ANNUAL REPORT
2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-12107
Abercrombie & Fitch Co.
(Exact name of registrant as specified in its charter)
Delaware
31-1469076
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
6301 Fitch Path
New Albany
Ohio
43054
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (614) 283-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value
ANF
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting
firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes x No
Aggregate market value of the registrant’s Class A Common Stock (the only outstanding common equity of the registrant) held by non-affiliates of
the registrant (for this purpose, executive officers and directors of the registrant are considered affiliates) as of August 2, 2025: $4,185,511,161.
Number of shares outstanding of the registrant’s common stock as of March 20, 2026: 44,924,473 shares of Class A Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, are incorporated by reference into Part III of
this Annual Report on Form 10-K. The registrant expects to file such definitive proxy statement with the Securities and Exchange Commission
within 120 days of its fiscal year ended January 31, 2026.
Table of Contents
Table of Contents
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
13
Item 1B.
Unresolved Staff Comments
26
Item 1C.
Cybersecurity
26
Item 2.
Properties
27
Item 3.
Legal Proceedings
27
Item 4.
Mine Safety Disclosures
27
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
28
Item 6.
[Reserved]
29
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
45
Item 8.
Financial Statements and Supplementary Data
46
Consolidated Statements of Operations and Comprehensive Income (Loss)
46
Consolidated Balance Sheets
47
Consolidated Statements of Stockholders’ Equity
48
Consolidated Statements of Cash Flows
49
Index for Notes to Consolidated Financial Statements
50
Notes to Consolidated Financial Statements
51
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
81
Item 9A.
Controls and Procedures
81
Item 9B.
Other Information
82
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
82
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
83
Item 11.
Executive Compensation
84
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
84
Item 13.
Certain Relationships and Related Transactions, and Director Independence
84
Item 14.
Principal Accountant Fees and Services
84
PART IV
Item 15.
Exhibits and Financial Statement Schedules
85
Item 16.
Form 10-K Summary
85
Index to Exhibits
86
Signatures
89
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Abercrombie & Fitch Co.
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2025 Form 10-K
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K may constitute forward-looking statements (as such term is defined in the
Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change based on various
important factors, many of which may be beyond our control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,”
“anticipate,” “intend,” “should,” “are confident,” “will,” “could,” “outlook,” or the negative versions of those words or other
comparable words and similar expressions may identify forward-looking statements. Future economic and industry trends that
could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-
looking statements included in this Annual Report on Form 10-K will prove to be accurate. Factors that could cause results to
differ from those expressed in the forward-looking statements include, but are not limited to, the risks described or referenced in
“ITEM 1A. RISK FACTORS,” of this Annual Report on Form 10-K and otherwise in our reports and filings with the SEC, as well
as the following:
•
risks and uncertainties related to global trade policy and international trade disputes, including the impact of the
imposition or threat of imposition of new or increased tariffs or modification of existing tariffs by the United States or
foreign governments, including uncertainty regarding the timing and implementation of changes to existing tariff
programs, or other changes to trade policies or arrangements;
•
risks related to changes in global economic and financial conditions, including inflation, and the resulting impact on
consumer spending and our operating results, financial condition, and expense management;
•
risks and uncertainty related to the implementation and effectiveness of new enterprise resource planning (“ERP”)
systems, including the risk of temporary disruptions that may adversely affect inventory management and selling
activities;
•
risks related to our global operations and supply chain, including political or climate-related conditions in the countries
where we sell or source our products;
•
risks related to the geopolitical landscape and ongoing armed conflicts, acts of terrorism, mass casualty events, social
unrest, civil disturbance or disobedience and the impact of such conflicts or events on international trade, supplier
delivery, energy costs, or freight costs;
•
risks related to natural disasters and other unforeseen catastrophic events;
•
risks related to our failure to engage our customers, anticipate customer demand, expectations, and changing fashion
trends, and manage our inventory and product delivery;
•
risks related to our failure to operate effectively in a highly competitive and constantly evolving industry;
•
risks related to our ability to successfully invest in and execute on our customer, digital and omnichannel initiatives;
•
risks related to our ability to successfully execute technology initiatives and partnerships, including those relating to
artificial intelligence (“AI”) technology;
•
risks related to our ability to execute on, and maintain the success of, our current or any future strategic and growth
initiatives, including risks related to the review of strategic alternatives for our Asia-Pacific (“APAC”) business;
•
risks related to the effects of seasonal fluctuations on our sales and our performance during the back-to-school and
holiday selling seasons;
•
risks related to fluctuations in foreign currency exchange rates;
•
risks related to fluctuations in our tax obligations and effective tax rate, including as a result of earnings and losses
generated from our global operations, may result in volatility in our results of operations;
•
risks and uncertainty related to adverse public health developments;
•
risks related to cybersecurity threats and privacy or data security breaches, and the potential loss or disruption of our
information technology systems;
•
risks related to the continued validity of our trademarks and our ability to protect our intellectual property;
•
risks associated with corporate responsibility, including those associated with climate change;
•
risks related to reputational harm to the Company, its officers, and directors;
•
risks related to actual or threatened litigation; and
•
uncertainties related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing laws
and regulations.
In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should
not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved.
The forward-looking statements included herein are based on information presently available to the management of the
Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its
forward-looking statements, including any financial targets and estimates, whether as a result of new information, future events,
or otherwise. As used herein, “Abercrombie & Fitch Co.,” “A&F,” the “Company,” “we,” “us,” “our,” and similar terms include
Abercrombie & Fitch Co. and its subsidiaries, unless the context indicates otherwise.
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Abercrombie & Fitch Co.
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2025 Form 10-K
PART I
Item 1.
Business
GENERAL
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”), 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.
The Company 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.
The Company’s brand families include Abercrombie brands and Hollister 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.
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 was 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. All references herein to the Company’s fiscal years are as
follows:
Fiscal year
Year ended / ending
Number of weeks
Fiscal 2023
February 3, 2024
53
Fiscal 2024
February 1, 2025
52
Fiscal 2025
January 31, 2026
52
Fiscal 2026
January 30, 2027
52
For additional information about the Company’s business, see “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” as well as “ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA,” of this Annual Report on Form 10-K.
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: Americas; EMEA; and APAC.
The Company’s segments are as follows:
Region
Description
Americas
The Americas segment includes operations in North America and South America
EMEA
The EMEA segment includes operations in Europe, the Middle East and Africa
APAC
The APAC segment includes operations in the Asia-Pacific region, including Asia and Oceania.
The Company’s brand families include Abercrombie brands and Hollister brands, each sharing a commitment to offer products of
enduring quality and exceptional comfort that support global customers on their journey to being and becoming who they are.
Brand family
Description
Abercrombie
Abercrombie strives to make every day feel exceptional, creating a sense of getaway through its quality apparel,
accessories and fragrance crafted for every occasion. The Abercrombie brand family connects with customers
through various supporting brands and assortment collections, including, but not limited to, Abercrombie & Fitch,
abercrombie kids, and Your Personal Best (YPB).
Hollister
Hollister creates quality apparel, accessories and fragrance made for capturing moments, creating memories and
being unapologetically you. The Hollister brand family connects with customers through various supporting brands
and assortment collections including, but not limited to, Hollister and Gilly Hicks.
Additional information concerning the Company’s segment and geographic information is contained in Note 18, “SEGMENT
REPORTING” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.
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Abercrombie & Fitch Co.
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2025 Form 10-K
STRATEGY AND KEY BUSINESS PRIORITIES
The Company remains committed to, and confident in, its vision of being a global, digitally-led, omnichannel retailer and
continues to evaluate corporate growth opportunities and initiatives that support this vision.
Over the last several years, A&F Co. has worked to successfully transform its brands, business and culture, while delivering on
its financial commitments. As the Company looks forward, it’s focused on evaluating opportunities that continue to deliver
sustainable, profitable growth. The Company expects to:
•
Deliver Consistent Global Growth Across Brands by investing in owned-and-operated channels with the expectation
of continued net sales growth, including through net new store openings, digital fulfillment, and marketing.
•
Expand Channels and Categories by increasing net sales growth in new and select markets through the use of
franchise, wholesale, and licensing partnerships. The Company also plans to expand into new, adjacent product
categories that resonate with each brand’s target customer.
•
Execute a Multifaceted Strategy that includes evaluating sourcing footprint, adjusting pricing or promotions, and
expense reduction initiatives to stabilize product and operating costs in attempt to meaningfully mitigate external cost
pressure, including near-term tariff impacts.
•
Enhance and Modernize our Key Systems and Leverage Technology to support operational productivity and to
improve the customer journey.
•
Execute Financial Discipline to maintain double-digit operating margins and expand net income per diluted share.
The Company’s strategic priorities continue to evolve based on changing consumer demands and new strategic opportunities,
and management reviews and prioritizes investments and strategic focus areas to address such demands and opportunities.
OVERVIEW OF OPERATIONS
Omnichannel Initiatives
As customer shopping preferences continue to evolve 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. Digital platforms remain a driver for customer engagement and sales, with a majority of
sales continuing to be through digital channels for the Abercrombie brands. Despite this concentration in digital channels, stores
continue to comprise a majority of sales for the Hollister brand’s 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, ship-from-store, and cross-channel returns.
These features allow our customers ease of access to shop the brands’ and a seamless transition between in-store and online
offerings.
Digital Operations
In order to continuously improve the customer experience, including providing a more seamless and consistent shopping
experience across channels, the Company continues to invest in its digital infrastructure. Such investments have included
replacement of our merchandising ERP system, which went live in March 2026. Refer to “ITEM 1A. RISK FACTORS - Our
inability to successfully manage our multi-year ERP system transformations, including the implementation of our new
merchandising and human capital management systems, as well as any future system transformations, may adversely affect our
business and results of operations or the effectiveness of our internal controls over financial reporting.” of this Annual Report on
Form 10-K for further discussion.
As part of its digital operations, the Company utilizes emerging technologies, including AI, to support business processes and the
customer experience. The Company has the capability to ship merchandise to customers in more than 105 countries and
process transactions in 21 currencies and through 17 forms of payment globally. The Company operates desktop and mobile
websites for its brands globally, which are available in various local languages. The Company also operates four mobile
applications that provide an enhanced mobile shopping experience to the customer and provide us with customer insights. The
Company continues to develop and invest its mobile capabilities as mobile engagement continues to grow, with over 89% of the
Company’s digital traffic generated from mobile devices in Fiscal 2025. In addition, in its efforts to expand its global brand reach,
the Company also partners with certain third-party e-commerce platforms.
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Abercrombie & Fitch Co.
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2025 Form 10-K
Store Operations
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 2025, the Company opened 62 new store locations, remodeled 47 store locations, right-sized an
additional 11 store locations and closed 22 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 evolve its omnichannel capabilities to create seamless shopping experiences.
As of January 31, 2026, 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 2026 and Fiscal
2038.
Franchise, License, and Wholesale Operations
The Company seeks to expand its global brand reach, create brand awareness and develop local presence through various
franchise, licensing, and wholesale arrangements. The Company has franchise agreements under which it provides third-party
partners the right to sell its product and operate stores in various geographic regions, including the Middle East, Central America,
South America, and Asia.
The Company also has license agreements under which it acts as a licensee, with various third parties providing the Company
with the rights to sell apparel and accessories with licensed trademarks, such as collegiate and professional sports teams. The
Company also acts as licensor under licensing agreements under which the Company provides licenses to third-party partners to
manufacture and sell designated products, such as certain new and existing apparel categories, eyewear, and fragrances. As of
January 31, 2026, the Company had wholesale partnerships, primarily in the Americas and EMEA.
Store Count
As of January 31, 2026, the Company operated 829 retail stores and the Company’s franchisees operated 60 franchise stores
across the Company’s regions and brands as detailed in the table below.
Americas
EMEA
APAC
Total (1)
Company-owned
Abercrombie
239
36
31
306
Hollister
396
101
26
523
Company-owned total
635
137
57
829
Franchise
Abercrombie
20
9
8
37
Hollister
10
10
3
23
Franchise total
30
19
11
60
Total
665
156
68
889
For Company-owned store count and gross square footage by geographic region and brand as of January 31, 2026, and
February 1, 2025, refer to “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS” of this Annual Report on Form 10-K.
SOURCING OF MERCHANDISE INVENTORY
The Company uses an agile inventory model to help manage inventory costs and production volumes to reflect customer
demand trends. Specifically the Company’s inventory model is intended to help enable optimization of inventory levels, increase
speed and response time to react to customer demand and preferences, and promote operational agility. The Company works
with its network of third-party vendors to supply compelling, high-quality product assortments to its customers. These vendors
are expected to operate in compliance with the laws of their respective countries and all other applicable laws, rules, and
regulations and have committed to follow the standards set forth in the Company’s Vendor Code of Conduct, regarding human
rights, labor rights, environmental responsibility, and workplace safety.
The Company sourced merchandise through approximately 124 vendors located in 15 countries, including the U.S., during Fiscal
2025. Approximately 37% and 26% of cost of merchandise receipts during Fiscal 2025 were from vendors located in Vietnam
and Cambodia, respectively. The Company’s largest vendor accounted for approximately 8% of merchandise sourced in Fiscal
2025, based on the cost of sourced merchandise. The Company believes its product sourcing is appropriately distributed among
vendors. Refer to “ITEM 1A. RISK FACTORS - We depend upon independent third parties for the manufacture and delivery of
our merchandise, and a disruption of the manufacture or delivery of our merchandise could have a material adverse impact on
our business” and “Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain
countries have and could continue to adversely affect our business” of this Annual Report on Form 10-K for further discussion of
risks related to sourcing of our merchandise.
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2025 Form 10-K
DISTRIBUTION OF MERCHANDISE INVENTORY
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.
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 31, 2026 follows:
Location
Company-owned or third-party
New Albany, Ohio (primarily serves store and digital operations)
Company-owned
New Albany, Ohio (serves only digital operations)
Company-owned
Bergen op Zoom, Netherlands (primarily serves store and digital operations)
Third-party
Shanghai, China (primarily serves store and digital operations)
Third-party
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 global customers outside of North America during Fiscal 2025.
CUSTOMER ENGAGEMENT
The Company engages with its customers through in-store and digital interactions, loyalty programs, social media platforms,
mobile applications, online surveys and customer reviews, and continues to evolve in response to the feedback it receives
through these channels. The Company’s customer relationship management strategies support the Company’s development of
direct relationships with its customers and allow the Company to harness insights. Our brands have strong global followings on
key social media platforms, and the Company also partners with brand representatives, influencers, celebrities, and athletes to
market its products and communicate its brands’ identities. The Company aims to be at the forefront of customer engagement
and continues to explore new methods to connect with its customers.
The Company also offers its loyalty programs, Abercrombie’s myAbercrombie® and Hollister’s Hollister House Rewards®. The
Company believes that these programs are important enablers of its customer engagement strategy as the Company aims to
seamlessly interact and connect with customers across all touchpoints through members-only offers, items, and experiences.
Under these loyalty 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. In addition
to earning and redeeming awards, loyalty members may receive other benefits at specified spending threshold tiers, such as free
shipping and extended return windows. The loyalty programs continue to provide timely customer insights and personalization
opportunities, and the Company believes these programs generate repeat business and contribute to higher average transaction
value.
COMPETITION
The Company operates in a rapidly evolving and highly competitive retail business environment. Competitors include individual
and chain specialty apparel retailers; local, regional, national and global department stores; discount stores, fast fashion,
value fashion and off-price retailers; social commerce; and digitally-native brands and online-exclusive businesses. 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; and experience, investing in
immersive, participatory omnichannel shopping environments.
Operating in a highly competitive industry environment can cause the Company to engage in greater than expected promotional
activity, which would result in pressure on average unit retail and profitability. Refer to “ITEM 1A. 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.
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2025 Form 10-K
SEASONAL BUSINESS
Historically, the Company’s operations have been seasonal in nature and consist of two principal selling seasons: 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”). 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. 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.
TRADEMARKS
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. In addition, these trademarks are
either registered, or the Company has applications for registration pending, with the registries of many of the foreign countries in
which the manufacturers of the Company’s products are located. The Company has also registered, or has applied to register,
certain other trademarks in the U.S. and around the world. The Company believes its products are identified by its trademarks
and, therefore, its trademarks are of significant value. Each registered trademark has a duration of 10 to 20 years, depending on
the date it was registered, and the country in which it is registered, and is subject to an indefinite number of renewals for a like
period upon continued use and appropriate application. The Company intends to continue using its core trademarks and to timely
renew each of its registered trademarks that remain in use.
INFORMATION TECHNOLOGY SYSTEMS
The Company’s owned and third-party-operated management information technology systems consist of a full range of retail,
merchandising, human resource and financial systems. These systems include applications related to point-of-sale, digital
operations, inventory management, supply chain, planning, sourcing, merchandising, payroll, scheduling and financial reporting.
The Company continues to invest in technology to upgrade its core systems, including its merchandising and human capital
management ERP systems and modernizing its key data platforms, to enhance reporting and analytics, create efficiencies and to
support its digital operations, omnichannel capabilities, customer relationship management tools and loyalty programs.
WORKING CAPITAL
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 a discussion of the Company’s cash requirements and sources of cash
available for working capital needs and investment opportunities.
HUMAN CAPITAL MANAGEMENT
The Company strives to create a culture that drives strategic and key business priorities forward, while being welcoming and
inclusive, encouraging associates to impact their global communities positively. 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.
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2025 Form 10-K
Therefore, the Company believes that the attraction, retention, and management of qualified talent are integral to its success. The
Company 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:
•
Living a corporate purpose of “Being here for you on the journey to being and becoming who you are.” The
Company’s corporate purpose was developed after conducting listening sessions with our associates and customers,
and by weaving in key themes from each of the brand purposes.
•
Offering competitive compensation and benefits to help the Company attract, motivate, and retain the key talent
necessary to achieve outstanding business and financial results. The Company’s compensation offerings include cash-
based and equity-based incentive awards for eligible associates in order to align the interests of those associates with
our stockholders. In addition, the Company continues to provide hybrid and remote work arrangements for corporate
home office associates where feasible, including “work from anywhere” days and weeks. We also support our
associates and their families beyond our competitive compensation with comprehensive benefits offerings based on
associate eligibility and geographic location. For example, we provide 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 associate experience. The
Company regularly holds all-Company meetings that enable us to communicate with our associates. The Company also
collects feedback through various engagement surveys throughout the year to better understand the associate
experience and drive improvements, with the most recent organization-wide survey conducted in January 2026.
•
Fostering associate development by providing a wide variety of growth and development opportunities throughout
associates’ careers. This includes structured development programs, access to online skill development platforms,
stretch assignments, internal career pathing, self-awareness exercises, and active coaching. The Company also uses
leadership standards to help associates identify the core behaviors essential for their career growth, as well as personal
growth, on their journey at the Company. 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, as well as formalized talent reviews to discuss associate development opportunities.
•
Aiming to create a culture of belonging and working to ensure that all associates feel respected and represented.
We believe that when we do this, we are stronger across every aspect of our business. The Company follows core
principles to embed a sense of community into our organization and promote inclusion and belonging, including having
a workforce that reflects the communities we serve, building a leadership team that reflects the values of our workforce,
welcoming all associates to participate in any of our associate resource groups, and driving fairness through our
compensation and benefits offerings.
•
Encouraging community involvement of our associates by promoting various charitable, philanthropic, and social
awareness programs, which the Company believes fosters a collaborative and rewarding work environment. The
Company provides support to global organizations in the form of cash donations, volunteerism, and in-kind support. In
partnership with its vendor partners, customers, and associates, the Company is proud to support community partners
serving youth, teens, and young adults with a focus on mental health and wellness, empowerment, and inclusion. The
Company offers our associates a paid volunteer day each year for eligible volunteer work.
•
Focusing on the health and safety of our associates by investing in various wellness programs that are designed to
enhance the physical, financial, and mental well-being of our associates globally. The Company provides benefits-
eligible associates and their families with access to free and confidential counseling through our Employee Assistance
Program, as well as free access to a meditation and mindfulness app. The Company also provides regular
programming on financial planning and mental health.
Associates
The Company employed approximately 43,200 associates globally as of January 31, 2026, of whom approximately 36,600 were
part-time associates. As of January 31, 2026, the Company employed approximately 34,800 associates in the U.S., and
employed approximately 8,400 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.
Board Oversight
A&F’s Board of Directors (the “Board of Directors”) and its committees oversee human capital matters. The Compensation and
Human Capital Committee of the Board of Directors oversees the Company’s overall compensation structure, policies and
programs, as well as administration of the Company’s cash-based and equity-based performance award programs. The
Compensation and Human Capital Committee further reviews and monitors the Company’s human capital management
strategies, programs, policies and practices, including those relating to organizational structure and key reporting relationships,
as well as recruitment, retention, and development of the Company’s associates. The Board of Directors reviews succession
plans for the Company’s executive officers and discusses human capital matters with senior leadership.
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2025 Form 10-K
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
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 26, 2026:
Fran Horowitz, Chief Executive Officer and Director
Age: 62
Executive Roles:
• 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, 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)
• Formerly held various merchandising roles at Bloomingdale’s and various positions at Bergdorf Goodman, Bonwit
Teller and Saks Fifth Avenue
Former Directorships:
• Former member of the Board of Directors of Conagra Brands, Inc. (NYSE: CAG), one of North America’s leading
branded food companies (July 2021 to June 2025)
Robert J. Ball, Executive Vice President, Chief Financial Officer
Age: 46
Executive Roles:
• Executive Vice President, Chief Financial Officer of the Company (December 2025 to present)
• Senior Vice President, Chief Financial Officer of the Company (November 2024 to December 2025)
• Senior Vice President, Corporate Finance, Investor Relations, and Treasury of the Company (May 2023 to
November 2024)
• Formerly held various finance and leadership positions with the Company including: Group Vice President,
Corporate Finance and Transformation Management Office (August 2022 to May 2023); Vice President/Group
Vice President, Corporate Finance (January 2018 to August 2022); and Chief Financial Officer, Abercrombie &
Fitch and abercrombie kids Brand (September 2014 to January 2018)
• Formerly held roles of increasing responsibility in the Company’s finance department, including roles in financial
reporting, financial planning and analysis, and real estate accounting (January 2003 to September 2014)
Scott D. Lipesky, Executive Vice President, Chief Operating Officer
Age: 51
Executive Roles:
• Executive Vice President, Chief Operating Officer of the Company (November 2024 to present)
• Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company (May 2023 to
November 2024)
• 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)
• Formerly held various leadership roles and finance positions with the Company including: Chief Financial Officer,
Hollister Brand (September 2014 to October 2016); Vice President, Merchandise Finance (March 2013 to
September 2014); Vice President, Financial Planning and Analysis (November 2012 to March 2013); and Senior
Director, Financial Planning and Analysis (November 2010 to November 2012)
• Formerly held finance roles at FTI Consulting Inc., and The Goodyear Tire & Rubber Company, and was a
Certified Public Accountant with PricewaterhouseCoopers LLP
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2025 Form 10-K
Samir Desai, Executive Vice President, Chief Digital and Technology Officer
Age: 45
Executive Roles:
• 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: Chief Technology Officer (April 2016 to
June 2021), Vice President, Technology (April 2013 to April 2016), Senior Director Technology (April 2011 to April
2013), Director Technology (October 2005 to April 2011)
• Formerly held technology roles at Intertex Apparel Group, a manufacturer and importer of branded and private
label apparel (July 2002 to October 2005), including Director, Information Technology
Current Directorships:
• Member of the Board of Directors of Arhaus, Inc. (NASDAQ: ARHS), a rapidly growing lifestyle brand and
omnichannel retailer of premium home furnishings (July 2025 to present)
Gregory J. Henchel, Executive Vice President, General Counsel and Corporate Secretary
Age: 58
Executive Roles:
• Executive Vice President, General Counsel and Corporate Secretary of the Company (October 2021 to present)
• Senior Vice President, General Counsel and Corporate Secretary of the Company (October 2018 to October 2021)
• Former Executive Vice President, Chief Legal Officer and Secretary of HSN, Inc., a $3+ billion multi-channel
retailer (February 2010 to December 2017)
• Former Senior Vice President and General Counsel of Tween Brands, Inc., a specialty retailer (October 2005 to
February 2010) and Secretary (August 2008 to February 2010)
• Formerly held various roles at Cardinal Health, Inc., a global medical device, pharmaceutical and healthcare
technology company, including Assistant General Counsel (2001 to October 2005), and Senior Litigation Counsel
(May 1998 to 2001)
• Formerly held position as a litigation associate with the law firm of Jones Day (September 1993 to May 1998)
Jay Rust, Executive Vice President, Global Human Resources
Age: 39
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
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2025 Form 10-K
GOVERNMENT REGULATIONS
As a global organization, the Company is subject to the laws and regulations of the U.S. and multiple foreign jurisdictions in
which it operates. These laws and regulations include a broad range of matters, including, but not limited to: trade, transportation
and logistic laws, including tariffs and import and export regulations; tax laws and regulations; product and consumer safety laws;
anti-bribery and corruption laws; employment and labor laws; antitrust or competition laws; data privacy or cybersecurity laws;
and environmental regulations.
Laws and regulations have had, and may continue to have, a material impact on the Company’s operations as described further
within “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" of this Annual Report on Form 10-K.
Refer to “ITEM 1A. RISK FACTORS” of this Annual Report on Form 10-K for a discussion of the potential impacts regulatory
matters may have on the Company in the future, including those related to environmental matters. Compliance with government
laws and regulations has not had a material effect on the Company’s capital expenditures, earnings or competitive position.
OTHER INFORMATION
A&F makes available free of charge on its website, corporate.abercrombie.com, under the “Investors – Financials & Filings -
SEC Filings” section, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as soon as reasonably practicable after A&F electronically files such material with, or
furnishes it to, the Securities and Exchange Commission (the “SEC”). A&F also makes available free of charge in the same
section of its website its definitive proxy materials filed pursuant to Section 14 of the Exchange Act, as soon as reasonably
practicable after A&F electronically files such proxy materials with the SEC. The SEC maintains a website that contains
electronic filings by A&F and other issuers at www.sec.gov.
A&F has included certain of its website addresses throughout this filing as textual references only. Information on the A&F
websites shall not be deemed incorporated by reference into, and do not form any part of, this Annual Report on Form 10-K or
any other report or document that A&F files with or furnishes to the SEC.
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2025 Form 10-K
Item 1A. Risk Factors
Investing in our securities involves risk. The following risk factors should be read carefully in connection with evaluating our
business and the forward-looking statements contained in this Annual Report on Form 10-K. Any of these risk factors could lead
to material adverse effects on our business, operating results and financial condition. Additional risks and uncertainties not
currently known to us or that we currently do not view as material may also become materially adverse to our business in future
periods or if circumstances change.
MACROECONOMIC AND INDUSTRY RISKS.
Failure to engage our customers, anticipate customer demand and changing fashion trends, and manage our inventory
commensurately could have a material adverse impact on our business.
Our success largely depends on our ability to anticipate and gauge the fashion preferences of our customers and provide
merchandise that satisfies constantly shifting demands in a timely manner. Because we may enter into agreements for the
manufacture and purchase of merchandise well in advance of the applicable selling season, we are vulnerable to changes in
consumer preferences and demand, pricing shifts, and the sub-optimal selection and timing of merchandise purchases. We
expect continuously changing fashion-related trends and consumer tastes to influence future demand for our products. Changes
in consumer tastes, fashion trends and brand reputation can have an impact on our financial performance.
Moreover, there can be no assurance that we will continue to anticipate consumer demands and macroeconomic events or to be
successful in accurately planning inventory in the future. Changing consumer preferences, spending patterns, and fashion
trends, and our ability to anticipate, identify and swiftly respond to them, could adversely impact our sales. Inventory levels for
certain merchandise styles no longer considered to be “on trend” may increase, leading to higher markdowns to sell through
excess inventory and, therefore, lower than planned margins. Conversely, if we underestimate consumer demand for our
merchandise, or if our manufacturers fail to supply quality products in a timely manner, we may experience inventory shortages
that we cannot adequately mitigate through expedited inventory production and delivery, which may negatively impact customer
relationships, diminish brand loyalty and result in lost sales.
We could also be at a competitive disadvantage if we are unable to effectively leverage data analytics to retrieve timely, customer
insights to appropriately respond to customer demands and improve customer engagement through efforts such as marketing
activities. Any of these events could significantly harm our operating results and financial condition.
We are also vulnerable to factors affecting inventory flow and availability of inventory. Impacts may be caused by natural
disasters, unanticipated climate patterns and events, systems disruptions or outages, or inventory shrinkage due to theft
(including by our employees, customers, or through organized retail crime). Such events may significantly impact anticipated
customer demand or may impact availability of our inventory. If we are not able to adjust appropriately to such factors, our
inventory management may be negatively affected, which could adversely impact our performance and our reputation.
Our failure to operate effectively in a highly competitive and constantly evolving industry could have a material adverse impact on
our business.
The sale of apparel, personal care products and accessories for men, women and kids is a highly competitive business with
numerous participants, including individual and chain specialty apparel retailers, local, regional, national and global department
stores, discount stores, fast-fashion retailers, digitally-native brands, and online-exclusive businesses. Fast fashion, value
fashion and off-price retailers have shifted customer expectations of pricing for well-known brands and the proliferation of the
digital channel and the rise in popularity of social commerce has encouraged the entry of many new competitors and an increase
in competition from established companies. These increases in competition could reduce our ability to retain and grow sales,
resulting in an adverse impact to our operating results and business.
We face a variety of challenges in the highly competitive and constantly evolving retail industry, including:
•
Anticipating and responding to changing consumer shopping preferences more quickly than our competitors;
•
Maintaining favorable brand recognition;
•
Effectively marketing our products to consumers across varying demographic markets, including through social media
platforms, search engines, and emerging AI-enabled discovery;
•
Effectively identifying, evaluating, and competing on new and emerging digital selling platforms and commerce models,
including social commerce platforms and AI-enabled or agentic shopping experiences;
•
Effectively establishing and maintaining relationships with organizations, key brand representatives, influencers, athletes,
and other celebrities as part of our marketing strategy to promote our brands and products;
•
Retaining customers, including our loyalty club members, and the marketing costs to do so and to acquire new
customers;
•
Developing innovative, high-quality merchandise in styles that appeal to consumers and in ways that favorably distinguish
us from our competitors;
•
Operating in a highly promotional retail environment;
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2025 Form 10-K
•
Engaging in promotional activity and appropriately pricing our products without diminishing the aspirational nature of our
brands and brand equity; and
•
Identifying and assessing disruptive innovation, by existing or new competitors, that could alter the competitive landscape
by: improving the customer experience and heightening customer expectations; transforming supply chain and corporate
operations through changes to digital technologies and innovations, including the use of AI and machine learning; and
enhancing management decision-making through use of data analytics to develop new consumer insights.
In light of the competitive challenges we face, we may not be able to compete successfully in the future. Additionally, increases in
the number or strength of our competitors could reduce our sales, which in turn could have a material adverse effect on our
results of operations and financial condition.
Changes in global economic and financial conditions, including the impact on consumer confidence and spending, could have a
material adverse impact on our business.
Because we primarily serve individual consumers, our business is sensitive to changes in consumer confidence and
discretionary spending levels. In addition, as a global business that sources a significant portion of our merchandise from outside
the United States and generates revenue across domestic and international markets, we are exposed to macroeconomic
conditions, trade policies, and currency fluctuations that may affect costs and demand across regions.
Uncertainty as to, and the state of, the global economy and global financial condition could have an adverse effect on our
operating results and business. Our business is subject to factors that are impacted by worldwide economic conditions, including
heightened inflation levels (which has occurred), unemployment levels, consumer credit availability, consumer debt levels,
reductions in consumer net worth based on declines in the financial, residential real estate and mortgage markets, bank failures,
sales and personal income tax rates, fuel and energy prices, global food supplies, rising or uncertain interest rates, new or
increased tariffs, trade disputes, consumer confidence in future economic and political conditions, consumer perceptions of
personal well-being and security, the value of the U.S. dollar versus foreign currencies, geopolitical conflicts, and other
macroeconomic factors. For example, during Fiscal 2025, the U.S. announced a universal baseline tariff on all U.S. imports, plus
additional country-specific tariffs for select countries, including the countries from which we source a predominant portion of our
merchandise. As a result, we incurred approximately $90 million of net tariff expense, or 170 basis points as a percent of net
sales for Fiscal 2025, which negatively impacted our operating profit in Fiscal 2025. See “Changes in tariff policy regarding
merchandise produced in, and raw materials sourced from, certain countries have and could continue to adversely affect our
business” Other changes in global economic and financial conditions could impact our ability to fund growth and our ability to
access external financing in the credit and capital markets.
In addition, our business depends on consumer demand for our merchandise. Consumer confidence and discretionary spending
habits, including purchases of our merchandise, can be adversely impacted by recessionary periods, inflation and other
macroeconomic conditions adversely impacting levels of disposable income. We may not be able to accurately anticipate or
predict consumer demand and behavior, such as taste and purchasing trends, in response to adverse economic conditions,
which could result in lower sales, excess inventories and increased mark-downs, all of which could negatively impact our ability
to achieve or maintain profitability. In the event that the U.S. and global economy worsens, or if there is a decline in consumer
spending levels or other unfavorable conditions, we could experience lower than expected revenues, which could force us to
delay or slow the implementation of our growth strategies and adversely impact our results of operations.
The economic conditions and factors described above could adversely impact our results of operations, liquidity and capital
resources, and may exacerbate other risks within this section of “ITEM 1A. RISK FACTORS”.
Fluctuations in foreign currency exchange rates and our ability to mitigate the effects of such volatility could have a material
adverse impact on our business.
Due to our global operations, we are exposed to foreign currency exchange rate risk with respect to our sales, profits, assets and
liabilities denominated in currencies other than the U.S. dollar. In addition, certain of our subsidiaries transact in currencies other
than their functional currency, including intercompany transactions, which results in foreign currency transaction gains or losses.
Furthermore, we purchase substantially all of our inventory in U.S. dollars. As a result, our sales, gross profit and gross profit rate
from global operations will be negatively impacted during periods of a strengthened U.S. dollar relative to the functional
currencies of our foreign subsidiaries. Additionally, changes in the effectiveness of our hedging instruments may negatively
impact our ability to mitigate the risks associated with fluctuations in foreign currency exchange rates. For example, changes in
inventory purchase assumptions have resulted in changes in the effectiveness to certain of our hedging instruments, and we
could see similar impacts in future periods.
Fluctuations in foreign currency exchange rates could adversely impact consumer spending, delay or prevent successful
penetration into new markets or adversely affect the profitability of our global operations. Certain events could cause uncertainty
with respect to trade policies, tariffs and government regulations and actions affecting trade between the U.S. and other
countries, have increased global economic and political uncertainty in recent years and could result in volatility of foreign
currency exchange rates as these events develop.
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2025 Form 10-K
Our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions that our
stores are located in or around.
Our stores are primarily located in shopping malls and other shopping centers. Our sales at these stores are partially dependent
upon the volume of traffic in those shopping centers and the surrounding area which, for some centers, has been in decline. Our
stores may benefit from the ability of a shopping center’s other tenants and area attractions to generate consumer traffic in the
vicinity of our stores and the continuing popularity of the shopping center. We cannot control the loss of an “anchor” tenant or
other significant tenant in a shopping mall or area attraction, the development of new shopping malls in the U.S. or
internationally, the availability or cost of appropriate locations, the success of individual shopping malls, or the increasing impact
of digital channels on shopping mall traffic. Additionally, we face competition with other retailers for prominent locations.
All of these factors may impact our ability to meet our productivity or our growth objectives for our stores and could have a
material adverse impact on our financial condition or results of operations. Part of our future growth is dependent on our ability to
operate stores in desirable locations, with capital investment and lease costs providing the opportunity to earn a reasonable
return. We cannot be sure when or whether such desirable locations will become available at reasonable costs.
The impact of natural disasters, negative climate patterns, public health crises, geopolitical tension, armed conflict, acts of
terrorism, social unrest, civil disturbance or disobedience, political crises, and other unexpected and catastrophic events could
result in interruptions to our operations, as well as to the operations of our third-party partners, and have a material adverse
impact on our business.
Our retail stores, corporate offices, distribution centers, and digital operations, as well as the operations of our vendors and
manufacturers, are vulnerable to disruption from natural disasters and other adverse weather events; negative climate patterns;
public health crises; geopolitical uncertainty or unrest, such as acts of terrorism, war, civil disturbance or disobedience, and other
political instability; power interruptions or infrastructure disruptions; and other catastrophic events. In the past, events of this
nature, including public health crises and geopolitical conflict, have disrupted commerce, and future occurrences of such events,
whether domestic or international, could similarly disrupt commerce and adversely affect our operations.
These events could disrupt the operations of our corporate offices, global stores, and supply chain and those of our third-party
partners, including our vendors and manufacturers. In addition to impacts on global operations, events of this nature could result
in a reduction in the availability and quality, and as a result pricing volatility of, raw materials used to manufacture our
merchandise, delays in merchandise fulfillment and deliveries, supply chain delays due to closed or reduced-capacity for trade
routes and factories, reduced workforces, or scarcity of raw materials, as well as increased fuel and energy costs, which could
further increase transportation and freight expenses. With a substantial portion of our merchandise being imported from foreign
countries, any failure to obtain merchandise from our foreign manufacturers, or to do so at similar costs and in a timely manner,
or to identify suitable substitute manufacturers, could adversely affect our operating results and financial condition.
Events of this nature may also undermine consumer confidence and consumer spending, and adversely affect our operating
results by causing, among other things, loss of customers and revenues due to store closures or an inability to respond to
customer demand, increased costs to meet consumer demand (which we may not be able to pass on to customers), reduced
consumer demand or confidence, and changes in consumers’ discretionary spending habits. In addition, historically, our
operations have been seasonal, and natural disasters, adverse weather conditions, or unseasonable weather patterns
occurring , may diminish demand for our seasonal merchandise and influence consumer preferences, fashion trends, consumer
traffic, and shopping habits.
Other factors that would negatively impact our ability to successfully operate due to the impact of these types of events include,
but are not limited to:
•
Physical losses to our stores, distribution centers, or offices that may incur costs that exceed our applicable insurance
coverage for any necessary repairs to damages or business disruptions;
•
Temporary or prolonged store closures, including in situations of severe weather or climate conditions, stay-at-home
orders, travel restrictions, impacts of armed conflict, or other concerns related to physical safety.
•
Reduced consumer demand or customer traffic to our stores in certain regions due to actual or perceived risks arising
from geopolitical instability, armed conflict, or other catastrophic events;
•
Delays in, or our ability to complete, planned store openings on the expected terms or timing, or at all based on
shortages in labor and materials and delays in the production and delivery of materials;
•
Constraints on our liquidity and our ability to access debt or equity capital on attractive terms, or at all, during periods of
uncertainty and instability in the global financial markets, which may affect our ability to fund business operations or
address maturing liabilities.
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2025 Form 10-K
STRATEGIC RISKS.
Changes to our long-term business strategy or a failure to successfully execute on our long-term strategic plans could adversely
impact our financial condition and reputation.
While we have successfully executed long-term initiatives, our continued ability to effectively execute on and maintain the results
of our long-term business strategy is subject to various risks and uncertainties as described herein. In addition, we may modify or
adjust future long-term strategies to meet changes in our business environment.
While we believe that our successful execution and ability to attain certain established goals and targets have contributed to
long-term revenue growth and profitability, there is no assurance regarding the extent to which we will realize the anticipated
objectives or sustain the financial objectives, if at all, or regarding the timing of such anticipated benefits. Our failure to realize the
anticipated objectives or sustain financial objectives established in our long-term strategic plans, which may be due to our
inability to execute established long-term target or goals, changes in consumer demand, competition, macroeconomic conditions
(including inflation or tariffs), retention of key talent, and other risks described herein, could have a material adverse effect on our
business.
If the continued execution and maintenance of our long-term business strategy is not successful, or we do not realize the full
objectives to the extent or in the timeline that we anticipate, our financial condition and reputation could be adversely affected.
Our failure to attract, retain, and effectively manage strategic partnerships with third parties could have a material adverse impact
on our business.
In order to compete in this highly competitive and constantly evolving industry, at times, we have entered into and plan to
continue to enter into new strategic partnerships with third parties to expand our global brand reach, and we may launch new
concepts or brands to expand our portfolio. Such strategic partnerships may include sponsorship, wholesale, franchise, or
licensing arrangements in which we license our brands and intellectual property for use on products produced, marketed and/or
sold by third parties, and licensing arrangements in which we license intellectual property from third parties. Such arrangements
are subject to additional risks, including our ability to comply with obligations under the agreements that we have with third
parties, the abrupt termination of such arrangements, or actions taken by third-party wholesale, franchise, licensees, or other
partners that may materially diminish the value of our intellectual property or our brands’ reputations.
These initiatives, and others that we may engage in to respond to the highly competitive and evolving industry in which we
operate, could result in significant financial and operational investments that do not provide the anticipated benefits or desired
rates of return and there can be no guarantee that pursuing these investments or strategic partnerships will result in improved
operating results.
Our failure to evaluate and manage our global store network could have a material adverse impact on our business.
With the evolution of digital and omnichannel capabilities, customer expectations have shifted and there has been greater
pressure for a seamless omnichannel experience across all channels. Through our multi-year global store network optimization
initiative, we have taken actions to optimize our store productivity by remodeling, right-sizing or relocating stores to smaller
square footage locations, and closing legacy stores. Modernizing and growing our store fleet is an important part of our business
strategy and failure to evaluate and manage our global store network could have an adverse impact on our results of operations.
The ability to modify existing leases, to remodel or repurpose existing locations, and to open new stores experiences requires
partnership with our landlords. If our partnerships with our landlords were to deteriorate, this could adversely affect the pace of
opening new store experiences and/or lead to an increase in store closures. In addition, if there is an increase in events such as
landlord bankruptcies, or mall foreclosures, competition between retailers could increase for remaining suitable store locations.
Pursuing the wrong opportunities and any delays, cost increases, disruptions or other uncertainties related to those opportunities
could adversely affect our results of operations. If our investments in new stores or remodeling and right-sizing existing stores do
not achieve appropriate returns, our financial condition and results of operations could be adversely affected.
Although we attempt to open new stores in prominent locations, it is possible that locations which were prominent when we
opened our stores may lose favor over time.
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2025 Form 10-K
Our inability to effectively conduct business in international markets, including as a result of operational, legal, tax, regulatory,
political, and economic risks could have a material adverse impact on our business.
We operate on a global basis and are subject to risks associated with operating in international markets that could have a
material adverse impact on our business. Such risks include, but are not limited to, the following:
•
addressing the different operational requirements present in each country in which we operate, including those related to
employment and labor, transportation, logistics, real estate, lease provisions, and local reporting or legal requirements;
•
supporting global growth by successfully executing our commercial strategy through local customer- and product-facing
teams and certain corporate support functions at our regional headquarters located in Shanghai, China and London,
United Kingdom;
•
hiring, training, and retaining qualified personnel and maintaining effective labor relations, including in regions where
associates are represented by workers’ councils and unions;
•
retaining acceptance from local customers;
•
managing inventory effectively to meet the needs of existing stores on a timely basis;
•
political, civil and social unrest, and instability;
•
government regulations affecting trade between the U.S. and other countries, including tariffs and customs laws;
•
tax rate volatility and our ability to realize tax benefits resulting from non-U.S. operations;
•
managing foreign currency exchange rate risks effectively; and
•
the substantial investments of time and resources we make to operate in international markets may not achieve
acceptable returns, and sustained declines in revenue or profitability in one or more international regions or operating
segments could result in store closures, divestitures, restructuring costs, or impairment losses, all of which could
adversely impact our business, profitability, and results of operations; for example, in March 2026, we announced that we
are conducting a review of strategic alternatives for our APAC region.
We are subject to U.S. laws related to global operations, including the Foreign Corrupt Practices Act, as well as the laws of the
foreign countries in which we operate. Violation of such laws by our overseas operations, associates, or agents, could result in
sanctions, penalties, or reputational harm, which could adversely affect our business and operating results.
Our failure to realize the anticipated benefits of our transition to a regional-based organizational model could have a negative
impact on our business.
During Fiscal 2023, to drive ongoing brand growth and leverage the knowledge and experience of its regional teams, the
Company reorganized its structure and now primarily manages its business on a geographic basis, consisting of three reportable
segments: Americas; EMEA, and APAC. As a result of our regional-based organizational model, we have decentralized execution
of our commercial strategy in each international region from our global home office to our regional headquarters located in
Shanghai, China and London, United Kingdom. Failure to realize the anticipated benefits of our recent transition to a regional-
based organizational model could have a negative impact on our business. In addition, realization of the anticipated benefits of
this new regional-based organizational model is dependent on the effectiveness of this new operating structure.
OPERATIONAL RISKS.
Failure to protect our reputation could have a material adverse impact on our business.
Our ability to maintain our reputation is critical and public perception about our products or operations, whether justified or not,
could impair our reputation, involve us in litigation, damage our brands and have a material adverse impact on our business.
Events that could jeopardize our reputation, include, but are not limited to, the following:
•
We fail to maintain high standards for merchandise quality and integrity;
•
We fall victim to a cyber-attack, resulting in customer data being compromised;
•
We fail to comply with ethical, social, product, labor, health and safety, legal, accounting or environmental standards, or
related political considerations;
•
Third parties with which we have a business relationship, including our brand representatives and influencer network,
and our wholesale, franchise licensing, or marketplace partners, fail to represent our brands in a manner consistent with
our brand image or act in a way that harms their reputation;
•
Misconduct or illegal activities by our current and former associates, directors, advisors, third-party business partners,
or others affiliated, or perceived to be affiliated, with the Company;
•
Third-party vendors fail to comply with our Vendor Code of Conduct or any third parties with which we have a business
relationship fail to represent our brands in a manner consistent with our brand image;
•
Unfavorable media publicity, influencer reviews on social media, or negative consumer perception of our products,
operations, brand or experience; and
•
Our position or perceived lack of position on corporate social responsibility topics, public policy or other similar issues
and any perceived lack of transparency about those matters.
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In addition, in recent years there has been an increase in media platforms, particularly, social media and our use of social media
platforms is an important element of our omnichannel marketing efforts. As social media continues to be an important channel for
customer engagement, our brands’ interactions may be subject to heightened public scrutiny. Given the unpredictable nature of
consumer reactions to social media messaging, our efforts may not resonate as intended and could result in negative public
attention or reputational harm. For example, we maintain various social media accounts for our brands, including Instagram,
TikTok, Facebook, X (f/k/a Twitter), SnapChat, and Pinterest accounts. Negative publicity or actions taken by individuals that we
partner with, such as brand representatives, influencers or our associates, that fail to represent our brands in a manner
consistent with our brand image or act in a way that harms their reputation, whether through our social media accounts or their
own, could harm our brand reputation and materially impact our business. Social media also allows for anyone to provide public
feedback, which could influence perceptions of our brands and reduce demand for our merchandise.
Our reputation also depends on the success of our corporate social responsibility and sustainability initiatives, which require
Company-wide coordination and alignment on managing related risks and costs and may ultimately not be successful. Increased
focus by governmental and nongovernmental organizations, regulators, investors, employees, and consumers on matters such
as climate change, human capital, labor, and risk oversight heightens the risk of negative public reaction, public backlash, or
pressure regarding our disclosures, initiatives, products, or practices related to sustainability or social issues, which could
adversely affect our reputation, business operations, and financial results. These risks also include increased regulatory and
stakeholder pressure to expand disclosures, make commitments, set targets, or establish additional goals and take actions to
meet them, which could expose us to business, legal, market, reputational, operational, and execution risks and costs. If we
announce such initiatives or goals, we may fail, or be perceived to fail, to appropriately set, timely meet, or report our progress,
or act responsibly with respect to such initiatives or goals. In addition, divergent stakeholder perspectives regarding
environmental, social, and governance, and other corporate responsibility matters, may result in criticism of the nature, scope, or
revision of our initiatives or goals, and we may not be able to satisfy all expectations, potentially leading to negative publicity,
consumer backlash (including boycotts), and adverse impacts on our reputation, results of operations, financial condition, and
cash flows.
Damage to our reputation and loss of consumer confidence for these or any other reasons could lead to adverse consumer
actions, including boycotts, have negative impacts on investor perception and could impact our ability to attract and retain the
talent necessary to compete in the marketplace or to attract or retain business partners for third-party relationships such as
licensing or franchise arrangements, all of which could have a material adverse impact on our business, as well as require
additional resources to rebuild our reputation.
Failure to continue to successfully manage the complexities of our omnichannel operations and of our customers’ omnichannel
shopping experience, or failure to continue to successfully invest in customer, digital and omnichannel initiatives could have a
material adverse impact on our business.
As omnichannel retailing continues to evolve, our customers increasingly interact with our brands through a variety of digital and
physical spaces, and expect seamless integration across all touchpoints. As our success depends on our ability to effectively
manage the complexities of our omnichannel operations and of our customers’ omnichannel shopping experience, including our
ability to respond to shifting consumer traffic patterns, receive and fulfill orders, and engage our customers, we have made
significant investments and operational changes to develop our digital and omnichannel capabilities globally. Such investments
and operational changes include the development of localized fulfillment, shipping and customer service operations, investments
in digital media to attract new customers, and the rollout of omnichannel capabilities listed in “ITEM 1. BUSINESS” of this Annual
Report on Form 10-K.
While we must keep up to date with technology trends in the retail environment in order to manage our successful omnichannel
shopping experience, it is possible these initiatives may not provide the anticipated benefits or desired rates of return. For
example, we could be at a competitive disadvantage if we are unable to effectively collect data and leverage data analytics to
retrieve timely, customer insights to appropriately respond to customer demands and improve customer engagement across
channels or if innovative digital products and features we develop are not utilized or received by customers as anticipated.
In addition, digital operations are subject to numerous risks, including reliance on third-party computer hardware/software and
service providers, data breaches, the variability of the rate of merchandise returns, violations of evolving government
interpretations of laws and regulations, including those relating to online privacy, credit card fraud, telecommunication failures,
electronic break-ins and similar compromises, and disruption of services. Changes in foreign governmental regulations and
interpretations may also negatively impact our omnichannel operations, including our ability to accept orders and deliver product
to our customers. Failure to successfully respond to these risks may adversely affect sales as well as damage the reputation of
our brands.
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If our information technology systems are disrupted or fail to operate effectively, or if we are unable to successfully implement
new technology, including significant system upgrades, our business and results of operations could be adversely affected.
We rely heavily on our own information technology systems and on third-party systems in both our customer-facing and
corporate operations to operate our websites and mobile apps; process transactions; respond to customer inquiries; manage
inventory; purchase, sell, and ship merchandise; maintain our loyalty programs; manage our workforce; and support other
customer-facing and business objectives. Given the significant number of transactions completed annually, the effective and
secure operation of our computer hardware, telecommunications, and software systems is critical. Despite efforts to prevent such
occurrences, our systems may be vulnerable from time to time to damage or interruption resulting from computer viruses, power
interruptions or outages, system failures, third-party intrusions, inadvertent or intentional breaches by our associates, third-party
service providers or business partners, or threat actors, and other technical malfunctions. The increasing sophistication,
availability, and use of AI by threat actors further elevates these risks. If our systems are damaged, fail to function properly, or
become outdated relative to those of our competitors, we may be required to make significant investments to repair or replace
such systems and could experience operational delays or disruptions.
We have made and expect to continue to make significant investments of capital, time, and management attention to modernize
our core systems, and the effectiveness of these investments may be less predictable than others and may fail to deliver the
anticipated benefits or returns. As part of these efforts, we began a multi-year process to upgrade our merchandising ERP
system and to implement a new human capital management system. In March 2026, we went live with a new merchandising
ERP system. The transition to the new system temporarily impacted operations, including limiting inventory receipts and
movement across the business, which is expected to unfavorably affect net sales during the first quarter of Fiscal 2026. We also
expect to incur additional implementation-related costs, which are expected to unfavorably impact our operating margin during
the first quarter of Fiscal 2026.
Additional system upgrades and transformation activities are expected to continue in phases over the next few years. System
upgrades and implementations involve inherent risks, including system disruptions, inaccurate system information, changes to
internal control processes, increased operating and administrative costs, demands on management time, and challenges with
user adoption. Any failure, disruption, or delay in implementing or operating new or upgraded systems, particularly during peak
selling periods, could adversely impact our ability to manage our inventory, fulfill customer orders, or it may cause information to
be lost or delayed, including data related to customer orders. Such investments may not provide the anticipated benefits or
desired rates of returns.
Additionally, we rely on third-party vendors and platforms for certain information technology processes, including point-of-sale,
digital operations, inventory management, supply chain, planning, sourcing, merchandising, payroll, scheduling, financial
reporting, and managing third-party relationships, including our brand representatives and influencer network, and our wholesale,
franchise licensing, or marketplace partners. This reliance increases our exposure to failures by such third parties to perform
adequately or maintain effective internal controls, which could disrupt our operations or adversely affect our business.
We may be exposed to risks and costs associated with cyber-attacks, data protection, credit card fraud, and identity theft that
could have a material adverse impact on our business.
In the standard course of business, we receive and maintain confidential information about customers, associates and other third
parties. In addition, third parties also receive and maintain certain confidential information. Protection of this information is critical
to our business and may subject us to laws, rules and regulations domestically and in foreign jurisdictions. The retail industry in
particular has been the target of many cyber-attacks and it is possible that an individual or group could defeat our security
measures, or those of a third-party service provider or business partner, and access confidential information about our business,
customers and associates. Further, like other companies in the retail industry, during the ordinary course of business, we and our
vendors have in the past experienced, and we expect to continue to experience, cyber-attacks of varying degrees and types,
including phishing, and other attempts to breach, or gain unauthorized access to, our and our vendors’ systems. To date, cyber-
attacks have not had a material impact on our operations, but we cannot provide assurance that cyber-attacks will not have a
material impact in the future.
We have experienced, and expect to continue to experience, increased costs associated with protecting confidential information
through the implementation of security technologies, processes and procedures, including training programs for associates to
raise awareness about phishing, malware and other cyber risks, especially as we implement new technologies, such as new
payment capabilities or updates to our mobile apps and websites. Additionally, the techniques and sophistication used to conduct
cyber-attacks and breaches of information technology systems change frequently and increase in complexity and are often not
recognized until such attacks are launched or have been in place for a period of time. For example, as AI continues to evolve,
cyber-attackers could also use AI to develop or hone their attacks. We (or the third parties on which we rely) may not have the
resources or technical sophistication to sufficiently anticipate, prevent, or immediately identify and remediate cyber-attacks.
Furthermore, the global regulatory environment is increasingly complex and demanding with frequent new and changing
requirements surrounding information security and privacy, including new regulations potentially applicable to public companies
in the United States, China’s Cybersecurity Law, the California Consumer Privacy Act, and the European Union’s General Data
Protection Regulation. We may incur significant costs related to compliance with these laws and failure to comply with these
regulatory standards, and others, could have a material adverse impact on our business.
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We have also implemented a flexible work policy allowing most of our corporate associates to work remotely, from time to time,
as have certain of our third-party vendors. Offsite working by associates, which requires increased use of public internet
connection, and use of office equipment off premises may make our business more vulnerable to cybersecurity breach attempts,
phishing and other scams, fraud, money laundering, theft and other criminal activity.
If we, or a third-party who has access to our info, were to fall victim to a successful cyber-attack or suffer intentional or
unintentional data and security breaches by associates or third parties, it could have a material adverse impact on our business,
especially an event that compromises customer data or results in the unauthorized release of confidential business or customer
information. In addition, if we are unable to avert a denial of service attack that renders our website inoperable, it could result in
negative consequences, such as lost sales and customer dissatisfaction. Additional negative consequences that could result
from these and similar events may include, but are not limited to:
•
remediation costs, such as liability for stolen assets or information, potential legal settlements to affected parties, repairs
of system damage, and incentives to customers or business partners in an effort to maintain relationships after an
attack;
•
increased cybersecurity protection costs, which may include the costs of making organizational changes, deploying
additional personnel and protection technologies, training associates, and engaging third party experts and consultants;
•
lost revenues resulting from the unauthorized use of proprietary information or the failure to retain or attract customers
following an attack;
•
litigation and legal risks, including costs of litigation and regulatory, fines, penalties or actions by domestic or
international governmental authorities;
•
increased insurance premiums, or the ability to obtain insurance on commercially reasonable terms;
•
reputational damage that adversely affects customer or investor confidence; and
•
damage to the Company’s competitiveness, stock price, and long-term stockholder value.
Although we maintain cybersecurity insurance, there can be no assurance that it will be sufficient for a specific cyber incident, or
that insurance proceeds will be paid to us in a timely fashion.
Use of artificial intelligence technologies by us and our service providers could subject us to operational, technological, and
business risks that could adversely affect our business.
The use of rapidly evolving technologies, such as AI technologies, by us and our third-party service providers presents risks and
challenges to our business. Using AI and other machine learning technologies may expose us to unintended outcomes, liability,
reputational harm, particularly if such technology produces errors or hallucinations, results in content that is biased, infringes on
intellectual property, or otherwise does not function as intended. Moreover, with the use of certain AI and other machine learning
technologies, including those licensed from third parties, there may be a lack of transparency regarding how such technologies
generate outputs, and we may not be able to fully validate their accuracy or reliability. To the extent that we rely on AI-enabled
tools to support operational processes or decision-making, limitations in model performance, data quality, or human oversight
could adversely affect our operations, customer experience, or financial performance.
The use of AI and other machine learning technologies, by us or our service providers, in connection with the creation or
development of intellectual property may present challenges in asserting ownership over the resulting output. Further, the use of
such technologies may increase the risk that confidential information becomes accessible by third parties or results in legal or
regulatory exposure. We also rely on third-party service providers that may use AI in their business activities, and failures by one
or more of such service providers to meet our expectations may have an adverse effect on our operations or financial condition.
Changes in the cost, availability and quality of raw materials, transportation and labor, including changes due to trade relations
could have a material adverse impact on our business.
Changes in the cost, availability and quality of the fabrics or other raw materials used to manufacture our merchandise could
have a material adverse effect on our cost of sales, or our ability to meet customer demand. The prices for such fabrics depend
largely on the market prices for the raw materials used to produce them, particularly cotton. The price and availability of such raw
materials may fluctuate significantly, depending on many factors, including crop yields, weather patterns and other unforeseen
events. For example, significant inflationary pressures have and may continue to impact the cost of labor, cotton and other raw
materials. Increased global uncertainty has also impacted and may in the future impact the cost, availability and quality of the
fabrics or other raw materials used to manufacture our merchandise, and compliance with sanctions, customs trade orders and
sourcing laws could impact the price of cotton in the marketplace and the global supply chain.
Fluctuations in the cost of transportation could also have a material adverse effect on our cost of sales and ability to meet
customer demand. We primarily use 7 contract carriers to ship merchandise and related materials to our North American
customers, and several contract carriers for our global customers. If the shipping operations of these third parties were disrupted,
and we are unable to respond in a quick and efficient manner, our ability to replace inventory in our stores and process digital
and third-party orders could be interrupted, potentially resulting in adverse impacts to sales or increased costs. Furthermore, we
are susceptible to increases in fuel costs which may increase the cost of distribution. If we are not able to pass this cost on to our
customers, our financial condition and results of operations could be adversely affected.
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In addition, we have experienced increasing wage pressures in recent years related to the cost of labor at our third-party
manufacturers, at our distribution centers and at our stores. For example, recent government initiatives in the U.S. or changes to
existing laws, such as the adoption and implementation of national, state, or local government proposals relating to increases in
minimum wage rates, may increase our costs of doing business and adversely affect our results of operations. We may not be
able to pass all or a portion of higher labor costs on to our customers, which could adversely affect our gross margin and results
of operations.
We depend upon independent third parties for the manufacture and delivery of our merchandise, and a disruption of the
manufacture or delivery of our merchandise could have a material adverse impact on our business.
We depend on third parties for the manufacture and delivery of our merchandise. As a result, the continued success of our
operations is tied to our timely receipt of quality merchandise from third-party manufacturers. We source the majority of our
merchandise outside of the U.S. through arrangements with approximately 124 vendors, primarily located in southeast Asia.
Political, social or economic instability in the regions in which our manufacturers are located could cause disruptions in trade,
including exports to the U.S. and EMEA. In addition, the inability of vendors to access liquidity, or the insolvency of vendors,
could lead to their failure to deliver merchandise to us. A manufacturer’s inability to ship orders in a timely manner or meet our
quality standards could cause delays in responding to consumer demand and negatively affect consumer confidence or
negatively impact our competitive position, any of which could have a material adverse effect on our financial condition and
results of operations.
For example, armed conflicts in the Middle East have contributed to elevated freight rates and longer transit times compared to
historical levels, and prolonged or escalating conflicts could result in additional supply chain disruption, including higher
transportation costs (such as a result of increased fuel costs), shipping delays, or increased costs from using air freight instead of
ocean freight to mitigate inventory delays. It is possible that the adverse impact of these and future attacks, including additional
costs associated with mitigation efforts, could materially adversely affect our business and results of operation.
All factories that we partner with are contractually required to adhere to the Company’s Vendor Code of Conduct, go through
social audits which include on-site walk-throughs to appraise the physical working conditions and health and safety practices,
and review payroll and age documentation. If these factories are unwilling or not able to meet the standards set forth within the
Company’s Vendor Code of Conduct, it could limit the options available to us and could result in an increase of costs of
manufacturing, which we may not be able to pass on to our customers.
Other events that could disrupt the timely delivery of our merchandise include new trade law provisions or regulations, reliance
on a limited number of shipping carriers and associated alliances, weather events, significant labor disputes, port congestion and
other unexpected events.
Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain countries have and could
continue to adversely affect our business.
A predominant portion of the merchandise we sell is manufactured in countries other than the United States. Refer to Note 7,
“INVENTORIES,” of the Notes to Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for a summary of inventory sourced based on vendor location
during Fiscal 2025. In addition, many of the raw materials used to manufacture our apparel are sourced internationally.
Recent trade policies and related uncertainty, including tariffs imposed on countries from which we source a significant portion of
our merchandise and raw materials, have created a dynamic and unpredictable trade landscape that has adversely affected, and
could continue to adversely affect, our business. For example, in 2025, the U.S. imposed, modified, and rescinded certain tariffs,
including those pursuant to the International Emergency Economic Powers Act (“IEEPA”). In February 2026, the U.S. Supreme
Court held that IEEPA did not authorize the imposition of such tariffs, and subsequently the U.S. administration continued to
impose, modify, and propose new tariffs pursuant to various statutes and trade authorities, including the imposition of a 10%
global tariff pursuant to Section 122 of the Trade Act of 1974. While certain tariffs have been struck down, modified, or replaced,
other tariffs remain in effect, and additional tariff programs may be imposed in the future through various statutes and trade
authorities. In addition, there can be no assurance that any duties paid under tariffs that are subsequently struck down, including
those imposed pursuant to the IEEPA, will be refunded in whole or in part, or that any such refunds would be received on a
timely basis, if at all.
In addition, certain countries have imposed retaliatory tariffs on U.S. exports, and other U.S. trading partners may take additional
retaliatory measures or modify their trade or business policies in response to changes in U.S. trade policy, which could further
disrupt global trade flows and adversely affect our business.
It is likely that tariffs and international trade arrangements will continue to change, potentially without warning and to an extent or
duration that is difficult to predict. Changing tariff rates and shifting trade policies have created, and may continue to create,
significant uncertainty for suppliers, consumers, and us, and these risks may be heightened if trade tensions between the U.S.
and other countries worsen. If tariffs on goods from countries from which we source products are increased or maintained at
elevated levels, our merchandise costs would remain higher relative to typical costs, which could negatively impact our margins
and consumer demand for our products. In response to increased costs, we may choose to adjust pricing or promotions or take
other actions, which could adversely affect customer demand or our competitive position. Moreover, tariff-related cost pressures
and supply chain disruptions may lead to reputational harm if we are unable to deliver our products or services on expected
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timelines.
Although such changes have implications across the entire industry, we may fail to effectively adapt to and manage the
adjustments in strategy that would be necessary in response to these developments. We continue to evaluate and implement
measures to mitigate the impact of current and potential tariffs, including managing product costs, considering operating expense
reductions, and pursuing average unit retail (“AUR”) growth. However, these mitigation efforts may take time to implement and
take effect, may involve additional costs, may not be accepted by consumers, and may not be sufficient to offset the full impact of
tariffs.
In addition to the general uncertainty and overall risk from potential changes in trade laws and policies, as we make business
decisions in the face of such uncertainty, we may incorrectly anticipate the outcomes, miss out on business opportunities, or fail
to effectively adapt our business strategies, which could adversely affect our revenues, profitability, and overall business.
Our reliance on our distribution centers makes us susceptible to disruptions or adverse conditions affecting our supply chain.
Our distribution center operations are susceptible to local and regional factors, such as system failures, accidents, labor
disputes, economic and weather conditions, natural disasters, significant power interruptions or outages, demographic and
population changes, and other unforeseen events and circumstances. We rely on both Company-operated and third-party
distribution centers to manage the receipt, storage, sorting, packing and distribution of our merchandise. If our distribution
centers are not adequate to support our operations, including as a result of capacity constraints in response to an increase in
digital sales or performance issues related to third-party management, the increased rate of merchandise returns, we could
experience adverse impacts such as shipping delays and or customer dissatisfaction. In addition, if our distribution operations
were disrupted due to, for example, labor shortages, natural disasters or power interruptions or outages, and we were unable to
relocate operations or find other property adequate for conducting business, our ability to replace inventory in our stores and
process digital and third-party orders could be interrupted, potentially resulting in adverse impacts to sales or increased costs.
Refer to “ITEM 1. BUSINESS” of this Annual Report on Form 10-K, for a listing of certain distribution centers on which we rely.
We rely on the experience and skills of our executive officers and associates, and the failure to attract or retain this talent,
effectively manage succession, and establish a workforce that can best serve the communities in which we operate could have a
material adverse impact on our business.
Our ability to succeed may be adversely impacted if we are not able to attract, retain and develop talent and future leaders,
including our executive officers. We believe that the attraction, retention and management of qualified talent is integral to our
success in advancing our strategies and key business priorities and avoiding disruptions in our business. We rely on our
associates across the organization, including those at our corporate offices, stores, and distribution centers, as well as their
experience and expertise in the retail business.
Our executive officers closely supervise all aspects of our operations, have substantial experience and expertise in the retail
business and have an integral role in the growth and success of our brands. If we were to lose the benefit of the involvement of
our executive officers or other personnel, without adequate succession plans, our business could be adversely affected.
In addition, if we are unable to attract and retain talent at the associate level, our business could be adversely impacted.
Competition for such qualified talent is intense, and we cannot be sure that we will be able to attract, retain and develop a
sufficient number of qualified individuals in future periods. In addition, we cannot guarantee that we will be able to find adequate
temporary or seasonal personnel to staff our operations when needed. As automation, AI, and other technology-enabled tools
become increasingly integrated into our operations, our success will depend, in part, on our ability to attract and retain associates
with relevant technical skills, effectively train our workforce, and achieve user acceptance and adoption of these tools. Failure to
ensure effective training, adoption, and use of new technologies by our associates could limit anticipated benefits and adversely
affect our business.
If we are not successful in these efforts or fail to successfully execute against the key human capital management initiatives
discussed in “ITEM 1. BUSINESS” of this Annual Report on Form 10-K, our business could be adversely impacted.
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LEGAL, TAX, REGULATORY AND COMPLIANCE RISKS.
Misconduct or illegal activities by our current and former associates, directors, advisers, third-party service providers or business
partners, or others affiliated, or perceived to be affiliated, with the Company could subject to us to reputational harm, regulatory
scrutiny or inquiries, or legal liability.
There is a risk that current or former associates, executives, directors, advisers, third party-service providers or business
partners of the Company, or others who are actually or perceived to be affiliated with us, could engage, deliberately or recklessly,
in misconduct or fraud that creates legal exposure for us and adversely affects our business. If such individuals were to engage,
or be accused of engaging in, illegal or suspicious activities, sexual misconduct or harassment, racial or gender discrimination,
improper use or disclosure of confidential information, fraud, payment or solicitation of bribes, or any other type of similar
misconduct or violation of other laws and regulations, during their employment or service with us, we could suffer serious harm to
our brand, reputation, be subject to penalties or sanctions, suffer serious harm to our financial position and current and future
business relationships, and face potentially significant litigation or investigations.
In particular, Michael Jeffries, who served as chief executive officer of the Company from 1992 to 2014, has been accused of
sexual abuse and exploitation, which accusations include claims relating to behavior that is alleged to have occurred during his
prior tenure with us. Criminal charges have been filed against Mr. Jeffries, and there are multiple pending civil actions against Mr.
Jeffries and the Company that relate to this alleged behavior. Although we believe the claims against us are without merit, the
allegations against this former executive, as well as the claims brought against us, have resulted in negative media attention and
may result in additional litigation or may result in other adverse consequences to our reputation, brand, and business. In addition,
in March 2024 and March 2025, the Delaware Court of Chancery ruled that Mr. Jeffries was entitled to advancement by the
Company of his defense costs for the civil litigation and for his defense costs for the criminal prosecution against him,
respectively.
Fluctuations in our tax obligations and effective tax rate may result in volatility in our results of operations could have a material
adverse impact on our business.
We are subject to income taxes in many U.S. and foreign jurisdictions. In addition, our products are subject to import and excise
duties and/or sales, consumption or value-added taxes (“VAT”) in many jurisdictions. We record tax expense based on our
estimates of future payments, which include reserves for estimates of probable settlements of foreign and domestic tax audits. At
any time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with
taxing authorities may affect the ultimate settlement of these issues. As a result, we expect that throughout the year, there could
be ongoing variability in our quarterly tax rates as taxable events occur and exposures are evaluated. In addition, our effective
tax rate in any given financial reporting period may be materially impacted by changes in the mix and level of earnings or losses
by taxing jurisdictions or by changes to existing accounting rules or regulations. Fluctuations in duties could also have a material
impact on our financial condition, results of operations or cash flows.
In some global markets, we are required to withhold and remit VAT to the appropriate local tax authorities. Failure to correctly
calculate or remit the appropriate amounts could subject us to substantial fines and penalties that could have an adverse effect
on our financial condition, results of operations or cash flows.
In the past, tax law has been enacted, domestically and abroad, impacting our current or future tax structure and effective tax
rate, such as the Inflation Reduction Act of 2022 and the One Big Beautiful Bill Act of 2025 (“OBBBA”) in the U.S. Tax law may be
enacted in the future, domestically or abroad, that impacts our current or future tax structure and effective tax rate.
Litigation and any future stockholder activism could have a material adverse impact on our business.
We, along with third parties we do business with, are involved, from time to time, in litigation arising in the ordinary course of
business. Litigation matters may include, but are not limited to, contract disputes, employment-related actions, alleged
misconduct by current or former associates, labor relations, commercial litigation, intellectual property rights, privacy litigation,
product safety, ESG, anti-ESG, environmental matters, and stockholder actions.
Litigation, in general, may be expensive and disruptive. We cannot predict with certainty the outcomes of these legal proceedings
and other contingencies, and the costs incurred in litigation can be substantial, regardless of the outcome. Substantial
unanticipated verdicts, fines and rulings do sometimes occur. As a result, we could, from time to time, incur judgments, enter into
settlements, or revise our expectations regarding the outcome of certain matters, and such developments could have a material
adverse effect on our results of operations in the period in which the amounts are accrued and/or our cash flows in the period in
which the amounts are paid. The outcome of some of these legal proceedings and other contingencies could require us to take,
or refrain from taking, actions which could negatively affect our operations and, depending on the nature of the allegations, could
negatively impact our reputation. Additionally, defending against these legal proceedings may involve significant expense and
diversion of management’s attention and resources.
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2025 Form 10-K
Stockholder activism, which could take many forms or arise in a variety of situations, remains popular with many public investors.
Due to the volatility of our stock price and for a variety of other reasons, we may become the target of securities litigation
or stockholder activism. Responding to stockholder activists’ campaigns may involve significant expense and diversion of
management’s attention and resources without yielding any improvement in our results of operations or financial condition.
Failure to adequately protect and enforce our intellectual property, or failure to adequately ensure that we are not infringing the
intellectual property rights of others, could have a negative impact on our brand image and limit our ability to penetrate new
markets which could have a material adverse impact on our business.
We believe our core trademarks, Abercrombie & Fitch®, abercrombie®, Hollister®, Gilly Hicks®, and the “Moose” and “Seagull”
logos, are essential to the effective implementation of our strategy. We have obtained or applied for federal registration of these
trademarks with the U.S. Patent and Trademark Office and the registries of countries in key markets within the Company’s
owned and operated sales and distribution channels, and those in which the Company’s franchise, wholesale, and licensing
partners have sales and distribution rights. In addition, these trademarks are either registered, or the Company has applications
for registration pending, with the registries of many of the foreign countries in which the manufacturers of the Company’s
products are located. There can be no assurance that we will obtain registrations that have been applied for or that the
registrations we obtain will prevent the imitation of our products or infringement of our intellectual property rights by others.
Although brand security initiatives are in place, we cannot guarantee that our efforts against the infringement or counterfeiting of
our brands will be successful. If a third party copies our products in a manner that projects lesser quality or carries a negative
connotation, our brand image could be materially adversely affected. Moreover, the increased prevalence of AI raises potential
issues related to unauthorized use of our intellectual property by third parties, as well as potential questions over the ownership
of any intellectual property generated through the use of AI tools. The impact of AI on intellectual property rights may result in
increased costs with respect to policing and ownership disputes.
Because we have not yet registered all of our trademarks in all categories, or in all foreign countries in which we source or offer
our merchandise now, or may in the future, our global expansion and our merchandising of products using these marks could be
limited. The pending applications for international registration of various trademarks could be challenged or rejected in those
countries because third parties of whom we are not currently aware have already registered similar marks in those countries.
Accordingly, it may be possible, in those foreign countries where the status of various applications is pending or unclear, for a
third-party owner of the national trademark registration for a similar mark to prohibit the manufacture, sale or exportation of
branded goods in or from that country. Failure to register our trademarks or purchase or license the right to use our trademarks
or logos in these jurisdictions could limit our ability to obtain supplies from, or manufacture in, less costly markets or penetrate
new markets should our business plan include selling our merchandise or granting rights to our franchise, wholesale, and
licensing partners in those non-U.S. jurisdictions.
In addition, if third parties successfully claim we infringe their intellectual property rights, we may be subject to liability, be
prevented from using our trademarks or other intellectual property rights, or be obligated to remove this merchandise from our
inventory, which could have an adverse effect on our financial conditions and operations. Defending infringement claims could be
expensive and time consuming and might result in our incurring additional costs, entering into costly license agreements, actions
to recover unpaid royalty fees, or other settlement agreements. These risks may be magnified if we increase our use of licensing
arrangements or partnerships with third parties.
Changes in the regulatory or compliance landscape could have a material adverse impact on our business.
We are subject to numerous domestic and foreign laws and regulations, including those related to customs, truth-in-advertising,
securities, environmental and social disclosures, consumer protection, general privacy, health information privacy, identity theft,
online privacy, general employment, employee health and safety, minimum wages, unsolicited commercial communication and
zoning and occupancy laws, as well as ordinances that regulate retailers generally and/or govern the importation, intellectual
property, promotion and sale of merchandise and the operation of retail stores, digital operations and distribution centers. If these
laws and regulations were to change, or were violated by our management, associates, suppliers, vendors or other parties with
whom we do business, the costs of certain merchandise could increase, or we could experience delays in shipments of our
merchandise, be subject to fines or penalties, temporary or permanent store closures, or increased regulatory scrutiny or suffer
reputational harm, which could reduce demand for our merchandise and adversely affect our business and results of operations.
Any changes in regulations, the imposition of additional regulations, or the enactment of any new or more stringent legislation
including the areas referenced above, could adversely affect our business and results of operations.
Laws and regulations at the local, state, federal and various global levels frequently change, and the ultimate cost of compliance
cannot be precisely estimated. Changes in the legal or regulatory environment affecting responsible sourcing, supply chain
transparency, or environmental protection, among others, may result in increased compliance costs for us and our business
partners. Additionally, we may face regulatory challenges in complying with applicable global sanctions and trade regulations and
reputational challenges with our consumers and other stakeholders if we are unable to sufficiently verify the origins of material
sourced for the manufacture of our products.
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Abercrombie & Fitch Co.
24
2025 Form 10-K
In addition, we are subject to a variety of regulatory and reporting requirements, including, but not limited to, those related to
corporate governance and public disclosure. Stockholder activism, the current political environment, financial reform legislation,
government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations. New
requirements or changes in current regulatory reporting requirements may introduce additional complexities, lead to additional
compliance costs, divert management’s time and attention from strategic business activities, and could have a significant effect
on our reported results for the affected periods. Failure to comply with such regulations could result in fines, penalties, or lawsuits
and could have a material adverse impact on our business.
The agreements related to A&F Management’s senior secured asset-based revolving credit facility includes restrictive covenants
that limit our flexibility in operating our business and our inability to obtain additional credit on reasonable terms in the future
could have an adverse impact on our business.
The Amended and Restated Credit Agreement (as amended, the “ABL Credit Agreement”) of Abercrombie & Fitch Management
Co. (“A&F Management”), a wholly-owned indirect subsidiary of A&F, provides for a senior secured asset-based revolving credit
facility of up to $500 million (the “ABL Facility”), which matures on August 2, 2029. The agreements related to the ABL Facility
contain restrictive covenants that, subject to specified exemptions, restrict, among other things, the ability of the Company and its
subsidiaries to: incur, assume or guarantee additional indebtedness; grant or incur liens; sell or otherwise dispose of assets,
including capital stock of subsidiaries; make investments in certain subsidiaries; pay dividends or make distributions on our
capital stock; redeem or repurchase capital stock; change the nature of our business; and consolidate or merge with or into, or
sell substantially all of the assets of the Company or A&F Management to another entity.
If an event of default under either related agreement occurs, any outstanding obligations under the ABL Facility could be
declared immediately due and payable or the lenders or noteholders could foreclose on or exercise other remedies with respect
to the assets securing the indebtedness under the ABL Facility. In addition, there is no assurance that we would have the cash
resources available to repay such accelerated obligations. Moreover, the ABL Facility is secured by certain of our real property,
inventory, intellectual property, general intangibles and receivables, among other things, and lenders may exercise remedies
against the collateral in an event of default.
We may, from time to time, incur indebtedness. There can be no assurance that we would be able to obtain sufficient funds to
enable us to repay or refinance any future obligations on commercially reasonable terms, or at all. Changes in market conditions
could potentially impact the size and terms of a replacement facility or facilities in the future. The inability to obtain credit on
commercially reasonable terms in the future could adversely impact our liquidity and results of operations as well as limit our
ability to take advantage of business opportunities that may arise.
Our amended and restated bylaws provide that certain courts in the State of Delaware or the federal district courts of the United
States will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our
stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of
Chancery located within the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding
brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer,
other employee or stockholder to us or our stockholders, any action asserting a claim arising pursuant to any provision of the
General Corporation Law of the State of Delaware, our certificate of incorporation or our bylaws (as either may be amended or
restated) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of
the State of Delaware, or any action asserting a claim governed by the internal affairs doctrine of the law of the State of
Delaware. However, if the Court of Chancery within the State of Delaware lacks jurisdiction over such action, the action may be
brought in the United States District Court for the District of Delaware. Additionally, unless we consent in writing to the selection
of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of
any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). The
exclusive forum provisions will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions will not apply to suits
brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. There is, however, uncertainty as to whether a court would enforce the exclusive forum provisions, and investors
cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Furthermore, Section 22 of
the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder.
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Abercrombie & Fitch Co.
25
2025 Form 10-K
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk management and strategy
The Company has established an information security program and related processes for assessing, identifying, and managing
material risks from cybersecurity threats to the Company, including governance at the executive and Board level of the
Company’s cyber risk management strategy and the controls designed to protect its operations. The Company’s information
security program is managed at the executive level, with regular reporting to, and oversight by, the Board as described below.
The Company’s program includes multi-layered governance by management, the Audit and Finance Committee of the Board and
the Board, as described in greater detail below.
The Company’s policies and procedures identify how cybersecurity measures and controls are developed, implemented,
reviewed, and updated. The Company implements and maintains a set of controls to manage information risk, establish
guidelines for the use of information technology, and define standards for identifying and mitigating information risks. The
controls are developed based on risk assessments and a review of controls from multiple security frameworks, such as the
Center for Internet Security’s Critical Security Control and the Payment Card Industry Data Security Standard. The Company,
internally and through third parties, conducts multiple information risk assessments each year. Risks identified in such
assessments are considered, evaluated, and are then prioritized and addressed where appropriate to update the Company’s
information security programs. Assessments, along with risk-based analysis and judgment, are used by the Company to
determine how it should manage these risks.
In addition, the Company’s Incident Response Plan (“IRP”) provides an outline for the Company on how to identify and address a
significant cybersecurity incident. The IRP includes certain steps to be taken by the Information Security team to, among other
things, assess the severity of an incident, determine the appropriate escalation, and mitigate or remediate the incident. The IRP
is intended to serve as a framework to aid the Information Security team and other corporate functions in coordinating the
Company’s response to an incident in order to minimize the impact on the Company’s business and operations, as well as the
affected parties.
The Company also conducts cybersecurity exercises and training. For example, certain corporate associates and management-
level associates in our stores and distribution centers must complete cybersecurity training on an at least annual basis, which
educates the associates on the Company’s policies and procedures for the handling of customer and employee personal data,
incident reporting, and avoiding common cybersecurity threats such as phishing attacks. In addition, targeted training for
corporate associates occurs throughout the year, and regular audiences include associates on the Company’s marketing, data
analytics, and user experience teams. The Company’s management holds annual executive data incident tabletop exercises and
the information security team holds more frequent technical tabletop exercises.
The Company leverages third-party security firms in different capacities to implement or operate various aspects of the
Company’s information assets and information security program, including to conduct risk assessments and penetration testing.
The Company uses a variety of processes to address cybersecurity threats associated with third parties, including our use of
third-party technology and services, such as risk assessments and contractual agreement review where the Company has
determined it to be appropriate.
The Company (or the third parties on which it relies) may not be able to fully, continuously, and effectively implement security
controls as intended. As described above, we utilize a risk-based approach and judgment to determine the security controls to
implement and it is possible we may not implement sufficient controls if we do not recognize or underestimate a particular risk. In
addition, security controls, no matter how well designed or implemented, may only partially mitigate and not fully eliminate risks.
Events, when detected by security tools or third parties, may not always be immediately understood or acted upon.
Board governance and management
Cybersecurity risk is managed as an enterprise risk in the Company’s enterprise risk management process. Responsibility for
risk oversight and management generally lies with the Company’s Board. To manage oversight of our cybersecurity risk
management practices, since 2019 the Board has delegated such responsibility to the Company’s Audit and Finance Committee.
The Company’s Chief Information Security Officer (“CISO”) and the Information Security team provide reports to either the Audit
and Finance Committee or the Board on a quarterly basis on various matters, such as current and emerging cybersecurity risks
to the Company, risks and incidents that were escalated to management during the prior quarter (including those that did not
require immediate escalation to the Audit and Finance Committee and/or full Board), internal and external assessments of the
Company’s information security program, and a roadmap of projects and major initiatives to manage its information security
posture.
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Abercrombie & Fitch Co.
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2025 Form 10-K
At the executive and management level, the CISO has primary responsibility for the architecture, implementation, and
management of the Company’s information security program. The CISO has approximately two decades of experience in
technology risk management, including over a decade with the Company, and has passed examinations and received
certifications as a SANS Global Information Security Leader and a Certified Information Systems Auditor. The CISO reports
directly to the Company’s Chief Digital and Technology Officer. The Company’s Information Security team, under the direction of
the CISO, implements and provides governance and functional oversight for cybersecurity controls and services. Information
Security processes include escalation of certain risks and incidents, including those that originate or occur at third parties, to the
CISO and the executive team as appropriate based on the severity or potential severity. In addition, regular updates from the
Information Security team, in conjunction with real-time escalation on an as-needed basis, are also used to assess the risk
landscape and adjust the Company’s strategy and roadmap to address such risk.
Although the risks from cybersecurity threats have not materially affected our business strategy, results of operations, or financial
condition to date, they may in the future and we continue to closely monitor cyber risk. See “ITEM 1A. RISK FACTORS” for
additional information regarding the Company’s cybersecurity risks and which should be read in conjunction with this Item 1C.
Item 2. Properties
The Company’s global headquarters are located on a campus-like setting in New Albany, Ohio, which is owned by the Company.
The Company’s global headquarters also include Company-owned distribution centers that support distribution to all domestic
stores and the majority of domestic digital orders. The Company also leases property for its regional headquarters located in
London, United Kingdom and Shanghai, China. In addition, the Company owns or leases facilities both domestically and
internationally to support the Company’s operations, such as its distribution centers and various support centers.
The Company does not believe any individual regional headquarters, third-party distribution center or support center lease is
material as, if necessary or desirable to relocate an operation, other suitable property could be found. These properties are
utilized by the Company’s EMEA and APAC operating segments and are currently suitable and adequate for conducting the
Company’s business.
As of January 31, 2026, the Company operated 829 retail stores across its brands. The Company does not believe that any
individual store lease is material; however, certain geographic areas may have a higher concentration of store locations.
Item 3. Legal Proceedings
The Company and its affiliates are parties to lawsuits and other adversary proceedings that may range from individual actions
involving a single plaintiff to class action lawsuits. The Company’s legal costs incurred in connection with the resolution of claims
and lawsuits are generally expensed as incurred, and the Company establishes estimated liabilities for the outcome of litigation
where losses are deemed probable and the amount of loss, or range of loss, is reasonably estimable. The Company also
determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued
liabilities, if any, when it has determined that a loss is reasonably possible, and it is able to determine such estimates. For
information regarding legal proceedings, see Note 19 “CONTINGENCIES” to the Consolidated Financial Statements included in
this Annual Report on Form 10-K. The Company’s accrued charges for certain legal contingencies are classified within accrued
expenses on the Consolidated Balance Sheets included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA,” of this Annual Report on Form 10-K. Based on currently available information, the Company cannot estimate a range of
reasonably possible losses in excess of the accrued charges for legal contingencies. In addition, the Company has not
established accruals for certain claims and legal proceedings pending against the Company where it is not possible to
reasonably estimate the outcome or potential liability, and the Company cannot estimate a range of reasonably possible losses
for these legal matters. Actual liabilities may differ from the amounts recorded, due to uncertainties regarding final settlement
agreement negotiations and the terms of any approval by the courts, and there can be no assurance that the final resolution of
legal matters will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
The Company’s assessment of the current exposure could change in the event of the discovery of additional facts.
In addition, pursuant to Item 103(c)(3)(iii) of Regulation S-K under the Exchange Act, the Company is required to disclose certain
information about environmental proceedings to which a governmental authority is a party if the Company reasonably believes
such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. The Company has
elected to apply a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required.
Item 4. Mine Safety Disclosures
Not applicable.
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Abercrombie & Fitch Co.
27
2025 Form 10-K
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Market Information and Holders
A&F’s Class A Common Stock, $0.01 par value (“Common Stock”) is traded on the New York Stock Exchange under the symbol
“ANF.” As of March 26, 2026, there were approximately 2,100 stockholders of record. However, when including investors holding
shares of Common Stock in broker accounts under street name, A&F estimates that there were approximately 131,900
stockholders.
Performance Graph
The following graph shows the changes, over the five-year period ended January 31, 2026 (the last day of A&F’s Fiscal 2025) in
the value of $100 invested in (i) shares of Common Stock; (ii) Standard & Poor’s 500 Stock Index (the “S&P 500”); and
(iii) Standard & Poor’s Apparel Retail Composite Index (the “S&P Apparel Retail”), including reinvestment of dividends. The
plotted points represent the closing price on the last trading day of the fiscal year indicated.
PERFORMANCE GRAPH (1)
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among A&F, the S&P 500 Index and the S&P Apparel Retail Index
Abercrombie & Fitch Co.
S&P 500
S&P Apparel Retail
01/30/21
01/29/22
01/28/23
02/03/24
02/01/25
01/31/26
0
50
100
150
200
250
300
350
400
450
500
550
01/30/21
01/29/22
01/28/23
02/03/24
02/01/25
01/31/26
A&F
$
100.00
$
158.17
$
118.38
$
474.51
$
517.47
$
423.19
S&P 500
100.00
120.99
112.95
139.85
172.66
200.84
S&P Apparel Retail
100.00
110.72
132.31
160.29
196.33
241.22
*
$100 invested on January 30, 2021, including reinvestment of dividends.
Copyright© 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.
(1)
This performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or to the liabilities of
Section 18 of the Exchange Act, except to the extent that A&F specifically requests that the performance graph be treated as soliciting material or
specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
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Abercrombie & Fitch Co.
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2025 Form 10-K
Equity Securities
The following table provides information regarding the purchase of shares of Common Stock made by or on behalf of A&F or any
“affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act during each fiscal month of the thirteen weeks
ended January 31, 2026:
Period (fiscal month)
Total Number of
Shares
Purchased (1)
Average Price
Paid
per Share (4)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (2)
Maximum Number of
Shares (or Approximate
Dollar Value) that May Yet
Be Purchased Under the
Plans or Programs(2)(3)(4)
November 2, 2025 through November 29, 2025
625
$
69.58
—
$
950,067,646
November 30, 2025 through January 3, 2026
516,704
116.39
513,214
890,344,535
January 4, 2026 through January 31, 2026
354,489
113.71
354,051
850,080,717
Total
871,818
$
115.27
867,265
850,080,717
(1)
An aggregate of 4,553 shares of A&F’s Common Stock purchased during the thirteen weeks ended January 31, 2026 were withheld for tax
payments due upon the vesting of employee restricted stock units.
(2)
On March 5, 2025, the Company announced that the Board of Directors approved a new $1.3 billion share repurchase program (the “2025
Authorization”), replacing the prior share repurchase authorization of $500 million that was approved by the Board of Directors in 2021 (the “2021
Authorization”). The 2025 Authorization does not have an expiration date and may be discontinued at any time.
(3)
The number shown represents, as of the end of each period, the approximate dollar value of A&F’s Common Stock that may yet be purchased
under the 2025 Authorization described in footnote 2 above. The shares may be purchased, from time to time in open market or private
transactions in such manner as may be deemed advisable from time to time (including, without limitation, pursuant to accelerated share repurchase
programs, one or more 10b5-1 trading plans, or any other method deemed advisable), depending on business and market conditions, the
Company’s share price, legal requirements, and other factors. The 2025 Authorization replaced the 2021 Authorization and shares may no longer
be repurchased pursuant to the 2021 Authorization.
(4)
The aggregate cost of share repurchases and average price paid per share excludes commissions and excise tax.
Item 6. [Reserved]
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Abercrombie & Fitch Co.
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2025 Form 10-K
Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) generally
discusses our results of operations for Fiscal 2025 and Fiscal 2024 and provides comparisons between such fiscal years. For
discussion and comparison of Fiscal 2024 and Fiscal 2023, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for Fiscal 2024, filed with the SEC on March 31,
2025. This MD&A should be read together with the Company’s audited Consolidated Financial Statements and notes thereto
included in this Annual Report on Form 10-K in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA,” to which
all references to Notes in MD&A are made.
INTRODUCTION
MD&A is provided as a supplement to the accompanying Consolidated Financial Statements and notes thereto to help provide
an understanding of the Company’s results of operations, financial condition, and liquidity. MD&A is organized as follows:
•
Overview. A general description of the Company’s business and certain segment information, and an overview of key
performance indicators reviewed by management in assessing the Company’s results.
•
Current Trends and Outlook. A discussion of the Company’s long-term plans for growth and a summary of the
Company’s performance over recent years, primarily Fiscal 2025 and Fiscal 2024.
•
Results of Operations. An analysis of certain components of the Company’s Consolidated Statements of Operations
and Comprehensive Income for Fiscal 2025 as compared to Fiscal 2024.
•
Liquidity and Capital Resources. A discussion of the Company’s financial condition, changes in financial condition and
liquidity as of January 31, 2026, which includes (i) an analysis of changes in cash flows for Fiscal 2025 as compared to
Fiscal 2024, (ii) an analysis of liquidity, including availability under the Company’s credit facility, and outstanding debt
and covenant compliance and (iii) a summary of contractual and other obligations as of January 31, 2026.
•
Recent Accounting Pronouncements. The recent accounting pronouncements the Company has adopted or is currently
evaluating, including the dates of adoption or expected dates of adoption, as applicable, and anticipated effects on the
Company’s audited Consolidated Financial Statements, are included in Note 2 “SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES.”
•
Critical Accounting Estimates. A discussion of the accounting estimates considered to be important to the Company’s
results of operations and financial condition, which typically require significant judgment and estimation on the part of
the Company’s management in their application.
•
Non-GAAP Financial Measures. MD&A provides a discussion of certain financial measures that have been determined
to not be presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). This section
includes certain reconciliations between GAAP and non-GAAP financial measures and additional details on non-GAAP
financial measures, including information as to why the Company believes the non-GAAP financial measures provided
within MD&A are useful to investors.
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2025 Form 10-K
OVERVIEW
Business summary
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.
The Company manages its business on a geographic basis, consisting of three reportable segments: Americas; EMEA; and
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.
The Company’s brand families include Abercrombie brands and Hollister 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.
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 was the case in Fiscal 2023. All references
herein to the Company’s fiscal years are as follows:
Fiscal year
Year ended/ ending
Number of weeks
Fiscal 2023
February 3, 2024
53
Fiscal 2024
February 1, 2025
52
Fiscal 2025
January 31, 2026
52
Fiscal 2026
January 30, 2027
52
Seasonality
Historically, the Company’s operations have been seasonal in nature and consist of two principal selling seasons: 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”). 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.
Key Performance Indicators
The following measurements are among the key performance indicators reviewed by the Company’s management in assessing
the Company’s results:
•
Net sales and comparable sales by region and brand;
•
Cost of sales, exclusive of depreciation and amortization, as a percentage of net sales;
•
Gross profit and gross profit rate;
•
Selling expense as a percentage of net sales;
•
General and administrative expense as a percentage of net sales;
•
Operating income, including by segment, and operating income as a percentage of net sales (“operating margin”);
•
Earnings before interest, taxes, depreciation and amortization (“EBITDA”)
•
Net income and net income attributable to A&F;
•
Net income per diluted share attributable to A&F;
•
Cash flow and liquidity measures, such as the Company’s working capital, operating cash flow, and free cash flow;
•
Inventory metrics, such as inventory turnover;
•
Return on invested capital and return on equity;
•
Transactional metrics, such as traffic and conversion, performance across key product categories, AUR, average unit
cost (“AUC”), average units per transaction and average transaction values, return rates, shrink; and
•
Customer-centric metrics such as customer retention and acquisition, and certain metrics related to the loyalty programs.
While not all of these metrics are disclosed publicly by the Company due to the proprietary nature of the information, the
Company discusses many of these metrics within this MD&A.
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Abercrombie & Fitch Co.
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2025 Form 10-K
CURRENT TRENDS AND OUTLOOK
Focus areas for Fiscal 2026
Over the last several years, A&F Co. has worked to successfully transform its brands, business and culture, while delivering on
its financial commitments. As the Company looks forward, it’s focused on evaluating opportunities that continue to deliver
sustainable, profitable growth. The Company expects to:
•
Deliver Consistent Global Growth Across Brands by investing in owned-and-operated channels with the expectation
of continued net sales growth, including through net new store openings, digital fulfillment, and marketing.
•
Expand Channels and Categories by increasing net sales growth in new and select markets through the use of
franchise, wholesale, and licensing partnerships. The Company also plans to expand into new, adjacent product
categories that resonate with each brand’s target customer.
•
Execute a Multifaceted Strategy that includes evaluating sourcing footprint, adjusting pricing or promotions, and
expense reduction initiatives to stabilize product and operating costs in attempt to meaningfully mitigate external cost
pressure, including near-term tariff impacts.
•
Enhance and Modernize our Key Systems and Leverage Technology to support operational productivity and to
improve the customer journey.
•
Execute Financial Discipline to maintain double-digit operating margins and expand net income per diluted share.
Current macroeconomic conditions and tariffs
Macroeconomic conditions, such as a volatile interest rate environment, ongoing inflation, the geopolitical landscape, and foreign
exchange rate fluctuations, continue to impact the global economy. In addition, changes in trade policy and related uncertainty,
including enacted and proposed tariffs affecting countries from which we source a significant portion of our merchandise and raw
materials, have created a dynamic and unpredictable trade environment that adversely impacted our business and operations
during Fiscal 2025 and continues into Fiscal 2026.
During Fiscal 2025, changes in U.S. trade policy, including the imposition, modification, and rescission of certain tariffs, increased
volatility in duties and raw material costs associated with merchandise sourced from certain countries and added complexity to
our supply chain and sourcing processes.
On February 20, 2026, the U.S. Supreme Court held that IEEPA did not authorize the imposition of tariffs, striking down the 10%
universal baseline tariff, as well as the country-specific tariffs. The Company is involved in litigation seeking refunds of IEEPA
tariffs. The outcome and timing of resolution remain uncertain.
While certain tariffs have been struck down, modified, or replaced, other tariffs remain in effect, and additional tariffs have been
imposed or proposed during Fiscal 2026. Additional, increased, or modified tariffs may be imposed without warning through
various statutes and trade authorities. These changing tariff rates and shifting trade policies have created significant uncertainty
for suppliers, consumers, and us. These continued uncertainties regarding the future impact of tariffs and global trade relations
could lead to weakened business conditions for our industry and could adversely impact our ability to procure merchandise or
result in increases to the cost of merchandise sourced from impacted countries.
The Company continues to evaluate the impact of tariffs and other trade policies on its business and is continuing to execute
against our playbook of mitigation strategies. Mitigation strategies have included evaluating supply chain footprint changes,
negotiating with our supply chain vendors, pursuing operating expense reductions, and determining ways to increase AUR.
After factoring in certain mitigation strategies, tariffs on goods imported into the U.S. under trade policies in effect through
January 31, 2026 negatively impacted operating income by $90 million or 170 basis points as a percent of net sales, during
Fiscal 2025. Assuming the estimated impact from the tariffs on goods imported into the U.S., including the impact of a 15% tariff
on all U.S. imports (which, for purposes of our outlook, is expected to apply beginning February 24, 2026, and to remain in effect
for the entirety of Fiscal 2026), and factoring in certain planned mitigation strategies, we expect to incur approximately $40
million of incremental impact compared to Fiscal 2025, or approximately 70 basis points as a percentage of net sales, which
would negatively impact our operating income during Fiscal 2026.
Recently, the global markets have experienced fluctuations in fuel and other energy related costs, which could lead to greater
uncertainty regarding the overall economic environment and consumer spending. During periods of perceived or actual
unfavorable economic conditions, consumers may reallocate available discretionary spending or determine that they have fewer
funds available for discretionary spending, which may adversely impact demand for our products. Continued inflationary
pressures could further impact expenses and have a longer-term impact on our ability to maintain satisfactory margins.
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Abercrombie & Fitch Co.
32
2025 Form 10-K
Global events and supply chain disruptions
As a global multi-brand omnichannel specialty retailer, with operations in North America, Europe, the Middle East, and Asia,
among other regions, we are exposed to global events and geopolitical developments, including armed conflicts in certain
regions, that may adversely impact our operations. In addition to the impacts of tariffs discussed above, global supply chain
conditions continue to be affected by other factors, including disruptions in major maritime routes, higher transportation and
logistics costs, and increased competition for supply chain capacity due to uncertainty in the global trade environment and
ongoing armed conflicts. For example, armed conflicts in the Middle East have contributed to elevated freight rates and longer
transit times compared to historical levels, and prolonged or escalating conflicts could result in additional supply chain disruption,
including higher energy and transportation costs (such as fuel related charges), shipping delays, or increased costs from using
air freight instead of ocean freight to mitigate inventory delays.
Management continues to monitor global events and assess the potential impacts that these and similar events may have on the
business in future periods. Although management also develops and updates contingency plans to assist in mitigating potential
impacts, it is possible that the Company’s preparations for such events are not adequate to mitigate their impact, and that these
events could further adversely affect its business and results of operations.
Global store network modernization and growth
The Company has a goal of finding the right size, right location and right economics for omni-enabled stores that cater to local
customers. The Company continues to use data to inform its focus on aligning store square footage with digital penetration, and
has delivered new store experiences across brands during Fiscal 2025 and Fiscal 2024. Details related to these new Company
owned and operated store experiences follow:
Type of new store experience
Fiscal 2025
Fiscal 2024
New stores
62
65
Remodels
47
48
Right-sizes
11
12
Total
120
125
During Fiscal 2025, the Company opened 62 new stores, remodeled 47 stores, and right-sized 11 stores, while closing 22 stores.
This compares with 65 new stores, 48 remodeled stores, 12 right-sized stores, and 41 closures during Fiscal 2024. Future
closures could be completed through natural lease expirations, while certain other leases include early termination options that
can be exercised under specific conditions. The Company may also elect to exit or modify other leases, and could incur charges
related to these actions.
Additional details related to Company owned and operated store count and gross square footage follow:
Fifty-Two Weeks Ended January 31, 2026
AMERICAS (1)
EMEA (2)
APAC (3)
Total Company
Abercrombie
Hollister
Abercrombie
Hollister
Abercrombie
Hollister
Abercrombie
Hollister
Total (4)
February 1, 2025
215
385
33
100
30
26
278
511
789
New
27
15
4
6
5
5
36
26
62
Permanently closed
(3)
(4)
(1)
(5)
(4)
(5)
(8)
(14)
(22)
January 31, 2026
239
396
36
101
31
26
306
523
829
Gross square footage (in thousands):
February 1, 2025
1,305
2,478
214
769
174
154
1,693
3,401
5,094
January 31, 2026
1,454
2,539
227
748
180
152
1,861
3,439
5,300
(1)
The Americas segment includes North America and South America.
(2)
The EMEA segment includes Europe, the Middle East and Africa.
(3)
The APAC segment includes the Asia-Pacific region, including Asia and Oceania.
(4)
This store count excludes temporary and franchise stores.
Recent tax law changes
On July 4, 2025, House Resolution 1, also known as the OBBBA, was signed into law. The OBBBA includes, among other
provisions, changes to U.S. corporate income tax law impacting the taxation of domestic and international business operations,
including permanently extending certain expiring provisions of the Tax Cuts and Jobs Act of 2017, restoration of accelerated
depreciation on capital expenditures, deductible research and experimental expenditures, and modifications to the international
tax framework. The enactment of the OBBBA did not have a material impact on the Company’s consolidated financial statements
and disclosures.
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Abercrombie & Fitch Co.
33
2025 Form 10-K
For a discussion of material risks that have the potential to cause our actual results to differ materially from our expectations,
refer to “ITEM 1A. RISK FACTORS,”.
Summary of results
A summary of results for Fiscal 2025 and Fiscal 2024 follows:
GAAP
Non-GAAP (1)
Fiscal 2025
Fiscal 2024
Fiscal 2025
Fiscal 2024
Net sales (in thousands)
$ 5,266,292
$ 4,948,587
Change in net sales from the prior fiscal year
6 %
16 %
Comparable sales (2)
3 %
17 %
Operating income (in thousands)
$
699,143
$
740,820
$
660,569
Operating income margin
13.3 %
15.0 %
12.5 %
Net income attributable to A&F (in thousands)
$
506,921
$
566,223
$
478,039
Net income per diluted share attributable to A&F
$
10.46
$
10.69
$
9.86
(1)
Refer to “RESULTS OF OPERATIONS” for details on excluded items. A reconciliation of each non-GAAP financial measure presented in this Annual
Report on Form 10-K to the most directly comparable financial measure calculated in accordance with GAAP, as well as a discussion as to why the
Company believes that these non-GAAP financial measures are useful to investors, is provided below under “NON-GAAP FINANCIAL MEASURES.”
(2)
Comparable sales are calculated on a constant currency basis and exclude revenue other than store and digital sales. Refer to the discussion below
in “NON-GAAP FINANCIAL MEASURES,” for further details on the comparable sales calculation.
Certain components of the Company’s Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025 were as
follows:
(in thousands)
January 31, 2026
February 1, 2025
Cash and equivalents
$
759,540
$
772,727
Marketable securities
25,036
116,221
Inventories
601,218
575,005
Certain components of the Company’s Consolidated Statements of Cash Flows for Fiscal 2025 and Fiscal 2024 were as follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Net cash provided by operating activities
$
619,142
$
710,376
Net cash used for investing activities
(150,774)
(297,703)
Net cash used for financing activities
(495,387)
(534,877)
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Abercrombie & Fitch Co.
34
2025 Form 10-K
RESULTS OF OPERATIONS
The estimated basis point (“BPS”) change disclosed throughout this Results of Operations has been rounded based on the
change in the percentage of net sales.
Net sales
Net sales by segment are presented by attributing revenues to a physical store location or geographical region that fulfills the
order. The Company’s net sales by reportable segment for Fiscal 2025 and Fiscal 2024 were as follows:
(in thousands, except ratios)
Fiscal 2025
Fiscal 2024
$ Change
% Change
Comparable
Sales (1)
By segment:
Americas
$ 4,290,395
$ 4,027,514
$
262,881
7 %
4 %
EMEA
818,140
770,519
47,621
6
—
APAC
157,757
150,554
7,203
5
(3)
Total
$ 5,266,292
$ 4,948,587
$
317,705
6
3
(1)
Comparable sales are calculated on a constant currency basis. Refer to “NON-GAAP FINANCIAL MEASURES,” for further details on the comparable
sales calculation.
For Fiscal 2025, net sales increased 6%, as compared to Fiscal 2024. The increase was primarily attributable to low-single-digit
AUR growth and mid-single-digit unit volume growth, with increases in Company owned and operated stores, and digital
channels. The year-over-year increase in net sales reflects positive comparable sales of 3%, as compared to Fiscal 2024. On a
geographic basis, net sales for Fiscal 2025 were as follows:
•
Net sales growth in the Americas region of 7% and 4% on a reported and comparable sales basis, respectively. The
increase was led by mid-single-digit unit volume growth, with increases in Company owned and operated stores, and
digital channels.
•
Net sales growth in the EMEA region of 6% and flat on a reported and comparable sales basis, respectively. The
increase on a reported basis was attributable to mid-single-digit AUR growth, favorable foreign currency and an
increase in sales volume in net new stores, and third-party channels, offset by relatively flat unit growth.
•
Net sales growth in the APAC region of 5% on a reported basis and a decline of (3)% on a comparable sales basis. The
increase on a reported basis was attributable to mid-single-digit AUR growth, and low-double-digit increase in digital
channels, partially offset by a low-single-digit decline in Company owned and operated stores. Sales growth was
negatively impacted by low-single-digit unit volume decline with declines in Company owned and operated stores,
partially offset by unit volume growth in digital channels.
The Company’s net sales by brand for Fiscal 2025 and Fiscal 2024 were as follows:
(in thousands, except ratios)
Fiscal 2025
Fiscal 2024
$ Change
% Change
Comparable
Sales (1)
Abercrombie
$ 2,523,662
$ 2,556,434
$
(32,772)
(1) %
(7) %
Hollister
2,742,630
2,392,153
350,477
15
13
Total
$ 5,266,292
$ 4,948,587
$
317,705
6
3
(1)
Comparable sales are calculated on a constant currency basis. Refer to “NON-GAAP FINANCIAL MEASURES,” for further details on the comparable
sales calculation.
Cost of sales, exclusive of depreciation and amortization
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
BPS
Change
Cost of sales, exclusive of depreciation and amortization
$ 2,028,884
38.5 %
$ 1,773,926
35.8 %
270
For Fiscal 2025, cost of sales, exclusive of depreciation and amortization, as a percentage of net sales, increased approximately
270 basis points as compared to Fiscal 2024. The percentage increase was primarily attributable to cost of sales deleverage with
higher AUC primarily related to $90 million or 170 basis point adverse net tariff impact and unfavorable product and channel mix,
partially offset by a low-single-digit increase in AUR, driven by volume mix and targeted promotions compared to Fiscal 2024.
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Abercrombie & Fitch Co.
35
2025 Form 10-K
Selling expense
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
BPS
Change
Selling expense
$ 1,809,633
34.4 %
$ 1,689,988
34.2 %
20
Excluded item:
Litigation Settlement (1)
42,874
0.8
—
—
80
Adjusted non-GAAP selling expense
$ 1,852,507
35.2
$ 1,689,988
34.2
100
(1)
Refer to “NON-GAAP FINANCIAL MEASURES,” for further details.
For Fiscal 2025, selling expense increased by $120 million compared to Fiscal 2024. Selling expense, as a percentage of net
sales increased 20 basis points as compared to Fiscal 2024. The increase in rate was primarily driven by an approximate 80
basis point increase in store occupancy and payroll costs and an approximate 40 basis point increase in marketing, partially
offset by an approximate 80 basis point benefit resulting from the Litigation Settlement and approximately a 20 basis point benefit
in fulfillment expense. Excluding 80 basis points of benefits related to the Litigation Settlement, adjusted non-GAAP selling
expense as a percentage of net sales increased by approximately 100 basis points during Fiscal 2025, as compared to Fiscal
2024.
General and administrative expense
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
BPS
Change
General and administrative expense
$
725,471
13.8 %
$
750,485
15.2 %
(140)
Excluded item:
Litigation Settlement (1)
(4,300)
(0.1)
—
—
(10)
Adjusted non-GAAP general and administrative expense
$
721,171
13.7
$
750,485
15.2
(150)
(1)
Refer to “NON-GAAP FINANCIAL MEASURES,” for further details.
For Fiscal 2025, general and administrative expense decreased by $25 million compared to Fiscal 2024. General and
administrative expense, as a percentage of net sales, decreased 140 basis points as compared to Fiscal 2024. The decrease in
expense rate was primarily driven by an approximate 150 basis point decrease in employee compensation costs, partially offset
by approximately 10 basis points in legal fees relating to the Litigation Settlement and other administrative expenses. Excluding
10 basis points of legal fees related to the Litigation Settlement, adjusted non-GAAP general and administrative expense as a
percentage of net sales during Fiscal 2025, decreased by approximately 150 basis points, as compared to Fiscal 2024.
Other operating loss (income), net
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
BPS
Change
Other operating loss (income), net
$
3,161
0.1 %
$
(6,632)
(0.1) %
20
For Fiscal 2025, other operating loss (income), net, as a percentage of net sales, increased by 20 basis points as compared to
Fiscal 2024, primarily due to $7.3 million foreign currency losses recognized in Fiscal 2025 compared to $2.7 million in foreign
currency gains in Fiscal 2024 .
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Abercrombie & Fitch Co.
36
2025 Form 10-K
Operating income
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales(1)
% of Net
Sales(1)
BPS
Change
Americas
$ 1,187,253
27.7 %
$ 1,210,493
30.1 %
(240)
EMEA
91,514
11.2
109,821
14.3
(310)
APAC
(27,597)
(17.5)
(12,011)
(8.0)
(950)
Operating loss not attributed to segments
(552,027)
(567,483)
Operating income
$
699,143
13.3
$
740,820
15.0
(170)
Excluded item:
Litigation Settlement (2)
38,574
0.7
—
—
70
Adjusted non-GAAP operating income
$
660,569
12.5
$
740,820
15.0
(250)
(1)
Segment operating income as a percentage of net sales is calculated by attributing the segment’s operating income with the respective net sales in
the segment.
(2)
Refer to “NON-GAAP FINANCIAL MEASURES,” for further details.
For Fiscal 2025, operating income decreased by $42 million or 170 basis points, as a percentage of net sales, as compared to
Fiscal 2024.
•
Operating income for the Americas decreased $23 million and decreased 240 basis points as a percentage of segment
net sales as compared to Fiscal 2024. The decrease as a percent of sales was primarily attributed to higher cost of
sales, inclusive of tariffs, and deleverage on marketing investments, partially offset by leverage in fulfillment expenses
and a benefit from the Litigation Settlement included in selling expense.
•
Operating income for EMEA decreased $18 million or 310 basis points as a percentage of segment net sales as
compared to Fiscal 2024. The decrease as a percent of sales primarily related to deleverage on fulfillment expenses
and marketing investments.
•
Operating (loss) for APAC increased $16 million or 950 basis points as a percentage of segment net sales as compared
to Fiscal 2024. The increase as a percent of sales is primarily attributed to higher cost of sales, and deleverage on store
occupancy expenses, partially offset by leverage on general and administrative expenses.
•
Operating (loss) not attributed to segments decreased primarily related to a decrease in employee compensation costs,
partially offset by increases in other administrative expenses and foreign currency losses.
Excluding the benefits related to the Litigation Settlement, adjusted non-GAAP operating income as a percentage of net sales
decreased by approximately 250 basis points during Fiscal 2025, as compared to Fiscal 2024.
Interest (income) expense, net
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
BPS
Change
Interest expense
$
2,375
— %
$
12,077
0.2 %
(20)
Interest income
(24,004)
(0.5)
(39,934)
(0.8)
30
Interest (income) expense, net
$
(21,629)
(0.4)
$
(27,857)
(0.6)
20
For Fiscal 2025, interest (income) expense, net, decreased $6.2 million, as compared to Fiscal 2024. The net decrease was a
result of a reduction in interest income due to the decrease in balance of time deposits and money market accounts compared to
Fiscal 2024. This was partially offset by lower interest expense in Fiscal 2025 compared to Fiscal 2024 as a result of the
redemption of the remaining outstanding balance of the 8.75% Senior Secured Notes on July 15, 2024.
Income tax expense
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
Effective Tax
Rate
Effective Tax
Rate
Income tax expense
$
205,777
28.5 %
$
194,661
25.3 %
Excluded items:
Tax effect of pre-tax excluded items (1)
(9,692)
—
Adjusted non-GAAP income tax expense
$
196,085
28.7
$
194,661
25.3
(1)
The tax effect of pre-tax excluded items is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis.
Refer to “NON-GAAP FINANCIAL MEASURES” for details of pre-tax excluded items.
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Abercrombie & Fitch Co.
37
2025 Form 10-K
The change in the effective tax rate for Fiscal 2025, as compared to Fiscal 2024, is due to jurisdictional mix, a lower tax benefit
on share-based compensation compared with the prior year.
During Fiscal 2025 and Fiscal 2024, the Company did not recognize income tax benefits on $74.9 million and $53.8 million,
respectively, of pre-tax losses, primarily in Switzerland, resulting in adverse tax impacts of $11.9 million and $8.2 million,
respectively. The primary driver relates to expense deleverage within the APAC and EMEA regions.
Refer to Note 12, “INCOME TAXES,” for further discussion on factors that impacted the effective tax rate in Fiscal 2025 and
Fiscal 2024.
Net income attributable to A&F
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
BPS
Change
Net income attributable to A&F
$
506,921
9.6 %
$
566,223
11.4 %
(180)
Excluded item, net of tax (1)
(28,882)
(0.5)
—
—
(50)
Adjusted non-GAAP net income attributable to A&F
$
478,039
9.1
$
566,223
11.4
(230)
(1)
Excludes items presented above under “Operating income,” and “Income tax expense.” Refer to “NON-GAAP FINANCIAL MEASURES,” for further
details.
Net income per diluted share attributable to A&F
Fiscal 2025
Fiscal 2024
$ Change
Net income per diluted share attributable to A&F
$
10.46
$
10.69
$
(0.23)
Excluded item, net of tax (1)(2)
(0.60)
—
(0.60)
Adjusted non-GAAP net income per diluted share attributable to A&F
$
9.86
$
10.69
$
(0.83)
Impact from changes in foreign currency exchange rates
—
(0.09)
0.09
Adjusted non-GAAP net income per diluted share attributable to A&F on a constant currency basis(2)
$
9.86
$
10.60
$
(0.74)
(1)
Excludes items presented above under “Operating income,” and “Income tax expense.”
(2)
Refer to “NON-GAAP FINANCIAL MEASURES,” for further details.
EBITDA and adjusted EBITDA
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
BPS
Change
Net income
$
514,995
9.8 %
$
574,016
11.6 %
(180)
Income tax expense
205,777
3.9
194,661
3.9
—
Interest (income) expense, net
(21,629)
(0.4)
(27,857)
(0.6)
20
Depreciation and amortization
155,021
2.9
153,773
3.2
(30)
EBITDA (1)
$
854,164
16.2
$
894,593
18.1
(190)
Excluded item:
Litigation Settlement (2)
(38,574)
(0.7)
—
—
(70)
Adjusted EBITDA (1)
$
815,590
15.5
$
894,593
18.1
(260)
(1)
EBITDA and Adjusted EBITDA are supplemental financial measures that are not defined or prepared in accordance with GAAP. EBITDA is defined as
net income before interest, income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for excluded items.
(2)
Refer to “NON-GAAP FINANCIAL MEASURES,” for further details.
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Abercrombie & Fitch Co.
38
2025 Form 10-K
LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company’s capital allocation strategy and priorities are reviewed by the Board of Directors quarterly, considering both
liquidity and valuation factors. The Company believes that it will have adequate liquidity to fund operating activities for the next
twelve months. The Company monitors market conditions and may in the future determine whether and when to repurchase
shares of its Common Stock. For a discussion of the Company’s share repurchase activity, please see below under “Share
repurchases.”
Primary sources and uses of cash
The Company’s business has two principal selling seasons: Spring and Fall. The Company generally experiences its greatest
sales activity during the Fall season, due to the back-to-school and holiday sales periods. The Company relies on excess
operating cash flows, which are largely generated in Fall, to fund operations throughout the fiscal year and to reinvest in the
business to support future growth. The Company also has the ABL Facility available as a source of additional funding, which is
described further below under “Credit facility.”
Over the next twelve months, the Company expects its primary cash requirements to be directed towards prioritizing investments
in the business and continuing to fund operating activities, including the acquisition of inventory, obligations related to
compensation, marketing, data and technology, leases and any lease buyouts or modifications it may exercise, taxes, and other
operating activities. In addition, management continuously evaluates potential opportunities to strategically deploy excess cash
and/or deleverage the balance sheet, in consideration on various factors, such as market and business conditions, and the
Company’s ability to accelerate investments in the business. Such opportunities may include, but are not limited to, share
repurchases.
When evaluating opportunities for investments in the business, management considers alignment with initiatives that position the
business for sustainable long-term growth and with the Company’s strategic pillars as described within “ITEM 1. BUSINESS -
STRATEGY AND KEY BUSINESS PRIORITIES,” including being opportunistic regarding areas for growth. Examples of
potential investment opportunities include, but are not limited to, new store experiences, and investments in the Company’s
digital and omnichannel initiatives, and investments in supply chain and distribution capabilities. Historically, the Company has
utilized free cash flow generated from operations to fund any discretionary capital expenditures, which have been prioritized
towards new store experiences, as well as marketing, digital and omnichannel investments, and information technology. For
Fiscal 2025, the Company invested $240.8 million towards capital expenditures, up from $182.9 million of capital expenditures in
Fiscal 2024. Total capital expenditures for Fiscal 2026 are expected to be in the range of $200 to $225 million.
The Company measures liquidity using total cash and cash equivalents and incremental borrowing available under the ABL
Facility. As of January 31, 2026, the Company had cash and cash equivalents of $759.5 million and total liquidity of
approximately $1.2 billion, compared with cash and cash equivalents of $772.7 million and total liquidity of approximately $1.2
billion at February 1, 2025.
Share repurchases
In March 2025, the Company announced that the Board of Directors approved a $1.3 billion share repurchase program (the
“2025 Authorization”), which replaced the prior share repurchase program of $500 million authorized by the Board of Directors in
2021. The 2025 Authorization does not have an expiration date and may be discontinued at any time. During Fiscal 2025, the
Company repurchased approximately 5.4 million shares of its Common Stock for approximately $450 million. As of January 31,
2026, the Company had $850 million in share repurchases remaining under the 2025 Authorization.
Historically, the Company has repurchased shares of its Common Stock from time to time, which repurchases are dependent on
excess liquidity, market conditions, and business conditions, with the objectives of returning excess cash to stockholders and
offsetting dilution from issuances of Common Stock associated with the vesting of restricted stock units. Shares may be
repurchased from time to time in the open market or in private transactions in such manner as may be deemed advisable from
time to time (including, without limitation, pursuant to accelerated share repurchase programs, one or more 10b5-1 trading plans,
or any other method deemed advisable) and may be discontinued at any time. The timing and amount of any such repurchases
will be determined based on an evaluation of market conditions, the Company’s share price, legal requirements, and other
factors. The Company is not obligated to repurchase any specific amount of shares of its Common Stock. Refer to “ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES” for additional information regarding the Company’s publicly announced share repurchase authorization
programs.
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Abercrombie & Fitch Co.
39
2025 Form 10-K
Credit facility
On August 2, 2024, A&F, as parent and a guarantor, Abercrombie & Fitch Management Co., 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 (as amended, the “ABL Credit Agreement”). The ABL Credit
Agreement provides for a senior secured asset-based revolving credit facility of up to $500 million (the “ABL Facility”), which
matures on August 2, 2029. The ABL Facility is subject to a borrowing base, consisting primarily of inventory located in the U.S.,
the United Kingdom, and the Netherlands, with a letter of credit sub-limit of $62.5 million, a swing line loan sub-limit of $30
million, and an accordion feature allowing A&F to increase the revolving commitment by up to $150 million subject to specified
conditions.
The Company did not have any borrowings outstanding under the ABL Facility as of January 31, 2026 or as of February 1, 2025.
Details regarding the remaining borrowing capacity under the ABL Facility as of January 31, 2026 are as follows:
(in thousands)
January 31, 2026
Loan cap
$
500,000
Less: Outstanding stand-by letters of credit
(454)
Borrowing capacity
499,546
Less: Minimum excess availability (1)
(50,000)
Borrowing capacity available
$
449,546
(1)
Under the ABL Facility, the Company must maintain excess availability equal to the greater of 10% of the loan cap or $36 million.
Refer to Note 13, “BORROWINGS,” for additional information.
Income taxes
The Company’s earnings and profits from its foreign subsidiaries could be repatriated to the U.S. without incurring additional
federal income tax. The Company determined that the balance of the Company’s undistributed earnings and profits from its
foreign subsidiaries as of February 2, 2019, are considered indefinitely reinvested outside of the U.S., and if these funds were to
be repatriated to the U.S., the Company would expect to incur an insignificant amount of state income taxes and foreign
withholding taxes. The Company accrues for both state income taxes and foreign withholding taxes with respect to earnings and
profits earned after February 2, 2019, in such a manner that these funds may be repatriated without incurring additional tax
expense. As of January 31, 2026, $245.2 million of the Company’s $759.5 million of cash and equivalents were held by foreign
affiliates.
Refer to Note 12, “INCOME TAXES,” for additional details regarding the impact certain events related to the Company’s income
taxes had on the Company’s Consolidated Financial Statements.
Analysis of cash flows
The table below provides certain components of the Company’s Consolidated Statements of Cash Flows for Fiscal 2025 and
Fiscal 2024:
Fiscal 2025
Fiscal 2024
(in thousands)
Cash and equivalents, and restricted cash and equivalents, beginning of period
$
780,395
$
909,685
Net cash provided by operating activities
619,142
710,376
Net cash used for investing activities
(150,774)
(297,703)
Net cash used for financing activities
(495,387)
(534,877)
Effects of foreign currency exchange rate changes on cash
13,540
(7,086)
Net decrease in cash and equivalents, and restricted cash and equivalents
$
(13,479) $
(129,290)
Cash and equivalents, and restricted cash and equivalents, end of period
$
766,916
$
780,395
Operating activities - For Fiscal 2025, net cash provided by operating activities decreased by $91.2 million, primarily related to
$174.4 million from the impact from changes in accounts payable and accrued expenses related to timing of merchandise and
advertising payables and decreased incentive compensation payments. The decrease was partially offset by $84.8 million in
lower inventory receipts compared to Fiscal 2024 and increased cash receipts as a result of the 6% year-over-year increase in
net sales. During Fiscal 2024, net cash provided by operating activities included increased cash receipts as a result of the 16%
increase in net sales.
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Abercrombie & Fitch Co.
40
2025 Form 10-K
Investing activities - For Fiscal 2025, net cash used for investing activities decreased by $146.9 million, primarily attributable to
capital expenditures of $240.8 million, as well as purchases of $25 million of marketable securities, partially offset by maturities
of $115 million of marketable securities. For Fiscal 2024, net cash used for investing activities was primarily attributable to
capital expenditures of $182.9 million, as well as purchases of $139.6 million of marketable securities, partially offset by
maturities of $24.8 million in marketable securities.
Financing activities - For Fiscal 2025, net cash used for financing activities decreased by $39.5 million, primarily related to the
repurchase of approximately 5.4 million shares of Common Stock with a market value of approximately $450 million, and $36.7
million related to shares of Common Stock withheld (repurchased) to cover tax withholdings upon vesting of share-based
compensation awards. For Fiscal 2024, net cash used for financing activities included the repurchase of approximately 1.6
million shares of Common Stock with a market value of approximately $229.8 million, the repurchase of $9.3 million in the open
market and redemption of $214 million of outstanding 8.75% Senior Secured Notes, and $70.2 million related to shares of
Common Stock withheld (repurchased) to cover tax withholdings upon vesting of share-based compensation awards.
Contractual Obligations
As of January 31, 2026, the Company’s contractual obligations were as follows:
Payments due by period
(in thousands)
Total
Less than 1 year
1-3 years
3-5 years
More than 5 years
Operating lease obligations (1)
$
1,422,228
$
312,271
$
527,234
$
301,971
$
280,752
Purchase obligations (2)
682,403
406,541
195,886
56,464
23,512
Other obligations (3)
116,769
12,150
29,382
29,555
45,682
Total
$
2,221,400
$
730,962
$
752,502
$
387,990
$
349,946
(1)
Operating lease obligations consist of the Company’s future undiscounted operating lease payments. Operating lease obligations do not include
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. Total variable lease cost was $192.2 million in Fiscal 2025. Refer to Note 2,
“SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases,” and Note 9, “LEASES,” for further discussion.
(2)
Purchase obligations primarily consist of non-cancelable purchase orders for merchandise to be delivered during Fiscal 2026 and commitments for
fabric expected to be used during upcoming seasons. In addition, purchase obligations include agreements to purchase goods or services, including,
but not limited to, information technology, digital and marketing contracts, as well as estimated obligations related to the Company’s 13-year, 100%
renewable energy supply agreement for its global home office and Company-owned distribution centers.
(3)
Other obligations consist of: estimated asset retirement obligations; known and scheduled payments related to the Company’s deferred
compensation and supplemental retirement plans; and minimum contractual obligations related to leases signed but not yet commenced, primarily
related to the Company’s stores. Refer to Note 9, “LEASES,” and Note 17, “SAVINGS AND RETIREMENT PLANS,” for further discussion.
Due to uncertainty as to the amounts and timing of future payments, tax related to uncertain tax positions, including accrued
interest and penalties, of $5.2 million as of January 31, 2026, is excluded from the contractual obligations table. Deferred taxes
are also excluded in the contractual obligations table. For further discussion, refer to Note 12, “INCOME TAXES.”
As of January 31, 2026, the Company had recorded $4.4 million and $47.0 million of obligations related to its deferred
compensation and supplemental retirement plans in accrued expenses and other liabilities on the Consolidated Balance Sheet,
respectively. Amounts payable with known payment dates of $18.0 million have been classified in the contractual obligations
table based on those scheduled payment dates. However, it is not reasonably practicable to estimate the timing and amounts for
the remainder of these obligations; therefore, those amounts have been excluded in the contractual obligations table.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company describes its significant accounting policies in Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
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.
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Abercrombie & Fitch Co.
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2025 Form 10-K
CRITICAL ACCOUNTING ESTIMATES
The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s
consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated
financial statements requires the Company to make estimates and assumptions that affect the reported amounts. Since actual
results may differ from those estimates, the Company revises its estimates and assumptions as new information becomes
available. Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” describes the significant accounting policies and
methods used in the preparation of the Company’s consolidated financial statements. The estimates and assumptions discussed
below include those that the Company believes are the most critical to the portrayal of the Company’s financial condition and
results of operations.
Policy
Effect if Actual Results Differ from Assumptions
Inventory Valuation
The Company reviews inventories on a quarterly basis. The Company reduces the
inventory valuation when the carrying cost of specific inventory items on hand
exceeds the amount expected to be realized from the ultimate sale or disposal of
the goods, through a lower of cost and net realizable value (“LCNRV”) adjustment.
The LCNRV adjustment reduces inventory to its net realizable value based on the
Company’s consideration of multiple factors and assumptions, expected sell-off
activity, composition and aging of inventory, historical recoverability experience and
risk of obsolescence from changes in economic conditions or customer
preferences.
The Company does not expect material changes to the
underlying assumptions used to measure the LCNRV
estimate as of January 31, 2026. However, actual results
could vary from estimates and could significantly impact
the ending inventory valuation at cost, as well as gross
profit.
An increase or decrease in the LCNRV adjustment of
10%
would
have
affected
pre-tax
income
by
approximately $3.5 million for Fiscal 2025.
Income Tax Valuation Allowances
The Company records deferred tax assets for deductible temporary differences
and tax loss carryforwards. Management evaluates whether it is more likely than
not that these deferred tax assets will be realized based on projected future
taxable income, tax planning strategies, and reversal of temporary differences. All
available evidence, both positive and negative, is considered to determine
whether, based upon the weight of the evidence, it is more likely than not that
some portion or all the deferred tax assets will not be realized. Greater weight is
given to evidence that can be objectively verified such as current and cumulative
financial reporting results. A valuation allowance is not required to the extent that,
in the Company’s judgment, sufficient positive evidence exists to conclude that it is
more likely than not that recorded deferred tax assets will be realized. This
evaluation requires significant judgment, particularly regarding long term financial
projections and the timing of reversals. Any such reversal of a valuation allowance
is recorded as a tax benefit in the financial statements. These estimates are
considered critical accounting estimates because they involve complex judgments
about future events and could materially affect our results of operations.
Changes in the Company’s expectations about future
taxable income — including those driven by global trade
policy and international trade disputes, global economic
and financial conditions, changes in consumer demand,
supply chain disruptions, or tax law or other regulatory
developments — may cause material adjustments to
valuation allowances in future periods. Should the
Company’s actual future taxable income by jurisdiction
vary from estimates, it could result in increases or
reversals of valuation allowances and impacts on our
effective tax rate. As of the end of Fiscal 2025, the
Company
had
recorded
valuation
allowances
of
$184.8 million, of which $178.2 million relates to
Switzerland.
Long-lived Assets
Long-lived assets, primarily operating lease right-of-use assets, leasehold
improvements, furniture, fixtures and equipment, are tested for recoverability
whenever events or changes in circumstances indicate that the carrying amount of
the long-lived asset group might not be recoverable. These include, but are not
limited to, material declines in operational performance, a history of losses, an
expectation of future losses, adverse market conditions and store closure or
relocation decisions. On at least a quarterly basis, the Company reviews for
indicators of impairment at the individual store level, the lowest level for which cash
flows are identifiable.
Stores that display an indicator of impairment are subjected to an impairment
assessment. The Company’s impairment assessment requires management to
make assumptions and judgments related, but not limited, to management’s
expectations for future operations and projected cash flows. The key assumption
used in the Company’s undiscounted future store cash flow models is estimated
sales growth rate.
An impairment loss may be recognized when these undiscounted future cash flows
are less than the carrying amount of the asset group. In the circumstance of
impairment, any loss would be measured as the excess of the carrying amount of
the asset group over its fair value. Fair value of the Company’s store-related assets
is determined at the individual store level based on the highest and best use of the
asset group. The key assumption used in the Company’s fair value analysis is
comparable market rents.
A 10% change in cash flows estimated for impairment
purposes would not result in a material amount of
additional impairment charges. If actual results are not
consistent with the estimates and assumptions used in
assessing impairment or measuring impairment losses,
there may be a material impact on the Company’s
financial condition or results of operation.
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Abercrombie & Fitch Co.
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2025 Form 10-K
NON-GAAP FINANCIAL MEASURES
This Annual Report on Form 10-K includes discussion of certain financial measures on both a GAAP and a non-GAAP basis. The
Company believes that each of the non-GAAP financial measures presented in this “ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” is useful to investors as it provides a
meaningful basis to evaluate the Company’s operating performance excluding the effect of certain items that the Company
believes may not reflect its future operating outlook, thereby supplementing investors’ understanding of comparability of
operations across periods. Management used these non-GAAP financial measures during the periods presented to assess the
Company’s performance and to develop expectations for future operating performance. These non-GAAP financial measures
should be used as a supplement to, and not as an alternative to, the Company’s GAAP financial results, and may not be
calculated in the same manner as similar measures presented by other companies.
Comparable sales
The Company provides comparable sales, defined as the year-over-year percentage change in the aggregate of (1) net sales for
stores that have been open as the same brand at least one year and square footage has not been expanded or reduced by more
than 20% within the past year, with the prior fiscal year’s net sales converted at the current fiscal year’s foreign currency
exchange rates to remove the impact of foreign currency exchange rate fluctuations, and (2) digital net sales with the prior fiscal
year’s net sales converted at the current fiscal year’s foreign currency exchange rates to remove the impact of foreign currency
exchange rate fluctuations. Comparable sales exclude revenue other than store and digital sales. Management uses comparable
sales to understand the drivers of year-over-year changes in net sales and believes comparable sales can be a useful metric as
it can assist investors in distinguishing the portion of the Company’s revenue attributable to existing locations from the portion
attributable to the opening or closing of stores. The most directly comparable GAAP financial measure is change in net sales.
Excluded items
The following financial measures are disclosed on a GAAP basis and on an adjusted non-GAAP basis excluding the following
items, as applicable:
Financial measures (1)
Excluded items
Selling expense
Settlement of claims to resolve payment card interchange fee litigation
General and administrative expense
Legal fees in connection with settlement of claims to resolve payment card interchange fee litigation
Operating income
Settlement, net of legal fees, of claims to resolve payment card interchange fee litigation
Income tax expense (2)
Tax effect of pre-tax excluded item
Net income and net income per
share attributable to A&F (2)
Pre-tax excluded items and the tax effect of pre-tax excluded item
(1)
Certain of these financial measures are also expressed as a percentage of net sales.
(2)
The tax effect of excluded items is the difference between the tax provision calculation on a GAAP basis and on an adjusted non-GAAP basis.
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Abercrombie & Fitch Co.
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2025 Form 10-K
Financial information on a constant currency basis
The Company provides certain financial information on a constant currency basis to enhance investors’ understanding of
underlying business trends and operating performance by removing the impact of foreign currency exchange rate fluctuations.
Management also uses financial information on a constant currency basis to award employee performance-based compensation.
The effect from foreign currency exchange rates, calculated on a constant currency basis, is determined by applying the current
period’s foreign currency exchange rates to the prior fiscal year’s results and is net of the year-over-year impact from hedging.
The per diluted share effect from foreign currency exchange rates is calculated using a 26% effective tax rate.
Reconciliations of non-GAAP financial metrics on a constant currency basis to financial measures calculated and presented in
accordance with GAAP for Fiscal 2025 and Fiscal 2024 were as follows:
(in thousands, except change in net sales, operating margin and per share
data)
Net sales
Fiscal 2025
Fiscal 2024
% Change
GAAP
$
5,266,292
$
4,948,587
6 %
Impact from changes in foreign currency exchange rates
—
33,163
(1)
Net sales on a constant currency basis
$
5,266,292
$
4,981,750
6
Operating income
Fiscal 2025
Fiscal 2024
BPS Change (1)
GAAP
$
699,143
$
740,820
(170)
Excluded items (2)
(38,574)
—
(80)
Adjusted non-GAAP
$
660,569
$
740,820
(250)
Impact from changes in foreign currency exchange rates
—
(7,099)
30
Adjusted non-GAAP on a constant currency basis
$
660,569
$
733,721
(220)
Net income per diluted share attributable to A&F
Fiscal 2025
Fiscal 2024
$ Change
GAAP
$
10.46
$
10.69
$
(0.23)
Excluded items, net of tax (2)
(0.60)
—
(0.60)
Adjusted non-GAAP
$
9.86
$
10.69
$
(0.83)
Impact from changes in foreign currency exchange rates
—
(0.09)
0.09
Adjusted non-GAAP on a constant currency basis
$
9.86
$
10.60
$
(0.74)
(1)
The estimated basis point change has been rounded based on the percentage of net sales change.
(2)
Refer to “RESULTS OF OPERATIONS,” for details on excluded items. The tax effect of excluded items is calculated as the difference between the
tax provision on a GAAP basis and an adjusted non-GAAP basis.
EBITDA and adjusted EBITDA
The Company provides EBITDA and adjusted EBITDA as supplemental measures used by the Company's executive
management to assess the Company's performance. We also believe that these supplemental performance measures are
meaningful information for investors and other interested parties to use in computing the Company's core financial performance
over multiple periods and with other companies by excluding the impact of differences in tax jurisdictions, debt service levels and
capital investment.
Reconciliations of non-GAAP EBITDA to net income, a financial measure calculated and presented in accordance with GAAP,
and the adjustments made in calculating adjusted EBITDA for Fiscal 2025 and Fiscal 2024 were as follows:
Fiscal 2025
Fiscal 2024
(in thousands, except ratios)
% of Net
Sales
% of Net
Sales
Net income
$
514,995
9.8 % $
574,016
11.6 %
Income tax expense
205,777
3.9
194,661
3.9
Interest (income) expense, net
(21,629)
(0.4)
(27,857)
(0.6)
Depreciation and amortization
155,021
2.9
153,773
3.2
EBITDA (1)
$
854,164
16.2
$
894,593
18.1
Adjustments to EBITDA
Litigation settlement (1)
(38,574)
(0.7)
—
—
Adjusted EBITDA (1)
$
815,590
15.5
$
894,593
18.1
(1)
EBITDA and adjusted EBITDA are supplemental financial measures that are not defined or prepared in accordance with GAAP. EBITDA is defined as
net income before interest, income taxes and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for excluded items.
Refer to “NON-GAAP FINANCIAL MEASURES,” for further details.
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Abercrombie & Fitch Co.
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2025 Form 10-K
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
INVESTMENT SECURITIES
The Company maintains its cash equivalents in financial instruments, primarily time deposits and money market funds, with
original maturities of three months or less. The Company is also invested in short-term marketable securities with maturities less
than twelve months. Due to the short-term nature of these instruments, changes in interest rates are not expected to materially
affect the fair value of these financial instruments.
Refer to Note 2 “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” and Note 6, “INVESTMENTS,” of the Notes to
Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this
Annual Report on Form 10-K for a discussion of the Company’s Rabbi Trust assets.
INTEREST RATE RISK
On July 15, 2024, the Company redeemed all of its outstanding 8.75% Senior Secured Notes, thereby eliminating that interest
rate risk. This analysis for Fiscal 2026 may differ from the actual results due to potential changes in gross borrowings outstanding
under the ABL Facility and potential changes in interest rate terms and limitations described within the ABL Credit Agreement.
FOREIGN CURRENCY EXCHANGE RATE RISK
A&F’s international subsidiaries generally operate with functional currencies other than the U.S. Dollar. Since the Company’s
Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of these financial
statements from functional currencies into U.S. dollars at exchange rates in effect during or at the end of the reporting period.
The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of revenues, expenses,
assets and liabilities. The potential impact of foreign currency exchange rate fluctuations increases as international operations
relative to domestic operations increase.
A&F and its subsidiaries have exposure to changes in foreign currency exchange rates associated with foreign currency
transactions and forecasted foreign currency transactions, including the purchase of inventory between subsidiaries and foreign-
currency-denominated assets and liabilities. The Company has established a program that primarily utilizes foreign currency
exchange forward contracts to partially offset the risks associated with the effects of certain foreign currency transactions and
forecasted transactions. Under this program, increases or decreases in foreign currency exchange rate exposures are partially
offset by gains or losses on foreign currency exchange forward contracts, to mitigate the impact of foreign currency exchange
gains or losses. The Company does not use forward contracts to engage in currency speculation. Outstanding foreign currency
exchange forward contracts are recorded at fair value at the end of each fiscal period.
Foreign currency exchange forward contracts are sensitive to changes in foreign currency exchange rates. The Company
assessed the risk of loss in fair values from the effect of a hypothetical 10% devaluation of the U.S. dollar against the exchange
rates for foreign currencies under forward contracts. Such a hypothetical devaluation would decrease derivative instrument fair
values by approximately $13.9 million. As the Company’s foreign currency exchange forward contracts are primarily designated
as cash flow hedges of forecasted transactions, the hypothetical change in fair values would be expected to be largely offset by
the net change in fair values of the underlying hedged items. Refer to Note 15, “DERIVATIVE INSTRUMENTS,” included in
“ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for the fair value of
outstanding foreign currency exchange forward contracts included in other current assets and accrued expenses as of
January 31, 2026 and February 1, 2025.
For a detailed discussion of material risk factors that have the potential to cause our actual results to differ materially from our
expectations, refer to “ITEM 1A. RISK FACTORS,” included in this Annual Report on Form 10-K.
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Abercrombie & Fitch Co.
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2025 Form 10-K
Item 8. Financial Statements and Supplementary Data
Abercrombie & Fitch Co.
Consolidated Statements of Operations and Comprehensive Income
(Thousands, except per share amounts)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Net sales
$
5,266,292
$
4,948,587
$
4,280,677
Cost of sales, exclusive of depreciation and amortization
2,028,884
1,773,926
1,587,265
Selling expense
1,809,633
1,689,988
1,533,438
General and administrative expense
725,471
750,485
681,176
Other operating loss (income), net
3,161
(6,632)
(5,873)
Operating income
699,143
740,820
484,671
Interest expense
2,375
12,077
30,352
Interest income
(24,004)
(39,934)
(29,980)
Interest (income) expense, net
(21,629)
(27,857)
372
Income before income taxes
720,772
768,677
484,299
Income tax expense
205,777
194,661
148,886
Net income
514,995
574,016
335,413
Less: Net income attributable to noncontrolling interests
8,074
7,793
7,290
Net income attributable to A&F
$
506,921
$
566,223
$
328,123
Net income per share attributable to A&F
Basic
$
10.71
$
11.14
$
6.53
Diluted
$
10.46
$
10.69
$
6.22
Weighted-average shares outstanding
Basic
47,319
50,839
50,250
Diluted
48,476
52,971
52,726
Other comprehensive income (loss)
Foreign currency translation, net of tax
$
20,348
$
(7,351) $
(3,879)
Derivative financial instruments, net of tax
(7,365)
4,168
5,438
Other comprehensive income (loss)
12,983
(3,183)
1,559
Comprehensive income
527,978
570,833
336,972
Less: Comprehensive income attributable to noncontrolling interests
8,074
7,793
7,290
Comprehensive income attributable to A&F
$
519,904
$
563,040
$
329,682
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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Abercrombie & Fitch Co.
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2025 Form 10-K
Abercrombie & Fitch Co.
Consolidated Balance Sheets
(Thousands, except par value amounts)
January 31, 2026
February 1, 2025
Assets
Current assets:
Cash and equivalents
$
759,540
$
772,727
Marketable securities
25,036
116,221
Receivables
146,757
105,324
Inventories
601,218
575,005
Other current assets
117,913
104,154
Total current assets
1,650,464
1,673,431
Property and equipment, net
674,079
575,773
Operating lease right-of-use assets
997,399
803,121
Other assets
219,932
247,562
Total assets
$
3,541,874
$
3,299,887
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$
377,465
$
364,532
Accrued expenses
465,549
504,922
Short-term portion of operating lease liabilities
241,265
211,600
Income taxes payable
21,721
45,890
Total current liabilities
1,106,000
1,126,944
Long-term liabilities:
Long-term portion of operating lease liabilities
926,830
740,013
Other liabilities
88,633
81,607
Total long-term liabilities
1,015,463
821,620
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
421,662
422,912
Retained earnings
3,697,814
3,196,724
Accumulated other comprehensive loss, net of tax (“AOCL”)
(126,168)
(139,151)
Treasury stock, at average cost: 58,295 and 53,565 shares at January 31, 2026 and February 1,
2025, respectively
(2,590,446)
(2,145,890)
Total Abercrombie & Fitch Co. stockholders’ equity
1,403,895
1,335,628
Noncontrolling interests
16,516
15,695
Total stockholders’ equity
1,420,411
1,351,323
Total liabilities and stockholders’ equity
$
3,541,874
$
3,299,887
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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Abercrombie & Fitch Co.
47
2025 Form 10-K
Abercrombie & Fitch Co.
Consolidated Statements of Stockholders’ Equity
(Thousands, except per share amounts)
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
—
—
—
7,290
328,123
—
—
—
335,413
Share-based compensation
issuances and exercises
1,498
—
(34,768)
—
(53,309)
—
(1,498)
58,592
(29,485)
Share-based compensation
expense
—
—
40,122
—
—
—
—
—
40,122
Derivative financial
instruments, net of tax
—
—
—
—
—
5,438
—
—
5,438
Foreign currency translation
adjustments, net of tax
—
—
—
—
—
(3,879)
—
—
(3,879)
Distribution to noncontrolling
interests, net
—
—
—
(4,191)
—
—
—
—
(4,191)
Balance, February 3, 2024
50,500 $ 1,033 $
421,609 $
14,827 $ 2,643,629 $ (135,968) 52,800 $ (1,895,143) $ 1,049,987
Net income
—
—
—
7,793
566,223
—
—
—
574,016
Purchase of common stock (1)
(1,615)
—
—
—
—
—
1,615
(231,031)
(231,031)
Share-based compensation
issuances and exercises
850
—
(37,364)
—
(13,128)
—
(850)
(19,716)
(70,208)
Share-based compensation
expense
—
—
38,667
—
—
—
—
—
38,667
Derivative financial
instruments, net of tax
—
—
—
—
—
4,168
—
—
4,168
Foreign currency translation
adjustments, net of tax
—
—
—
—
—
(7,351)
—
—
(7,351)
Distribution to noncontrolling
interests, net
—
—
—
(6,925)
—
—
—
—
(6,925)
Balance, February 1, 2025
49,735 $ 1,033 $
422,912 $
15,695 $ 3,196,724 $ (139,151) 53,565 $ (2,145,890) $ 1,351,323
Net income
—
—
—
8,074
506,921
—
—
—
514,995
Purchase of common stock (1)
(5,365)
—
—
—
—
—
5,365
(454,000)
(454,000)
Share-based compensation
issuances and exercises
635
—
(40,298)
—
(5,831)
—
(635)
9,444
(36,685)
Share-based compensation
expense
—
—
39,048
—
—
—
—
—
39,048
Derivative financial
instruments, net of tax
—
—
—
—
—
(7,365)
—
—
(7,365)
Foreign currency translation
adjustments, net of tax
—
—
—
—
—
20,348
—
—
20,348
Distribution to noncontrolling
interests, net
—
—
—
(7,253)
—
—
—
—
(7,253)
Balance, January 31, 2026
45,005 $ 1,033 $
421,662 $
16,516 $ 3,697,814 $ (126,168) 58,295 $ (2,590,446) $ 1,420,411
(1)
Includes commissions and excise tax on share repurchases
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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Abercrombie & Fitch Co.
48
2025 Form 10-K
Abercrombie & Fitch Co.
Consolidated Statements of Cash Flows
(Thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Operating activities
Net income
$
514,995
$
574,016
$
335,413
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
155,021
153,773
141,104
Amortization of capitalized cloud computing arrangement implementation costs
19,338
15,572
10,796
Asset impairment
11,484
11,596
8,289
Loss on disposal
3,218
3,440
6,408
Provision (benefit) for deferred income taxes
41,378
(12,278)
(4,743)
Share-based compensation
39,048
38,667
40,122
Loss on extinguishment of debt
—
1,114
1,975
Changes in assets and liabilities
Inventories
(22,058)
(106,874)
35,043
Accounts payable and accrued expenses
(45,128)
129,262
82,925
Operating lease right-of use assets and liabilities
12,240
(3,288)
(55,646)
Income taxes
(24,169)
(9,845)
35,806
Other assets
(82,349)
(71,361)
22,827
Other liabilities
(3,876)
(13,418)
(6,897)
Net cash provided by operating activities
619,142
710,376
653,422
Investing activities
Purchases of marketable securities
(24,800)
(139,600)
—
Proceeds from maturities of marketable securities
114,800
24,800
—
Purchases of property and equipment
(240,774)
(182,903)
(157,797)
Proceeds from the sale of property and equipment
—
—
615
Net cash used for investing activities
(150,774)
(297,703)
(157,182)
Financing activities
Repayment/redemption of senior secured notes
—
(223,331)
(77,972)
Purchases of common stock
(451,224)
(229,807)
—
Acquisition of Common stock for tax withholding obligations
(36,685)
(70,208)
(29,485)
Other financing activities
(7,478)
(11,531)
(3,744)
Net cash used for financing activities
(495,387)
(534,877)
(111,201)
Effect of foreign currency exchange rates on cash
13,540
(7,086)
(2,923)
Net (decrease) increase in cash and equivalents, and restricted cash and equivalents
(13,479)
(129,290)
382,116
Cash and equivalents, and restricted cash and equivalents, beginning of period
780,395
909,685
527,569
Cash and equivalents, and restricted cash and equivalents, end of period
$
766,916
$
780,395
$
909,685
Supplemental information related to non-cash activities
Purchases of property and equipment accrued in accounts payable
$
56,620
$
48,856
$
35,568
Excise tax liability accrued on share repurchases
4,000
1,224
—
Operating lease right-of-use assets additions, net of terminations, impairments and other
reductions
438,776
365,813
155,184
Supplemental information related to cash activities
Cash paid for interest
—
9,527
24,891
Cash paid for income taxes
191,051
217,654
120,448
Cash paid for excise tax on share repurchases
1,224
—
—
Cash received from income tax refunds
1,265
502
1,843
Cash paid for amounts included in measurement of operating lease liabilities, net of
abatements
313,575
278,229
296,834
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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Abercrombie & Fitch Co.
49
2025 Form 10-K
Index for Notes to Consolidated Financial Statements
Page No.
Note 1.
NATURE OF BUSINESS
51
Note 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
51
Note 3.
INTERCHANGE FEE SETTLEMENT
61
Note 4.
REVENUE RECOGNITION
61
Note 5.
FAIR VALUE
62
Note 6.
INVESTMENTS
63
Note 7.
INVENTORIES
63
Note 8.
PROPERTY AND EQUIPMENT, NET
64
Note 9.
LEASES
64
Note 10.
ASSET IMPAIRMENT
65
Note 11.
ACCRUED EXPENSES
66
Note 12.
INCOME TAXES
66
Note 13.
BORROWINGS
69
Note 14.
SHARE-BASED COMPENSATION
70
Note 15.
DERIVATIVE INSTRUMENTS
73
Note 16.
ACCUMULATED OTHER COMPREHENSIVE LOSS
74
Note 17.
SAVINGS AND RETIREMENT PLANS
75
Note 18.
SEGMENT REPORTING
75
Note 19.
CONTINGENCIES
78
Note 20.
SUBSEQUENT EVENTS
78
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2025 Form 10-K
Abercrombie & Fitch Co.
Notes to Consolidated Financial Statements
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 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.
The Company 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.
The Company’s brand families include Abercrombie brands and Hollister 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 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 Lifestyle L.L.C. (“MAF”), 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. 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 presented as net income attributable to NCI on the Consolidated Statements of Operations and
Comprehensive Income and the NCI portion of stockholders’ equity presented as NCI on the 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 was the case in Fiscal 2023. Fiscal years are
designated in the Consolidated Financial Statements and notes 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
Fiscal 2025
January 31, 2026
52
Fiscal 2026
January 30, 2027
52
Use of estimates
The preparation of financial statements, in conformity with U.S. generally accepted accounting principles (“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 global economic conditions such as the uncertainty
regarding a slowing economy, volatile interest rates, continued inflation, fluctuation in foreign exchange rates, and geopolitical
concerns, all of which could result in material impacts to the Company’s consolidated financial statements in future reporting
periods.
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Abercrombie & Fitch Co.
51
2025 Form 10-K
Cash and equivalents
A summary of cash and equivalents on the Consolidated Balance Sheets follows:
(in thousands)
January 31, 2026
February 1, 2025
Cash (1)
$
398,663
$
467,642
Cash equivalents: (2)
Time deposits
19,109
1,013
Money market funds
341,768
304,072
Cash and equivalents
$
759,540
$
772,727
(1)
Primarily consists of amounts on deposit with financial institutions.
(2)
Investments with original maturities of less than three months.
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 Consolidated Statements of Cash Flows:
(in thousands)
Location
January 31, 2026
February 1, 2025
February 3, 2024
Cash and equivalents
Cash and equivalents
$
759,540
$
772,727
$
900,884
Restricted cash and equivalents (1)
Other assets
7,376
7,668
8,801
Cash and equivalents and restricted cash and equivalents
$
766,916
$
780,395
$
909,685
(1)
Restricted cash and equivalents primarily consist of amounts on deposit with banks that are used as collateral for customary non-debt banking
commitments and deposits into trust accounts to conform to standard insurance security requirements.
Marketable securities
Marketable securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity
securities and recorded at amortized cost. Marketable securities consist of short-term investments of time deposits with original
maturities greater than three months and with maturities within one year as of balance sheet date. Interest income is recognized
when earned. Cash inflows and outflows related to the sale and purchase of marketable securities are classified as investing
activities on the Consolidated Statements of Cash Flows.
Refer to Note 6, “INVESTMENTS.”
Receivables
Receivables on the Consolidated Balance Sheets primarily include credit card receivables, lessor construction allowance and
lease incentive receivables, value added tax (“VAT”) receivables and trade receivables or refunds.
As part of the normal course of business, the Company has approximately three to four days of proceeds from sales transactions
outstanding with its third-party credit card vendors at any point. The Company classifies these outstanding balances as credit
card receivables. Lessor construction allowances are recorded for certain store lease agreements for improvements completed
by the Company. VAT receivables are payments the Company has made on purchases of goods that will be recovered as those
goods are sold. Trade receivables are amounts billed by the Company to wholesale, franchise and licensing partners in the
ordinary course of business. Income tax receivables represent refunds of certain tax payments along with net operating loss and
credit carryback claims for which the Company expects to receive refunds within the next 12 months.
Inventories
Inventories on the Consolidated Balance Sheets are valued at the lower of cost and net realizable value on a weighted-average
cost basis. The Company reduces the carrying value of inventory through a lower of cost and net realizable value adjustment,
the impact of which is reflected in cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of
Operations and Comprehensive Income. The lower of cost and net realizable value adjustment is based on the Company’s
consideration of multiple factors and assumptions including demand forecasts, current sales volumes, expected sell-off activity,
composition and aging of inventory, historical recoverability experience and risk of obsolescence from changes in economic
conditions or customer preferences.
Additionally, as part of inventory valuation, inventory shrinkage estimates based on historical trends from actual physical
inventories are made each quarter that reduce the inventory value for lost or stolen items. The Company performs physical
inventories on a periodic basis and adjusts the gross inventory balance and shrink estimate accordingly.
The Company’s global sourcing of merchandise is generally negotiated, contracted, and settled in U.S. Dollars.
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2025 Form 10-K
Other current assets
Other current assets on the Consolidated Balance Sheets consist of: prepaid expenses including those related to rent,
information technology maintenance and taxes; current store supplies; derivative contracts and other.
Property and equipment, net
Depreciation of property and equipment is computed for financial reporting purposes on a straight-line basis using the following
service lives:
Category of property and equipment
Service lives
Information technology
3 - 7 years
Furniture, fixtures and equipment
3 - 10 years
Leasehold improvements
1 - 15 years
Other property and equipment
5 years
Buildings
30 years
Leasehold improvements are amortized over either their respective lease terms or their service lives, whichever is shorter. The
cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or
loss included in net income on the Consolidated Statements of Operations and Comprehensive Income. Maintenance and
repairs are charged to expense as incurred. Major remodels and improvements that extend the service lives of the related assets
are capitalized.
The Company capitalizes certain direct costs associated with the development and purchase of internal-use software within
property and equipment and other assets. Capitalized costs are amortized on a straight-line basis over the estimated useful lives
of the software, generally not exceeding seven years.
Refer to Note 8, “PROPERTY AND EQUIPMENT, NET.”
Leases
The Company determines if an arrangement is an operating lease at inception. For new operating leases, the Company
recognizes an asset for the right to use a leased asset and a liability based on the present value of remaining lease payments
over the lease term on the lease commencement date. The commencement date for new leases is when the lessor makes
the leased asset available for use by the Company, typically the possession date.
As the rates implicit in the Company’s leases are not readily determinable, the Company uses its incremental borrowing rate,
based on the local economic environment and the duration of the lease term, for the initial measurement of the operating lease
right-of-use asset and liability.
The measurement of operating lease right-of-use assets and liabilities includes amounts related to:
•
Lease payments made prior to the lease commencement date;
•
Incentives from landlords received by the Company for signing a lease, including construction allowances or deferred
lease credits paid to the Company by landlords towards construction and tenant improvement costs, which are
presented as a reduction to the right-of-use asset recorded;
•
Fixed payments related to operating lease components, such as rent escalation payments scheduled at the lease
commencement date;
•
Fixed payments related to nonlease components, such as taxes, insurance, and maintenance costs; and
•
Unamortized initial direct costs incurred in conjunction with securing a lease, including key money, which are amounts
paid directly to a landlord in exchange for securing the lease, and leasehold acquisition costs, which are amounts paid
to parties other than the landlord, such as an existing tenant, to secure the desired lease.
The measurement of operating lease right-of-use assets and liabilities excludes amounts related to:
•
Costs expected to be incurred to return a leased asset to its original condition, also referred to as asset retirement
obligations, which are classified within other liabilities on the Consolidated Balance Sheets;
•
Variable payments related to operating lease components, such as contingent rent payments made by the Company
based on performance, the expense of which is recognized in the period incurred on the Consolidated Statements of
Operations and Comprehensive Income;
•
Variable payments related to nonlease components, such as taxes, insurance, and maintenance costs, the expense of
which is recognized in the period incurred in the Consolidated Statements of Operations and Comprehensive Income;
and
•
Leases not related to Company-operated retail stores with an initial term of 12 months or less, the expense of which is
recognized in the period incurred in the Consolidated Statements of Operations and Comprehensive Income.
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2025 Form 10-K
Certain of the Company’s operating leases include options to extend the lease or to terminate the lease. The Company assesses
these operating leases and, depending on the facts and circumstances, may or may not include these options in the
measurement of the Company’s operating lease right-of-use assets and liabilities. Generally, the Company’s options to extend its
operating leases are at the Company’s sole discretion and at the time of lease commencement are not reasonably certain of
being exercised. There may be instances in which a lease is being renewed on a month-to-month basis and, in these instances,
the Company will recognize lease expense in the period incurred in the Consolidated Statements of Operations and
Comprehensive Income until a new agreement has been executed. Upon the signing of the renewal agreement, the Company
recognizes an asset for the right to use the leased asset and a liability based on the present value of remaining lease payments
over the lease term.
Amortization and interest expense related to operating lease right-of-use assets and liabilities are generally calculated on a
straight-line basis over the lease term. Amortization and interest expense related to previously impaired operating lease right-of-
use assets are calculated on a front-loaded pattern. Depending on the nature of the operating lease, amortization and interest
expense are primarily recorded within selling expense, or general and administrative expense, on the Consolidated Statements
of Operations and Comprehensive Income.
The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive
covenants. In addition, the Company does not have any sublease arrangements with any related party.
Refer to Note 9, “LEASES.”
Long-lived asset impairment
For the purposes of asset impairment, the Company’s long-lived assets, primarily operating lease right-of-use assets, leasehold
improvements, furniture, fixtures and equipment, are grouped with other assets and liabilities at the store level, which is the
lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. On at least a
quarterly basis, management reviews the Company’s asset groups for indicators of impairment, which include, but are not limited
to, material declines in operational performance, a history of losses, an expectation of future losses, adverse market conditions,
store closure or relocation decisions, and any other events or changes in circumstances that would indicate the carrying amount
of an asset group might not be recoverable.
If an asset group displays an indicator of impairment, it is tested for recoverability by comparing the sum of the estimated future
undiscounted cash flows attributable to the asset group to the carrying amount of the asset group. This recoverability test
requires management to make assumptions and judgments related, but not limited, to management’s expectations for future
cash flows from operating the store. The key assumption used in developing these projected cash flows used in the
recoverability test is estimated sales growth rate.
If the sum of the estimated future undiscounted cash flows attributable to an asset group is less than its carrying amount, and it is
determined that the carrying amount of the asset group is not recoverable, management determines if there is an impairment
loss by comparing the carrying amount of the asset group to its fair value. Fair value of an asset group measured on a non-
recurring basis is based on the highest and best use of the asset group, often using a discounted cash flow model that utilizes
Level 3 fair value inputs. The key assumption used in the Company’s fair value analysis is comparable market rents. An
impairment loss is recognized based on the excess of the carrying amount of the asset group over its fair value.
Refer to Note 10, “ASSET IMPAIRMENT.”
Other assets
Other assets on the Consolidated Balance Sheets consist primarily of the Company’s trust-owned life insurance policies held in
the irrevocable rabbi trust (the “Rabbi Trust”), deferred tax assets, long-term deposits, intellectual property, long-term restricted
cash and equivalents, long-term supplies, certain costs incurred to develop internal-use computer software during the application
development stage and various other assets.
The Rabbi Trust includes amounts, restricted in their use, to meet funding obligations to participants in the Abercrombie & Fitch
Co. Nonqualified Savings and Supplemental Retirement Plan I, the Abercrombie & Fitch Co. Nonqualified Savings and
Supplemental Retirement Plan II and the Supplemental Executive Retirement Plan. The Rabbi Trust assets are included in other
assets on the Consolidated Balance Sheets. The change in cash surrender value of the life insurance policies in the Rabbi Trust
is recorded in interest expense, net on the Consolidated Statements of Operations and Comprehensive Income.
The Company defers costs incurred with the implementation of a cloud computing arrangement (“CCA”) that is a service
contract. The deferred implementation costs of cloud computing arrangements are amortized on a straight-line basis over the
term of the cloud computing arrangement, generally ranging from 1 to 5 years, in general and administrative expenses on
Consolidated Statements of Operations and Comprehensive Income. The eligible implementation costs incurred of a cloud
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2025 Form 10-K
computing arrangement are included in other assets on the Consolidated Balance Sheets, and in operating cash flows of the
Consolidated statements of cash flows. The deferred CCA implementation costs were $103.2 million and $73.3 million with
accumulated amortization of $42.4 million and $25.5 million for the years ended January 31, 2026 and February 1, 2025,
respectively.
Refer to Note 6, “INVESTMENTS.”
Intellectual property
Intellectual property primarily includes trademark assets associated with the Company’s international operations, consisting of
finite-lived and indefinite-lived intangible assets. The Company’s finite-lived intangible assets are amortized over a useful life of
10 to 20 years.
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 is typically 60 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 January 31, 2026 and February 1, 2025, $75.3 million and $88.4 million of SCF program liabilities were recorded in
accounts payable in the Consolidated Balance Sheets, respectively, and reflected as a cash flow from operating activities in the
Consolidated Statements of Cash Flows when settled.
The following table provides activity in the SCF program for Fiscal 2025:
(in thousands)
Fiscal 2025
Confirmed obligations outstanding at the beginning of the period
$
88,389
Invoices confirmed during the period
503,980
Confirmed invoices paid during the period
(517,022)
Confirmed obligations outstanding at the end of the period
$
75,347
Income taxes
Income taxes are calculated using the asset and liability method. Deferred tax assets and liabilities are recognized based on the
difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using current enacted tax rates in effect for the years in which those temporary
differences are expected to reverse. Inherent in the determination of the Company’s income tax liability and related deferred
income tax balances are certain judgments and interpretations of enacted tax law and published guidance with respect to
applicability to the Company’s operations. The Company is subject to audit by taxing authorities, usually several years after tax
returns have been filed, and the taxing authorities may have differing interpretations of tax laws. Valuation allowances are
established to reduce deferred tax assets to the amount expected to be realized when it is more likely than not that some portion
or all of the deferred tax assets will not be realized.
The Company records tax expense or benefit that does not relate to ordinary income in the current fiscal year discretely in the
period in which it occurs. Examples of such types of discrete items include, but are not limited to: changes in estimates of the
outcome of tax matters related to prior years, assessments of valuation allowances, return-to-provision adjustments, tax-exempt
income, the settlement of tax audits and changes in tax legislation and/or regulations.
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon
examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount
recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon
settlement. The Company’s effective tax rate includes the impact of reserve provisions and changes to reserves on uncertain tax
positions that are not more likely than not to be sustained upon examination as well as related interest and penalties.
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A number of years may elapse before a particular matter, for which the Company has established a reserve, is audited and finally
resolved. The number of years with open tax audits varies depending on the tax jurisdiction. While it is often difficult to predict the
final outcome or the timing of resolution of any particular tax matter, the Company believes that its reserves reflect the probable
outcome of known tax contingencies. Unfavorable settlement of any particular issue may require use of the Company’s cash.
Favorable resolution would be recognized as a reduction to the Company’s effective tax rate in the period of resolution.
The Company recognizes accrued interest and penalties related to uncertain tax positions as a component of income tax
expense on the Consolidated Statements of Operations and Comprehensive Income.
Refer to Note 12, “INCOME TAXES.”
Foreign currency translation and transactions
The functional currencies of the Company’s foreign subsidiaries are generally the currencies of the environments in which each
subsidiary primarily generates and expends cash, which is often the local currency of the country in which each subsidiary
operates. The financial statements of the Company’s foreign subsidiaries with functional currencies other than the U.S. Dollar are
translated into U.S. Dollars (the Company’s reporting currency) as follows: assets and liabilities are translated at the exchange
rate prevailing at the balance sheet date, equity accounts are translated at historical exchange rates, and revenues and
expenses are translated at the monthly average exchange rate for the period.
Foreign currency transactions, which are transactions denominated in a currency other than the entity’s functional currency, are
initially measured in the functional currency of the recording entity using the exchange rate in effect at that date. Subsequently,
assets and liabilities associated with foreign currency transactions are remeasured into the entity’s functional currency using
historical exchange rates when remeasuring nonmonetary assets and liabilities and current exchange rates when remeasuring
monetary assets and liabilities.
Gains and losses resulting from the remeasurement of monetary assets and liabilities are included in other operating income,
net, whereas translation adjustments and gains and losses associated with measuring inter-company loans of a long-term
investment nature are reported as an element of other comprehensive income (loss) (“OCI”).
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.
In order to qualify for hedge accounting treatment, a derivative instrument must be considered highly effective at offsetting
changes in either the hedged item’s cash flows or fair value. Additionally, the hedge relationship must be documented to include
the risk management objective and strategy, the hedging instrument, the hedged item, the risk exposure, and how hedge
effectiveness will be assessed prospectively and retrospectively. The extent to which a hedging instrument has been, and is
expected to continue to be, effective at offsetting changes in fair value or cash flows is assessed and documented at least
quarterly. If the underlying hedged item is no longer probable of occurring, hedge accounting is discontinued.
For derivative instruments that either do not qualify for hedge accounting or are not designated as hedges, all changes in the fair
value of the derivative instrument are recognized in earnings. For qualifying cash flow hedges, the change in the fair value of the
derivative instrument is recorded as a component of OCI and recognized in earnings when the hedged cash flows affect
earnings. If the cash flow hedge relationship is terminated, the derivative instrument gains or losses that are deferred in OCI will
be recognized in earnings when the hedged cash flows occur. However, for cash flow hedges that are terminated because the
forecasted transaction is not expected to occur in the original specified time period, or a two-month period thereafter, the
derivative instrument gains or losses are immediately recognized in earnings.
The Company uses derivative instruments, primarily forward contracts designated as cash flow hedges, to hedge the foreign
currency exchange rate exposure associated with forecasted foreign-currency-denominated intercompany inventory transactions
with foreign subsidiaries before inventory is sold to third parties. Fluctuations in 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 forward contracts typically have a maximum term of
twelve months. The conversion of the inventory to cost of sales, exclusive of depreciation and amortization, will result in the
reclassification of related derivative gains and losses that are reported in AOCL on the Consolidated Balance Sheets into
earnings.
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The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net
monetary assets and liabilities, such as cash balances, receivables and payables. Fluctuations in foreign currency exchange
rates result in transaction gains and losses being recorded in earnings as monetary assets and liabilities are remeasured at the
spot exchange rate at the Company’s fiscal month-end or upon settlement. The Company has chosen not to apply hedge
accounting to these foreign currency exchange forward contracts because there are no differences in the timing of gain or loss
recognition on the hedging instruments and the hedged items.
The Company presents its derivative assets and derivative liabilities at their gross fair values within other current assets and
accrued liabilities, respectively, on the Consolidated Balance Sheets. However, the Company’s derivative instruments allow net
settlements under certain conditions.
Refer to Note 15, “DERIVATIVE INSTRUMENTS.”
Stockholders’ equity
A summary of the Company’s Class A Common Stock, $0.01 par value, and Class B Common Stock, $0.01 par value, follows:
(in thousands)
January 31, 2026
February 1, 2025
Class A Common Stock
Shares authorized
150,000
150,000
Shares issued
103,300
103,300
Shares outstanding
45,005
49,735
Class B Common Stock (1)
Shares authorized
106,400
106,400
(1)
No shares were issued or outstanding as of each of January 31, 2026 and February 1, 2025.
Holders of Class A Common Stock generally have identical rights to holders of Class B Common Stock, except holders of
Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to three votes per
share on all matters submitted to a vote of stockholders.
Revenue recognition
The Company recognizes revenue from product sales when control of the good is transferred to the customer, generally upon
pick up at, or shipment from, a Company location.
Revenue is recorded net of estimated returns, associate discounts, promotions and other similar customer incentives. The
Company estimates reserves for sales returns based on historical experience among other factors. The sales return reserve is
classified in accrued expenses with a corresponding asset related to the projected returned merchandise recorded in inventory
on the Consolidated Balance Sheets.
The Company accounts for gift cards sold to customers by recognizing an unearned revenue liability at the time of sale, which is
recognized as net sales when redeemed by the customer or when the Company has determined the likelihood of redemption to
be remote, referred to as gift card breakage. Gift card breakage is recognized proportionally with gift card redemptions in net
sales. Gift cards sold to customers do not expire or lose value over periods of inactivity and the Company is not required by law
to escheat the value of unredeemed gift cards to the jurisdictions in which it operates.
The Company also maintains loyalty programs, which primarily provide customers with the opportunity to earn points toward
future merchandise discount rewards with qualifying purchases. The Company accounts for expected future reward redemptions
by recognizing an unearned revenue liability as customers accumulate points, which remains until revenue is recognized at the
earlier of redemption or expiration.
Unearned revenue liabilities related to the Company’s gift card program and loyalty programs are classified in accrued expenses
on the Consolidated Balance Sheets and are typically recognized as revenue within a 12-month period.
For additional details on the Company’s unearned revenue liabilities related to the Company’s gift card and loyalty programs,
refer to Note 4, “REVENUE RECOGNITION.”
The Company also recognizes revenue under wholesale arrangements when control passes to the wholesale partner, which is
generally upon shipment. Revenue from the Company’s franchise and license arrangements, primarily royalties earned upon the
sale of merchandise, is generally recognized at the time merchandise is sold to the franchisees’ retail customers or to the
licensees’ wholesale customers.
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The Company does not include tax amounts collected from customers on behalf of third parties, including sales and indirect
taxes, in net sales.
All revenues are recognized in net sales in the Consolidated Statements of Operations and Comprehensive Income. For a
discussion of the disaggregation of revenue, refer to Note 18, “SEGMENT REPORTING.”
Cost of sales, exclusive of depreciation and amortization
Cost of sales, exclusive of depreciation and amortization on the Consolidated Statements of Operations and Comprehensive
Income, primarily consists of cost incurred to ready inventory for sale, including product costs, freight, and import costs, as well
as provisions for reserves for shrink and lower of cost and net realizable value. Gains and losses associated with the effective
portion of designated foreign currency exchange forward contracts related to the hedging of intercompany inventory transactions
are also recognized in cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations
and Comprehensive Income.
The Company’s cost of sales, exclusive of depreciation and amortization, and consequently gross profit, may not be comparable
to those of other retailers, as inclusion of certain costs vary across the industry. Some retailers include all costs related to buying,
design and distribution operations in cost of sales, while others may include either all or a portion of these costs in selling,
general and administrative expenses.
Selling expense
Selling expense on the Consolidated Statements of Operations and Comprehensive Income is comprised of stores, fulfillment
and marketing expenses. Stores expenses include non-management employee compensation; costs associated with operating
stores including occupancy costs; including lease costs; utilities and other landlord expenses; depreciation and amortization;
repairs and maintenance. Fulfillment costs primarily consists of costs related to the Company’s digital operations; shipping and
handling costs; non-management employee compensation; and distribution center (“DC”) expenses. Marketing expenses include
costs associated with the Company’s marketing and advertising activities.
A summary of shipping and handling costs, which includes costs incurred to store, move and prepare product for shipment and
costs incurred to physically move product to our customers across channels, follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Shipping and handling costs
$
404,225
$
410,004
$
362,545
Marketing costs consist primarily of paid media advertising, direct digital advertising, including e-mail distribution, digital content
and in-store photography and signage.
Marketing costs related specifically to digital operations are expensed as incurred and the production of in-store photography and
signage is expensed when the marketing campaign commences. All other marketing costs are expensed as incurred.
A summary of marketing costs follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Marketing costs
$
308,293
$
270,598
$
217,276
General and administrative expense
General and administrative expense on the Consolidated Statements of Operations and Comprehensive Income primarily
consists of: home office and support functions including; store management and DC management compensation; information
technology; outside services, such as legal and consulting; depreciation, primarily related to IT and other home office assets;
amortization related to trademark assets; costs to design and develop the Company’s merchandise; relocation; recruiting; and
travel expenses.
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2025 Form 10-K
Other Operating Loss (Income), Net
Other operating loss (income), net on the Consolidated Statements of Operations and Comprehensive Income primarily consists
of gains and losses resulting from foreign-currency-denominated transactions. A summary of foreign-currency-denominated
transaction gains (losses), including those related to derivative instruments, follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Foreign-currency-denominated transaction (losses) gains
$
(7,325) $
2,665
$
1,936
Interest expense and interest income
Interest expense primarily consists of interest expense on the Company’s long-term borrowings outstanding. Interest income
primarily consists of interest income earned on the Company’s investments and cash holdings and realized gains from the Rabbi
Trust assets.
Share-based compensation
The Company issues shares of Class A Common Stock, $0.01 par value (the “Common Stock”) from treasury stock upon vesting
of restricted stock units, including those converted from performance share awards. As of January 31, 2026, the Company had
sufficient treasury stock available to settle restricted stock units outstanding. Settlement of stock awards in Common Stock also
requires that the Company have sufficient shares available under stockholder-approved plans at the applicable time.
In the event there are not sufficient shares of Common Stock available to be issued under the Abercrombie & Fitch Co. 2016
Long-Term Incentive Plan for Directors (as amended effective May 20, 2020, the “2016 Directors LTIP”) and the Abercrombie &
Fitch Co. 2016 Long-Term Incentive Plan for Associates (as amended effective June 8, 2023, the “2016 Associates LTIP”), or
under a successor or replacement plan at each reporting date as of which share-based compensation awards remain
outstanding, the Company may be required to designate some portion of the outstanding awards to be settled in cash, which
would result in liability classification of such awards. The fair value of liability-classified awards would be re-measured each
reporting date until such awards no longer remain outstanding or until sufficient shares of Common Stock become available to be
issued under the existing plans or under a successor or replacement plan. As long as the awards are required to be classified as
a liability, the change in fair value would be recognized in current period expense based on the requisite service period rendered.
Fair value of both service-based and performance-based restricted stock units is calculated using the market price of the
underlying Common Stock on the date of grant reduced for anticipated dividend payments on unvested shares. In determining
fair value, the Company does not take into account performance-based vesting requirements. Performance-based vesting
requirements are taken into account in determining the number of awards expected to vest. For market-based restricted stock
units, fair value is calculated using a Monte Carlo simulation with the number of shares that ultimately vest dependent on the
Company’s total stockholder return measured against the total stockholder return of a select group of peer companies over a
three-year period. For awards with performance-based or market-based vesting requirements, the number of shares that
ultimately vest can vary from 0% to 200% of target depending on the level of achievement of performance criteria.
Service-based restricted stock units are expensed on a straight-line basis over the award’s requisite service period.
Performance-based restricted stock units subject to graded vesting are expensed on an accelerated attribution basis.
Performance share award expense is primarily recognized in the performance period of the award’s requisite service period.
Market-based restricted stock units without graded vesting features are expensed on a straight-line basis over the award’s
requisite service period. The Company adjusts share-based compensation expense on a quarterly basis for actual forfeitures.
For awards that are expected to result in a tax deduction, a deferred tax asset is recorded in the period in which share-based
compensation expense is recognized. A current tax deduction arises upon the issuance of restricted stock units and performance
share awards and is principally measured at the award’s intrinsic value. If the tax deduction differs from the recorded deferred tax
asset, the excess tax benefit or deficit associated with the tax deduction is recognized within income tax expense.
Refer to Note 14, “SHARE-BASED COMPENSATION.”
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Net Income per share attributable to A&F
Net income per basic and diluted share attributable to A&F is computed based on the weighted-average number of outstanding
shares of Common Stock. Additional information pertaining to net income per share attributable to A&F follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Shares of Common Stock issued
103,300
103,300
103,300
Weighted-average treasury shares
(55,981)
(52,461)
(53,050)
Weighted-average — basic shares
47,319
50,839
50,250
Dilutive effect of share-based compensation awards
1,157
2,132
2,476
Weighted-average — diluted shares
48,476
52,971
52,726
Anti-dilutive shares (1)
249
220
541
(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 contingently issuable 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.
Recent accounting pronouncements
The following table summarizes recently issued accounting standards that are applicable to the Company. Certain other
standards issued by the Financial Accounting Standards Board have been excluded because they are not applicable or are not
expected to have a material impact on the Company’s consolidated financial statements
Accounting Standards
Update (ASU)
Description
Date of
adoption
Effect on the financial statements
or other significant matters
Standards adopted
ASU 2023-09, Income
Taxes (Topic 740):
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 guidance will be applied on a
prospective basis with the option to apply the standard
retrospectively. Early adoption is permitted.
January 31, 2026
The
Company
adopted
this
guidance on a retrospective basis
by enhancing income tax footnote
disclosures to include the effective
tax rate reconciliation and income
taxes paid. Refer to Note 12,
“INCOME TAXES.”
Standards not yet adopted
ASU 2024-03 - Income
Statement—Reporting
Comprehensive Income—
Expense Disaggregation
Disclosures (Subtopic
220-40): Disaggregation
of Income Statement
Expenses
ASU 2025-01 - Income
Statement—Reporting
Comprehensive Income—
Expense Disaggregation
Disclosures (Subtopic
220-40): Clarifying the
Effective Date
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
periods within annual reporting periods 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.
ASU 2025-06 -
Intangibles—Goodwill and
Other—Internal-Use
Software (Subtopic
350-40): Targeted
Improvements to the
Accounting for Internal-
Use Software
The update removes all references to project stages
and clarifies that costs may begin to be capitalized
once management has authorized the project and it is
probable that the project will be completed and the
software will be used to perform the function intended.
The update specifies disclosure of capitalized internal-
use software balance and accumulated amortization at
the balance sheet date, the amortization for the period
and a general description of the method used in
computing amortization. The update is effective for
annual periods beginning after December 15, 2027
and interim periods within those years. Early adoption
is permitted.
The
Company
is
currently
evaluating the impact that this
guidance
will
have
on
its
consolidated financial statements
and accompanying notes.
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3. INTERCHANGE FEE SETTLEMENT
Litigation settlement
In Fiscal 2025, the Company entered into a settlement related to the resolution of a payment card interchange fee litigation in
which it was a plaintiff. The settlement resulted in a $39 million net benefit recorded in the Consolidated Statements of
Operations and Comprehensive Income for Fiscal 2025. The net benefit is comprised of a $43 million settlement benefit recorded
within selling expense and a $4 million settlement-related expense recorded within general and administrative expense.
4. REVENUE RECOGNITION
Disaggregation of revenue
All revenues are recognized in net sales in the Consolidated Statements of Operations and Comprehensive Income. For
information regarding the disaggregation of revenue, refer to Note 18, “SEGMENT REPORTING.”
Contract liabilities
The following table details certain contract liabilities representing unearned revenue as of January 31, 2026, February 1, 2025
and February 3, 2024:
(in thousands)
January 31, 2026
February 1, 2025
February 3, 2024
Gift card liability (1)
$
48,057
$
45,364
$
41,144
Loyalty programs liability
36,878
32,199
27,937
(1)
Includes $24.2 million,$19.8 million and $20.0 million of revenue recognized during Fiscal 2025, Fiscal 2024 and Fiscal 2023 , respectively, that was
included in the gift card liability at the beginning of February 1, 2025 and February 3, 2024, respectively.
The following table details recognized revenue associated with the Company’s gift card program and loyalty programs for Fiscal
2025, Fiscal 2024, and Fiscal 2023:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Revenue associated with gift card redemptions and gift card breakage
$
129,342
$
141,380 $
112,749
Revenue associated with reward redemptions and breakage related to the
Company’s loyalty programs
74,850
65,776
56,406
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition,” for discussion regarding
significant accounting policies related to the Company’s revenue recognition.
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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 three levels of the hierarchy and the distribution of the Company’s assets and liabilities that are measured at fair value on a
recurring basis, were as follows:
Assets and Liabilities at Fair Value as of January 31, 2026
(in thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents (1)
$
341,768
$
19,109
$
—
$
360,877
Derivative instruments (2)
—
350
—
350
Rabbi Trust assets (3)
1,164
55,443
—
56,607
Restricted cash equivalents (1)
3,089
629
—
3,718
Total assets
$
346,021
$
75,531
$
—
$
421,552
Liabilities:
Derivative instruments (2)
$
—
$
2,336
$
—
$
2,336
Total liabilities measured at fair value
$
—
$
2,336
$
—
$
2,336
Assets and Liabilities at Fair Value as of February 1, 2025
(in thousands)
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents (1)
$
304,072
$
1,013
$
—
$
305,085
Derivative instruments (2)
—
4,315
—
4,315
Rabbi Trust assets (3)
1,164
53,921
—
55,085
Restricted cash equivalents (1)
3,070
1,496
—
4,566
Total assets measured at fair value
$
308,306
$
60,745
$
—
$
369,051
(1)
Level 1 assets consisted of investments in money market funds and U.S. treasury bills. Level 2 assets consisted of time deposits with original
maturities of less than three months.
(2)
Level 2 assets and liabilities consisted 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 and liabilities consisted of:
•
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, 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.
The Company also holds certain investments that are not measured at fair value on a recurring basis on the Consolidated
Balance Sheets, including held-to-maturity securities. Held-to-maturity securities consist primarily of time deposits with maturities
less than one year, which are valued at amortized cost, approximating fair value.
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6. INVESTMENTS
Investments consisted of:
January 31, 2026
February 1, 2025
(in thousands)
Investments
Marketable securities
Time deposits
$
25,036
$
116,221
Total Marketable securities
$
25,036
$
116,221
Rabbi Trust assets (1)
Trust-owned life insurance policies (at cash surrender value)
$
55,443
$
53,921
Money market funds
1,164
1,164
Total Rabbi Trust assets
$
56,607
$
55,085
(1)
Rabbi Trust assets are included in Other assets on the Consolidated Balance Sheets and are restricted as to their use.
Realized gains resulting from the change in cash surrender value and benefits paid pursuant to the trust-owned life insurance
policies of the Rabbi Trust assets for Fiscal 2025, Fiscal 2024 and Fiscal 2023 were as follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Realized gains related to Rabbi Trust assets
$
1,523
$
1,400
$
1,978
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” for further discussion related to the Company’s
Marketable securities and Rabbi Trust assets.
7. INVENTORIES
Inventories consisted of:
(in thousands)
January 31, 2026
February 1, 2025
Inventories at original cost
$
636,288
$
603,602
Less: Lower of cost and net realizable value adjustment
(35,070)
(28,597)
Inventories (1)
$
601,218
$
575,005
(1)
Included $111.7 million and $115.0 million of inventory in transit, merchandise owned by the Company that has not yet been received at a Company
DC, as of January 31, 2026 and February 1, 2025, respectively.
A summary of the Company’s vendors based on location and the percentage of cost of merchandise receipts during Fiscal 2025,
Fiscal 2024 and Fiscal 2023 follows:
% of Total Company Merchandise Receipts (1)
Location
Fiscal 2025
Fiscal 2024
Fiscal 2023
Vietnam
37 %
35 %
34 %
Cambodia
26
22
19
India
11
12
12
Other (2)
26
31
35
Total
100 %
100 %
100 %
(1)
Calculated as the cost of merchandise receipts from all vendors within a country during the respective fiscal year divided by cost of total merchandise
receipts during the respective fiscal year.
(2)
No country included within this category sourced more than 10% of total merchandise receipts during any fiscal year presented above.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories,” for discussion regarding significant
accounting policies related to the Company’s inventories.
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8. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of:
(in thousands)
January 31, 2026
February 1, 2025
Land
$
28,599
$
28,599
Buildings
239,070
238,131
Furniture, fixtures and equipment
695,651
657,849
Information technology
861,499
796,163
Leasehold improvements
906,791
842,824
Construction in progress
82,995
41,166
Other
1,139
1,139
Total
2,815,744
2,605,871
Less: Accumulated depreciation
(2,141,665)
(2,030,098)
Property and equipment, net
$
674,079
$
575,773
Depreciation expense for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was $152.6 million, $150.8 million and $138.5 million,
respectively.
Refer to Note 10, “ASSET IMPAIRMENT,” for details related to property and equipment impairment charges incurred during
Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment, net,” for discussion
regarding significant accounting policies related to the Company’s property and equipment, net.
9. 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 Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Single lease cost (1)
$
310,152
$
264,794
$
248,567
Variable lease cost (2)
192,195
186,795
168,881
Operating lease right-of-use asset impairment (3)
4,955
5,470
1,440
Sublease income
(4,165)
(3,928)
(3,949)
Total operating lease cost
$
503,137
$
453,131
$
414,939
(1)
Includes amortization and interest expense associated with operating lease right-of-use assets.
(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.
(3)
Refer to Note 10, “ASSET IMPAIRMENT,” for details related to operating lease right-of-use asset impairment charges.
The following table provides the weighted-average remaining lease term of the Company’s operating leases and the weighted-
average discount rate used to calculate the Company’s operating lease liabilities as of January 31, 2026 and February 1, 2025:
January 31, 2026
February 1, 2025
Weighted-average remaining lease term (years)
5.5
4.9
Weighted-average discount rate
6.9 %
6.8 %
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The following table provides a maturity analysis of the Company’s operating lease liabilities, based on undiscounted cash flows,
as of January 31, 2026:
(in thousands)
January 31, 2026
Fiscal 2026
$
312,271
Fiscal 2027
286,893
Fiscal 2028
240,341
Fiscal 2029
184,138
Fiscal 2030
117,833
Fiscal 2031 and thereafter
280,752
Total undiscounted operating lease payments
1,422,228
Less: Imputed interest
(254,133)
Present value of operating lease liabilities
$
1,168,095
The Company had minimum commitments related to operating lease contracts that have not yet commenced, primarily for its
Company-operated retail stores, of approximately $62.4 million as of January 31, 2026.
10. ASSET IMPAIRMENT
The following table provides additional details related to long-lived asset impairment charges:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Operating lease right-of-use asset impairment (1)
$
4,955
$
5,470
$
1,441
Property and equipment asset impairment (1) (2)
5,607
6,126
6,848
Intangible asset impairment (3)
922
—
—
Total asset impairment
$
11,484
$
11,596
$
8,289
(1)
Included in Selling expense on the Consolidated Statements of Operations and Comprehensive Income
(2)
Amounts presented represent store asset impairment.
(3)
Included in General and administrative expense on the Consolidated Statements of Operations and Comprehensive Income.
Asset impairment charges for Fiscal 2025 were related to certain of the Company’s store assets, primarily in the Americas,
EMEA and APAC segments. The impairment charges for Fiscal 2025 reduced the then carrying amount of the impaired stores’
assets to their fair value of approximately $87.2 million, including $66.6 million related to operating lease right-of-use assets. The
increase in the carrying amount of assets primarily relates to stores in our APAC segment.
Asset impairment charges for Fiscal 2024 were related to certain of the Company’s store assets, primarily in the APAC segment.
The impairment charges for Fiscal 2024 reduced the then carrying amount of the impaired stores’ assets to their fair value of
approximately $8.2 million, including $7.3 million related to operating lease right-of-use assets.
Asset impairment charges for Fiscal 2023 were related to certain of the Company’s store assets, primarily in the Americas and
EMEA segments. The impairment charges for Fiscal 2023 reduced the then carrying amount of the impaired stores’ assets to
their fair value of approximately $28.1 million, including $23.7 million related to operating lease right-of-use assets.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-lived Asset Impairment,” for discussion
regarding significant accounting policies related to impairment of the Company’s long-lived assets.
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11. ACCRUED EXPENSES
Accrued expenses consisted of:
(in thousands)
January 31, 2026
February 1, 2025
Accrued payroll and related costs (1)
$
61,583
$
92,504
Accrued real estate costs
84,241
92,238
Accrued marketing
71,649
77,509
Other (2)
248,076
242,671
Accrued expenses
$
465,549
$
504,922
(1)
Accrued payroll and related costs include salaries, incentive compensation, benefits, withholdings and other payroll-related costs.
(2)
Other primarily includes the Company’s gift card and loyalty programs liabilities, accrued taxes, expenses incurred but not yet paid primarily related to
outside services associated with store and home office operations, and costs related to the Company’s DCs and digital operations. Refer to Note 4,
“REVENUE RECOGNITION.”
12. INCOME TAXES
One Big Beautiful Bill Act
On July 4, 2025, House Resolution 1, also known as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA
includes, among other provisions, changes to U.S. corporate income tax law impacting the taxation of domestic and international
business operations, including permanently extending certain expiring provisions of the Tax Cuts and Jobs Act of 2017,
restoration of accelerated depreciation on capital expenditures, deductible research and experimental expenditures, and
modifications to the international tax framework. The enactment of the OBBBA did not have a material impact on the Company’s
consolidated financial statements and disclosures.
Impact of valuation allowances and other tax benefits during Fiscal 2025
During Fiscal 2025, the Company did not recognize income tax benefits on $74.9 million of pre-tax losses, primarily in
Switzerland, resulting in adverse tax impacts of $11.9 million.
As of January 31, 2026, the Company had foreign net deferred tax assets of approximately $35.1 million, including $13.2 million,
and $11.7 million, in the United Kingdom and China, 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 situations as
they emerge. 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.
Impact of valuation allowances and other tax benefits during Fiscal 2024
During Fiscal 2024, the Company did not recognize income tax benefits on $53.8 million of pre-tax losses, primarily in
Switzerland, resulting in adverse tax impacts of $8.2 million.
As of February 1, 2025, the Company had foreign net deferred tax assets of approximately $35.7 million, including $13.4 million
and $8.2 million in the United Kingdom and China, respectively.
Impact of valuation allowances and other tax charges during Fiscal 2023
During Fiscal 2023, the Company did not recognize income tax benefits on $103.0 million of pre-tax losses, primarily in
Switzerland, resulting in adverse tax impacts of $15.6 million.
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Components of income taxes
Income before income taxes consisted of:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Domestic (1)
$
754,175
$
757,835
$
526,967
Foreign
(33,403)
10,842
(42,668)
Income before income taxes
$
720,772
$
768,677
$
484,299
(1)
Includes intercompany charges to foreign affiliates for management fees, cost-sharing, royalties and interest and excludes a portion of foreign income
that is currently includable on the U.S. federal income tax return.
Income tax expense consisted of:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Current:
Federal
$
113,733
$
150,061
$
113,765
State
38,061
40,942
32,299
Foreign
12,605
15,936
7,565
Total current
$
164,399
$
206,939
$
153,629
Deferred:
Federal
$
33,145
$
(11,664) $
(9,160)
State
4,716
(834)
(1,196)
Foreign
3,517
220
5,613
Total deferred
41,378
(12,278)
(4,743)
Income tax expense
$
205,777
$
194,661
$
148,886
The Company’s earnings and profits from its foreign subsidiaries could be repatriated to the U.S. without incurring additional
federal income tax. The Company determined that the balance of the Company’s undistributed earnings and profits from its
foreign subsidiaries as of February 2, 2019, are considered indefinitely reinvested outside of the U.S., and if these funds were to
be repatriated to the U.S., the Company would expect to incur an insignificant amount of state income taxes and foreign
withholding taxes. The Company accrues for both state income taxes and foreign withholding taxes with respect to earnings and
profits earned after February 2, 2019, in such a manner that these funds may be repatriated without incurring additional tax
expense.
Reconciliation between the statutory federal income tax rate and the effective tax rate is as follows:
Fiscal 2025
Fiscal 2024
Fiscal 2023
Amount
%
Amount
%
Amount
%
U.S. Federal statutory tax rate
$
151,362
21.0 %
$
161,422
21.0 %
$
101,703
21.0 %
State and local income taxes, net of Federal income tax effect (1)
33,331
4.6
31,234
4.0
23,983
5.0
Foreign tax effects
Switzerland
Statutory tax rate difference
9,164
1.3
6,955
0.9
12,765
2.6
Changes in valuation allowances
5,444
0.7
4,135
0.5
7,589
1.6
Other
53
—
142
—
(194)
—
Other foreign jurisdictions
8,096
1.1
2,741
0.4
2,184
0.4
Tax credits
(2,229)
(0.3)
(1,922)
(0.2)
(3,300)
(0.7)
Nontaxable or nondeductible items
Internal Revenue Code Section 162(m)
3,592
0.5
5,429
0.7
6,005
1.2
Share-based payment awards
(5,059)
(0.7)
(17,833)
(2.3)
(1,843)
(0.4)
Other
(101)
—
282
—
(151)
—
Changes in unrecognized tax benefits
1,422
0.2
2,177
0.3
589
0.1
Other adjustments
702
0.1
(101)
—
(444)
(0.1)
Effective tax rate
$
205,777
28.5 %
$
194,661
25.3 %
$
148,886
30.7 %
(1)
State and local taxes in California, New York, New Jersey, and New Albany, Ohio made up the majority (greater than 50%) of the tax effect in this category.
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For certain years, the impact of various tax items on the Company's effective tax rate were amplified on a percentage basis at
lower levels of consolidated pre-tax income (loss) in absolute dollars. The effective tax rate remains sensitive to jurisdictional mix.
The taxation of non-U.S. operations line items in the table above excludes items related to the Company's non-U.S. operations
reported separately in the appropriate corresponding line items.
For Fiscal 2025, Fiscal 2024, and Fiscal 2023, the impact of taxation of non-U.S. operations on the Company's effective income
tax rate was related to the Company's jurisdictional mix driven primarily by the Company’s operations within Switzerland.
Components of deferred income tax assets and deferred income tax liabilities
The effect of temporary differences that give rise to deferred income tax assets (liabilities) were as follows:
(in thousands)
January 31, 2026
February 1, 2025
Deferred income tax assets:
Operating lease liabilities
$
292,708
$
241,873
Intangibles, foreign step-up in basis
66,977
58,755
Net operating losses (NOL), tax credit and other carryforwards
111,804
91,995
Accrued expenses and reserves
36,150
35,402
Deferred compensation
18,759
18,275
Inventory
14,069
9,996
Property and equipment and intangibles
—
1,129
Other
2,758
5,480
Valuation allowances
(184,785)
(151,810)
Total deferred income tax assets
$
358,440
$
311,095
Deferred income tax liabilities:
Operating lease right-of-use assets
$
(272,314) $
(223,384)
Prepaid expenses
(2,668)
(2,809)
Store supplies
(1,866)
(1,835)
Undistributed profits of non-U.S. subsidiaries
(1,465)
(1,400)
Property and equipment and intangibles
(35,197)
—
Other
(5,230)
(2,340)
Total deferred income tax liabilities
$
(318,740) $
(231,768)
Net deferred income tax assets
$
39,700
$
79,327
As of January 31, 2026, the Company had deferred tax assets related to foreign and state NOL and credit carryforwards of
$111.2 million and $0.6 million, respectively, that could be utilized to reduce future years’ tax liabilities. If not utilized, a portion of
the foreign NOL carryforwards will begin to expire in Fiscal 2026 and a portion of state NOL carryforwards will begin to expire in
Fiscal 2034. Some foreign NOLs have an indefinite carryforward period. As of January 31, 2026, the Company did not have any
deferred tax assets related to federal NOL and credit carryforwards that could be utilized to reduce future years’ tax liabilities.
The valuation allowances for Fiscal 2025 and 2024 were $184.8 million and $151.8 million, respectively. The valuation
allowances as of Fiscal 2025 have been established against deferred tax assets, primarily in Switzerland. All valuation
allowances have been reflected through the Consolidated Statements of Operations and Comprehensive Income. The valuation
allowances will remain until there is sufficient positive evidence to release them, such positive evidence would include having
positive income within the jurisdiction. In such case, the Company will record an adjustment in the period in which a
determination is made. The Company continues to review the need for valuation allowances on a quarterly basis.
Share-based compensation
Refer to Note 14, “SHARE-BASED COMPENSATION,” for details on income tax benefits and charges related to share-based
compensation awards during Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Other
The Company intends to continue to invest all of the earnings of foreign subsidiaries, as well as its capital in these subsidiaries
outside of the U.S., and the Company does not expect to incur any significant additional taxes related to such amounts.
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Net cash paid (refunds received) for income taxes consisted of the following:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Federal
$
136,869
$
160,554
$
84,791
State and local jurisdictions
38,310
43,413
29,132
Foreign
14,607
13,185
4,682
Net cash paid (refunds received) for income taxes
$
189,786
$
217,152
$
118,605
The IRS is currently conducting an examination of the Company’s U.S. federal income tax returns for Fiscal 2025 and 2024 as
part of the IRS’ Compliance Assurance Process program. The IRS examinations for Fiscal 2022 and prior years have been
completed. State and foreign returns are generally subject to examination for a period of three to five years after the filing of the
respective return. The Company typically has various state and foreign income tax returns in the process of examination,
administrative appeals or litigation. The outcome of the examinations is not expected to have a material impact on the
Company’s financial statements. The Company believes that some of these audits and negotiations will conclude within the next
12 months and that it is reasonably possible the amount of uncertain income tax positions, including interest, may change by an
immaterial amount due to settlement of audits and expiration of statues of limitations.
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes,” for discussion regarding significant
accounting policies related to the Company’s income taxes.
13. BORROWINGS
Senior Secured Notes
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. As of the Redemption Date, the 8.75% Senior Secured
Notes were no longer deemed outstanding and interest on the 8.75% Senior Secured Notes ceased to accrue.
ABL Facility
On August 2, 2024, A&F, as parent and a guarantor, Abercrombie & Fitch Management Co. (“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 (as amended, the “ABL Credit Agreement”). The
ABL Credit Agreement provides for a $500 million senior secured asset-based revolving credit facility (the “ABL Facility”), and a
$100 million sub-facility for the benefit of Abfico Netherlands Distribution B.V. (“Abfico”) and AFH Stores UK Limited (“AFH UK”)
that is (i) secured by a first priority security interest in all assets (subject to specified exclusions) of each of Abfico and AFH UK,
(ii) guaranteed by A&F and certain of its domestic direct and indirect wholly-owned subsidiaries, and (iii) subject to a borrowing
base as described therein.
Borrowing under the ABL Facility bears interest at the Secured Overnight Financing Rate (“SOFR”) rate plus a margin of 1.50%
to 1.75% per annum as determined in accordance with the provisions of the ABL Credit Agreement. The ABL Facility also
contains an unused line fee of 25 basis points per annum. Customary agency fees and letter of credit fees are also payable in
respect of the ABL Facility.
The ABL Facility is subject to a borrowing base, consisting primarily of inventory located in the U.S., the United Kingdom and the
Netherlands, with a letter of credit sub-limit of $62.5 million, a swing line loan sub-limit of $30 million, and an accordion feature
allowing A&F to increase the revolving commitment by up to $150 million subject to specified conditions. The ABL Facility is
scheduled to expire on August 2, 2029 and is available for working capital, capital expenditures, and other general corporate
purposes.
As of January 31, 2026, availability under the ABL Facility was $500 million, net of $0.5 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 $450 million as of January 31, 2026.
Representations, warranties and covenants
The agreements related to 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;
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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 A&F
Management to another entity.
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 covenants under these agreements as of January 31, 2026.
14. SHARE-BASED COMPENSATION
Plans
As of January 31, 2026, the Company had two primary share-based compensation plans: (i) the 2016 Directors LTIP, with
900,000 shares of Common Stock authorized for issuance, under which the Company is authorized to grant restricted stock,
restricted stock units, stock appreciation rights, stock options and deferred stock awards to non-associate members of the Board
of Directors; and (ii) the 2016 Associates LTIP, with 10,965,000 shares of Common Stock authorized for issuance, under which
the Company is authorized to grant restricted stock, restricted stock units, performance share awards, stock appreciation rights
and stock options to associates of the Company. The Company also has outstanding shares from two other share-based
compensation plans under which the Company granted restricted stock units, performance share awards, stock appreciation
rights and stock options to associates of the Company and restricted stock units, stock options and deferred stock awards to
non-associate members of the Board of Directors in prior years. No new shares may be granted under these previously-
authorized plans and any outstanding awards continue in effect in accordance with their respective terms.
The 2016 Directors LTIP, a stockholder-approved plan, permits the Company to annually grant awards to non-associate
directors, subject to the following limits:
•
For non-associate directors: awards with an aggregate fair market value on the date of the grant of no more than
$300,000;
•
For the non-associate director occupying the role of Non-Executive Chairperson of the Board (if any): additional awards
with an aggregate fair market value on the date of grant of no more than $500,000; and
•
For the non-associate director occupying the role of Executive Chairperson of the Board (if any): additional awards with
an aggregate fair market value on the date of grant of no more than $2,500,000.
Under the 2016 Directors LTIP, restricted stock units are subject to a minimum vesting period ending no sooner than the earlier of
(i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders held after
the grant date. Any stock appreciation rights or stock options granted under this plan have the same minimum vesting period
requirements as restricted stock units and, in addition, must have a term that does not exceed a period of ten years from the
grant date, subject to forfeiture under the terms of the 2016 Directors LTIP.
The 2016 Associates LTIP, a stockholder-approved plan, permits the Company to annually grant one or more types of awards
covering up to an aggregate for all awards of 1.0 million underlying shares of the Common Stock to any associate of the
Company. Under the 2016 Associates LTIP, for restricted stock units that have performance-based vesting, performance must be
measured over a period of at least one year and for restricted stock units that do not have performance-based vesting, vesting in
full may not occur more quickly than in pro-rata installments over a period of three years from the date of the grant, with the first
installment vesting no sooner than the first anniversary of the date of the grant. In addition, any stock options or stock
appreciation rights granted under this plan must have a minimum vesting period of one year and a term that does not exceed a
period of ten years from the grant date, subject to forfeiture under the terms of the 2016 Associates LTIP.
Each of the 2016 Directors LTIP and the 2016 Associates LTIP provides for accelerated vesting of awards if there is a change of
control and certain other conditions specified in each plan are met.
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Financial statement impact
The following table details share-based compensation expense and the related income tax benefit for Fiscal 2025, Fiscal 2024
and Fiscal 2023:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Share-based compensation expense
$
39,048
$
38,667
$
40,122
Income tax benefit associated with share-based compensation expense recognized during
the period
5,727
5,117
4,350
The following table details discrete income tax benefits and charges related to share-based compensation awards during Fiscal
2025, Fiscal 2024 and Fiscal 2023:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Income tax discrete benefits realized for tax deductions related to the issuance of shares
during the period
$
6,084
$
19,474
$
2,709
Income tax discrete charges realized upon cancellation of stock appreciation rights during
the period
—
—
(101)
Total income tax discrete benefits related to share-based compensation awards
$
6,084
$
19,474
$
2,608
The following table details 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 Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Employee tax withheld upon issuance of shares (1)
$
36,685
$
70,208 $
29,485
(1)
Classified within financing activities on the Consolidated Statements of Cash Flows.
Restricted Stock Units
The following table summarizes activity for restricted stock units for Fiscal 2025:
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 (1)
Weighted-
Average Grant
Date Fair
Value
Number of
Underlying
Shares (1)
Weighted-
Average Grant
Date Fair
Value
Unvested at February 1, 2025
1,173,185
$
47.95
424,541
$
40.76
212,287
$
58.95
Granted
455,782
80.08
95,309
78.69
47,663
85.88
Change due to performance
criteria achievement
—
—
152,539
30.12
87,168
41.38
Vested
(586,654)
40.62
(326,867)
30.12
(174,336)
41.38
Forfeited
(66,509)
57.68
(2,956)
89.06
(1,478)
109.36
Unvested at January 31, 2026 (1)
975,804
$
66.81
342,566
$
56.31
171,304
$
74.95
(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 details unrecognized compensation cost and the remaining weighted-average period over which these costs
are expected to be recognized for restricted stock units as of January 31, 2026:
(in thousands)
Service-based
Restricted
Stock Units
Performance-
based Restricted
Stock Units
Market-based
Restricted
Stock Units
Unrecognized compensation cost
$
43,243
$
7,043
$
4,989
Remaining weighted-average period cost is expected to be recognized (years)
1.2
0.8
0.9
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Additional information pertaining to restricted stock units for Fiscal 2025, Fiscal 2024 and Fiscal 2023 follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Service-based restricted stock units:
Total grant date fair value of awards granted
$
36,499
$
29,702
$
26,237
Total grant date fair value of awards vested
23,830
21,935
23,326
Total intrinsic value of awards vested
48,396
115,768
44,110
Performance-based restricted stock units:
Total grant date fair value of awards granted
7,500
6,483
6,300
Total grant date fair value of awards vested
9,845
9,659
—
Total intrinsic value of awards vested
24,963
39,670
—
Market-based restricted stock units:
Total grant date fair value of awards granted
4,093
4,860
4,576
Total grant date fair value of awards vested
7,214
7,574
16,040
Total intrinsic value of awards vested
13,314
19,836
24,890
The weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during Fiscal
2025, Fiscal 2024 and Fiscal 2023 were as follows:
Fiscal 2025
Fiscal 2024
Fiscal 2023
Grant date market price
$
78.69
$
120.56
$
28.36
Fair value
85.88
180.71
41.20
Assumptions:
Price volatility
61 %
59 %
63 %
Expected term (years)
2.9
2.9
2.9
Risk-free interest rate
3.8 %
4.3 %
4.6 %
Dividend yield
—
—
—
Average volatility of peer companies
45.6 %
51.8 %
66.0 %
Average correlation coefficient of peer companies
0.4430
0.4866
0.5295
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation,” for discussion
regarding significant accounting policies related to share-based compensation.
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2025 Form 10-K
15. DERIVATIVE INSTRUMENTS
As of January 31, 2026, 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 inventory transactions,
the resulting settlement of the foreign-currency-denominated intercompany accounts receivable, or both:
(in thousands)
Notional Amount (1)
Euro
$
62,050
British pound
64,302
Canadian dollar
29,766
(1)
Amounts reported are the U.S. Dollar notional amounts outstanding as of January 31, 2026.
As of January 31, 2026, 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)
Chinese RMB
$
1,338
Euro
24,131
(1)
Amounts reported are the U.S. Dollar notional amounts outstanding as of January 31, 2026.
The fair value of derivative instruments is determined using quoted market prices of the same or similar instruments, adjusted for
counterparty risk. The location and amounts of derivative fair values of foreign currency exchange forward contracts on the
Consolidated Balance Sheets as of January 31, 2026, and February 1, 2025 were as follows:
(in thousands)
Location
January 31, 2026
February 1, 2025
Location
January 31, 2026
February 1, 2025
Derivatives designated as cash
flow hedging instruments
Other current
assets
$
24
$
4,315
Accrued
expenses
$
2,336
$
—
Derivatives not designated as
hedging instruments
Other current
assets
326
—
Accrued
expenses
—
—
Total
$
350
$
4,315
$
2,336
$
—
Refer to Note 5, “FAIR VALUE,” for further discussion of the determination of the fair value of derivative instruments. Additional
information pertaining to derivative gains or losses from foreign currency exchange forward contracts designated as cash flow
hedging instruments for Fiscal 2025, Fiscal 2024 and Fiscal 2023 follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
(Loss) gain recognized in AOCL (1)
$
(14,692) $
6,473
$
3,618
(Loss) gain reclassified from AOCL into cost of sales, exclusive of depreciation and
amortization (2)
(7,012)
2,113
(1,846)
(1)
Amount represents the change in fair value of derivative instruments.
(2)
Amount represents gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of Operations and
Comprehensive Income when the hedged item affected earnings, which was when merchandise was converted to cost of sales, exclusive of depreciation and
amortization.
Substantially all of the unrealized gains or losses related to foreign currency exchange forward contracts designated as cash flow
hedging instruments as of January 31, 2026 will be recognized within the Consolidated Statements of Operations and
Comprehensive Income over the next 12 months.
Additional information pertaining to derivative gains or losses from foreign currency exchange forward contracts not designated
as hedging instruments for Fiscal 2025, Fiscal 2024 and Fiscal 2023 follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Gain(loss) recognized in other operating income, net
$
686
$
370
$
(1,206)
Refer to Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Instruments,” for discussion regarding
significant accounting policies related to the Company’s derivative instruments.
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2025 Form 10-K
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
For Fiscal 2025, the activity in AOCL was as follows:
Fiscal 2025
(in thousands)
Foreign Currency
Translation Adjustment
Unrealized Gain (Loss)
on Derivative Financial
Instruments
Total
Beginning balance at February 1, 2025
$
(143,883) $
4,732
$
(139,151)
Other comprehensive income (loss) before reclassifications
20,348
(14,692)
5,656
Reclassified loss from AOCL (1)
—
7,012
7,012
Tax effect
—
315
315
Other comprehensive income (loss) after reclassifications
20,348
(7,365)
12,983
Ending balance at January 31, 2026
$
(123,535) $
(2,633) $
(126,168)
(1)
Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of
Operations and Comprehensive Income.
For Fiscal 2024, the activity in AOCL was as follows:
Fiscal 2024
(in thousands)
Foreign Currency
Translation Adjustment
Unrealized Gain (Loss)
on Derivative Financial
Instruments
Total
Beginning balance at February 3, 2024
$
(136,532) $
564
$
(135,968)
Other comprehensive (loss) income before reclassifications
(7,351)
6,473
(878)
Reclassified gain from AOCL (1)
—
(2,113)
(2,113)
Tax effect
—
(192)
(192)
Other comprehensive (loss) income after reclassifications
(7,351)
4,168
(3,183)
Ending balance at February 1, 2025
$
(143,883) $
4,732
$
(139,151)
(1)
Amount represents gain reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of
Operations and Comprehensive Income.
For Fiscal 2023, the activity in AOCL was as follows:
Fiscal 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
(3,879)
3,618
(261)
Reclassified loss from AOCL (1)
—
1,846
1,846
Tax effect
—
(26)
(26)
Other comprehensive (loss) income after reclassifications
(3,879)
5,438
1,559
Ending balance at February 3, 2024
$
(136,532) $
564
$
(135,968)
(1)
Amount represents loss reclassified from AOCL to cost of sales, exclusive of depreciation and amortization, on the Consolidated Statements of
Operations and Comprehensive Income.
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17. SAVINGS AND RETIREMENT PLANS
The Company maintains the Abercrombie & Fitch Co. Savings and Retirement Plan, a qualified plan. All U.S. associates are
eligible to participate in this plan if they are at least 21 years of age. In addition, the Company maintains the Abercrombie & Fitch
Nonqualified Savings and Supplemental Retirement Plan, comprised of two sub-plans (Plan I and Plan II). Plan I contains
contributions made through December 31, 2004, while Plan II contains contributions made on and after January 1, 2005.
Participation in these plans is based on service and compensation. The Company’s contributions to these plans are based on a
percentage of associates’ eligible annual compensation. The cost of the Company’s contributions to these plans was $18.7
million, $18.0 million and $16.9 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.
In addition, the Company maintains the Supplemental Executive Retirement Plan, which provides retirement income to its former
Chief Executive Officer for life, based on average compensation before retirement, including base salary and cash incentive
compensation. As of January 31, 2026 and February 1, 2025, the Company had recorded $5.8 million and $6.1 million,
respectively, in other liabilities on the Consolidated Balance Sheets related to Supplemental Executive Retirement Plan
distributions.
18. 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 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.
The group comprised of the Company’s (i) Chief Executive Officer, (ii) Chief Operating Officer, and (iii) Chief Financial 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. The CODM considers actual performance
relative to expectations, and growth potential to determine the appropriate allocation of resources to each segment.
Net sales by segment are presented by attributing revenues to a physical store location or geographical region 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.
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2025 Form 10-K
The following tables provide the Company’s segment information as of January 31, 2026 and February 1, 2025, and for Fiscal
2025, Fiscal 2024 and Fiscal 2023.
Fiscal 2025
(in thousands)
Americas (1)
EMEA
APAC
Total
Net Sales
$
4,290,395 $
818,140 $
157,757 $
5,266,292
Cost of sales, exclusive of depreciation and amortization
1,648,847
320,557
59,480
2,028,884
Store occupancy (2)
362,255
122,036
48,820
533,111
Fulfillment (2)
400,501
95,771
20,527
516,799
Other expense (3)
691,539
188,262
56,527
936,328
Segment income (loss)
$
1,187,253 $
91,514 $
(27,597) $
1,251,170
Operating loss not attributed to segments:
Corporate and other unallocated expenses (4)
(552,027)
Operating income
$
699,143
Interest expense (income), Net
(21,629)
Income before income taxes
$
720,772
Depreciation and amortization
$
87,630 $
24,166 $
7,931 $
119,727
Depreciation and amortization not attributed to segments
35,294
Total depreciation and amortization
$
155,021
Capital expenditures
$
144,316 $
41,985 $
15,629 $
201,930
Capital expenditures not attributed to segments
38,844
Total capital expenditures
$
240,774
Fiscal 2024
(in thousands)
Americas (1)
EMEA
APAC
Total
Net Sales
$
4,027,514 $
770,519 $
150,554 $
4,948,587
Cost of sales, exclusive of depreciation and amortization
1,436,161
285,734
52,031
1,773,926
Store occupancy (2)
327,458
114,664
33,545
475,667
Fulfillment (2)
403,114
83,832
19,306
506,252
Other expense (3)
650,288
176,468
57,683
884,439
Segment income (loss)
$
1,210,493 $
109,821 $
(12,011) $
1,308,303
Operating loss not attributed to segments:
Corporate and other unallocated expenses (4)
(567,483)
Operating income
$
740,820
Interest expense (income), Net
(27,857)
Income before income taxes
$
768,677
Depreciation and amortization
$
85,207 $
25,070 $
7,975 $
118,252
Depreciation and amortization not attributed to segments
35,521
Total depreciation and amortization
$
153,773
Capital expenditures
$
99,571 $
17,764 $
15,240 $
132,575
Capital expenditures not attributed to segments
50,328
Total capital expenditures
$
182,903
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2025 Form 10-K
Fiscal 2023
(in thousands)
Americas (1)
EMEA
APAC
Total
Net Sales
$
3,455,674 $
687,095 $
137,908 $
4,280,677
Cost of sales, exclusive of depreciation and amortization
1,279,050
259,347
48,868
1,587,265
Store occupancy (2)
312,340
120,118
30,982
463,440
Fulfillment (2)
353,538
72,610
17,505
443,653
Other expense (3)
570,454
153,804
51,111
775,369
Segment income (loss)
$
940,292 $
81,216 $
(10,558) $
1,010,950
Operating loss not attributed to segments:
Corporate and other unallocated expenses (4)
(526,279)
Operating income
$
484,671
Interest expense (income), Net
372
Income before income taxes
$
484,299
Depreciation and amortization
$
73,779 $
26,782 $
5,921 $
106,482
Depreciation and amortization not attributed to segments
34,622
Total depreciation and amortization
$
141,104
Capital expenditures
$
78,062 $
26,019 $
4,331 $
108,412
Capital expenditures not attributed to segments
49,385
Total capital expenditures
$
157,797
(1)
Includes the U.S., Canada, and Latin America. Net sales in the U.S. were $4.1 billion, $3.8 billion, and $3.3 billion in Fiscal 2025, Fiscal 2024, and Fiscal 2023,
respectively.
(2)
Included in selling expense on the Consolidated Statements of Operations and Comprehensive Income.
(3)
Other expense includes store payroll, other direct store controllable and marketing expenses included in selling expense, as well as allocated and support
related expenses included in general and administrative expense on the Consolidated Statements of Operations and Comprehensive Income.
(4)
Corporate and other unallocated expenses represent corporate overhead expenses that have not been allocated to any segment.
(in thousands)
January 31, 2026
February 1, 2025
February 3, 2024
Assets
Inventories
Americas
$
480,078
$
463,148
$
372,371
EMEA
94,292
88,728
77,125
APAC
26,848
23,129
19,970
Total inventories
$
601,218
$
575,005
$
469,466
Assets not attributed to segments
2,940,656
2,724,882
2,504,767
Total assets
$
3,541,874
$
3,299,887
$
2,974,233
The Company’s long-lived assets and intellectual property, which primarily relates to trademark assets associated with the
Company’s global operations, by geographic area as of January 31, 2026, February 1, 2025, and February 3, 2024 were as
follows:
(in thousands)
January 31, 2026
February 1, 2025
February 3, 2024
Americas (1) (2)
$
1,165,532
$
991,673
$
897,315
EMEA (3)
398,189
292,285
288,967
APAC
125,433
114,388
50,324
Total
$
1,689,154
$
1,398,346
$
1,236,606
(1) Includes the U.S., Canada, and Latin America. Long-lived assets and intellectual property located in the U.S. were $1.1 billion, $965 million, and $880 million as of
January 31, 2026, February 1, 2025, and February 3, 2024 respectively.
(2) Includes intellectual property of $2.9 million at January 31, 2026, February 1, 2025, and February 3, 2024.
(3) Includes intellectual property of $14.8 million, $16.6 million, and $17.4 million at January 31, 2026, February 1, 2025, and February 3, 2024, respectively.
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2025 Form 10-K
Brand information
The following table provides additional disaggregated revenue information, which is categorized by brand, for Fiscal 2025, Fiscal
2024 and Fiscal 2023 were as follows:
(in thousands)
Fiscal 2025
Fiscal 2024
Fiscal 2023
Abercrombie
$
2,523,662
$
2,556,434
$
2,201,686
Hollister
2,742,630
2,392,153
2,078,991
Total
$
5,266,292
$
4,948,587
$
4,280,677
19. CONTINGENCIES
The Company and its affiliates are defendants in lawsuits and other adversary proceedings that may range from individual
actions involving a single plaintiff to class action lawsuits. The Company’s legal costs incurred in connection with the resolution of
claims and lawsuits are generally expensed as incurred, and the Company establishes estimated liabilities for the outcome of
litigation where losses are deemed probable and the amount of loss, or range of loss, is reasonably estimable. The Company
also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued
liabilities, if any, when it has determined that a loss is reasonably possible and it is able to determine such estimates. Based on
currently available information, the Company cannot estimate a range of reasonably possible losses in excess of the accrued
charges for legal contingencies. In addition, the Company has not established accruals for certain claims and legal proceedings
pending against the Company where it is not possible to reasonably estimate the outcome or potential liability, and the Company
cannot estimate a range of reasonably possible losses for these legal matters.
Actual liabilities may differ from the amounts recorded, due to uncertainties regarding final settlement agreement negotiations,
court approvals and the terms of any approval by the courts, and there can be no assurance that final resolution of legal matters
will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s
assessment of the current exposure could change in the event of the discovery of additional facts.
20. SUBSEQUENT EVENTS
Strategic Alternatives for APAC region
Subsequent to the end of Fiscal 2025, the Company announced a review of strategic alternatives for the APAC region.
Tariffs
On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. Following the Supreme
Court’s decision, the U.S. administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject
to certain exceptions. The impact of these decisions on the Company’s results of operations is uncertain, including the potential
for tariff refunds associated with IEEPA tariffs previously paid by the Company, changes in tariff levels, or new tariffs. The
Company continues to monitor and evaluate these developments and assess their potential impact on the Company’s business,
financial condition, and results of operations.
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2025 Form 10-K
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Abercrombie & Fitch Co.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Abercrombie & Fitch Co. and its subsidiaries (the
“Company”) as of January 31, 2026 and February 1, 2025, and the related consolidated statements of operations and
comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended January 31,
2026, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the
three years in the period ended January 31, 2026 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of January 31, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in
Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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2025 Form 10-K
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of Long-Lived Assets – Stores
As described in Notes 2, 8 and 10 to the consolidated financial statements, the Company’s consolidated property and equipment,
net balance was $674.1 million and consolidated operating lease right-of-use assets balance was $997.4 million as of
January 31, 2026. During the year ended January 31, 2026, the Company recognized long-lived asset store impairment charges
of $11.5 million. The Company’s long-lived assets, primarily operating lease right-of-use assets, leasehold improvements,
furniture, fixtures and equipment, are grouped with other assets and liabilities at the store level, which is the lowest level for
which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. On at least a quarterly
basis, management reviews the Company’s asset groups for indicators of impairment, which include, but are not limited to,
material declines in operational performance, a history of losses, an expectation of future losses, adverse market conditions,
store closure or relocation decisions, and any other events or changes in circumstances that would indicate the carrying amount
of an asset group might not be recoverable. If an asset group displays an indicator of impairment, it is tested for recoverability by
comparing the sum of the estimated future undiscounted cash flows attributable to the asset group to the carrying amount of the
asset group. This recoverability test requires management to make assumptions and judgments related, but not limited, to
management’s expectations for future cash flows from operating the store. The key assumption used in developing these
projected cash flows used in the recoverability test is estimated sales growth rate. If the sum of the estimated future
undiscounted cash flows attributable to an asset group is less than its carrying amount, and it is determined that the carrying
amount of the asset group is not recoverable, management determines if there is an impairment loss by comparing the carrying
amount of the asset group to its fair value. Fair value of an asset group measured on a non-recurring basis is based on the
highest and best use of the asset group, often using a discounted cash flow model that utilizes Level 3 fair value inputs. The key
assumption used in the Company’s fair value analysis is comparable market rents. An impairment loss is recognized based on
the excess of the carrying amount of the asset group over its fair value.
The principal considerations for our determination that performing procedures relating to the impairment of long-lived assets -
stores is a critical audit matter are (i) the significant judgment by management when developing the future undiscounted cash
flows attributable to an asset group when testing for recoverability and when estimating the fair value of the asset groups to
measure for impairment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and
evaluating management’s significant assumptions related to estimated sales growth rate when developing the future
undiscounted cash flows, and comparable market rents when estimating the fair value.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s store impairment assessments, including controls over the recoverability test and fair value estimate of the asset
groups. These procedures also included, among others (i) testing management’s process for developing the future undiscounted
cash flows attributable to an asset group when testing for recoverability and when estimating the fair value of the asset groups to
measure for impairment; (ii) evaluating the appropriateness of the models used by management in estimating the fair value of the
asset groups; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the
reasonableness of the significant assumptions used by management related to estimated sales growth rate when developing the
future undiscounted cash flows and comparable market rents when estimating the fair value. Evaluating management’s
assumptions involved evaluating whether the assumptions used by management were reasonable considering the current and
past performance of the asset groups as it relates to estimated sales growth rate, the consistency with evidence obtained in
other areas of the audit as it relates to estimated sales growth rate, and the consistency with external market data as it relates to
estimated sales growth rate and comparable market rents.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
March 26, 2026
We have served as the Company’s auditor since 1996.
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Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
Item 9A. Controls and Procedures
DISCLOSURE CONTROLS AND PROCEDURES
A&F maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be
disclosed in the reports that A&F files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to
A&F’s management, including A&F’s Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. Because of inherent limitations, disclosure controls and procedures, no matter how well
designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and
procedures are met.
A&F’s management, including the Chief Executive Officer of A&F (who serves as Principal Executive Officer of A&F) and the
Executive Vice President, Chief Financial Officer of A&F (who serves as Principal Financial Officer of A&F), evaluated the
effectiveness of A&F’s disclosure controls and procedures as of January 31, 2026. The Chief Executive Officer of A&F (in such
individual’s capacity as the Principal Executive Officer of A&F) and the Executive Vice President, Chief Financial Officer of A&F
(in such individual’s capacity as the Principal Financial Officer of A&F) concluded that A&F’s disclosure controls and procedures
were effective at a reasonable level of assurance as of January 31, 2026, the end of the period covered by this Annual Report on
Form 10-K.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
The management of A&F is responsible for establishing and maintaining adequate internal control over financial reporting. A&F’s
internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
With the participation of the Chief Executive Officer of A&F and the Executive Vice President and Chief Financial Officer of A&F,
management evaluated the effectiveness of A&F’s internal control over financial reporting as of January 31, 2026 using criteria
established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”). Based on the assessment of A&F’s internal control over financial reporting, under the criteria
described in the preceding sentence, management has concluded that, as of January 31, 2026, A&F’s internal control over
financial reporting was effective.
The effectiveness of A&F’s internal control over financial reporting as of January 31, 2026 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in
“ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in A&F’s internal control over financial reporting during the quarter ended January 31, 2026 that have
materially affected, or are reasonably likely to materially affect, A&F’s internal control over financial reporting.
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the thirteen weeks ended January 31, 2026, no director or officer of the Company adopted a new “Rule 10b5-1 trading
arrangement” or “non-Rule 10b5-1 trading arrangement,” and no director or officer of the Company modified or terminated an
existing “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of
Regulation S-K under the Exchange Act.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
DIRECTORS, EXECUTIVE OFFICERS AND PERSONS NOMINATED OR CHOSEN TO
BECOME DIRECTORS OR EXECUTIVE OFFICERS
Information concerning directors will be included under the caption “Proposal 1 — Election of Directors” in A&F’s definitive Proxy
Statement for the 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) and is incorporated by reference herein.
Information concerning executive officers is included under the caption “INFORMATION ABOUT OUR EXECUTIVE OFFICERS”
within “ITEM 1. BUSINESS” in this Annual Report on Form 10-K and is incorporated by reference herein.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information concerning beneficial ownership reporting compliance under Section 16(a) of the Exchange Act will be included
under the caption “Ownership of Our Shares — Delinquent Section 16(a) Reports” in the 2026 Proxy Statement and is
incorporated by reference herein.
CODE OF BUSINESS CONDUCT AND ETHICS
The Board of Directors has adopted the Abercrombie & Fitch Co. Code of Business Conduct and Ethics, which applies to all
associates and directors worldwide and incorporates an additional Code of Ethics applicable to our Chief Executive Officer, our
Chief Financial Officer, and other designated financial associates. The Code of Business Conduct and Ethics is available on the
“Investors– Corporate Governance” page of the Company’s corporate website at corporate.abercrombie.com.
INSIDER TRADING POLICY
The Company has adopted insider trading policies and procedures regarding securities transactions (the “Insider Trading Policy”)
that apply to all officers, directors, employees, consultants and contractors of the Company and its subsidiaries, as well as the
Company itself. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider
trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of the Company’s securities, as
well as the applicable rules and regulations of the New York Stock Exchange. A copy of the Insider Trading Policy is filed as
Exhibit 19 to this Annual Report on Form 10-K.
AUDIT AND FINANCE COMMITTEE
Information concerning the Audit and Finance Committee of the Board of Directors (the “Audit and Finance Committee”) will be
included under the captions “Corporate Governance — Committees of the Board and Meeting Attendance — Committees of the
Board” and “Audit and Finance Committee Matters” in the 2026 Proxy Statement and is incorporated by reference herein.
PROCEDURES BY WHICH STOCKHOLDERS MAY RECOMMEND NOMINEES TO THE
BOARD OF DIRECTORS
Information concerning changes in the procedures by which stockholders of A&F may recommend nominees to the Board of
Directors will be included under the captions “Corporate Governance — Director Nominations — Stockholder Recommendations
and Nominations for Director Candidates,” “Corporate Governance — Director Qualifications and Consideration of Director
Candidates,” and “Stockholder Proposals and Nominations for 2027 Annual Meeting” in the 2026 Proxy Statement and is
incorporated by reference herein.
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Item 11. Executive Compensation
Information regarding executive compensation will be included under the captions “Corporate Governance — Board Role in Risk
Oversight,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “Report of the Compensation and Human
Capital Committee on Executive Compensation,” and “Executive Compensation Tables” in the 2026 Proxy Statement and is
incorporated by reference herein.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Information concerning the security ownership of certain beneficial owners and management will be included under the caption
“Ownership of Our Shares” in the 2026 Proxy Statement and is incorporated by reference herein.
Information regarding Common Stock authorized for issuance under A&F’s equity compensation plans will be included under the
caption “Equity Compensation Plans” in the 2026 Proxy Statement and is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
Information concerning relationships and transactions with related persons will be included under the caption “Corporate
Governance — Director Independence and Related Person Transactions” in the 2026 Proxy Statement and is incorporated by
reference herein.
Information concerning director independence will be included under the captions “Corporate Governance — Board Leadership
Structure,” “Corporate Governance — Committees of the Board and Meeting Attendance,” and “Corporate Governance —
Director Independence and Related Person Transactions” in the 2026 Proxy Statement and is incorporated by reference herein.
Item 14. Principal Accountant Fees and Services
Information concerning pre-approval policies and procedures of the Audit and Finance Committee and fees for services rendered
by the Company’s principal independent registered public accounting firm will be included under the caption “Audit and Finance
Committee Matters — Audit Fees” in the 2026 Proxy Statement and is incorporated by reference herein.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
(1) Consolidated Financial Statements:
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended January 31,
2026, February 1, 2025 and February 3, 2024.
Consolidated Balance Sheets at January 31, 2026 and February 1, 2025.
Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 31, 2026, February 1,
2025 and February 3, 2024.
Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025 and
February 3, 2024.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP. (PCAOB ID 238)
(2) Consolidated Financial Statement Schedules:
All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are
omitted because the required information is either not applicable or not material.
(3) Exhibits:
The documents listed in the Index to Exhibits that immediately precedes the Signatures page of this Annual Report on
Form 10-K are filed or furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual
Report on Form 10-K by reference as noted. Each management contract or compensatory plan or arrangement is
identified as such in the Index to Exhibits.
(b) The documents listed in the Index to Exhibits that immediately precedes the Signatures page of this Annual Report on
Form 10-K are filed or furnished with this Annual Report on Form 10-K as exhibits or incorporated into this Annual
Report on Form 10-K by reference.
(c) Financial Statement Schedules
None
Item 16. Form 10-K Summary
None.
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Index to Exhibits
Exhibit
Document
3.1
Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co., reflecting amendments through the date of this
Annual Report on Form 10-K, incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the
quarterly period ended July 30, 2011 (File No. 001-12107). [This document represents the Amended and Restated Certificate of
Incorporation of Abercrombie & Fitch Co. in compiled form incorporating all amendments. This compiled document has not been
filed with the Delaware Secretary of State.]
3.2
Amended and Restated Bylaws of Abercrombie & Fitch Co. reflecting amendments through the date of this Annual Report on Form
10-K, incorporated herein by reference to Exhibit 3.1 to A&F's Current Report on Form 8-K dated and filed November 26, 2024
(File No. 001-12107). [This document represents the Amended and Restated Bylaws of Abercrombie & Fitch Co. in compiled form
incorporating all amendments.]
4.1
Agreement to furnish instruments and agreements defining rights of holders of long-term debt.
4.2
Description of Abercrombie & Fitch Co.’s Securities Registered under Section 12 of the Securities Exchange Act of 1934,
incorporated herein by referenced to Exhibit 4.2 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024
(File No. 001-12107).
10.1*
1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors, incorporated herein by reference
to Exhibit 10.3 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003 (File No. 001-12107).
10.2*
Amended and Restated Employment Agreement, entered into as of August 15, 2005, by and between A&F and Michael S. Jeffries,
including (as Exhibit A thereto) the Abercrombie & Fitch Co. Supplemental Executive Retirement Plan (Michael S. Jeffries),
effective February 2, 2003, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed
August 26, 2005 (File No. 001-12107). [NOTE: Only the Abercrombie & Fitch Co. Supplemental Executive Retirement Plan
(Michael S. Jeffries) is still in effect.]
10.3*
Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (Plan I) (prior to January 1, 2005, known as the Abercrombie &
Fitch Co. Directors’ Deferred Compensation Plan), as amended and restated May 22, 2003, incorporated herein by reference to
Exhibit 10.7 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003 (File No. 001-12107).
10.4*
Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (Plan II), effective January 1, 2005, incorporated herein by
reference to Exhibit 10.50 to A&F’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009 (File No. 001-12107).
10.5*
Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I (prior to January 1, 2009, known as the
Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan), as amended and restated effective January 1,
2001, incorporated herein by reference to Exhibit 10.9 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 1,
2003 (File No. 001-12107).
10.6*
First Amendment to the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (Plan I) (January 1,
2001 Restatement), effective as of January 1, 2009, incorporated herein by reference to Exhibit 10.13 to A&F’s Quarterly Report
on Form 10-Q for the quarterly period ended August 2, 2008 (File No. 001-12107).
10.7*
Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (Plan II), as amended and restated effective as
of January 1, 2014, incorporated herein by reference to Exhibit 10.3 to A&F’s Current Report on Form 8-K dated and filed October
19, 2015 (File No. 001-12107).
10.8*
First Amendment to the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (Plan II), dated as of
October 14, 2015, incorporated herein by reference to Exhibit 10.4 to A&F’s Current Report on Form 8-K dated and filed October
19, 2015 (File No. 001-12107).
10.9*
Second Amendment to the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (Plan II), dated as of
December 16, 2019, incorporated herein by reference to Exhibit 10.33 to A&F's Annual Report on Form 10-K for the fiscal year
ended February 1, 2020 (File No. 001-12107).
10.10*
Trust Agreement, made as of October 16, 2006, between A&F and Wilmington Trust Company, incorporated herein by reference to
Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed October 17, 2006 (File No. 001-12107).
10.11
Amended and Restated Credit Agreement, dated as of April 29, 2021, among Abercrombie & Fitch Management Co., as Lead
Borrower; the other Borrowers and Guarantors party thereto; Wells Fargo Bank, National Association, as administrative agent for
the lenders, a L/C Issuer and Swing Line Lender; the other lenders party thereto; Citizens Business Capital, as a L/C Issuer;
Citizens Bank, N.A., as Syndication Agent; JPMorgan Chase Bank, N.A., as Documentation Agent and a L/C Issuer; and Wells
Fargo Bank, National Association, Citizens Bank, N.A. and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint
Bookrunners, incorporated herein by reference to Exhibit 10.3 to A&F’s Quarterly Report on Form 10 Q for the quarterly period
ended May 1, 2021 (File No. 001 12107).†
10.12
First Amendment to Amended and Restated Credit Agreement and First Amendment to Security Agreement, dated as of March 15,
2023, among Abercrombie & Fitch Management Co., as Lead Borrower; the other Borrowers and Guarantors party thereto, and
Wells Fargo Bank, National Association, as administrative agent for the Lenders, incorporated herein by reference to Exhibit 10.12
to A&F's Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (File No. 001-12107).
10.13
Second Amendment to Amended and Restated Credit Agreement Credit Agreement, dated as of August 2, 2024, among
Abercrombie & Fitch Management Co., as Lead Borrower; the other Borrowers and Guarantors party thereto, the Lenders party
thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders, incorporated herein by reference to
Exhibit 10.1 to A&F’s Current Report 8-K dated and filed August 7, 2024 (File No. 001-12107).
10.14
Guaranty, dated as of August 7, 2014, made by Abercrombie & Fitch Co., as guarantor, and certain of its wholly-owned
subsidiaries, each as a guarantor, in favor of Wells Fargo Bank, National Association, as administrative agent and collateral agent
for its own benefit and the benefit of the other Credit Parties, and the Credit Parties, incorporated herein by reference to Exhibit
10.5 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).
10.15
Security Agreement, dated as of August 7, 2014, made by Abercrombie & Fitch Management Co., as lead borrower for itself and
the other Borrowers, Abercrombie & Fitch Co. and certain of its wholly-owned subsidiaries, in their respective capacities as a
guarantor, and the other borrowers and guarantors from time to time party thereto, in favor of Wells Fargo Bank, National
Association, as administrative agent and collateral agent for the Credit Parties, incorporated herein by reference to Exhibit 10.7 to
A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).††
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10.16
Confirmation, Ratification and Amendment of Ancillary Loan Documents, made as of April 29, 2021, among Abercrombie & Fitch
Co., for itself and as Lead Borrower; the other Borrowers from time to time party thereto; the Guarantors from time to time party
thereto; and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent , incorporated herein by
reference to Exhibit 10.19 to A&F’s Annual Report on 10-K for the fiscal year ended January 29, 2022 (File No. 001-12107).†
10.17*
Retirement Agreement, dated December 8, 2014, between Michael S. Jeffries and A&F, incorporated herein by reference to Exhibit
10.1 to A&F’s Current Report on Form 8-K dated and filed December 9, 2014 (File No. 001-12107).
10.18*
Employment Offer, dated October 8, 2014, between Fran Horowitz and A&F, incorporated herein by reference to Exhibit 10.1 to
A&F’s Current Report on Form 8-K dated and filed October 15, 2014 (File No. 001-12107).
10.19*
Letter, dated December 16, 2015, between A&F Management and Fran Horowitz setting forth terms of employment as President
and Chief Merchandising Officer, incorporated herein by reference to Exhibit 10.74 to A&F’s Annual Report on Form 10-K for the
fiscal year ended January 30, 2016 (File No. 001-12107).
10.20*
Form of Agreement entered into between A&F Management and Fran Horowitz as of May 10, 2017, incorporated herein by
reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed May 12, 2017 (File No. 001-12107).
10.21*
Non-Compete Amendment entered into between A&F Management and Fran Horowitz as of November 5, 2021 (including a
schedule identifying executive officers of A&F party to substantially identical Non-Compete Agreements with A&F Management,
incorporated herein by reference to Exhibit 10.1 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended October
30, 2021 (File No. 001-12107).
10.22*
Employment Offer, dated August 17, 2017, between Scott Lipesky and A&F, incorporated herein by reference to Exhibit 10.1 to
A&F's Current Report on Form 8-K dated and filed September 6, 2017 (File No. 001-12107).
10.23*
Form of Agreement entered into between A&F Management and Scott Lipesky as of September 7, 2017, incorporated herein by
reference to Exhibit 10.2 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2017 (File No.
001-12107).
10.24*
Employment Offer, dated August 24, 2018, between Gregory J. Henchel and A&F, incorporated herein by reference to Exhibit 10.1
to A&F's Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2018 (File No. 001-12107).
10.25*
Agreement entered into between A&F Management and Gregory J. Henchel as of September 13, 2018, incorporated herein by
reference to Exhibit 10.2 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2018 (File No.
001-12107).
10.26*
Employment Offer, dated May 20, 2021, between Samir Desai and A&F (including, as Exhibit A, the Agreement entered into
between A&F Management and Samir Desai as of May 20, 2021), incorporated herein by reference to Exhibit 10.2 to A&F’s
Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2021 (File No. 001-12107).
10.27*
Agreement entered into between A&F Management and Jay Rust as of May 9, 2023, the execution date by A&F Management and
Mr. Rust, incorporated herein by reference to Exhibit 10.2 to A&F's Quarterly Report on Form 10-Q dated and filed September 1,
2023 for the quarterly period ended July 29, 2023 (File No. 001-12107).
10.28*
Form of Agreement entered into between A&F Management and Robert J. Ball as of November 20, 2024, incorporated herein by
reference to Exhibit 10.1 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2024 (File No.
001-12107).
10.29*
Form of Director and Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.3 to A&F's Quarterly Report
on Form 10-Q/A for the quarterly period ended April 29, 2017 (File No. 001-12107).
10.30*
Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report
on Form 8-K dated and filed June 17, 2005 (File No. 001-12107).
10.31*
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan by
Board of Directors of Abercrombie & Fitch Co. on August 20, 2014, incorporated herein by reference to Exhibit 10.11 to A&F’s
Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
10.32*
Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates (as amended on June 8, 2023), incorporated herein by
reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed on June 14, 2023 (File No. 001-12107).
10.33*
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of
Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates on
and after June 16, 2016 and prior to March 7, 2023 (4-year vesting), incorporated herein by reference to Exhibit 10.6 to A&F’s
Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
10.34*
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of
Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates on
and after March 7, 2023 (4-year vesting), incorporated herein by reference to Exhibit 10.41 to A&F’s Annual Report on Form 10-K
for the fiscal year ended February 1, 2025 (File No. 001-121107)
10.35*
Form of Performance Share Award Agreement used to evidence the grant of performance share awards to associates (employees)
of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates on or after March 7,
2023, incorporated herein by reference to Exhibit 10.45 to A&F’s Annual Report on Form 10 K for the fiscal year ended January 28,
2023 (File No. 001-12107).
10.36*
Form of Performance Share Award Agreement used to evidence the grant of performance share awards to associates (employees)
of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates on or after March 12,
2024, incorporated herein by reference to Exhibit 10.43 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 3,
2024 (File No. 001-12107).
10.37*
Form of Performance Share Award Agreement used to evidence the grant of performance share awards to associates (employees)
of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates on or after March 17,
2026.
10.38*
Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors (as amended on May 20, 2020), incorporated herein by
reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed on May 21, 2020 (File No. 001-12107).
10.39*
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to non-associate directors of
A&F under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors on and after June 16, 2016, incorporated
herein by reference to Exhibit 10.10 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No.
001-12107).
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10.40*
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to non-associate chairperson
of the board of A&F under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors on and after June 16, 2016,
incorporated herein by reference to Exhibit 10.41 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025
(File No. 001-12107).
10.41*
Amended and Restated Abercrombie & Fitch Co. Short-Term Cash Incentive Compensation Performance Plan, incorporated
herein by reference to Exhibit 10.1 to A&F's Current Report on Form 8-K dated and filed March 13, 2024 (File No. 001-12107).
10.42*
Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan, incorporated herein by reference to Exhibit
10.2 to A&F's Current Report on Form 8-K dated and filed June 15, 2017 (File No. 001-12107).
10.43*
First Amendment to the Abercrombie & Fitch Co. Long-Term Cash Incentive Compensation Performance Plan, dated as of August
16, 2023, incorporated herein by reference to Exhibit 10.2 to A&F's Quarterly Report on Form 10-Q dated and filed December 4,
2023 for the quarterly period ended October 28, 2023 (File No. 001-12107).
10.44*
Abercrombie & Fitch Co. Associate Stock Purchase Plan (October 1, 2007 Restatement), incorporated herein by reference to
Exhibit 10.6 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2017 (File No. 001-12107).
19.1
Insider Trading Policy incorporated herein by reference to Exhibit 19.1 to A&F’s Annual Report on Form 10-K dated and filed March
31, 2025 (File No. 001-12107).
21.1
List of Subsidiaries of A&F.
23.1
Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP.
24.1
Powers of Attorney.
31.1
Certifications by Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certifications by Executive Vice President and Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) or
Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1
Certifications by Chief Executive Officer (Principal Executive Officer) and Executive Vice President and Chief Financial Officer
(Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.**
97.1
Abercrombie & Fitch Co. Compensation Recoupment Policy, effective as of December 1, 2023, incorporated herein by reference to
Exhibit 97.1 to A&F’s Annual Report on Form 10-K for the Fiscal Year ended February 3, 2024 (File No. 001-12107).
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits
101).
*
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to
Item 15(a)(3) and Item 15(b) of this Annual Report on Form 10-K.
**
These certifications are furnished.
† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
††
Certain portions of this exhibit have been omitted based upon a request for confidential treatment filed with the SEC. The non-public information
has been separately filed with the SEC in connection with that request.
Table of Contents
Abercrombie & Fitch Co.
88
2025 Form 10-K
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
ABERCROMBIE & FITCH CO.
Date: March 26, 2026
By: /s/ Robert J. Ball
Robert J. Ball
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and Authorized Officer)
By: /s/ Joseph Frericks
Joseph Frericks
Group Vice President, Corporate Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities indicated on March 26, 2026.
*
Nigel Travis
Chairperson of the Board and Director
/s/ Fran Horowitz
Fran Horowitz
Chief Executive Officer and Director (Principal Executive Officer)
*
Kerrii B. Anderson
Director
/s/ Robert J. Ball
Robert J. Ball
Executive Vice President, Chief Financial Officer (Principal Financial Officer and Authorized
Officer)
*
Andrew Clarke
Director
*
Susie Coulter
Director
/s/ Joseph Frericks
Joseph Frericks
Group Vice President, Corporate Controller (Principal Accounting Officer)
*
James A. Goldman
Director
*
Helen E. McCluskey
Director
*
Arturo Nuñez
Director
*
Kenneth B. Robinson
Director
*
Helen Vaid
Director
*The undersigned, by signing his name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the
above-named directors of the Registrant pursuant to powers of attorney executed by such directors, which powers of attorney
are filed with this Annual Report on Form 10-K as Exhibit 24.1
By:
/s/ Robert J. Ball
Robert J. Ball
Attorney-in-fact
Table of Contents
Abercrombie & Fitch Co.
89
2025 Form 10-K