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Table of Contents
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 30, 2016
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 July 31, 2015:
$1,366,862,497.
Number of shares outstanding of the Registrant’s common stock as of March 23, 2016: 67,585,850 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 16, 2016, are incorporated
by reference into Part III of this Annual Report on Form 10-K.

Table of contents

  • Page 1
    ...6301 Fitch Path, New Albany, Ohio (Address of principal executive offices) 43054 (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 Class A Common Stock, $0.01 Par Value Name of each exchange...

  • Page 2
    ... STATEMENTS CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES OTHER INFORMATION PART III DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED...

  • Page 3
    ...1, 2014. In addition, all references herein to "Fiscal 2016" represent the fifty-two week fiscal year that will end on January 28, 2017. A&F makes available free of charge on its Internet website, www.abercrombie.com, under "Investors, SEC Filings," its annual reports on Form 10-K, quarterly reports...

  • Page 4
    ...& Fitch and abercrombie kids brands. DIRECT-TO-CONSUMER AND OMNICHANNEL OPERATIONS . The Company operates websites for each brand, both domestically and internationally. The websites reinforce each particular brand's lifestyle, and are designed to complement the in-store experience. Total net sales...

  • Page 5
    ...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 Asia...

  • Page 6
    ...competition in local markets from established chains, as well as local specialty stores. Brand recognition, fashion, price, service, store location, selection and quality are the principal competitive factors in retail store and direct-to-consumer sales. The competitive challenges facing the Company...

  • Page 7
    ...since May 2014 and a member of the Office of the Chairman of A&F since October 2015. Prior to joining A&F, she served in a number of senior management roles at Kohl's Inc., which operates family-oriented department stores and a website featuring apparel, footwear, accessories, soft home products and...

  • Page 8
    ...; our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours; we have currently suspended our search for a new Chief Executive Officer and the continuance of our interim governance structure may create...

  • Page 9
    ... income is adversely affected. Our performance is subject 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...

  • Page 10
    ...our European stores where associates are represented by workers' councils and unions; gain and retain acceptance from foreign customers; localize our online brand experience and e-commerce capabilities; secure franchise or other business venture partners; foster current relationships and develop new...

  • 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
    ..., credit card fraud and identity theft that would cause us to incur unexpected expenses and reputation loss. In the standard course of business, we process customer information, including payment information, through our stores and direct-to-consumer programs. Rapidly evolving technologies and types...

  • Page 13
    ... third-party distributions centers internationally to manage the receipt, storage, sorting, packing and distribution of our merchandise. Our two distribution centers located in New Albany, Ohio, service our North American stores and direct-to-consumer customers outside of Europe and Asia. We also...

  • Page 14
    .... We are subject to income taxes in many U.S. and foreign jurisdictions. In addition, our products are subject to import and excise duties and/or sales, consumption or value-added taxes ("VAT") in many jurisdictions. We record tax expense based on our estimates of future payments, which include...

  • Page 15
    ...amount of net sales and operating income occurring in the fourth fiscal quarter. Severe weather conditions and changes in weather patterns can influence customer trends, consumer traffic and shopping habits. Unseasonably warm temperatures in the winter or cool temperatures in the summer may diminish...

  • Page 16
    ... significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that have required the SEC to adopt additional rules and regulations in these areas. Stockholder activism, the current political environment, financial reform legislation and the current high level...

  • Page 17
    ... of the home office, distribution and shipping facilities centralized on a campus-like setting in New Albany, Ohio, 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, New York and Los...

  • Page 18
    ... with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes reserves for the outcome of litigation where losses are deemed probable and reasonably estimable. The Company's assessment of the current exposure could change in the event of the discovery of...

  • Page 19
    ... 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 2015 and Fiscal 2014: Sales Price High Fiscal 2015 4th quarter 3rd quarter 2nd quarter 1st quarter Fiscal 2014 4th quarter 3rd...

  • Page 20
    Table of Contents The following graph shows the changes, over the five-year period ended January 30, 2016 (the last day of A&F's Fiscal 2015) in the value of $100 invested in (i) shares of A&F's Common Stock; (ii) the Standard & Poor's 500 Stock Index (the "S&P 500 Index"); (iii) the Standard & Poor...

  • Page 21
    ... open as the same brand at least one year and whose square footage has not been expanded or reduced by more than 20% within the past year, with prior year's net sales converted at the current year's exchange rate to remove the impact of currency fluctuation, and (2) year-over-year direct-to-consumer...

  • Page 22
    ... the Company's Abercrombie & Fitch and abercrombie kids brands, and Hollister. These operating segments have similar economic characteristics, classes of consumers, products and production and distribution methods, and have been aggregated into one reportable segment. For Fiscal 2015, net sales...

  • Page 23
    ... income Net income attributable to A&F Net income per diluted share attributable to A&F $ $ $ GAAP 61.3% 72,838 35,576 0.51 $ $ $ Fiscal 2014 (in thousands, except gross profit rate and per share amounts) Gross profit rate Operating income Net income attributable to A&F Net income per diluted share...

  • Page 24
    ... new stores and store updates and approximately $70 million for direct-toconsumer/omnichannel and IT investments to support growth and continuous profit improvement We plan to open approximately 15 full-price stores in Fiscal 2016, including approximately 10 in international markets, primarily China...

  • Page 25
    ... margin, defined as sales price less original cost, by brand and product category; Stores and distribution expense as a percentage of net sales; Marketing, general and administrative expense as a percentage of net sales; Operating income and operating income as a percentage of net sales; Net income...

  • Page 26
    ... fixtures associated with changes to the Abercrombie and Hollister store experiences. Includes charges related to lease terminations and store closures. Includes charges related to the Company's profit improvement initiative. Stores and distribution expense as a percentage of net sales and adjusted...

  • Page 27
    ... & Fitch flagship store in Hong Kong as well as certain fixtures that were removed in connection with changes to the Abercrombie and Hollister store experiences. For Fiscal 2014, store-related asset impairment charges primarily related to the Company's Abercrombie & Fitch flagship store locations in...

  • Page 28
    ... prior year sales at current year foreign currency exchange rates, divided by number of units sold), a decrease in average unit cost and the net year-over-year impact of certain items presented in the above table. Excluding certain items, as presented above, adjusted non-GAAP operating income as...

  • Page 29
    ... Fitch and abercrombie kids brands. Represents net sales from the Company's Gilly Hicks operations. See Note 16, "GILLY HICKS RESTRUCTURING," of the Notes to Consolidated Financial Statements included in "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA," for additional information on the Company...

  • Page 30
    ... shipping promotions in the direct-to-consumer business, partially offset by lower average unit cost. Stores and Distribution Expense Fiscal 2014 (in thousands) Stores and distribution expense Lease termination and store closure costs(1) Profit improvement initiative (2) Fiscal 2013 % of Net Sales...

  • Page 31
    ... fair value. For Fiscal 2014, store-related asset impairment charges are 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, the Company incurred charges...

  • Page 32
    ..., for Fiscal 2014 compared to adjusted non-GAAP net income and net income per diluted share attributable to A&F of $150.6 million and $1.91, respectively, for Fiscal 2013. LIQUIDITY AND CAPITAL RESOURCES HISTORICAL SOURCES AND USES OF CASH Seasonality of Cash Flows The Company's business has two...

  • Page 33
    ... Fiscal 2014 associated with a decrease in accounts payable and accrued expenses driven by cash payments related to Gilly Hicks restructuring for Fiscal 2014. The Company also experienced $41.6 million less of a cash inflow from the year-over-year reduction in inventory balances for Fiscal 2015 as...

  • Page 34
    ... investing activities in Fiscal 2015, Fiscal 2014 and Fiscal 2013 were used primarily for new store construction, store remodels, information technology, and direct-to-consumer and omnichannel capabilities. Fiscal 2015 cash investing activities also included proceeds from the sale of a Company-owned...

  • Page 35
    ... 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--Leased...

  • Page 36
    ...price stores and 9 U.S. outlet stores. In addition, the Company closed 55 U.S. stores and four international stores. Store count and gross square footage by brand and geography are presented below: Abercrombie (1) United States February 1, 2014 New Closed January 31, 2015 New Closed January 30, 2016...

  • Page 37
    ... income by approximately $2.0 million for multiple factors and assumptions including demand forecasts, Fiscal 2015. current sales volumes, expected sell-off activity, composition and aging of inventory, historical recoverability experience and risk of obsolescence from changes in economic conditions...

  • Page 38
    ... currently available evidence. Changes will impact the income tax provision and the effective tax rate in the period in which an adjustment is made. The Company recognizes accrued interest and penalties related to uncertain tax positions as a component of tax expense. Legal Contingencies The Company...

  • Page 39
    ... the actual change in interest expense due to various conditions which may result 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. Since the...

  • Page 40
    ...share amounts) 2015 Net sales Cost of sales, exclusive of depreciation and amortization Gross profit Stores and distribution expense Marketing, general and administrative expense Restructuring (benefit) charge Asset impairment Other operating income, net Operating income Interest expense, net Income...

  • Page 41
    ... and January 31, 2015 Paid-in capital Retained earnings Accumulated other comprehensive loss, net of tax Treasury stock, at average cost: 35,952 and 33,948 shares at January 30, 2016 and January 31, 2015, respectively Total Abercrombie & Fitch Co. stockholders' equity Noncontrolling interests Total...

  • Page 42
    Table of Contents ABERCROMBIE & FITCH CO. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Thousands, except per share amounts) Common stock Shares Par outstanding value Balance, February 2, 2013 Net income Purchase of common stock Dividends ($0.80 per share) Share-based compensation issuances and ...

  • Page 43
    ... lease credits Provision for (Benefit from) deferred income taxes Share-based compensation Changes in assets and liabilities Inventories, net Accounts payable and accrued expenses Lessor construction allowances Income taxes Other assets Other liabilities Net cash provided by operating activities...

  • Page 44
    ...& Fitch, abercrombie kids, and Hollister brands. The Company operates stores in North America, Europe, Asia and the Middle East and direct-to-consumer operations in North America, Europe and Asia that serve its customers throughout the world. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles...

  • Page 45
    ... of sales, exclusive of depreciation and amortization on the Consolidated Statements of Operations and Comprehensive Income (Loss). The lower of cost or market reserve is based on an analysis of historical experience, composition and aging of the inventory and management's judgment regarding future...

  • Page 46
    ...audits and changes in tax legislation and/or regulations. At the beginning of the fourth quarter of Fiscal 2015, the Company restructured its international operations to support its omnichannel initiatives. As a result of the restructuring, the Company no longer believes that future net income as of...

  • Page 47
    ... direct shipping and handling costs are classified as stores and distribution expense in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss). Sales are recorded net of an allowance for estimated returns, associate discounts, and promotions and other similar customer...

  • Page 48
    ...(Loss). Marketing, general & administrative expense Marketing, general and administrative expense includes: photography and social media; store marketing; home office compensation, except for those departments included in stores and distribution expense; information technology; outside services such...

  • Page 49
    ... as a component of "stores and distribution expense." 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 and diluted...

  • Page 50
    ... 69,417 8,967 2014 103,300 (31,515) 71,785 1,152 72,937 6,144 2013 103,300 (26,143) 77,157 1,509 78,666 4,630 Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income per diluted share because the impact...

  • Page 51
    ... goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. This standard requires, for each annual and interim reporting period, an entity's management to evaluate whether there are conditions or...

  • Page 52
    ...and Liabilities: The Company's borrowings under the Company's credit facilities are carried at historical cost in the accompanying Consolidated Balance Sheets. For disclosure purposes, the Company estimated the fair value of borrowings outstanding based on market rates for similar types of debt. The...

  • Page 53
    ... fair value. The asset impairment charges primarily 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 its corporate...

  • Page 54
    ... of sales trends on the profitability of a number of stores identified in the third quarter of Fiscal 2013 as well as fiscal year-end review of store-related long-lived assets. The non-cash asset impairment charges primarily related to 23 Abercrombie & Fitch stores, four abercrombie kids stores, and...

  • Page 55
    ...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 operations. 9. DEFERRED LEASE CREDITS Deferred lease credits are derived from...

  • Page 56
    ...rate is as follows: Fiscal 2015 U.S. Federal income tax rate State income tax, net of U.S. federal income tax effect Foreign taxation of non-U.S. operations U.S. taxation of non-U.S. operations Net change in valuation allowances Audit and other adjustments to prior years' accruals Statutory tax rate...

  • Page 57
    ... carryforward period. As of January 30, 2016, the Company had deferred tax assets related to state credit carryforwards of $0.9 million, net of valuation allowances that could be utilized to reduce future years' tax liabilities. If not utilized, the credit carryforwards will begin to expire in 2017...

  • Page 58
    ... 2014. The Internal Revenue Service ("IRS") is currently conducting an examination of the Company's U.S. federal income tax return for Fiscal 2015 as part of the IRS' Compliance Assurance Process program. The IRS examinations for Fiscal 2014 and prior years have been completed and settled. State...

  • Page 59
    ... was used to repay the outstanding balance of approximately $127.5 million under the Company's 2012 Term Loan Agreement, to repay outstanding borrowings of approximately $60 million under the Company's 2011 Credit Agreement and to pay fees and expenses associated with the transaction. The Term Loan...

  • Page 60
    ...windfall pool of excess tax benefits as of January 30, 2016, is sufficient to fully absorb any shortfall which may develop associated with awards currently outstanding. The Company adjusts share-based compensation expense on a quarterly basis for actual forfeitures and for changes to the estimate of...

  • Page 61
    ...change in fair value would be recognized in current period expense based on the requisite service period rendered. Plans As of January 30, 2016, the Company had two primary share-based compensation plans: the 2005 LTIP, under which the Company grants stock appreciation rights, restricted stock units...

  • Page 62
    ... weekly stock closing price, adjusted for stock splits and dividends. The weighted-average assumptions used in the Black-Scholes option-pricing model for stock appreciation rights granted during Fiscal 2015, Fiscal 2014 and Fiscal 2013 were as follows: Executive Officers 2015 Grant date market price...

  • Page 63
    ... Contents ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Restricted Stock Units The following table summarizes activity for restricted stock units for Fiscal 2015: Service-based Restricted Stock Units Number of Underlying Shares Unvested at January 31, 2015 Granted...

  • Page 64
    ... ABERCROMBIE & FITCH CO. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The weighted-average assumptions used for market-based restricted stock units in the Monte Carlo simulation during Fiscal 2015 and Fiscal 2014 were as follows: Fiscal 2015 Grant date market price Fair value Assumptions...

  • Page 65
    ... are reported in U.S. Dollars equivalent as of January 30, 2016. The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets/liabilities. Examples of monetary assets/liabilities include cash balances, receivables and payables...

  • Page 66
    ...January 31, 2015 January 30, 2016 January 31, 2015 Cost of sales, exclusive of depreciation and amortization Derivatives in cash flow hedging relationships: $ 7,204 $ 16,572 $ 15,596 $ 440 Other operating income, net $ 242 $ 215 (3) The amount represents the change in fair value of...

  • Page 67
    ...Company substantially completed the store closures in the first quarter of Fiscal 2014. Below is a summary of the aggregate pre-tax charges incurred through January 30, 2016 related to the closure of the Gilly Hicks branded stores: (in thousands) Lease terminations and store closure (benefits) costs...

  • Page 68
    ... & Fitch and abercrombie kids brands, and Hollister. These operating segments have similar economic characteristics, class of consumers, products and production and distribution methods, and have been aggregated into one reportable segment. The following table provides the Company's net sales by...

  • Page 69
    ... FINANCIAL CONDITION AND RESULTS OF OPERATIONS," of this Annual Report on Form 10-K for information regarding items included below that could affect comparability between quarter results. (in thousands, except per share amounts) Fiscal Quarter 2015 Net sales Gross profit Net income (loss) Net income...

  • Page 70
    ... for each of the three years in the period ended January 30, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30...

  • Page 71
    ... the Executive Vice President and Chief Financial Officer of A&F concluded that A&F's disclosure controls and procedures were effective at a reasonable level of assurance as of January 30, 2016, the end of the period covered by this Annual Report on Form 10-K. Management's Annual Report on Internal...

  • Page 72
    ... Proxy Statement for the Annual Meeting of Stockholders to be held on June 16, 2016. 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 73
    ... OWNERS AND MANAGEMENT" in A&F's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 16, 2016. Information regarding the number of securities to be issued and remaining available under equity compensation plans of the Company as of January 30, 2016 is incorporated...

  • Page 74
    ...are filed as a part of this Annual Report on Form 10-K: (1) Consolidated Financial Statements: Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014. Consolidated Balance Sheets at January 30, 2016 and...

  • Page 75
    ... Exhibit 10.1 to A&F's Current Report on Form 8-K dated and filed June 18, 2012 (File No. 001-12107). 1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors (reflects amendments through January 30, 2003 and the two-for-one stock split distributed June 15, 1999 to...

  • Page 76
    ...on Form 10-Q for the quarterly period ended August 2, 2008 (File No. 001-12107). Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, incorporated herein by reference to Exhibit 10.9 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003 (File No. 001-12107...

  • Page 77
    ... 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 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 (now known...

  • Page 78
    ... the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For associates (employees); grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.2 to A&F's Quarterly Report on Form 10...

  • Page 79
    ... not be associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.7 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107). Letter, dated April 3, 2014, from Abercrombie & Fitch to...

  • Page 80
    ... October 15, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.2 to A&F's Current Report on Form 8-K, dated and filed October 19, 2015 (File No. 001-12107). Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (II...

  • Page 81
    ... of Cash Flows for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014; 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 82
    ...ABERCROMBIE & FITCH CO. Date: March 28, 2016 By /s/ Joanne C. Crevoiserat Joanne C. Crevoiserat Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed...

  • Page 83
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  • Page 85
    APPENDIX Additional Information Regarding Abercrombie & Fitch Co. Not Filed as Part of Annual Report on Form 10-K for the Fiscal Year Ended January 30, 2016

  • Page 86
    ... AGENT American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 ANNUAL MEETING The Annual Meeting of Stockholders is scheduled for 10:00 a.m., Eastern Daylight Saving Time, on June 16, 2016, at the offices of Abercrombie & Fitch Co., 6301 Fitch Path, New Albany, Ohio...

  • Page 87
    ... Executive Officer of Sears, Roebuck and Co. Retired Managing Partner of Columbus, Ohio Office of Ernst & Young LLP Vice Chair of Hudson's Bay Company (North American retailer) Chairman of the Board of Tuesday Morning Corporation (closeout retailer of upscale decorative home accessories, housewares...