What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-12-06 compared with 2024-09-06 · 157 added, 145 removed, 584 unchanged (34% of the section changed)

3 unchanged sentences

(Thousands, except per share amounts)

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Net sales $ 1,208,966 $ 1,056,431 $ 3,363,670 $ 2,827,770

3 unchanged sentences

Marketing, general and administrative expense 190,001 162,510 538,352 449,643

Other operating income, net ( 67 ) ( 2,694 ) ( 2,025 ) ( 5,588 )

Other operating (income) loss, net ( 1,586 ) 1,256 ( 3,611 ) ( 4,332 )

Operating income 179,282 138,020 484,756 261,870

13 unchanged sentences

Diluted 52,869 52,624 53,141 52,154

Other comprehensive income (loss)

Other comprehensive income

Foreign currency translation adjustments, net of tax $ 84 $ ( 5,042 ) $ 1,688 $ ( 8,567 )

Derivative financial instruments, net of tax 1,461 7,259 834 9,906

Other comprehensive income (loss) 2,291 ( 1,594 ) 977 ( 878 )

Other comprehensive income 1,545 2,217 2,522 1,339

Comprehensive income 135,409 99,949 386,843 175,649

7 unchanged sentences

(Thousands, except par value amounts)

August 3, 2024 February 3, 2024

November 2, 2024 February 3, 2024

Current assets:

Cash and equivalents $ 683,089 $ 900,884

Marketable securities

Receivables 111,583 78,346

26 unchanged sentences

Treasury stock, at average cost:

52,231 and 52,800 shares as of August 3, 2024 and February 3, 2024, respectively

52,929 and 52,800 shares as of November 2, 2024 and February 3, 2024, respectively

( 2,046,758 ) ( 1,895,143 )

10 unchanged sentences

(Thousands, except per share amounts)

Thirteen Weeks Ended August 3, 2024

Thirteen Weeks Ended November 2, 2024

Common Stock Paid-in

4 unchanged sentences

value Shares At average

Balance, May 4, 2024 51,102 $ 1,033 $ 400,807 $ 12,284 $ 2,745,382 $ ( 137,282 ) 52,198 $ ( 1,931,054 ) $ 1,091,170

Balance, August 3, 2024 51,069 $ 1,033 $ 408,293 $ 14,624 $ 2,877,969 $ ( 134,991 ) 52,231 $ ( 1,945,778 ) $ 1,221,150

Net income — — — 1,885 131,979 — — — 133,864

Purchase of Common Stock (1)

( 720 ) — — — — — 720 ( 100,056 ) ( 100,056 )

Share-based compensation issuances and exercises 22 — ( 1,180 ) — ( 284 ) — ( 22 ) ( 924 ) ( 2,388 )

2 unchanged sentences

Foreign currency translation adjustments, net of tax — — — — — 84 — — 84

Contribution from noncontrolling interests, net

Distribution to noncontrolling interests, net

— — — ( 3,182 ) — — — — ( 3,182 )

Ending balance at August 3, 2024 51,069 $ 1,033 $ 408,293 $ 14,624 $ 2,877,969 $ ( 134,991 ) 52,231 $ ( 1,945,778 ) $ 1,221,150

Thirteen Weeks Ended July 29, 2023

Ending balance at November 2, 2024 50,371 $ 1,033 $ 416,640 $ 13,327 $ 3,009,664 $ ( 133,446 ) 52,929 $ ( 2,046,758 ) $ 1,260,460

Thirteen Weeks Ended October 28, 2023

Common Stock Paid-in

4 unchanged sentences

value Shares At average

Balance, April 29, 2023 50,062 $ 1,033 $ 400,699 $ 9,116 $ 2,344,522 $ ( 136,811 ) 53,238 $ ( 1,907,586 ) $ 710,973

Balance, July 29, 2023 50,141 $ 1,033 $ 410,398 $ 10,478 $ 2,400,032 $ ( 138,405 ) 53,159 $ ( 1,904,752 ) $ 778,784

Net income — — — 1,521 96,211 — — — 97,732

5 unchanged sentences

— — — ( 1,994 ) — — — — ( 1,994 )

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

Ending balance at October 28, 2023 50,401 $ 1,033 $ 413,515 $ 10,005 $ 2,486,221 $ ( 136,188 ) 52,899 $ ( 1,898,473 ) $ 876,113

(1) Includes excise tax on share repurchases

Abercrombie & Fitch Co.

3 unchanged sentences

(Thousands, except per share amounts)

Twenty-Six Weeks Ended August 3, 2024

Thirty-Nine Weeks Ended November 2, 2024

Common Stock Paid-in

7 unchanged sentences

Purchase of Common Stock (1)

( 923 ) — — — — — 923 ( 130,056 ) ( 130,056 )

Share-based compensation issuances and exercises 794 — ( 35,092 ) — ( 12,962 ) — ( 794 ) ( 21,559 ) ( 69,613 )

4 unchanged sentences

— — — ( 6,824 ) — — — — ( 6,824 )

Ending balance at August 3, 2024 51,069 $ 1,033 $ 408,293 $ 14,624 $ 2,877,969 $ ( 134,991 ) 52,231 $ ( 1,945,778 ) $ 1,221,150

Twenty-Six Weeks Ended July 29, 2023

Ending balance at November 2, 2024 50,371 $ 1,033 $ 416,640 $ 13,327 $ 3,009,664 $ ( 133,446 ) 52,929 $ ( 2,046,758 ) $ 1,260,460

Thirty-Nine Weeks Ended October 28, 2023

Common Stock Paid-in

12 unchanged sentences

— — — ( 6,357 ) — — — — ( 6,357 )

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

Ending balance at October 28, 2023 50,401 $ 1,033 $ 413,515 $ 10,005 $ 2,486,221 $ ( 136,188 ) 52,899 $ ( 1,898,473 ) $ 876,113

(1) Includes excise tax on share repurchases

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023

Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023

Operating activities

18 unchanged sentences

Purchases of property and equipment ( 132,040 ) ( 128,601 )

Proceeds from the sale of property and equipment — 615

Net cash used for investing activities ( 187,040 ) ( 127,986 )

13 unchanged sentences

Supplemental information related to non-cash activities

Purchases of property and equipment not yet paid at end of period $ 46,909 $ 45,506

Purchases of property and equipment accrued in accounts payable

$ 57,005 $ 38,787

Excise tax liability accrued on share repurchases

Operating lease right-of-use assets additions, net of terminations, impairments and other reductions 291,289 117,959

51 unchanged sentences

Interim financial statements

The Condensed Consolidated Financial Statements as of August 3, 2024, and for the thirteen and twenty-six week periods ended August 3, 2024 and July 29, 2023, are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim consolidated financial statements.

The Condensed Consolidated Financial Statements as of November 2, 2024, and for the thirteen and thirty-nine week periods ended November 2, 2024 and October 28, 2023, 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 2023 filed with the SEC on April 1, 2024 (the “Fiscal 2023 Form 10-K”).

14 unchanged sentences

The update modifies the disclosure/presentation requirements of reportable segments.

The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit and loss, The amendments also require disclosure of all other segment items by reportable segment and a description of its composition.

The amendments also require disclosure of all other segment items by reportable segment and a description of its composition.

Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

4 unchanged sentences

Improvements to Income Tax Disclosures

The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

For public business entities (“PBEs”), the requirement will be effective for annual periods beginning after December 15, 2024.

The update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The update will be effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

1 unchanged sentence

Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on the Company's consolidated financial statements.

ASU 2024-03 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

The update requires a disaggregated disclosure of income statement expenses.

The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

The update is effective for fiscal years beginning after December 15, 2026 and interim period periods for fiscal years beginning after December 15, 2027.

Early adoption is permitted.

Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on the Company’s consolidated financial statements.

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 August 3, 2024 February 3, 2024 July 29, 2023 January 28, 2023

(in thousands) Location November 2, 2024 February 3, 2024 October 28, 2023 January 28, 2023

Cash and equivalents Cash and equivalents $ 683,089 $ 900,884 $ 649,489 $ 517,602

Long-term restricted cash and equivalents Other assets 7,893 8,801 9,764 9,967

Restricted cash and equivalents

Other assets 7,908 8,801 8,639 9,967

Cash and equivalents and restricted cash and equivalents $ 690,997 $ 909,685 $ 658,128 $ 527,569

8 unchanged sentences

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 August 3, 2024 and February 3, 2024, $ 97.2 million and $ 72.4 million of SCF program liabilities were recorded in accounts payable in the Condensed Consolidated Balance Sheets, respectively, and reflected as a cash flow from operating activities in the Condensed Consolidated Statements of Cash Flows when settled.

The following table provides activity in the SCF program for the twenty-six weeks ended August 3, 2024:

Twenty-Six Weeks Ended

(in thousands) August 3, 2024

As of November 2, 2024 and February 3, 2024, $ 109.3 million and $ 72.4 million of SCF program liabilities were recorded in accounts payable in the Condensed Consolidated Balance Sheets, respectively, and reflected as a cash flow from operating activities in the Condensed Consolidated Statements of Cash Flows when settled.

The following table provides activity in the SCF program for the thirty-nine weeks ended November 2, 2024:

Thirty-Nine Weeks Ended

(in thousands) November 2, 2024

Confirmed obligations outstanding at the beginning of the period $ 72,376

7 unchanged sentences

Contract liabilities

The following table details certain contract liabilities representing unearned revenue as of August 3, 2024, February 3, 2024, July 29, 2023 and January 28, 2023:

(in thousands) August 3, 2024 February 3, 2024 July 29, 2023 January 28, 2023

The following table details certain contract liabilities representing unearned revenue as of November 2, 2024, February 3, 2024, October 28, 2023 and January 28, 2023:

(in thousands) November 2, 2024 February 3, 2024 October 28, 2023 January 28, 2023

Gift card liability (1)

1 unchanged sentence

Loyalty programs liability 30,648 27,937 24,521 25,640

(1) Includes $ 14.8 million and $ 26.4 million of revenue recognized during the twenty-six weeks ended August 3, 2024 and July 29, 2023, respectively, that was included in the gift card liability at the beginning of February 3, 2024 and January 28, 2023, 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 August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

(1) Includes $ 17.7 million and $ 15.5 million of revenue recognized during the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively, that was included in the gift card liability at the beginning of February 3, 2024 and January 28, 2023, respectively.

The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Revenue associated with gift card redemptions and gift card breakage $ 32,680 $ 24,741 $ 96,172 $ 73,391

4 unchanged sentences

Net income 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 per share attributable to A&F for the thirteen and twenty-six weeks ended August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

The following table provides additional information pertaining to net income per share attributable to A&F for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Shares of Common Stock issued 103,300 103,300 103,300 103,300

14 unchanged sentences

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 August 3, 2024 and February 3, 2024:

Assets and Liabilities at Fair Value as of August 3, 2024

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 November 2, 2024 and February 3, 2024:

Assets and Liabilities at Fair Value as of November 2, 2024

(in thousands) Level 1 Level 2 Level 3 Total

4 unchanged sentences

Derivative instruments (3)

— 2,143 — 2,143

Rabbi Trust assets (4)

31 unchanged sentences

• Trust-owned life insurance policies, which were valued using the cash surrender value of the life insurance policies;

• Time deposits with original maturities of three months or less were recorded at cost, approximating fair value, due to the short-term nature of these investments;

• Time deposits with original maturities greater than three months were recorded at fair value, which approximates their carrying value, and are primarily based upon quoted vendor or broker priced securities in active markets;

• Time deposits with original maturities of three months or less, which were recorded at cost, approximating fair value, due to the short-term nature of these investments;

• Time deposits with original maturities greater than three months, which were recorded at fair value, which approximates their carrying value, and are primarily based upon quoted vendor or broker priced securities in active markets;

• 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.

5 unchanged sentences

PROPERTY AND EQUIPMENT, NET

The following table provides property and equipment, net as of August 3, 2024 and February 3, 2024:

(in thousands) August 3, 2024 February 3, 2024

The following table provides property and equipment, net as of November 2, 2024 and February 3, 2024:

(in thousands) November 2, 2024 February 3, 2024

Property and equipment, at cost $ 2,602,101 $ 2,509,184

1 unchanged sentence

Property and equipment, net $ 570,440 $ 538,033

R efer to Note 8, “ ASSET IMPAIRMENT ,” for details related to property and equipment impairment charges incurred during the thirteen and twenty-six ended August 3, 2024 and July 29, 2023.

R efer to Note 8, “ ASSET IMPAIRMENT ,” for details related to property and equipment impairment charges incurred during the thirteen and thirty-nine ended November 2, 2024 and October 28, 2023.

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 August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

The following table provides a summary of the Company’s operating lease costs for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Single lease cost (1)

10 unchanged sentences

(3) Refer to Note 8, “ ASSET IMPAIRMENT ,” for details related to operating lease right-of-use asset impairment charges.

The Company had minimum commitments related to operating lease contracts that have not yet commenced, primarily for certain Company-operated retail stores, of approximately $ 107.1 million as of August 3, 2024.

Abercrombie & Fitch Co.

1 unchanged sentence

ASSET IMPAIRMENT

The following table provides asset impairment charges for the thirteen and twenty-six weeks ended August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

The following table provides asset impairment charges for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Operating lease right-of-use asset impairment $ 233 $ — $ 1,043 $ 1,414

1 unchanged sentence

Total asset impairment $ 5,499 $ — $ 7,066 $ 4,436

Asset impairment charges for the twenty-six weeks ended August 3, 2024 and July 29, 2023 related to certain of the Company’s store assets.

The store impairment charges for the twenty-six weeks ended August 3, 2024 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 6.0 million, including $ 5.3 million related to operating lease right-of-use assets.

Asset impairment charges for the thirty-nine weeks ended November 2, 2024 and October 28, 2023 related to certain of the Company’s store assets, primarily in the APAC segment.

The store impairment charges for the thirty-nine weeks ended November 2, 2024 reduced the then carrying amount of the impaired stores’ assets to their fair value of approximately $ 6.4 million, including $ 5.1 million related to operating lease right-of-use assets.

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.

4 unchanged sentences

Impact of valuation allowances

During the thirteen and twenty-six weeks ended August 3, 2024, the Company did not recognize income tax benefits on $ 7.0 million and $ 14.6 million respectively, of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 1.1 million and $ 2.2 million, respectively.

As of August 3, 2024, the Company had foreign net deferred tax assets of approximately $ 40.3 million, including $ 9.7 million, $ 7.7 million, and $ 13.0 million in China, Japan and the United Kingdom, respectively.

During the thirteen and thirty-nine weeks ended November 2, 2024, the Company did not recognize income tax benefits on $ 7.7 million and $ 22.3 million respectively, of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 1.2 million and $ 3.4 million, respectively.

As of November 2, 2024, the Company had foreign net deferred tax assets of approximately $ 39.5 million, including $ 10.0 million, $ 6.1 million, and $ 13.1 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.

1 unchanged sentence

Additional valuation allowances would result in additional tax expense.

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 of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 3.4 million and $ 6.5 million, respectively.

During the thirteen and thirty-nine weeks ended October 28, 2023, the Company did not recognize income tax benefits on $ 20.0 million and $ 63.0 million of pretax losses, primarily in Switzerland, resulting in adverse tax impacts of $ 3.0 million and $ 9.6 million, respectively.

As of February 3, 2024, there were approximately $ 7.6 million, $ 7.5 million, and $ 12.6 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 August 3, 2024 and July 29, 2023.

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 thirty-nine weeks ended November 2, 2024 and October 28, 2023.

Abercrombie & Fitch Co.

1 unchanged sentence

Senior Secured Notes

On the Redemption Date, A&F redeemed all of its outstanding 8.75 % Senior Secured Notes due July 15, 2025 , which had an aggregate principal amount of $ 214 million, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date, and incurred a $ 0.9 million loss on extinguishment of debt, recognized in interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.

During the twenty-six weeks ended August 3, 2024, A&F Management repurchased $ 9.3 million in the open market and redeemed $ 214 million of its Senior Secured Notes and incurred a loss on extinguishment of debt of $ 1.1 million.

On July 15, 2024 (the “Redemption Date”), A&F redeemed all of its outstanding 8.75 % Senior Secured Notes due July 15, 2025 , which had an aggregate principal amount of $ 214 million, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date, and incurred a $ 0.9 million loss on extinguishment of debt, recognized in interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.

For the year-to-date period through the Redemption date, A&F Management repurchased $ 9.3 million in the open market and redeemed $ 214 million of its Senior Secured Notes and incurred a loss on extinguishment of debt of $ 1.1 million.

As of the Redemption Date, the Senior Secured Notes were no longer deemed outstanding and interest on the Senior Secured Notes ceased to accrue.

On August 2, 2024, A&F, as parent and a guarantor, A&F Management, as lead borrower, and certain of A&F’s direct and indirect wholly-owned subsidiaries, as additional borrowers and guarantors, entered into the Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”), together with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders.

On August 2, 2024, A&F, as parent and a guarantor, A&F Management, as lead borrower, and certain of A&F’s direct and indirect wholly-owned subsidiaries, as additional borrowers and guarantors, entered into the Second Amendment to the Amended and Restated Credit Agreement (the “Second Amendment”), together with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders.

The Second Amendment amends the existing Amended and Restated Credit Agreement, dated as of April 29, 2021 (the “ABL Credit Agreement”), which provided for a $ 400 million senior secured asset-based revolving credit facility.

13 unchanged sentences

The ABL Facility is available for working capital, capital expenditures, and other general corporate purposes.

As of August 3, 2024, availability under the ABL Facility was $ 478.4 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 $36 million under the ABL Facility, borrowing capacity available to the Company under the ABL Facility was $ 430.5 million as of August 3, 2024.

As of November 2, 2024, availability under the ABL Facility was $ 499.6 million, net of $ 0.4 million in outstanding stand-by letters of credit.

Representations, warranties and covenants

8 unchanged sentences

Certain of the agreements related to 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 August 3, 2024.

The Company was in compliance with all debt covenants under these agreements as of November 2, 2024.

Abercrombie & Fitch Co.

2 unchanged sentences

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 August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

The following table provides share-based compensation expense and the related income tax impacts for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Share-based compensation expense $ 9,527 $ 9,684 $ 30,123 $ 29,331

1 unchanged sentence

1,287 1,080 3,805 3,163

The following table provides discrete income tax benefits and charges related to share-based compensation awards during the thirteen and twenty-six weeks ended August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

The following table provides discrete income tax benefits and charges related to share-based compensation awards during the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Income tax discrete benefits realized for tax deductions related to the issuance of shares

3 unchanged sentences

$ 581 $ 861 $ 17,913 $ 2,202

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 August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

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 thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Employee tax withheld upon issuance of shares (1)

2 unchanged sentences

Restricted stock units

The following table provides the summarized activity for restricted stock units for the twenty-six weeks ended August 3, 2024:

The following table provides the summarized activity for restricted stock units for the thirty-nine weeks ended November 2, 2024:

Service-based Restricted

16 unchanged sentences

Forfeited ( 75,993 ) 35.65 — — — —

Unvested at August 3, 2024 (1)

Unvested at November 2, 2024 (1)

1,180,503 $ 47.41 424,541 $ 40.76 212,287 $ 58.95

1 unchanged sentence

Unvested shares related to restricted stock units with performance-based and market-based vesting conditions can be achieved from zero 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 August 3, 2024:

Abercrombie & Fitch Co.

2024 2Q Form 10-Q

Service-based Restricted

4 unchanged sentences

Remaining weighted-average period cost is expected to be recognized (years) 1.1 1.1 1.1

The following table provides additional information pertaining to restricted stock units for the twenty-six weeks ended August 3, 2024 and July 29, 2023:

Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023

Abercrombie & Fitch Co.

2024 3Q Form 10-Q

The following table provides additional information pertaining to restricted stock units for the thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023

Service-based restricted stock units:

7 unchanged sentences

Total grant date fair value of awards vested 7,574 16,040

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 August 3, 2024 and July 29, 2023:

Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023

The following table provides the weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during the thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023

Grant date market price $ 120.56 $ 28.36

7 unchanged sentences

Stock appreciation rights

The following table provides the summarized stock appreciation rights activity for the twenty-six weeks ended August 3, 2024:

The following table provides the summarized stock appreciation rights activity for the thirty-nine weeks ended November 2, 2024:

Shares Weighted-Average

7 unchanged sentences

Forfeited or expired — —

Outstanding at August 3, 2024

Outstanding at November 2, 2024

— $ — $ — 0.0

Stock appreciation rights exercisable at August 3, 2024 — $ — $ — 0.0

As of August 3, 2024, no stock appreciation rights remain outstanding.

The following table provides additional information pertaining to stock appreciation rights exercised during the twenty-six weeks ended August 3, 2024 and July 29, 2023:

(in thousands) August 3, 2024 July 29, 2023

Stock appreciation rights exercisable at November 2, 2024 — $ — $ — 0.0

As of November 2, 2024, no stock appreciation rights remain outstanding.

The following table provides additional information pertaining to stock appreciation rights exercised during the thirty-nine weeks ended November 2, 2024 and October 28, 2023:

(in thousands) November 2, 2024 October 28, 2023

Total grant date fair value of awards exercised $ 267 $ 1,292

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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 August 3, 2024, 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:

As of November 2, 2024, 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)

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(1) Amounts reported are the U.S.

Dollar notional amounts outstanding as of August 3, 2024.

As of August 3, 2024, foreign currency exchange forward contracts that were entered into to hedge foreign-currency-denominated net monetary assets and liabilities were as follows:

(in thousands) Notional Amount (1)

British pound $ 11,557

(1) Amounts reported are the U.S.

Dollar notional amounts outstanding as of August 3, 2024 .

dollar notional amounts outstanding as of November 2, 2024.

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 August 3, 2024 and February 3, 2024:

(in thousands) Location August 3, 2024 February 3, 2024 Location August 3, 2024 February 3, 2024

(in thousands) Location November 2, 2024 February 3, 2024 Location November 2, 2024 February 3, 2024

Derivatives designated as cash flow hedging instruments Other current assets

4 unchanged sentences

$ 2,143 $ 1,092 $ 419 $ 539

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 August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

(Loss) gain recognized in AOCL (1)

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 thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Gain recognized in AOCL (1)

$ 1,162 $ 7,151 $ 1,604 $ 7,202

Gain (loss) reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2)

(Loss) gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization (2)

( 351 ) ( 326 ) 659 ( 2,940 )

(1) Amount represents the change in fair value of derivative instruments.

(2) Amount represents gain (loss) 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.

(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 over the next twelve months .

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2024 3Q Form 10-Q

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 August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

(Loss) gain, net recognized in other operating income, net

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 thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Gain (loss) recognized in other operating (income) loss, net

$ 11 $ 2,193 $ 454 $ ( 239 )

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables provide activity in AOCL fo r the thirteen and twenty-six weeks ended August 3, 2024:

Thirteen Weeks Ended August 3, 2024

The following tables provide activity in AOCL fo r the thirteen and thirty-nine weeks ended November 2, 2024:

Thirteen Weeks Ended November 2, 2024

(in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total

Beginning balance at May 4, 2024 $ ( 138,369 ) $ 1,087 $ ( 137,282 )

Other comprehensive income (loss) before reclassifications 3,441 ( 587 ) 2,854

Reclassified gain from AOCL (1)

— ( 527 ) ( 527 )

Beginning balance at August 3, 2024 $ ( 134,928 ) $ ( 63 ) $ ( 134,991 )

Other comprehensive income before reclassifications 84 1,162 1,246

Reclassified loss from AOCL (1)

Tax effect — ( 52 ) ( 52 )

Other comprehensive income (loss) after reclassifications 3,441 ( 1,150 ) 2,291

Ending balance at August 3, 2024 $ ( 134,928 ) $ ( 63 ) $ ( 134,991 )

Twenty-Six Weeks Ended August 3, 2024

Other comprehensive income after reclassifications 84 1,461 1,545

Ending balance at November 2, 2024 $ ( 134,844 ) $ 1,398 $ ( 133,446 )

Thirty-Nine Weeks Ended November 2, 2024

(in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total

4 unchanged sentences

Tax effect — ( 111 ) ( 111 )

Other comprehensive income (loss) after reclassifications 1,604 ( 627 ) 977

Ending balance at August 3, 2024 $ ( 134,928 ) $ ( 63 ) $ ( 134,991 )

(1) Amount represents gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Condensed Consolidated Statements of Operations and Comprehensive Income.

The following tables provide activity in AOCL for the thirteen and twenty-six weeks ended July 29, 2023:

Thirteen Weeks Ended July 29, 2023

Other comprehensive income after reclassifications 1,688 834 2,522

Ending balance at November 2, 2024 $ ( 134,844 ) $ 1,398 $ ( 133,446 )

(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.

The following tables provide activity in AOCL for the thirteen and thirty-nine weeks ended October 28, 2023:

Thirteen Weeks Ended October 28, 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 )

Beginning balance at July 29, 2023 $ ( 136,178 ) $ ( 2,227 ) $ ( 138,405 )

Other comprehensive (loss) income before reclassifications ( 5,042 ) 7,151 2,109

Reclassified loss from AOCL (1)

— 1,708 1,708

Tax effect — ( 218 ) ( 218 )

Other comprehensive (loss) income after reclassifications ( 5,042 ) 7,259 2,217

Ending balance at July 29, 2023 $ ( 136,178 ) $ ( 2,227 ) $ ( 138,405 )

Twenty-Six Weeks Ended July 29, 2023

Ending balance at October 28, 2023 $ ( 141,220 ) $ 5,032 $ ( 136,188 )

Thirty-Nine Weeks Ended October 28, 2023

(in thousands) Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Derivative Financial Instruments Total

5 unchanged sentences

Other comprehensive (loss) income after reclassifications ( 8,567 ) 9,906 1,339

Ending balance at July 29, 2023 $ ( 136,178 ) $ ( 2,227 ) $ ( 138,405 )

Ending balance at October 28, 2023 $ ( 141,220 ) $ 5,032 $ ( 136,188 )

(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.

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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.

The Company’s reportable segments are based on the financial information the CODM uses to allocate resources and assess performance of its business.

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

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All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.

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 group comprised of the Company’s (i) Chief Executive Officer and (ii) Chief Financial Officer and Chief Operating Officer functioned as the Company’s CODM as of November 2, 2024.

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.

Net sales by segment are presented by attributing revenues to a physical store location or geographical region that fulfills the order.

Operating income for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributed to the segment.

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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 August 3, 2024 and February 3, 2024, and for the thirteen and twenty-six weeks ended August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

The following tables provide the Company’s segment information as of November 2, 2024 and February 3, 2024, and for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Americas $ 986,449 $ 867,566 $ 2,707,794 $ 2,264,415

3 unchanged sentences

Operating Income (Loss)

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Operating Income (loss)

Americas $ 304,542 $ 257,440 $ 832,009 $ 590,948

5 unchanged sentences

Marketing, general and administrative expense ( 139,691 ) ( 132,496 ) ( 414,310 ) ( 368,099 )

Other operating income, net 67 2,695 2,025 5,584

Other operating income (loss), net 1,575 ( 1,256 ) 3,600 4,328

Total operating income $ 179,282 $ 138,020 $ 484,756 $ 261,870

1 unchanged sentence

2024 3Q Form 10-Q

(in thousands) August 3, 2024 February 3, 2024

(in thousands) November 2, 2024 February 3, 2024

Americas $ 569,713 $ 372,371

6 unchanged sentences

Brand Information

The following table provides additional disaggregated revenue information, which is categorized by brand, for the thirteen and twenty-six weeks ended August 3, 2024 and July 29, 2023:

Thirteen Weeks Ended Twenty-Six Weeks Ended

(in thousands) August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

The following table provides additional disaggregated revenue information, which is categorized by brand, for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023:

Thirteen Weeks Ended Thirty-Nine Weeks Ended

(in thousands) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Abercrombie (1)

3 unchanged sentences

Total $ 1,208,966 $ 1,056,431 $ 3,363,670 $ 2,827,770

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

(2) Hollister brands includes Hollister and Gilly Hicks

(1) Includes Abercrombie & Fitch and abercrombie kids.

(2) Includes Hollister and Gilly Hicks

Abercrombie & Fitch Co.

1 unchanged sentence

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-Q

Item 1. Financial Statements