ABERCROMBIE & FITCH CO /DE/ (Form: 8-K, Received: 11/21/2011 16:02:23)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2011 (November 15, 2011)

ABERCROMBIE & FITCH CO.

(Exact name of registrant as specified in its charter)


Delaware	1-12107	31-1469076

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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 or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On November 15, 2011, Abercrombie & Fitch Co. (the “Registrant”) issued a press release (the “Release”) reporting the Registrant’s unaudited financial results for the thirteen weeks (quarterly period) and thirty-nine weeks (year-to-date period) ended October 29, 2011. A copy of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant also made available in conjunction with the Release additional unaudited quarterly financial information as of and for the quarterly periods in the fiscal years ended January 28, 2012 and January 29, 2011. Additional financial information was made available for the fiscal years ended January 30, 2010, January 31, 2009, and February 2, 2008. The additional financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant also made available in conjunction with the Release an investor presentation of results for the quarterly period ended October 29, 2011. The presentation, which is available under the “Investor Presentations” tab in the “Investors” section of the Registrant’s website, located at www.abercrombie.com , is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant’s management conducted a conference call on November 16, 2011, at approximately 8:30 a.m., Eastern Time, to review the Registrant’s financial results for the thirteen week period ended October 29, 2011. A copy of the transcript of the conference call is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 15, 2011, the Board of Directors (the “Board”) of the Registrant approved amendments to Sections 1.09 and 2.04 of the Registrant’s Amended and Restated Bylaws. Section 1.09 addresses the requirements to be satisfied by a stockholder who wishes to bring business (other than nominations for election to the Board) before an annual meeting of stockholders. Section 2.04 addresses the requirements to be satisfied by a stockholder who wishes to nominate candidates for election as directors at an annual meeting of stockholders or at any special meeting of stockholders called for the purpose of electing directors.

The amendments to Sections 1.09 and 2.04 of the Amended and Restated Bylaws clarify that a proposing or nominating shareholder, as the case may be, must be a stockholder of record on both the date of the giving of the required notice of proposed business or nomination, as appropriate, and the record date for determining the stockholders entitled to notice of and vote at the relevant meeting of stockholders.

The notice of a proposing or nominating stockholder in respect of an annual meeting must be in writing and delivered and received by the Secretary at the Registrant’s executive offices not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. Previously, these dates had been based on the anniversary date of the proxy statement furnished in connection with the last annual meeting of stockholders. If the annual meeting is called for a date that is not within 25 days before or after the anniversary date of the immediately preceding annual meeting of stockholders, to be timely, the notice must be received not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first.

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In the case of a special meeting of stockholders called for the election of directors, the nominating stockholder’s notice must be delivered and received by the Secretary at the Registrant’s executive offices not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

In order to provide timely notice, stockholders of the Registrant seeking to bring business before the 2012 Annual Meeting of Stockholders, or to nominate candidates for election as directors at the 2012 Annual Meeting, must ensure the required notice is delivered to or mailed and received by the Secretary at the executive offices of the Registrant no earlier than January 17, 2012 and no later than February 18, 2012. These dates differ from those disclosed under the captions “PROPOSAL 1 — ELECTION OF DIRECTORS — Director Nominations” and “STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING OF STOCKHOLDERS” in the Registrant’s Proxy Statement for the Annual Meeting of Stockholders held on June 16, 2011.

The informational requirements for stockholder notices under amended Section 1.09 and amended Section 2.04 are significantly more detailed than had previously been required and include the disclosure of all derivative and synthetic instruments and short interests held by the proposing or nominating stockholder and such stockholder’s affiliates or associates as well as by any proposed nominee. The notice to be submitted by a stockholder must now include the following information:

•

as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal or nomination is being made:

•

the name and address of each such person — in the case of proposed nominations, the record address of the stockholder giving the notice and the principal place of business of the beneficial owner must be provided

•

(A) the class and number of all shares of the Registrant owned beneficially or of record by such person and any affiliates or associates of such person; (B) the name of each nominee holder of shares of the Registrant owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of the Registrant held by each such nominee holder; (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to the stock of the Registrant; and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of the Registrant) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates or such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to shares of the Registrant

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•

a description of all agreements, arrangements or understandings (written or oral) between or among such person, or any affiliates or associates of such person, and (i) in the case of the proposal of business to be brought before an annual meeting, any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; or (ii) in the case of proposed nominations for election as directors at an annual meeting or a special meeting, any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates of such person

•

a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting or special meeting to bring the business described in its notice or nominate the persons named in its notice, as appropriate

•

any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought or for an election of directors

•

as to each matter the stockholder proposes to bring before the annual meeting (other than nominations for election to the Board), a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting and the reason for conducting such business at the annual meeting

•

as to each proposed nominee for election as a director:

•

the name, age, business address and residence address of such person

•

the principal occupation or employment of such person

•

the same information regarding shares of the Registrant owned beneficially or of record by such person or any affiliates or associates of such person as would be required to be provided by the nominating stockholder as described above

•

any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the SEC’s proxy rules

•

a written consent of the proposed nominee to be named as a nominee and to serve as a director if elected

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A stockholder providing notice of business proposed to be brought before an annual meeting or of any nomination proposed to be made at an annual meeting or special meeting must update and supplement such notice, if necessary, so that the information provided is true and correct as of the record date for determining the stockholders entitled to receive notice for the annual meeting. Such update and supplement must be delivered and received by the Secretary at the executive offices of the Registrant not later than five days after the record date for the meeting at issue.

The advance notice requirements in amended Section 1.09 with respect to business (other than nominations for election to the Board) to be brought before an annual meeting of stockholders will not be deemed to affect any rights of stockholders to request inclusion of proposals in the Registrant’s proxy statement pursuant to Rule 14a-8 unless the Securities Exchange Act of 1934 (or any successor provision).

The foregoing summary of amended Section 1.09 and amended Section 2.04 of the Registrant’s Amended and Restated Bylaws is qualified by reference to the full text of those Sections, which are included in Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Item 8.01. Other Events.

In the Release, the Registrant also announced that the Board of Directors of the Registrant had declared a quarterly cash dividend of $0.175 per share in respect of the Registrant’s Class A Common Stock. The dividend was declared on November 15, 2011 and is payable on September 13, 2011 to shareholders of record at the close of business on August 29, 2011.

On November 15, 2011, the Board of the Registrant also approved amendments to the Registrant’s Corporate Governance Guidelines which serve to, among other things:

•

confirm that in identifying and selecting a nominee for election as a director, the Board and the Nominating and Board Governance Committee shall consider, among other things, the Registrant’s strong commitment to diversity and inclusion at all levels of the Registrant;

•

reflect the phased elimination of the classified structure of the Board;

•

implement a retirement policy for directors, pursuant to which each director will not, as a matter of course, be nominated by the Board to stand for election or re-election after reaching age 75; however, the Board may nominate any such director for election or re-election if the Board believes such director’s service on the Board is in the best interests of the Registrant and its stockholders. This policy will apply to directors joining the Board after the date of the amendment;

	•		require a director whose resignation is under consideration (due to the director’s failing to receive the required number of votes for re-election in accordance with the Registrant’s Amended and Restated Bylaws) to abstain from participation in any decision regarding that resignation; and

	•		require that non-management directors meet (without management present) at each regularly scheduled in-person Board meeting, as has been done, as a matter of practice, for the past several years.

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The Corporate Governance Guidelines (as amended through November 15, 2011) are available on the “Corporate Governance” page of the Registrant’s website at www.abercrombie.com, accessible through the “Investors” page.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:


Exhibit No.		Description

	3.1	Certificate regarding Approval of Amendments to Sections 1.09 and 2.04 of Amended and Restated Bylaws of Abercrombie & Fitch Co. by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011

	99.1	Press Release issued by Abercrombie & Fitch Co. on November 15, 2011

	99.2	Additional Unaudited Quarterly and Year-To-Date Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on November 15, 2011

	99.3	Investor presentation of results for the quarterly period ended October 29, 2011, and for the Fiscal 2011 year-to-date made available by Abercrombie & Fitch Co. with the Press Release issued on November 15, 2011

	99.4	Transcript of conference call held by management of Abercrombie & Fitch Co. on November 16, 2011

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SIGNATURE

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 hereunto duly authorized.


	ABERCROMBIE & FITCH CO.
Dated: November 21, 2011	By:	/s/ Jonathan Ramsden
		Jonathan E. Ramsden
		Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated November 21, 2011

Abercrombie & Fitch Co.


Exhibit No.		Description

	3.1	Certificate regarding Approval of Amendments to Sections 1.09 and 2.04 of Amended and Restated Bylaws of Abercrombie & Fitch Co. by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011

	99.1	Press Release issued by Abercrombie & Fitch Co. on November 15, 2011

	99.2	Additional Unaudited Quarterly and Year-to-Date Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on November 15, 2011

	99.3	Investor presentation of results for the quarterly period ended October 29, 2011, and for the Fiscal 2011 year-to-date made available by Abercrombie & Fitch Co. with the Press Release issued on November 15, 2011

	99.4	Transcript of conference call held by management of Abercrombie & Fitch Co. on November 16, 2011

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Exhibit 3.1

Certificate regarding Approval of Amendments to Sections 1.09 and 2.04
of Amended and Restated Bylaws of Abercrombie & Fitch Co.
by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011

The undersigned hereby certifies that he is the duly elected, qualified and acting Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., a Delaware corporation (the “Company”); that a regular meeting of the Board of Directors of the Company was duly called and held on November 15, 2011, at which regular meeting a quorum of the directors of the Company was at all times present; and that the Board of Directors duly approved amendments to Section 1.09 and Section 2.04 of the Company’s Amended and Restated Bylaws to read as set forth on Annex A attached hereto and incorporated herein by reference.

IN WITNESS WHEREOF, the undersigned Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., acting for and on behalf of the Company, has hereunto set his hand this 15 ^th day of November, 2011.

		/s/ Ronald A. Robins, Jr.
		Ronald A. Robins, Jr.
		Senior Vice President, General
		Counsel and Secretary of Abercrombie & Fitch Co.

Annex A

Abercrombie & Fitch Co.

Amendments to Sections 1.09 and 2.04 of the Amended and Restated Bylaws

Section 1.09 . Nature of Business at Meetings of Stockholders . Only such business (other than nominations for election to the Board of Directors, which must comply with the provisions of Section 2.04) may be transacted at an annual meeting of stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 1.09 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 1.09.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

To be considered timely, a stockholder’s notice to the secretary must be delivered either in person or by United States certified mail, postage prepaid, and received at the principal executive offices of the corporation not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided , however , that in the event that the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person; (ii) (A) the class and number of all shares of stock of the corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the

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corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the annual meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.09 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting and such update and supplement shall be delivered either in person or by United States certified mail, postage prepaid, and received by the secretary at the principal executive offices of the corporation not later than five business days after the record date for determining the stockholders entitled to receive notice of the annual meeting. In addition, the stockholder shall promptly provide any other information reasonably requested by the corporation.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 1.09; provided , however , that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 1.09 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 1.09 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

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Section 2.04 . Nominations . Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation, except as may be otherwise provided in the corporation’s certificate of incorporation with respect to the right of holders of preferred stock of the corporation, if any, to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.04 and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting or special meeting and (ii) who complies with the notice procedures set forth in this Section 2.04.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

To be considered timely, a stockholder’s notice to the secretary must be delivered either in person or by United States certified mail, postage prepaid, and received at the principal executive offices of the corporation (a) in the case of an annual meeting, not less than 120 days nor more than 150 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided , however , that in the event that the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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To be in proper written form, a stockholder’s notice to the secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person; (ii) the principal occupation or employment of such person; (iii) (A) the class and number of all shares of stock of the corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the corporation; and (iv) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the class and number of all shares of stock of the corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the annual meeting or special meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

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A stockholder providing notice of any nomination proposed to be made at an annual meeting or special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.04 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual meeting or special meeting, and such update and supplement shall be delivered either in person or by United States certified mail, postage prepaid, and received by the secretary at the principal executive offices of the corporation not later than five business days after the record date for determining the stockholders entitled to receive notice of such annual meeting or special meeting. In addition, the stockholder shall promptly provide any other information reasonably requested by the corporation.

No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.04. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

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Exhibit 99.1

ABERCROMBIE & FITCH REPORTS THIRD QUARTER 2011 RESULTS

BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND OF $0.175

New Albany, Ohio, November 16, 2011: Abercrombie & Fitch Co. (NYSE: ANF) today reported unaudited results which reflected net income of $50.9 million and net income per diluted share of $0.57 for the thirteen weeks ended October 29, 2011, compared to net income of $50.0 million and net income per diluted share of $0.56 for the thirteen weeks ended October 30, 2010.

Mike Jeffries, Chief Executive Officer and Chairman of the Board of Abercrombie & Fitch Co., said:

“While our results for the third quarter were impacted by costing challenges combined with greater uncertainty in the macroeconomic environment, we remain very confident in our strategy, the underlying strength of our brands and our ability to create long-term shareholder value. Our focus remains on execution against our long-term strategy and roadmap objectives.”

Third Quarter Summary

Net sales for the thirteen weeks ended October 29, 2011 increased 21% to $1.076 billion from $885.8 million for the thirteen weeks ended October 30, 2010. U.S. sales, including direct-to-consumer sales, increased 14% to $820.2 million. International sales, including direct-to-consumer sales, increased 56% to $255.7 million. Total Company direct-to-consumer sales, including shipping and handling, increased 41% to $132.4 million.

Total comparable store sales for the quarter increased 7%. By brand, comparable store sales increased 4% for Abercrombie & Fitch, 6% for abercrombie kids, and 8% for Hollister Co. Total sales by brand were $436.1 million for Abercrombie & Fitch, $104.2 million for abercrombie kids and $518.0 million for Hollister Co.

The gross profit rate for the third quarter was 60.1%, 360 basis points lower than last year’s third quarter gross profit rate. The decrease in the gross profit rate was driven primarily by an increase in average unit cost combined with an approximately flat AUR.

Stores and distribution expense, as a percentage of net sales, decreased to 42.9% from 43.5% for the third quarter last year. The decrease in the stores and distribution expense rate was driven by lower store occupancy costs as a percentage of net sales.

Marketing, general and administrative expense for the third quarter was $107.8 million or 10.0% of sales compared to $102.6 million or 11.6% of sales during the same period last year. On a dollar basis, the 5% increase in marketing, general and administrative expense was due to increases in compensation, including equity compensation, and outside services, partially offset by a decrease in incentive compensation expense.

The effective tax rate for the thirteen weeks ended October 29, 2011 was 35.8%.

Net income was $50.9 million and net income per diluted share was $0.57 for the thirteen weeks ended October 29, 2011, compared to net income of $50.0 million and net income per diluted share of $0.56 for the comparable period last year.

During the third quarter of Fiscal 2011, the Company repurchased 150,000 shares of its common stock at an aggregate cost of approximately $8.8 million. As of October 29, 2011, the Company had approximately 8.2 million remaining shares available for purchase under its publicly announced stock repurchase authorizations.

The Company ended the quarter with $488.3 million in cash and cash equivalents, no borrowings under the credit agreement, and immaterial outstanding letters of credit, compared to $593.3 million in cash and cash equivalents, borrowings under the credit agreement of $57.2 million and outstanding letters of credit of $10.6 million at the comparable point last year.

2011 Outlook

The Company continues to anticipate opening five Abercrombie & Fitch flagship locations during Fiscal 2011, including flagships opened in Paris in May and Madrid on November 3, 2011, and openings in Dusseldorf, Brussels and Singapore in December. The Company expects to open 40 international mall-based Hollister stores, of which 25 had opened as of October 29, 2011.

The Company expects to open two domestic stores in Fiscal 2011 and expects to close approximately 55 to 60 domestic stores through natural lease expirations, primarily at the end of the year.

The Company continues to expect total capital expenditures for Fiscal 2011 to be approximately $350 million.

Other Developments

The Company announced plans to open Abercrombie & Fitch flagships in Amsterdam and Munich in Fiscal 2012. These are in addition to the previously announced Abercrombie & Fitch flagships in Hamburg and Hong Kong for Fiscal 2012.

On November 15, 2011, the Board of Directors declared a quarterly cash dividend of $0.175 per share on the Class A Common Stock of Abercrombie & Fitch Co. payable on December 13, 2011 to shareholders of record at the close of business on November 28, 2011.

An investor presentation of third quarter results will be available in the “Investors” section of the Company’s website at www.abercrombie.com at approximately 8:00 AM, Eastern Time, today.

At the end of the third quarter, the Company operated a total of 1,092 stores. The Company operated 316 Abercrombie & Fitch stores, 179 abercrombie kids stores, 501 Hollister Co. stores and 18 Gilly Hicks stores in the United States. The Company operated 10 Abercrombie & Fitch stores, four abercrombie kids stores, 63 Hollister Co. stores and one Gilly Hicks store internationally. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com and www.gillyhicks.com.

Today at 8:30 AM, Eastern Time, the Company will conduct a conference call. Management will discuss the Company’s performance and its plans for the future and will accept questions from participants. To listen to the conference call, dial (888)-215-7015 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (913) 312-0676. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820 followed by the conference ID number 3493874 or through wwww.abercrombie.com.

For further information, call:
Eric Cerny
Senior Manager, Investor Relations
(614) 283-6385

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

A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management or spokespeople of A&F 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. Except as may be required by applicable law, we assume no obligation to publicly update or revise our forward-looking statements. The following factors, in addition to those included in the disclosure 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 the fiscal year ended January 29, 2011, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2011 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: changes in economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, could have a material adverse effect on our business, results of operations and liquidity; if we are unable to anticipate, identify and respond to changing fashion trends and consumer preferences in a timely manner, and manage our inventory commensurate with customer demand, our sales levels and profitability may decline; fluctuations in the cost, availability and quality of raw materials, labor and transportation, could cause manufacturing delays and increase our costs; equity-based compensation awarded under the employment agreement with our Chief Executive Officer could adversely impact our cash flows, financial position or results of operations and could have a dilutive effect on our outstanding Common Stock; our growth strategy relies significantly on international expansion, which adds complexity to our operations and may strain our resources and adversely impact current store performance; our international expansion plan is dependent on a number of factors, any of which could delay or prevent successful penetration into new markets or could adversely affect the profitability of our international operations; our direct-to-consumer sales are subject to numerous risks that could adversely impact sales; we have incurred, and may continue to incur, significant costs related to store closures; the costs associate with our development of a new brand concept such as Gilly Hicks could have a material adverse effect on our financial condition or results of operations; 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; comparable store sales will continue to fluctuate on a regular basis and impact the volatility of the price of our Common Stock; our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours; our ability to attract customers to our stores depends, in part, on the success of the shopping malls in which most of our stores are located; our net sales fluctuate on a seasonal basis, causing our results of operations to be susceptible to changes in Back-to-School and Holiday shopping patterns; our inability to accurately plan for product demand and allocate merchandise effectively could have a material adverse effect on our results; 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; interruption in the flow of merchandise from our key vendors and international manufacturers could disrupt our supply chain, which could result in lost sales and could increase our costs; we do not own or operate any manufacturing facilities and, therefore, depend upon independent third parties for the manufacture of all our merchandise; our reliance on two distribution centers domestically and one third-party distribution center internationally makes us susceptible to disruptions or adverse conditions affecting our distribution centers; our reliance on third parties to deliver merchandise from our distribution centers to our stores and direct-to-consumer customers could result in disruptions to our business; we may be exposed to risks and costs associated with credit card fraud and identity theft that would cause us to incur unexpected expenses and loss of revenues; modifications and/or upgrades to our information technology systems may disrupt our operations; our facilities, systems and stores as well as the facilities and systems of our vendors and manufacturers, are vulnerable to natural disasters and other unexpected events, any of which could result in an interruption in our business and adversely affect our operating results; our litigation exposure could exceed expectations, having 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; fluctuations in our tax obligations and effective tax rate may result in volatility in our operating results; the effects of war or acts of terrorism could have a material adverse effect on our operating results and financial condition; our inability to obtain commercial insurance at acceptable prices or our failure to adequately reserve for self-insured exposures might increase our expenses and adversely impact our financial results; reduced operating results and cash flows at the store level may cause us to incur impairment charges; we are subject to customs, advertising, consumer protection, privacy, zoning and occupancy and labor and employment laws that could require us to modify our current business practices, incur increased costs or harm our reputation if we do not comply; changes in the regulatory or compliance landscape could adversely affect our business and results of operations; our unsecured credit agreement includes financial and other covenants that impose restrictions on our financial and business operations; and our operations may be affected by regulatory changes related to climate change and greenhouse gas emissions.

Abercrombie & Fitch Co.

Consolidated Statements of Income

Thirteen Weeks Ended October 29, 2011 and October 30, 2010

(in thousands, except per share data)


	(Unaudited)						(Unaudited)
	Q3 2011			% of Net Sales			Q3 2010			% of Net Sales

Net Sales	$	1,075,856			100.0	%	$	885,778			100.0	%

Cost of Goods Sold		429,334			39.9	%		321,346			36.3	%


Gross Profit		646,522			60.1	%		564,432			63.7	%

Total Stores and Distribution Expense		461,683			42.9	%		385,135			43.5	%

Total Marketing, General and Administrative Expense		107,844			10.0	%		102,612			11.6	%

Other Operating Income, Net		(2,855	)		-0.3	%		(1,692	)		-0.2	%


Operating Income		79,850			7.4	%		78,377			8.8	%

Interest Expense, Net		533			0.0	%		671			0.1	%


Income Before Taxes		79,317			7.4	%		77,706			8.8	%

Tax Expense		28,412			2.6	%		27,666			3.1	%

Net Income	$	50,905			4.7	%	$	50,040			5.6	%


Net Income Per Share:
Basic	$	0.59					$	0.57
Diluted	$	0.57					$	0.56

Weighted-Average Shares Outstanding:
Basic		86,962						88,236
Diluted		89,707						90,069

Abercrombie & Fitch Co.

Consolidated Statements of Income

Thirty-Nine Weeks Ended October 29, 2011 and October 30, 2010

(in thousands, except per share data)


	(Unaudited)						(Unaudited)
	Q3 2011			% of Net Sales			Q3 2010			% of Net Sales

Net Sales	$	2,829,292			100.0	%	$	2,319,381			100.0	%

Cost of Goods Sold		1,056,067			37.3	%		838,186			36.1	%


Gross Profit		1,773,225			62.7	%		1,481,195			63.9	%

Total Stores and Distribution Expense		1,286,108			45.5	%		1,104,027			47.6	%

Total Marketing, General and Administrative Expense		325,493			11.5	%		294,450			12.7	%

Other Operating Income, Net		(4,146	)		-0.1	%		(4,507	)		-0.2	%


Operating Income		165,770			5.9	%		87,225			3.8	%

Interest Expense, Net		2,469			0.1	%		2,303			0.1	%


Income from Continuing Operation Before Taxes		163,301			5.8	%		84,922			3.7	%

Tax Expense from Continuing Operations		56,019			2.0	%		27,232			1.2	%


Net Income from Continuing Operations		107,282			3.8	%		57,690			2.5	%

Net Income from Discontinued Operations (net of taxes)		796			0.0	%		—			—	%


Net Income	$	108,078			3.8	%	$	57,690			2.5	%


Net Income Per Share from Continuing Operations:
Basic	$	1.23					$	0.65
Diluted	$	1.19					$	0.64

Net Income Per Share from Discontinued Operations:
Basic	$	0.01					$	—
Diluted	$	0.01					$	—

Net Income Per Share:
Basic	$	1.24					$	0.65
Diluted	$	1.20					$	0.64

Weighted-Average Shares Outstanding:
Basic		87,170						88,184
Diluted		90,167						89,731

Abercrombie & Fitch Co.

Consolidated Balance Sheets

(in thousands)


	(Unaudited)				(Unaudited)
	October 29, 2011		January 29, 2011		October 30, 2010

ASSETS

Current Assets
Cash and Equivalents	$	488,341	$	826,353	$	593,291
Receivables		89,622		81,264		82,264
Inventories		679,341		385,857		511,821
Deferred Income Taxes		55,059		60,405		69,943
Other Current Assets		86,518		79,389		83,849


Total Current Assets		1,398,881		1,433,268		1,341,168

Property and Equipment, Net		1,237,430		1,144,940		1,215,884

Non-Current Marketable Securities		100,334		100,534		124,837

Other Assets		344,876		269,160		240,888


TOTAL ASSETS	$	3,081,521	$	2,947,902	$	2,922,777


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accounts Payable and Outstanding Checks	$	281,775	$	137,235	$	202,044
Accrued Expenses		311,693		306,587		242,835
Deferred Lease Credits		43,181		41,538		43,336
Income Taxes Payable		43,301		73,491		57,096


Total Current Liabilities		679,950		558,851		545,311

Long-Term Liabilities
Deferred Income Taxes		34,833		33,515		47,178
Deferred Lease Credits		192,130		192,619		202,596
Long-term Debt		26,321		68,566		81,670
Other Liabilities		217,057		203,567		199,191


Total Long-Term Liabilities		470,341		498,267		530,635

Total Shareholders’ Equity		1,931,230		1,890,784		1,846,831


TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,081,521	$	2,947,902	$	2,922,777

Abercrombie & Fitch Co.

U.S. Store Count

(Unaudited)

Thirteen and Thirty-Nine Week Periods Ended October 29, 2011


Store Activity	Abercrombie & Fitch		abercrombie			Hollister			Gilly Hicks		Total

July 30, 2011		316		179			501			18		1,014

New		—		—			—			—		—

Closed		—		—			—			—		—


October 29, 2011		316		179			501			18		1,014


January 29, 2011		316		181			502			18		1,017

New		—		—			—			—		—

Closed		—		(2	)		(1	)		—		(3	)


October 29, 2011		316		179			501			18		1,014

Abercrombie & Fitch Co.

International Store Count

(Unaudited)

Thirteen and Thirty-Nine Week Periods Ended October 29, 2011


Store Activity	Abercrombie & Fitch		abercrombie		Hollister		Gilly Hicks		Total

July 30, 2011		10		4		44		1		59

New		—		—		19		—		19

Closed		—		—		—		—		—


October 29, 2011		10		4		63		1		78


January 29, 2011		9		4		38		1		52

New		1		—		25		—		26

Closed		—		—		—		—		—


October 29, 2011		10		4		63		1		78

Exhibit 99.2

Abercrombie & Fitch Co.
Quarterly Financial Information
(Unaudited)
(in thousands, except per share data and store data)


										Fiscal 2010															Fiscal 2011			Fiscal 2011			Fiscal 2011			Fiscal 2011
	2007			2008			2009			Q1			Q2			Q3			Q4			YTD			Q1			Q2			Q3			YTD

Net Sales	$	3,699,656		$	3,484,058		$	2,928,626		$	687,804		$	745,798		$	885,778		$	1,149,396		$	3,468,777		$	836,674		$	916,763		$	1,075,856		$	2,829,292

Cost of Goods Sold		1,211,490			1,152,963			1,045,028			256,388			260,450			321,346			418,410			1,256,596			293,013			333,721			429,334			1,056,067


Gross Profit		2,488,166			2,331,095			1,883,598			431,416			485,348			564,432			730,986			2,212,181			543,661			583,042			646,522			1,773,225

Total Stores and Distribution Expense		1,344,178			1,436,363			1,425,950			354,410			364,482			385,135			485,475			1,589,501			399,101			425,325			461,683			1,286,108

Total Marketing, General and Administrative Expense		376,780			405,248			353,269			96,632			95,206			102,612			106,354			400,804			107,651			109,999			107,844			325,493

Other Operating (Income) Expense, Net		(11,702	)		(8,778	)		(13,533	)		(914	)		(1,900	)		(1,692	)		(5,549	)		(10,056	)		(1,836	)		544			(2,855	)		(4,146	)


Operating Income (Loss)		778,909			498,262			117,912			(18,712	)		27,560			78,377			144,706			231,932			38,745			47,174			79,850			165,770

Interest (Income) Expense, Net		(18,827	)		(11,382	)		(1,598	)		825			807			671			1,058			3,362			950			985			533			2,469


Income (Loss) from Continuing Operations Before Taxes		797,737			509,644			119,510			(19,537	)		26,753			77,706			143,648			228,570			37,795			46,189			79,317			163,301

Tax Expense (Benefit) for Continuing Operations		298,610			201,475			40,557			(7,709	)		7,274			27,666			51,055			78,287			13,450			14,158			28,412			56,019


Net Income (Loss) from Continuing Operations		499,127			308,169			78,953			(11,828	)		19,479			50,040			92,593			150,283			24,345			32,031			50,905			107,282

Net Income (Loss) from Discontinued Operations (Net of Taxes)		(23,430	)		(35,914	)		(78,699	)		—			—			—			—			—			796			—			—			796


Net Income (Loss)	$	475,697		$	272,255		$	254		$	(11,828	)	$	19,479		$	50,040		$	92,593		$	150,283		$	25,141		$	32,031		$	50,905		$	108,078


Net Income (Loss) Per Share from Continuing Operations:
Basic	$	5.72		$	3.55		$	0.90		$	(0.13	)	$	0.22		$	0.57		$	1.06		$	1.71		$	0.28		$	0.37		$	0.59		$	1.23
Diluted	$	5.45		$	3.45		$	0.89		$	(0.13	)	$	0.22		$	0.56		$	1.03		$	1.67		$	0.27		$	0.35		$	0.57		$	1.19

Net (Loss) Income Per Share from Discontinued Operations:
Basic	$	(0.27	)	$	(0.41	)	$	(0.90	)	$	—		$	—		$	—		$	—		$	—		$	0.01		$	—		$	—		$	0.01
Diluted	$	(0.26	)	$	(0.40	)	$	(0.89	)	$	—		$	—		$	—		$	—		$	—		$	0.01		$	—		$	—		$	0.01

Net Income (Loss) Per Share:
Basic	$	5.45		$	3.14		$	—		$	(0.13	)	$	0.22		$	0.57		$	1.06		$	1.71		$	0.29		$	0.37		$	0.59		$	1.24
Diluted	$	5.20		$	3.05		$	—		$	(0.13	)	$	0.22		$	0.56		$	1.03		$	1.67		$	0.28		$	0.35		$	0.57		$	1.20

Weighted-Average Shares Outstanding:
Basic		87,248			86,816			87,874			88,095			88,220			88,236			87,691			88,061			87,282			87,267			86,962			87,170
Diluted		91,523			89,291			88,609			88,095			89,386			90,069			90,214			89,851			90,441			90,353			89,707			90,167

Comparable Store Sales		-1	%		-13	%		-23	%		1	%		5	%		7	%		13	%		7	%		10	%		9	%		7	%		8	%

Actual Shares Outstanding		86,156			87,055			87,985			88,197			88,246			87,811			87,246			87,246			87,377			86,966			87,158			87,158

Number of Stores — End of Period		1,013			1,097			1,096			1,100			1,098			1,106			1,069			1,069			1,071			1,073			1,092			1,092

Gross Square Feet — End of Period		7,133			7,760			7,848			7,876			7,869			7,940			7,756			7,756			7,738			7,801			7,967			7,967

Exhibit 99.3

Investor Presentation 2011 Third Quarter

2 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this presentation or made by management or spokespeople of A&F 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. Except as may be required by applicable law, we assume no obligation to publicly update or revise our forward-looking statements. The factors included in the disclosure 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 the fiscal year ended January 29, 2011, in some cases have affected and in the future could affect the Company's financial performance and could cause actual results for the 2011 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this presentation or otherwise made by management. OTHER INFORMATION All dollar and share amounts are in 000's unless otherwise stated. Sub-totals and totals may not foot due to rounding.

3 Q3 P&L Summary

4 Year-To-Date P&L Summary

5 Sales Analysis Versus Prior Year Sales Mix Sales Mix

6 Sales Growth Contribution

7 Operating Expense

8 Inventory Analysis

9 Share Repurchases

10 Liquidity

11 Q4 Outlook Gross Margin: Similar erosion to Q3 Store Occupancy: Mid $180 millions All Other Stores and Distribution: Approximately flat as a percentage of sales to last year; includes accelerated depreciation of distribution center Marketing, General and Administrative: Approximately flat in dollar terms to last year Expense guidance excludes potential impairment charges and other potential charges associated with additional store closures or other underperforming real estate

12 International Hollister Store Count - Cumulative

13 Q3 International Hollister Store Openings

14 Confirmed Flagship Openings

15 Appendix: EPS (Unaudited)

16 Appendix: Q3 Store Count Activity Store Count - By Brand and Region

17 Appendix: Year-To-Date Store Count Activity Store Count - By Brand and Region

Exhibit 99.4


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

CORPORATE PARTICIPANTS

Eric Cerny
Abercrombie & Fitch Co. — Senior Manager, IR

Mike Jeffries
Abercrombie & Fitch Co. — Chairman & CEO

Jonathan Ramsden
Abercrombie & Fitch Co. — EVP & CFO

CONFERENCE CALL PARTICIPANTS

Jeff Klinefelter
Piper Jaffray — Analyst

Randy Konik
Jefferies & Co. — Analyst

Stacy Pak
Barclays Capital — Analyst

Evren Kopelman
Wells Fargo Securities — Analyst

Janet Kloppenburg
JJK Research — Analyst

Liz Dunn
Macquarie Research — Analyst

Brian Tunick
JPMorgan — Analyst

Jennifer Black
Jennifer Black & Associates — Analyst

Anna Andreeva
FBR Capital Markets — Analyst

Christine Chen
Needham & Co. — Analyst

Dana Telsey
Telsey Advisory Group — Analyst

Edward Yruma
KeyBanc Capital Markets — Analyst

Paul Lejuez
Nomura Securities — Analyst

Barbara Wyckoff
CLSA — Analyst

Michelle Tan
Goldman Sachs — Analyst

Omar Saad
ISI Group — Analyst

Kimberly Greenberger
Morgan Stanley — Analyst


THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Us ©2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies.

FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Erika Maschmeyer
Robert W. Baird — Analyst

Lorraine Hutchinson
Bank of America-Merrill Lynch — Analyst

Robin Murchison
SunTrust Robinson Humphrey — Analyst

David Glick
Buckingham Research — Analyst

Jeff Black
Citi — Analyst

PRESENTATION

Operator

Good day and welcome to the Abercrombie and Fitch third-quarter earnings results conference call. Today’s conference is being recorded. (Operator Instructions). We will open the call to take your questions at the end of the presentation. We ask that you limit yourself to one question during the question-and-answer session. At this time, I would like to turn the conference over to Mr. Eric Cerny. Mr. Cerny, please go ahead, sir.

Eric Cerny — Abercrombie & Fitch Co. — Senior Manager, IR

Good morning and welcome to our third-quarter earnings call. Earlier today, we released our third-quarter sales and earnings, income statement, balance sheet, store opening and closing summary and an updated financial history. Please feel free to reference these materials available on our website. Also available on our website is an investor presentation, which we will be referring to in comments during this call. This call is being recorded and the replay may be accessed through the Internet at Abercrombie.com under the Investors section.

Before we begin, I remind you that any forward-looking statements we may make today are subject to the Safe Harbor statement found in our SEC filings. Today’s earnings call will be limited to one hour. Joining me today on the call are Mike Jeffries and the Jonathan Ramsden. We will begin the call with a few brief remarks from Mike, followed by a review of the financial performance for the quarter from Jonathan. After our prepared comments, we will be available to take your questions for as long as time permits. I will turn the call over to Mike.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Good morning, everyone. Thank you for joining us today. I ended my comments on our last earnings call by saying that there were greater challenges and uncertainty in the back half of the year, but that we remained confident in our strategy and in the underlying strengths of our brands.

Clearly, our results for the third quarter were impacted by some of those challenges. Equally, however, our confidence in our long-term strategy in the strength of our brands and in our ability to create long-term shareholder value, in particular through our international expansion, is unchanged.

So I would like to start this call by being very clear on two points. First, that our strategy is unchanged. Second, that our financial objectives are unchanged.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

As you know, our strategic objective is to leverage the international appeal of our iconic brands to build a highly profitable, sustainable global business. This means continuing to open highly profitable stores in Europe and beyond that into Asia and other new markets. In the US, it means driving productivity back toward peak levels while closing underperforming and non-brand-right stores. In direct-to-consumer, it means investing to drive greater penetration, particularly internationally in this very profitable channel.

With that, I would like to make some specific comments on our performance during the quarter. First, our European business. While slowing somewhat during the quarter, it is very robust and healthy by any objective measure. If anyone doubts that, I strongly encourage you to visit London, Milan or Paris to see first hand what is happening in our flagship stores there. Or to visit our recently opened [Hollister] (added by company after the call) stores in Dublin, Paris, at the Wijnegem Shopping Center in Antwerp or at the Gallerian Mall in Stockholm. In each of which, we are annualizing at over $10 million.

Our London flagship remains highly profitable second only to A&F 5th Ave in overall profit contribution, but with a higher four-wall margin. The Milan and Paris flagships are not far behind and just two weeks ago, we had another very successful flagship opening in Madrid.

Just three years after we opened our first Hollister store in Europe, we now have 50 stores annualizing at well over $0.5 billion. In the UK, our most mature European market for Hollister, four-wall margins were very strong while we continued to comp positively and opened five new stores during the quarter.

We are proud of what we have accomplished in just a few short years in Europe, but more important, we are excited about the opportunity ahead of us. We are not immune to the macroeconomic environment, so we demand high profitability levels from our new stores based on conservative assumptions and this underpins our belief in the long-term sustainability of our model.

If anyone is inclined to believe that a softening of our business in Europe this quarter in the face of severe macroeconomic headwinds is a major issue for our model, frankly, I think they are missing the forest for the trees.

In Asia, we are very pleased with our first Hollister store opening in Hong Kong, which is also tracking to be over a $10 million store. We remain excited about our first openings in Mainland China during this quarter.

Turning to the US, our tourist stores also remain robust with Florida particularly strong.Within the US promotional chain stores, we have chosen to keep our focus on driving productivity and we were effective in doing that during the quarter. To do this, we chose to keep our AURs down in these stores, which, combined with double-digit AUC increases, put significant pressure on our gross margins in excess of the expense leverage we achieved. We expect that pressure to reverse in the next few quarters with trends on both AUR and AUC improving and with the benefit of additional store closures.

Turning to DTC, our strong overall growth was driven mainly by the US. Looking to 2012, we are highly focused on driving faster growth in our international business. As part of this, we have recently initiated fulfillment of European DTC sales from our third-party distribution center in the Netherlands. We continue to expect that we will drive strong profitability growth from each of these channels and improve our operating margins by growing our Home Office and other central expenses at rates well below the overall rate of sales growth.

In conclusion, I would like to reaffirm that our strategy is very much on track. We have always said that we are not immune to the macroeconomic environment, but we are very confident that the quality, commitment to standards and pursuit of excellence on which our business is based stand us in very good stead to weather external impacts to our business. I will now turn it over to Jonathan, but will be happy to take your questions later.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Thanks, Mike and good morning, everyone. As Mike noted a moment ago, we struck a note of caution on our Q2 earnings call with regard to macroeconomic and currency uncertainty, which, allied with the effect of pricing changes, gave us less visibility than in prior quarters. As the quarter progressed, and particularly from early September onwards, it became clear that some of these factors were affecting our business.

Our EPS for the quarter was up only slightly from last year with a reduced contribution from our US chain business offset by less of a tailwind than we had anticipated from our European business. However, our year-to-date EPS is up 86%, excluding discontinued operations and approximately in line with our original budget. In addition, as Mike indicated, there is no change to our $4.75 EPS objective for next year.

Coming back to the third quarter. Sales for the quarter increased 21% to $1.076 billion. US sales, including DTC, were up 14%; international sales were up 56%. Overall DTC sales, including shipping and handling, were up 41%. Comp store sales increased 7% across all brands; men’s and women’s comps were similar. Foreign currency changes accounted for approximately 55 basis points of the sales increase based on converting prior-year sales at current year rates. Relative to our initial budget for the quarter, FX affected sales negatively by around $6 million.

Our gross margin rate for the quarter was 60.1%, down 360 basis points from last year. This reflected significant erosion in our US chain store gross margins as we chose to keep AURs down at the same time that AUC was up significantly. Overall, AUR was approximately flat for the quarter.

Turning to operating expenses, stores and distribution expense for the quarter included store occupancy costs of $178 million, lower than our guidance, driven by changes in possession dates and foreign currency. All other stores and distribution costs represented 26.4% of sales and delevered somewhat more than expected due to lower sales. As a reminder, stores and distribution expense for the quarter included approximately $4 million of accelerated depreciation from our DC consolidation.

MG&A expense for the quarter increased 5%, better than our double-digit growth guidance, primarily due to lower incentive and equity compensation. MG&A for the quarter include total equity and incentive comp of $14.1 million versus $15.6 million last year. For the quarter, we achieved approximately 220 basis points of expense leverage.

Overall, operating income was flat for the quarter with profit growth from international stores and DTC offset by lower profits in our US chain stores and higher MG&A and other non-four-wall costs.

The tax rate for the quarter was 35.8%. On a full-year basis, we expect the rate to be around 35% or slightly below; although it remains sensitive to the US international mix. Diluted EPS for the quarter was $0.57.

Turning to the balance sheet, we ended the quarter with total inventory at cost, up 33% versus year ago or up 26%, excluding in-transit. We expect inventory to be up by a greater percentage at year-end. This includes the effect of fourth-quarter new store openings.

During the quarter, we repurchased approximately 150,000 shares at an aggregate cost of $8.8 million. We ended the quarter with $488 million in cash and equivalents compared to $593 million in cash and equivalents at the comparable point last year. This number reflects buybacks and dividends of approximately $207 million in the past 12 months and the paydown of $57 million in revolver debt; in addition to which we have eliminated substantially all outstanding letters of credit. While we took a more conservative approach on buybacks this quarter, the general parameters we have discussed in the past continue to apply going forward.

To add some color on our operating performance for the quarter, our international stores had overall four-wall margins of greater than 30%. Both our margins and return on Investment in Europe remained very strong. A&F international flagships comped negatively, but significant AUR increases protected the gross margin rates in these stores. Japan and Canada both had declines in operating income as a result of negative same-store sales with Japan down significantly.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Turning to expectations for the fourth quarter, we expect gross margin rate erosion similar to that in Q3. Some more specific guidance on fourth-quarter expense projections is included in our investor presentation. This expense guidance excludes the impact of any potential impairment charges resulting from our annual review of long-lived assets and other potential charges associated with additional store closures or other underperforming real estate.

Store occupancy costs for the fourth quarter are expected to be in the mid-$180 millions. All other stores and distribution costs are expected to be approximately flat as a percentage of sales to last year. MG&A expense for the fourth quarter is expected to be approximately flat to last year.

Our plans for store openings for the year remain in line with prior guidance. We expect to close approximately 55 to 60 US stores during the fiscal year through natural lease expirations, but the overall number of closures may increase as a result of buyouts or other early closures. We continue to expect total capital expenditures for 2011 to be approximately $350 million.

Turning to 2012, our roadmap to the $4.75 in EPS includes a similar or somewhat greater number of Hollister openings as compared to 2011, which is a rate we expect to maintain in subsequent years.

With regard to flagships, we are announcing today that we are adding Amsterdam and Munich to the list of confirmed 2012 openings. These openings are in addition to the previously announced Hamburg and Hong Kong A&F openings. We expect to confirm additional openings on our February earnings call. We will provide more detail on the components of our $4.75 objective for 2012 on our February earnings call. However, the key components are the store opening plans referenced a moment ago, the goals for US store productivity we have discussed in the past, including modest AUR increases for 2012 and sourcing cost assumptions based on our current visibility into 2012. We are not modeling in any closures beyond the natural closures I talked about a moment ago, although we are hopeful that we will derive some benefit from additional closures.

This concludes our prepared comments section of the call. We are now available to take your questions. Thank you.

QUESTION SAN DANSWERS

Operator

(Operator Instructions). Jeff Klinefelter, Piper Jaffray.

Jeff Klinefelter — Piper Jaffray — Analyst

Yes, thank you. Thanks for the detail this morning, Mike and Jonathan. My question, Mike, would be, or Mike and Jonathan, would be around Europe and maybe providing a little bit more of your thoughts on the trends by different region, by the concept between flagships and Hollisters. I mean I think that probably the number one question about this $4.75 target, in addition to the inputs you already described, Jonathan, would be what sort of assumptions about Europe would be included in that? And help us understand kind of the puts and takes and what kind of flexibility you have to navigate toward that number if Europe doesn’t trend the direction that we all hope it does?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Sure, Jeff. I think that’s a great question. I think, first of all, I think it was very clear from Mike’s comments and also from mine that our Hollister Europe business is in extremely good shape. We grew the top line while we were adding new stores, at least one of which — the new Stratford Mall in London — probably cannibalized a little bit from the other London stores since it is a new mall.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

But we opened 19 Hollister stores during the quarter. Five of them opened right in the last week of the quarter, so it is frankly too early for us to talk about those, but of the other 14, 12 of them are running ahead of their projections and those projections are tied to that 30% four-wall margin that we have talked about.

For all of the 40 stores we expect to open this year, we expect them to average around $10 million in annualized volume based on the current run rate of those stores, which is after that stepdown that we have seen in the last couple of months in terms of the deteriorating trend in Europe.

So we feel extremely good about the Hollister business in Europe. As one of our Board members said earlier this week, it is practically gravity-defying when you look at all the other news that is coming out of Europe now, that we are continuing to actually grow the productivity of those stores. And Mike talked about Dublin where we opened a store that is doing unbelievably well in an environment that’s obviously particularly difficult in Ireland, but we are seeing that elsewhere as well.

I think if you look at the mix of stores that opened this quarter, a couple of them are in Canada, a couple of them were in the eastern part of Germany where the productivity of those stores is somewhat lower than we would see in the west of Germany. We had a couple in Spain. So the average productivity of the stores we happened to open this quarter is probably lower than the average productivity we’ve talked about over time.

But if you look at where we are today with the 50 stores we have open, we are saying they are running at over $0.5 billion with averaging over $10 million and as you’ll recall, we have said in the past that, to get to our overall goal for Hollister of $1.5 billion by 2015, those stores only need to average a little over $8 million. So we are running well ahead of that today and frankly more ahead of that than we would have thought six months ago even though we did see a softening in the last couple of months. So Hollister is in phenomenal shape.

The A&F flagships did step down too and they have been moved into negative territory. Again, I think you’ve got to put that in historical context. Those stores did phenomenally well for several years. We have always said it wouldn’t be surprising given how well many of these stores have opened that we would go through a period when there would be some negative comps. Clearly, the macro environment is very difficult in Europe. Tourism has slowed down. We have certainly seen a slowing of traffic into those flagship stores, which is indicative of a macro issue. We are continuing to dig into other potential components of that.

But again to reiterate the absolute profitability of those stores is extremely high. Our model has always been to say we are going to go out and open profitable stores based on conservative assumptions and even if we comp negatively, we still have a very profitable model and we are not going to get oversaturated, but we are going to keep moving on to new markets to drive the top line and to keep sustaining that high four-wall growth. So that was kind of a long-winded answer to your question, but I think we have covered a lot of important points.

Jeff Klinefelter — Piper Jaffray — Analyst

So, Jonathan, are you suggesting that, at this point, the run rate of Europe and the UK could essentially continue as it is into next year and that would be incorporated into your $4.75 target?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Well, we have a run rate for the stores that are open today, which is reflective of the current state of the business and trend of the business. For the new stores that are opening, we tend, as Mike alluded to earlier, to put somewhat conservative projections on them — well, projections we assume are conservative. So if you look at those new stores relative to the stores we have opened and the volumes we have assigned to them, those volumes are, if anything, conservative relative to the volumes of the stores we have opened today in terms of what they are actually delivering in terms of productivity.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Jeff Klinefelter — Piper Jaffray — Analyst

Okay, great. Thank you very much.

Operator

Randy Konik, Jeffries.

Randy Konik — Jefferies & Co. — Analyst

How are you guys? Quick question, did you say — just wanted to clarify — did you say that you think the AURs will start going up in the future quarters? Is that starting in the fourth quarter? Is that a total Company comment and can we give it a little clarity? Would that also be at both brands — Abercrombie and Hollister? And then if the AURs are going up, is that a reflection of any pricing strategy changes or just being less promotional? Thanks.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Let me kick that off. I think we have to say that central to this conversation is that we think we drove the AURs too low in US promotional stores during the third quarter. We think we left dollars on the table. This goes into our thinking about getting AUR increases go forward. Jonathan can comment about when, but we are very convinced that we were going to be able to see AUR increases.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Randy, the comment on AUR was specific to our US chain business where, to get to those productivity goals we have talked about in the past, we are saying embedded in there for 2012 is the assumption of a modest increase in AUR in those chain stores.

Randy Konik — Jefferies & Co. — Analyst

So that would be a function of both at Abercrombie and Hollister, you expect a less promotional posture at both businesses?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

That is correct.

Randy Konik — Jefferies & Co. — Analyst

All right, thank you.

Operator

Stacy Pak, Barclays Capital.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Stacy Pak — Barclays Capital — Analyst

Good morning. So a couple questions. I guess, first of all, just on the AUC visibility, could you comment on when you see it coming down and how much? And then I guess more fundamentally, circling back to the flagships, help me understand, if the brand is so strong internationally, and I totally get the macro, why did 15% price hikes lead to negative comps in those two beautiful flagships? Is it how they opened so strong and maybe you want to compare it to New York and you don’t comp forever? Or how do we sort of think about that and how do we not come to the conclusion that those stores continue to comp negatively and the story isn’t what we thought?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Let me start with the second part of that conversation because I think the conversation that the 15% price increases caused the decrease. I don’t know if that is true. I don’t really believe that is true. I believe what has happened to the flagships are totally a function of the macroeconomic situation. Tourism down, we see it on a day-to-day basis in those stores. Those stores are terrific, they are popular and will continue to be and you can see that, Stacy. So I can’t predict where this is going to go because I can’t predict the macroeconomic environment, but those stores are very vulnerable to what is going on in macroeconomy, tourism.

To address the first part of your question, we say that the AUCs will be coming down the second half of the year, that will start in second quarter. I can’t tell you what level that will be.

Stacy Pak — Barclays Capital — Analyst

Okay. Is there any way to quantify — I don’t know if you want to tell us what those flags are comping or the level of reduction or anything along those lines to help sort of get our arms around it.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I think, Stacy, we have never gone into specific store level detail on that. I think the important point is that the profitability of all those stores is very strong. All three are doing four-wall margins at greater than 40% or 40% or greater. And that is really the key, that we are going to protect the profitability of those stores, but we haven’t spoken to individual stores in terms of comps in the past.

Stacy Pak — Barclays Capital — Analyst

Okay. Last thing, you are going to take prices down there in Q1 as well in the flags?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

We are looking at the prices on an item-by-item basis. I would say they will come down. I can’t tell you how significant that is going to be.

Stacy Pak — Barclays Capital — Analyst

Okay. Thanks, guys.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Stacy, if I could just add one comment on the AUC thing, I think one thing that has evolved over the last few months is that we now have better visibility on the back half of the year. And at one point, we certainly didn’t have visibility that we were going to be down, as Mike said, from mid-second quarter onwards and we have that visibility today based on where we are in the cycle of planning for 2012.

Stacy Pak — Barclays Capital — Analyst

Do you think it is down mid-singles, Jonathan?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I think, as Mike said, we can’t comment on the specifics.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Good try.

Stacy Pak — Barclays Capital — Analyst

All right, thanks, guys.

Operator

Evren Kopelman, Wells Fargo.

Evren Kopelman — Wells Fargo Securities — Analyst

Good morning, guys. I wanted to ask about the inventory. It is such a big swing from end of Q2 to Q3 from up 7 to up 33 and you’re talking about higher at the end of Q4. So question is are inventories higher than you would like at this point and does that have anything to do with your level of promotional cadence in the US in third quarter? You said maybe you drove AUR down a little too much in Q3. If you can share the thinking behind why maybe you did that, what was the thinking and if that had anything to do with the inventory and why inventory swung so much. Thank you.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

One thing to remind you of is that, on the last earnings call, we said that we were lower in spring carryover inventory than we would have liked to have been. So that number was a little bit artificially low at the end of the second quarter and lower than we would have liked. If you look at where we are the end of the third quarter, it is pretty close to the trend of sales, particularly when you take into account the stores that have opened later in the quarter and we have a lot more openings coming in the fourth quarter, including some big flagships. So I think overall we are pretty comfortable with where we are in inventory.

Operator

Janet Kloppenburg, JJK Research.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Janet Kloppenburg — JJK Research — Analyst

Good morning, everybody. Mike, a couple of questions about the flagships. I know that you said that you don’t think pricing is the issue. I am wondering if you think the mix of product was an issue perhaps. There was a skew to some of the higher priced cashmeres and outerwear, and if there’s any changes to that mix as we go into the fourth quarter.

And also on the flagships, is there anything you are contemplating with regard to Japan and Canada that you could do to offset some of the declines you are witnessing there?

Jonathan, if you can give us an idea about how we should be thinking about inventory on a comp store basis, that would help a lot. In other words, you are opening a lot of stores here in Q4. You opened a lot at the end of Q3. So I’d like some delineation to give us a better handle on that. Thanks so much.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Janet, the AUR increase in the flagships, it is a complex issue because mix is involved.

Janet Kloppenburg — JJK Research — Analyst

Right.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

We are studying this very hard. Clearly in our whole business we mix the fourth quarter to more outerwear because we are heavily invested in outerwear. We’re heavily invested in fur — fur, sherpa, etc., which skews the AUR higher. Cashmere is not an issue in flagships because we don’t have very much of it and we don’t sell very much, but there is a mix issue.

It is not clear to me at this point that that has affected us in the flagship volumes.We are studying it very carefully. It is not clear. My first instinct is that that has not been the problem, and we are looking at a lot of statistics. But having said that, we are being more careful with the mix and the AUR going into spring, in case that is not true.

Janet Kloppenburg — JJK Research — Analyst

Mike, are you seeing any cannibalization of Hollister to the A&F stores in Europe at all?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Of A&F?

Janet Kloppenburg — JJK Research — Analyst

Hollister openings affecting the flagships. For instance, in Milan, you have got a couple of Hollister stores now around the Milan flagship, same with London, more Hollister openings. Could that be affecting the A&F (multiple speakers) ?


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Earnings Conference Call

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

That is very astute. Some and there is some cannibalization of flagship to flagship. When we opened in Paris, we were hit by a significant number in the London flagship. I don’t want to overreact to this because I think it is normal, we have expected it, but we are reacting as if that is not happening and we are running the best business we can because of it. But that is a very, very astute question.

Janet Kloppenburg — JJK Research — Analyst

Okay, so it is something you are examining and it is something that you have contemplated in your $4.75 guidance?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Absolutely.

Janet Kloppenburg — JJK Research — Analyst

Okay. And Jonathan, on the inventory? Also, if you guys could address the Canada and Japanese flagships and what you might be doing to stem some of the profitability losses there. Thanks.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Let’s go to Japan. We have two stores in Japan, as you know. Ginza, we are redoing or eliminating an off-site stockroom, bringing it on-site, which will absolutely improve the profitability of that store. That is our focus. Fukuoka is a problem store that we would rather not have and we are working to that end.

Operator

Liz Dunn, Macquarie.

Liz Dunn — Macquarie Research — Analyst

Hi, hello. So I guess just a couple of points of clarification. In terms of the plan to increase AURs going forward or the comment that the third quarter got a little too low in the US, does that mean that you will be looking for a moderation in the comps and more gross margin going forward? How do you sort of weigh the acceleration that you saw in the US business in the third quarter with obviously your thoughts that prices weren’t appropriate?

And then just a follow-up on your comment regarding buybacks, you said you didn’t buy back that much in the third quarter, but you would get back to normalized levels. What does normalized levels mean? Does that mean you will look at that $350 million minimum cash balance that you like to run with and be more aggressive about buying back above and beyond that?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Yes, let me take the second part first here. The parameters for buybacks are what we have said in the past. We are not going to go or we don’t have any plans to go below that net $350 million cushion. We plan to at least offset equity plan issuances and where we end up between those two guardrails would depend on market conditions and if we see opportunities to buy stock at prices which we think are attractive lined up with those other factors then we will continue to do that.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

In terms of the AUR, one important distinction is the comment we made about modest increases again was a reference to the US chain stores. As Mike alluded to a second to go, in the flagships, we are likely to be going the other way, that the increases will be somewhat less in the spring than we had in the fall. But baked into our objective to hit those productivity goals we have talked about for US chain stores in the past is the assumption that we would get to somewhat modestly positive AURs in 2012.

Liz Dunn — Macquarie Research — Analyst

But do you expect that to have an impact on your comp because one of the points of good news in the third quarter was the acceleration in the US business. But if you said it came at a cost that that was — that’s not sustainable going forward. How do you feel about your ability to drive the US business if prices are coming up?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Very good. As I said, we think we left dollars on the table and we really gave some margin away. We will continue to drive for productivity in the US stores and we think we could do so with a little moderation in the AUR.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

And just to add to that, Liz, we are assuming some moderation actually in the comp rate in 2012 for those US chain stores relative to what we have been running the last couple of quarters.

Liz Dunn — Macquarie Research — Analyst

Okay, great. Thanks.

Operator

Brian Tunick, JPMorgan.

Brian Tunick — JPMorgan — Analyst

Thanks, morning, guys. I guess first on the international side, I guess, Jonathan, so on those four-wall margins that you talked about, I think we would like to know what kind of comp declines would it take to really impact that cushion you have on those returns? And then maybe, Mike, just talk a little more about the US, particularly in that sort of more value space that Hollister operates in. What are you thinking as you look at the landscape right now as we head into holiday and next year and sort of again what gives you that confidence that you can maybe get some more price? It just seems very competitive in that space.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I guess on the first part, it is sort of hard to generalize because every store is different and some of them are beating their original projections more than others. As a reminder, when we approve a new store, we approve it based on what we think is a conservative volume and with a couple of exceptions for brand-new markets where we have less visibility, it needs to at least be achieving that 30% four-wall for Hollister and we typically look for it to be somewhat higher for a flagship.

As you know, and as we have discussed in the past, generally those stores have run well ahead of those initial projections.They have comped positively after running ahead of the projections. So on average, we have a significant amount of room for those productivity levels to come down and still be operating at very healthy four-wall margins, but it is hard to generalize about that given that it clearly varies store by store.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Brian Tunick — JPMorgan — Analyst

Is there a maturity curve that you’ve seen at these Hollister stores that have been open now two or three years that maybe you can share with us?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Not really. I mean there is no sort of clear pattern there that we can point to, where we can say they peak after a certain period of time. I don’t think we can say that at this point.

Brian Tunick — JPMorgan — Analyst

Okay. And then how about, Mike, just some thoughts on the US value channel.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

I think it will continue to be a promotional business. Why do I have faith that we will continue to do well there? I think that we look very good for Christmas. I think let’s get back to basic merchandising. I think we are invested in the right categories and the right depth and we will see what happens.

Operator

Jennifer Black, Jennifer Black and Associates.

Jennifer Black — Jennifer Black & Associates — Analyst

Good morning. I have a couple questions. My first question, I am curious, Mike, graphic Ts have been soft for a number of retailers and I wondered what your thoughts were and your thoughts about logos. It seems like kids don’t want to wear huge logos. And then I also wondered if you could talk about — you have a significant cash position and would you consider making an acquisition of an established competitor like with the likes of somebody like Jack Wills? Thank you.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Let’s talk about logos. Logos are an ongoing part of our business. We constantly try to make them more subtle. We constantly try to promote left chest icons and less aggressive logoing. It has been part of our business concept for a long time. Having said that, we continue to sell logowear. Although graphic T-shirts are relatively weak, fleece is relatively strong and fleece is a logo business. So the conversation — my kids don’t want to wear logos anymore — I have heard that for a long time, but the fact is they want to continue to wear logos, but it is a good question.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I guess on the second part, Jennifer, we think we have got a long runway with our current strategy and we think the return on investment from investing in our own growth is going to be the greatest return we can get for our capital, certainly for the foreseeable future.

Jennifer Black — Jennifer Black & Associates — Analyst

Great. Could you also give a little bit of color on Gilly Hicks?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

We think Gilly Hicks is doing very well; it is on track. It is on our roadmap track. I think we are continuing to make progress in the bra and underwear category, which is where we have set our goals to become very good. I think that positioning of the brand has gotten clearer, it is clear who the target customer is. Her taste levels are aspirations and I think you can see that in the stores today.

Operator

(Operator Instructions). Anna Andreeva, FBR.

Anna Andreeva — FBR Capital Markets — Analyst

Great, thanks. Good morning, guys. Could you talk about performance of your flagships domestically, just any change that you are seeing there versus the second quarter? Was hoping you could also address performance of your tourist stores in the US. Have you guys seen a softer environment there at all?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

The tourist stores held up very well during the quarter. We saw a little bit of softening in 5th Avenue, not as much frankly as we had seen in the European flagship stores. But in general, the US tourist stores held up very well from a comp basis and from a profitability standpoint. I think, as you know, as we’ve talked about in the past, if you look at our top tranche of stores, they have generally outperformed the chain stores consistently over time and have remained very profitable and comparable to the profitability we have seen in Europe and there is no change to that overall picture.

Anna Andreeva — FBR Capital Markets — Analyst

Could you also talk about the impact from the store closures that you guys have seen domestically? Just our understanding has been there’s only a minimal impact to four-walls, but you are seeing productivity at adjacent stores improve. Is there maybe opportunity to accelerate some store closures into 2012?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Well, on the first part, we closed 65 stores last year and I think we had said that the average volume of those stores is about a million. Depending on where those stores were, we have now got a decent data read on how much of that volume transferred to other stores in the same mall or to nearby stores of the same brand. And that is something we are now using to look at future potential store closures.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

On the second part of the question, I think as we clearly alluded to in our comments, we are looking at the potential for additional closures beyond the natural lease expirations that we have talked about in the 55 to 60 range.

Operator

Christine Chen, Needham & Co.

Christine Chen — Needham & Co. — Analyst

Good morning. Was wondering when you talk about maybe pulling back a little bit on promotions, will that be in the format of offering fewer category promotions, less percentage off entire purchase or being strategic about excluding more stores year-over-year from the promotions? Thank you.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

I don’t think we can really comment on this, Christine, because it addresses our strategy. We would love to, but we can’t.

Christine Chen — Needham & Co. — Analyst

Then I also wanted to ask what do you think is happening in Canada? Other retailers have also called out Canada as a little weaker. Is there something specific you think is happening in Canada? I mean we all know what is going on in Japan?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

We wish we could tell you about Canada. We are looking at Canada in great depth. We are about to run some significant tests. We honestly don’t know.

Operator

Dana Telsey, Telsey Advisor Group.

Dana Telsey — Telsey Advisory Group — Analyst

Good morning, everyone. Can you talk a little bit about the US core business getting back to peak domestic levels of productivity? How do you see the runway for that, whether it is on product? And also just give us an update on men’s and women’s and anything on the cost side, even with store expenses, that you see as an ability to get you there? Thank you.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I guess just to recap on what we said on that, Dana, in overall terms, we have said that our roadmap is to get back to 90% or slightly greater of peak productivity by next year. And we had said that would require us to sustain chain store comps that we saw in the first half of this year. We accelerated a little bit above that in this quarter, so we can afford, as I said a second ago, for that US chain store comp to come down a little bit and still hit our goal in 2012 and that is what is baked into our plans at this point. I guess men’s and women’s we said comped similarly for the quarter. I’m not sure there is really much else we can add in terms of color on the chain store comp.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

I think it is an indication that our content is good. Our men’s and women’s business is balanced. So we are not counting on a particular category or one or the other to drive improvement to this number.

Operator

Edward Yruma, KeyBanc Capital Markets.

Edward Yruma — KeyBanc Capital Markets — Analyst

Thanks very much for taking my question. Can you give us a quick update on Gilly Hicks, particularly as it relates to your international operations? Thanks.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Mike just talked a little bit about Gilly. With regard to international, we haven’t been specific on that. We have the one store in London, which opened a year ago. We are opening in Germany with Gilly in December. That will be our second international store. We haven’t spoken more broadly about that.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

And we are opening another UK store in Cardiff in December, but that is all we have announced.

Operator

Paul Lejuez, Nomura.

Paul Lejuez — Nomura Securities — Analyst

Thanks, guys. Anything that you guys are seeing now, whether it be macro or the cannibalization, Mike, that you spoke of that makes you rethink the right number of flagships to be opening each year? And also wondering, on the flagships, you said it was seemingly a transactions issue and a traffic issue, but I’m wondering what happened to average ticket or UPTs in the flagships in London and Milan. Thanks.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I guess on the first part of the question, Paul, we don’t have any change to the plans for the overall number of flagship locations that we have talked about through 2015. Some of the individual locations may move in and out, but in total we don’t foresee any change to that based on anything we have seen. So I think that that answers that part. I think in terms of the average ticket in London and Milan, we typically don’t get into that level of detail, so I am not sure there is much else we can tell you on that.

Operator

Barbara Wyckoff, CLSA.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Barbara Wyckoff — CLSA — Analyst

Hi, everyone. Can you talk about specifics on the Mainland China opening in fourth quarter? I think they are in Beijing and maybe Shanghai and then just talk about the holiday 2010 timing of the product flow.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Yes, I guess we have — I think we are going to have three openings in China in the fourth quarter. One of them is in Shanghai, another one is in Beijing. To your point, clearly this is our first step into Mainland China, so we are very interested to see what happens there. We are frankly very excited about the openings, but there is really not much else we can tell you until we have actually opened those stores.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

And the second part of the question, Barbara, I didn’t understand that — holiday product flows?

Barbara Wyckoff — CLSA — Analyst

The product flow. When are you flowing goods — typically you flow them before Black Friday and one spread around Christmas to capture gift cards. Is that about the same as last year?

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

We have set the holiday set; that was three weeks ago. We will be flowing more product into the stores December week one. That is the last Christmas flow, holiday flow.

Operator

Michelle Tan, Goldman Sachs.

Michelle Tan — Goldman Sachs — Analyst

Great, thanks. Hey, guys, I was wondering if you could talk a little bit about the flexibility that you have to manage to the macro issues in Europe and Asia. How do you manage inventory levels in those stores and what flexibility do you have on the expense line? Jonathan, it looks like you are expecting better performance on stores and distribution, non-occupancy stores and distribution in Q4 versus Q3. So I am curious if that is you managing variable expense at all or what flexibility there is in that line item. Thanks.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I guess on the last part, Michelle, I think it is partly just a function of scale and the impact of the additional volume we are adding in Q4 is helping with that. But we continue to look very hard at all expenses and we have been looking very hard at expenses into 2012, particularly preopening expense. That was a number we had called out earlier in the year as being very significant to ‘12 and that does look as though it is going to be quite a bit lower than we had originally thought. But in general, we are continually looking to be as efficient as we can from an expense standpoint. Not sure there is really much else we can say on that.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

In terms of inventory in Europe and Asia, in Europe, we do have the ability to bring inventory back from Europe to the US if we need to. So that gives us some ability to manage around that and obviously, we can always send it the other way if the situation is reversed. So we do have flexibility around that.

Operator

Omar Saad, ISI Group.

Omar Saad — ISI Group — Analyst

Thanks, good morning. The macro issues in Europe are obviously hitting a lot of the companies that we follow. You are certainly not alone in that respect. Although one interesting thing that we have been hearing is that, for some of these brands that are big in Europe, there has been a dichotomy between the secondary European markets and the big flagship, tourist, gateway markets, whatever you want to call them, where the business has held up a lot better.

And I wonder for you guys, which obviously that is where your key flagships are, does that reflect maybe you’re not getting as much as the Chinese or Asian tourists in Europe as some of these luxury brands are? And does that reflect perhaps that the brand is still not as well-known in Asia or that the brand maybe doesn’t translate as well in Asia? Just any thoughts around that in terms of how you think about it.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

I think we have spoken about this in the past. The level of penetration of Chinese and other Asian customers in our flagship stores is probably lower than some of the other brands you are thinking of. So I think we would regard that as an opportunity as we have greater awareness in China and through Asia of the brands.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

But I think that is a very astute question. I think that is correct, but we believe it is an awareness issue, not a relevance issue.

Operator

Kimberly Greenberger, Morgan Stanley.

Kimberly Greenberger — Morgan Stanley — Analyst

Great, thank you. Good morning. Mike, I am wondering if you can just talk to us about your philosophy on how to manage your US chain stores to a higher productivity level. In other words, if you start to pull back on some of the promotions and you see that comp run rate turn flattish or even slightly negative, do you have a sort of backup plan where you are willing to compromise a little bit on your gross margin rate to continue to driver that productivity higher? Or are you rather prioritizing getting a better margin, merchandise margin out of those stores? If you could just help us understand your approach, that would be great.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Clearly, our focus this year has been on driving the productivity and we kept the foot on the pedal this quarter. And I think as we have implied in some of our other comments, our focus is going to be more now on getting the gross margin rate back up in those US chain stores in 2012 through a combination of modest AUR increases and then the costing benefit that we are expecting to see in the back half of the year allied with some benefit from closures.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Operator

Erika Maschmeyer, Robert W. Baird.

Erika Maschmeyer — Robert W. Baird — Analyst

Thanks. Just following up on that, could you talk a little bit more about your gross margin assumptions for Q4 in terms of AUR and AUC given that you are planning on being incrementally more focused on gross margin versus productivity?

And then also just a follow-up on your European stores, your international stores, could you give us a sense of what London, Tokyo and Milan are annualizing now? I think you said over $200 million in the past and I know you won’t comment on individual stores, but could you also give us a sense of the magnitude of your European A&F flagship comps as a group?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Erika, on the first part of the question, the comment on gross margin is looking into 2012. For the fourth quarter, as we said on the prepared comments, we are anticipating similar gross margin rate erosion to Q3, but I can’t really break that out between AUC and AUR. That’s not a level of detail we can go into.

In terms of London, Tokyo and Milan, they are not far off that same $200 million number we gave a year and a half or so ago.

Operator

Lorraine Hutchinson, Bank of America.

Lorraine Hutchinson — Bank of America-Merrill Lynch — Analyst

Thank you, good morning. I just wanted to follow up on some of the earlier inventory questions. I know there is a lot of noise around store openings this quarter and next quarter. If you exclude that, can you just maybe talk about the run rate and how you are planning your inventory for existing stores?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Yes. Hi, Lorraine. We obviously plan for all of the different components of our business in terms of the overall level of inventory. I guess I’m not really sure what else we can tell you about the specifics of that. When we look at the higher rate of inventory increase at the end of the year, that takes into account the run rate of our like stores, as well as the inventory we need to add to support DTC and support clearly the international stores. I’m not sure there is really much else we can really add to that, but it is a very detailed planning process we go through to determine these inventory levels.

Operator

Robin Murchison, SunTrust Robinson Humphrey.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Robin Murchison — SunTrust Robinson Humphrey — Analyst

Thanks. Jonathan, just want to check and see if there is anything else you might add to costs that you are watching in the new year, up or downward impact other than raw material. Thank you.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

For 2012?

Robin Murchison — SunTrust Robinson Humphrey — Analyst

Yes, yes.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Well, clearly, the big year-over-year favorability from middle of second quarter onwards is going to be in the cotton raw materials piece. I think the other pieces, as we said in the past, are still moving upwards, including labor costs and the effect over time of the currency. But we now have visibility on the impact of the raw materials piece year-over-year to have the confidence that, as Mike said earlier, our year-over-year average unit cost is going to be actually down netting those different effects.

Operator

David Glick, Buckingham Research Group.

David Glick — Buckingham Research — Analyst

Thank you for taking my question. Perhaps I missed it, but could you tell us, Jonathan, what the aggregate international comp was in the third quarter? We know the flagships are negative and Hollister positive. I’m just trying to get a sense of how that aggregates and the type of assumptions you are factoring in on the international comp side heading toward that $4.75 goal in 2012.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

We haven’t given an aggregate comp number, David and frankly, I’m not sure how meaningful it is. You have got a lot of different moving parts being Japan and Canada and the flagships and Hollister in Europe and it is also still — some of those pieces on a pretty small base, so that isn’t something we have broken out.

Broadly speaking, in terms of looking forward, when we look at our non-promotional stores, we are assuming certainly a lower comp rate than we are for the chain stores for 2012 baked into that $4.75 objective.

Operator

Jeff Black, Citi.


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FINAL TRANSCRIPT

Nov. 16. 2011 / 1:30PM, ANF — Q3 2011 Abercrombie & Fitch Co Earnings Conference Call

Jeff Black — Citi — Analyst

Thanks. So, Jonathan, on the flagships, on the flagships that are comping negative, if you annualize that, are they still at 40% run rates? What is the profit, four-wall profit of those two stores if we just assume now goes through the end of the year? And on Japan, where is the four-wall there and is any improvement baked into the assumptions of the $4.75 or no on that one? And finally on the domestic AUR, can you tell us what the domestic AUR was in terms of decline for 3Q? Thanks.

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Jeff, on the first part, we really don’t again get into the specifics of individual stores. I think, as I alluded to earlier on, all three stores are running at 40% or greater four-wall during the third quarter. I don’t think there is anything else we can really add on that.

In terms of any improvements — the Japanese four-wall is clearly significantly lower than that, and we are working on it, as Mike talked about. We haven’t baked in any improvements relative to what we are currently seeing in Japan. And then I think I missed the third part.

Jeff Black — Citi — Analyst

That’s the AUR? What was it down in 3Q just on the domestic base?

Jonathan Ramsden — Abercrombie & Fitch Co. — EVP & CFO

Again, we haven’t broken that out specifically.

Operator

That is all the time we have for questions today. This concludes today’s conference and we thank you for your participation.

Mike Jeffries — Abercrombie & Fitch Co. — Chairman & CEO

Thank you.

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