Abercrombie & Fitch 2014 Annual Report Download

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2015
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-12107
ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)
Delaware 31-1469076
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
6301 Fitch Path, New Albany, Ohio 43054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (614) 283-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Class A Common Stock, $0.01 Par Value 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 August 1, 2014:
$2,672,148,648.
Number of shares outstanding of the Registrant’s common stock as of March 26, 2015: 69,548,066 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 18, 2015, are incorporated
by reference into Part III of this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ... file number 001-12107 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
    ... AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE PRINCIPAL ACCOUNTANT FEES AND SERVICES PART IV EXHIBITS AND FINANCIAL STATEMENT...

  • Page 3
    ... under the Abercrombie & Fitch, abercrombie kids, and Hollister brands. The Company also sells bras, underwear, personal care products, sleepwear and at-home products for girls through Hollister under the Gilly Hicks brand. As of January 31, 2015, the Company operated 799 stores in the United States...

  • Page 4
    ...care products and accessories for men, women and kids and bras, underwear and sleepwear for girls. The Company had three reportable segments as of January 31, 2015: U.S. Stores, International Stores and Direct-to-Consumer. Refer to Note 17, "SEGMENT REPORTING," of the Notes to Consolidated Financial...

  • Page 5
    ... to the Company's distribution centers ("DCs") where it is received and inspected before being shipped to stores or direct-to-consumer customers. The Company uses its two DCs in New Albany, Ohio to support its North American stores and direct-to-consumer business for customers outside of Europe and...

  • Page 6
    ... OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" of this Annual Report on Form 10-K. COMPETITION. The sale of apparel, accessories and personal care products through stores and direct-to-consumer channels is a highly competitive business with numerous participants, including individual and chain...

  • Page 7
    ... 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 8
    ... loss of revenues; 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 attractions in...

  • Page 9
    ... new stores, or their productivity once opened. Finally, the economic environment may exacerbate some of the risks noted below, including consumer demand, strain on available resources, our international growth strategy, availability of real estate, interruption of the flow of merchandise from key...

  • Page 10
    ... not limited to, obtaining prime locations for stores, setting up foreign offices and distribution centers, hiring experienced management and maintaining good relations with individual associates and groups of associates. We may be unable to open and operate new stores successfully, or we may face...

  • Page 11
    ... and labor to develop these channels, invested in digital media to attract new customers and developed localized fulfillment, shipping and customer service operations. There is no assurance that we will be able to continue to successfully maintain or expand our direct-to-consumer sales channels. Our...

  • Page 12
    .... 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 13
    ... the cost or reduce the supply of apparel available to us and adversely affect our business, financial condition or results of operations. In addition, the efficient operation of our stores and direct-to-consumer business depends on the timely receipt of merchandise from our distribution centers. We...

  • Page 14
    ... our 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 direct-to-consumer customers outside of Europe and Asia. We also use a thirdparty distribution center in...

  • 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
    ... converge with, international financial reporting standards may create uncertainty and additional complexities. These changing regulatory requirements may lead to additional compliance costs, as well as the diversion of our management's time and attention from strategic business activities and could...

  • Page 17
    ... United Kingdom, Japan, Switzerland, Italy, Hong Kong and China. All of the retail stores operated by the Company, as of March 26, 2015, are located in leased facilities, primarily in shopping centers. The leases expire at various dates, between 2015 and 2031. The Company's home office, distribution...

  • Page 18
    ...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... on the Company's financial condition, results of operations or cash flows. The Company has established accruals...

  • Page 19
    ...factors which the directors deem relevant. As of March 26, 2015, there were approximately 3,500 stockholders of record. However, when including investors holding shares in broker accounts under street name, active associates of the Company who participate in A&F's stock purchase plan, and associates...

  • Page 20
    ...each fiscal month of the quarterly period ended January 31, 2015: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) - - - - Period (Fiscal Month) November 2, 2014 through November 29, 2014 November 30, 2014 through January 3, 2015 January 4, 2015 through January 31...

  • Page 21
    ... 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 FIVE-YEAR CUMULATIVE TOTAL RETURN* Among Abercrombie & Fitch Co., the S&P 500 Index, the S&P Midcap 400 Index and the...

  • Page 22
    ...non-financial information to enhance the understanding of our business. (Thousands, except per share and per square foot amounts, ratios and store and associate data) Fiscal 2014 Statement of Operations Data Net Sales Gross Profit Operating Income Net Income Net Income per Basic Share Net Income per...

  • Page 23
    ... products; and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids and Hollister brands. The Company also sells bras, underwear, personal care products, sleepwear and at-home products for girls through Hollister under the Gilly Hicks brand. The Company's fiscal year...

  • Page 24
    ... amounts shown in the Company's Consolidated Statements of Operations and Comprehensive (Loss) Income for the last three fiscal years, expressed as a percentage of net sales: Fiscal 2014 NET SALES Cost of Goods Sold GROSS PROFIT Stores and Distribution Expense Marketing, General and Administrative...

  • Page 25
    ... 2014, Fiscal 2013 and Fiscal 2012: Fiscal 2014 Net sales by segment (millions) 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 (millions)* Abercrombie & Fitch abercrombie Hollister Gilly Hicks...

  • Page 26
    ... full-price stores in Fiscal 2015 in the key growth markets of China, Japan and the Middle East, and four full price stores in North America. We also plan to open 11 new outlet stores in the U.S. In addition, the Company anticipates closing approximately 60 stores in the U.S. during the fiscal year...

  • Page 27
    ... sales combined with comparable direct-to-consumer sales; U.S. and International store performance; Store productivity; Gross margin; Selling margin, defined as sales price less original cost, by brand and by product category; Stores and distribution expense as a percentage of net sales; Marketing...

  • Page 28
    ... Fiscal 2014 primarily related to the Company's Abercrombie & Fitch flagship store locations in Tokyo, Japan and Seoul, Korea, as well as nine Hollister stores and nine abercrombie kids stores. Additionally, in connection with the Company's plan to sell the corporate aircraft, the Company incurred...

  • Page 29
    ... Company's profit improvement initiative and net opening of 7 stores. Direct-to-Consumer operating income was $269.6 million for Fiscal 2014 compared to $295.0 million for Fiscal 2013. The decrease in Direct-to-Consumer operating income was primarily due to increased digital marketing and shipping...

  • Page 30
    ...increase in Direct-to-Consumer sales. The Direct-to-Consumer business, including shipping and handling revenue, accounted for 19% of total net sales in Fiscal 2013 compared to 16% in Fiscal 2012. The impact of changes in foreign currency (based on converting prior year sales at current year exchange...

  • Page 31
    ... negative comparable store sales, both U.S. and international, partially offset by new international stores, direct-to-consumer operations and expense reductions primarily related to the Company's profit improvement initiative. U.S. Stores operating income was $194.6 million for Fiscal 2013 compared...

  • Page 32
    ...$295.0 million for Fiscal 2013 compared to $269.5 million for Fiscal 2012. The increase in Direct-to-Consumer operating income was primarily due to an 11% increase in Direct-to-Consumer net sales, partially offset by increased digital marketing and other direct costs. Operating loss not attributable...

  • Page 33
    ... for investing activities in Fiscal 2014, Fiscal 2013 and Fiscal 2012 were used primarily for capital expenditures related to new stores, store refreshes and remodels, information technology, distribution center and other home office projects. Financing Activities For Fiscal 2014, cash outflows...

  • Page 34
    ... 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA" of this Annual Report on Form 10-K for additional information. Operating lease obligations consist primarily of non-cancelable future minimum lease commitments related to store operating leases. See Note 2, "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES...

  • Page 35
    ...stores. The Company substantially completed the store closures as planned by the end of the first quarter of Fiscal 2014. The Company continues to offer Gilly Hicks products through the Hollister direct-to-consumer channel. As a result of exiting the Gilly Hicks branded stores, the Company currently...

  • Page 36
    ... abercrombie kids flagship store in London. The Company also opened nine outlet stores during the year, three internationally, in Europe and Asia, and six in the U.S. In addition, the Company closed 52 U.S. stores and eight international stores, seven of which were Gilly Hicks stores. Year-To-Date...

  • Page 37
    ... and store updates, as well as direct-to-consumer and information technology investments to support growth initiatives. Recent Accounting Pronouncements See Note 2, "SUMMARY OF SIGNIFICANT ACCOUTING POLICIES - RECENT ACCOUNTING PRONOUNCEMENTS" of the Notes to the Consolidated Financial Statements...

  • Page 38
    ... of the annual review, the Company reviews longlived assets associated with stores that have an operating loss in the current year or otherwise display an indicator of impairment. The Company's impairment assessment requires management to make assumptions and judgments related to factors used in...

  • Page 39
    ..., the Company established a Supplemental Executive Retirement Plan to provide additional retirement income to its former CEO. On December 8, 2014, the former CEO retired from his position as A&F's Chief Executive Officer. Mr. Jeffries' employment with the Company terminated on December 31, 2014. In...

  • Page 40
    ... in changes in interest rates under the Company's 2014 Credit Facilities. Foreign Exchange Rate Risk A&F's international subsidiaries generally operate with functional currencies other than the U.S. Dollar. The Company's Consolidated Financial Statements are presented in U.S. Dollars. Therefore...

  • Page 41
    ...FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Thousands, except per share amounts) 2014 NET SALES Cost of Goods Sold GROSS PROFIT Stores and Distribution Expense Marketing... 54,628 $ $ 2012 4,510,805 1,694,096...

  • Page 42
    ... of January 31, 2015 and February 1, 2014 Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss, net of tax Treasury Stock, at Average Cost - 33,948 and 26,898 shares at January 31, 2015 and February 1, 2014, respectively TOTAL STOCKHOLDERS' EQUITY TOTAL LIABILITIES AND STOCKHOLDERS...

  • Page 43
    ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Thousands, except per share amounts) Common Stock Shares Outstanding Balance, January 28, 2012 Net Income Purchase of Common Stock Dividends ($0.70 per share) Share-Based Compensation Issuances and Exercises Tax Effect of Share...

  • Page 44
    ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands) 2014 OPERATING ACTIVITIES: Net Income Adjustments to reconcile net income to net cash provided by operating activities Depreciation and Amortization Non-Cash Charge for Asset Impairment Loss on Disposal / Write-off of Assets ...

  • Page 45
    ... kids under the Abercrombie & Fitch, abercrombie kids, and Hollister brands. The Company also sells bras, underwear, personal care products, sleepwear and at-home products for girls through Hollister under the Gilly Hicks brand. The Company operates stores in North America, Europe, Asia, Australia...

  • Page 46
    ... basis. The Company writes down inventory through a lower of cost or market adjustment, the impact of which is reflected in Cost of Goods Sold in the Consolidated Statements of Operations and Comprehensive (Loss) Income. This adjustment is based on management's judgment regarding future demand and...

  • Page 47
    ...future operations, recent operating results and projected cash flows. See Note 6, "PROPERTY AND EQUIPMENT, NET," for further discussion. The Company expenses all internal-use software costs incurred in the preliminary project stage and capitalizes certain direct costs associated with the development...

  • Page 48
    ... at January 31, 2015, February 1, 2014 and February 2, 2013, respectively. The Company sells gift cards in its stores and through direct-to-consumer operations. The Company accounts for gift cards sold to customers by recognizing a liability at the time of sale. Gift cards sold to customers do not...

  • Page 49
    ... ("ARS"). WEBSITE AND ADVERTISING COSTS Advertising costs are comprised of in-store photography, e-mail distribution and other digital direct advertising, and other media advertising. Beginning in Fiscal 2014, costs associated with cross-channel brand engagement campaigns and marketing events have...

  • Page 50
    ... 2013 and Fiscal 2012, respectively. For Fiscal 2014 and Fiscal 2013, lease termination fees of $6.8 million and $39.1 million, respectively, related to the Gilly Hicks restructuring. At January 31, 2015, the Company was committed to non-cancelable leases with remaining terms of one to 16 years...

  • Page 51
    ... Fiscal 2013 and Fiscal 2012, respectively. STORE PRE-OPENING EXPENSES Pre-opening expenses related to new store openings are expensed as incurred and are reflected as a component of "Stores and Distribution Expense." DESIGN AND DEVELOPMENT COSTS Costs to design and develop the Company's merchandise...

  • Page 52
    ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) RECENT ACCOUNTING PRONOUNCEMENTS In July 2013, the Financial Accounting Standards Board ("FASB") issued Account Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating ...

  • Page 53
    ... each award type to any associate of the Company (other than the Chief Executive Officer (the "CEO")) who is subject to Section 16 of the Securities Exchange Act of 1934, as amended, at the time of the grant, plus any unused annual limit from prior years. In addition, any non-associate director of...

  • Page 54
    ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The grant date fair value of stock options that vested was insignificant during Fiscal 2014 and Fiscal 2013, and was $1.3 million during Fiscal 2012. As of January 31, 2015, all compensation cost related to currently ...

  • Page 55
    ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Restricted Stock Units The following table summarizes the activity for restricted stock units for Fiscal 2014: Service-based Restricted Stock Units Number of Underlying Shares Unvested at February 1, 2014 Granted ...

  • Page 56
    ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The weighted-average assumptions for market-based restricted stock units used in the Monte Carlo simulations during Fiscal 2014 were as follows: Fiscal 2014 Grant date market price Fair value Assumptions: Price ...

  • Page 57
    ... by using quoted market prices of the same or similar instruments, adjusted for counterparty risk. Disclosures of Fair Value of Other Assets and Liabilities: The Company's borrowings under the 2014 Credit Facilities and the 2011 and 2012 Credit Agreements are carried at historical cost in the...

  • Page 58
    ... related to the Company's Abercrombie & Fitch flagship store locations in Tokyo, Japan and Seoul, Korea, as well as nine abercrombie kids stores and nine Hollister stores. Additionally, in connection with the Company's plan to sell the its corporate aircraft, the asset was classified as available...

  • Page 59
    ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) million and $52.3 million of construction project assets in Property and Equipment, Net at January 31, 2015 and February 1, 2014, respectively. 7. OTHER ASSETS Other assets consisted of (in thousands): January 31, 2015...

  • Page 60
    ... 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 61
    ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Reconciliation between the statutory federal income tax rate and the effective tax rate is as follows: Fiscal 2014 U.S. Federal income tax rate State income tax, net of U.S. federal income tax effect Taxation of non...

  • Page 62
    ... 2013. The Internal Revenue Service ("IRS") is currently conducting an examination of the Company's U.S. federal income tax return for Fiscal 2014 as part of the IRS's Compliance Assurance Process program. The IRS examinations for Fiscal 2013 and prior years have been completed and settled. State...

  • Page 63
    ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 12. BORROWINGS In 2011, the Company entered into an unsecured credit agreement (the "2011 Credit Agreement") which, as amended most recently on November 4, 2013, provided for a $350 million revolving credit facility. In...

  • Page 64
    ... with the covenants under the 2014 Credit Facilities as of January 31, 2015. 13. 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...

  • Page 65
    ... and losses that are reported in Accumulated Other Comprehensive (Loss) Income. Substantially all of the unrealized gains or losses related to designated cash flows hedges as of January 31, 2015 will be recognized in cost of goods sold over the next twelve months. The Company presents its derivative...

  • Page 66
    ... Excluded from Effectiveness Testing) (c) January 31, 2015 February 1, 2014 Derivatives in cash flow hedging relationships Cost of Goods Sold Other Operating Income, Net $ 16,572 $ 6,435 $ 440 $ 857 $ 215 $ 248 (a) The amount represents the change in fair value of derivative contracts...

  • Page 67
    ... (Loss) Income to the Cost of Goods Sold line item on the Consolidated Statement of Operations and Comprehensive (Loss) Income. The activity in accumulated other comprehensive (loss) income for Fiscal 2012 was as follows: Fiscal 2012 Unrealized (Loss) Gain on Derivative Financial Instruments $ 11...

  • Page 68
    ...stores. The Company substantially completed the store closures as planned by the end of the first quarter of Fiscal 2014. The Company continues to offer Gilly Hicks products through the Hollister direct-to-consumer channel. As a result of exiting the Gilly Hicks branded stores, the Company currently...

  • Page 69
    ... apparel, personal care products and accessories for men, women and kids and bras, underwear and sleepwear for girls. The Company had three reportable segments as of January 31, 2015: U.S. Stores, International Stores, and Direct-to-Consumer. Corporate functions, interest income and expense...

  • Page 70
    ... 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 71
    ...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. Brand Information Net sales by brand were as follows: (in thousands) Abercrombie & Fitch abercrombie Hollister Gilly Hicks...

  • Page 72
    ... for the year. The first quarter of Fiscal 2014 included pre-tax charges of $6.9 million related to certain corporate governance matters, $5.6 million related to the restructuring of the Gilly Hicks brand, and $3.1 million related to the Company's profit improvement initiative. Net loss per diluted...

  • Page 73
    ... on these financial statements and on the Company's internal control over financial reporting based on our integrated audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform...

  • Page 74
    ... to financial statement preparation. With the participation of the Interim Principal Executive Officer of A&F and the Executive Vice President and Chief Financial Officer of A&F, management evaluated the effectiveness of A&F's internal control over financial reporting as of January 31, 2015 using...

  • Page 75
    ... Proxy Statement for the Annual Meeting of Stockholders to be held on June 18, 2015. Code of Business Conduct and Ethics The Board of Directors has adopted the Abercrombie & Fitch Co. Code of Business Conduct and Ethics, which is available on the "Corporate Governance" page of the Company's website...

  • Page 76
    ... OWNERS AND MANAGEMENT" in A&F's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 18, 2015. Information regarding the number of securities to be issued and remaining available under equity compensation plans of the Company as of January 31, 2015 is incorporated...

  • Page 77
    ...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 (Loss) Income for the fiscal years ended January 31, 2015, February 1, 2014 and February 2, 2013. Consolidated Balance Sheets...

  • Page 78
    ... by Stockholders of Abercrombie & Fitch Co. at Annual Meeting of Stockholders held on June 10, 2009, incorporated herein by reference to Exhibit 3.1 to A&F's Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107). Certificate regarding Approval of Addition of New Article IX of...

  • Page 79
    ... 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 80
    ...10 to A&F's Annual Report on Form 10-K for the fiscal year ended January 29, 2011 (File No. 001-12107). [NOTE: Aircraft Time Sharing Agreement was terminated on December 31, 2014.] Letter of Understanding, dated November 12, 2010, between Michael S. Jeffries and Abercrombie & Fitch Management Co. in...

  • Page 81
    ... units to Executive Vice Presidents of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on and after March 4, 2008 and prior to March 26, 2013, incorporated herein by reference to Exhibit 10.1 to A&F's Current Report on Form 8-K dated and filed March 6, 2008...

  • Page 82
    ...Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan) as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between A&F and Michael S. Jeffries, incorporated herein by reference to Exhibit 10.3 to A&F's Current Report on Form 8-K dated and filed February...

  • Page 83
    ... (File No. 001-12107). *10.57 Form of Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition...

  • Page 84
    ... 2, 2013 (File No. 001-12107). *10.65 Letter, dated April 3, 2014, from Abercrombie & Fitch to Joanne C. Crevoiserat setting forth terms of employment as Executive Vice President and Chief Financial Officer, and accepted by Joanne C. Crevoiserat on April 8, 2014, together with the related Agreement...

  • Page 85
    ...of Cash Flows for the fiscal years ended January 31, 2015, February 1, 2014 and February 2, 2013; and (v) Notes to Consolidated Financial Statements * ** †Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item...

  • Page 86
    ... this report to be signed on its behalf by the undersigned, thereunto duly authorized. ABERCROMBIE & FITCH CO. Date: March 30, 2015 By /s/ Joanne C. Crevoiserat Joanne C. Crevoiserat Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Officer) Pursuant...

  • Page 87
    APPENDIX Additional Information Regarding Abercrombie & Fitch Co. Not Filed as Part of Annual Report on Form 10-K for the Fiscal Year Ended January 31, 2015

  • Page 88
    ... Daylight Saving Time, on June 18, 2015, at the offices of Abercrombie & Fitch Co., 6301 Fitch Path, New Albany, Ohio 43054 STOCK EXCHANGE LISTING New York Stock Exchange, Trading Symbol "ANF" INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP Columbus, Ohio OUR COMMITMENT...

  • Page 89
    ...fashion brand) Chief Executive Officer, Ebiquity plc (provider of data-driven insights to the global media and marketing community) Senior Vice President of Alumni Relations, The Ohio State University and President and Chief Executive Officer, The Ohio State University Alumni Association, Inc. Chief...