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Morningstar® Document Research℠
FORM 10-K
ABERCROMBIE & FITCH CO /DE/ - ANF
Filed: March 27, 2009 (period: January 31, 2009)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    Morningstar Document Research ® ℠FORM 10-K ABERCROMBIE & FITCH CO /DE/ - ANF Filed: March 27, 2009 (period: January 31, 2009) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ...period from to For the fiscal year ended January 31, 2009 OR � ABERCROMBIE & FITCH CO. (Exact name of registrant as specified in its charter) Commission file number 1-12107 6301 Fitch Path, New Albany, Ohio (Address of principal executive offices) (State or other jurisdiction of incorporation...

  • Page 3
    ... OF NET INCOME AND COMPREHENSIVE INCOME ABERCROMBIE & FITCH CO. CONSOLIDATED BALANCE SHEETS ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF CASH FLOWS ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND...

  • Page 4
    ... & Fitch, abercrombie, Hollister and RUEHL brands. In addition, the Company operates stores and a website offering bras, underwear, personal care products, sleepwear and at-home products for women under the Gilly Hicks brand. As of January 31, 2009, the Company operated 1,125 stores in the United...

  • Page 5
    ...brands. The Company's in-store marketing is designed to convey the principal elements and personality of each brand. The store design, furniture, fixtures and music are all carefully planned and coordinated to create a shopping experience that reflects the Abercrombie & Fitch, abercrombie, Hollister...

  • Page 6
    ... the number of retail stores operated by the Company for the past two fiscal years: Abercrombie & Fitch abercrombie Hollister RUEHL Gilly Hicks Total Fiscal 2007 Beginning of Year New Remodels/Conversions (net activity as of year-end) Closed End of Year Fiscal 2008 Beginning of Year New Remodels...

  • Page 7
    ... both home office and field employees to help monitor compliance with the Company's product quality standards. Distribution and Merchandise Inventory. A majority of the Company's merchandise and related materials are shipped to the Company's two distribution centers ("DCs") in New Albany, Ohio where...

  • Page 8
    ... the last three fiscal years and gross square footage of stores, is set forth under "ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K. 6 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar...

  • Page 9
    ...As the Company continues its international expansion, it will also face competition in European, Asian and other international markets from established regional and national chains, as well as specialty stores. Brand recognition, fashion, price, service, store location, selection and quality are the...

  • Page 10
    ... to purchase products from lower priced competitors or to defer purchases of apparel and personal care products altogether. The economic downturn could have a material effect on the Company's results of operations and its liquidity and capital resources. It could also impact the Company's ability to...

  • Page 11
    ...could significantly impact the Company's results of operations. Further, the significant number of shares of Common Stock which could be issued upon exercise and/or vesting of the Retention Grant and the Semi-Annual Grants is uncertain and dependent on the future market price of the Company's Common...

  • Page 12
    ... condition or results of operations. The Company's Market Share may be Adversely Impacted at any Time by a Significant Number of Competitors. The sale of apparel and personal care products through brick-and-mortar stores and direct-to-consumer channels is a highly competitive business with numerous...

  • Page 13
    ... customers, both regionally and internationally. The Company also uses a third-party DC in the United Kingdom for the distribution of a portion of the merchandise delivered to the Abercrombie & Fitch flagship and Hollister stores located in the United Kingdom. As a result, the Company's operations...

  • Page 14
    ... Adversely Impact the Current Store Base Performance. The Company's growth strategy largely depends on the opening of new stores, particularly internationally, remodeling existing stores in a timely manner and operating them profitably. Additional factors required for the successful implementation...

  • Page 15
    ...by legal, regulatory, political and economic risks. The Company's international expansion strategy and success could be adversely impacted by the global economy. Fluctuations in Foreign Currency Exchange Rates Could Adversely Impact Financial Results. The Company's international operations use local...

  • Page 16
    ... new shopping centers; the availability or cost of appropriate locations within existing or new shopping centers; competition with other retailers for prominent locations; or the success of individual shopping centers. All of these factors may impact the Company's ability to meet its growth targets...

  • Page 17
    ... class action lawsuits and several shareholder derivative actions alleged to have arisen out of trading in the Company's Class A Common Stock in the summer of Fiscal 2005 (collectively, the "Securities Matters," see "ITEM 3. LEGAL PROCEEDINGS" of this Annual Report on Form 10-K"). Management...

  • Page 18
    ... of operations. Changes in Taxation Requirements Could Adversely Impact Financial Results. The Company is subject to income tax in numerous jurisdictions, including international and domestic locations. In addition, the Company's products are subject to import and excise duties and/or sales or...

  • Page 19
    ... Canada and the U.K. As of March 20, 2009, the Company operated two stand-alone flagships with one in New York, New York and one in the U.K. The leases expire at various dates, between 2009 and 2028. The Company's home office, distribution and shipping facilities, design support centers and stores...

  • Page 20
    ... a purported class action, styled Robert Ross v. Abercrombie & Fitch Company, et al., was filed against A&F and certain of its officers in the United States District Court for the Southern District of Ohio on behalf of a purported class of all persons who purchased or acquired shares of A&F's Common...

  • Page 21
    ... the potential exposure of the aforesaid matters. However, management's assessment of the Company's current exposure could change in the event of the discovery of additional facts with respect to legal matters pending against the Company or determinations by judges, juries or other finders of...

  • Page 22
    ...Fiscal 2007 and Fiscal 2008. A&F expects to continue to pay a dividend, subject to the Board of Directors' review of the Company's cash position and results of operations. As of March 20, 2009, there were approximately 4,655 stockholders of record. However, when including investors holding shares in...

  • Page 23
    ..., as amended, during each fiscal month of the quarterly period ended January 31, 2009: Total Number of Shares Purchased(1) Average Price Paid per Share(2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3) Maximum Number of Shares that May Yet Be Purchased under the...

  • Page 24
    ... points represent the closing price on the last day of the fiscal year indicated (and if such day was not a trading day, the closing price on the last day immediately preceding a trading day). PERFORMANCE GRAPH1 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Abercrombie & Fitch Co., The S&P 500...

  • Page 25
    .... ABERCROMBIE & FITCH CO. FINANCIAL SUMMARY 2008 2007 2006* 2005 2004 (Thousands, except per share and per square foot amounts, ratios and store and associate data) Fiscal Year Summary of Operations Net Sales Gross Profit Operating Income Operating Income as a Percentage of Net Sales Net Income Net...

  • Page 26
    Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 27
    ... Abercrombie & Fitch stores, 66 new Hollister stores, 12 new abercrombie stores, six new RUEHL stores, and 11 new Gilly Hicks stores, as well as investments in home office resources and infrastructure to support the Company's international expansion. The Company also used cash in Fiscal 2008 to pay...

  • Page 28
    ... 2007 2006* NET SALES Cost of Goods Sold GROSS PROFIT Stores and Distribution Expense Marketing, General and Administrative Expense Other Operating Income, Net OPERATING INCOME Interest Income, Net INCOME BEFORE INCOME TAXES Provision for Income Taxes NET INCOME * Fiscal 2006 was a fifty-three week...

  • Page 29
    ...2007 to Fiscal 2006: 2008 Net sales by brand (thousands) Abercrombie & Fitch abercrombie Hollister RUEHL Gilly Hicks*** Increase (decrease) in comparable store sales** Abercrombie & Fitch abercrombie Hollister RUEHL Net retail sales increase attributable to new and remodeled stores, and websites Net...

  • Page 30
    ... international expansion. The Abercrombie & Fitch London flagship continues to perform well and there has been a strong initial reaction to the Hollister mall-based stores opened in the U.K. Store growth for 2009 will be focused on international opportunities as the Company moves forward with plans...

  • Page 31
    ... of net sales; • Net income; • Inventory per gross square foot; • Cash flow and liquidity determined by the Company's current ratio and cash provided by operations; and • Store metrics such as sales per gross square foot, sales per selling square foot, average unit retail, average number of...

  • Page 32
    ... recoverability of net assets through future cash flows is in question. Factors used in the evaluation include, but are not limited to, management's plans for future operations, recent operating results and projected cash flows. 29 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered...

  • Page 33
    ... calendar year following the year of his retirement. As a result of the new employment agreement, the CEO receives the benefits during his employment; therefore the expected tax benefits are no longer available. Net Income and Net Income per Share Net income for the fourth quarter of Fiscal 2008 was...

  • Page 34
    ... and benefits and other home office expenses in the second half of Fiscal 2008. The marketing, general and administrative expense rate was 11.9% for Fiscal 2008, an increase of 1.3 percentage points compared to 10.6% for Fiscal 2007. 31 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 35
    ... impact of the calendar shift in Fiscal 2007 due to Fiscal 2006 being a 53-week fiscal year, as well as a 1% decrease in comparable store sales. Comparable store sales by brand for the fourth quarter of Fiscal 2007 were as follows: Abercrombie & Fitch increased 1% with men's comparable store sales...

  • Page 36
    ...total net sales in the fourth quarter of Fiscal 2007 compared to 7.4% in the fourth quarter of Fiscal 2006. The increase was driven by store expansion, both domestically and internationally, improved in-stock inventory availability, an improved targeted e-mail marketing strategy and improved website...

  • Page 37
    ... net sales in Fiscal 2006. The increase was driven by store expansion, both domestically and internationally, improved in-stock inventory availability, an improved targeted e-mail marketing strategy and improved website functionality. 34 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 38
    ... per Share Net income for Fiscal 2007 was $475.7 million versus $422.2 million in Fiscal 2006, an increase of 12.7%. Net income per diluted weighted-average share was $5.20 in Fiscal 2007 versus $4.59 in Fiscal 2006, an increase of 13.3%. 35 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 39
    ... A summary of the Company's working capital (current assets less current liabilities) and capitalization at the end of each of the last three fiscal years follows (thousands): 2008 2007 2006* Working capital Capitalization: Shareholders' equity * Fiscal 2006 was a fifty-three week year. $ 635,028...

  • Page 40
    .... The Company considers the following to be measures of its liquidity and capital resources for the last three fiscal years: 2008 2007 2006 Current ratio (current assets divided by current liabilities) Net cash provided by operating activities (thousands) * Fiscal 2006 was a fifty-three week year...

  • Page 41
    ... at any time. The Company's Coverage Ratio was 3.49 as of January 31, 2009. The unsecured credit agreement is more fully described in Note 13, "Debt" of the Consolidated Financial Statements in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K. Trade letters of...

  • Page 42
    ...in the text under the caption "EXECUTIVE OFFICER COMPENSATION" in A&F's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 10, 2009, incorporated by reference in "ITEM 11. EXECUTIVE COMPENSATION" of this Annual Report on Form 10-K. 39 Source: ABERCROMBIE & FITCH CO...

  • Page 43
    ... square footage by brand were as follows for the thirteen weeks ended January 31, 2009 and February 2, 2008, respectively: Store Activity Abercrombie & Fitch abercrombie Hollister RUEHL Gilly Hicks Total November 2, 2008 New Remodels/Conversions (net activity) Closed January 31, 2009 Gross Square...

  • Page 44
    ... square footage by brand were as follows for the fifty-two weeks ended January 31, 2009 and February 2, 2008, respectively: Store Activity Abercrombie & Fitch abercrombie Hollister RUEHL Gilly Hicks Total February 2, 2008 New Remodels/Conversions (net activity) Closed January 31, 2009 Gross Square...

  • Page 45
    ... to new construction and remodels, conversions and refreshes of existing Abercrombie & Fitch, abercrombie and Hollister stores. The remaining $150.5 million was used for projects at the home office and the distribution centers, including home office expansion, information technology investments...

  • Page 46
    ... flow model resulted in an impairment of $42.2 million, consisting of a temporary impairment of $28.2 million, recorded as a component of accumulated other comprehensive income (loss) related to the Company's available-for-sale ARS and a 43 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 47
    ... the principal and interest as to any of the available-for-sale ARS or if events occur to change any of the factors described above, the Company will be required to recognize an other-than-temporary impairment charge against net income. Assuming all other assumptions disclosed in Note 6, "Fair Value...

  • Page 48
    ... within stores and distribution expense in the Consolidated Statements of Net Income and Comprehensive Income. In accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"), the Company expenses all internal-use...

  • Page 49
    ... of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the quarter. 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 pursuant to the requirements of Accounting...

  • Page 50
    ... for the Company on February 1, 2009. The Company is currently evaluating the potential impact, if any, of adopting SFAS No. 161 on disclosures in the Company's consolidated financial statements. In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles...

  • Page 51
    ... as trading securities. The Company recognized a temporary impairment of $28.2 million on ARS classified as available-for-sale and an other-than-temporary impairment of $14.0 million on ARS classified as trading. All ARS are classified as non-current marketable securities as of January 31, 2009...

  • Page 52
    ... Plan (I), the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (II) and the Chief Executive Officer Supplemental Executive Retirement Plan. As of January 31, 2009, total assets held in the Rabbi Trust were $51.8 million, which included $18.8 million of available-for-sale...

  • Page 53
    .... ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME 2008 2007 2006 * (Thousands, except per share amounts) NET SALES Cost of Goods Sold GROSS PROFIT Stores and Distribution Expense Marketing, General & Administrative Expense Other Operating Income, Net OPERATING...

  • Page 54
    ...,806 SHAREHOLDERS' EQUITY: Class A Common Stock - $.01 par value: 150,000,000 shares authorized and 103,300,000 shares issued at January 31, 2009 and February 2, 2008, respectively 1,033 Paid-In Capital 328,488 Retained Earnings 2,244,936 Accumulated Other Comprehensive (Loss) Income, net of tax (22...

  • Page 55
    ...on Marketable Securities Net Change in Unrealized Gains or Losses on Derivative Financial Instruments Foreign Currency Translation Adjustments Balance, February 2, 2008 Net Income Purchase of Treasury Stock Dividends ($0.70 per share) Share-based Compensation Issuances and Exercises Tax Benefit from...

  • Page 56
    Balance, January 31, 2009 87,636 $ 1,033 $ 328,488 $ 2,244,936 $ - $ (22,681) 15,664 $ (706,198) $ 1,845,578 The accompanying Notes are an integral part of these Consolidated Financial Statements. 52 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar...

  • Page 57
    ... of Contents ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF CASH FLOWS 2008 2007 (Thousands) 2006* OPERATING ACTIVITIES: Net Income $ 272,255 Impact of Other Operating Activities on Cash Flows: Depreciation and Amortization 225,334 Amortization of Deferred Lease Credits (43,194) Share-Based...

  • Page 58
    ... areas: class of consumer; economic characteristics; nature of products; nature of production processes; and distribution methods. Revenues relating to the Company's international operations for the fifty-two weeks ended January 31, 2009 and February 2, 2008 and 54 Source: ABERCROMBIE & FITCH CO...

  • Page 59
    ...long-lived assets relating to the Company's international operations as of January 31, 2009 and February 2, 2008 were not material and were not reported separately from domestic revenues and long-lived assets. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated...

  • Page 60
    ...of-sale supplies are capitalized at the store opening date. In lieu of amortizing the initial balances over their estimated useful lives, the Company expenses all subsequent replacements and adjusts the initial balance, as appropriate, for changes in store quantities or replacement cost. This policy...

  • Page 61
    ... of the annual effective tax rate adjusted to reflect the tax impact of items discrete to the quarter. 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 pursuant to the requirements of Accounting...

  • Page 62
    ... to the states in which it operates. During Fiscal 2008, Fiscal 2007 and Fiscal 2006, the Company recognized other operating income for adjustments to the gift card liability of $8.3 million, $10.9 million and $5.2 million, respectively. 58 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 63
    ...; store marketing; home office payroll, except for those departments included in stores and distribution expense; information technology; outside services such as legal and consulting; relocation, as well as recruiting, samples and travel expenses. OTHER OPERATING INCOME, NET Other operating income...

  • Page 64
    ... to new store openings are charged to operations as incurred. DESIGN AND DEVELOPMENT COSTS Costs to design and develop the Company's merchandise are expensed as incurred and are reflected as a component of "Marketing, General and Administrative Expense." NET INCOME PER SHARE Net income per share is...

  • Page 65
    ... period. Since actual results may differ from those estimates, the Company revises its estimates and assumptions as new information becomes available. 3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2008, the FASB issued FASB Staff Position ("FSP") No. FAS 157-2 ("FSP 157-2") that partially...

  • Page 66
    ... an option-pricing model. Financial Statement Impact The following table summarizes share-based compensation expense (in thousands): Fifty-Two Weeks Ended January 31, February 2, 2009 2008 Stores and distribution expense Marketing, general and administrative expense Operating income $ $ 3,451 38...

  • Page 67
    ..., as appropriate. The Company calculates the volatility as the annualized standard deviation of the differences in the natural logarithms of the weekly stock closing price, adjusted for stock splits and dividends. 63 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar...

  • Page 68
    ... stock units, the Company calculates the fair value of the restricted stock units granted as the market price of the underlying Common Stock on the date of grant, adjusted for expected dividend payments during the vesting period. 64 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered...

  • Page 69
    Table of Contents ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Stock Option Activity Below is the summary of stock option activity for Fiscal 2008: Number of Shares Fifty-Two Weeks Ended January 31, 2009 Aggregate Weighted-Average Intrinsic Exercise Price Value ...

  • Page 70
    ...of the Company's restricted stock units and restricted shares as of January 31, 2009 and changes during the fifty-two week period ended January 31, 2009 is as follows: Restricted Stock Units and Restricted Shares Weighted-Average Grant Date Fair Number of Shares Value Non-vested at February 2, 2008...

  • Page 71
    ... ranging from seven to 35 days. Due to the frequent nature of the reset feature, ARS were classified as current assets and reported at par, which approximated fair value, as of February 2, 2008. 67 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Research...

  • Page 72
    ... Retirement Plan (I), the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (II) and the Chief Executive Officer Supplemental Executive Retirement Plan. The Rabbi Trust assets are consolidated in accordance with Emerging Issues Task Force Issue No. 97-14, "Accounting...

  • Page 73
    ... Sheets and are restricted to their use as noted above. Net unrealized gains and losses related to the available-for-sale securities held in the Rabbi Trust were not material for either of the fifty-two week periods ended January 31, 2009 and February 2, 2008. The change in cash surrender value of...

  • Page 74
    ... rate is estimated using the results of a regression analysis factoring in historical data on the par swap rate and the maximum coupon rate paid in the event of an auction failure. In making the assumption of the market required rate of return, the Company considered the risk-free interest rate and...

  • Page 75
    ... Balance Sheet at January 31, 2009 and the related gain within Other Income on the accompanying Consolidated Statement of Net Income and Comprehensive Income for the year ended January 31, 2009. 71 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Research...

  • Page 76
    ... 251,664 Annual store rent is comprised of a fixed minimum amount, plus contingent rent based on a percentage of sales. Store lease terms generally require additional payments covering taxes, common area costs and certain other expenses. 72 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 77
    ...Contents ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A summary of rent expense follows (thousands): 2008 2007 2006* Store rent: Fixed minimum Contingent Total store rent Buildings, equipment and other Total rent expense * Fiscal 2006 was a fifty-three week year...

  • Page 78
    ... of Directors compensation and other accrued retirement benefits. 12. INCOME TAXES The provision for income taxes consisted of (thousands): 2008 2007 2006* Currently Payable: Federal State Deferred: Federal State Total provision * Fiscal 2006 was a fifty-three week year. 74 $ 151,331 13,177 $ 164...

  • Page 79
    ...Contents ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Reconciliation between the statutory federal income tax rate and the effective income tax rate is as follows: 2008 2007 2006 Federal income tax rate State income tax, net of federal income tax effect Internal...

  • Page 80
    ... of the Company's U.S. federal income tax return for Fiscal 2008 as part of the IRS's Compliance Assurance Process program. The IRS has completed its examinations for Fiscal 2007 and prior years with the Company being before the 76 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered...

  • Page 81
    ...Company's Leverage Ratio was 2.13 as of January 31, 2009. The New Credit Agreement also requires that the ratio for A&F and its subsidiaries on a consolidated basis of (i) Consolidated EBITDAR for the trailing four-consecutive-fiscal-quarter period to (ii) the sum of, 77 Source: ABERCROMBIE & FITCH...

  • Page 82
    ...probable that the forecasted transaction would not occur, the gain or loss would be recognized in earnings immediately. No such gains or losses were recognized in Fiscal 2008 and Fiscal 2007. 78 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 83
    ... in shareholders' equity as a component of accumulated other comprehensive income (loss). These deferred gains and losses are then recognized in costs of good sold in the period when the hedged merchandise is sold to customers. At January 31, 2009 and February 2, 2008, the Company had an unrealized...

  • Page 84
    ... a purported class action, styled Robert Ross v. Abercrombie & Fitch Company, et al., was filed against A&F and certain of its officers in the United States District Court for the Southern District of Ohio on behalf of a purported class of all persons who purchased or acquired shares of A&F's Common...

  • Page 85
    ... 26, 2007, plaintiffs moved to certify their purported class. The motion has not been fully briefed or submitted. On September 16, 2005, a derivative action, styled The Booth Family Trust v. Michael S. Jeffries, et al., was filed in the United States District Court for the Southern District of Ohio...

  • Page 86
    ... Date occurs. The "Distribution Date" generally means the earlier of (i) the close of business on the 10th day after the date (the "Share Acquisition Date") of the first public announcement that a person or group (other than A&F or any of A&F's subsidiaries or any employee benefit plan of A&F or of...

  • Page 87
    ...financial results for Fiscal 2008 and Fiscal 2007 follows (thousands, except per share amounts): Fiscal 2008 Quarter First Second Third Fourth Net sales Gross profit Operating income Net income Net income per basic share Net income per diluted share Fiscal 2007 Quarter $ $ $ $ $ $ 800,178 534,166...

  • Page 88
    ...were outstanding under the UBS Credit Line. CONTINGENCIES On March 12, 2009, the United States District Court for the Southern District of Ohio entered an order granting the Company's motion to dismiss the derivative action styled The Booth Family Trust v. Michael Jeffries, et al., and three related...

  • Page 89
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 90
    ... 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. /s/ PricewaterhouseCoopers LLP Columbus, Ohio March 27, 2009 86 Source: ABERCROMBIE & FITCH CO...

  • Page 91
    ... 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 the Chairman and Chief Executive Officer...

  • Page 92
    ...CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - Section 16(a) Beneficial Ownership Reporting Compliance" in A&F's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 10, 2009. Code of Business Conduct Information concerning the Abercrombie & Fitch Code of Business Conduct...

  • Page 93
    ... MANAGEMENT" in A&F's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 10, 2009. Information regarding the number of securities to be issued and remaining available under equity compensation plans as of January 31, 2009 is incorporated by reference from the text...

  • Page 94
    ...(a) The following documents are filed as a part of this Annual Report on Form 10-K: (1) Consolidated Financial Statements: Consolidated Statements of Net Income and Comprehensive Income for the fiscal years ended January 31, 2009, February 2, 2008 and February 3, 2007. Consolidated Balance Sheets as...

  • Page 95
    ... Annual Report on Form 10-K for the fiscal year ended January 30, 1999 (File No. 001-12107). Certificate of Decrease of Shares Designated as Class B Common Stock as filed with the Delaware Secretary of State on July 30, 1999, incorporated herein by reference to Exhibit 3.3 to A&F's Quarterly Report...

  • Page 96
    91 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 97
    ... Abercrombie & Fitch Management Co.; and National City Bank, as Global Administrative Agent, incorporated herein by reference to Exhibit 4.2 to A&F's Current Report on Form 8-K dated and filed April 18, 2008 (File No. 001-12107). Joinder Agreement, dated as of May 14, 2008, between AFH Canada Stores...

  • Page 98
    92 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 99
    ...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). First Amendment to the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I (Plan I) (January 1, 2001 Restatement), as authorized by the...

  • Page 100
    Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 101
    ... Exhibit 10.16 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2004 (File No. 001-12107). Form of Restricted Shares Award Agreement (also called Stock Unit Agreement) used for grants under the Abercrombie & Fitch Co. 2002 Stock Plan for Associates prior to November...

  • Page 102
    ... by A&F in respect of future automatic grants of stock units, incorporated herein by reference to Exhibit 10.1 to A&F's Current Report on Form 8-K dated and filed February 3, 2005 (File No. 001-12107). 94 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document...

  • Page 103
    ... used for grants under the Abercrombie & Fitch Co. 2005 Stock Plan on or after March 6, 2006, incorporated herein by reference to Exhibit 10.34 to A&F's Annual Report on Form 10-K for the fiscal year ended January 28, 2006 (File No. 001-12107). Agreement between Abercrombie & Fitch Management...

  • Page 104
    *10.36 Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.2 to A&F's Current Report on Form 8-K dated and filed June 18, 2007 (File No. 001-12107). 95 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document ...

  • Page 105
    ... to A&F's Current Report on Form 8-K dated and filed February 17, 2009 (File No. 001-12107). Form of Stock Appreciation Right Agreement to be used to evidence the Semi-Annual Grants of stock appreciation rights to Michael S. Jeffries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as...

  • Page 106
    between A&F and Michael S. Jeffries, incorporated herein by reference to Exhibit 10.5 to A&F's Current Report on Form 8-K dated and filed February 17, 2009 (File No. 001-12107). 96 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 107
    ...and Coverage Ratio for the year ended January 31, 2009. Abercrombie & Fitch Code of Business Conduct and Ethics, as amended by the Board of Directors of A&F on August 21, 2007, incorporated herein by reference to Exhibit 14 to A&F's Current Report on Form 8-K dated and filed August 27, 2007 (File No...

  • Page 108
    ... listed in Item 15(a)(3) are filed 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 97 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Research...

  • Page 109
    ... of attorney executed by such directors, which powers of attorney are filed with this Annual Report on Form 10-K as exhibits. By /s/ JONATHAN E. RAMSDEN Jonathan E. Ramsden Attorney-in-fact 98 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 110
    Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 111
    Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2009 ABERCROMBIE & FITCH CO. (Exact name of registrant as specified in its...

  • Page 112
    ...Internal Revenue Code of 1986, as amended) in taxable years beginning on or after January 1, 2005 and any earnings thereon]. Computation of Leverage Ratio and Coverage Ratio for the year ended January 31, 2009 List of Subsidiaries of the Registrant Consent of Independent Registered Public Accounting...

  • Page 113
    ... made as of December 29, 2008, by and among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the "Company"), the Foreign Subsidiary Borrowers party hereto (together with the Company, each a "Borrower" and collectively, the "Borrowers"), ABERCROMBIE & FITCH CO., a Delaware corporation (the...

  • Page 114
    ... all interest, dividends, distributions and other proceeds of any of the foregoing, including proceeds of proceeds. "UBS Collateral Account" means individually and collectively, each account of the Company or other pledgor at UBS Financial Services Inc. or UBS International Inc., as applicable, that...

  • Page 115
    ...and if declared when no Default or Event of Default exists, the Parent may pay, dividends in cash so long as the... to the Global Agent and the Lenders that: (a) such Credit Party has the legal power and ...Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document...

  • Page 116
    ...aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan Document brought in the courts referred to in Section 10(a) above and hereby further irrevocably waives and agrees not to plead 4 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered...

  • Page 117
    or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 5 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 118
    ...AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT (... PARAGRAPH. (Signature pages follow.) 6 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 119
    ...Cupps Director and President ABERCROMBIE & FITCH (UK) LIMITED By: Name: Title: /s/ David S. Cupps David S. Cupps Director AFH CANADA STORES CO. By: Name: Title: /s/ David S. Cupps David S. Cupps Secretary Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document...

  • Page 120
    NATIONAL CITY BANK, as a Lender, an LC Issuer, the Swing Line Lender, Co-Lead Arranger and Global Agent By: Name: Title: /s/ Daniel O'Rourke Daniel O'Rourke Director Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 121
    NATIONAL CITY BANK, CANADA BRANCH as a Canadian Lender By: Name: Title: /s/ Kenneth G. Argue Kenneth G. Argue Senior Vice President Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 122
    JPMORGAN CHASE BANK, N.A. as a Co-Lead Arranger, Syndication Agent and as a Lender By: Name: Title: /s/ James A. Knight James A. Knight Vice President Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 123
    FIFTH THIRD BANK By: Name: Title: /s/ William M. Thurman William M. Thurman Senior Vice President Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 124
    THE HUNTINGTON NATIONAL BANK By: Name: Title: /s/ Jeff Blendick Jeff Blendick Vice President - Loan Syndications Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 125
    BANK OF AMERICA, N.A. By: Name: Title: /s/ Jaime C. Eng Jaime C. Eng Assistant Vice President Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 126
    CITIZENS BANK OF PENNSYLVANIA By: Name: Title: /s/ Debra L. McAllonis Debra L. McAllonis Senior Vice President Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 127
    SUMITOMO MITSUI BANKING CORPORATION By: Name: Title: /s/ Yoshihiro Hyakutome Yoshihiro Hyakutome General Manager Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 128
    PNC BANK, NATIONAL ASSOCIATION By: Name: Title: /s/ Mary Ann Amshoff Mary Ann Amshoff Vice President Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 129
    ...of December 29, 2008 (the "Amendment")....JURY IN ANY ACTION, PROCEEDING OR ...PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. (Signature page follows.) Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 130
    ... Assistant Secretary ABERCROMBIE & FITCH DISTRIBUTION COMPANY By: Name: Title: /s/ Scott Lipesky Scott Lipesky Assistant Secretary J.M.H. TRADEMARK, INC. By: Name: Title: /s/ Scott Lipesky Scott Lipesky Assistant Secretary Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by...

  • Page 131
    ... FAN COMPANY, LLC By: By: Name: Title: Abercrombie & Fitch Management Co. Its Sole Member /s/ Scott Lipesky Scott Lipesky Assistant Secretary HOLLISTER CO. By: Name: Title: /s/ Scott Lipesky Scott Lipesky Assistant Secretary Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered...

  • Page 132
    ... Title: DFZ, LLC By: By: Name: Title: Abercrombie & Fitch Management Co. Its Sole Member /s/ Scott Lipesky Scott Lipesky Assistant Secretary Abercrombie & Fitch Stores, Inc. Its Sole Member /s/ Scott Lipesky Scott Lipesky Assistant Secretary A&F CANADA HOLDING CO. By: Name: Title: /s/ Scott Lipesky...

  • Page 133
    RUEHL NO. 925, LLC By: By: Name: Title: Abercrombie & Fitch Stores, Inc. Its Sole Member /s/ Scott Lipesky Scott Lipesky Assistant Secretary Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 134
    .... 1 TO CREDIT AGREEMENT dated as of December 29, 2008 Among ABERCROMBIE & FITCH MANAGEMENT CO. THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, ABERCROMBIE & FITCH CO., as Parent THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, NATIONAL CITY BANK, as an LC Issuer, the Swing Line Lender...

  • Page 135
    Schedules Schedule 1 Lenders and Commitments Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Researchâ„

  • Page 136
    ..., or add a new material benefit or right to Plan I. Any "amount deferred" in taxable years beginning on or after January 1, 2005 (within the meaning of Code Section 409A) and any earnings thereon shall be governed by the terms and conditions of this Plan II. Section 1. PURPOSE - The Company desires...

  • Page 137
    ... under applicable agreements and pay practices of the Company) and the provisions and limitations applicable to the given component as provided under the Plan. "Fair Market Value" of the Common Shares means the most recent closing price of the Common Shares on any national securities exchange...

  • Page 138
    ...by the Plan Administrator) of the calendar year preceding the calendar year for which such Eligible Compensation is earned or during which restricted stock or stock units that are included in Eligible Compensation are granted. In the first 3 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009...

  • Page 139
    ... BENEFITS A. Time of Payment. A Participant may elect to have his or her Deferred Compensation Account distributed upon Separation from Service or the occurrence of a specified date. To exercise such an election, the Participant must advise the Company of his or her 4 Source: ABERCROMBIE & FITCH...

  • Page 140
    ... be distributed in the event of a Change in Control. B. Method of Distribution. A Participant's Deferred Compensation Account shall be distributed to the Participant in a single lump sum transfer of the whole Common Shares (plus cash representing the value of any fractional share), or in such number...

  • Page 141
    ... Participant, Beneficiary or any other person to the payment of a benefit under this Plan may not be assigned, transferred, pledged or encumbered except by will or by the laws of descent and distribution. 6 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document...

  • Page 142
    ..., the Plan Administrator will furnish to the claimant a notice of the decision within ninety (90) days in writing and in a manner calculated to be understood by the claimant, which notice will contain the following information: 7 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by...

  • Page 143
    ... at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder, except to the extent that the Company, in its discretion, establishes a Trust for such purpose. To the extent any 8 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by...

  • Page 144
    ...the care of his person or his estate. Except as provided hereinabove, when the Plan Administrator, in his or her sole discretion, determines that a Participant or Beneficiary is unable to manage his or her financial affairs, the Plan Administrator may, but shall not be 9 Source: ABERCROMBIE & FITCH...

  • Page 145
    ... benefits which is approved under the procedures described in Section 8. IN WITNESS WHEREOF, the Company has caused this Plan to be executed by a duly authorized officer as of the day of , 2007. ABERCROMBIE & FITCH CO. By: Title: 10 Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered...

  • Page 146
    Exhibit 12 ABERCROMBIE & FITCH CO. Computation of Leverage Ratio and Coverage Ratio Leverage Ratio Calculation: Adjusted Total Debt (1) Consolidated EBITDAR (2) Leverage Ratio Coverage Ratio Calculation: Consolidated EBITDAR (2) Net Interest Expense + Long Term Debt due in One Year + Minimum Rent + ...

  • Page 147
    ... 1. Abercrombie & Fitch Holding Corp. (a) 2. Abercrombie & Fitch Fulfillment Co. (b) 3. Abercrombie & Fitch Distribution Co. (b) 4. Abercrombie & Fitch Management Co. (b) 5. A&F Trademark, Inc. (c) 6. Abercrombie & Fitch Stores, Inc. (c) 7. Hollister Co. (c) 8. Abercrombie & Fitch International, Inc...

  • Page 148
    ...) of Abercrombie & Fitch Co. of our report dated March 27, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/PricewaterhouseCoopers LLP Columbus, Ohio March 27, 2009 Source: ABERCROMBIE & FITCH CO /DE...

  • Page 149
    EXHIBIT 24.1 POWER OF ATTORNEY The undersigned officer and director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the ...

  • Page 150
    POWER OF ATTORNEY The undersigned officer of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 151
    POWER OF ATTORNEY The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 152
    POWER OF ATTORNEY The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 153
    POWER OF ATTORNEY The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 154
    POWER OF ATTORNEY The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 155
    POWER OF ATTORNEY The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 156
    POWER OF ATTORNEY The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 157
    POWER OF ATTORNEY The undersigned director of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended January 31, 2009 under the provisions of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange ...

  • Page 158
    ... involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 27, 2009 By: /s/ MICHAEL S. JEFFRIES Michael S. Jeffries Chairman and Chief Executive Officer (Principal Executive Officer) Source: ABERCROMBIE & FITCH CO...

  • Page 159
    ... management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 27, 2009 By: /s/ JONATHAN E. RAMSDEN Jonathan E. Ramsden Executive Vice President and Chief Financial Officer (Principal Financial Officer) Source: ABERCROMBIE...

  • Page 160
    ... with the Annual Report of Abercrombie & Fitch Co. (the "Corporation") on Form 10-K for the fiscal year ended January 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Michael S. Jeffries, Chairman and Chief Executive Officer of the...