 Note 14. SEGMENT REPORTING 20 Abercrombie & Fitch Co. 8 2023 2Q Form 10-Q Table of Contents Abercrombie & Fitch Co. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. NATURE OF BUSINESS Abercrombie & Fitch Co. (“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as “Abercrombie & Fitch” or the “Company”), is a global, digitally-led omnichannel retailer. The Company offers a broad assortment of apparel, personal care products and accessories for men, women and kids, which are sold primarily through its digital channels and Company-owned stores, as well as through various third-party arrangements. During the second quarter of Fiscal 2023, to leverage the knowledge and experience of our regional teams to better drive brand growth, the Company reorganized its structure and now manages its business on a geographic basis, consisting of three reportable segments: Americas; Europe, the Middle East and Africa (EMEA); and Asia-Pacific (APAC). Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments, and therefore are included as a reconciling item between segment and total operating income (loss). There was no impact on consolidated net sales, operating income (loss) or net income (loss) per share as a result of these changes. All prior periods presented are recast to conform to the new segment presentation. The Company’s brands include Abercrombie brands, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands, and Hollister brands, which includes the Company’s Hollister, Gilly Hicks, and Social Tourist brands. These 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying Condensed Consolidated Financial Statements include historical financial statements of, and transactions applicable to, the Company and reflect its financial position, results of operations and cash flows. The Company has interests in Emirati and Kuwaiti business ventures with Majid al Futtaim Fashion L.L.C. (“MAF”) and in a United States of America (the “U.S.”) business venture with Dixar L.L.C. (“Dixar”), each of which meets the definition of a variable interest entity (“VIE”). The purpose of the business ventures with MAF is to operate stores in the United Arab Emirates and Kuwait and the purpose of the business venture with Dixar is to hold the intellectual property related to the Social Tourist brand. The Company is deemed to be the primary beneficiary of these VIEs; therefore, the Company has consolidated the operating results, assets and liabilities of these VIEs, with the noncontrolling interests’ (“NCI”) portions of net income (loss) presented as net income attributable to NCI on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and the NCI portion of stockholders’ equity presented as NCI on the Condensed Consolidated Balance Sheets. Fiscal year The Company’s fiscal year ends on the Saturday closest to January 31. This typically results in a fifty-two week year, but occasionally gives rise to an additional week, resulting in a fifty-three week year, as will be the case in Fiscal 2023. Fiscal years are designated in the Condensed Consolidated Financial Statements and notes, as well as the remainder of this Quarterly Report on Form 10-Q, by the calendar year in which the fiscal year commences. All references herein to the Company’s fiscal years are as follows: Fiscal year Year ended/ending Number of weeks Fiscal 2022 January 28, 2023 52 Fiscal 2023 February 3, 2024 53 Fiscal 2024 February 1, 2025 52 Interim financial statements The Condensed Consolidated Financial Statements as of July 29, 2023, and for the thirteen and twenty-six week periods ended July 29, 2023 and July 30, 2022, are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim consolidated financial statements. Accordingly, the Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in A&F’s Annual Report on Form 10-K for Fiscal 2022 filed with the SEC on March 27, 2023 (the “Fiscal 2022 Form 10-K”). The January 28, 2023 consolidated balance sheet data, included herein, were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). Abercrombie & Fitch Co. 9 2023 2Q Form 10-Q Table of Contents In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments (which are of a normal recurring nature) necessary to state fairly, in all material respects, the financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for Fiscal 2023. Use of estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. Due to the inherent uncertainty involved with estimates, actual results may differ. Additionally, these estimates and assumptions may change as a result of the impact of conditions affecting the global economy, such as the uncertainty regarding the economy, rising interest rates, continued inflation, fluctuation in foreign exchange rates, and the ongoing conflict in Ukraine, and result in material impacts to the Company’s consolidated financial statements in future reporting periods. Recent accounting pronouncements The Company reviews recent accounting pronouncements on a quarterly basis and has excluded discussion of those not applicable to the Company and those that did not have, or are not expected to have, a material impact on the Company’s consolidated financial statements. The following table provides a brief description of certain accounting pronouncements that the company has adopted. Accounting Standards Update (ASU) Description Date of adoption Effect on the financial statements or other significant matters ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations The update relates to disclosure requirements for buyers in supplier finance programs. The amendments in the update require that a buyer disclose qualitative and quantitative information about their supplier finance programs. Interim and annual requirements include disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a roll-forward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs. This update is effective for annual periods beginning after December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective for fiscal years beginning after December 15, 2023. January 29, 2023 The Company adopted the changes to the standard under the retrospective method in the first quarter of Fiscal 2023, except for roll-forward information, which is effective for fiscal years beginning after December 15, 2023. The adoption of this guidance did not have a significant impact on the Company's condensed consolidated financial statements. Supply Chain Finance Program Under the supply chain finance (“SCF”) program, which is administered by a third party, the Company’s vendors, at their sole discretion, are given the opportunity to sell receivables from the Company to a participating financial institution at a discount that leverages the Company’s credit profile. The commercial terms negotiated by the Company with its vendors are consistent, irrespective of whether a vendor participates in the SCF program. A participating vendor has the option to be paid by the financial institution earlier than the original invoice due date. The Company’s responsibility is limited to making payment on the terms originally negotiated by the Company with each vendor, regardless of whether the vendor sells its receivable to a financial institution. If a vendor chooses to participate in the SCF program, the Company pays the financial institution the stated amount of confirmed merchandise invoices on the stated maturity date, which are primarily 75 days from the invoice date. The agreement with the financial institution does not require the Company to provide assets pledged as security or other forms of guarantees for the SCF program. As of July 29, 2023 and January 28, 2023, $ 79.8 million and $ 68.4 million of SCF program liabilities were recorded in accounts payable in the Condensed Consolidated Balance Sheet, respectively, and reflected as a cash flow from operating activities in the Condensed Consolidated Statements of Cash Flows when settled. Abercrombie & Fitch Co. 10 2023 2Q Form 10-Q Table of Contents Condensed Consolidated Statements of Cash Flows reconciliation The following table provides a reconciliation of cash and equivalents and restricted cash and equivalents to the amounts shown on the Condensed Consolidated Statements of Cash Flows: (in thousands) Location July 29, 2023 January 28, 2023 July 30, 2022 January 29, 2022 Cash and equivalents Cash and equivalents $ 617,339 $ 517,602 $ 369,957 $ 823,139 Long-term restricted cash and equivalents Other assets 9,764 9,967 10,077 11,229 Cash and equivalents and restricted cash and equivalents $ 627,103 $ 527,569 $ 380,034 $ 834,368 3. REVENUE RECOGNITION Disaggregation of revenue All revenues are recognized in net sales in the Condensed Consolidated Statements of Operations and Comprehensive Income. For information regarding the disaggregation of revenue, refer to Note 14, “ SEGMENT REPORTING . ” Contract liabilities The following table details certain contract liabilities representing unearned revenue as of July 29, 2023, January 28, 2023, July 30, 2022 and January 29, 2022: (in thousands) July 29, 2023 January 28, 2023 ⁽¹⁾ July 30, 2022 January 29, 2022 ⁽¹⁾ Gift card liability (1) $ 36,967 $ 39,235 $ 35,205 $ 36,984 Loyalty programs liability 23,969 25,640 21,525 22,757 (1) Includes $ 26.4 million and $ 23.9 million of revenue recognized during the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively, that was included in the gift card liability at the beginning of January 28, 2023 and January 29, 2022, respectively. The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Revenue associated with gift card redemptions and gift card breakage $ 24,426 $ 22,652 $ 48,650 $ 45,653 Revenue associated with reward redemptions and breakage related to the Company’s loyalty programs 11,636 10,630 23,918 20,811 4. NET INCOME (LOSS) PER SHARE Net income (loss) per basic and diluted share attributable to A&F is computed based on the weighted-average number of outstanding shares of A&F’s Class A Common Stock, $0.01 par value (“Common Stock”). The following table provides additional information pertaining to net income (loss) per share attributable to A&F for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Shares of Common Stock issued 103,300 103,300 103,300 103,300 Weighted-average treasury shares ( 52,978 ) ( 52,859 ) ( 53,348 ) ( 52,038 ) Weighted-average — basic shares 50,322 50,441 49,952 51,262 Dilutive effect of share-based compensation awards 1,226 — 1,583 — Weighted-average — diluted shares 51,548 50,441 51,535 51,262 Anti-dilutive shares (1) 1,453 4,209 1,779 4,245 (1) Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income (loss) per diluted share because the impact would have been anti-dilutive. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can achieve up to 200% of their target vesting amount and are reflected at the maximum vesting amount less any dilutive portion. Abercrombie & Fitch Co. 11 2023 2Q Form 10-Q Table of Contents 5. FAIR VALUE Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs to measure fair value are as follows: • Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date. • Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly. • Level 3—inputs to the valuation methodology are unobservable. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The following table provides the three levels of the hierarchy and the distribution of the Company’s assets measured at fair value on a recurring basis, as of July 29, 2023 and January 28, 2023: Assets and Liabilities at Fair Value as of July 29, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents (1) $ 116,607 $ 26,700 $ — $ 143,307 Derivative instruments (2) — 536 — 536 Rabbi Trust assets (3) 1,161 51,813 — 52,974 Restricted cash equivalents (1) 1,383 5,226 — 6,609 Total assets $ 119,151 $ 84,275 $ — $ 203,426 Liabilities: Derivative instruments (2) $ — $ 2,312 $ — $ 2,312 Total liabilities $ — $ 2,312 $ — $ 2,312 Assets and Liabilities at Fair Value as of January 28, 2023 (in thousands) Level 1 Level 2 Level 3 Total Assets: Cash equivalents (1) $ 50,364 $ — $ — $ 50,364 Derivative instruments (2) — 32 — 32 Rabbi Trust assets (3) 1 51,681 — 51,682 Restricted cash equivalents (1) 1,690 5,174 — 6,864 Total assets $ 52,055 $ 56,887 $ — $ 108,942 Liabilities: Derivative instruments (2) $ — $ 4,986 $ — $ 4,986 Total liabilities $ — $ 4,986 $ — $ 4,986 (1) Level 1 assets consisted of investments in money market funds and U.S. treasury bills. Level 2 assets consisted of time deposits. (2) Level 2 assets and liabilities consisted primarily of foreign currency exchange forward contracts. (3) Level 1 assets consisted of investments in money market funds. Level 2 assets consisted of trust-owned life insurance policies. The Company’s Level 2 assets consisted of: • Trust-owned life insurance policies, which were valued using the cash surrender value of the life insurance policies; • Time deposits, which were valued at cost, approximating fair value, due to the short-term nature of these investments; and • Derivative instruments, primarily foreign currency exchange forward contracts, which were valued using quoted market prices of the same or similar instruments, adjusted for counterparty risk. Fair value of long-term borrowings The Company’s borrowings under its senior secured notes, which have a fixed 8.75 % interest rate and mature on July 15, 2025 (the “Senior Secured Notes”), are carried at historical cost in the accompanying Condensed Consolidated Balance Sheets. The following table provides the carrying amount and fair value of the Company’s long-term gross borrowings as of July 29, 2023 and January 28, 2023: (in thousands) July 29, 2023 January 28, 2023 Gross borrowings outstanding, carrying amount $ 299,730 $ 299,730 Gross borrowings outstanding, fair value (1) 304,226 304,975 (1) Classified as Level 2 measurements within the fair value hierarchy. Abercrombie & Fitch Co. 12 2023 2Q Form 10-Q Table of Contents 6. PROPERTY AND EQUIPMENT, NET The following table provides property and equipment, net as of July 29, 2023 and January 28, 2023: (in thousands) July 29, 2023 January 28, 2023 Property and equipment, at cost $ 2,497,947 $ 2,517,862 Less: Accumulated depreciation and amortization ( 1,944,267 ) ( 1,966,277 ) Property and equipment, net $ 553,680 $ 551,585 R efer to Note 8, “ ASSET IMPAIRMENT ,” for details related to property and equipment impairment charges incurred during the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022. 7. LEASES The Company is a party to leases related to its Company-operated retail stores as well as for certain of its distribution centers, office space, information technology and equipment. The following table provides a summary of the Company’s operating lease costs for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Single lease cost (1) $ 62,655 $ 61,953 $ 120,995 $ 119,533 Variable lease cost (2) 51,782 32,520 87,477 65,678 Operating lease right-of-use asset impairment (3) — 1,573 1,414 3,488 Sublease income (4) ( 996 ) ( 952 ) ( 1,980 ) ( 1,961 ) Total operating lease cost $ 113,441 $ 95,094 $ 207,906 $ 186,738 (1) Included amortization and interest expense associated with operating lease right-of-use assets and the impact from remeasurement of operating lease liabilities. (2) Includes variable payments related to both lease and nonlease components, such as contingent rent payments made by the Company based on performance, and payments related to taxes, insurance, and maintenance costs, as well as the benefit of $ 1.0 million and $ 1.1 million of rent abatements during the thirteen and twenty-six weeks ended July 29, 2023, respectively, related to the effects of the COVID-19 pandemic that resulted in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The benefit related to rent abatements recognized during the thirteen and twenty-six weeks ended July 30, 2022 was $ 0.9 million and $ 2.6 million, respectively. (3) Refer to Note 8, “ ASSET IMPAIRMENT ,” for details related to operating lease right-of-use asset impairment charges. (4) The terms of the sublease agreement entered into by the Company with a third party during Fiscal 2020 related to one of its previous flagship store locations have not changed materially from that disclosed in Note 7, “LEASES,” of the Notes to Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data” of the Fiscal 2022 Form 10-K. Sublease income is recognized in other operating (income) loss, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company had minimum commitments related to operating lease contracts that have not yet commenced, primarily for certain Company-operated retail stores, of approximately $ 21.8 million as of July 29, 2023. Abercrombie & Fitch Co. 13 2023 2Q Form 10-Q Table of Contents 8. ASSET IMPAIRMENT The following table provides asset impairment charges for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Operating lease right-of-use asset impairment $ — $ 1,573 $ 1,414 $ 3,488 Property and equipment asset impairment — 597 3,022 2,104 Total asset impairment $ — $ 2,170 $ 4,436 $ 5,592 Asset impairment charges for the thirteen weeks ended July 30, 2022 and twenty-six weeks ended July 29, 2023 and July 30, 2022 related to certain of the Company’s assets including stores across certain brands, geographies and store formats. The store impairment charges for the twenty-six weeks ended July 29, 2023 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 6.1 million, including $ 3.2 million related to operating lease right-of-use assets. 9. INCOME TAXES The quarterly provision for income taxes is based on the current estimate of the annual effective income tax rate and the tax effect of discrete items occurring during the quarter. The Company’s quarterly provision and the estimate of the annual effective tax rate are subject to significant variation due to several factors. These factors include variability in the pre-tax jurisdictional mix of earnings, changes in how the Company does business including entering into new businesses or geographies, changes in foreign currency exchange rates, changes in laws, regulations, interpretations and administrative practices, relative changes in expenses or losses for which tax benefits are not recognized and the impact of discrete items. In addition, jurisdictions where the Company anticipates an ordinary loss for the fiscal year for which the Company does not anticipate future tax benefits are excluded from the overall computation of estimated annual effective tax rate and no tax benefits are recognized in the period related to losses in such jurisdictions. The impact of these items on the effective tax rate will be greater at lower levels of pre-tax earnings. Impact of valuation allowances During the thirteen and twenty-six weeks ended July 29, 2023, the Company did not recognize income tax benefits on $ 22.7 million and $ 43.0 million, respectively, of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 3.4 million and $6.5 million, respectively. As of July 29, 2023, the Company had net deferred tax assets of approximately $ 11.2 million, $ 8.3 million, and $ 16.6 million in China, Japan and the United Kingdom, respectively. While the Company believes that these net deferred tax assets are more-likely-than-not to be realized, it is not a certainty, as the Company continues to evaluate and respond to emerging situations. Should circumstances change, the net deferred tax assets may become subject to additional valuation allowances in the future. Additional valuation allowances would result in additional tax expense. During the thirteen and twenty-six weeks ended July 30, 2022, the Company did not recognize income tax benefits on $ 26.4 million and $ 39.8 million, respectively, of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 4.8 million and $ 7.2 million, respectively. As of January 28, 2023, there were approximately $ 8.0 million, $ 9.1 million, and $ 15.6 million of net deferred tax assets in China, Japan, and the United Kingdom, respectively. Share-based compensation Refer to Note 11, “ SHARE-BASED COMPENSATION ,” for details on income tax benefits and charges related to share-based compensation awards during the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022. Abercrombie & Fitch Co. 14 2023 2Q Form 10-Q Table of Contents 10. BORROWINGS The following table provides details on the Company’s long-term borrowings, net, as of July 29, 2023 and January 28, 2023 : (in thousands) July 29, 2023 January 28, 2023 Long-term portion of borrowings, gross at carrying amount $ 299,730 $ 299,730 Unamortized fees ( 2,345 ) ( 2,878 ) Long-term borrowings, net $ 297,385 $ 296,852 Senior Secured Notes The terms of the Senior Secured Notes have remained unchanged from those disclosed in Note 12, “BORROWINGS,” of the Notes to Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data” of the Fiscal 2022 Form 10-K. ABL Facility The terms of the Company’s senior secured revolving credit facility of up to $ 400.0 million (the “ABL Facility”) have remained unchanged from those disclosed in Note 12, “ BORROWINGS ,” of the Notes to Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data” of the Fiscal 2022 Form 10-K. The Company did not have any borrowings outstanding under the ABL Facility as of July 29, 2023 or as of January 28, 2023. As of July 29, 2023, availability under the ABL Facility was $ 396.7 million, net of $ 0.4 million in outstanding stand-by letters of credit. As the Company must maintain excess availability equal to the greater of 10% of the loan cap or $30 million under the ABL Facility, borrowing capacity available to the Company under the ABL Facility was $ 356.9 million as of July 29, 2023. Representations, warranties and covenants The agreements related to the Senior Secured Notes and the ABL Facility contain various representations, warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of the Company and its subsidiaries to: grant or incur liens; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets, including capital stock of subsidiaries; make investments in certain subsidiaries; pay dividends, make distributions or redeem or repurchase capital stock; change the nature of their business; and consolidate or merge with or into, or sell substantially all of the assets of the Company or Abercrombie & Fitch Management Co. (“A&F Management”) to another entity. The Senior Secured Notes are guaranteed on a senior secured basis, jointly and severally, by A&F and each of the existing and future wholly-owned domestic restricted subsidiaries of A&F that guarantee or will guarantee A&F Management’s Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) or certain future capital markets indebtedness. Certain of the agreements related to the Senior Secured Notes and the ABL Facility also contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Company was in compliance with all debt covenants under these agreements as of July 29, 2023. Abercrombie & Fitch Co. 15 2023 2Q Form 10-Q Table of Contents 11. SHARE-BASED COMPENSATION Financial statement impact The following table provides share-based compensation expense and the related income tax impacts for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Share-based compensation expense $ 11,559 $ 7,760 $ 19,647 $ 16,116 Income tax benefit associated with share-based compensation expense recognized 1,079 1,015 2,083 1,980 The following table provides discrete income tax benefits and charges related to share-based compensation awards during the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Income tax discrete benefits (charges) realized for tax deductions related to the issuance of shares $ 325 $ ( 113 ) $ 1,442 $ 1,998 Income tax discrete charges realized upon cancellation of stock appreciation rights — ( 8 ) ( 101 ) ( 203 ) Total income tax discrete benefits (charges) related to share-based compensation awards $ 325 $ ( 121 ) $ 1,341 $ 1,795 The following table provides the amount of employee tax withheld by the Company upon the issuance of shares associated with restricted stock units vesting and the exercise of stock appreciation rights for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Employee tax withheld upon issuance of shares (1) $ 410 $ 312 $ 18,769 $ 14,006 (1) Classified within other financing activities on the Condensed Consolidated Statements of Cash Flows. Restricted stock units The following table provides the summarized activity for restricted stock units for the twenty-six weeks ended July 29, 2023: Service-based Restricted Stock Units Performance-based Restricted Stock Units Market-based Restricted Stock Units Number of Underlying Shares Weighted- Average Grant Date Fair Value Number of Underlying Shares Weighted- Average Grant Date Fair Value Number of Underlying Shares Weighted- Average Grant Date Fair Value Unvested at January 28, 2023 2,461,395 $ 21.30 336,549 $ 31.08 662,137 $ 23.68 Granted 883,296 28.66 222,144 28.36 111,077 41.20 Adjustments for performance achievement — — — — 493,854 16.24 Vested ( 906,730 ) 19.48 — — ( 987,708 ) 16.24 Forfeited ( 74,456 ) 25.02 ( 7,123 ) — ( 3,562 ) 43.46 Unvested at July 29, 2023 (1) 2,363,505 $ 24.65 551,570 $ 30.00 275,798 $ 43.81 (1) Unvested shares related to restricted stock units with performance-based and market-based vesting conditions are reflected at 100% of their target vesting amount in the table above. Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved at up to 200% of their target vesting amount. The following table provides the unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units as of July 29, 2023: Service-based Restricted Stock Units Performance-based Restricted Stock Units Market-based Restricted Stock Units Unrecognized compensation cost (in thousands) $ 46,071 $ 14,810 $ 6,969 Remaining weighted-average period cost is expected to be recognized (years) 1.3 1.7 1.7 Abercrombie & Fitch Co. 16 2023 2Q Form 10-Q Table of Contents The following table provides additional information pertaining to restricted stock units for the twenty-six weeks ended July 29, 2023 and July 30, 2022: Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 Service-based restricted stock units: Total grant date fair value of awards granted $ 25,315 $ 27,173 Total grant date fair value of awards vested 17,663 15,393 Performance-based restricted stock units: Total grant date fair value of awards granted 6,300 5,300 Total grant date fair value of awards vested — 4,482 Market-based restricted stock units: Total grant date fair value of awards granted 4,576 3,731 Total grant date fair value of awards vested 16,040 4,105 The following table provides the weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during the twenty-six weeks ended July 29, 2023 and July 30, 2022: Twenty-Six Weeks Ended July 29, 2023 July 30, 2022 Grant date market price $ 28.36 $ 32.07 Fair value 41.20 45.15 Price volatility 63 % 66 % Expected term (years) 2.9 2.9 Risk-free interest rate 4.6 % 2.3 % Dividend yield — — Average volatility of peer companies 66.0 72.9 Average correlation coefficient of peer companies 0.5295 0.5146 Stock appreciation rights The following table provides the summarized stock appreciation rights activity for the twenty-six weeks ended July 29, 2023: Number of Underlying Shares Weighted-Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted-Average Remaining Contractual Life (years) Outstanding at January 28, 2023 190,589 $ 29.43 Exercised ( 13,788 ) 23.19 Forfeited or expired ( 23,700 ) 45.69 Outstanding at July 29, 2023 153,101 $ 27.47 $ 1,914 1.3 Stock appreciation rights exercisable at July 29, 2023 153,101 $ 27.47 $ 1,914 1.3 The following table provides additional information pertaining to stock appreciation rights exercised during the twenty-six weeks ended July 29, 2023: (in thousands) July 29, 2023 Total grant date fair value of awards exercised $ 115 No stock appreciation rights were exercised during the twenty-six weeks ended July 30, 2022. Abercrombie & Fitch Co. 17 2023 2Q Form 10-Q Table of Contents 12. DERIVATIVE INSTRUMENTS The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivative instruments, primarily forward contracts, to manage the financial impacts of these exposures. The Company does not use forward contracts to engage in currency speculation and does not enter into derivative financial instruments for trading purposes. The Company uses derivative instruments, primarily foreign currency exchange forward contracts designated as cash flow hedges, to hedge the foreign currency exchange rate exposure associated with forecasted foreign-currency-denominated intercompany inventory sales to foreign subsidiaries and the related settlement of the foreign-currency-denominated intercompany receivables. Fluctuations in foreign currency exchange rates will either increase or decrease the Company’s intercompany equivalent cash flows and affect the Company’s U.S. Dollar earnings. Gains or losses on the foreign currency exchange forward contracts that are used to hedge these exposures are expected to partially offset this variability. Foreign currency exchange forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed upon settlement date. These foreign currency exchange forward contracts typically have a maximum term of twelve months. The sale of the inventory to the Company’s customers will result in the reclassification of related derivative gains and losses that are reported in AOCL into earnings. The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets/liabilities. Examples of monetary assets/liabilities include cash balances, receivables and payables. Fluctuations in foreign currency exchange rates result in transaction gains or losses being recorded in earnings, as GAAP requires that monetary assets/liabilities be remeasured at the spot exchange rate at quarter-end and upon settlement. The Company has chosen not to apply hedge accounting to these instruments because there are no anticipated differences in the timing of gain or loss recognition on the hedging instruments and the hedged items. As of July 29, 2023, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany transactions: (in thousands) Notional Amount (1) Euro $ 80,554 British pound 67,170 Canadian dollar 27,760 (1) Amounts reported are the U.S. Dollar notional amounts outstanding as of July 29, 2023. The fair value of derivative instruments is determined using quoted market prices of the same or similar instruments, adjusted for counterparty risk. The following table provides the location and amounts of derivative fair values of foreign currency exchange forward contracts on the Condensed Consolidated Balance Sheets as of July 29, 2023 and January 28, 2023: (in thousands) Location July 29, 2023 January 28, 2023 Location July 29, 2023 January 28, 2023 Derivatives designated as cash flow hedging instruments other current assets $ 536 $ 32 accrued expenses $ 2,312 $ 4,986 The following table provides information pertaining to derivative gains or losses from foreign currency exchange forward contracts designated as cash flow hedging instruments for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Gain recognized in AOCL (1) $ 558 $ 2,361 $ 51 $ 7,724 (Loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2) ( 1,708 ) 4,124 $ ( 2,614 ) $ 7,809 (1) Amount represents the change in fair value of derivative instruments. (2) Amount represents (loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the hedged item affects earnings, which is when merchandise is converted to cost of sales, exclusive of depreciation and amortization. Substantially all of the unrealized gain will be recognized in costs of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) over the next twelve months . The following table provides additional information pertaining to derivative gains or losses from foreign currency exchange forward contracts not designated as hedging instruments for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 (Loss) gain, net recognized in other operating (income) loss, net $ ( 540 ) $ 631 $ ( 1,087 ) $ 1,772 Abercrombie & Fitch Co. 18 2023 2Q Form 10-Q Table of Contents 13. ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables provide activity in AOCL fo r the thirteen and twenty-six weeks ended July 29, 2023: Thirteen Weeks Ended July 29, 2023 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at April 29, 2023 $ ( 132,342 ) $ ( 4,469 ) $ ( 136,811 ) Other comprehensive (loss) income before reclassifications ( 3,836 ) 558 ( 3,278 ) Reclassified loss from AOCL (1) — 1,708 1,708 Tax effect — ( 24 ) ( 24 ) Other comprehensive (loss) income after reclassifications ( 3,836 ) 2,242 ( 1,594 ) Ending balance at July 29, 2023 $ ( 136,178 ) $ ( 2,227 ) $ ( 138,405 ) Twenty-Six Weeks Ended July 29, 2023 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at January 28, 2023 $ ( 132,653 ) $ ( 4,874 ) $ ( 137,527 ) Other comprehensive (loss) income before reclassifications ( 3,525 ) 51 ( 3,474 ) Reclassified loss from AOCL (1) — 2,614 2,614 Tax effect — ( 18 ) ( 18 ) Other comprehensive (loss) income after reclassifications ( 3,525 ) 2,647 ( 878 ) Ending balance at July 29, 2023 $ ( 136,178 ) $ ( 2,227 ) $ ( 138,405 ) (1) Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The following tables provide activity in AOCL for the thirteen and twenty-six weeks ended July 30, 2022: Thirteen Weeks Ended July 30, 2022 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at April 30, 2022 $ ( 131,092 ) $ 7,695 $ ( 123,397 ) Other comprehensive (loss) income before reclassifications ( 4,914 ) 2,361 ( 2,553 ) Reclassified gain from AOCL (1) — ( 4,124 ) ( 4,124 ) Tax effect — 34 34 Other comprehensive loss after reclassifications ( 4,914 ) ( 1,729 ) ( 6,643 ) Ending balance at July 30, 2022 $ ( 136,006 ) $ 5,966 $ ( 130,040 ) Twenty-Six Weeks Ended July 30, 2022 (in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total Beginning balance at January 29, 2022 $ ( 120,689 ) $ 5,983 $ ( 114,706 ) Other comprehensive (loss) income before reclassifications ( 15,317 ) 7,724 ( 7,593 ) Reclassified gain from AOCL (1) — ( 7,809 ) ( 7,809 ) Tax effect — 68 68 Other comprehensive loss after reclassifications ( 15,317 ) ( 17 ) ( 15,334 ) Ending balance at July 30, 2022 $ ( 136,006 ) $ 5,966 $ ( 130,040 ) (1) Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Abercrombie & Fitch Co. 19 2023 2Q Form 10-Q Table of Contents 14. SEGMENT REPORTING The Company's reportable segments are based on the financial information the chief operating decision maker (“CODM”) uses to allocate resources and assess performance of its business. During the second quarter of Fiscal 2023, to leverage the knowledge and experience of our regional teams to better drive brand growth, the Company reorganized its structure and now manages its business on a geographic basis, consisting of three reportable segments: Americas; Europe, the Middle East and Africa (EMEA); and Asia-Pacific (APAC). Corporate functions and other income and expenses are evaluated on a consolidated basis and are not allocated to the Company’s segments, and therefore are included as a reconciling item between segment and total operating income (loss). The Americas reportable segment includes the results of operations in North America and South America. The EMEA reportable segment includes the results of operations in Europe, the Middle East and Africa. The APAC reportable segment includes the results of operations in the Asia-Pacific region, including Asia and Oceania. Intersegment sales and transfers are recorded at cost and are treated as a transfer of inventory. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. All prior periods presented are recast to conform to the new segment presentation. The group comprised of the Company’s (i) Chief Executive Officer and (ii) Chief Financial Officer and Chief Operating Officer functions as the Company’s CODM. The Company’s CODM manages business operations and evaluates the performance of each segment based on the net sales and operating income (loss) of the segment. Net sales by segment are presented by attributing revenues on the basis of the segment that fulfills the order. Operating income (loss) for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributed to the segment. Corporate/other expenses include expenses incurred that are not directly attributed to a reportable segment and primarily relate to corporate or global functions such as design, sourcing, brand management, corporate strategy, information technology, finance, treasury, legal, human resources, and other corporate support services, as well as certain globally managed components of the planning, merchandising, and marketing functions. The Company reports inventories by segment as that information is used by the CODM in determining allocation of resources to the segments. The Company does not report its other assets by segment as that information is not used by the CODM in assessing segment performance or allocating resources. The following tables provide the Company’s segment information as of July 29, 2023 and January 28, 2023, and for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Net Sales Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Americas $ 731,427 $ 613,244 $ 1,396,850 $ 1,235,205 EMEA 171,962 164,827 310,068 326,554 APAC 31,956 27,020 64,421 56,094 Segment total $ 935,345 $ 805,091 $ 1,771,339 $ 1,617,853 Operating Income (loss) Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Americas $ 177,063 $ 85,836 $ 333,508 $ 172,100 EMEA 29,860 17,545 28,375 26,652 APAC ( 464 ) ( 6,380 ) ( 3,011 ) ( 15,485 ) Segment total $ 206,459 $ 97,001 $ 358,872 $ 183,267 Operating Income (loss) not attributed to Segments: Stores and distribution expense ( 3,114 ) ( 2,825 ) ( 5,003 ) ( 4,718 ) Marketing, general and administrative expense ( 116,198 ) ( 95,388 ) ( 235,603 ) ( 193,361 ) Other operating loss (income), net 2,695 ( 979 ) 5,584 2,895 Total operating income (loss) $ 89,842 $ ( 2,191 ) $ 123,850 $ ( 11,917 ) Abercrombie & Fitch Co. 20 2023 2Q Form 10-Q Table of Contents Assets (in thousands) July 29, 2023 January 28, 2023 Inventories Americas $ 403,469 $ 404,040 EMEA 72,827 80,447 APAC 17,183 21,134 Total inventories $ 493,479 $ 505,621 Assets not attributed to Segments 2,303,235 2,207,479 Total assets $ 2,796,714 $ 2,713,100 Brand Information The following table provides additional disaggregated revenue information, which is categorized by brand, for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022: Thirteen Weeks Ended Twenty-Six Weeks Ended (in thousands) July 29, 2023 July 30, 2022 July 29, 2023 July 30, 2022 Abercrombie 462,711 368,157 $ 898,755 $ 752,113 Hollister $ 472,634 $ 436,934 $ 872,584 $ 865,740 Total $ 935,345 $ 805,091 $ 1,771,339 $ 1,617,853 Abercrombie & Fitch Co. 21 2023 2Q Form 10-Q Table of Contents