What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-01 compared with 2023-03-27 · 128 added, 145 removed, 175 unchanged (61% 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,” “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.

The Company’s two brand-based operating segments are Hollister, which includes the Company’s Hollister, Gilly Hicks and Social Tourist brands, and Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands.

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

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

(“A&F”), a company incorporated in Delaware in 1996, through its subsidiaries (collectively, A&F and its subsidiaries are referred to as 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 Company-owned stores and digital channels, 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 drive brand growth, the Company reorganized its structure and now primarily manages its business on a geographic basis, consisting of three reportable segments:

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) 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 Abercrombie & Fitch and abercrombie kids, and Hollister brands, which includes Hollister and Gilly Hicks.

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.

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.

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 is the case in Fiscal 2023.

Fiscal years are designated in the Consolidated Financial Statements and Notes thereto, as well as the remainder of this Annual Report on Form 10-K, by the calendar year in which the fiscal year commenced.

3 unchanged sentences

Fiscal 2022 January 28, 2023 52

Fiscal 2023 February 3, 2024 53

Fiscal 2024 February 1, 2025 52

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

1 unchanged sentence

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

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.

RISK FACTORS ,” and “ ITEM 7.

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

Abercrombie & Fitch Co.

2023 Form 10-K

BRANDS AND SEGMENT INFORMATION

The Company’s brands are as follows:

SEGMENT AND BRAND INFORMATION

The Company determines its segments after taking into consideration a variety of factors, including its organizational structure and the basis that it uses to allocate resources and assess performance.

The Company manages its business on a geographic basis, consisting of three reportable segments:

Europe, the Middle East and Africa (EMEA);

and Asia-Pacific (APAC).

The Company’s segments are as follows:

The Americas segment includes operations in North America and South America

The EMEA segment includes operations in Europe, the Middle East and Africa

The APAC segment includes operations in the Asia-Pacific region, including Asia and Oceania.

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

Brand Description

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 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.

Abercrombie brands

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

Since 1892, the brand has been a specialty retailer of quality apparel, outerwear and fragrance - designed to inspire our global customers to feel confident, be comfortable and face their Fierce.

abercrombie kids A global specialty retailer of quality, comfortable, made-to-play favorites, abercrombie kids sees the world through kids’ eyes, where play is life and every day is an opportunity to be anything and better everything.

The Company’s two operating segments as of January 28, 2023 are brand-based:

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

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

abercrombie kids is a global specialty retailer of quality, comfortable, made-to-play favorites.

abercrombie kids sees the world through kids’ eyes and believe kids should feel exceptional every single day.

Hollister brands

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

creates clothes made for capturing moments, creating memories and being unapologetically you.

At Gilly Hicks, we believe in energizing our minds, moods and bodies through movement every day.

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

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.

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

Abercrombie & Fitch Co.

2023 Form 10-K

STRATEGY AND KEY BUSINESS PRIORITIES

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 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.

The Company remains committed to, and confident in, its vision of being a global, digitally-led, omnichannel apparel retailer and continues to evaluate opportunities and initiatives that support this vision as outlined in its 2025 Always Forward Plan, which was announced during the second quarter of Fiscal 2022.

While we have successfully executed certain goals in our 2025 Always Forward Plan, we plan to continue to focus on achieving sustainable performance results and on achieving other strategic goals outlined in the 2025 Always Forward Plan.

2025 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;

In June of Fiscal 2022, we announced our 2025 Always Forward Plan, which outlines our long-term strategy and goals, including growing shareholder value.

The 2025 Always Forward Plan is anchored on our strategic growth principles, which are to:

• Execute focused 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

The 2025 Always Forward Plan growth principles serve as a framework for the Company achieving sustainable and profitable growth and profitability in Fiscal 2024.

Below are some additional details specific to Fiscal 2024 objectives within the 2025 Always Forward Plan:

Execute focused growth plans by:

• driving sales growth across regions and brands primarily through marketing and store investment.

• using our playbooks globally to align the brands’ products, voices, and experiences with customers, both digitally and in-store;

• using testing and chase strategies to deliver compelling assortments and product collections across genders.

Accelerate an enterprise-wide digital revolution to improve the customer and associate experience by:

• continuing to progress on our multi-year enterprise resource planning (“ERP”) transformation and cloud migration journey;

• investing in digital and technology to improve experiences across key parts of the customer journey while delivering a consistent omnichannel experience.

Operate with financial discipline by:

• actively managing inventory levels and positioning Abercrombie brands and Hollister brands to chase inventory as appropriate throughout the year;

• funding our growth strategies while properly balancing investments, impacts of inflation and efficiency efforts.

Abercrombie & Fitch Co.

3 unchanged sentences

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.

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:

During the COVID-19 pandemic, the Company experienced an acceleration in sales fulfilled through digital channels, and continues to see a majority of sales though digital channels for the Abercrombie & Fitch brand.

Despite, this acceleration in the shift towards digital channels, stores continue to comprise a majority of sales for the Hollister brands customer.

Additionally, stores continue to be an important part of our customers’ omnichannel experience.

The Company believes that the customers’ shopping 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;

6 unchanged sentences

• 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 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.

The Company also believes that its loyalty programs, Abercrombie’s myAbercrombie ® , and Hollister’s Hollister House Rewards ® , 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.

These rewards can be redeemed for merchandise discounts either in-store or online.

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

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

Digital Operations

In order to create a more seamless shopping experience for its customers, the Company continues to invest in its digital infrastructure.

In order to create a more seamless and consistent shopping experience for its customers, the Company continues to invest in its digital infrastructure.

including through the multi-year process of upgrading our merchandising ERP system.

The Company has the capability to ship merchandise to customers in more than 111 countries and process transactions in 21 currencies and through 22 forms of payment globally.

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

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.

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

The Company continues to develop and invest its mobile capabilities as mobile engagement continues to grow, with over 86% of the Company’s digital traffic generated from mobile devices in Fiscal 2023.

In addition, in its efforts to expand its global 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 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 has a goal of finding the right size, right location and right economics for omni-enabled stores that cater to local customers.

During Fiscal 2023, the Company opened 35 new store locations, remodeled thirteen store locations, right-sized an additional nine store locations and closed 32 stores.

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 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.

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.

As of February 3, 2024, 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 one and ten years.

Certain leases also include early termination options, which can be exercised under specific conditions.

The leases expire at various dates between Fiscal 2024 and Fiscal 2034.

As of January 28, 2023, the Company operated 762 retail stores as detailed in the table below:

Hollister (1)

Abercrombie & Fitch Co.

2023 Form 10-K

As of February 3, 2024, the Company operated 765 retail stores as detailed in the table below:

Abercrombie (4)

Europe 107 20 127

Asia 28 20 48

Canada 9 4 13

Middle East 5 9 14

International 149 53 202

United States 380 180 560

Hollister (5)

Total 247 518 765

(1) Includes the Hollister and Gilly Hicks brands.

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

Excludes 12 international franchise stores and 16 U.S.

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

(2) Includes Abercrombie & Fitch and abercrombie kids brands.

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

Excludes 23 international franchise stores and three U.S.

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

(3) This store count excludes one international third-party operated multi-brand outlet store as of January 28, 2023.

For store count and gross square footage by brand and geographic region as of January 28, 2023 and January 29, 2022, refer to “ ITEM 7.

(1) The Americas segment includes the results of operations in North America and South America.

(2) The EMEA segment includes the results of operations in Europe, the Middle East and Africa.

(3) The APAC segment includes the results of operations in the Asia-Pacific region, including Asia and Oceania.

(4) Abercrombie brands includes Abercrombie & Fitch and abercrombie kids.

(5) Hollister brands includes Hollister and Gilly Hicks.

(6) Store count excludes temporary and international franchise stores.

For store count and gross square footage by geographic region and brand as of February 3, 2024 , and January 28, 2023, refer to “ ITEM 7.

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

Third-Party Operations

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.

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

As of February 3, 2024, the Company had 14 wholesale partnerships, primarily internationally.

As of February 3, 2024, the Company’s franchisees operated 40 international franchise stores across the Company’s brands primarily located within the Americas and EMEA regions in certain jurisdictions where the Company does not operate its own stores.

SOURCING OF MERCHANDISE INVENTORY

7 unchanged sentences

DISTRIBUTION OF MERCHANDISE INVENTORY

The Company’s distribution network is built to deliver inventory to Company-operated and international franchise stores and fulfill digital and wholesale orders with speed and efficiency.

The Company’s distribution network is built to deliver inventory to Company-operated and global franchise stores and fulfill digital and wholesale orders with speed and efficiency.

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.

Additional information pertaining to certain of the Company’s distribution centers as of January 28, 2023 follows:

Additional information pertaining to certain of the Company’s distribution centers as of February 3, 2024 follows:

Location Company-owned or third-party

4 unchanged sentences

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 primarily used six contract carriers to ship merchandise and related materials to its North American customers, and several contract carriers for its global customers during Fiscal 2023.

Abercrombie & Fitch Co.

2023 Form 10-K

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

1 unchanged sentence

individual and chain specialty apparel retailers;

local, regional, national and international department stores;

local, regional, national and global department stores;

discount stores;

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 those of its competition through product, providing higher quality and increased newness;

Additionally, the Company competes for consumers’ discretionary spending 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 those of its competition through product, providing high quality and newness;

brand voice, amplifying and consolidating brand messaging;

2 unchanged sentences

Refer to “ ITEM 1A.

RISK FACTORS - Our failure to operate in a highly competitive and constantly evolving industry could have a material adverse impact on our business ” of this Annual Report on Form 10-K for further discussion of the potential impacts competition may have on the Company.

RISK FACTORS - Our failure to operate effectively in a highly competitive and constantly evolving industry could have a material adverse impact on our business ” of this Annual Report on Form 10-K for further discussion of the potential impacts competition may have on the Company.

SEASONAL BUSINESS

1 unchanged sentence

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

The Company experiences its greatest sales activity during Fall, due to back-to-school and holiday sales periods.

Due to the seasonal nature of the retail apparel industry, the results of operations for any current period are not necessarily indicative of the results expected for the full fiscal year and the Company could have significant fluctuations in certain asset and liability accounts.

The Company historically experiences its greatest sales activity during the Fall season due to back-to-school and holiday sales periods, respectively.

Refer to “ ITEM 7.

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

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

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

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

8 unchanged sentences

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 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

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

WORKING CAPITAL

1 unchanged sentence

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” of this Annual Report on Form 10-K for a discussion of the Company’s cash requirements and sources of cash available for working capital needs and investment opportunities.

Abercrombie & Fitch Co.

2023 Form 10-K

HUMAN CAPITAL MANAGEMENT

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

The Company strives to create a culture that drives strategic and key business priorities forward, while is also welcoming, inclusive, and diverse, and encourages associates to create a positive impact in their global communities.

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

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.

The Company also has policies and practices in place that are focused on creating a culture and work environment free from abuse, harassment or discrimination of any kind.

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

1 unchanged sentence

• 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.

The Company’s compensation offerings include cash-based and equity-based incentive awards in order to align the interests of associates and stockholders.

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.

We also support our associates and their families beyond our competitive compensation with comprehensive benefits offerings, providing eligible associates with paid parental leave in the United States and internationally based on local law, as well as adoption and fertility support benefits to all 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.

1 unchanged sentence

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.

Resources in support of these efforts include the Company’s 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 regularly 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.

Additionally, the Company invests in inclusion and diversity learning and development opportunities for associates on topics relating to the fundamentals of inclusion and diversity, including trainings, learning sessions, 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.

5 unchanged sentences

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

Abercrombie & Fitch Co.

2022 Form 10-K

The Company employed approximately 29,600 associates globally as of January 28, 2023, of whom approximately 22,400 were part-time associates.

As of January 28, 2023, the Company employed approximately 22,400 associates in the U.S., and employed approximately 7,200 associates outside of the U.S.

The Company employed approximately 31,700 associates globally as of February 3, 2024, of whom approximately 25,000 were part-time associates.

As of February 3, 2024, the Company employed approximately 25,200 associates in the U.S., and employed approximately 6,500 associates outside of the U.S.

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

Abercrombie & Fitch Co.

2023 Form 10-K

Board Oversight

5 unchanged sentences

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:

Set forth below is certain information regarding the executive officers of the Company as of April 1, 2024:

Fran Horowitz, Chief Executive Officer and Director

Executive Roles:

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

• Chief Executive Officer, and member of the Board of Directors of the Company (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)

• Former President of Ann Taylor Loft, at that time a division of ANN Inc.

(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)

3 unchanged sentences

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 (October 2019 to present)

Lipesky, Executive Vice President and Chief Financial Officer

Lipesky, Executive Vice President, Chief Financial Officer and Chief Operating 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 (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)

• Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company (May 2023 to present)

• Executive Vice President and Chief Financial Officer of the Company (April 2021 to May 2023)

• Senior Vice President and Chief Financial 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)

7 unchanged sentences

• 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 (November 2018 to present)

• Former Brand President of Hollister (August 2016 to 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 to April 2016), including:

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

Samir Desai, Executive Vice President, Chief Digital Technology Officer

Samir Desai, Executive Vice President, Chief Digital and Technology Officer

Executive Roles:

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

• Executive Vice President, 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:

1 unchanged sentence

• 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

Abercrombie & Fitch Co.

2023 Form 10-K

Henchel, Executive Vice President, General Counsel and Corporate Secretary

6 unchanged sentences

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

Jay Rust, Executive Vice President, Global Human Resources

Executive Roles:

• Executive Vice President, Global Human Resources of the Company (May 2023 to present)

• Senior Vice President, Global Human Resources of the Company (March 2022 to May 2023)

• Group Vice President, Interim Head of Global Human Resources of the Company (October 2021 to March 2022)

• Vice President, Human Resources of the Company (June 2019 to October 2021)

• Formerly held various leadership roles of increasing responsibility in the Company’s human resources department since February 2013, including roles supporting employee relations, learning and development, talent acquisition, and other human resources functions

• Formerly held roles in the Company’s merchandising department

GOVERNMENT REGULATIONS

10 unchanged sentences

and environmental regulations.

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.

3 unchanged sentences

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

Abercrombie & Fitch Co.

2022 Form 10-K

OTHER INFORMATION

4 unchanged sentences

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.

Abercrombie & Fitch Co.

2023 Form 10-K

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

What changed 10-K

Item 1. Business