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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 February 2, 2013
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 1-12107
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 Name of each exchange on which registered
Class A Common Stock, $.01 Par Value New York Stock Exchange
Series A Participating Cumulative Preferred
Stock Purchase Rights 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. 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 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. Yes No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such files).) Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act:
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 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 July 27, 2012:
$2,991,111,716.
Number of shares outstanding of the Registrant’s common stock as of March 22, 2013: 78,166,993 shares of Class A Common Stock.
DOCUMENT INCORPORATED BY REFERENCE:
Portions of the Registrant’s definitive proxy statement for the Annual Meeting of Stockholders, to be held on June 20, 2013, are
incorporated by reference into Part III of this Annual Report on Form 10-K.
Table of Contents

Table of contents

  • Page 1
    ... file number 1-12107 ABERCROMBIE & FITCH CO. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 31-1469076 (I.R.S. Employer Identification No.) 6301 Fitch Path, New Albany, Ohio (Address of principal executive offices...

  • Page 2
    ... MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL SUMMARY CURRENT TRENDS AND OUTLOOK QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME...

  • Page 3
    ... accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids, and Hollister brands. The Company also operates stores and direct-to-consumer operations offering bras, underwear, personal care products, sleepwear and at-home products for girls under the Gilly Hicks brand. As of...

  • Page 4
    ... 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 kids, Hollister or Gilly Hicks lifestyle. The Company's sales associates and managers are...

  • Page 5
    ... in New Albany, Ohio to support its North American stores, and direct-to-consumer customers outside of Europe. The Company uses a third-party DC in the Netherlands for the distribution of merchandise to stores and direct-to-consumer customers located in Europe, and a thirdparty DC in Hong Kong for...

  • Page 6
    ...to-School and Holiday seasons. The Company believes it maintains a good relationship with its associates. However, in the normal course of business, the Company is party to lawsuits involving former and current associates. ENVIRONMENTAL MATTERS. Compliance with domestic and international regulations...

  • Page 7
    ...of the price of our Common Stock; our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours; our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area...

  • Page 8
    ... to factors that affect worldwide economic conditions including unemployment, consumer credit availability, consumer debt levels, reductions in net worth based on declines in the financial, residential real estate and mortgage markets, sales tax rates and tax rate increases, fuel and energy prices...

  • Page 9
    ...changing consumer preferences and fashion trends. 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, which may negatively impact customer relationships, diminish brand...

  • Page 10
    ... launched new brands internally that have contributed to our sales growth. Our most recent brand, Gilly Hicks, offers bras, underwear, personal care products, sleepwear and at-home products for girls. The development and growth of new brand concepts, such as Gilly Hicks, requires management's focus...

  • Page 11
    .... Our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours. The sale of apparel and personal care products through stores and direct-to-consumer channels is a highly competitive business with numerous...

  • Page 12
    ...or if the popularity of mall shopping continues to decline generally among our customers, our sales may decline, which would impact our gross profits and net income. Part of our future growth is dependent on our ability to operate stores in desirable locations with capital investment and lease costs...

  • Page 13
    ... to attract, retain and develop a sufficient number of qualified senior executive officers in future periods. Interruption in the flow of merchandise from our key vendors and international manufacturers could disrupt our supply chain, which could result in lost sales and could increase our costs. We...

  • Page 14
    ... distribution centers. Our two distribution centers located in New Albany, Ohio, manage the receipt, storage, sorting, packing and distribution of merchandise to our North American stores and to our North American and Asian direct-to-consumer customers. We also use a third-party distribution center...

  • Page 15
    ... trademarks could have a negative impact on our brand image and limit our ability to penetrate new markets. We believe our core trademarks, Abercrombie & Fitch®, abercrombie®, Hollister®, Gilly Hicks® and the "Moose" and "Seagull" logos, are an essential element of our strategy. We have obtained...

  • Page 16
    ...and/or govern the importation, promotion and sale of merchandise and the operation of retail stores, direct-to-consumer operations and distribution centers. As our business becomes more international in scope and we enter more countries internationally, the number of laws and regulations that we are...

  • Page 17
    ... annual disclosure and reporting requirements for those companies who use conflict minerals mined in the named countries. There will be costs associated with complying with the disclosure requirements, including diligence to determine the sources of minerals used in our products and possible changes...

  • Page 18
    Table of Contents ITEM 1B. None. UNRESOLVED STAFF COMMENTS. 18

  • Page 19
    ...and shipping facility located in the Columbus, Ohio area, all of which are owned by the Company. Additionally, the Company leases small facilities to house its design and sourcing support centers in Hong Kong, New York City and Los Angeles, California, as well as offices in the United Kingdom, Japan...

  • Page 20
    ... it deems appropriate to do so under applicable accounting rules. The Company's assessment of the 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, administrative agencies or...

  • Page 21
    Table of Contents ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 21

  • Page 22
    ... from November 2007 to February 2013 and the position of Vice President - Stores of A&F from August 2006 to November 2007. Ms. Zehrer has been with A&F since 1992 playing an integral part in evolving the brands and the success of the Company's international expansion. The executive officers serve at...

  • Page 23
    ... traded on the New York Stock Exchange under the symbol "ANF." The table below sets forth the high and low sales prices of A&F's Common Stock on the New York Stock Exchange for Fiscal 2012 and Fiscal 2011: Sales Price High Low Fiscal 2012 4th Quarter 3rd Quarter 2nd Quarter 1st Quarter Fiscal 2011...

  • Page 24
    Table of Contents Common Stock in the open market with a cost of approximately $196.6 million. Both the Fiscal 2012 and the Fiscal 2011 repurchases were pursuant to authorizations of A&F's Board of Directors. 24

  • Page 25
    ... Index"), 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 Abercrombie & Fitch Co., the S&P 500 Index and the S&P Apparel Retail Index...

  • Page 26
    ... week year. Reported results for Fiscal 2011 and Fiscal 2010 have been restated to reflect the change in method of accounting for inventory effective in the fourth quarter of Fiscal 2012. Refer to Note 4, "CHANGE IN ACCOUNTING PRINCIPLE," of the Notes to Consolidated Financial Statements included...

  • Page 27
    ... on Average Stockholders' Equity is computed by dividing net income (including discontinued operations) by the average stockholders' equity balance (including discontinued operations). A store is included in comparable sales when it has been open as the same brand at least one year and its square...

  • Page 28
    ...-GAAP financial measures discussed above. Fiscal 2012 February 2, 2013 Fiscal 2011 January 28, 2012 Net income per diluted share on a GAAP basis Add back: Asset impairment charges(1) Add back: Asset write-downs(2) Add back: Store closure and lease exit charges(3) Add back: Legal charges(4) Add back...

  • Page 29
    ... the amounts shown in the Company's Consolidated Statements of Operations and Comprehensive Income for the last three fiscal years, expressed as a percentage of net sales: 2012 2011 2010 NET SALES Cost of Goods Sold GROSS PROFIT Stores and Distribution Expense Marketing, General and Administrative...

  • Page 30
    ... 2011 and Fiscal 2010: 2012 2011 2010 Net sales by segment (in thousands) U.S. Stores International Stores Direct-to-consumer Net sales as a % of total sales U.S. Stores International Stores Direct-to-consumer Net sales by brand (in thousands) Abercrombie & Fitch abercrombie Hollister Gilly Hicks...

  • Page 31
    ...with our iconic brands and continued judicious use of shareholder capital, will drive significant long-term value. With regard to real estate plans for Fiscal 2013, we expect to open Abercrombie & Fitch flagship locations in Seoul and Shanghai and approximately 20 international Hollister stores. The...

  • Page 32
    ... a percentage of net sales; Net income; Inventory per gross square foot; Cash flow and liquidity determined by the Company's current ratio and free cash flow; and Store metrics such as sales per gross square foot, sales per selling square foot, average unit retail, average number of transactions per...

  • Page 33
    ... 2012 was $374.2 million compared to operating income of $221.4 million for Fiscal 2011. Operating income growth by new international stores, existing U.S. stores and direct-to-consumer operations more than off-set declines in existing international stores driven by negative comparable store sales...

  • Page 34
    ... Fiscal 2010 direct-to-consumer sales of $405.0 million. The direct-to-consumer business, including shipping and handling revenue, accounted for 13% of total net sales in Fiscal 2011 compared to 12% in Fiscal 2010. Comparable store sales by brand for Fiscal 2011 were as follows: Abercrombie & Fitch...

  • Page 35
    ... net sales. Shipping and handling costs, including costs incurred to store, move and prepare the products for shipment and costs incurred to physically move the product to the customer, associated with direct-to-consumer operations were $53.6 million and $38.9 million for Fiscal 2011 and Fiscal 2010...

  • Page 36
    ... driven by a change in inventories partially offset by a change in accounts payable. Investing Activities Cash outflows for investing activities for Fiscal 2012 and Fiscal 2011 were used primarily for capital expenditures related to new store construction and information technology investments. Cash...

  • Page 37
    ... Plan (the "SERP") for the Company's Chairman and Chief Executive Officer with a present value of $18.5 million at February 2, 2013. See Note 20, "RETIREMENT BENEFITS," of the Notes to Consolidated Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual...

  • Page 38
    Table of Contents A&F has historically paid quarterly dividends on its Common Stock. There are no amounts included in the above table related to dividends due to the fact that dividends are subject to determination and approval by A&F's Board of Directors. 38

  • Page 39
    ... brand for Fiscal 2012 and Fiscal 2011, respectively, were as follows: Store Activity Abercrombie & Fitch abercrombie Hollister Gilly Hicks Total U.S. Stores January 28, 2012 New Closed February 2, 2013 Gross Square Feet at February 2, 2013 International Stores January 28, 2012 New Closed February...

  • Page 40
    ...318.6 $ $ 118.0 42.9 160.9 During Fiscal 2013, based on new store opening plans and other capital expenditure plans, the Company expects total capital expenditures to be approximately $200 million. Recent Accounting Pronouncements In May 2011, Accounting Standards Codification 820-10, "Fair Value...

  • Page 41
    ... the price paid by the customer is recorded as a reduction of sales. The Company sells gift cards in its stores and through directto-consumer operations. The Company accounts for gift cards sold to customers by recognizing a liability at the time of sale. The liability remains on the Company's books...

  • Page 42
    ... model include sales, gross margin and, to a lesser extent, operating expenses. The Company has not made any material changes in the accounting methodology used to determine impairment loss over the past three fiscal years. During Fiscal 2012, 44 stores, which excludes stores with a de minimis book...

  • Page 43
    ... for income taxes is determined using the asset and liability approach. Tax laws often require items to be included in tax filings at different times than the items are being reflected in the financial statements. A current liability is recognized for the estimated taxes payable for the current year...

  • Page 44
    ... from Assumptions Supplemental Executive Retirement Plan Effective February 2, 2003, the Company established a Chief Executive Officer Supplemental Executive Retirement Plan to provide additional retirement income to its Chairman and Chief Executive Officer. Subject to service requirements, the CEO...

  • Page 45
    ..., primarily money market funds and United States treasury bills, with original maturities of three months or less. The irrevocable rabbi trust (the "Rabbi Trust") is intended to be used as a source of funds to match respective funding obligations to participants in the Abercrombie & Fitch Co...

  • Page 46
    ... ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Thousands, except share and per share amounts) 2012 2011 2010 NET SALES Cost of Goods Sold GROSS PROFIT Stores and Distribution Expense Marketing, General and...

  • Page 47
    ...,300 shares issued at each of February 2, 2013 and January 28, 2012 Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income, net of tax Treasury Stock, at Average Cost - 24,855 and 17,662 shares at February 2, 2013 and January 28, 2012, respectively TOTAL STOCKHOLDERS' EQUITY...

  • Page 48
    Table of Contents ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Thousands, except per share amounts) Common Stock Shares Outstanding Balance, January 30, 2010 Cumulative restatement for change in inventory accounting (See Note 4) Restated Net Income Purchase of Common ...

  • Page 49
    ... ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands) 2012 2011 2010 (Restated see Note 4) OPERATING ACTIVITIES: Net Income Impact of Other Operating Activities on Cash Flows: Depreciation and Amortization Non-Cash Charge for Asset Impairment Loss on Disposal / Write-off...

  • Page 50
    ... apparel, personal care products and accessories for men, women and kids and bras, underwear and sleepwear for girls. The Company has three reportable segments: U.S. Stores, International Stores, and Direct-to-Consumer. Corporate functions, interest income and expense, and other income and expense...

  • Page 51
    ... functions such as Design, Merchandising, Sourcing, Planning, Allocation, Store Management and Support, Marketing, Distribution Center Operations, Information Technology, Real Estate, Finance, Legal, Human Resources and other corporate overhead. Operating Income includes: marketing, general and...

  • Page 52
    ...) Net Sales: Net sales includes net merchandise sales through stores and direct-to-consumer operations, including shipping and handling revenue. Net sales are reported by geographic area based on the location of the customer. Fiscal 2012 Fiscal 2011 (in thousands): Fiscal 2010 United States Europe...

  • Page 53
    ...a triggering event occurs. In addition, the Company conducts an annual impairment analysis in the fourth quarter of each year. For the purposes of the annual review, the Company reviews long-lived assets associated with stores that have an operating loss in the current year and have been open for at...

  • Page 54
    ... experience. The sales return reserve was $9.3 million, $7.0 million and $10.3 million at February 2, 2013, January 28, 2012 and January 29, 2011, respectively. The Company sells gift cards in its stores and through direct-to-consumer operations. The Company accounts for gift cards sold to customers...

  • Page 55
    ... the product to the stores is recorded in Cost of Goods Sold in our Consolidated Statements of Operations and Comprehensive Income. MARKETING, GENERAL & ADMINISTRATIVE EXPENSE Marketing, general and administrative expense includes: photography and media ads; store marketing; home office compensation...

  • Page 56
    ... 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 basic share...

  • Page 57
    ... in the Company's Consolidated Statements of Operations and Comprehensive Income and Consolidated Statements of Cash Flows have been restated: Fiscal Year Ended January 28, 2012 (in thousands, except per share data) As Reported Net Sales Cost of Goods Sold Gross Profit Operating Income Income from...

  • Page 58
    Table of Contents ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fiscal Year Ended January 29, 2011 (in thousands, except per share data) As Reported Net Sales Cost of Goods Sold Gross Profit Operating Income Income from Continuing Operations Before Taxes Tax ...

  • Page 59
    ... any unused annual limit from prior years. The 2005 LTIP, a stockholder-approved plan, permits A&F to annually grant awards covering up to 250,000 of underlying shares of A&F's Common Stock for each award type to any associate of the Company (other than the Chairman and Chief Executive Officer (the...

  • Page 60
    ... stock units granted using the market price of the underlying Common Stock on the date of grant adjusted for anticipated dividend payments during the vesting period. Stock Options The Company did not grant any stock options during Fiscal 2012, Fiscal 2011 and Fiscal 2010. Below is a summary of...

  • Page 61
    ...2011 and Fiscal 2010, and the weighted-average assumptions used in calculating such fair value, on the date of grant, were as follows: Fiscal Year Chairman and Chief Executive Officer 2012 Grant date market price Exercise price Fair value Assumptions: Price volatility Expected term (years) Risk-free...

  • Page 62
    ...are used as collateral for customary non-debt banking commitments and deposits into trust accounts to conform with standard insurance security requirements. 7. INVESTMENTS Investments consisted of (in thousands): February 2, 2013 January 28, 2012 Marketable securities: Available-for-sale securities...

  • Page 63
    ... ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) million for Fiscal 2012 and Fiscal 2011, respectively, recorded as part of Interest Expense, Net on the Consolidated Statements of Operations and Comprehensive Income. 8. FAIR VALUE Fair value is the price that...

  • Page 64
    ... the Consolidated Statement of Operations and Comprehensive Income for Fiscal 2012. The asset impairment charge was primarily related to one Abercrombie & Fitch, three abercrombie kids, 12 Hollister, and one Gilly Hicks store. In the fourth quarter of Fiscal 2011, as a result of the fiscal year-end...

  • Page 65
    ... 2, 2013 and January 28, 2012, respectively. The following table presents quantitative information related to the unobservable inputs used in the Company's level 3 fair value measurements for the impairment loss incurred in Fiscal 2012. UNOBSERVABLE INPUT Weighted average cost of capital (1) Annual...

  • Page 66
    ...Contents ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 12. LEASED FACILITIES Annual store rent is comprised of a fixed minimum amount and/or contingent rent based on a percentage of sales. For scheduled rent escalation clauses during the lease terms, the Company...

  • Page 67
    ... FINANCIAL STATEMENTS - (Continued) Accrued payroll and related costs include salaries, incentive compensation, benefits, withholdings and other payroll related costs. Other accrued expenses include expenses incurred but not yet paid related to outside services associated with store and home office...

  • Page 68
    ... for management fees, cost-sharing, royalties, including those related to international direct-to-consumer operations, and interest. The provision for tax expense from continuing operations consisted of (in thousands): 2012 2011 2010 Current: Federal State Foreign Deferred: Federal State Foreign...

  • Page 69
    ...the net deferred tax assets will be realized in the future. A reconciliation of the beginning and ending amounts of uncertain tax positions is as follows: 2012 2011 (in thousands) 2010 Uncertain tax positions, beginning of the year Gross addition for tax positions of the current year Gross addition...

  • Page 70
    ... Fiscal 2011. The Internal Revenue Service ("IRS") is currently conducting an examination of the Company's U.S. federal income tax return for Fiscal 2012 as part of the IRS's Compliance Assurance Process program. IRS examinations for Fiscal 2011 and prior years have been completed and settled. State...

  • Page 71
    ... for Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively. 18. DERIVATIVES The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivatives, primarily forward contracts, to manage the financial impacts of these exposures. The Company does not...

  • Page 72
    ... losses that are reported in Accumulated Other Comprehensive Income (Loss). Substantially all of the remaining unrealized gains or losses related to foreign-currency-denominated inter-company inventory sales that have occurred as of February 2, 2013 will be recognized in costs of goods sold over the...

  • Page 73
    ... Statements of Operations and Comprehensive Income were as follows: Fiscal 2012 February 2, 2013 Location Gain/(Loss) (in thousands) Fiscal 2011 January 28, 2012 Gain/(Loss) Derivatives not designated as Hedging Instruments: Foreign Exchange Forward Contracts Other Operating Income (Expense), Net...

  • Page 74
    ... of associates' eligible annual compensation. The cost of the Company's contributions to these plans was $21.1 million in Fiscal 2012, $16.4 million in Fiscal 2011 and $19.4 million in Fiscal 2010. Effective February 2, 2003, the Company established a Chief Executive Officer Supplemental Executive...

  • Page 75
    ... current GAAP. This guidance became effective for the Company's fiscal year and interim periods beginning January 29, 2012. The adoption did not have a material effect on our consolidated financial statements. In February 2013, the FASB issued ASU 2013-02, which further amends Accounting Standards...

  • Page 76
    ... unaudited quarterly financial results for Fiscal 2012 and Fiscal 2011 follows (in thousands, except per share amounts): Fiscal Quarter 2012 (1) First (2) Second (3) Third (4) Fourth (5) Net sales Gross profit Net income (loss) (10) Net income (loss) per diluted share Fiscal Quarter 2011...

  • Page 77
    ... of Contents ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) Results reported above have been restated to reflect the change in method of accounting for inventory effective in the fourth quarter of Fiscal 2012. Refer...

  • Page 78
    ... 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 79
    Table of Contents ITEM 9. None. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 79

  • Page 80
    ... to financial statement preparation. With the participation of the Chairman and 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 February 2, 2013 using...

  • Page 81
    Table of Contents ITEM 9B. None. OTHER INFORMATION. 81

  • Page 82
    ... 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 20, 2013. Code of Business Conduct and Ethics Information concerning the Abercrombie & Fitch Code of Business Conduct and...

  • Page 83
    ... Committee Interlocks and Insider Participation," "COMPENSATION DISCUSSION AND ANALYSIS," "REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION" and "EXECUTIVE OFFICER COMPENSATION" in A&F's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 20, 2013. 83

  • Page 84
    ... 2013. Information regarding the number of securities to be issued and remaining available under equity compensation plans as of February 2, 2013 is incorporated by reference from the text to be included under the caption "EQUITY COMPENSATION PLANS" in A&F's definitive Proxy Statement for the Annual...

  • Page 85
    ... involving the Company and certain related persons within the meaning of Item 404(a) of SEC Regulation S-K as well as information concerning A&F's policies and procedures for the review, approval or ratification of transactions with related persons is incorporated by reference from the text to be...

  • Page 86
    ... by reference from the text to be included under captions "AUDIT COMMITTEE MATTERS - Pre-Approval Policy" and "AUDIT COMMITTEE MATTERS - Fees of Independent Registered Public Accounting Firm" in A&F's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 20, 2013. 86

  • Page 87
    ...(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 February 2, 2013, January 28, 2012 and January 29, 2011. Consolidated Balance Sheets as...

  • Page 88
    ... to A&F's Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2001 (File No. 001-12107). Amendment No. 2, dated as of June 11, 2008, to the Rights Agreement, dated as of July 16, 1998, between A&F and National City Bank (as successor to First Chicago Trust Company of New York), as...

  • Page 89
    ... Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as guarantor; Abercrombie & Fitch Europe S.A., Abercrombie & Fitch (UK) Limited, AFH Stores UK Limited, AFH Canada Stores Co. and AFH Japan, G.K., as foreign subsidiary borrowers; PNC Bank, National Association, as Global...

  • Page 90
    ... herein by reference to Exhibit 10.10 to A&F's Annual Report on Form 10-K for the fiscal year ended January 29, 2011 (File No. 001-12107). Letter of Understanding, dated November 12, 2010, between Michael S. Jeffries and Abercrombie & Fitch Management Co. in respect of the Gulfstream Agreement and...

  • Page 91
    ...Term Incentive Plan prior to March 6, 2006, incorporated herein by reference to Exhibit 99.4 to A&F's Current Report on Form 8-K dated and filed August 19, 2005 (File No. 001-12107). Summary of Terms of the Annual Restricted Stock Unit Grants to Non-Associate Directors of Abercrombie & Fitch Co., to...

  • Page 92
    ... 2, 2013. 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. 001-12107). Letter of Change in Accounting...

  • Page 93
    Table of Contents (b) The documents listed in Item 15(a)(3) 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 93

  • Page 94
    ...duly authorized. ABERCROMBIE & FITCH CO. Date: April 2, 2013 By /s/ JONATHAN E. RAMSDEN Jonathan E. Ramsden, Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf...

  • Page 95
    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 FEBRUARY 2, 2013 ABERCROMBIE & FITCH CO. (Exact name of registrant as specified in its...

  • Page 96
    ... & Fitch Co.'s Annual Report on Form 10-K for the fiscal year ended February 2, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended February 2, 2013, January 28, 2012 and January 29, 2011; (ii...

  • Page 97
    ... Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan; the maximum market value of the underlying shares of Common Stock on the date of grant is to be $300,000 (i.e., should the price of the Company's Common Stock on the grant date exceed $100 per share, the number of restricted stock units granted...

  • Page 98
    ... of the annual meeting of stockholders of the Company; the maximum market value of the underlying shares of Common Stock on the date of grant is to be $300,000 (i.e., should the price of the Company's Common Stock on the grant date exceed $100 per share, the number of restricted stock units granted...

  • Page 99
    ... (1) Adjusted Total Debt means the sum of total debt (excluding specified permitted foreign bank guarantees and trade letters of credit) plus 600% of forward minimum rent commitments. (2) Consolidated EBITDAR means, for the fiscal year ended February 2, 2013 ("Fiscal 2012"), Consolidated Net Income...

  • Page 100
    ... in the Company's Annual Report on Form 10-K for the year ended February 2, 2013 and issued our report thereon dated April 2, 2013. Note 4 to the financial statements describes a change in accounting principle from the retail inventory method to weighted average cost in accounting for inventory. It...

  • Page 101
    ...LLC (e) Gilly Hicks, LLC (e) Abercrombie & Fitch Europe SA (f) Abercrombie & Fitch Hong Kong Limited (f) AFH Puerto Rico LLC (f) AFH Brasil Participacoes Ltda (f)* A&F Canada Holding Co. (f) Abercrombie & Fitch Trading Co. (g) AFH Canada Stores Co. (h) AFH Japan GK (i) Abercrombie & Fitch Italia SRL...

  • Page 102
    ... of Abercrombie & Fitch Trading Co. Wholly-owned subsidiary of Abfico Netherlands Distribution B.V. Wholly-owned subsidiary of AFH Hong Kong Limited * Abercrombie & Fitch Management Co. owns 1% (8,600 shares @ R$1.00/share) of AFH Brasil Participacoes Ltda . Abercrombie & Fitch International, Inc...

  • Page 103
    ..., 333-145166 and 333-176135) of Abercrombie & Fitch Co. of our report dated April 2, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Columbus, Ohio April 2, 2013

  • Page 104
    ...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 February 2, 2013...as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and ...

  • Page 105
    ...officer of Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all ...

  • Page 106
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 107
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 108
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 109
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 110
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 111
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 112
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 113
    ...Abercrombie & Fitch Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for the fiscal year ended February 2, 2013..., as attorney in-fact and agent to sign for the undersigned, in any and all capacities, such Annual Report on Form 10-K and any and all amendments...

  • Page 114
    ... quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 3. 4. (b) (c) (d) 5. The registrant's other certifying officer and I have disclosed, based on our most recent...

  • Page 115
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ JONATHAN E. RAMSDEN Jonathan E. Ramsden Executive Vice President and Chief Financial Officer (Principal Financial Officer) (b) Date: April 2, 2013

  • Page 116
    ... (the "Report"), the undersigned Michael S. Jeffries, Chairman and Chief Executive Officer of the Corporation, and Jonathan E. Ramsden, Executive Vice President and Chief Financial Officer of the Corporation, certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as...