UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 10-Q 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 1, 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 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
Not Applicable
(Former name, former address and former fiscal year, if changed since last report) 
 
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.    x  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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    x  Yes    ¨  No
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
x
Accelerated filer
¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class A Common Stock
 
Outstanding at September 4, 2015
$.01 Par Value
 
68,982,160 Shares




ABERCROMBIE & FITCH CO.
TABLE OF CONTENTS
 

2


PART I. FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

ABERCROMBIE & FITCH CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
(Thousands, except per share amounts)
(Unaudited)



 
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
 
August 1, 2015
 
August 2, 2014
NET SALES
$
817,756

 
$
890,605

 
$
1,527,178

 
$
1,713,033

Cost of goods sold
307,894

 
337,649

 
605,767

 
648,418

GROSS PROFIT
509,862

 
552,956

 
921,411

 
1,064,615

Stores and distribution expense
389,193

 
426,301

 
780,831

 
843,872

Marketing, general and administrative expense
119,846

 
111,033

 
227,379

 
234,614

Restructuring charge (benefit)

 
419

 
(1,598
)
 
6,052

Asset impairment

 

 
6,133

 

Other operating income, net
(1,139
)
 
(4,290
)
 
(3,099
)
 
(7,910
)
OPERATING INCOME (LOSS)
1,962

 
19,493

 
(88,235
)
 
(12,013
)
Interest expense, net
4,567

 
2,020

 
9,206

 
4,017

(LOSS) INCOME BEFORE TAXES
(2,605
)
 
17,473

 
(97,441
)
 
(16,030
)
Tax (benefit) expense
(3,217
)
 
4,596

 
(34,807
)
 
(5,236
)
NET INCOME (LOSS)
612

 
12,877

 
(62,634
)
 
(10,794
)
Less: Net income attributable to noncontrolling interest
1,422

 

 
1,422

 

NET (LOSS) INCOME ATTRIBUTABLE TO ABERCROMBIE & FITCH CO.
$
(810
)
 
$
12,877

 
$
(64,056
)
 
$
(10,794
)
 
 
 
 
 
 
 
 
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO ABERCROMBIE & FITCH CO.:
 
 
 
 
 
 
 
BASIC
$
(0.01
)
 
$
0.18

 
$
(0.92
)
 
$
(0.15
)
DILUTED
$
(0.01
)
 
$
0.17

 
$
(0.92
)
 
$
(0.15
)
 
 
 
 
 
 
 
 
WEIGHTED-AVERAGE SHARES OUTSTANDING:
 
 
 
 
 
 
 
BASIC
69,713

 
72,436

 
69,612

 
73,459

DILUTED
69,713

 
73,756

 
69,612

 
73,459

 
 
 
 
 
 
 
 
DIVIDENDS DECLARED PER SHARE
$
0.20

 
$
0.20

 
$
0.40

 
$
0.40

 
 
 
 
 
 
 
 
OTHER COMPREHENSIVE (LOSS) INCOME
 
 
 
 
 
 
 
Foreign currency translation adjustment
$
(9,856
)
 
$
(11,292
)
 
$
(9,871
)
 
$
3,574

Unrealized (loss) gain on derivative financial instruments, net of tax
(2,916
)
 
5,403

 
(8,336
)
 
2,274

Other comprehensive (loss) income
(12,772
)
 
(5,889
)
 
(18,207
)
 
5,848

COMPREHENSIVE (LOSS) INCOME
(12,160
)
 
6,988

 
(80,841
)
 
(4,946
)
Less: Comprehensive income attributable to noncontrolling interest
1,422

 

 
1,422

 

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO ABERCROMBIE & FITCH CO.
$
(13,582
)
 
$
6,988

 
$
(82,263
)
 
$
(4,946
)


The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
3


ABERCROMBIE & FITCH CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands, except par value amounts)
 


 
(unaudited)
 
 
 
August 1, 2015
 
January 31, 2015
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and equivalents
$
408,311

 
$
520,708

Receivables
72,477

 
52,910

Inventories, net
478,618

 
460,794

Deferred income taxes, net
40,724

 
13,986

Other current assets
103,012

 
116,574

TOTAL CURRENT ASSETS
1,103,142

 
1,164,972

PROPERTY AND EQUIPMENT, NET
947,053

 
967,001

OTHER ASSETS
372,006

 
373,194

TOTAL ASSETS
$
2,422,201

 
$
2,505,167

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
199,412

 
$
141,685

Accrued expenses
299,301

 
282,736

Short-term portion of deferred lease credits
25,304

 
26,629

Income taxes payable
3,094

 
32,804

Short-term portion of borrowings, net
2,017

 
2,102

TOTAL CURRENT LIABILITIES
529,128

 
485,956

LONG-TERM LIABILITIES:
 
 
 
Long-term portion of deferred lease credits
98,943

 
106,393

Long-term portion of borrowings, net
289,834

 
291,310

Leasehold financing obligations
48,381

 
50,521

Other liabilities
169,968

 
181,286

TOTAL LONG-TERM LIABILITIES
607,126

 
629,510

STOCKHOLDERS’ EQUITY:
 
 
 
Class A Common Stock - $0.01 par value: 150,000 shares authorized and 103,300 shares issued at each of August 1, 2015 and January 31, 2015
1,033

 
1,033

Paid-in capital
422,756

 
434,137

Retained earnings
2,458,325

 
2,550,673

Accumulated other comprehensive loss, net of tax
(101,787
)
 
(83,580
)
Treasury stock, at average cost: 33,700 and 33,948 shares at August 1, 2015 and January 31, 2015, respectively
(1,495,802
)
 
(1,512,562
)
TOTAL ABERCROMBIE & FITCH CO. STOCKHOLDERS’ EQUITY
1,284,525

 
1,389,701

Noncontrolling interest
1,422

 

TOTAL STOCKHOLDERS’ EQUITY
1,285,947

 
1,389,701

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,422,201

 
$
2,505,167



The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
4


ABERCROMBIE & FITCH CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
(Unaudited)
 


 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
OPERATING ACTIVITIES:
 
 
 
Net loss
$
(62,634
)
 
$
(10,794
)
Adjustments to reconcile net loss to net cash used for operating activities:
 
 
 
Depreciation and amortization
108,359

 
118,762

Asset impairment
6,133

 

Loss on disposal
4,447

 
2,340

Amortization of deferred lease credits
(14,624
)
 
(21,053
)
Benefit from deferred income taxes
(34,745
)
 
(15,027
)
Share-based compensation
14,083

 
11,470

Changes in assets and liabilities:
 
 
 
Inventories
(18,560
)
 
(19,729
)
Accounts payable and accrued expenses
47,433

 
(28,245
)
Lessor construction allowances
2,105

 
2,753

Income taxes
(35,556
)
 
(49,769
)
Other assets
(16,529
)
 
(1,540
)
Other liabilities
(20,665
)
 
(13,498
)
NET CASH USED FOR OPERATING ACTIVITIES
(20,753
)
 
(24,330
)
INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(69,121
)
 
(80,853
)
Proceeds from sale of property and equipment
11,109

 

NET CASH USED FOR INVESTING ACTIVITIES
(58,012
)
 
(80,853
)
FINANCING ACTIVITIES:
 
 
 
Purchase of treasury stock

 
(210,000
)
Repayments of borrowings
(1,500
)
 
(7,500
)
Proceeds from borrowings

 
60,000

Other financing activities
(1,053
)
 
225

Dividends paid
(27,785
)
 
(29,221
)
NET CASH USED FOR FINANCING ACTIVITIES
(30,338
)
 
(186,496
)
EFFECT OF EXCHANGE RATES ON CASH
(3,294
)
 
2,303

NET DECREASE IN CASH AND EQUIVALENTS:
(112,397
)
 
(289,376
)
Cash and equivalents, beginning of period
520,708

 
600,116

CASH AND EQUIVALENTS, END OF PERIOD
$
408,311

 
$
310,740

SIGNIFICANT NON-CASH INVESTING ACTIVITIES:
 
 
 
Change in accrual for construction in progress
$
26,030

 
$
(1,931
)
SUPPLEMENTAL INFORMATION:
 
 
 
Cash paid for interest
$
7,740

 
$
1,819

Cash paid for income taxes, net of refunds
$
41,419

 
$
61,285



The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
5


ABERCROMBIE & FITCH CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

Nature of Business

Abercrombie & Fitch Co. (“A&F”), through its subsidiaries (collectively, A&F and its subsidiaries are referred to as “Abercrombie & Fitch” or the “Company”), is a specialty retailer of branded apparel and accessories. 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 service its brands throughout the world.

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the historical financial statements of, and transactions applicable to, the Company and reflect its assets, liabilities, results of operations and cash flows. The Company has a 49% equity interest in Hollister Fashion LLC, a United Arab Emirates joint operation with Majid al Futtaim Fashion L.L.C. ("MAF") which meets the definition of a variable interest entity (“VIE”). The Company has the ability to significantly influence the business and is deemed to be the primary beneficiary of the VIE. Accordingly, the Company has consolidated the operating results, assets and liabilities of the VIE, with MAF's portion of net income presented as net income attributable to noncontrolling interest ("NCI") in the Company's Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and the equity owned by MAF presented as NCI in the Condensed Consolidated Balance Sheets. The Company began presenting income attributable to NCI in the second quarter of Fiscal 2015. Income attributable to NCI of $1.4 million for the second quarter of Fiscal 2015 includes $1.1 million related to prior periods' operating results.

Fiscal Year

The Company’s fiscal year ends on the Saturday closest to January 31. All references herein to “Fiscal 2015” and “Fiscal 2014” represent the 52-week fiscal years ending on January 30, 2016 and January 31, 2015, respectively.

Interim Financial Statements

The Condensed Consolidated Financial Statements as of August 1, 2015 and for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in A&F’s Annual Report on Form 10-K for Fiscal 2014 filed with the SEC on March 30, 2015. The January 31, 2015 consolidated balance sheet data were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”).

In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments (which are of a normal recurring nature) necessary to state fairly, in all material respects, the financial position and results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for Fiscal 2015.

The thirteen and twenty-six weeks ended August 1, 2015 and August 1, 2014 include the correction of certain errors relating to prior years. The impact of amounts recorded out-of-period resulted in a decrease in income tax benefit of $1.1 million for the thirteen weeks ended August 1, 2015 and an increase in net income attributable to non-controlling interest of $1.1 million and $0.8 million for the thirteen and twenty-six weeks ended August 1, 2015, respectively. The impact of amounts recorded out-of-period resulted in a decrease in pre-tax income of $1.4 million for the thirteen weeks ended August 2, 2014, and an increase in pre-tax loss of $2.9 million for the twenty-six weeks ended August 2, 2014. The Company does not believe these corrections were material to any current or prior interim or annual periods that were affected.

The Condensed Consolidated Financial Statements as of August 1, 2015 and for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014 included herein have been reviewed by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and the report of such firm follows the Notes to Condensed Consolidated Financial Statements.


6


PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the “Act”) for their report on the condensed consolidated financial statements because their report is not a “report” or a “part” of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

Contingencies

The Company is a defendant in lawsuits and other adversary proceedings arising in the ordinary course of business. Legal costs incurred in connection 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 additional facts with respect to legal matters pending against the Company or determinations by judges, juries, administrative agencies or other finders of fact that are not in accordance with the Company’s evaluation of claims. Actual liabilities may exceed the amounts reserved, and there can be no assurance that final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. There are certain claims and legal proceedings pending against the Company for which accruals have not been established.

In the second quarter of Fiscal 2015, the Company accrued approximately $15.8 million for certain proposed legal settlement charges.

Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements that could affect the Company's financial statements:
Standard
 
Description
 
Date of
Adoption
 
Effect on the Financial Statements or Other Significant Matters
Standard adopted
ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs
 
This standard amends ASC 835, Interest—Imputation of Interest. The amendment provides guidance on the financial statement presentation of debt issuance costs as a direct reduction of a liability when associated with a liability.
 
February 1, 2015
 
The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.
Standards not yet adopted
ASU 2014-09, Revenue from Contracts with Customers
 
This standard supersedes the revenue recognition requirements in "Revenue Recognition (Topic 605)." The new ASC guidance requires entities to recognize revenue in a way that depicts the transfer of promised 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.
 
February 4, 2018
 
The Company is currently evaluating the potential impact of this standard.
ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period
 
This standard amends ASC 718, Compensation—Stock Compensation. The amendment provides guidance on the treatment of share-based payment awards with a specific performance target, requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.
 
January 31, 2016
 
The adoption of this amendment is not expected to have a material impact on the Company's consolidated financial statements.
ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis
 
These amendments provide guidance which change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities.
 
January 29, 2017
 
The adoption of this amendment is not expected to have a material impact on the Company's consolidated financial statements.
ASU 2015-11, Simplifying the Measurement of Inventory
 
This standard amends ASC 330, Inventory. This amendment applies to inventory measured using first-in, first-out (FIFO) or average cost. Under this amendment, inventory should be measured at the lower of cost and net realizable value, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
 
January 29, 2017
 
The adoption of this amendment is not expected to have a material impact on the Company's consolidated financial statements.



7



2. NET (LOSS) INCOME PER SHARE

Net (loss) income per basic and diluted share is computed based on the weighted-average number of outstanding shares of common stock.

Weighted-average shares outstanding and anti-dilutive shares:
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
(in thousands)
August 1, 2015
 
August 2, 2014
 
August 1, 2015
 
August 2, 2014
Shares of common stock issued
103,300

 
103,300

 
103,300

 
103,300

Treasury shares
(33,587
)
 
(30,864
)
 
(33,688
)
 
(29,841
)
Weighted-average — basic shares
69,713

 
72,436

 
69,612

 
73,459

Dilutive effect of share-based compensation awards

 
1,320

 

 

Weighted-average — diluted shares
69,713

 
73,756

 
69,612

 
73,459

Anti-dilutive shares (1)
12,258

 
5,662

 
12,258

 
11,403


(1) 
Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net (loss) income per diluted share because the impact would have been anti-dilutive.


3. SHARE-BASED COMPENSATION

The Company issues stock appreciation rights and restricted stock units, including those with service, performance and market vesting conditions. The Company recognized share-based compensation expense of $7.2 million and $14.1 million for the thirteen and twenty-six weeks ended August 1, 2015, respectively, and $6.1 million and $11.5 million for the thirteen and twenty-six weeks ended August 2, 2014, respectively. The Company also recognized tax benefits related to share-based compensation of $2.5 million and $4.8 million for the thirteen and twenty-six weeks ended August 1, 2015, respectively, and $2.3 million and $4.3 million for the thirteen and twenty-six weeks ended August 2, 2014, respectively.

Stock Options

The following table summarizes stock option activity for the twenty-six weeks ended August 1, 2015:
 
Number of
Underlying
Shares
 
Weighted-Average
Exercise Price
 
Aggregate
Intrinsic Value
 
Weighted-Average
Remaining
Contractual Life
Outstanding at January 31, 2015
328,100

 
$
64.64

 
 
 
 
Granted

 

 
 
 
 
Exercised

 

 
 
 
 
Forfeited or expired
(19,500
)
 
65.87

 
 
 
 
Outstanding at August 1, 2015
308,600

 
$
64.56

 
$

 
2.2
Stock options exercisable at August 1, 2015
308,600

 
$
64.56

 
$

 
2.2

The Company did not grant any stock options during the twenty-six weeks ended August 1, 2015 or August 2, 2014. No stock options were exercised during the twenty-six weeks ended August 1, 2015. The intrinsic value of stock options exercised was insignificant during the twenty-six weeks ended August 2, 2014.

As of August 1, 2015, there was no unrecognized compensation cost related to currently outstanding stock options.


8


Stock Appreciation Rights

The following table summarizes stock appreciation rights activity for the twenty-six weeks ended August 1, 2015:
 
Number of
Underlying
Shares
 
Weighted-Average
Exercise Price
 
Aggregate
Intrinsic Value
 
Weighted-Average
Remaining
Contractual Life
Outstanding at January 31, 2015
8,953,675

 
$
40.28

 
 
 
 
Granted
662,258

 
22.43

 
 
 
 
Exercised

 

 
 
 
 
Forfeited or expired
(78,225
)
 
43.31

 
 
 
 
Outstanding at August 1, 2015
9,537,708

 
$
39.02

 
$

 
2.6
Stock appreciation rights exercisable at August 1, 2015
8,345,009

 
$
40.32

 
$

 
1.7
Stock appreciation rights expected to become exercisable in the future as of August 1, 2015
1,044,928

 
$
29.92

 
$

 
9.1

The Company estimates the fair value of stock appreciation rights using the Black-Scholes option-pricing model. The weighted-average assumptions used in the Black-Scholes option-pricing model for stock appreciation rights granted during the twenty-six weeks ended August 1, 2015 and August 2, 2014, were as follows:
 
Executive Officers
 
All Other Associates
 
August 1, 2015
 
August 2, 2014
 
August 1, 2015
 
August 2, 2014
Grant date market price
$
22.46

 
$
37.85

 
$
22.39

 
$
38.62

Exercise price
$
22.46

 
$
38.44

 
$
22.39

 
$
38.62

Fair value
$
9.11

 
$
14.04

 
$
7.99

 
$
13.58

Assumptions:
 
 
 
 
 
 
 
Price volatility
49
%
 
50
%
 
49
%
 
50
%
Expected term (years)
6.1

 
4.9

 
4.4

 
4.1

Risk-free interest rate
1.5
%
 
1.6
%
 
1.2
%
 
1.4
%
Dividend yield
1.7
%
 
2.0
%
 
1.7
%
 
1.9
%

Compensation expense for stock appreciation rights is recognized on a straight-line basis over the awards’ requisite service period, net of forfeitures. As of August 1, 2015, there was $10.2 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock appreciation rights. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 18 months.

No stock appreciation rights were exercised during the twenty-six weeks ended August 1, 2015. The total intrinsic value of stock appreciation rights exercised during the twenty-six weeks ended August 2, 2014 was $1.5 million. The grant date fair value of stock appreciation rights that vested during the twenty-six weeks ended August 1, 2015 and August 2, 2014 was $4.2 million and $7.2 million, respectively.


9


Restricted Stock Units

The following table summarizes activity for restricted stock units for the twenty-six weeks ended August 1, 2015:
 
Service-based Restricted
Stock Units
 
Performance-based Restricted
Stock Units
 
Market-based Restricted
Stock Units
 
Number of 
Underlying
Shares
 
Weighted-
Average Grant
Date Fair Value
 
Number of 
Underlying
Shares
 
Weighted-
Average Grant
Date Fair Value
 
Number of 
Underlying
Shares
 
Weighted-
Average Grant
Date Fair Value
Unvested at January 31, 2015
1,566,272

 
$
37.81

 
205,420

 
$
32.05

 
36,374

 
$
40.13

Granted (1)
966,618

 
20.70

 
113,331

 
20.10

 
113,337

 
19.04

Adjustments for performance achievement

 

 
(28,250
)
 
36.14

 

 

Vested
(394,804
)
 
42.82

 
(48,668
)
 
38.24

 

 

Forfeited
(110,900
)
 
36.29

 
(7,125
)
 
36.21

 

 

Unvested at August 1, 2015
2,027,186

 
$
28.77

 
234,708

 
$
24.38

 
149,711

 
$
24.16


(1)
Includes 226,668 shares at 100% of their target vesting amount related to grants of restricted stock units with performance vesting conditions.

Fair value of both service-based and performance-based restricted stock units is calculated using the market price of the underlying Common Stock on the date of grant reduced for anticipated dividend payments on unvested shares. In determining fair value, the Company does not take into account performance-based vesting requirements. Performance-based vesting requirements are taken into account in determining the number of awards expected to vest. For market-based restricted stock units, fair value is calculated using a Monte Carlo simulation with the number of shares that ultimately vest dependent on the Company's total stockholder return measured against the total stockholder return of a select group of peer companies over a three-year period. For an award with performance-based or market-based vesting requirements, the number of shares that ultimately vest can vary from 0% to 200% of target depending on the level of achievement of performance criteria.

Service-based restricted stock units are expensed on a straight-line basis over the total requisite service period, net of forfeitures. Performance-based restricted stock units subject to graded vesting are expensed on an accelerated attribution basis, net of forfeitures. Market-based restricted stock units without graded vesting features are expensed on a straight-line basis over the requisite service period, net of forfeitures.

As of August 1, 2015, there was $37.0 million, $2.2 million and $2.7 million of total unrecognized compensation cost, net of estimated forfeitures, related to service-based, performance-based and market-based restricted stock units, respectively. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 15 months, 14 months and 15 months for service-based, performance-based and market-based restricted stock units, respectively.

Additional information pertaining to restricted stock units for the twenty-six weeks ended August 1, 2015 and August 2, 2014 follows:
(in thousands)
August 1, 2015
 
August 2, 2014
Service-based restricted stock units:
 
 
 
Total grant date fair value of awards granted
$
20,009

 
$
19,630

Total grant date fair value of awards vested
16,906

 
15,841

 
 
 
 
Performance-based restricted stock units:
 
 
 
Total grant date fair value of awards granted
$
2,278

 
$
4,470

Total grant date fair value of awards vested
1,861

 
515

 
 
 
 
Market-based restricted stock units:
 
 
 
Total grant date fair value of awards granted
$
2,158

 
$
3,576

Total grant date fair value of awards vested

 



10


The weighted-average assumptions used for market-based restricted stock units used in the Monte Carlo simulation during the twenty-six weeks ended August 1, 2015 and August 2, 2014 were as follows:
 
August 1, 2015
 
August 2, 2014
Grant date market price
$
22.46

 
$
38.50

Fair value
$
19.04

 
$
46.86

Assumptions:
 
 
 
Price volatility
45
%
 
50
%
Expected term (years)
2.8

 
2.8

Risk-free interest rate
0.9
%
 
0.8
%
Dividend yield
3.5
%
 
2.1
%
Average volatility of peer companies
34.0
%
 
37.3
%
Average correlation coefficient of peer companies
0.3288

 
0.3786



4. INVENTORIES, NET

Inventories, net consisted of:
(in thousands)
August 1, 2015
 
January 31, 2015
Inventories
$
519,209

 
$
484,865

Less: lower of cost or market reserve
(25,675
)
 
(12,707
)
Less: shrink reserve
(14,916
)
 
(11,364
)
Inventories, net
$
478,618

 
$
460,794


Inventories are valued at the lower of cost or market on a weighted-average cost basis. The Company reduces the carrying value of inventory through a lower of cost or market adjustment, the impact of which is reflected in cost of goods sold on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. This adjustment is based on management's judgment regarding future demand and market conditions, composition and the aging of the inventory, and analysis of historical experience.

Additionally, as part of inventory valuation, inventory shrinkage estimates based on historical trends from actual physical inventories are made each period that reduce the inventory value for lost or stolen items. The Company performs physical inventories on a periodic basis and adjusts the shrink reserve accordingly.


5. FAIR VALUE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs to measure fair value are as follows:

Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date.
Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly.
Level 3—inputs to the valuation methodology are unobservable.


11


The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The three levels of the hierarchy and the distribution within it of the Company’s assets and liabilities, measured at fair value on a recurring basis, were as follows:
 
Assets and Liabilities at Fair Value as of August 1, 2015
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
ASSETS:
 
 
 
 
 
 
 
Money market funds
$
56,459

 
$

 
$

 
$
56,459

Derivative financial instruments

 
4,099

 

 
4,099

Total assets measured at fair value
$
56,459

 
$
4,099

 
$

 
$
60,558

LIABILITIES:
 
 
 
 
 
 
 
Derivative financial instruments

 
676

 

 
676

Total liabilities measured at fair value
$

 
$
676

 
$

 
$
676

 
Assets and Liabilities at Fair Value as of January 31, 2015
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
ASSETS:
 
 
 
 
 
 
 
Money market funds
$
122,047

 
$

 
$

 
$
122,047

Derivative financial instruments

 
10,293

 

 
10,293

Total assets measured at fair value
$
122,047

 
$
10,293

 
$

 
$
132,340

LIABILITIES:
 
 
 
 
 
 
 
Derivative financial instruments

 

 

 

Total liabilities measured at fair value
$

 
$

 
$

 
$


The level 2 assets and liabilities consist of derivative financial instruments, primarily forward foreign currency exchange contracts. The fair value of forward foreign currency exchange contracts is determined 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 Company's credit facilities are carried at historical cost in the accompanying Condensed Consolidated Balance Sheets. For disclosure purposes, the Company estimated the fair value of borrowings outstanding using discounted cash flow analysis based on market rates obtained from independent third parties for similar types of debt. The inputs used to value the borrowings outstanding are considered to be Level 2 instruments.

The carrying amount and fair value of the Company's term loan facility were as follows:
(in thousands)
August 1, 2015
 
January 31, 2015
Gross borrowings outstanding, carrying amount
$
297,750

 
$
299,250

Gross borrowings outstanding, fair value
292,539

 
295,135


No borrowings were outstanding under the Company's senior secured revolving credit facility as of August 1, 2015 and January 31, 2015, respectively.


6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of:
(in thousands)
August 1, 2015
 
January 31, 2015
Property and equipment, at cost
$
2,802,562

 
$
2,797,250

Less: accumulated depreciation and amortization
(1,855,509
)
 
(1,830,249
)
Property and equipment, net
$
947,053

 
$
967,001


Long-lived assets, primarily comprised of property and equipment, are tested periodically for impairment or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Factors used in the evaluation include, but are not limited to, management’s plans for future operations, recent operating results, and projected cash flows.

12



Fair value of the Company's store-related assets is determined at the individual store level, primarily using a discounted cash flow model that utilizes Level 3 inputs. The estimation of future cash flows from operating activities requires significant estimates of factors that include future sales, gross margin performance and operating expenses. In instances where the discounted cash flow analysis indicated a negative value at the store level, the market exit price based on historical experience, and other comparable market data where applicable, was used to determine the fair value by asset type.

In certain lease arrangements, the Company is involved in the construction of the building. If it is determined that the Company has substantially all of the risks of ownership during construction of the leased property and therefore is deemed to be the owner of the construction project, the Company records an asset for the amount of the total project costs, including the portion funded by the landlord, and an amount related to the value attributed to the pre-existing leased building in Property and Equipment, Net, and a corresponding financing obligation in Leasehold Financing Obligations, on the Condensed Consolidated Balance Sheets. Once construction is complete, if it is determined that the asset does not qualify for sale-leaseback accounting treatment, the Company continues to amortize the obligation over the lease term and depreciates the asset over its useful life. The Company had $38.5 million and $40.1 million of construction project assets in Property and Equipment, Net at August 1, 2015 and January 31, 2015, respectively.


7. INCOME TAXES

The Company's quarterly tax provision, and the quarterly estimate of the annual effective tax rate, is subject to significant variation due to several factors, including variability in the pre-tax jurisdictional mix of earnings, changes in how the Company does business including entering into new businesses or geographies, foreign currency gains (losses), changes in law, regulations, and administrative practices, relative changes of expenses or losses for which tax benefits are not recognized, and the impact of discrete items. The impact of these items on the effective tax rate will be greater at lower levels of pre-tax income (loss).

The effective tax rates for the thirteen and twenty-six weeks ended August 1, 2015 were 123.4% and 35.7%, respectively. The effective tax rates for the thirteen and twenty-six weeks ended August 2, 2014 were 26.3% and 32.7%.


8. 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 use forward contracts to engage in currency speculation and does not enter into derivative financial instruments for trading purposes.

In order to qualify for hedge accounting treatment, a derivative must be considered highly effective at offsetting changes in either the hedged item’s cash flows or fair value. Additionally, the hedge relationship must be documented to include the risk management objective and strategy, the hedging instrument, the hedged item, the risk exposure, and how hedge effectiveness will be assessed prospectively and retrospectively. The extent to which a hedging instrument has been, and is expected to continue to be, effective at offsetting changes in fair value or cash flows is assessed and documented at least quarterly. Any hedge ineffectiveness is reported in current period earnings and hedge accounting is discontinued if it is determined that the derivative is not highly effective.

For derivatives that either do not qualify for hedge accounting or are not designated as hedges, all changes in the fair value of the derivative are recognized in earnings. For qualifying cash flow hedges, the effective portion of the change in the fair value of the derivative is recorded as a component of Other Comprehensive (Loss) Income (“OCI”) and recognized in earnings when the hedged cash flows affect earnings. The ineffective portion of the derivative gain or loss, as well as changes in the fair value of the derivative’s time value is recognized in current period earnings. The effectiveness of the hedge is assessed based on changes in the fair value attributable to changes in spot prices. The changes in the fair value of the derivative contract related to the changes in the difference between the spot price and the forward price are excluded from the assessment of hedge effectiveness and are also recognized in current period earnings. If the cash flow hedge relationship is terminated, the derivative gains or losses that are deferred in OCI will be recognized in earnings when the hedged cash flows occur. However, for cash flow hedges that are terminated because the forecasted transaction is not expected to occur in the original specified time period, or a two-month period thereafter, the derivative gains or losses are immediately recognized in earnings.

The Company uses derivative instruments, primarily forward contracts designated as cash flow hedges, to hedge the foreign currency exposure associated with forecasted foreign-currency-denominated inter-company inventory sales to foreign subsidiaries and the related settlement of the foreign-currency-denominated inter-company receivables. Fluctuations in exchange rates will either increase or decrease the Company’s inter-company equivalent cash flows and affect the Company’s U.S. Dollar earnings.

13


Gains or losses on the foreign currency exchange forward contracts that are used to hedge these exposures are expected to partially offset this variability. Foreign currency exchange forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon settlement date. These forward contracts typically have a maximum term of twelve months. The sale of the inventory to the Company’s customers will result in the reclassification of related derivative gains and losses that are reported in Accumulated Other Comprehensive Loss ("AOCL"). Substantially all of the unrealized gains or losses related to designated cash flow hedges as of August 1, 2015 will be recognized in cost of goods sold over the next twelve months.

The Company presents its derivative assets and derivative liabilities at their gross fair values on the Condensed Consolidated Balance Sheets. However, our master netting and other similar arrangements allow net settlements under certain conditions.

As of August 1, 2015, the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany inventory sales, the resulting settlement of the foreign-currency-denominated intercompany accounts receivable, or both:
(in thousands)
Notional Amount(1)
Euro
$
98,666

British Pound
$
22,590

Canadian Dollar
$
13,502


(1) 
Amounts are reported in U.S. Dollar equivalent as of August 1, 2015.

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. Fluctuations in exchange rates result in transaction gains/(losses) being recorded in earnings as U.S. GAAP requires that monetary assets/liabilities be remeasured at the spot exchange rate at quarter-end or upon settlement. The Company has chosen not to apply hedge accounting to these instruments because there are no differences in the timing of gain or loss recognition on the hedging instrument and the hedged item.

As of August 1, 2015, the Company had no outstanding foreign currency forward contracts that were entered into to hedge foreign-currency-denominated net monetary assets/liabilities.

The location and amounts of derivative fair values on the Condensed Consolidated Balance Sheets as of August 1, 2015 and January 31, 2015 were as follows:
 
Asset Derivatives
 
Liability Derivatives
(in thousands)
Balance Sheet Location
 
August 1,
2015
 
January 31,
2015
 
Balance Sheet Location
 
August 1,
2015
 
January 31,
2015
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange forward contracts
Other current assets
 
$
4,099

 
$
10,283

 
Other liabilities
 
$
676

 
$

Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange forward contracts
Other current assets
 
$

 
$
10

 
Other liabilities
 
$

 
$

Total
Other current assets
 
$
4,099

 
$
10,293

 
Other liabilities
 
$
676

 
$


Refer to Note 5, “FAIR VALUE,” for further discussion of the determination of the fair value of derivatives.


14


The location and amounts of derivative gains and losses for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014 on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income were as follows:
 
 
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
 
 
 
August 1, 2015
 
August 2, 2014
 
August 1, 2015
 
August 2, 2014
(in thousands)
Location
 
Gain/(Loss)
 
Gain/(Loss)
 
Gain/(Loss)
 
Gain/(Loss)
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
Foreign currency exchange forward contracts
Other operating income, net
 
$
264

 
$
459

 
$
424

 
$
(229
)
 
 
Effective Portion
 
Ineffective Portion and Amount Excluded from Effectiveness Testing
 
Amount of Gain (Loss) Recognized in OCI on Derivative Contracts (a)
 
Location of Gain (Loss) Reclassified from AOCL into Earnings
 
Amount of Gain (Loss) Reclassified from AOCL into Earnings (b)
 
Location of Gain Recognized in Earnings on Derivative Contracts
 
Amount of Gain  Recognized in Earnings on Derivative Contracts (c)
 
Thirteen Weeks Ended
(in thousands)
August 1,
2015
 
August 2,
2014
 
 
 
August 1,
2015
 
August 2,
2014
 
 
 
August 1,
2015
 
August 2,
2014
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange forward contracts
$
2,167

 
$
3,888

 
Cost of goods sold
 
$
4,839

 
$
(1,922
)
 
Other operating income, net
 
$
204

 
$
167

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Twenty-Six Weeks Ended
(in thousands)
August 1, 2015
 
August 2, 2014
 
 
 
August 1, 2015
 
August 2, 2014
 
 
 
August 1, 2015
 
August 2, 2014
Derivatives in cash flow hedging relationships:
 
 
 
 
 
 
 
 
 
 
Foreign currency exchange forward contracts
$
2,386

 
$
(1,136
)
 
Cost of goods sold
 
$
10,875

 
$
(3,355
)
 
Other operating income, net
 
$
239

 
$
170


(a)
The amount represents the change in fair value of derivative contracts due to changes in spot rates.
(b)
The amount represents the reclassification from AOCL into earnings when the hedged item affects earnings, which is when merchandise is sold to the Company’s customers.
(c)
The amount represents the change in fair value of derivative contracts due to changes in the difference between the spot price and forward price that is excluded from the assessment of hedge effectiveness and, therefore, recognized in earnings.


15



9. ACCUMULATED OTHER COMPREHENSIVE LOSS

The activity in accumulated other comprehensive loss for the thirteen and twenty-six weeks ended August 1, 2015 was as follows:
 
Thirteen Weeks Ended August 1, 2015
(in thousands)
Unrealized Gain (Loss) on Derivative Financial Instruments
 
Foreign Currency Translation Adjustment
 
Total
Beginning balance at May 2, 2015
$
7,680

 
$
(96,695
)
 
$
(89,015
)
Other comprehensive (loss) income before reclassifications
2,167

 
(9,856
)
 
(7,689
)
Reclassified from accumulated other comprehensive loss (1)
(4,839
)
 

 
(4,839
)
Tax effect on other comprehensive (loss) income
(244
)
 

 
(244
)
Unrealized loss on derivative financial instruments, net of taxes
(2,916
)
 
(9,856
)
 
(12,772
)
Ending balance at August 1, 2015
$
4,764

 
$
(106,551
)
 
$
(101,787
)
 
Twenty-Six Weeks Ended August 1, 2015
(in thousands)
Unrealized Gain (Loss) on Derivative Financial Instruments
 
Foreign Currency Translation Adjustment
 
Total
Beginning balance at January 31, 2015
$
13,100

 
$
(96,680
)
 
$
(83,580
)
Other comprehensive (loss) income before reclassifications
2,386

 
(9,871
)
 
(7,485
)
Reclassified from accumulated other comprehensive loss (1)
(10,875
)
 

 
(10,875
)
Tax effect on other comprehensive (loss) income
153

 

 
153

Unrealized loss on derivative financial instruments, net of taxes
(8,336
)
 
(9,871
)
 
(18,207
)
Ending balance at August 1, 2015
$
4,764

 
$
(106,551
)
 
$
(101,787
)

(1)  
For the thirteen and twenty-six weeks ended August 1, 2015, a loss was reclassified from other comprehensive (loss) income to the cost of goods sold line item on the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income.

The activity in accumulated other comprehensive loss for the thirteen and twenty-six weeks ended August 2, 2014 was as follows:
 
Thirteen Weeks Ended August 2, 2014
(in thousands)
Unrealized Gain (Loss) on Derivative Financial Instruments
 
Foreign Currency Translation Adjustment
 
Total
Beginning balance at May 3, 2014
$
(5,295
)
 
$
(3,885
)
 
$
(9,180
)
Other comprehensive (loss) income before reclassifications
3,888

 
(11,292
)
 
(7,404
)
Reclassified from accumulated other comprehensive loss (2)
1,922

 

 
1,922

Tax effect on other comprehensive (loss) income
(407
)
 

 
(407
)
Unrealized gain (loss) on derivative financial instruments, net of taxes
5,403

 
(11,292
)
 
(5,889
)
Ending balance at August 2, 2014
$
108

 
$
(15,177
)
 
$
(15,069
)
 
Twenty-Six Weeks Ended August 2, 2014
(in thousands)
Unrealized Gain (Loss) on Derivative Financial Instruments
 
Foreign Currency Translation Adjustment
 
Total
Beginning balance at February 1, 2014
$
(2,166
)
 
$
(18,751
)
 
$
(20,917
)
Other comprehensive (loss) income before reclassifications
(1,136
)
 
3,574

 
2,438

Reclassified from accumulated other comprehensive loss (2)
3,355

 

 
3,355

Tax effect on other comprehensive (loss) income
55

 

 
55

Unrealized gain on derivative financial instruments, net of taxes
2,274

 
3,574

 
5,848

Ending balance at August 2, 2014
$
108

 
$
(15,177
)
 
$
(15,069
)

(2) 
For the thirteen and twenty-six weeks ended August 2, 2014, the gain was reclassified from other comprehensive (loss) income to the cost of goods sold line item on the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income.


16



10. GILLY HICKS RESTRUCTURING

On November 1, 2013, A&F’s Board of Directors approved the closure of the Company’s 24 stand-alone Gilly Hicks stores. The Company substantially completed the store closures as planned by the end of the first quarter of Fiscal 2014. As a result of exiting the Gilly Hicks branded stores, approximately $88.3 million of cumulative pre-tax charges have been incurred to date, including a benefit of $1.6 million for the twenty-six weeks ended August 1, 2015, primarily related to better than expected lease exit terms. During Fiscal 2015, the Company's liability related to the Gilly Hicks restructuring decreased from approximately $6.0 million to approximately $2.9 million as of August 1, 2015 as a result of lease termination benefits and cash payments applied against the liability.


11. SEGMENT REPORTING

During the first quarter of Fiscal 2015, the Company substantially completed its transition to a branded organizational structure. In conjunction with the change, the Company determined its brand-based operating segments to be Abercrombie, which includes the Company's Abercrombie & 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 operating segment for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014.
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
(in thousands)
August 1, 2015
 
August 2, 2014
 
August 1, 2015
 
August 2, 2014
Abercrombie
$
380,615

 
$
420,506

 
$
720,367

 
$
806,785

Hollister
437,141

 
464,579

 
806,727

 
886,212

Other (1)

 
5,520

 
84

 
20,036

Total
$
817,756

 
$
890,605

 
$
1,527,178

 
$
1,713,033


(1)  
Represents net sales from the Company's Gilly Hicks operations. See Note 10, "GILLY HICKS RESTRUCTURING," for additional information on the Company's exit from Gilly Hicks branded stores.

The following table provides the Company’s net sales by geographic area for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014.
 
Thirteen Weeks Ended
 
Twenty-Six Weeks Ended
(in thousands)
August 1, 2015
 
August 2, 2014
 
August 1, 2015
 
August 2, 2014
United States
$
514,526

 
$
546,245

 
$
963,415

 
$
1,050,641

Europe
200,150

 
248,396

 
366,234

 
484,010

Other
103,080

 
95,964

 
197,529

 
178,382

Total
$
817,756

 
$
890,605

 
$
1,527,178

 
$
1,713,033


17




Report of Independent Registered Public Accounting Firm

To the Board of Directors and
Stockholders of Abercrombie & Fitch Co.:

We have reviewed the accompanying condensed consolidated balance sheet of Abercrombie & Fitch Co. as of August 1, 2015, and the related condensed consolidated statements of operations and comprehensive income (loss) for the thirteen and twenty-six week periods ended August 1, 2015 and August 2, 2014 and the condensed consolidated statements of cash flows for the twenty-six week periods ended August 1, 2015 and August 2, 2014. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of January 31, 2015, and the related consolidated statements of operation and comprehensive income, of stockholders’ equity, and of cash flows for the year then ended (not presented herein), and in our report dated March 30, 2015, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 31, 2015, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.




/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
September 10, 2015
 

18


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OVERVIEW

BUSINESS SUMMARY

The Company is a specialty retailer that operates stores in North America, Europe, Asia and the Middle East and direct-to-consumer operations in North America, Europe and Asia that service its brands throughout the world. The Company sells casual sportswear apparel, including knit tops and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters, and outerwear; personal care products; and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids and Hollister brands.

The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal years are designated in the consolidated financial statements and notes by the calendar year in which the fiscal year commences. All references herein to “Fiscal 2015” represent the 52-week fiscal year that will end on January 30, 2016, and to “Fiscal 2014” represent the 52-week fiscal year that ended January 31, 2015.

For the second quarter of Fiscal 2015, net sales decreased 8% to $817.8 million from $890.6 million for the second quarter of Fiscal 2014. The gross profit rate for the second quarter of Fiscal 2015 was 62.3% compared to 62.1% for the second quarter of Fiscal 2014. Operating income was $2.0 million for the second quarter of Fiscal 2015 compared to $19.5 million for the second quarter of Fiscal 2014. Net loss and net loss per diluted share attributable to Abercrombie & Fitch Co. was $0.8 million and $0.01, respectively, for the second quarter of Fiscal 2015, compared to net income and net income per diluted share attributable to Abercrombie & Fitch Co. of $12.9 million and $0.17, respectively, for the second quarter of Fiscal 2014.
For the Fiscal 2015 year-to-date period, net sales decreased 11% to $1.527 billion from $1.713 billion for the comparable period of Fiscal 2014. The gross profit rate for the Fiscal 2015 year-to-date period was 60.3% compared to 62.1% for the comparable period of Fiscal 2014. Operating loss was $88.2 million for the Fiscal 2015 year-to-date period compared to an operating loss of $12.0 million for the comparable period of Fiscal 2014. Net loss and net loss per diluted share attributable to Abercrombie & Fitch Co. was $64.1 million and $0.92, respectively, for the Fiscal 2015 year-to-date period, compared to net loss and net loss per diluted share attributable to Abercrombie & Fitch Co. of $10.8 million and $0.15, respectively, for the comparable period of Fiscal 2014.
Excluding certain items for the second quarter of Fiscal 2015, adjusted non-GAAP gross profit rate was 62.0%, operating income was $16.5 million and net loss and net loss per diluted share attributable to Abercrombie & Fitch Co. was $8.6 million and $0.12 million, respectively, compared to adjusted non-GAAP gross profit rate of 62.1%, operating income of $21.9 million, and net income and net income per diluted share attributable to Abercrombie & Fitch Co. of $14.1 million and $0.19, respectively, for the second quarter of Fiscal 2014. Excluding certain items for the year-to-date period of Fiscal 2015, adjusted non-GAAP gross profit rate was 61.9%, operating loss was $35.6 million and net loss and net loss per diluted share attributable to Abercrombie & Fitch Co. was $28.6 million and $0.41, respectively, for the year-to-date period of Fiscal 2015, compared to adjusted non-GAAP gross profit rate of 62.1, operating income of $6.0 million and net loss and net loss per diluted share attributable to Abercrombie & Fitch Co. of $28.6 million and $0.41, respectively, for the year-to-date period of Fiscal 2014.
The Company believes that non-GAAP financial measures presented above, and under "RESULTS OF OPERATIONS," are useful to investors as they provide the ability to measure the Company’s operating performance and compare it against that of prior periods excluding certain items which affect the comparability of our financial information. See "RESULTS OF OPERATIONS," for additional discussion on non-GAAP financial measures. A reconciliation of GAAP financial measures to non-GAAP financial measures is included in the table below.




19


The table below reconcile GAAP financial measures to non-GAAP financial measures for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014.

 
 
August 1, 2015
(in thousands, except per share amounts)
 
GAAP
 
Excluded Items(1)
 
Non-GAAP
Thirteen Weeks Ended
 
 
 
 
 
 
Gross profit
 
$
509,862

 
$
(2,621
)
 
$
507,241

Operating income
 
1,962

 
14,526

 
16,488

Net (loss) income attributable to Abercrombie & Fitch Co.
 
(810
)
 
9,407

 
8,597

Net (loss) income per diluted share attributable to Abercrombie & Fitch Co.
 
$
(0.01
)
 
$
0.13

 
$
0.12

 
 
 
 
 
 
 
Twenty-Six Weeks Ended
 
 
 
 
 
 
Gross profit
 
$
921,411

 
$
24,240

 
$
945,651

Operating (loss) income
 
(88,235
)
 
52,380

 
(35,855
)
Net (loss) income attributable to Abercrombie & Fitch Co.
 
(64,056
)
 
35,479

 
(28,577
)
Net (loss) income per diluted share attributable to Abercrombie & Fitch Co.
 
$
(0.92
)
 
$
0.51

 
$
(0.41
)
 
 
August 2, 2014
(in thousands, except per share amounts)
 
GAAP
 
Excluded Items(1)
 
Non-GAAP
Thirteen Weeks Ended
 
 
 
 
 
 
Gross profit
 
$
552,956

 
$

 
$
552,956

Operating income
 
19,493

 
2,383

 
21,876

Net income attributable to Abercrombie & Fitch Co.
 
12,877

 
1,185

 
14,062

Net income per diluted share attributable to Abercrombie & Fitch Co.
 
$
0.17

 
$
0.02

 
$
0.19

 
 
 
 
 
 
 
Twenty-Six Weeks Ended
 
 
 
 
 
 
Gross profit
 
$
1,064,615

 
$

 
$
1,064,615

Operating (loss) income
 
(12,013
)
 
17,981

 
5,968

Net (loss) income attributable to Abercrombie & Fitch Co.
 
(10,794
)
 
11,877

 
1,083

Net (loss) income per diluted share attributable to Abercrombie & Fitch Co.
 
$
(0.15
)
 
$
0.16

 
$
0.01


(1)
Refer to "RESULTS OF OPERATIONS" for details on excluded items.

As of August 1, 2015, the Company had $408.3 million in cash and equivalents, and $297.8 million in gross borrowings outstanding under its term loan facility. Net cash used for operating activities was $20.8 million for the twenty-six weeks ended August 1, 2015. The Company also used cash of $69.1 million for capital expenditures and $27.8 million to pay dividends during the twenty-six weeks ended August 1, 2015.

Due to the seasonal nature of the retail apparel industry, the results of operations for any current period are not necessarily indicative of the results expected for the full fiscal year. The seasonality of the Company’s operations may also lead to significant fluctuations in certain asset and liability accounts.


20


CURRENT TRENDS AND OUTLOOK

The Company's second quarter Fiscal 2015 results reflect sequential improvement in the comparable sales trend, stabilized gross margins and continued operating expense reductions. Many of the initiatives we are undertaking to improve our business are still in their early stages, and while it will take some time to realize the full impact of these changes, we expect further improvement in our performance as we move forward.

Our ongoing efforts to turn around the business will be focused on:
putting the customer at the center of everything we do;
defining a clear position for our brands;
delivering a compelling and differentiated assortment;
optimizing our brand reach domestically and internationally and optimizing our performance in each channel;
continuing to improve our efficiency and reduce expense; and,
ensuring we are organized to succeed.

With regard to our outlook for the second half of Fiscal 2015 we expect:
continued headwind from foreign currency exchange rates;
further comparable sales trend improvements skewed towards the fourth quarter;
gross margin rate to be approximately flat compared to last year, but up on a constant currency basis;
operating expense dollars to be approximately flat compared to last year after absorbing the effect of restoration of incentive compensation provisions, which will skew towards the third quarter, but excluding effects from changes in comparable sales; and,
a weighted average diluted share count of approximately 70 million shares excluding the effect of potential share buybacks.

Over time, we expect the tax rate will return to the mid-to-upper 30s; however, the tax rate may be elevated as it remains highly sensitive to earnings mix, particularly at lower levels of pre-tax income (loss).

Excluded from our outlook for the rest of the year are potential charges related to impairment and store closings and other potential charges related to our strategic initiatives. We also continue to target capital expenditures for the full year of approximately $150 million.

With regard to real estate plans for the full year, we plan to open 15 full-price stores in the key international growth markets of China, Japan and the Middle East and 6 full-price stores in North America. We also plan to open 10 new outlet stores in the U.S. In addition, we continue to expect to close approximately 60 stores in the U.S. during 2015 through natural lease expirations.




21



RESULTS OF OPERATIONS

REPORTING AND USE OF GAAP AND NON-GAAP MEASURES

The Company's reported results are presented in accordance with GAAP. The reported cost of goods sold, stores and distribution expense, marketing, general and administrative expense, operating income (loss), tax expense (benefit), net income (loss) and net income (loss) per diluted share attributable to Abercrombie & Fitch Co. for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014 reflect certain items affecting the comparability of our financial information. This financial information is also presented on a non-GAAP basis for the periods presented to exclude the impact of these items.

The Company believes that non-GAAP measures are useful to investors as they provide the ability to assess the Company's operating performance and compare it against that of prior periods excluding certain items which affect the comparability of our financial information. These non-GAAP measures should not be used as alternatives to cost of goods sold, stores and distribution expense, marketing, general and administrative expense, operating income (loss), tax expense (benefit), and net income (loss) and net income (loss) per diluted share attributable to Abercrombie & Fitch Co. and are also not intended to be indicators of ongoing operating performance of the Company or to supersede or replace the Company's GAAP reported results.


22


STORE ACTIVITY

Store count and gross square footage by brand for the thirteen weeks ended August 1, 2015 and August 2, 2014, respectively, were as follows:
Store activity
 
Abercrombie(1)
 
Hollister(2)
 
Total
U.S. stores
 
 
 
 
 
 
May 2, 2015
 
354

 
432

 
786

New
 
1

 

 
1

Closed
 
(1
)
 
(3
)
 
(4
)
August 1, 2015
 
354

 
429

 
783

Gross square feet at August 1, 2015 (in thousands)
 
2,728

 
2,955

 
5,683

 
 
 
 
 
 
 
International stores
 
 
 
 
 
 
May 2, 2015
 
33

 
137

 
170

New
 
1

 
2

 
3

Closed
 

 
(2
)
 
(2
)
August 1, 2015
 
34

 
137

 
171

Gross square feet at August 1, 2015 (in thousands)
 
571

 
1,182

 
1,753

Total stores
 
388

 
566

 
954

Total gross square feet at August 1, 2015 (in thousands)
 
3,299

 
4,137

 
7,436

 
 
 
 
 
 
 
Store activity
 
Abercrombie(1)
 
Hollister
 
Total
U.S. stores
 
 
 
 
 
 
May 3, 2014
 
379

 
456

 
835

New
 
1

 

 
1

Closed
 
(3
)
 
(2
)
 
(5
)
August 2, 2014
 
377

 
454

 
831

Gross square feet at August 2, 2014 (in thousands)
 
2,885

 
3,133

 
6,018

 
 
 
 
 
 
 
International stores
 
 
 
 
 
 
May 3, 2014
 
25

 
129

 
154

New
 
2

 
2

 
4

Closed
 

 

 

August 2, 2014
 
27

 
131

 
158

Gross square feet at August 2, 2014 (in thousands)
 
519

 
1,146

 
1,665

Total stores
 
404

 
585

 
989

Total gross square feet at August 2, 2014 (in thousands)
 
3,404

 
4,279

 
7,683


(1)
Includes Abercrombie & Fitch and abercrombie kids brands. Prior period store counts have been restated to combine abercrombie kids carveouts with Abercrombie & Fitch stores into one store. The change reduced total stores by eight stores as of May 3, 2014 and August 2, 2014.
(2)
Excludes franchises.


23


Store count and gross square footage by brand for the twenty-six weeks ended August 1, 2015 and August 2, 2014, respectively, were as follows:
Store activity
 
Abercrombie(1)
 
Hollister(2)
 
Total
U.S. stores
 
 
 
 
 
 
January 31, 2015
 
361

 
433

 
794

New
 
4

 

 
4

Closed
 
(11
)
 
(4
)
 
(15
)
August 1, 2015
 
354

 
429

 
783

Gross square feet at August 1, 2015 (in thousands)
 
2,728

 
2,955

 
5,683

 
 
 
 
 
 
 
International stores
 
 
 
 
 
 
January 31, 2015
 
32

 
135

 
167

New
 
2

 
4

 
6

Closed
 

 
(2
)
 
(2
)
August 1, 2015
 
34

 
137

 
171

Gross square feet at August 1, 2015 (in thousands)
 
571

 
1,182

 
1,753

Total stores
 
388

 
566

 
954

Total gross square feet at August 1, 2015 (in thousands)
 
3,299

 
4,137

 
7,436

 
 
 
 
 
 
 
Store activity
 
Abercrombie(1)
 
Hollister
 
Total
U.S. stores
 
 
 
 
 
 
February 1, 2014
 
381

 
458

 
839

New
 
1

 
1

 
2

Closed
 
(5
)
 
(5
)
 
(10
)
August 2, 2014
 
377

 
454

 
831

Gross square feet at August 2, 2014 (in thousands)
 
2,878

 
3,132

 
6,010

 
 
 
 
 
 
 
International stores
 
 
 
 
 
 
February 1, 2014
 
24

 
129

 
153

New
 
3

 
2

 
5

Closed
 

 

 

August 2, 2014
 
27

 
131

 
158

Gross square feet at August 2, 2014 (in thousands)
 
519

 
1,146

 
1,665

Total stores
 
404

 
585

 
989

Total gross square feet at August 2, 2014 (in thousands)
 
3,397

 
4,278

 
7,675


(1)
Includes Abercrombie & Fitch and abercrombie kids brands. Prior period store counts have been restated to combine abercrombie kids carveouts with Abercrombie & Fitch stores into one store. The change reduced total stores by eight stores as of January 31, 2015 and August 2, 2015, and by six stores as of February 1, 2014.
(2)
Excludes franchises.


24


Net Sales
 
Thirteen Weeks Ended
 
 
 
 
 
August 1, 2015
 
August 2, 2014
 
 
 
 
(in thousands)
Net Sales
 
Change in
Comparable
Sales(1)
 
Net Sales
 
Change in
Comparable
Sales(1)
 
Net Sales
$ Change
 
Net Sales
% Change
Abercrombie(2)
$
380,615

 
(7)%
 
$
420,506

 
(1)%
 
$
(39,891
)
 
(9)%
Hollister
437,141

 
(1)%
 
464,579

 
(10)%
 
(27,438
)
 
(6)%
Other(3)

 
 
 
5,520

 
 
 
(5,520
)
 
(100)%
Total net sales
$
817,756

 
(4)%
 
$
890,605

 
(7)%
 
$
(72,849
)
 
(8)%
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
514,526

 
(4)%
 
$
546,245

 
(5)%
 
$
(31,719
)
 
(6)%
International
303,230

 
(4)%
 
344,360

 
(9)%
 
(41,130
)
 
(12)%
Total net sales
$
817,756

 
(4)%
 
$
890,605

 
(7)%
 
$
(72,849
)
 
(8)%
 
Twenty-Six Weeks Ended
 
 
 
 
 
August 1, 2015
 
August 2, 2014
 
 
 
 
(in thousands)
Net Sales
 
Change in
Comparable
Sales(1)
 
Net Sales
 
Change in
Comparable
Sales(1)
 
Net Sales
$ Change
 
Net Sales
% Change
Abercrombie(2)
$
720,367

 
(8)%
 
$
806,785

 
(1)%
 
$
(86,418
)
 
(11)%
Hollister
806,727

 
(4)%
 
886,212

 
(9)%
 
(79,485
)
 
(9)%
Other(3)
84

 
 
 
20,036

 
 
 
(19,952
)
 
(100)%
Total net sales
$
1,527,178

 
(6)%
 
$
1,713,033

 
(6)%
 
$
(185,855
)
 
(11)%
 
 
 
 
 
 
 
 
 
 
 
 
U.S.
$
963,415

 
(6)%
 
$
1,050,641

 
(5)%
 
$
(87,226
)
 
(8)%
International
563,763

 
(6)%
 
662,392

 
(7)%
 
(98,629
)
 
(15)%
Total net sales
$
1,527,178

 
(6)%
 
$
1,713,033

 
(6)%
 
$
(185,855
)
 
(11)%

(1)
Changes in comparable sales are calculated on a constant currency basis by converting prior year store and online sales at current year exchange rates. For the purpose of this calculation, a store must have been open as the same brand at least one year and its square footage must not have been expanded or reduced by more than 20% within the past year.
(2) 
Includes Abercrombie & Fitch and abercrombie kids brands.
(3) 
Represents net sales from the Company's Gilly Hicks operations. See Note 10, "GILLY HICKS RESTRUCTURING," of the Notes to Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS," for additional information on the Company's exit from Gilly Hicks branded stores.

Net sales for the second quarter of Fiscal 2015 decreased 8% compared to the second quarter of Fiscal 2014. The decrease in net sales was largely attributable to the adverse effect of changes in foreign currency exchange rates (based on converting prior year sales at current year exchange rates) of approximately $45 million and a 4% decrease in comparable sales, partially offset by the net impact of store openings, closings and remodels.

Net sales for the year-to-date period of Fiscal 2015 decreased 11% compared to the year-to-date period of Fiscal 2014. The decrease in net sales was largely attributable to the adverse effect of changes in foreign currency exchange rates (based on converting prior year sales at current year exchange rates) of approximately $91 million, a 6% decrease in comparable sales, and the net impact of store openings, closings and remodels.


25


Cost of Goods Sold
 
Thirteen Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Cost of goods sold
$
307,894

 
37.7%
 
$
337,649

 
37.9%
Recovery on inventory write-down(1)
2,621

 
0.3%
 

 
—%
Adjusted non-GAAP cost of goods sold
$
310,515

 
38.0%
 
$
337,649

 
37.9%
 
 
 
 
 
 
 
 
Gross profit
$
509,862

 
62.3%
 
$
552,956

 
62.1%
Recovery on inventory write-down(1)
(2,621
)
 
(0.3)%
 

 
—%
Adjusted non-GAAP gross profit
$
507,241

 
62.0%
 
$
552,956

 
62.1%
 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Cost of goods sold
$
605,767

 
39.7%
 
$
648,418

 
37.9%
Inventory write-down(1)
(24,240
)
 
(1.6)%
 

 
—%
Adjusted non-GAAP cost of goods sold
$
581,527

 
38.1%
 
$
648,418

 
37.9%
 
 
 

 
 
 

Gross profit
$
921,411

 
60.3%
 
$
1,064,615

 
62.1%
Inventory write-down(1)
24,240

 
1.6%
 

 
—%
Adjusted non-GAAP gross profit
$
945,651

 
61.9%
 
$
1,064,615

 
62.1%

(1)
In the first quarter of fiscal 2015 the Company recognized a $26.9 million charge to write-down the carrying value of inventory to net realizable value as the Company elected to accelerate the disposition of certain aged merchandise that no longer supported the Company's brand positioning strategy.

Cost of goods sold as a percentage of net sales decreased by 20 basis points for the second quarter of Fiscal 2015 compared to the second quarter of Fiscal 2014. A decrease in average unit cost was partially offset by the adverse effects of foreign currency exchange rates. Excluding a better than expected recovery on previously written down inventory of $2.6 million, adjusted non-GAAP cost of goods sold as a percentage of net sales increased by 10 basis points compared to second quarter of Fiscal 2014.

Cost of goods sold as a percentage of net sales increased by 180 basis points for the year-to-date period of Fiscal 2015 compared to the year-to-date period of Fiscal 2014. The increase was primarily due to a net charge of $24.2 million to write-down the carrying value of inventory to net realizable value and the adverse effects of foreign currency exchange rates. These adverse effects were partially offset by a decrease in average unit cost. Excluding the inventory write-down item, adjusted non-GAAP cost of goods sold as a percentage of net sales increased by 20 basis points compared to the year-to-date period of Fiscal 2014.


26


Stores and Distribution Expense
 
Thirteen Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Stores and distribution expense
$
389,193

 
47.6%
 
$
426,301

 
47.9%
Store fixture disposal(1)
(2,236
)
 
(0.3)%
 

 
—%
Recovery on store closure costs(2)
842

 
0.1%
 

 
—%
Profit improvement initiative(3)

 
—%
 
(1,245
)
 
(0.1)%
Adjusted non-GAAP stores and distribution expense
$
387,799

 
47.4%
 
$
425,056

 
47.7%
 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Stores and distribution expense
$
780,831

 
51.1%
 
$
843,872

 
49.3%
Store fixture disposal(1)
(3,617
)
 
(0.2)%
 

 
—%
Lease termination and store closure costs(2)
(1,756
)
 
(0.1)%
 

 
—%
Profit improvement initiative(3)
(709
)
 
—%
 
(2,009
)
 
(0.1)%
Adjusted non-GAAP stores and distribution expense
$
774,749

 
50.7%
 
$
841,863

 
49.1%

(1)
Accelerated depreciation and disposal costs related to the discontinued use of certain store fixtures.
(2)
Lease termination and store closure costs (benefit) related to the Company's exit from its two Hollister stores in Australia.
(3)
Costs related to the Company's profit improvement initiative.

Stores and distribution expense as a percentage of net sales decreased by 30 basis points for the second quarter of Fiscal 2015 compared to the second quarter of Fiscal 2014. The decrease was primarily due to expense reduction efforts and the realization of expense savings on lower sales. These savings were partially offset by the deleveraging effect of negative comparable sales. Excluding certain items, as presented above, adjusted non-GAAP stores and distribution expense as a percentage of net sales decreased by 30 basis points compared to the second quarter of Fiscal 2014.

Stores and distribution expense as a percentage of net sales increased by 180 basis points for the year-to-date period of Fiscal 2015 compared to the year-to-date period of Fiscal 2014. The increase was primarily due to the deleveraging effect of negative comparable sales, partially offset by expense reduction efforts. Excluding certain items, as presented above, adjusted non-GAAP stores and distribution expense as a percent of net sales increased by 160 basis points compared to the year-to-date period of Fiscal 2014.

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 $25.7 million for the thirteen weeks ended August 1, 2015 compared to $24.0 million for the thirteen weeks ended August 2, 2014 and $47.8 million for the twenty-six weeks ended August 1, 2015 compared to $45.6 million for the twenty-six weeks ended August 2, 2014.

Handling costs, including costs incurred to store, move and prepare the products for shipment to stores, were $11.0 million for the thirteen weeks ended August 1, 2015 compared to $14.4 million for the thirteen weeks ended August 2, 2014 and $21.9 million for the twenty-six weeks ended August 1, 2015 compared to $27.6 million for the twenty-six weeks ended August 2, 2014.

These amounts are included in stores and distribution expense on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.


27


Marketing, General and Administrative Expense
 
Thirteen Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Marketing, general and administrative expense
$
119,846

 
14.7%
 
$
111,033

 
12.5%
Legal settlement charges(1)
(15,753
)
 
(1.9)%
 

 
—%
Profit improvement initiative(2)

 
—%
 
(719
)
 
(0.1)%
Adjusted non-GAAP marketing, general and administrative expense
$
104,093

 
12.7%
 
$
110,314

 
12.4%
 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Marketing, general and administrative expense
$
227,379

 
14.9%
 
$
234,614

 
13.7%
Legal settlement charges(1)
(15,753
)
 
(1.0)%
 

 
—%
Profit improvement initiative(2)
(1,770
)
 
(0.1)%
 
(3,017
)
 
(0.2)%
Corporate governance matters(3)

 
—%
 
(6,903
)
 
(0.4)%
Adjusted non-GAAP marketing, general and administrative expense
$
209,856

 
13.7%
 
$
224,694

 
13.1%

(1)
Accrued expense for certain proposed legal settlements.
(2)
Costs related to the Company's profit improvement initiative.
(3)
Legal, advisory and other charges related to certain corporate governance matters.

Marketing, general and administrative expense as a percentage of net sales increased by 220 basis points for the second quarter of Fiscal 2015 compared to the second quarter of Fiscal 2014. The increase was primarily due to $15.8 million of legal settlement charges and the deleveraging effect of negative comparable sales, partially offset by expense reduction efforts. Excluding certain items, as presented above, adjusted non-GAAP marketing, general and administrative expense as a percentage of net sales increased by 30 basis points.

Marketing, general and administrative expense as a percentage of net sales increased by 120 basis points for the year-to-date period of Fiscal 2015 compared to the year-to-date period of Fiscal 2014. The increase was primarily due to the deleveraging effect of negative comparable sales and $15.8 million for legal settlement charges, partially offset by expense reduction efforts. Excluding certain items, as presented above, adjusted non-GAAP marketing, general and administrative expense increased as a percent of net sales by 60 basis points.


28


Restructuring (Benefit) Charge

The Company recognized a restructuring benefit of $1.6 million in the year-to-date period of Fiscal 2015 from a better than expected lease exit terms associated with the restructuring of the Gilly Hicks brand. Restructuring charges associated with the closure of the Gilly Hicks stand-alone stores for the second quarter and year-to-date period of Fiscal 2014 were $0.5 million and $6.1 million, respectively.

Asset Impairment

The Company incurred non-cash asset impairment charges of $6.1 million in the year-to-date period of Fiscal 2015 related to a decision to remove certain store fixtures in connection with changes to the Abercrombie and Hollister store experiences, and a fair value adjustment related to the Company-owned aircraft which was sold in the second quarter of Fiscal 2015.

Other Operating Income, Net

Other operating income, net for the second quarter and year-to-date period of Fiscal 2015 was $1.1 million and $3.0 million, respectively. Other operating income for the second quarter and year-to-date period of Fiscal 2014 was $4.3 million and $7.9 million, respectively, and included income of approximately $3.0 million and $6.1 million related to insurance recoveries for the second quarter and year-to-date period of Fiscal 2014, respectively.

Operating Income (Loss)
 
Thirteen Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Operating income
$
1,962

 
0.2%
 
$
19,493

 
2.2%
Legal settlement charges(1)
15,753

 
1.9%
 

 
—%
Recovery on inventory write-down(2)
(2,621
)
 
(0.3)%
 

 
—%
Store fixture disposal(3)
2,236

 
0.3%
 

 
—%
Recovery on store closure costs(4)
(842
)
 
(0.1)%
 

 
—%
Profit improvement initiative(5)

 
—%
 
1,964

 
0.2%
Restructuring charges(6)

 
—%
 
419

 
—%
Adjusted non-GAAP operating income
$
16,488

 
2.0%
 
$
21,876

 
2.5%
 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Operating loss
$
(88,235
)
 
(5.8)%
 
$
(12,013
)
 
(0.7)%
Inventory write-down(2)
24,240

 
1.6%
 

 
—%
Legal settlement charges(1)
15,753

 
1.0%
 

 
—%
Asset impairment(7)
6,133

 
0.4%
 

 
—%
Store fixture disposal(3)
3,617

 
0.2%
 

 
—%
Profit improvement initiative(5)
2,479

 
0.2%
 
5,026

 
0.3%
Lease termination and store closures costs(4)
1,756

 
0.1%
 

 
—%
Restructuring (benefit) charges(6)
(1,598
)
 
(0.1)%
 
6,052

 
0.4%
Corporate governance matters(8)

 
—%
 
6,903

 
0.4%
Adjusted non-GAAP operating (loss) income
$
(35,855
)
 
(2.3)%
 
$
5,968

 
0.3%

(1)
Accrued expense for certain proposed legal settlements.
(2)
In the first quarter of fiscal 2015 the Company recognized a $26.9 million charge to write-down the carrying value of inventory to net realizable value as the Company elected to accelerate the disposition of certain aged merchandise that does not support the Company's prospective brand positioning strategy.
(3)
Accelerated depreciation and disposal costs related to the discontinued use of certain store fixtures.
(4)
Lease termination and store closure costs related to the Company's exit from its two Hollister stores in Australia.
(5)
Costs related to the Company's profit improvement initiative.
(6)
Charges related to the closure of the Company's 24 stand-alone Gilly Hicks stores.
(7)
Asset impairment charges related to the discontinued use of certain store fixtures.
(8)
Legal, advisory and other charges related to certain corporate governance matters.



29


Operating income as a percentage of sales decreased by 200 basis points for the second quarter of Fiscal 2015 compared to the second quarter of Fiscal 2014. The primary drivers of the decrease were $15.8 million for legal settlement charges, the deleveraging effect of negative comparable sales and the adverse impact of foreign currency exchange rates, partially offset by expense savings reduction efforts. Excluding certain items, as presented above, adjusted non-GAAP operating income as a percentage of sales decreased by 50 basis points compared to the second quarter of Fiscal 2014.

Operating loss as a percentage of sales increased by 510 basis points for the year-to-date period of Fiscal 2015 compared to the year-to-date period of Fiscal 2014. The primary drivers of the increase were the deleveraging effect of negative comparable sales, $24.2 million of net inventory write-downs, the adverse impact of foreign currency exchange rates and $15.8 million of legal settlement charges, partially offset by expense reduction efforts. Excluding certain items, as presented above, adjusted non-GAAP income (loss) as a percentage of sales decreased 260 basis points compared to the year-to-date period of Fiscal 2014.

Interest Expense, Net
 
Thirteen Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Interest expense
$
5,657

 
0.7%
 
$
2,964

 
0.3%
Interest income
(1,090
)
 
(0.1)%
 
(944
)
 
(0.1)%
Interest expense, net
$
4,567

 
0.6%
 
$
2,020

 
0.2%
 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands)
 
 
% of Net Sales
 
 
 
% of Net Sales
Interest expense
$
11,324

 
0.7%
 
$
5,923

 
0.3%
Interest income
(2,118
)
 
(0.1)%
 
(1,906
)
 
(0.1)%
Interest expense, net
$
9,206

 
0.6%
 
$
4,017

 
0.2%

The increase in interest expense for the second quarter and year-to-date periods of Fiscal 2015 was primarily due to a higher principal balance and a higher interest rate on debt outstanding compared to the second quarter and year-to-date periods of Fiscal 2014.

Tax (Benefit) Expense
 
Thirteen Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands, except ratios)
 
 
Effective Tax Rate
 
 
 
Effective Tax Rate
Tax (benefit) expense
$
(3,217
)
 
123.5%
 
$
4,596

 
26.3%
Tax effect of excluded items(1)
5,119

 


1,198

 

Adjusted non-GAAP tax expense
$
1,902

 
16.0%
 
$
5,794

 
29.2%
 
Twenty-Six Weeks Ended
 
August 1, 2015
 
August 2, 2014
(in thousands, except ratios)
 
 
Effective Tax Rate
 
 
 
Effective Tax Rate
Tax benefit
$
(34,807
)
 
35.7%
 
$
(5,236
)
 
32.7%
Tax effect of excluded items(1)
16,901

 
 
 
6,104

 
 
Adjusted non-GAAP tax (benefit) expense
$
(17,906
)
 
39.7%
 
$
868

 
44.5%

(1) 
Refer to "OPERATING INCOME" for details of excluded items.

The Fiscal 2015 quarterly effective tax rate increased year-over-year primarily due to the change in the level of consolidated pretax income. The Fiscal 2015 year-to-date effective tax rate increased year-over-year primarily due to the change in the underlying mix and level of earnings and losses by taxing jurisdictions.


30


Net (Loss) Income and Net (Loss) Income per Share Attributable to Abercrombie & Fitch Co.

Net loss attributable to Abercrombie & Fitch Co. was $0.8 million for the second quarter of Fiscal 2015 compared to net income attributable to Abercrombie & Fitch Co. of $12.9 million for the second quarter of Fiscal 2014. Net loss per diluted share attributable to Abercrombie & Fitch Co. was $0.01 for the second quarter of Fiscal 2015 compared to net income per diluted share attributable to Abercrombie & Fitch Co. of $0.17 for the second quarter of Fiscal 2014. Excluding certain items, presented in the GAAP to non-GAAP financial measures reconciliation provided under "BUSINESS SUMMARY," adjusted non-GAAP net income and net income per diluted share attributable to Abercrombie & Fitch Co. was $8.6 million and $0.12, respectively, for the second quarter of Fiscal 2015 compared to adjusted non-GAAP net income and net income per diluted share attributable to Abercrombie & Fitch Co. of $14.1 million and $0.19, respectively, for the second quarter of Fiscal 2014.

Net loss attributable to Abercrombie & Fitch Co. was $64.1 million for the year-to-date period of Fiscal 2015 compared to net loss attributable to Abercrombie & Fitch Co. of $10.8 million for the year-to-date period of Fiscal 2014. Net loss per diluted share was $0.92 and $0.15 for the year-to-date period of Fiscal 2015 and Fiscal 2014, respectively. Excluding certain items, detailed in the GAAP to non-GAAP financial measures reconciliation provided under "BUSINESS SUMMARY," adjusted non-GAAP net loss and net loss per diluted share attributable to Abercrombie & Fitch Co. was $28.6 million and $0.41, respectively, for the year-to-date period of Fiscal 2015 compared to adjusted non-GAAP net income and net income per diluted share attributable to Abercrombie & Fitch Co. of $1.1 million and $0.01, respectively.



31


LIQUIDITY AND CAPITAL RESOURCES

HISTORICAL SOURCES AND USES OF CASH

Seasonality of Cash Flows

The Company’s business has two principal selling seasons: the Spring season which includes the first and second fiscal quarters (“Spring”) and the Fall season which includes the third and fourth fiscal quarters ("Fall"). As is typical in the apparel industry, the Company experiences its greatest sales activity during the Fall season due to Back-to-School and Holiday sales periods, particularly in the U.S. The Company relies on excess operating cash flows, which are largely generated in the Fall season, to fund operating expenses throughout the year and to reinvest in the business to support future growth. The Company also has the ABL facility available as a source of additional funding.

Asset-Based Revolving Credit Facility

The Company has a senior secured revolving credit facility with availability of up to $400 million (the “ABL Facility”), subject to a borrowing base. The ABL Facility is available for working capital, capital expenditures and other general corporate purposes. The ABL Facility will mature on August 7, 2019. No borrowings were outstanding under the ABL Facility as of August 1, 2015.

Amounts borrowed under the ABL Facility bear interest, at the Company’s option, at either an adjusted LIBOR rate plus a margin of 1.25% to 1.75% per annum, or an alternate base rate plus a margin of 0.25% to 0.75% per annum based on average historical excess availability during the preceding quarter. The Company is also required to pay a fee of 0.25% per annum on undrawn commitments under the ABL Facility. Customary agency fees and letter of credit fees are also payable in respect of the ABL Facility.

As of August 1, 2015, the borrowing base on the ABL Facility was $339.1 million. As of September 1, 2015, the Company had not drawn on the ABL Facility, but had approximately $9.1 million in outstanding stand-by letters of credit under the ABL Facility.

Term Loan Facility

The Company is also party to a term loan agreement, which provides for a term loan facility of $300 million (the “Term Loan Facility” and, together with the ABL Facility, the “2014 Credit Facilities”). The Term Loan Facility was issued at a $3 million or 1.0% discount. In addition, the Company recorded deferred financing fees associated with the issuance of the 2014 Credit Facilities of $5.8 million in aggregate, of which $3.2 million was paid to lenders. The Company is amortizing the debt discount and deferred financing fees over the respective contractual terms of the 2014 Credit Facilities. The Company's Term Loan debt is presented in the Consolidated Balance Sheets, net of the unamortized discount and fees paid to lenders. Net borrowings as of August 1, 2015 were as follows:
(in thousands)
August 1, 2015
Borrowings, gross at carrying amount
$
297,750

Unamortized discount
(2,571
)
Unamortized fees
(3,328
)
Borrowings, net
$
291,851

Less: short-term portion of borrowings, net of discount and fees of $983
(2,017
)
Long-term portion of borrowings, net
$
289,834


The Term Loan Facility will mature on August 7, 2021 and amortizes at a rate equal to 0.25% of the original principal amount per quarter, beginning with the fourth quarter of Fiscal 2014. The Term Loan Facility is subject to (a) beginning in 2016, an annual mandatory prepayment in an amount equal to 0% to 50% of the Company’s excess cash flows in the preceding fiscal year, depending on the Company’s leverage ratio and (b) certain other mandatory prepayments upon receipt by the Company of proceeds of certain debt issuances, asset sales and casualty events, subject to certain exceptions specified therein, including reinvestment rights.

At the Company’s option, borrowings under the Term Loan Facility will bear interest at either (a) an adjusted LIBOR rate no lower than 1.00% plus a margin of 3.75% per annum or (b) an alternate base rate plus a margin of 2.75% per annum. Customary agency fees are also payable in respect of the Term Loan Facility. The interest rate on borrowings under the Term Loan Facility was 4.75% as of August 1, 2015.


32


Operating Activities

Net cash used for operating activities was $20.8 million for the twenty-six weeks ended August 1, 2015 compared to net cash used for operating activities of $24.3 million for the twenty-six weeks ended August 2, 2014. The year-over-year change in cash flow associated with operating activities was primarily the result of a change in accounts payable and accrued expenses in connection with the Company's extension of vendor payment terms, partially offset by an increase in net loss, adjusted for non-cash items.

Investing Activities

Cash outflows for investing activities for the twenty-six weeks ended August 1, 2015 and August 2, 2014 were used primarily for the purchase of property and equipment related to new store construction, information technology, and direct-to-consumer capabilities. The twenty-six weeks ended August 1, 2015 also included proceeds from the sale of the Company-owned aircraft.

Financing Activities

For the twenty-six weeks ended August 1, 2015, cash outflows for financing activities consisted primarily of the payment of dividends of $27.8 million. For the twenty-six weeks ended August 2, 2014, cash outflows for financing activities consisted primarily of the repurchase of A&F’s Common Stock of $210.0 million, the payment of dividends of $29.2 million, partially offset by $52.5 million in net proceeds from borrowings.

As of August 1, 2015, A&F had approximately 9.0 million remaining shares available for repurchase as part of the A&F Board of Directors’ previously approved authorizations.

FUTURE CASH REQUIREMENTS AND SOURCES OF CASH

Over the next twelve months, the Company’s primary cash requirements will be to fund operating activities, including the acquisition of inventory, and obligations related to compensation, leases, taxes and other operating activities, as well as to fund capital expenditures and quarterly dividends to stockholders subject to approval by A&F's Board of Directors. The Company has availability under the ABL Facility as a source of additional funding.

The Company expects total capital expenditures for Fiscal 2015 to be approximately $150 million, which are being prioritized toward new stores and store updates, as well as direct-to-consumer and IT investments to support growth initiatives.

The Company may continue to repurchase shares of its Common Stock and would anticipate funding these cash requirements utilizing free cash flow generated from operations or proceeds from its existing credit facilities.

The Company is not dependent on dividends from its foreign subsidiaries to fund its U.S. operations or make distributions to A&F's stockholders. Unremitted earnings from foreign subsidiaries, which are considered to be invested indefinitely, would become subject to income tax if they were remitted as dividends or were lent to A&F or a U.S. affiliate. Although the Company has no intent to repatriate cash held in Europe and Asia subsidiaries, the Company has the ability to repatriate current Europe and Asia cash balances without the occurrence of a taxable dividend in the United States parent company.

OFF-BALANCE SHEET ARRANGEMENTS

The Company uses in the ordinary course of business stand-by letters of credit under the existing ABL Facility. The Company had $8.9 million in stand-by letters of credit outstanding as of August 1, 2015. The Company has no other off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

The Company’s contractual obligations consist primarily of operating leases, purchase orders for merchandise inventory, unrecognized tax benefits, certain retirement obligations, lease deposits and other agreements to purchase goods and services that are legally binding and that require minimum quantities to be purchased. These contractual obligations impact the Company’s short- and long-term liquidity and capital resource needs. During the twenty-six weeks ended August 1, 2015, there were no material changes in the contractual obligations as of January 31, 2015, with the exception of those obligations which occurred in the normal course of business (primarily changes in the Company’s merchandise inventory-related purchases and lease obligations, which fluctuate throughout the year as a result of the seasonal nature of the Company’s operations), and the repayments under the Term Loan Facility.


33


RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1, "BASIS OF PRESENTATION--RECENT ACCOUNTING PRONOUNCEMENTS" of the Notes to Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS," of this Quarterly Report on Form 10-Q for recent accounting pronouncements, including the expected dates of adoption and estimated effects on our Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

We describe our significant accounting policies in Note 2, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of A&F’s Annual Report on Form 10-K for Fiscal 2014. We discuss our critical accounting estimates in "ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS", in our Annual Report on Form 10-K for Fiscal 2014. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of Fiscal 2014 with the exception of the items below.

The Company has not made any material changes in the accounting methodology used to determine the write-down of inventory to fair value over the past three fiscal years. The Company reduces the inventory valuation when the cost of specific inventory items on hand exceeds the amount expected to be realized from the ultimate sale or disposal of the goods through a lower of cost or market ("LCM") reserve. The total LCM reserve increased by approximately $13.0 million from January 31, 2015, primarily related to the Company's decision to accelerate the disposition of certain aged inventory resulting in its write-down to estimated net realizable value.


34



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Quarterly Report on Form 10-Q or made by the Company, its management or spokespeople involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements.

The following factors, including the disclosures under the heading “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2014 filed on March 30, 2015, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for Fiscal 2015 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by management:

changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, could have a material adverse effect on our business, results of operations and liquidity;
the inability to manage our inventory commensurate with customer demand and changing fashion trends could adversely impact our sales levels and profitability;
fluctuations in the cost, availability and quality of raw materials, labor and transportation, could cause manufacturing delays and increase our costs;
we are currently involved in a selection process for a new Chief Executive Officer and if this selection process is delayed our business could be negatively impacted;
failure to realize the anticipated benefits of our recent transition to a brand-based organizational model could have a negative impact on our business;
a significant component of our growth strategy is international expansion, which requires significant capital investment, the success of which is dependent on a number of factors that could delay or prevent the profitability of our international operations;
direct-to-consumer sales channels are a focus of our growth strategy, and the failure to successfully develop our position in these channels could have an adverse impact on our results of operations;
our inability to successfully implement our strategic plans, including our restructuring efforts, could have a negative impact on our growth and profitability;
fluctuations in foreign currency exchange rates could adversely impact our financial condition and results of operations;
our business could suffer if our information technology systems are disrupted or cease to operate effectively;
we may be exposed to risks and costs associated with cyber-attacks, credit card fraud and identity theft that would cause us to incur unexpected expenses and 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 which most of our stores are located;
our failure to protect our reputation could have a material adverse effect on our brands;
we rely on the experience and skills of our senior executive officers, the loss of whom could have a material adverse effect on our business;
we depend upon independent third parties for the manufacture and delivery of all our merchandise, a disruption of which could result in lost sales and could increase our costs;
our reliance on two distribution centers domestically and third-party distribution centers internationally makes us susceptible to disruptions or adverse conditions affecting our distribution centers;
we may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business;
in a number of our European stores, associates are represented by workers’ councils and unions, whose demands could adversely affect our profitability or operating standards for our brands;
our facilities, systems and stores, as well as the facilities and systems of our vendors and manufacturers, are vulnerable to natural disasters, pandemic disease and other unexpected events, any of which could result in an interruption to our business and adversely affect our operating results;
our litigation and regulatory compliance exposure could have a material adverse effect on our financial condition and results of operations;
our inability or failure to adequately protect our trademarks could have a negative impact on our brand image and limit our ability to penetrate new markets;

35


fluctuations in our tax obligations and effective tax rate may result in volatility in our operating results;
extreme weather conditions and the seasonal nature of our business may cause net sales to fluctuate and negatively impact our results of operations;
the impact of war or acts of terrorism could have a material adverse effect on our operating results and financial condition;
changes in the regulatory or compliance landscape could adversely affect our business and results of operations;
our Asset-Based Revolving Credit Agreement and our Term Loan Agreement include restrictive covenants that limit our flexibility in operating our business; and,
compliance with changing regulations and standards for accounting, corporate governance and public disclosure could adversely affect our business, results of operations and reported financial results.

Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements included herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment Securities

The Company maintains its cash equivalents in financial instruments, 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. Nonqualified Savings and Supplemental Retirement Plan I, the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan II and the Supplemental Executive Retirement Plan. The Rabbi Trust assets primarily consist of trust-owned life insurance policies which are recorded at cash surrender value. The change in cash surrender value of the trust-owned life insurance policies held in the Rabbi Trust resulted in realized gains of $0.8 million for each of the thirteen weeks ended August 1, 2015 and August 2, 2014 and $1.6 million for each of the twenty-six weeks ended August 1, 2015 and August 2, 2014, recorded in interest expense, net on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Rabbi Trust assets are included in other assets on the Condensed Consolidated Balance Sheets as of August 1, 2015 and January 31, 2015, and are restricted in their use as noted above.

Interest Rate Risks

The Company has approximately $297.8 million in gross borrowings outstanding under its term loan facility (the "Term Loan Facility") and no borrowings outstanding under its senior secured revolving credit facility (the "ABL Facility" and, together with the Term Loan Facility, the "2014 Credit Facilities"). The 2014 Credit Facilities carry interest rates that are tied to LIBOR, or an alternate base rate, plus a margin. The interest rate on the Term Loan Facility has a 100 basis point LIBOR floor, and assuming no changes in the Company’s financial structure as it stands, an increase in market interest rates of 100 basis points would not have a material effect on annual interest expense. This hypothetical analysis for the fifty-two weeks ending January 30, 2016 may differ from 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. The Company’s Condensed Consolidated Financial Statements are presented in U.S. Dollars. Therefore, the Company must translate revenues, expenses, assets and liabilities from functional currencies into U.S. Dollars at exchange rates in effect during or at the end of the reporting period. The fluctuation in the value of the U.S. Dollar against other currencies affects the reported amounts of revenues, expenses, assets and liabilities. The potential impact of currency fluctuation increases as international expansion increases.


36


A&F and its subsidiaries have exposure to changes in currency exchange rates associated with foreign currency transactions and forecasted foreign currency transactions, including the sale of inventory between subsidiaries and foreign denominated assets and liabilities. Such transactions are denominated primarily in U.S. Dollars, Australian Dollars, British Pounds, Canadian Dollars, Chinese Yuan, Danish Kroner, Euros, Hong Kong Dollars, Japanese Yen, Kuwaiti Dinars, New Taiwan Dollars, Polish Zloty, Singapore Dollars, South Korean Won, Swedish Kronor, Swiss Francs and United Arab Emirates Dirhams. The Company has established a program that primarily utilizes foreign currency forward contracts to partially offset the risks associated with the effects of certain foreign currency transactions and forecasted transactions. Under this program, increases or decreases in foreign currency exposures are partially offset by gains or losses on forward contracts, to mitigate the impact of foreign currency gains or losses. The Company does not use forward contracts to engage in currency speculation. All outstanding foreign currency forward contracts are recorded at fair value at the end of each fiscal period.

The fair value of outstanding foreign currency exchange forward contracts included in Other Current Assets was $4.1 million and $10.3 million as of August 1, 2015 and January 31, 2015, respectively. The fair value of outstanding foreign currency exchange forward contracts included in Other Liabilities was $0.7 million as of August 1, 2015, and insignificant as of January 31, 2015. Foreign currency exchange forward contracts are sensitive to changes in foreign currency exchange rates. The Company assessed the risk of loss in fair values from the effect of a hypothetical 10% devaluation of the U.S. Dollar against the exchange rates for foreign currencies under contract. The results would decrease derivative contract fair values by approximately $13.1 million. As the Company's foreign currency exchange forward contracts are primarily designated as cash flow hedges of forecasted transactions, the hypothetical change in fair value would be largely offset by the net change in fair values of the underlying hedged items.


ITEM 4.
CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

A&F maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that A&F files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to A&F’s management, including the Interim Principal Executive Officer of A&F and the Executive Vice President and Chief Financial Officer of A&F, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

A&F’s management, including the Interim Principal Executive Officer of A&F and the Executive Vice President and Chief Financial Officer of A&F, evaluated the effectiveness of A&F’s design and operation of its disclosure controls and procedures as of the end of the fiscal quarter ended August 1, 2015. Based upon that evaluation, the Interim Principal Executive Officer of A&F and 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 August 1, 2015, the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes in A&F’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during A&F’s fiscal quarter ended August 1, 2015 that materially affected, or are reasonably likely to materially affect, A&F’s internal control over financial reporting.





37


PART II. OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

The Company is a defendant in lawsuits and other adversary proceedings arising in the ordinary course of business. Legal costs incurred in connection 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 additional facts with respect to legal matters pending against the Company or determinations by judges, juries, administrative agencies or other finders of fact that are not in accordance with the Company’s evaluation of claims. Actual liabilities may exceed the amounts reserved, and there can be no assurance that final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. There are certain claims and legal proceedings pending against the Company for which accruals have not been established.

In the second quarter of Fiscal 2015, the Company accrued approximately $15.8 million for certain proposed legal settlement charges.


ITEM 1A.
RISK FACTORS

The Company's risk factors as of August 1, 2015 have not changed materially from those disclosed in Part I, "ITEM 1A. RISK FACTORS" of A&F's Annual Report on Form 10-K for Fiscal 2014 filed on March 30, 2015.


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of equity securities during the second quarter of Fiscal 2015 that were not registered under the Securities Act of 1933.

The following table provides information regarding the purchase of shares of Common Stock of A&F made by or on behalf of A&F or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each fiscal month of the thirteen weeks ended August 1, 2015:
Period (Fiscal Month)
Total Number of Shares Purchased (1)
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
 
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (3)
May 3, 2015 through May 30, 2015
2,410

 
$
19.44

 

 
8,964,176

May 31, 2015 through July 4, 2015
8,322

 
$
20.64

 

 
8,964,176

July 5, 2015 through August 1, 2015
2,662

 
$
21.60

 

 
8,964,176

Total
13,394

 
$
20.61

 

 
8,964,176


(1) 
All of the 13,394 shares of A&F’s Common Stock purchased during the thirteen weeks ended August 1, 2015 represented shares which were withheld for tax payments due upon the vesting of employee restricted stock unit and restricted share awards.
(2) 
No shares were repurchased during the thirteen weeks ended August 1, 2015 pursuant to A&F's publicly announced stock repurchase authorization. On August 14, 2012, A&F's Board of Directors authorized the repurchase of 10.0 million shares of A&F's Common Stock, which was announced on August 15, 2012.
(3) 
The number shown represents, as of the end of each period, the maximum number of shares of Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above. The shares may be purchased, from time-to-time, depending on market conditions.


38


ITEM 6.     EXHIBITS
Exhibit No.
Document
10.1
Agreement entered into between Abercrombie & Fitch Management Co. and Jonathan E. Ramsden as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Abercrombie & Fitch Co., dated and filed July 9, 2015 (File No. 001-12107).
10.2
Form of Agreement entered into between Abercrombie & Fitch Management Co. and each of Joanne C. Crevoiserat, Christos E. Angelides and Fran Horowitz as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Abercrombie & Fitch Co., dated and filed July 9, 2015 (File No. 001-12107).
10.3
Form of Agreement entered into between Abercrombie & Fitch Management Co. and each of Robert E. Bostrom and Amy L. Zehrer as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co.*
15
Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP.*
31.1
Certifications by Chief Operating Officer (Interim Principal Executive Officer) pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certifications by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32
Certifications by Chief Operating Officer (Interim Principal Executive Officer) and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101
The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended August 1, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Thirteen and Twenty-Six Weeks Ended August 1, 2015 and August 2, 2014; (ii) Condensed Consolidated Balance Sheets at August 1, 2015 and January 31, 2015; (iii) Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 1, 2015 and August 2, 2014; and (iv) Notes to Condensed Consolidated Financial Statements*
 
*
Filed herewith.
**
Furnished herewith.




39


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ABERCROMBIE & FITCH CO.
Date: September 10, 2015
By
 /s/ Joanne C. Crevoiserat
 
 
Joanne C. Crevoiserat
 
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Authorized Officer)


40


EXHIBIT INDEX

Exhibit No.
Document
10.1
Agreement entered into between Abercrombie & Fitch Management Co. and Jonathan E. Ramsden as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Abercrombie & Fitch Co., dated and filed July 9, 2015 (File No. 001-12107).
10.2
Form of Agreement entered into between Abercrombie & Fitch Management Co. and each of Joanne C. Crevoiserat, Christos E. Angelides and Fran Horowitz as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Abercrombie & Fitch Co., dated and filed July 9, 2015 (File No. 001-12107).
10.3
Form of Agreement entered into between Abercrombie & Fitch Management Co. and each of Robert E. Bostrom and Amy L. Zehrer as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co.*
15
Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP.*
31.1
Certifications by Chief Operating Officer (Interim Principal Executive Officer) pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certifications by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32
Certifications by Chief Operating Officer (Interim Principal Executive Officer) and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101
The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended August 1, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the Thirteen and Twenty-Six Weeks Ended August 1, 2015 and August 2, 2014; (ii) Condensed Consolidated Balance Sheets at August 1, 2015 and January 31, 2015; (iii) Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended August 1, 2015 and August 2, 2014; and (iv) Notes to Condensed Consolidated Financial Statements*
 
*
Filed herewith.
**
Furnished herewith.



41


EXHIBIT 10.3

AGREEMENT

This AGREEMENT (this "Agreement"), is entered into between Abercrombie & Fitch Management Co., a Delaware corporation (the "Company"), and ______________ (the "Executive") as of the execution date by the Company below (the "Effective Date").

WHEREAS, the Company and the Executive desire to enter into this Agreement to set forth the terms under which the Executive may be entitled to severance benefits from the Company during the Term of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Executive hereby agree as follows:

1.
Term of Agreement; Termination of Employment

(a) Term. The term of this Agreement shall be from the Effective Date and for a period of two years thereafter (the “Original Term”); provided, that, if a Change in Control (as defined below) occurs during the Original Term, the term of this Agreement shall extend until the later of the Original Term or the expiration of the one-year period following such Change in Control (together with the Original Term, the “Term”).

(b) At-Will Nature of Employment. The Executive acknowledges and agrees that the Executive's employment with the Company is and shall remain "at-will" and the Executive's employment with the Company may be terminated at any time and for any reason (or no reason) by the Company, with or without notice, or the Executive, subject to the terms of this Agreement. During the period of the Executive's employment with the Company, the Executive shall perform such duties and fulfill such responsibilities as reasonably requested by the Company from time to time commensurate with the Executive's position with the Company.

(c) Termination of Employment by the Company. During the Term, the Company may terminate the Executive's employment at any time with or without Cause (as defined below) pursuant to the Notice of Termination provision below.

(d) Termination of Employment by the Executive. During the Term, the Executive may terminate employment with the Company with or without Good Reason (as defined below) by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination; provided, that, if such termination of employment is by the Executive with Good Reason, such notice shall state in reasonable detail the facts and circumstances that constitute Good Reason. This provision does not change the at-will nature of Executive's employment, and the Company may end Executive's employment, pursuant to Executive's notice, prior to the expiration of the thirty (30) days' notice.

(e) Notice of Termination. Any termination of the Executive's employment by the Company or by the Executive shall be communicated by a written Notice of Termination addressed to the Executive or the Company, as applicable. A “Notice of Termination” shall mean a notice stating that the Executive's employment with the Company has been or will be terminated and the specific provisions of this Section 1 under which such termination is being effected.




(f) Termination Date. Subject to Section 4(a) hereof, “Termination Date” as used in this Agreement shall mean in the case of the Executive's death or Disability (as defined below), the date of death or Disability, or in all other cases of termination by the Company or the Executive, the date specified in writing by the Company or the Executive as the Termination Date in accordance with Section 1(e).

2.
Compensation Upon Certain Terminations by the Company.

a.(a) Termination Without Cause, or for Good Reason. If the Executive's employment is terminated during the Term (i) by the Company without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive for Good Reason, in each case, other than during the one-year period following a Change of Control, the Company shall (a) pay to the Executive any portion of Executive’s accrued but unpaid base salary earned through the Termination Date; (b) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the Company’s policies and procedures on reimbursement of expenses; (c) pay to the Executive any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time; and (d) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of the Company) (collectively, the "Accrued Compensation"). In addition, provided that the Executive executes a release of claims in a form acceptable to the Company (a “Release”), returns such Release to the Company by no later than the applicable deadline set forth in such Release (the “Release Deadline”) and does not revoke such Release prior to the expiration of the applicable revocation period (the date on which such Release becomes effective, the “Release Effective Date”), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable):

(1)
The Company will continue to pay the Executive’s Base Salary (as defined below) during the period beginning on the Executive’s Termination Date and continuing for twelve months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Section 4(c) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment.

(2)
The Company will pay to the Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (but in no event later than the 15th day of the third month of the fiscal year following the fiscal year in which the Termination Date occurred), a pro-rated amount of the Executive’s bonus under such plan, based on the actual performance during the applicable period, determined in accordance with the terms of the Plan and subject to the approval of the Compensation and Organization Committee of the Board of Directors. The pro-rated amount shall be calculated using a fraction where the numerator is the number of days from the beginning of the applicable bonus period through the Termination

2



Date and the denominator is the total number of days in the applicable bonus period.

(3)
Subject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during the period in which Salary Continuation is in effect, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(b) Termination for Cause, without Good Reason, or Death. If the Executive's employment is terminated during the Term by the Company for Cause, by the Executive without Good Reason or by reason of the Executive's death, the Company shall provide the Executive (or the Executive’s estate, if applicable) with only the Accrued Compensation.

(c) Termination due to Disability. If the Executive's employment is terminated by the Company by reason of the Executive's Disability, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable): (i) the Company shall provide the Executive with the Accrued Compensation; and (ii) the Executive shall be entitled to receive any disability benefits available under the Company's Long-Term Disability Plan (if any). For purposes of this Agreement, “Disability” means a physical or mental infirmity which impairs the Executive's ability to substantially perform the Executive's duties with the Company or its subsidiaries for a period of at least six (6) months in any twelve (12)-month calendar period as determined in accordance with the Company's long-term disability plan or, in the absence of such plan, as determined by the Company's Board of Directors (the “Board”).

(d) Change of Control. If the Executive’s employment is terminated during the Term (i) by the Company other than for Cause, or due to the Executive’s death or Disability or (ii) by the Executive for Good Reason, in each case, during the one-year period following a Change of Control, then, subject to the Executive executing a Release, returning such Release to the Company by no later than the Release Deadline, and not revoking such Release prior to the expiration of the applicable revocation period, and subject to the further provisions of Sections 2(j), 3, 4 and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if applicable):

(1)
The Company will pay Executive, in one lump sum payment, an amount equal to twelve months of the Executive's Base Salary in effect on the Termination Date, payable in a lump sum on the sixtieth (60th) day following the Termination Date

3


(2)
The Company will pay Executive a lump sum payment, less taxes and withholdings, of an amount equal to the Executive's Target Bonus, payable in a lump sum on the sixtieth (60th) day following the Termination Date.

(3) Subject to the Executive's timely election of continuation coverage under COBRA for a period of twelve months following the Termination Date, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(d)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

(e) Definitions.

(1)
Base Salary. For the purpose of this Agreement, “Base Salary” shall mean the Executive’s annual rate of base salary as in effect on the applicable date; provided, however, that if the Executive’s employment with the Company is being terminated by the Executive for Good Reason as a result of a reduction in the Executive’s Base Salary, then “Base Salary” shall, for purposes of the definition of “Good Reason” and Section 3 of this Agreement, constitute the Executive’s Base Salary as in effect prior to such reduction.

(2)
Cause. For purposes of this Agreement, "Cause" shall mean: (i) the Executive’s conviction of, or entrance of a plea of guilty or nolo contendere to, a felony under federal or state law; (ii) fraudulent conduct by the Executive in connection with the business affairs of the Company; (iii) the Executive’s willful refusal to materially perform the Executive’s duties hereunder; (iv) the Executive’s willful misconduct which has, or would have if generally known, a materially adverse effect on the business or reputation of the company; or (v) the Executive’s material breach of a covenant, representation, warranty or obligation of the Executive to the Company. With respect to the circumstances in subsections (iii), (iv), and (v), above, such circumstances will only constitute “Cause” once the Company has provided the Executive written notice and the Executive has failed to cure such issue within 30 days. No act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company.

(3)
Change of Control. For purposes of this Agreement, "Change of Control" shall have the same meaning as such term is defined in the Amended and Restated A&F Long-Term Incentive Plan as in effect on the date of this Agreement; provided, however, that for purposes of this Agreement, such definition shall only apply to

4


the extent that the event that constitutes such a “Change of Control” also constitutes a “change in ownership or control” as such term is defined in Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance issued thereunder (“Section 409A of the Code”).

(4)
Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s written consent: (i) a reduction in the Executive’s Base Salary or Target Bonus as in effect from time to time; (ii) the Company materially reduces (including as a result of any co-sharing of responsibilities arrangement) the Executive’s authority, responsibilities, or duties, (iii) the Company requires the Executive to be based at a location in excess of 50 miles from the location of its principal executive office as of the date of this Agreement; (iv) the Company fails to obtain the written assumption of its obligations to the Executive under this Agreement by a successor no later than the consummation of a Change in Control; (v) a material breach by the Company of its obligations to the Executive under this Agreement; or (vi) on or following a Change in Control, as defined above, a material adverse change in the Executive’s reporting structure; which in each of the circumstances described above, is not remedied by the Company within 30 days of receipt of written notice by the Executive to the Company; so long as the Executive provides such written notice to the Company no later than 90 days following the first date the event giving rise to a claim of Good Reason exists;

(5)
Target Bonus. “Target Bonus” shall mean the percentage of the Executive’s Base Salary equal to the Executive’s short-term cash bonus opportunity under the terms of the applicable short-term cash bonus program in which the Executive is entitled to participate in respect of the fiscal year of the Company in which the Termination Date occurs (if any); provided, however, that if the Executive’s employment with the Company is terminated by the Executive for Good Reason as a result of a reduction in the Executive’s Target Bonus, then “Target Bonus” shall mean the Executive’s Target Bonus as in effect immediately prior to such reduction.

(f) Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 2 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment, except as provided in Section 2(a)(3) or Section 2(d)(3).

(g) Resignation from Office. The Executive's termination of employment with the Company for any reason shall be deemed to automatically remove the Executive, without further action, from any and all offices held by the Executive with the Company or its affiliates. The Executive shall execute such additional documents as requested by the Company from time to time to evidence the foregoing.

(h) Exclusivity. This Agreement is intended to provide severance payments and/or benefits only under the circumstances expressly enumerated under Section 2 hereof. Unless otherwise determined by the Company in its sole discretion, in the event of a termination of the Executive's employment with the Company for any reason (or no reason) or at any time other than as express-

5


ly contemplated by Section 2 hereof, the Executive shall not be entitled to receive any severance payments and/or benefits or other further compensation from the Company hereunder whatsoever, except for the Accrued Compensation and any other rights or benefits to which the Executive is otherwise entitled pursuant to the requirements of applicable law. Except as otherwise expressly provided in this Section 2, all of the Executive's rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date.

(i) Set-Off. The Executive agrees that, to the extent permitted by applicable law, the Company may deduct from and set-off against any amounts otherwise payable to the Executive under this Agreement such amounts as may be owed by the Executive to the Company. The Executive shall remain liable for any part of the Executive’s payment obligation not satisfied through such deduction and setoff.

(j) Exclusive Remedies. The Executive agrees and acknowledges that the payments and benefits set forth in this Section 2 shall be the only payments and benefits to which the Executive is entitled from the Company in connection with the termination of the Executive’s employment with the Company, and that neither the Company nor its subsidiaries shall have any liability to the Executive or the Executive’s estate, whether under this Agreement or otherwise, in connection with the termination of the Executive’s employment.

3.    Limitations on Certain Payments. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement or otherwise would be an “excess parachute payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 3 to be paid or provided will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided to the Executive, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by a certified accounting firm that is independent from the Company. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 3, the Company will reduce the Executive’s payments and/or benefits, to the extent required, in the following order: (a) the payments due under Section 2(d)(3) (beginning with the payment farthest out in time that would otherwise be paid); (b) the payments due under Section 2(d)(1) (beginning with the payment farthest out in time that would otherwise be paid); (c) the payment due under Section 2(d)(2). The assessment of whether or not such payments or benefits constitute or would include excess parachute payments shall take into account a reasonable compensation analysis of the value of services provided or to be provided by the Executive, including any agreement by the Executive (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to you that may then be in effect.

6


4.
Section 409A of the Code; Withholding.

(a)
This Agreement is intended to avoid the imposition of taxes and/or penalties under Section 409A of the Code. The parties agree that this Agreement shall at all times be interpreted, construed and operated in a manner to avoid the imposition of taxes and/or penalties under with Section 409A of the Code. All references to a termination of employment and separation from service shall mean “separation from service” as defined in Section 409A of the Code, and the date of such “separation from service” shall be referred to as the “Termination Date”.

(b)
All reimbursements provided under this Agreement shall comply with Section 409A of the Code and shall be subject to the following requirement: (i) the amount of expenses eligible for reimbursement, during the Executive’s taxable year may not affect the expenses eligible for reimbursement to be provided in another taxable year; and (ii) the reimbursement of an eligible expense must be made by December 31 following the taxable year in which the expense was incurred. The right to reimbursement is not subject to liquidation or exchange for another benefit.

(c)
Notwithstanding anything in this Agreement to the contrary, for purposes of the period specified in this Agreement relating to the timing of the Executive’s execution of the Release as a condition of the Company’s obligation to provide any severance payments or benefits, if such period would begin in one taxable year and end in a second taxable year, any payment otherwise due to the Executive upon execution of the Release shall be made in the second taxable year and without regard to when the Release was executed or became irrevocable.

(d)
If the Executive is a “specified employee” (as defined under Section 409A of the Code) on the Executive’s Termination Date, to the extent that any amount payable under this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code (and is not otherwise excepted from Section 409A of the Code coverage by virtue of being considered “separation pay” or a “short term deferral” or otherwise) and is payable to Executive based upon a separation from service, such amount shall not be paid until the first day following the six (6) month anniversary of the Executive’s Termination Date.

(e)
To the maximum extent permitted under Section 409A of the Code, the payments and benefits under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treasury Regulation §1.409A-1(b)(9)(iii). Any right to a series of installment payments shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code.

(f)
All amounts due and payable under this Agreement shall be paid less all amounts required to be withheld by law, including all applicable federal, state and local withholding taxes and deductions.

5.    Indemnification. The Company shall indemnify, defend, and hold the Executive harmless to the maximum extent permitted by law and the Company by-laws against all judgments, fines, amounts paid in settlement and all reasonable expenses, including attorneys’ fees incurred by

7


the Executive, in connection with the defense of or as a result of any action or proceeding (or any appeal from any action or proceeding) in which the Executive is made or is threatened to be made a party by reason of the fact that the Executive is or was an officer or director of the Company. Subject to the terms of the Company’s director and officer indemnification policies then in effect, the Company acknowledges that the Executive will be covered and insured up to the full limits provided by all directors’ and officers’ insurance which the Company then maintains to indemnify its directors and officers.

6.
Executive Covenants.

(a)
For the purposes of this Section 6, the term “Company” shall include Abercrombie & Fitch Management Co. and all of its subsidiaries, parent companies and affiliates thereof

(b)
Non-Disclosure and Non-Use. The Executive shall not, during the Term and at all times thereafter, without the written authorization of the Chief Executive Officer (“CEO”) of the Company or such other executive governing body as may exist in lieu of the CEO, (hereinafter referred to as the “Executive Approval”), use (except for the benefit of the Company) any Confidential and Trade Secret Information relating to the Company. The Executive shall hold in strictest confidence and shall not, without the Executive Approval, disclose to anyone, other than directors, officers, employees and counsel of the Company in furtherance of the business of the Company, any Confidential and Trade Secret Information relating to the Company. For purposes of this Agreement, “Confidential and Trade Secret Information” includes: the general or specific nature of any concept in development, the business plan or development schedule of any concept, vendor, merchant or customer lists or other processes, know-how, designs, formulas, methods, software, improvements, technology, new products, marketing and selling plans, business plans, development schedules, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and information regarding the skills, compensation or duties of employees, independent contractors or consultants of the Company and any other information about the Company that is proprietary or confidential. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential and Trade Secret Information to the extent required by law or by any court or regulatory authority having actual or apparent authority to require such disclosure or in connection with any litigation or arbitration involving this Agreement.

The restrictions set forth in this Section 6(b) shall not apply to information that is or becomes generally available to the public or known within the Company’s trade or industry (other than as a result of its wrongful disclosure by the Executive), or information received on a non-confidential basis from sources other than the Company who are not in violation of a confidentiality agreement with the Company.

The Executive further represents and agrees that, during the Term and at all times thereafter, the Executive is obligated to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding trading shares and/or exercising options related to the Company's stock. The Executive acknowledges that the Company has not provided opinions or legal advice regarding the Executive’s obliga-

8


tions in this respect and that it is the Executive's responsibility to seek independent legal advice with respect to any stock or option transaction.

(c)Non-Disparagement and Cooperation. Neither the Executive nor any officer, director of the Company, nor any other spokesperson authorized as a spokesperson by any officer or director of the Company, shall, during the Term or at any time thereafter, intentionally state or otherwise publish anything about the other party which would adversely affect the reputation, image or business relationships and goodwill of the other party in the market and community at large. During the Term and at all times thereafter, the Executive shall fully cooperate with the Company in defense of legal claims asserted against the Company and other matters requiring the testimony or input and knowledge of the Executive. If at any time the Executive should be required to cooperate with the Company pursuant to this Section 6(c), the Company agrees to promptly reimburse the Executive for reasonable documented costs and expenses incurred as a result thereof. The Executive agrees that, during the Term and at all times thereafter, the Executive will not speak or communicate with any party or representative of any party, who is known to the Executive to be either adverse to the Company in litigation or administrative proceedings or to have threatened to commence litigation or administrative proceedings against the Company, with respect to the pending or threatened legal action, unless the Executive receives the written consent of the Company to do so, or is otherwise compelled by law to do so, and then only after advance notice to the Company. Nothing herein shall prevent the Executive from pursuing any claim in connection with enforcing or defending the Executive’s rights or obligations under this Agreement.

(d)Non-Competition. For the period of Executive’s employment with the Company and its subsidiaries and for twelve months following Executive’s Termination Date with the Company and its subsidiaries for any reason (the “Non-Competition Period”), Executive shall not, directly or indirectly, without the Executive Approval, own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any entity listed on Appendix A attached to this Agreement, or any of their current or future divisions, subsidiaries or affiliates (whether majority or minority owned), even if said division, subsidiary or affiliate becomes unrelated to the entity on Appendix A at some future date, or any other entity engaged in a business that is competitive with the Company in any part of the world in which the Company conducts business or is actively preparing or considering conducting business (“Competing Entity”); provided, however, that the “beneficial ownership” by the Executive, either individually or by a “group” in which the Executive is a member (as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of less than 2% of the voting stock of any publicly held corporation shall not be a violation of this Section 6(d). The Executive acknowledges and agrees that any consideration that the Executive received in respect of any non-competition covenant in favor of the Company or its subsidiaries entered into prior to the date hereof shall be incorporated herein as consideration for the promises set forth in this Section 6(d) and that the provisions contained in this Section 6(d) shall supersede any prior non-competition covenants between the Executive and the Company or its subsidiaries.

9


(e)
Non-Solicitation. For the period of Executive’s employment with the Company and its subsidiaries and for twenty-four months following Executive’s Termination Date with the Company and its subsidiaries for any reason (“Non-Solicitation Period”), the Executive shall not, either directly or indirectly, alone or in conjunction with another party, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company with any person who at any time was a customer or supplier of the Company or otherwise had a business relationship with the Company. During the Non-Solicitation Period, the Executive shall not hire, solicit for hire, aid in or facilitate the hire, or cause to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the Company. The Executive acknowledges and agrees that any consideration that the Executive received for in respect of any non-solicitation covenant in favor of the Company or its subsidiaries entered into prior to the date hereof shall be incorporated herein as consideration for the promises set forth in this Section 6(e) and that the provisions contained in this Section 6(e) shall supersede any prior non-solicitation covenants between the Executive and the Company or its subsidiaries.

(f)
Confidentiality of this Agreement. The Executive agrees that, during the Term and at all times thereafter, the Executive shall not speak about, write about, or otherwise publicize or disclose to any third party the terms of this Agreement or any fact concerning its negotiation, execution or implementation, except with (i) an attorney, accountant, or other advisor engaged by the Executive; (ii) the Internal Revenue Service or other governmental agency upon proper request; or (iii) the Executive’s immediate family; provided, that all such persons agree in advance to keep said information confidential and not to disclose it to others.

(g)
Remedies. The Executive agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages. The terms of this Section 6(g) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The Executive and the Company further agree that the confidentiality provisions and the covenants not to compete and solicit contained in this Section 6 are reasonable and that the Company would not have entered into this Agreement but for the inclusion of such covenants herein. The parties agree that the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys' fees and costs, in addition to any other remedies to which either may be entitled at law or in equity in connection with the enforcement of the covenants set forth in this Section 6. Should a court with jurisdiction determine, however, that all or any portion of the covenants set forth in this Section 6 is unreasonable, either in period of time, geographical area, or otherwise, the parties hereto agree that such covenants or portion thereof should be interpreted and enforced to the maximum extent that such court deems reasonable. In the event of any violation of the provisions of this Section 6, the Executive acknowledges and agrees that the post-

10



termination restrictions contained in this Section 6 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination of employment restriction period shall be tolled during any period of such violation. In the event of a material violation by the Executive of this Section 6, any severance being paid to the Executive pursuant to Section 2 of this Agreement or otherwise shall immediately cease, and the aggregate gross amount of any severance previously paid to the Executive shall be immediately repaid to the Company.

(h)
The provisions of this Section 6 shall survive any termination of this Agreement and any termination of the Executive’s employment, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 6.

7.
Successors and Assigns.

(a)
This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term “the Company” as used herein shall include any such successors and assigns to the Company's business and/or assets. The term “successors and assigns” as used herein shall mean a corporation or other entity acquiring or otherwise succeeding to, directly or indirectly, all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

(b)
Neither this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, the Executive's beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative.

8.     Arbitration. Except with respect to the remedies set forth in Section 6(g) hereof, any controversy or claim between the Company or any of its affiliates and the Executive arising out of or relating to this Agreement or its termination shall be settled and determined by a single arbitrator whose award shall be accepted as final and binding upon the parties. The American Arbitration Association, under its Employment Arbitration Rules, shall administer the binding arbitration. The arbitration shall take place in Columbus, Ohio. The Company and the Executive each waive any right to a jury trial or to a petition for stay in any action or proceeding of any kind arising out of or relating to this Agreement or its termination and agree that the arbitrator shall have the authority to award costs and attorney fees to the prevailing party.

9.    Effect on Prior Agreements. Except as otherwise set forth herein, this Agreement supersedes all provisions in prior agreements, either express or implied, between the parties hereto, with respect to post-termination payments and/or benefits; provided, that, this Agreement shall not supersede the Company’s 2005 and 2007 Long-Term Incentive Plans (or any other applicable equity plan) or any applicable award agreements evidencing equity-based incentive awards thereunder (the “Equity Documents”), and any rights of the Executive with respect to equity-

11


based incentive awards hereunder shall be in addition to, and not in lieu of, any rights pursuant to the Equity Documents.

10.     Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or upon receipt if overnight delivery service or facsimile is used, addressed as follows:

To the Executive:
To Executive's last home address as listed in the books and records of the Company.

To the Company:
Abercrombie & Fitch Management Co.
6301 Fitch Path
New Albany, Ohio 43054
Attn: General Counsel

11.     Miscellaneous. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

12.    Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio without giving effect to the conflict of law principles thereof.

13.     Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

12


IN WITNESS WHEREOF, the undersigned has hereto set his/her hand this _____ day of ________________, 2015.


 
 
 
 
 
[NAME OF EXECUTIVE]



IN WITNESS WHEREOF, the undersigned has hereto set its hand this _____ day of ______________, 2015.


 
 
 
 
 
Arthur C. Martinez
 
 
Executive Chairman of the Board of Directors
 
 
Abercrombie & Fitch Co.



IN WITNESS WHEREOF, the undersigned has hereto set its hand this _____ day of ______________, 2015.


 
 
 
 
 
Michael E. Greenlees
 
 
Chair of the Compensation and Organization
 
 
Committee of the Board of Directors
 
 
Abercrombie & Fitch Co.

13


Appendix A



(all current and future (as described in Section 6(d) of the Agreement) subsidiaries, divisions and affiliates of the entities below)

American Eagle Outfitters, Inc.
Gap, Inc.
J. Crew Group, Inc.
Pacific Sunwear of California, Inc.
Urban Outfitters, Inc.
Aeropostale, Inc.
Polo Ralph Lauren Corporation
Jack Wills, Ltd.
SuperGroup, Plc.
Levi Strauss & Co.
L Brands (formerly known as Limited Brands, including, without limitation, Victoria's Secret, Pink, Bath & Body Works, La Senza and Henri Bendel)
Express, Inc.







14




EXHIBIT 15



September 10, 2015


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We are aware that our report dated September 10, 2015 on our review of interim financial information of Abercrombie & Fitch Co. for the thirteen and twenty-six weeks ended August 1, 2015 and August 2, 2014 and included in the Company's quarterly report on Form 10-Q for the quarter ended August 1, 2015 is incorporated by reference in its Registration Statements on Form S-8 (Registration Nos. 333-15941, 333-15945, 333-60189, 333-81373, 333-100079, 333-107646, 333-107648, 333-128000, 333-145166 and 333-176135).

Very truly yours,



/s/ PricewaterhouseCoopers LLP

Columbus, Ohio








EXHIBIT 31.1
 
CERTIFICATIONS
 
I, Jonathan E. Ramsden, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Abercrombie & Fitch Co. for the quarterly period ended August 1, 2015;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal 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
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
ABERCROMBIE & FITCH CO.
 
 
Dated: September 10, 2015
By:  /s/ Jonathan E. Ramsden  
 
      Jonathan E. Ramsden
 
      Chief Operating Officer
 
      (Interim Principal Executive Officer)






EXHIBIT 31.2
 
CERTIFICATIONS

I, Joanne C. Crevoiserat, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Abercrombie & Fitch Co. for the quarterly period ended August 1, 2015;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal 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
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
ABERCROMBIE & FITCH CO.
 
 
 
Dated: September 10, 2015
By:
/s/ Joanne C. Crevoiserat
 
 
Joanne C. Crevoiserat
 
 
Executive Vice President and Chief Financial Officer







EXHIBIT 32
            

Certifications by Chief Operating Officer (Interim Principal Executive Officer) and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

In connection with the Quarterly Report of Abercrombie & Fitch Co. (the “Corporation”) on Form 10-Q for the quarterly period ended August 1, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Jonathan E. Ramsden, Chief Operating Officer (Interim Principal Executive Officer) of the Corporation, and Joanne C. Crevoiserat, 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 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Corporation and its subsidiaries.

/s/ Jonathan E. Ramsden
 
/s/ Joanne C. Crevoiserat
Jonathan E. Ramsden
Chief Operating Officer
(Interim Principal Executive Officer)
 
Joanne C. Crevoiserat
Executive Vice President and Chief Financial Officer
 
 
 
Dated: September 10, 2015
 
Dated: September 10, 2015


*
These certifications are being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. These certifications shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Corporation specifically incorporates these certifications by reference in such filing.




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