ABERCROMBIE & FITCH CO /DE/

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:

(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:

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.

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:

(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.