ABERCROMBIE & FITCH CO /DE/ (Form: 10-Q, Received: 12/10/2013 16:07:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 2, 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12107

ABERCROMBIE & FITCH CO.

(Exact name of Registrant as specified in its charter)



Delaware	31-1469076
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6301 Fitch Path, New Albany, Ohio	43054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 283-6500

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class A Common Stock		Outstanding at November 29, 2013
$.01 Par Value		76,399,395 Shares

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ABERCROMBIE & FITCH CO.

TABLE OF CONTENTS



	Page No.
Part I. Financial Information

Item 1. Financial Statements

Consolidated Statements of Operations and Comprehensive Income (Loss)	3

Consolidated Balance Sheets	4

Consolidated Statements of Cash Flows	5

Notes to Consolidated Financial Statements	6

Report of Independent Registered Public Accounting Firm	22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3. Quantitative and Qualitative Disclosures About Market Risk	39

Item 4. Controls and Procedures	40

Part II. Other Information

Item 1. Legal Proceedings	41

Item 1A. Risk Factors	42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 6. Exhibits	44

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PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

ABERCROMBIE & FITCH CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(Thousands, except share and per share amounts)

(Unaudited)



	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
				(Restated - see Note 3)						(Restated - see Note 3)
NET SALES	$	1,033,293		$	1,169,649		$	2,817,760		$	3,042,274
Cost of Goods Sold	382,253			417,135			1,009,431			1,156,218
GROSS PROFIT	651,040			752,514			1,808,329			1,886,056
Stores and Distribution Expense	564,935			496,942			1,485,783			1,410,759
Marketing, General and Administrative Expense	131,326			123,381			367,752			351,562
Other Operating Income, Net	(9,851		)	(1,154		)	(15,079		)	(5,671		)
OPERATING INCOME (LOSS)	(35,370		)	133,345			(30,127		)	129,406
Interest Expense, Net	1,655			1,584			5,032			4,219
INCOME (LOSS) BEFORE TAXES	(37,025		)	131,761			(35,159		)	125,187
Tax Expense (Benefit)	(21,381		)	47,725			(23,682		)	45,405
NET INCOME (LOSS)	$	(15,644	)	$	84,036		$	(11,477	)	$	79,782
NET INCOME (LOSS) PER SHARE:
BASIC	$	(0.20	)	$	1.03		$	(0.15	)	$	0.96
DILUTED	$	(0.20	)	$	1.02		$	(0.15	)	$	0.95
WEIGHTED-AVERAGE SHARES OUTSTANDING:
BASIC	76,456			81,669			77,387			82,939
DILUTED	76,456			82,522			77,387			84,049
DIVIDENDS DECLARED PER SHARE	$	0.200		$	0.175		$	0.600		$	0.525
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign Currency Translation Adjustments	$	10,959		$	14,138		$	(8,530	)	$	(2,362	)
Unrealized Gain (Loss) on Derivative Financial Instruments, net of taxes	(4,571		)	(12,797		)	5,288			(10,711		)
Other Comprehensive Income (Loss)	$	6,388		$	1,341		$	(3,242	)	$	(13,073	)
COMPREHENSIVE INCOME (LOSS)	$	(9,256	)	$	85,377		$	(14,719	)	$	66,709

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

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ABERCROMBIE & FITCH CO.

CONSOLIDATED BALANCE SHEETS

(Thousands, except par value amounts)



	(unaudited)
	November 2, 2013			February 2, 2013
ASSETS
CURRENT ASSETS:
Cash and Equivalents	$	257,525		$	643,505
Receivables	86,726			99,622
Inventories	768,946			426,962
Deferred Income Taxes	56,699			32,558
Other Current Assets	116,714			105,177
TOTAL CURRENT ASSETS	1,286,610			1,307,824
PROPERTY AND EQUIPMENT, NET	1,160,904			1,308,232
OTHER ASSETS	404,882			371,345
TOTAL ASSETS	$	2,852,396		$	2,987,401
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	185,438		$	140,396
Accrued Expenses	307,962			398,868
Deferred Lease Credits	36,050			39,054
Income Taxes Payable	59,130			112,483
Short-Term Portion of Borrowings	15,000			—
TOTAL CURRENT LIABILITIES	603,580			690,801
LONG-TERM LIABILITIES:
Deferred Lease Credits	153,587			168,397
Long-Term Portion of Borrowings	123,750			—
Leasehold Financing Obligations	61,623			63,942
Other Liabilities	234,839			245,993
TOTAL LONG-TERM LIABILITIES	573,799			478,332
STOCKHOLDERS’ EQUITY:
Class A Common Stock - $0.01 par value: 150,000 shares authorized and 103,300 shares issued at each of November 2, 2013 and February 2, 2013	1,033			1,033
Paid-In Capital	425,934			403,271
Retained Earnings	2,505,445			2,567,261
Accumulated Other Comprehensive Income (Loss), net of tax	(16,530		)	(13,288		)
Treasury Stock, at Average Cost: 26,905 and 24,855 shares at November 2, 2013 and February 2, 2013, respectively	(1,240,865		)	(1,140,009		)
TOTAL STOCKHOLDERS’ EQUITY	1,675,017			1,818,268
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,852,396		$	2,987,401

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

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ABERCROMBIE & FITCH CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands)

(Unaudited)



	Thirty-Nine Weeks Ended
	November 2, 2013			October 27, 2012
OPERATING ACTIVITIES:				(Restated - see Note 3)
Net Income (Loss)	$	(11,477	)	$	79,782
Impact of Other Operating Activities on Cash Flows:
Depreciation and Amortization	180,609			165,516
Non-Cash Charge for Asset Impairment	81,511			—
Loss on Disposal / Write-off of Assets	10,976			8,145
Lessor Construction Allowances	16,693			14,668
Amortization of Deferred Lease Credits	(31,326		)	(34,185		)
Deferred Taxes	(60,805		)	(31,804		)
Share-Based Compensation	40,210			38,620
Changes in Assets and Liabilities:
Inventories	(341,831		)	49,919
Accounts Payable and Accrued Expenses	(49,175		)	(56,502		)
Income Taxes	(54,239		)	(5,280		)
Other Assets and Liabilities	(11,307		)	(9,555		)
NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES	(230,161		)	219,324
INVESTING ACTIVITIES:
Capital Expenditures	(124,033		)	(277,951		)
Proceeds from Sales of Marketable Securities	—			80,693
Other Investing	(6,316		)	(6,237		)
NET CASH USED FOR INVESTING ACTIVITIES	(130,349		)	(203,495		)
FINANCING ACTIVITIES:
Excess Tax Benefit from Share-Based Compensation	2,432			1,080
Purchase of Treasury Stock	(115,806		)	(265,498		)
Repayments of Borrowings	(11,250		)	(75,000		)
Proceeds from Borrowings	150,000			135,000
Change in Outstanding Checks and Other	(811		)	(1,999		)
Dividends Paid	(46,643		)	(43,710		)
NET CASH USED FOR FINANCING ACTIVITIES	(22,078		)	(250,127		)
EFFECT OF EXCHANGE RATES ON CASH	(3,392		)	473
NET DECREASE IN CASH AND EQUIVALENTS:	(385,980		)	(233,825		)
Cash and Equivalents, Beginning of Period	643,505			583,495
CASH AND EQUIVALENTS, END OF PERIOD	$	257,525		$	349,670
SIGNIFICANT NON-CASH INVESTING ACTIVITIES:
Change in Accrual for Construction in Progress	$	(2,191	)	$	(1,005	)

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

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ABERCROMBIE & FITCH CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

Abercrombie & Fitch Co. (“A&F”), through its wholly-owned subsidiaries (collectively, A&F and its wholly-owned subsidiaries are referred to as the “Company”), is a specialty retailer of high-quality, casual apparel for men, women and kids with an active, youthful lifestyle.

The accompanying Consolidated Financial Statements include the historical financial statements of, and transactions applicable to, the Company and reflect its assets, liabilities, results of operations and cash flows.

The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal years are designated in the consolidated financial statements and notes by the calendar year in which the fiscal year commences. All references herein to “Fiscal 2013” represent the 52-week fiscal year that will end on February 1, 2014, and to “Fiscal 2012” represent the 53-week fiscal year that ended February 2, 2013.

The Consolidated Financial Statements as of November 2, 2013 and for the thirteen and thirty-nine week periods ended November 2, 2013 and October 27, 2012 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, these Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in A&F’s Annual Report on Form 10-K for Fiscal 2012 filed on April 2, 2013. The February 2, 2013 consolidated balance sheet data were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”).

In the opinion of management, the accompanying Consolidated Financial Statements reflect all adjustments (which are of a normal recurring nature) necessary to state fairly, in all material respects, the financial position and results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for Fiscal 2013.

Certain prior period amounts have been reclassified to conform to current year presentation. In addition, the thirteen and thirty-nine week periods ended November 2, 2013 include the correction of certain errors relating to prior periods. The thirteen week period ended November 2, 2013 includes a pre-tax increase in gross margin of $2.1 million and unrelated tax benefit of $1.9 million related to prior periods. The thirty-nine week period ended November 2, 2013 includes a pre-tax reduction of stores and distribution expense of $4.4 million and an increase of $1.9 million in gross margin related to prior periods. The effect of these corrections increased n et income by $3.0 million and $4.7 million for the thirteen and thirty-nine week periods ended November 2, 2013. The Company does not believe these corrections were material to any current or prior interim or annual periods that were affected.

The Consolidated Financial Statements as of November 2, 2013 and for the thirteen and thirty-nine week periods ended November 2, 2013 and October 27, 2012 included herein have been reviewed by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and the report of such firm follows the Notes to Consolidated Financial Statements.

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

2. SEGMENT REPORTING

The Company determines its segments on the same basis that it uses to allocate resources and assess performance. All of the Company’s segments sell a similar group of products—casual sportswear apparel, personal care products and accessories for men, women and kids and bras, underwear and sleepwear for girls. The Company has three reportable segments: U.S. Stores, International Stores, and Direct-to-Consumer. Corporate functions, interest income and expense, and other income and expense are evaluated on a consolidated basis and are not allocated to the Company’s segments, and therefore are included in Other.

The U.S. Stores reportable segment includes the results of store operations in the United States and Puerto Rico. The International Stores reportable segment includes the results of store operations in Canada, Europe, Asia and Australia. The Direct-to-Consumer reportable segment includes the results of operations directly associated with on-line operations, both U.S. and international.

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Operating income is the primary measure of profit the Company uses to make decisions regarding the allocation of resources to its segments. For the U.S. Stores and International Stores reportable segments, operating income is defined as aggregate income directly attributable to individual stores on a four-wall basis plus sell-off of excess merchandise to authorized third-party resellers. Four-wall operating income includes: net sales, cost of merchandise, selling payroll and related costs, rent, utilities, depreciation, repairs and maintenance, supplies and packaging and other store sales-related expenses including credit card and bank fees and indirect taxes. Operating income also reflects pre-opening charges related to stores not yet in operation. For the Direct-to-Consumer reportable segment, operating income is defined as aggregate income attributable to the direct-to-consumer business: net sales, shipping and handling revenue, call center costs, fulfillment and shipping expense, charge card fees and direct-to-consumer operations management and support expenses. The U.S. Stores, International Stores and Direct-to-Consumer segments exclude marketing, general and administrative expense; store management and support functions such as regional and district management and other functions not dedicated to an individual store; and distribution center costs. All costs excluded from the three reportable segments are included in Other.

The following table provides the Company’s segment information for the thirteen and thirty-nine week periods ended November 2, 2013 and October 27, 2012 .



	U.S. Stores		International Stores		Direct-to- Consumer Operations		Segment Total		Other ⁽¹⁾			Total
	(in thousands):
Thirteen Weeks Ended November 2, 2013
Net Sales	$	561,788	$	296,937	$	174,568	$	1,033,293	$	—		$	1,033,293
Operating Income (Loss) ⁽²⁾	29,512		40,641		65,602		135,755		(171,125		)	(35,370		)
Thirteen Weeks Ended October 27, 2012
Net Sales	$	709,517	$	301,818	$	158,314	$	1,169,649	$	—		$	1,169,649
Operating Income (Loss) ⁽⁴⁾	155,568		94,416		63,935		313,919		(180,574		)	133,345

	U.S. Stores		International Stores		Direct-to- Consumer Operations		Segment Total		Other ⁽¹⁾			Total
	(in thousands):
Thirty-Nine Weeks Ended November 2, 2013
Net Sales	1,515,079		841,096		461,585		2,817,760		—			2,817,760
Operating Income (Loss) ⁽³⁾	128,205		160,821		176,793		465,819		(495,946		)	(30,127		)
Thirty-Nine Weeks Ended October 27, 2012
Net Sales	1,815,502		792,552		434,220		3,042,274		—			3,042,274
Operating Income (Loss) ⁽⁴⁾	270,180		219,017		152,688		641,885		(512,479		)	129,406

⁽¹⁾

Includes corporate functions such as Design, Merchandising, Sourcing, Planning, Allocation, Store Management and Support, Marketing, Distribution Center Operations, Information Technology, Real Estate, Finance, Legal, Human Resources and other corporate overhead. Operating Income includes: marketing, general and administrative expense; store management and support functions such as regional and district management and other functions not dedicated to an individual store; and distribution center costs.


⁽²⁾	Includes charges for store-related asset impairment, charges related to restructuring plans for the Gilly Hicks brand and charges related to the Company's profit improvement initiative of $51.5 million for U.S. Stores, $32.2 million for International Stores and $12.2 million for Other for the thirteen week period ended November 2, 2013.


⁽³⁾	Includes charges for store-related asset impairment, charges related to restructuring plans for the Gilly Hicks brand and charges related to the Company's profit improvement initiative of $51.5 million for U.S. Stores, $32.2 million for International Stores and $14.7 million for Other for the thirty-nine week period ended November 2, 2013.


⁽⁴⁾	Results reported above have been restated based on the change in accounting principle as noted in Note 3, “ CHANGE IN ACCOUNTING PRINCIPLE. ”

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Geographic Information

Financial information relating to the Company’s operations by geographic area is as follows:

Net Sales:

Net sales includes net merchandise sales through stores and direct-to-consumer operations, including shipping and handling revenue. Direct-to-consumer net sales are reported by geographic area based on the location of the customer.



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
(in thousands):	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
United States	$	674,871	$	818,558	$	1,807,027	$	2,110,835
Europe	272,212		273,909		776,630		743,834
Other	86,210		77,182		234,103		187,605
Total	$	1,033,293	$	1,169,649	$	2,817,760	$	3,042,274

3. CHANGE IN ACCOUNTING PRINCIPLE

The Company elected to change its method of accounting for inventory from the lower of cost or market utilizing the retail method to the lower of cost or market under the weighted-average cost method effective February 2, 2013. In accordance with generally accepted accounting principles, all periods have been retroactively adjusted to reflect the period-specific effects of the change to the weighted-average cost method. The Company believes that accounting under the weighted-average cost method is preferable as it better aligns with the Company's focus on realized selling margin and improves the comparability of the Company's financial results with those of its competitors. Additionally, it will improve the matching of cost of goods sold with the related net sales and reflect the acquisition cost of inventory outstanding at each balance sheet date.

As a result of the retroactive application of the change in accounting for inventory, the following items in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) and Consolidated Statements of Cash Flows have been restated:

Thirteen Weeks Ended October 27, 2012 (in thousands, except per share data)



	As Reported		Effect of Change			As Restated

Net Sales	$	1,169,649	$	—		$	1,169,649
Cost of Goods Sold	438,082		(20,947		)	417,135
Gross Profit	731,567		20,947			752,514
Operating Income (Loss)	112,398		20,947			133,345
Income (Loss) Before Taxes	110,814		20,947			131,761
Tax Expense (Benefit)	39,307		8,418			47,725
Net Income (Loss)	71,507		12,529			84,036
Net Income (Loss) Per Share:
Basic	$	0.88	$	0.15		$	1.03
Diluted	$	0.87	$	0.15		$	1.02
Foreign Currency Translation Adjustments	13,904		234			14,138
Other Comprehensive Income (Loss)	1,107		234			1,341
Comprehensive Income (Loss)	72,614		12,763			85,377

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Thirty-Nine Weeks Ended October 27, 2012 (in thousands, except per share data)



	As Reported			Effect of Change			As Restated

Net Sales	$	3,042,274		$	—		$	3,042,274
Cost of Goods Sold	1,139,941			16,277			1,156,218
Gross Profit	1,902,333			(16,277		)	1,886,056
Operating Income (Loss)	145,683			(16,277		)	129,406
Income (Loss) Before Taxes	141,464			(16,277		)	125,187
Tax Expense (Benefit)	51,453			(6,048		)	45,405
Net Income (Loss)	90,011			(10,229		)	79,782
Net Income (Loss) Per Share:
Basic	$	1.09		$	(0.13	)	$	0.96
Diluted	$	1.07		$	(0.12	)	$	0.95
Foreign Currency Translation Adjustments	(2,164		)	(198		)	(2,362		)
Other Comprehensive Income (Loss)	(12,875		)	(198		)	(13,073		)
Comprehensive Income (Loss)	77,136			(10,427		)	66,709

Thirty-Nine Weeks Ended October 27, 2012 (in thousands, except per share data)



	As Reported			Effect of Change			As Restated

Cash flow from operating activities:
Net Income (Loss)	$	90,011		$	(10,229	)	$	79,782
Deferred Taxes	(25,756		)	(6,048		)	(31,804		)
Inventories	33,444			16,475			49,919

4. SHARE-BASED COMPENSATION

Financial Statement Impact

The Company recognized share-based compensation expense of $13.3 million and $40.2 million for the thirteen and thirty-nine week periods ended November 2, 2013 , respectively, and $13.2 million and $38.6 million for the thirteen and thirty-nine week periods ended October 27, 2012 , respectively. The Company also recognized $5.0 million and $15.3 million in tax benefits related to share-based compensation expense for the thirteen and thirty-nine week periods ended November 2, 2013 , respectively, and $5.0 million and $14.7 million for the thirteen and thirty-nine week periods ended October 27, 2012 , respectively.

The fair value of share-based compensation awards is recognized as compensation expense primarily on a straight-line basis over the awards’ requisite service period, net of forfeitures, with the exception of performance share awards. Performance share award expense is primarily recognized in the performance period of the awards' requisite service period. For awards that are expected to result in a tax deduction, a deferred tax asset is recorded in the period in which share-based compensation expense is recognized. A current tax deduction arises upon the vesting of restricted stock units and performance share awards or the exercise of stock options and stock appreciation rights and is principally measured at the award’s intrinsic value. If the tax deduction is greater than the recorded deferred tax asset, the tax benefit associated with any excess deduction is considered a “windfall tax benefit” and is recognized as additional paid-in capital. If the tax deduction is less than the recorded deferred tax asset, the resulting difference, or shortfall, is first charged to additional paid in capital, to the extent of the pool of “windfall tax benefits,” with any remainder recognized as tax expense. The Company’s pool of “windfall tax benefits” as of November 2, 2013 is sufficient to fully absorb any shortfall which may develop associated with awards currently outstanding.

The Company adjusts share-based compensation expense on a quarterly basis for actual forfeitures and for changes to the estimate of expected award forfeitures. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture

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estimate is changed. The effect of adjustments for forfeitures during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 was $1.2 million and insignificant, respectively.

A&F issues shares of Common Stock from treasury stock upon exercise of stock options and stock appreciation rights and vesting of restricted stock units, including those converted from performance share awards. As of November 2, 2013 , A&F had sufficient treasury stock available to settle stock options, stock appreciation rights, restricted stock units and performance share awards outstanding. Settlement of stock awards in Common Stock also requires that the Company has sufficient shares available in stockholder-approved plans at the applicable time.

In the event, at each reporting date during which share-based compensation awards remain outstanding, there are not sufficient shares of Common Stock available to be issued under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (the “2007 LTIP”) and the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan (the “2005 LTIP”), or under a successor or replacement plan, the Company may be required to designate some portion of the outstanding awards to be settled in cash, which would result in liability classification of such awards. The fair value of liability-classified awards is re-measured each reporting date until such awards no longer remain outstanding or until sufficient shares of Common Stock become available to be issued under the existing plans or under a successor or replacement plan. As long as the awards are required to be classified as a liability, the change in fair value would be recognized in current period expense based on the requisite service period rendered.

Plans

As of November 2, 2013 , A&F had two primary share-based compensation plans: the 2005 LTIP, under which A&F grants stock appreciation rights, restricted stock units and performance share awards to associates of the Company and non-associate members of the A&F Board of Directors, and the 2007 LTIP, under which A&F grants stock appreciation rights, restricted stock units and performance share awards to associates of the Company. A&F also has four other share-based compensation plans under which it granted stock options and restricted stock units to associates of the Company and non-associate members of the A&F Board of Directors in prior years.

The 2007 LTIP, a stockholder-approved plan, permits A&F to annually grant awards covering up to 2.0 million of underlying shares of A&F’s Common Stock for each type of award, per eligible participant, plus any unused annual limit from prior years. The 2005 LTIP, a stockholder-approved plan, permits A&F to annually grant awards covering up to 250,000 of underlying shares of A&F’s Common Stock for each award type to any associate of the Company (other than the Chairman and Chief Executive Officer (the "CEO")) who is subject to Section 16 of the Securities Exchange Act of 1934, as amended, at the time of the grant, plus any unused annual limit from prior years. In addition, any non-associate director of A&F is eligible to receive awards under the 2005 LTIP. Under both plans, stock appreciation rights and restricted stock units vest primarily over four years for associates, while performance share awards are primarily earned and vest over the performance period. Under the 2005 LTIP, restricted stock units typically vest after approximately one year for non-associate directors of A&F. Awards granted to the CEO under the 2007 LTIP have a vesting period defined as the shorter of four years or the period from the award date through the end of the CEO's employment agreement subject to the satisfaction of performance-based criteria for awards granted subsequent to May 7, 2012. Under both plans, stock options have a 10 -year term and stock appreciation rights have up to a 10 -year term, subject to forfeiture under the terms of the plans. The plans provide for accelerated vesting if there is a change of control as defined in the plans.

Fair Value Estimates

The Company estimates the fair value of stock appreciation rights using the Black-Scholes option-pricing model, which requires the Company to estimate the expected term of the stock appreciation rights and expected future stock price volatility over the expected term. Estimates of expected terms, which represent the expected periods of time the Company believes stock appreciation rights will be outstanding, are based on historical experience. Estimates of expected future stock price volatility are based on the volatility of A&F’s Common Stock price for the most recent historical period equal to the expected term of the stock appreciation right, as appropriate. The Company calculates the volatility as the annualized standard deviation of the differences in the natural logarithms of the weekly stock closing price, adjusted for stock splits and dividends.

In the case of restricted stock units and performance share awards, the Company calculates the fair value of awards granted using the market price of the underlying Common Stock on the date of grant reduced for anticipated dividend payments on unvested shares. In determining the fair value, the Company does not take into account any performance-based requirements. The performance-based requirements are taken into account in determining the number of awards expected to vest.

Stock Options

The Company did not grant any stock options during the thirty-nine week periods ended November 2, 2013 or October 27, 2012 .

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Below is a summary of stock option activity for the thirty-nine weeks ended November 2, 2013 :



Stock Options	Number of Underlying Shares		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life
Outstanding at February 2, 2013	569,400		$	65.40
Granted	—		—
Exercised	(7,500	)	28.24
Forfeited or expired	(23,800	)	76.01
Outstanding at November 2, 2013	538,100		$	65.44	$	1,048,700	3.5
Stock options exercisable at November 2, 2013	538,100		$	65.44	$	1,048,700	3.5
Stock options expected to become exercisable in the future as of November 2, 2013	—		—		—		—

The total intrinsic value of stock options which were exercised during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 was insignificant.

The grant date fair value of stock options which vested during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 was insignificant and $1.2 million , respectively.

As of November 2, 2013 , all compensation cost related to stock options had been recognized.

Stock Appreciation Rights

The weighted-average estimated fair value of stock appreciation rights granted during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 , and the weighted-average assumptions used in calculating such fair value, on the date of grant, were as follows:



	Thirty-Nine Weeks Ended
	Chairman and Chief Executive Officer				Other Executive Officers						All Other Associates
	November 2, 2013	October 27, 2012			November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Grant date market price	—	$	—		$	46.57		$	52.89		$	45.46		$	52.02
Exercise price	—	$	—		$	46.57		$	52.89		$	45.46		$	52.02
Fair value	—	$	—		$	20.34		$	23.53		$	16.82		$	22.21
Assumptions:
Price volatility	—	—		%	61		%	56		%	54		%	59		%
Expected term (years)	—	—			4.7			5.0			4.1			4.1
Risk-free interest rate	—	—		%	0.7		%	1.3		%	0.6		%	0.9		%
Dividend yield	—	—		%	1.8		%	1.1		%	1.8		%	1.1		%

Below is a summary of stock appreciation rights activity for the thirty-nine weeks ended November 2, 2013 :



Stock Appreciation Rights	Number of Underlying Shares		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life
Outstanding at February 2, 2013	9,246,859		$	40.17
Granted:
Chairman and Chief Executive Officer	—		—
Other Executive Officers	189,700		46.57
All Other Associates	105,500		45.46
Exercised	(510,875	)	31.99
Forfeited or expired	(33,600	)	49.97
Outstanding at November 2, 2013	8,997,584		$	40.80	$	34,277,453	3.7
Stock appreciation rights exercisable at November 2, 2013	2,991,261		$	46.03	$	3,696,298	4.4
Stock appreciation rights expected to become exercisable in the future as of November 2, 2013	5,957,158		$	38.11	$	30,578,924	3.4

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The total intrinsic value of stock appreciation rights exercised during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 was $8.5 million and insignificant, respectively.

The grant date fair value of stock appreciation rights which vested during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 was $25.0 million and $24.0 million , respectively.

As of November 2, 2013 , there was $18.4 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock appreciation rights. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 11 months .

Restricted Stock Units

Below is a summary of restricted stock unit activity for the thirty-nine weeks ended November 2, 2013 :



Restricted Stock Units	Number of Underlying Shares		Weighted-Average Grant Date Fair Value
Unvested at February 2, 2013	1,198,680		$	46.88
Granted ⁽¹⁾	782,400		42.52
Vested	(358,728	)	40.65
Forfeited	(135,479	)	45.68
Unvested at November 2, 2013	1,486,873		$	46.29

⁽¹⁾

Number of shares granted includes approximately 240,000 shares related to the grant of performance share awards ("PSAs") in Fiscal 2013. This reflects the target amount granted; however, the number of PSAs that ultimately are earned would vary from 0% - 200% of target depending on the level of growth of adjusted diluted earnings per share. The number also includes 15,000 of additional shares earned above the Fiscal 2012 target due to the achievement above target.

The total fair value of restricted stock units and performance share awards granted during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 was $33.3 million and $28.2 million , respectively.

The total grant date fair value of restricted stock units and performance share awards which vested during the thirty-nine week periods ended November 2, 2013 and October 27, 2012 was $14.6 million and $18.7 million , respectively.

As of November 2, 2013 , there was $36.1 million of total unrecognized compensation cost, net of estimated forfeitures, related to non-vested restricted stock units and performance share awards. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 16 months .

5. NET INCOME (LOSS) PER SHARE

Net income (loss) per basic share is computed based on the weighted-average number of outstanding shares of Common Stock. Net income per diluted share is computed based on the weighted-average dilutive effect of stock options, stock appreciation rights, restricted stock units and performance share awards.

Weighted-Average Shares Outstanding and Anti-Dilutive Shares (in thousands):



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2013		October 27, 2012		November 2, 2013		October 27, 2012
Shares of Common Stock issued	103,300		103,300		103,300		103,300
Treasury shares	(26,844	)	(21,631	)	(25,913	)	(20,361	)
Weighted-Average—Basic Shares	76,456		81,669		77,387		82,939
Dilutive effect of stock options, stock appreciation rights, restricted stock units and performance share awards	—		853		—		1,110
Weighted-Average—Diluted Shares	76,456		82,522		77,387		84,049
Anti-Dilutive Shares ⁽¹⁾	11,023		6,114		11,127		5,398


⁽¹⁾	Reflects the number of shares subject to outstanding stock options, stock appreciation rights, restricted stock units and performance share awards but excluded from the computation of net (loss) income per diluted share because the impact would be anti-dilutive.

6. CASH AND EQUIVALENTS

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Cash and equivalents consisted of (in thousands):



	November 2, 2013		February 2, 2013
Cash and equivalents:
Cash	$	254,129	$	398,508
Cash equivalents	3,396		244,997
Total cash and equivalents	$	257,525	$	643,505

Cash and equivalents include amounts on deposit with financial institutions, United States treasury bills, and other investments, primarily held in money market accounts, with original maturities of less than three months . Any cash that is legally restricted from use is recorded in Other Assets on the Consolidated Balance Sheets. The restricted cash balance was $30.0 million on November 2, 2013 and $31.1 million on February 2, 2013 , respectively. Restricted cash includes various cash deposits with international banks that are used as collateral for customary non-debt banking commitments and deposits into trust accounts to conform to standard insurance security requirements.

7. RABBI TRUST ASSETS

Rabbi Trust assets are included in Other Assets on the Consolidated Balance Sheets and are restricted as to their use and consist of (in thousands):



	November 2, 2013	February 2, 2013
Rabbi Trust assets:
Money market funds	23	22
Trust-owned life insurance policies (at cash surrender value)	90,028	87,575
Total Rabbi Trust assets	90,051	87,597

The irrevocable rabbi trust (the “Rabbi Trust”) is intended to be used as a source of funds to match respective funding obligations to participants in the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I, the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan II and the Chief Executive Officer Supplemental Executive Retirement Plan. The Rabbi Trust assets primarily consist of trust-owned life insurance policies which are recorded at cash surrender value. The change in cash surrender value of the trust-owned life insurance policies held in the Rabbi Trust resulted in insignificant realized gains for each of the thirteen weeks ended November 2, 2013 and October 27, 2012 and $2.5 million for each of the thirty-nine weeks ended November 2, 2013 and October 27, 2012 , recorded in Interest Expense, Net on the Consolidated Statements of Operations and Comprehensive Income (Loss).

8. FAIR VALUE

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


•	Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets.


•	Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly.


•	Level 3—inputs to the valuation methodology are unobservable.

The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The three levels of the hierarchy and the distribution of the Company’s assets and liabilities, measured at fair value, within it were as follows:

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	Assets and Liabilities at Fair Value as of November 2, 2013 (in thousands):
	Level 1		Level 2		Level 3		Total
ASSETS:
Money market funds	$	3,419	$	—	$	—	$	3,419
Derivative financial instruments	—		1,358		—		1,358
Total assets measured at fair value	$	3,419	$	1,358	$	—	$	4,777
LIABILITIES:
Derivative financial instruments	—		2,782		—		2,782
Total liabilities measured at fair value	$	—	$	2,782	$	—	$	2,782



	Assets and Liabilities at Fair Value as of February 2, 2013 (in thousands):
	Level 1		Level 2		Level 3		Total
ASSETS:
Money market funds	$	245,019	$	—	$	—	$	245,019
Derivative financial instruments	—		2,493		—		2,493
Total assets measured at fair value	$	245,019	$	2,493	$	—	$	247,512
LIABILITIES:
Derivative financial instruments	—		9,987		—		9,987
Total liabilities measured at fair value	$	—	$	9,987	$	—	$	9,987

The level 2 assets and liabilities consist of derivative financial instruments, primarily forward foreign currency exchange contracts. The fair value of forward foreign currency exchange contracts is determined by using quoted market prices of the same or similar instruments, adjusted for counterparty risk.

Disclosures of Fair Value of Other Assets and Liabilities:

The Company’s borrowings under its Term Loan Agreement are carried at historical cost in the accompanying Consolidated Balance Sheets. For disclosure purposes, the Company estimates the fair value of borrowings under the Term Loan Agreement using discounted cash flow analysis based on market rates obtained from independent third parties for similar types of debt. The inputs used to value the borrowings under the Term Loan Agreement are considered to be Level 2 instruments. The carrying amount of borrowings outstanding under the Term Loan Agreement as of November 2, 2013 was approximately $138.8 million . The fair value of borrowings outstanding under the Term Loan Agreement as of November 2, 2013 was approximately $138.8 million . There were no borrowings outstanding under the Amended and Restated Credit Agreement or the Term Loan Agreement at February 2, 2013 . See Note 13, “ BORROWINGS, ” for further discussion on the Amended and Restated Credit Agreement and the Term Loan Agreement.

9. INVENTORIES

During the fourth quarter of Fiscal 2012, the Company elected to change its inventory valuation method from the lower of cost or market utilizing the retail method to the lower of cost or market under the weighted-average cost method. The Company believes the new method is preferable as it is consistent with the practices of other specialty retailers and better aligns with the way the Company manages its business with a focus on the actual margin realized. See Note 3, “ CHANGE IN ACCOUNTING PRINCIPLE ,” for further details on the accounting change.

Inventories are principally valued at the lower of cost or market on a weighted-average cost basis. The Company writes down inventory through a lower of cost or market adjustment, the impact of which is reflected in Cost of Goods Sold on the Consolidated Statements of Operations and Comprehensive Income (Loss). This adjustment is based on management's judgment regarding future demand and market conditions and analysis of historical experience. The lower of cost or market adjustment to inventory was $14.1 million and $9.9 million at November 2, 2013 and February 2, 2013 , respectively.

Additionally, as part of inventory valuation, inventory shrinkage estimates based on historical trends from actual physical inventories are made each period that reduce the inventory value for lost or stolen items. The Company performs physical inventories on a periodic basis and adjusts the shrink reserve accordingly. The shrink reserve was $6.9 million and $11.8 million at November 2, 2013 and February 2, 2013 , respectively.

The inventory balance, net of reserves, was $768.9 million and $427.0 million at November 2, 2013 and February 2, 2013 , respectively.

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10. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of (in thousands):



	November 2, 2013			February 2, 2013
Property and equipment, at cost	$	2,986,429		$	2,915,072
Accumulated depreciation and amortization	(1,825,525		)	(1,606,840		)
Property and equipment, net	$	1,160,904		$	1,308,232

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

In accordance with Accounting Standards Codification 820-10, “Fair Value Measurements and Disclosures,” store-related assets are considered level 3 assets in the fair value hierarchy. Fair values are determined at the store level, primarily using a discounted cash flow model. The estimation of future cash flows from operating activities requires significant estimates of factors that include future sales, gross margin performance and operating expenses. In instances where the discounted cash flow analysis indicates a negative value at the store level, and impairment charges are taken, the market exit price based on historical experience is used to determine the fair value by asset type.

In the third quarter of Fiscal 2013, the Company incurred non-cash asset impairment charges of $43.6 million , as a result of the impact of current sales trends on the profitability of a number of stores. The asset impairment charges are primarily related to 23 Abercrombie & Fitch stores, three abercrombie kids stores and 70 Hollister stores.

The following table presents quantitative information related to the unobservable inputs used in the Company's level 3 fair value measurements for the impairment charges incurred in the third quarter of Fiscal 2013.



UNOBSERVABLE INPUT	VALUE
Weighted average cost of capital ⁽¹⁾	11%
Annual revenue growth rates ⁽²⁾	2%


⁽¹⁾	The Company utilized the year-end weighted average cost of capital in the discounted cash flow model.


⁽²⁾	The Company utilized an annual revenue growth rate in the discounted cash flow model.

See Note 17, " GILLY HICKS RESTRUCTURING ," for reference on impairment charges incurred in relation to the decision to close the stand-alone Gilly Hicks stores.

In certain lease arrangements, the Company is involved in the construction of the building. If it is determined that the Company has substantially all of the risks of ownership during construction of the leased property and therefore is deemed to be the owner of the construction project, the Company records an asset for the amount of the total project costs and an amount related to the value attributed to the pre-existing, leased building in Property and Equipment, Net and the related financing obligation in Leasehold Financing Obligations on the Consolidated Balance Sheets. Once construction is complete, if it is determined that the asset does not qualify for sale-leaseback accounting treatment, the Company continues to amortize the obligation over the lease term and depreciates the asset over its useful life. The Company had $52.8 million and $55.2 million of construction project assets in Property and Equipment, Net at November 2, 2013 and February 2, 2013 , respectively.

11. DEFERRED LEASE CREDITS

Deferred lease credits are derived from payments received from landlords to wholly or partially offset store construction costs and are classified between current and long-term liabilities. The amounts, which are amortized over the respective lives of the related leases, consisted of the following (in thousands):



	November 2, 2013			February 2, 2013
Deferred lease credits	$	558,183		$	550,527
Amortized deferred lease credits	(368,546		)	(343,076		)
Total deferred lease credits, net	$	189,637		$	207,451

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12. INCOME TAXES

The provision for income taxes is based on the current estimate of the annual effective tax rate adjusted to reflect the impact of discrete items. The effective tax rates for the thirteen weeks ended November 2, 2013 and October 27, 2012 were 57.7% and 36.2% , respectively. The effective tax rates for the thirty-nine weeks ended November 2, 2013 and October 27, 2012 were 67.4% and 36.3% , respectively. The Fiscal 2013 year-to-date effective tax rate reflects a benefit resulting from the settlement of certain state tax audits and a $4.9 million benefit related to other discrete tax matters in the third quarter.

Cash payments of income taxes made during the thirteen weeks ended November 2, 2013 and October 27, 2012 were approximately $6.0 million and $6.1 million , respectively. Cash payments of income taxes made during the thirty-nine weeks ended November 2, 2013 and October 27, 2012 were approximately $110.3 million and $85.7 million , respectively.

13. BORROWINGS

On July 28, 2011, the Company entered into an unsecured Amended and Restated Credit Agreement, as amended by Amendment No. 1, made as of February 24, 2012, and Amendment No. 2, made as of January 23, 2013 (the “Amended and Restated Credit Agreement”) under which up to $350 million is available. As stated in the Amended and Restated Credit Agreement, the primary purposes of the agreement are for trade and stand-by letters of credit in the ordinary course of business, as well as to fund working capital, capital expenditures, acquisitions and investments, and other general corporate purposes, including repurchases of A&F's Common Stock.

The Amended and Restated Credit Agreement has several borrowing options, including interest rates that are based on: (i) a defined Base Rate, plus a margin based on the Leverage Ratio, payable quarterly; (ii) an Adjusted Eurodollar Rate (as defined in the Amended and Restated Credit Agreement) plus a margin based on the Leverage Ratio, payable at the end of the applicable interest period for the borrowing and, for interest periods in excess of three months, on the date that is three months after the commencement of the interest period; or (iii) an Adjusted Foreign Currency Rate (as defined in the Amended and Restated Credit Agreement) plus a margin based on the Leverage Ratio, payable at the end of the applicable interest period for the borrowing and, for interest periods in excess of three months, on the date that is three months after the commencement of the interest period. The Base Rate represents a rate per annum equal to the highest of (a) PNC Bank, National Association’s then publicly announced prime rate, (b) the Federal Funds Open Rate (as defined in the Amended and Restated Credit Agreement) as then in effect plus 1/2 of 1.0% or (c) the Daily Adjusted Eurodollar Rate (as defined in the Amended and Restated Credit Agreement) as then in effect plus 1.0% .

The facility fees payable under the Amended and Restated Credit Agreement are based on the Company’s Leverage Ratio (i.e., the ratio, on a consolidated basis, of (a) the sum of total debt (excluding specified permitted foreign bank guarantees and trade letters of credit) plus 600% of forward minimum rent commitments to (b) consolidated earnings, as adjusted, before interest, taxes, depreciation, amortization and rent (“Consolidated EBITDAR”) for the trailing four -consecutive-fiscal-quarter periods. The facility fees accrue at a rate of 0.125% to 0.30% per annum based on the Leverage Ratio for the most recent determination date. The Amended and Restated Credit Agreement requires that the Leverage Ratio not be greater than 3.75 to 1.00 at the end of each testing period. As of November 2, 2013, the Amended and Restated Credit Agreement also required that the “Coverage Ratio” for A&F and its subsidiaries on a consolidated basis of (i) Consolidated EBITDAR for the trailing four-consecutive-fiscal-quarter period to (ii) the sum of, without duplication, (x) net interest expense for such period, (y) scheduled payments of long-term debt due within twelve months of the date of determination and (z) the sum of minimum rent and contingent store rent, not be less than 1.75 to 1.00.

The Amended and Restated Credit Agreement will mature on July 27, 2016. The Company had no trade letters of credit outstanding at November 2, 2013 and February 2, 2013 . Stand-by letters of credit outstanding under the Amended and Restated Credit Agreement on November 2, 2013 and February 2, 2013 were insignificant.

As of November 2, 2013 and February 2, 2013 , the Company had no borrowings outstanding under the Amended and Restated Credit Agreement.

On February 24, 2012, the Company entered into a $300 million Term Loan Agreement. On January 23, 2013, the Company amended both the Term Loan Agreement (via Amendment No. 1) (the "Term Loan Agreement") and the Amended and Restated Credit Agreement (via Amendment No. 2). The required Coverage Ratio in both agreements was lowered to 1.75 to 1.00 and the availability under the Term Loan Agreement was lowered to $150 million . On February 21, 2013, the Company elected to draw down the full $150 million available under the Term Loan Agreement. Repayments of $3.75 million are due on the last day of each quarter beginning May 2013, with the final repayment of $90.0 million due upon maturity at February 23, 2017. Interest on borrowings may be determined under several alternative methods including LIBOR plus a margin based upon the Company’s Leverage Ratio, as defined above. The Company was in compliance with the applicable ratio requirements and other covenants under both agreements at November 2, 2013 .

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As of November 2, 2013 , the Company had $138.8 million in borrowings outstanding under the Term Loan Agreement. The Company had no borrowings under the Term Loan Agreement as of February 2, 2013 .

On November 4, 2013, the Company entered into amendments to both the Amended and Restated Credit Agreement and the Term Loan Agreement. See Note 20, " SUBSEQUENT EVENTS ," for further details on the amendments.

Total interest expense and fees associated with borrowing agreements were $1.1 million and insignificant for the thirteen weeks ended November 2, 2013 and October 27, 2012 , respectively, and $3.2 million and $2.3 million for the thirty-nine weeks ended November 2, 2013 and October 27, 2012 , respectively.

The terms of both the Amended and Restated Credit Agreement and the Term Loan Agreement include customary events of default such as payment defaults, cross-defaults to other material indebtedness, undischarged material judgments, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation and conduct of the business of A&F and its subsidiaries. Upon an event of default: (i) the lenders under the Amended and Restated Credit Agreement will not be obligated to make loans or other extensions of credit and may, among other things, terminate their commitments to the Company; and (ii) the lenders under the Amended and Restated Credit Agreement and the lenders under the Term Loan Agreement may declare any then outstanding loans due and payable immediately.

14. LEASEHOLD FINANCING OBLIGATIONS

As of November 2, 2013 and February 2, 2013 , the Company had $61.6 million and $63.9 million , respectively, of long-term liabilities related to leasehold financing obligations. In certain lease arrangements, the Company is involved in the construction of the building. If it is determined that the Company has substantially all of the risks of ownership during construction of the leased property and therefore is deemed to be the owner of the construction project, the Company records an asset for the amount of the total project costs and an amount related to the value attributed to the pre-existing leased building in Property and Equipment, Net and the related financing obligation in Leasehold Financing Obligations on the Consolidated Balance Sheets. Once construction is complete, if it is determined that the asset does not qualify for sale-leaseback accounting treatment, the Company continues to amortize the obligation over the lease term and depreciates the asset over its useful life. The Company does not report rent expense for the portion of the rent payment determined to be related to the assets which are determined to be owned for accounting purposes. Rather, that portion of the rental payments under the lease is recognized as a reduction of the financing obligation and interest expense.

Total interest expense related to landlord financing obligations was $1.7 million for each of the thirteen weeks ended November 2, 2013 and October 27, 2012 . Total interest expense related to landlord financing obligations was $5.0 million for each of the thirty-nine weeks ended November 2, 2013 and October 27, 2012 .

15. DERIVATIVES

The Company is exposed to risks associated with changes in foreign currency exchange rates and uses derivatives, primarily forward contracts, to manage the financial impacts of these exposures. The Company does not use forward contracts to engage in currency speculation and does not enter into derivative financial instruments for trading purposes.

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

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

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The Company uses derivative instruments, primarily forward contracts designated as cash flow hedges, to hedge the foreign currency exposure associated with forecasted foreign-currency-denominated intercompany inventory sales to foreign subsidiaries and the related settlement of the foreign-currency-denominated intercompany receivable. Fluctuations in exchange rates will either increase or decrease the Company’s U.S. dollar equivalent cash flows and affect the Company’s U.S. dollar earnings. Gains or losses on the foreign currency exchange forward contracts that are used to hedge these exposures are expected to partially offset this variability. Foreign currency exchange forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon settlement date. As of November 2, 2013 , the typical length of time over which forecasted foreign-currency-denominated intercompany inventory sales were hedged was 12 months . The sale of the inventory to the Company’s customers will result in the reclassification of related derivative gains and losses that are reported in Accumulated Other Comprehensive Income (Loss). Substantially all of the remaining unrealized gains or losses related to foreign-currency-denominated intercompany inventory sales that have occurred as of November 2, 2013 will be recognized in cost of goods sold over the following two months at the values at the date the inventory was sold to the respective subsidiary.

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

As of November 2, 2013 , the Company had outstanding the following foreign currency exchange forward contracts that were entered into to hedge either a portion, or all, of forecasted foreign-currency-denominated intercompany inventory sales, the resulting settlement of the foreign-currency-denominated intercompany accounts receivable, or both:



	Notional Amount ⁽¹⁾
Euro	$	85,125
British Pound	$	40,749
Canadian Dollar	$	13,996


⁽¹⁾	Amounts are reported in thousands and in U.S. Dollar equivalent as of November 2, 2013 .

The Company also uses foreign currency exchange forward contracts to hedge certain foreign-currency-denominated net monetary assets/liabilities. Examples of monetary assets/liabilities include cash balances, receivables and payables. Fluctuations in exchange rates result in transaction gains/(losses) being recorded in earnings as U.S. GAAP requires that monetary assets/liabilities be remeasured at the spot exchange rate at quarter-end or upon settlement. The Company has chosen not to apply hedge accounting to these instruments because there are no differences in the timing of gain or loss recognition on the hedging instrument and the hedged item.

As of November 2, 2013 , the Company had outstanding the following foreign currency forward contracts that were entered into to hedge foreign currency denominated net monetary assets/liabilities:



	Notional Amount ⁽¹⁾
Euro	$	37,950
Swiss Franc	$	23,569


⁽¹⁾	Amounts are reported in thousands and in U.S. Dollar equivalent as of November 2, 2013 .

The location and amounts of derivative fair values on the Consolidated Balance Sheets as of November 2, 2013 and February 2, 2013 were as follows:



	Balance Sheet	Asset Derivatives				Balance Sheet	Liability Derivatives
(in thousands):	Location	November 2, 2013		February 2, 2013		Location	November 2, 2013		February 2, 2013
Derivatives Designated as Hedging Instruments:
Foreign Currency Exchange Forward Contracts	Other Current Assets	$	506	$	1,967	Other Liabilities	$	2,224	$	9,270
Derivatives Not Designated as Hedging Instruments:
Foreign Currency Exchange Forward Contracts	Other Current Assets	$	852	$	526	Other Liabilities	$	558	$	717
Total	Other Current Assets	$	1,358	$	2,493	Other Liabilities	$	2,782	$	9,987

Refer to Note 8, “ FAIR VALUE, ” for further discussion of the determination of the fair value of derivatives.

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The location and amounts of derivative gains and losses for the thirteen and thirty-nine weeks ended November 2, 2013 and October 27, 2012 on the Consolidated Statements of Operations and Comprehensive Income (Loss) were as follows:



		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		November 2, 2013			October 27, 2012			November 2, 2013		October 27, 2012
(in thousands):	Location	Gain/(Loss)			Gain/(Loss)			Gain/(Loss)		Gain/(Loss)
Derivatives not designated as Hedging Instruments:
Foreign Exchange Forward Contracts	Other Operating (Income) Expense, Net	$	(805	)	$	(1,560	)	$	456	$	2,897



	Amount of Gain (Loss) Recognized in OCI on Derivative Contracts (Effective Portion) (a)						Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Earnings (Effective Portion) (b)				Location of Gain (Loss) Recognized in Earnings on Derivative Contracts (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Earnings on Derivative Contracts (Ineffective Portion and Amount Excluded from Effectiveness Testing) (c)
	Thirteen Weeks Ended
(in thousands):	November 2, 2013			October 27, 2012				November 2, 2013		October 27, 2012			November 2, 2013			October 27, 2012
Derivatives in Cash Flow Hedging Relationships
Foreign Currency Exchange Forward Contracts	$	(3,748	)	$	(8,147	)	Cost of Goods Sold	$	1,359	$	5,981	Other Operating (Income) Expense, Net	$	(9	)	$	221
	Thirty-Nine Weeks Ended
(in thousands):	November 2, 2013			October 27, 2012				November 2, 2013		October 27, 2012			November 2, 2013			October 27, 2012
Derivatives in Cash Flow Hedging Relationships
Foreign Currency Exchange Forward Contracts	$	7,515		$	2,566		Cost of Goods Sold	$	1,581	$	14,820	Other Operating (Income) Expense, Net	$	167		$	9


(a)	The amount represents the change in fair value of derivative contracts due to changes in spot rates.


(b)	The amount represents the reclassification from OCI into earnings when the hedged item affects earnings, which is when merchandise is sold to the Company’s customers.


(c)	The amount represents the change in fair value of derivative contracts due to changes in the difference between the spot price and forward price that is excluded from the assessment of hedge effectiveness and, therefore, recognized in earnings.

16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The activity in accumulated other comprehensive income (loss), for the thirteen and thirty-nine weeks ended November 2, 2013 is as follows (in thousands):



	Thirteen Weeks Ended November 2, 2013
	Derivative Financial Instruments		Foreign Currency Translation		Total
Beginning balance at August 3, 2013	2,639		(25,557	)	(22,918	)
Other comprehensive income (loss) before reclassifications	(3,748	)	10,959		7,211
Reclassified from accumulated other comprehensive income (loss) ⁽¹⁾	(1,359	)	—		(1,359	)
Tax effect on derivative financial instruments	536		—		536
Net current-period other comprehensive income (loss)	(4,571	)	10,959		6,388
Ending balance at November 2, 2013	(1,932	)	(14,598	)	(16,530	)

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⁽¹⁾ For the thirteen weeks ended November 2, 2013 , the gain or loss was reclassified from Other Comprehensive Income (Loss) to the Cost of Goods Sold line item on the Consolidated Statement of Operations and Comprehensive Income (Loss).



	Thirty-Nine Weeks Ended November 2, 2013
	Derivative Financial Instruments		Foreign Currency Translation		Total
Beginning balance at February 2, 2013	(7,220	)	(6,068	)	(13,288	)
Other comprehensive income (loss) before reclassifications	7,515		(8,530	)	(1,015	)
Reclassified from accumulated other comprehensive income (loss) ⁽¹⁾	(1,581	)	—		(1,581	)
Tax effect on derivative financial instruments	(646	)	—		(646	)
Net current-period other comprehensive income (loss)	5,288		(8,530	)	(3,242	)
Ending balance at November 2, 2013	(1,932	)	(14,598	)	(16,530	)

⁽¹⁾ For the thirty-nine weeks ended November 2, 2013 , the gain or loss was reclassified from Other Comprehensive Income (Loss) to the Cost of Goods Sold line item on the Consolidated Statement of Operations and Comprehensive Income (Loss).

17. GILLY HICKS RESTRUCTURING

On November 1, 2013, A&F’s Board of Directors approved the closure of the Company’s stand-alone Gilly Hicks stores. The Company anticipates the closure will be substantially complete by the end of the first quarter of Fiscal 2014. Store closures in Europe are subject to applicable notice and consultation provisions.

In connection with its long-term strategic review, the Company has decided to focus the future development of the Gilly Hicks brand through Hollister stores and direct-to-consumer channels. This decision reflects the successful pilot of selling Gilly Hicks branded intimates in Hollister stores.

As a result of exiting the Gilly Hicks branded stores, the Company currently estimates that it will incur aggregate pre-tax charges of approximately $90 million , inclusive of the $44.7 million of charges recognized during the third quarter.

Below is a summary of pre-tax charges incurred to-date related to the closure of the Gilly Hicks branded stores (in thousands):



	Thirteen and Thirty-Nine Weeks Ended
	November 2, 2013 ⁽¹⁾
Non-Cash Charges
Asset Impairment	$	37,940
Other Charges	$	4,668
Cash Charges
Lease Terminations	$	2,100
Total Charges	$	44,708

⁽¹⁾ For the thirteen week period ended November 2, 2013, the Company incurred charges related to restructuring plans for the Gilly Hicks brand of $14.5 million for U.S. Stores segment and $30.2 million for International Stores segment.

The remaining charges, primarily lease-related, including the net present value of payments related to lease terminations, potential sub-lease losses and other lease-related costs of approximately $45 million , are expected to be substantially recognized in the fourth quarter of Fiscal 2013 and the first quarter of Fiscal 2014. These estimates are based on a number of significant assumptions and could change materially.

Based on the timing of the store closures and the applicable accounting guidance, the Company has not incurred a liability as of November 2, 2013 related to the Company's decision to close its stand-alone Gilly Hicks stores.

18. CONTINGENCIES

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A&F is a defendant in lawsuits and other adversary proceedings arising in the ordinary course of business. Legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, and the Company establishes reserves for the outcome of litigation where it deems appropriate to do so under applicable accounting rules. The Company’s assessment of the current exposure could change in the event of the discovery of additional facts with respect to legal matters pending against the Company or determinations by judges, juries, administrative agencies or other finders of fact that are not in accordance with the Company’s evaluation of claims. Actual liabilities may exceed the amounts reserved, and there can be no assurance that final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company has established accruals for certain matters where losses are deemed probable and reasonably estimable. There are other claims and legal proceedings pending against the Company for which accruals have not been established.

19. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2013, the FASB issued ASU 2013-02, which amends Accounting Standards Codification Topic 220, "Comprehensive Income." The ASU contains new requirements related to the presentation and disclosure of items that are reclassified out of other comprehensive income. The new requirements give financial statement users a more comprehensive view of items that are reclassified out of other comprehensive income. ASU 2013-02 is effective for the Company's fiscal year and interim periods beginning after December 15, 2012, and is to be applied prospectively. The adoption did not have a material effect on the Company's consolidated financial statements.

20. SUBSEQUENT EVENTS

Credit Agreement

On November 4, 2013, the Company entered into an Amendment No. 3 to its existing Amended and Restated Credit Agreement and an Amendment No. 2 to its existing Term Loan Agreement. The amendments allow the Company to add back to the calculation of consolidated EBITDAR, for purposes of determining the Company's "Coverage Ratio" and the Company's "Leverage Ratio", up to $60 million of cash charges associated with the Gilly Hicks restructuring. In addition, the required minimum "Coverage Ratio" will be reduced initially for the testing period ending February 1, 2014 and each of the testing periods during the fiscal year ending January 31, 2015, to a level of 1.60 to 1.00, with such level gradually increasing to 1.75 to 1.00, for the testing period ending October 31, 2015 and thereafter.

Employment Agreement

On December 9, 2013, the Company entered into a new employment agreement (the “2013 Agreement”) with Michael S. Jeffries, effective on February 2, 2014. Mr. Jeffries will continue to serve as the Chairman and Chief Executive Officer of the Company, responsible for developing and executing the Company’s strategy and long-term business plans.

The 2013 Agreement will replace Mr. Jeffries’ current employment agreement (the “2008 Agreement”), which expires on February 1, 2014. The 2013 Agreement commences on February 2, 2014 and may be terminated by either party at any time after February 1, 2015 upon twelve months written notice or as otherwise described below.

Under the 2013 Agreement, Mr. Jeffries will continue to receive his current annual base salary of $1,500,000 , which will be reviewed annually. Mr. Jeffries will continue to participate in the Company’s annual bonus plan, with an annual target bonus opportunity of 150% of his base salary and a maximum bonus opportunity of up to 300% of his base salary.

The 2013 Agreement structures Mr. Jeffries’ long-term incentive opportunity differently from the structure incorporated in the 2008 Agreement. There is no retention or sign-on grant, and the formula for semi-annual equity grants contained in the 2008 Agreement has been eliminated. Instead, the 2013 Agreement provides that Mr. Jeffries is eligible to receive long-term incentive awards each year with a target value of $6,000,000 , as measured for accounting purposes. This target value will be reviewed annually and may be increased at the sole discretion of the Compensation Committee if Company performance warrants such an adjustment. The vesting of at least 60% of each annual long-term incentive award (based on the target value of the total award) will be subject to performance criteria as determined by the Compensation Committee.

Consistent with the 2008 Agreement, Mr. Jeffries will continue to be entitled to term life insurance coverage in the amount of $10,000,000 , as well as participation in the Company’s employee benefit plans and arrangements generally made available to the Company’s other senior executive officers. Mr. Jeffries also will be entitled to use, for security purposes, the Company’s aircraft for up to $200,000 of personal travel, as provided under the 2008 Agreement. In addition, Mr. Jeffries remains eligible to receive benefits under the Company’s Supplemental Executive Retirement Plan.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Abercrombie & Fitch Co.:

We have reviewed the accompanying consolidated balance sheet of Abercrombie & Fitch Co. and its subsidiaries as of November 2, 2013 and the related consolidated statements of operations and comprehensive income (loss) for the thirteen and thirty-nine week periods ended November 2, 2013 and October 27, 2012 and the consolidated statements of cash flows for the thirty-nine week periods ended November 2, 2013 and October 27, 2012. These interim financial statements are the responsibility of the Company’s management.

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

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

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of February 2, 2013, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for the year then ended (not presented herein), and in our report dated April 2, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of February 2, 2013, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

Columbus, Ohio

December 10, 2013

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

OVERVIEW

The Company is a specialty retailer that operates stores in North America, Europe, Asia and Australia and direct-to-consumer operations in North America and Europe that service its brands throughout the world. The Company sells casual sportswear apparel, including knit tops and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters, outerwear, personal care products and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids and Hollister brands. In addition, the Company operates stores and direct-to-consumer operations under the Gilly Hicks brand offering bras, underwear, personal care products, sleepwear and at-home products for girls.

Abercrombie & Fitch is rooted in East Coast traditions and Ivy League heritage, the essence of privilege and casual luxury. Abercrombie & Fitch is a combination of classic and sexy creating an atmosphere that is confident and just a bit provocative. abercrombie kids directly follows in the footsteps of its older sibling, Abercrombie & Fitch. abercrombie kids has an energetic attitude and is popular, wholesome and athletic – the signature of All-American cool. Hollister is young, spirited, with a sense of humor and brings Southern California to the world. Gilly Hicks is the cheeky cousin of Abercrombie & Fitch, inspired by the free spirit of Sydney, Australia. Gilly Hicks is classic and vibrant, always confident and is the All-American brand with a Sydney sensibility.

RESULTS OF OPERATIONS

During the third quarter of Fiscal 2013, net sales decreased 12% to $1.033 billion from $1.170 billion for the third quarter of Fiscal 2012. The gross profit rate for the third quarter of Fiscal 2013 was 63.0% compared to 64.3% for the third quarter of Fiscal 2012. Operating loss was $35.4 million for the third quarter of Fiscal 2013 compared to operating income of $133.3 million for the third quarter of Fiscal 2012. The Company had a net loss of $15.6 million and net loss per basic and diluted share of $0.20 for the third quarter of Fiscal 2013 compared to net income of $84.0 million and net income per diluted share of $1.02 for the third quarter of Fiscal 2012.

During the Fiscal 2013 year-to-date period, net sales decreased 7% to $2.818 billion from $3.042 billion for the comparable period of Fiscal 2012. The gross profit rate for the Fiscal 2013 year-to-date period was 64.2% compared to 62.0% for the comparable period of Fiscal 2012. Operating loss was $30.1 million for the Fiscal 2013 year-to-date period compared to operating income of $129.4 million for the comparable period of Fiscal 2012. The Company had a net loss of $11.5 million and net loss per basic and diluted share of $0.15 for the Fiscal 2013 year-to-date period compared to net income of $79.8 million and net income per diluted share of $0.95 for the comparable period of Fiscal 2012.

During the third quarter of Fiscal 2013, the Company's results included the correction of certain errors relating to prior periods. The effect of these corrections increased net income by $3.0 million and $4.7 million for the thirteen and thirty-nine week periods ended November 2, 2013.

Excluding charges related to restructuring plans for Gilly Hicks, other store asset impairment charges, and charges related to the profit improvement initiative, the Company reported adjusted non-GAAP net income of $40.5 million and adjusted non-GAAP net income per diluted share of $0.52 and adjusted non-GAAP net income of $46.4 million and adjusted non-GAAP net income per diluted share of $0.59 for the thirteen and thirty-nine week periods ended November 2, 2013, respectively.

The Company believes that the non-GAAP financial measures are useful to investors as they provide the ability to measure the Company’s operating performance and compare it against that of prior periods without reference to the statement of operations impact of non-cash asset impairment charges, charges related to the restructuring plans for the Gilly Hicks brand and other charges associated with the profit improvement initiative. These non-GAAP financial measures should not be used as alternatives to net income per diluted share or as indicators of the ongoing operating performance of the Company and are also not intended to supersede or replace the Company’s GAAP financial measures. The table below reconciles the GAAP financial measures to the non-GAAP financial measures discussed above for the thirteen and thirty-nine week periods ended November 2, 2013.

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Thirteen Weeks Ended November 2, 2013
(in thousands, except per share data)
	GAAP			Asset Impairment Charges ⁽¹⁾			Gilly Hicks Restructuring ⁽²⁾			Profit Improvement Initiative ⁽³⁾			Tax Impact ⁽⁴⁾	Adjusted Non-GAAP
Stores and Distribution Expense	$	564,935		$	(43,571	)	$	(40,132	)	$	(639	)	—	$	480,593
Marketing, General and Administrative Expense	131,326			—			(4,576		)	(6,951		)	—	119,799
Operating Income (Loss)	(35,370		)	43,571			44,708			7,590			—	60,499
Tax Expense (Benefit)	(21,381		)										39,680	18,299
Net Income (Loss)	$	(15,644	)											$	40,545
Net Income (Loss) Per Share:
Basic	$	(0.20	)											$	0.53
Diluted	$	(0.20	)											$	0.52

Thirty-Nine Weeks Ended November 2, 2013
(in thousands, except per share data)
	GAAP			Asset Impairment Charges ⁽¹⁾			Gilly Hicks Restructuring ⁽²⁾			Profit Improvement Initiative ⁽³⁾			Tax Impact ⁽⁴⁾	Adjusted Non-GAAP
Stores and Distribution Expense	$	1,485,783		$	(43,571	)	$	(40,132	)	$	(639	)	—	$	1,401,441
Marketing, General and Administrative Expense	367,752			—			(4,576		)	(9,526		)	—	353,650
Operating Income (Loss)	(30,127		)	43,571			44,708			10,165			—	68,317
Tax Expense (Benefit)	(23,682		)										40,610	16,928
Net Income (Loss)	$	(11,477	)											$	46,357
Net Income (Loss) Per Share:
Basic	$	(0.15	)											$	0.60
Diluted	$	(0.15	)											$	0.59

⁽¹⁾ The store-related asset impairment charges relate to stores whose asset carrying value exceeded the fair value. For the thirteen week period and thirty-nine week period ended November 2, 2013, the charge was primarily associated with 23 Abercrombie & Fitch, three abercrombie kids and 70 Hollister stores.

⁽²⁾ For the thirteen and thirty-nine week period ended November 2, 2013, the charges related to restructuring plans for Gilly Hicks include $37.9 million in asset impairment charges and $6.8 million lease-related and other charges.

⁽³⁾ For the thirteen and thirty-nine week period ended November 2, 2013, the charges related to the Company's profit improvement initiative include $7.6 million and $10.2 million, respectively, of consulting and other services, and severance charges.

⁽⁴⁾ Indicates the tax impact on the charges

As of November 2, 2013 , the Company had $257.5 million in cash and equivalents and $138.8 million in borrowings outstanding under the Term Loan Agreement. Net cash used for operating activities was $230.2 million for the thirty-nine weeks ended November 2, 2013 primarily related to inventory. The Company also used cash of $124.0 million for capital expenditures, $115.8 million to repurchase approximately 2.4 million shares of A&F’s Common Stock and $46.6 million for dividends paid during the thirty-nine weeks ended November 2, 2013 .

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

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The following data represents the amounts shown in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen and thirty-nine week periods ended November 2, 2013 and October 27, 2012 , expressed as a percentage of net sales:



	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2013		October 27, 2012 (Restated)		November 2, 2013		October 27, 2012 (Restated)
NET SALES	100.0	%	100.0	%	100.0	%	100.0	%
Cost of Goods Sold	37.0	%	35.7	%	35.8	%	38.0	%
GROSS PROFIT	63.0	%	64.3	%	64.2	%	62.0	%
Stores and Distribution Expense ⁽¹⁾	54.7	%	42.5	%	52.7	%	46.4	%
Marketing, General and Administrative Expense ⁽²⁾	12.7	%	10.5	%	13.1	%	11.6	%
Other Operating Income, Net	(1.0	)%	(0.1	)%	(0.5	)%	(0.2	)%
OPERATING INCOME (LOSS)	(3.4	)%	11.4	%	(1.1	)%	4.3	%
Interest Expense, Net	0.2	%	0.1	%	0.2	%	0.1	%
INCOME (LOSS) BEFORE TAXES	(3.6	)%	11.3	%	(1.2	)%	4.1	%
Tax Expense (Benefit) ⁽³⁾	(2.1	)%	4.1	%	(0.8	)%	1.5	%
NET INCOME (LOSS)	(1.5	)%	7.2	%	(0.4	)%	2.6	%

⁽¹⁾ Includes $43.6 million, or 4.2% of net sales, in other store asset impairment charges, $40.1 million, or 3.9% of net sales, of charges related to the restructuring plans for the Gilly Hicks brand and $0.6 million, or 0.1% of net sales, in charges related to the Company's profit improvement initiative for the thirteen weeks ended November 2, 2013 and $43.6 million, or 1.5% of net sales, in other store asset impairment charges, $40.1 million, or 1.4% of net sales, of charges related to the restructuring plans for the Gilly Hicks brand and $0.6 million, or a negligible percentage of net sales, in charges related to the Company's profit improvement initiative for the thirty-nine week period ended November 2, 2013

⁽²⁾ Includes $4.6 million, or 0.4% of net sales, of charges related to the restructuring plans for the Gilly Hicks brand and $7.0 million, or 0.7% of net sales, in charges related to the Company's profit improvement initiative for the thirteen weeks ended November 2, 2013 and $4.6 million, or 0.2% of net sales, related to the restructuring plans for the Gilly Hicks brand and $9.5 million, or 0.3% of net sales, in charges related to the Company's profit improvement initiative for the thirty-nine week period ended November 2, 2013.

⁽³⁾ Includes $39.7 million, or 3.8% of net sales, of tax effect related to the charges for other store asset impairment, restructuring plans for the Gilly Hicks brand and charges related to the Company's profit improvement initiative for the thirteen weeks ended November 2, 2013 and tax effect related to other charges for other store asset impairment, restructuring plans for the Gilly Hicks brand and charges related to the Company's profit improvement initiative of $40.6 million, or 1.4% of net sales, for the thirty-nine week period ended November 2, 2013.

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Financial Summary

The following summarized financial and statistical data compare the thirteen and thirty-nine week periods ended November 2, 2013 to the thirteen and thirty-nine week periods ended October 27, 2012 :



	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Net sales by segment (millions)	$	1,033.3		$	1,169.6		$	2,817.8		$	3,042.3
U.S. Stores	$	561.8		$	709.5		$	1,515.1		$	1,815.5
International Stores	$	296.9		$	301.8		$	841.1		$	792.6
Direct-to-Consumer	$	174.6		$	158.3		$	461.6		$	434.2
Net sales as a % of total sales
U.S. Stores	54		%	61		%	54		%	60		%
International Stores	29		%	26		%	30		%	26		%
Direct-to-Consumer	17		%	13		%	16		%	14		%
Net sales by brand (millions)	$	1,033.3		$	1,169.6		$	2,817.8		$	3,042.3
Abercrombie & Fitch	$	387.8		$	440.0		$	1,069.4		$	1,162.9
abercrombie	$	89.9		$	99.8		$	238.9		$	253.8
Hollister	$	534.0		$	602.5		$	1,443.7		$	1,551.8
Gilly Hicks**	$	21.6		$	27.3		$	65.8		$	73.8
Increase (decrease) in comparable sales*	(14		)%	0		%	(13		)%	(1		)%
Abercrombie & Fitch	(13		)%	(2		)%	(11		)%	(4		)%
abercrombie	(4		)%	2		%	(4		)%	(2		)%
Hollister	(16		)%	2		%	(15		)%	0		%
U.S.	(14		)%	3		%	(13		)%	2		%
International	(15		)%	(11		)%	(13		)%	(12		)%

A store is included in comparable sales when it has been open as the same brand 12 months or more and its square footage has not been expanded or reduced by more than 20% within the past year. Comparable sales include comparable direct-to-consumer sales. Due to the fifty-third week in Fiscal 2012, third quarter comparable sales are compared to the thirteen and thirty-nine week periods ended November 3, 2012.


**	Net sales for the thirteen and thirty-nine week periods ended November 2, 2013 and October 27, 2012 , reflect the activity of 28 and 25 stores, respectively.

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CURRENT TRENDS AND OUTLOOK

Our results for the third quarter of Fiscal 2013 reflect continued weakness in topline performance. The weak sales trend that began in July continued through the third quarter. Despite the challenges in the young apparel retail market, we are pleased by strong growth in our direct-to-consumer business and the progress we are making in Asia.

While we are prepared for business conditions to remain difficult in the fourth quarter, we are aggressively pursuing initiatives we believe will improve the sales trend going forward. Our priorities lie in four areas.

First, getting female fashion right. While many of our initiatives will help with this, we believe that our evolution to testing close to 100 percent of our assortment, shortening our lead times, and increasing style differentiation will be the most significant.

Second, increasing brand engagement through enhanced marketing initiatives and campaigns. We plan to have national campaigns in place for back-to-school next year, building on small-scale initiatives we will test in the meantime.

Third, completing the restructuring of our cost base. We continue to make progress on our profit improvement initiative, and expect to realize net incremental annualized savings of at least $100 million beyond what is realized this year. We expect to complete our in-store pilot studies during the fourth quarter of Fiscal 2013, which will provide insight into additional savings opportunities.

Finally, ensuring we are properly organized to execute against our strategic plan.

We believe the best path to growth and shareholder value creation is to leverage the strengths of our brands, which have global appeal and a clearly defined aesthetic. While we recognize that we must adapt to changing markets and consumer dynamics, we intend to do so while staying true to our brands, which have a reputation for quality, heritage and timeless fashion.

Our priority remains on driving operating margin improvement through execution of our strategic plan and maintaining a disciplined approach to capital allocation.

In connection with our recently completed long-term strategic review, we have also decided to focus the future development of the Gilly Hicks brand through Hollister stores and direct-to-consumer channels. This decision was based on the successful test of selling Gilly Hicks branded intimates in Hollister stores. As a result, we made the decision to close all Gilly Hicks stand-alone stores. We believe it is critical to focus our efforts and resources where we have the greatest opportunities to drive profitable growth for our brands.

The Company's full year non-GAAP adjusted diluted earnings per share projection of $1.40 to $1.50 is based on an assumption that fourth quarter comparable sales will be down low double digits. This projection also assumes significant gross margin rate erosion in the fourth quarter and a flat full year gross margin rate as compared to last year. Our projected diluted earnings per share guidance does not include the impact of any potential impairment and store closure charges, charges related to the restructuring of the Gilly Hicks brand, charges related to the implementation of the profit improvement initiative or the effect of additional share repurchases.

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THIRD QUARTER AND YEAR-TO-DATE RESULTS

Net Sales

Net sales for the third quarter of Fiscal 2013 were $1.033 billion , a decrease of 12% from net sales of $1.170 billion during the third quarter of Fiscal 2012 . The net sales decrease was attributable to a 14% decrease in total comparable sales partially off-set by new international stores. Including direct-to-consumer sales, U.S. sales decreased 18% to $674.9 million and international sales increased 2% to $358.4 million . The impact of changes in foreign currency benefited sales by approximately $6.6 million for the thirteen weeks ended November 2, 2013 (based on converting prior year sales at current year exchange rates).

Year-to-date net sales in Fiscal 2013 were $2.818 billion , a decrease of 7% from net sales of $3.042 billion during the year-to-date period in Fiscal 2012 . The net sales decrease was attributable to a 13% decrease in total comparable sales partially off-set by new international stores. Including direct-to-consumer sales, U.S. sales decreased 14% to $1.807 billion and international sales increased 9% to $1.011 billion . The impact of changes in foreign currency benefited sales by approximately $4.8 million for the thirty-nine weeks ended November 2, 2013 .

By brand, comparable sales for the third quarter of Fiscal 2013, including direct-to-consumer, were as follows: Abercrombie & Fitch decreased 13% , abercrombie kids decreased 4% and Hollister decreased 16% . Across the brands, the male business continued to outperform the female business.

Total comparable sales for the quarter, including direct-to-consumer sales, decreased 14% with comparable U.S. sales decreasing 14% and international decreasing 15%. Within the quarter, comparable sales were weakest in August and September.

Due to the 53rd week in Fiscal 2012, third quarter comparable sales are compared to the thirteen and thirty-nine week period ended November 3, 2012. The thirteen week period ended November 3, 2012 had approximately $23 million less in sales versus the reported thirteen week period October 27, 2012.

Direct-to-consumer sales, including shipping and handling revenue, for the third quarter of Fiscal 2013 were $174.6 million , an increase of 10% from Fiscal 2012 third quarter direct-to-consumer sales of $158.3 million . The direct-to-consumer sales increase was primarily driven by an increase in the international business. The direct-to-consumer business, including shipping and handling revenue, accounted for 16.9% of total net sales in the third quarter of Fiscal 2013 compared to 13.5% in the third quarter of Fiscal 2012.

Direct-to-consumer sales, including shipping and handling revenue, for the Fiscal 2013 year-to-date period were $461.6 million , an increase of 6% from Fiscal 2012 year-to-date direct-to-consumer sales of $434.2 million . The direct-to-consumer sales increase was primarily driven by an increase in the international business. The direct-to-consumer business, including shipping and handling revenue, accounted for 16.4% of total net sales for the year-to-date period of Fiscal 2013 compared to 14.3% in the Fiscal 2012 year-to-date period.

Gross Profit

Gross profit for the third quarter of Fiscal 2013 was $651.0 million compared to $752.5 million for the comparable period in Fiscal 2012. The gross profit rate (gross profit divided by net sales) for the third quarter of Fiscal 2013 was 63.0% , down 130 basis points from the third quarter of Fiscal 2012 rate of 64.3% .

The decrease in the gross profit rate for the third quarter was primarily driven by increased promotional activity partially offset by a calendar shift benefit. Gross profit included $5.3 million of inventory write-downs related to Gilly Hicks.

Year-to-date gross profit for Fiscal 2013 was $1.808 billion compared to $1.886 billion for the comparable period in Fiscal 2012. The gross profit rate for the year-to-date period of Fiscal 2013 was 64.2% , up 220 basis points from the year-to-date period of Fiscal 2012 rate of 62.0% .

The increase in the gross profit rate for the year-to-date period was primarily driven by a selling mix benefit and a decrease in product costs.

Stores and Distribution Expense

Stores and distribution expense for the third quarter of Fiscal 2013 was $564.9 million compared to $496.9 million for the comparable period in Fiscal 2012. Stores and distribution expense for the third quarter of Fiscal 2013 included $40.1 million of charges related to the restructuring of the Gilly Hicks brand and $43.6 million of other store asset impairment charges. Excluding these charges, the stores and distribution expense rate was 46.5% of net sales compared to 42.5% in the third quarter of Fiscal 2012.

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Stores and distribution expense for the Fiscal 2013 year-to-date period was $1.486 billion compared to $1.411 billion for the comparable period in Fiscal 2012. Stores and distribution expense for the Fiscal 2013 year-to-date period included charges as referenced above. Excluding these charges, the stores and distribution expense rate was 49.7% of net sales compared to 46.4% for the Fiscal 2012 year-to-date period.

Expense savings in store payroll, store management and support and other stores and distribution expense were more than offset by the deleveraging effect of negative comparable sales and higher direct-to-consumer expense during the third quarter and year-to-date periods of Fiscal 2013.

Shipping and handling costs, including costs incurred to store, move and prepare the products for shipment and costs incurred to physically move the product to the customer, associated with direct-to-consumer operations were $20.2 million for the thirteen weeks ended November 2, 2013 compared to $16.4 million for the thirteen weeks ended October 27, 2012 and $54.5 million for the thirty-nine weeks ended November 2, 2013 compared to $47.7 million for the thirty-nine weeks ended October 27, 2012 . These amounts are included in Stores and Distribution Expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Handling costs, including costs incurred to store, move and prepare the products for shipment to stores, were $13.6 million for the thirteen weeks ended November 2, 2013 compared to $15.1 million for the thirteen weeks ended October 27, 2012 and $39.6 million for the thirty-nine weeks ended November 2, 2013 compared to $44.1 million for the thirty-nine weeks ended October 27, 2012 . These amounts are included in Stores and Distribution Expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Marketing, General and Administrative Expense

Marketing, general and administrative expense during the third quarter of Fiscal 2013 was $131.3 million compared to $123.4 million during the same period in Fiscal 2012. Marketing, general and administrative expense for the third quarter of Fiscal 2013 included $7.0 million of charges related to the profit improvement initiative and $4.6 million of charges related to the restructuring of the Gilly Hicks brand. Excluding these charges, marketing, general and administrative expense was $119.8 million, a decrease of 3% from last year.

Marketing, general and administrative expense during the Fiscal 2013 year-to-date period was $367.8 million compared to $351.6 million during the same period in Fiscal 2012. Marketing, general and administrative expense for the Fiscal 2013 year-to-date period included $9.5 million of charges related to the profit improvement initiative and $4.6 million of charges related to the restructuring of the Gilly Hicks brand. Excluding these charges, marketing, general and administrative expense was $353.7 million, an increase of 1% from last year.

Other Operating Income, Net

Third quarter other operating income, net for Fiscal 2013 was $9.9 million compared to other operating income, net, of $1.2 million for the third quarter of Fiscal 2012. Other operating income, net included insurance recoveries of approximately $6.0 million in the third quarter of Fiscal 2013.

Year-to-date other operating income, net for Fiscal 2013 was $15.1 million compared to $5.7 million for the year-to-date period of Fiscal 2012. Other operating income, net included insurance recoveries of approximately $9.0 million in Fiscal 2013.

Operating (Loss) Income

Operating loss for the third quarter of Fiscal 2013 was $35.4 million , compared to operating income of $133.3 million during the third quarter of Fiscal 2012. Excluding charges of $95.9 million related to restructuring plans for the Gilly Hicks brand, other store asset impairment charges, and charges related to its profit improvement initiative, operating income was $60.5 million for the third quarter of Fiscal 2013.

Year-to-date operating loss in Fiscal 2013 was $30.1 million , compared to operating income of $129.4 million during the comparable period of Fiscal 2012. Excluding charges of $98.4 million related to restructuring plans for the Gilly Hicks brand, other store asset impairment charges, and charges related to its profit improvement initiative, operating income was $68.3 million for the year-to-date period of Fiscal 2013.

The reduction in operating income was primarily driven by the deleveraging effect of negative comparable store sales, both U.S. and international, partially offset by new international stores, direct-to-consumer operations and expense reductions during the third quarter and year-to-date periods of Fiscal 2013.

Interest Expense, Net and Tax (Benefit) Expense

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Third quarter interest expense was $2.7 million in Fiscal 2013, offset by interest income of $1.1 million , compared to interest expense of $2.6 million , offset by interest income of $1.0 million in the third quarter of Fiscal 2012.

Year-to-date interest expense was $8.2 million in Fiscal 2013, offset by interest income of $3.1 million , compared to interest expense of $7.3 million in Fiscal 2012, offset by interest income of $3.1 million .

The effective tax rate for the third quarter of Fiscal 2013 was 57.7% . Excluding the effect of charges related to restructuring plans for Gilly Hicks, other store asset impairment charges, and charges related to the Company's profit improvement initiative, the tax rate was 31.1% compared to 36.2% for the third quarter of Fiscal 2012.

The effective tax rate for the year-to-date period of Fiscal 2013 was 67.4%. Excluding the effect of charges related to restructuring plans for Gilly Hicks, other store asset impairment charges, and charges related to the Company's profit improvement initiative, the tax rate was 26.7% compared to 36.3% for the Fiscal 2012 year-to-date period.

The Fiscal 2013 effective tax rate reflects a benefit resulting from the settlement of state income tax audits and a benefit of $4.9 million related to certain discrete tax matters in the third quarter.

On a full-year basis, the Company expects the effective tax rate to be in the upper 30's on a GAAP basis and in the mid 30's on an adjusted non-GAAP basis. The rate remains sensitive to the U.S./international profit mix, including the effect of foreign currencies.

As of November 2, 2013 , there were approximately $22.5 million of net deferred tax assets in Japan. The realization of the net deferred tax assets is dependent upon the future generation of sufficient taxable profits in Japan. While the Company believes it is more likely than not that the net deferred tax assets will be realized, it is not certain. Should circumstances change, the net deferred tax assets not currently subject to a valuation allowance may become subject to one in the future. Additional valuation allowances would result in additional tax expense.

Net (Loss) Income and Net (Loss) Income per Share

Net loss for the third quarter of Fiscal 2013 was $15.6 million compared to net income of $84.0 million for the third quarter of Fiscal 2012. Net loss per basic and diluted share for the third quarter of Fiscal 2013 was $0.20 compared to net income per diluted share of $1.02 for the third quarter of Fiscal 2012. Excluding charges related to restructuring plans for the Gilly Hicks brand, other store asset impairment charges, and charges related to its profit improvement initiative, adjusted non-GAAP net income was $40.5 million and net income per diluted share was $0.52.

Net loss for the year-to-date period of Fiscal 2013 was $11.5 million compared to net income of $79.8 million for the year-to-date period of Fiscal 2012. Net loss per basic and diluted share for the year-to-date period of Fiscal 2013 was $0.15 compared to net income per diluted share of $0.95 for the year-to-date period of Fiscal 2012. Excluding charges related to restructuring plans for the Gilly Hicks brand, other store asset impairment charges, and charges related to its profit improvement initiative, adjusted non-GAAP net income was $46.4 million and net income per diluted share was $0.59.

FINANCIAL CONDITION

Liquidity and Capital Resources

Historical Sources and Uses of Cash

Seasonality of Cash Flows

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

Credit Agreements

On July 28, 2011, the Company entered into an unsecured amended and restated credit agreement (the “Amended and Restated Credit Agreement”) under which up to $350 million is available. The Company had no borrowings outstanding under the Amended and Restated Credit Agreement on November 2, 2013 or February 2, 2013 .

On February 24, 2012, the Company entered into a $300 million Term Loan Agreement. On January 23, 2013, the Company amended both the Amended and Restated Credit Agreement and Term Loan Agreement to reduce the amount available for

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borrowing under the Term Loan Agreement to $150 million and lower the applicable Coverage Ratio to 1.75 to 1.00. On February 21, 2013, the Company elected to draw down the full $150 million available under the Term Loan Agreement. Repayments of $3.75 million are due on the last day of each quarter beginning May 2013, with the final repayment of $90.0 million due upon maturity at February 23, 2017. The Company had $138.8 million in borrowings outstanding under the Term Loan Agreement on November 2, 2013 and no borrowings outstanding under the Term Loan Agreement as of February 2, 2013.

The Amended and Restated Credit Agreement and the Term Loan Agreement are described in Note 13, “ BORROWINGS ” and Note 20, " SUBSEQUENT EVENTS ," of the Notes to Consolidated Financial Statements.

The Amended and Restated Credit Agreement and the Term Loan Agreement have a Leverage Ratio covenant and a Coverage Ratio financial covenant. The Company was in compliance with the applicable ratio requirements and other covenants at November 2, 2013 .

Stand-by letters of credit outstanding on November 2, 2013 and February 2, 2013 were insignificant.

Operating Activities

Net cash used for operating activities was $230.2 million for the thirty-nine weeks ended November 2, 2013 compared to net cash provided by operating activities of $219.3 million for the thirty-nine weeks ended October 27, 2012 . The change in cash flow associated with operating activities was primarily related to inventory. Inventory increased 22% from $630.0 million in the third quarter of Fiscal 2012 to $768.9 million at the end of the third quarter of Fiscal 2013.

Investing Activities

Cash outflows for investing activities for the thirty-nine week periods ended November 2, 2013 and October 27, 2012 were used primarily for capital expenditures related to new store construction and information technology investments. Cash outflows for capital expenditures were lower in Fiscal 2013 than in Fiscal 2012, due to fewer new international stores, as well as a decrease in home office, distribution centers and information technology infrastructure projects. Cash inflows from investing activities for the thirty-nine weeks ended October 27, 2012 included proceeds from sales of auction rate marketable securities.

Financing Activities

For the thirty-nine week periods ended November 2, 2013 and October 27, 2012 , cash outflows for financing activities consisted primarily of the repurchase of A&F’s Common Stock, the payment of dividends and the repayment of borrowings. For the thirty-nine week periods ended November 2, 2013 and October 27, 2012 , cash inflows from financing activities consisted primarily of proceeds from borrowings.

During the thirty-nine weeks ended November 2, 2013 , A&F repurchased approximately 2.4 million shares of A&F’s Common Stock in the open market with a market value of approximately $115.8 million . During the thirty-nine weeks ended October 27, 2012 , A&F repurchased approximately 6.3 million shares of A&F’s Common Stock in the open market with a market value of approximately $265.5 million . Repurchases of A&F’s Common Stock were made pursuant to the A&F Board of Directors authorizations.

As of November 2, 2013 , A&F had approximately 16.3 million remaining shares available for repurchase as part of the A&F Board of Directors’ previously approved authorizations.

Future Cash Requirements and Sources of Cash

Over the next twelve months, the Company’s primary cash requirements will be to fund operating activities, including the acquisition of inventory, and obligations related to compensation, leases, taxes and other operating activities, as well as to fund capital expenditures and quarterly dividends to stockholders subject to approval by the Company's Board of Directors'. As referenced below, the Company will incur additional cash expenses related to the closures of the Gilly Hicks stores. The Company has availability under the Amended and Restated Credit Agreement as a source of additional funding.

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Subject to suitable market conditions and available liquidity, A&F expects to continue to repurchase shares of its Common Stock. The Company anticipates funding these cash requirements with available cash and, as appropriate, borrowings under the Amended and Restated Credit Agreement.

The Company is not dependent on dividends from its foreign subsidiaries to fund its U.S. operations or make distributions to A&F's shareholders. Unremitted earnings from foreign subsidiaries, which are considered to be invested indefinitely, would become subject to income tax if they were remitted as dividends or were lent to A&F or a U.S. affiliate.

Off-Balance Sheet Arrangements

As of November 2, 2013 , the Company did not have any off-balance sheet arrangements.

Contractual Obligations

The Company’s contractual obligations consist primarily of operating leases, purchase orders for merchandise inventory, unrecognized tax benefits, certain retirement obligations, lease deposits and other agreements to purchase goods and services that are legally binding and that require minimum quantities to be purchased. These contractual obligations impact the Company’s short- and long-term liquidity and capital resource needs. During the thirty-nine weeks ended November 2, 2013 , there were no material changes in the contractual obligations as of February 2, 2013 , with the exception of those obligations which occurred in the normal course of business (primarily changes in the Company’s merchandise inventory-related purchases and lease obligations, which fluctuate throughout the year as a result of the seasonal nature of the Company’s operations) and the borrowings under the Term Loan Agreement.

Gilly Hicks Restructuring

As a result of exiting the Gilly Hicks branded stores, the Company currently estimates that it will incur aggregate pre-tax charges of approximately $90 million, inclusive of the $44.7 million recognized during the third quarter.

Below is a summary of pre-tax charges incurred related to the closure of the Gilly Hicks branded stores (in thousands):



	Thirteen and Thirty-Nine Weeks Ended
	November 2, 2013 ⁽¹⁾
Non-Cash Charges
Asset Impairment	$	37,940
Other Charges	$	4,668
Cash Charges
Lease Terminations	$	2,100
Total Charges	$	44,708

⁽¹⁾ For the thirteen week period November 2, 2013, the Company incurred charges related to restructuring plans for the Gilly Hicks brand of $14.5 million for U.S. Stores segment and $30.2 million for International Stores segment.

Excluding the charges above, the Company incurred an operating loss of approximately $12 million related to its Gilly Hicks operations for the third quarter. The operating loss for the third quarter included $5.3 million of inventory write-downs. These charges are not included in the charges referenced above.

The remaining charges, primarily lease-related, including the net present value of lease terminations, potential sub-lease losses and other lease-related costs of approximately $45 million, are expected to be substantially recognized in the fourth quarter of Fiscal 2013 and the first quarter of Fiscal 2014. This estimate is based on a number of significant assumptions and could change materially.

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Store Activity

During the third quarter ending November 2, 2013 , the Company opened five international Hollister chain stores, including its first store in Japan, and an Abercrombie & Fitch flagship store in Seoul. Additionally, the Company opened a combined Abercrombie & Fitch and abercrombie kids outlet and a Hollister outlet in Italy.

The Company continues to anticipate opening approximately 20 international Hollister chain stores throughout the year. In addition, the Company will open a small number of international and U.S. outlet stores during the year. The planned opening of an Abercrombie & Fitch flagship store in Shanghai is expected in the Spring of 2014.

The Company expects total capital expenditures for Fiscal 2013 to be approximately $200 million. Capital expenditures totaled $124.0 million and $278.0 million for the thirty-nine week periods ended November 2, 2013 and October 27, 2012 , respectively. Capital expenditures were lower in Fiscal 2013 than in Fiscal 2012, due to fewer new international stores, as well as a decrease in home office, distribution centers and information technology infrastructure projects.

During the thirty-nine weeks ended November 2, 2013 , the Company closed 10 U.S. and one Canadian store. For Fiscal 2013, the Company anticipates closing a total of approximately 50 U.S. stores, inclusive of the 10 which were closed in the first three quarters of Fiscal 2013 and excluding closures related to Gilly Hicks. The remaining store closures are expected to be through natural lease expirations and will occur at the end of the fiscal year.

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Third Quarter Store Count and Gross Square Feet

Store count and gross square footage by brand for the thirteen weeks ended November 2, 2013 and October 27, 2012 , respectively, were as follows:



Store Activity	Abercrombie & Fitch	abercrombie	Hollister		Gilly Hicks	Total
U.S. Stores
August 3, 2013	265	144	478		20	907
New	—	—	—		—	—
Closed	—	—	(3	)	—	(3	)
November 2, 2013	265	144	475		20	904
Gross Square Feet at November 2, 2013	2,367	675	3,241		169	6,452
International Stores
August 3, 2013	20	6	116		8	150
New	2	1	6		—	9
Closed	—	—	—		—	—
November 2, 2013	22	7	122		8	159
Gross Square Feet at November 2, 2013	431	66	1,071		49	1,617
Total Stores	287	151	597		28	1,063
Total Gross Square Feet at November 2, 2013	2,798	741	4,312		218	8,069
Store Activity	Abercrombie & Fitch	abercrombie	Hollister		Gilly Hicks	Total
U.S. Stores
July 28, 2012	278	154	486		18	936
New	—	—	—		—	—
Closed	—	—	—		—	—
October 27, 2012	278	154	486		18	936
Gross Square Feet at October 27, 2012	2,495	727	3,311		176	6,709
International Stores
July 28, 2012	15	5	92		7	119
New	2	1	9		—	12
Closed	—	—	—		—	—
October 27, 2012	17	6	101		7	131
Gross Square Feet at October 27, 2012	339	71	875		47	1,332
Total Stores	295	160	587		25	1,067
Total Gross Square Feet at October 27, 2012	2,834	798	4,186		223	8,041

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Year-To-Date Store Count and Gross Square Feet

Store count and gross square footage by brand for the thirty-nine weeks ended November 2, 2013 and October 27, 2012 , respectively, were as follows:



Store Activity	Abercrombie & Fitch		abercrombie		Hollister		Gilly Hicks	Total
U.S. Stores
February 2, 2013	266		144		482		20	912
New	1		1		—		—	2
Closed	(2	)	(1	)	(7	)	—	(10	)
November 2, 2013	265		144		475		20	904
Gross Square Feet at November 2, 2013	2,367		675		3,241		169	6,452
International Stores
February 2, 2013	19		6		107		7	139
New	3		2		15		1	21
Closed	—		(1	)	—		—	(1	)
November 2, 2013	22		7		122		8	159
Gross Square Feet at November 2, 2013	431		66		1,071		49	1,617
Total Stores	287		151		597		28	1,063
Total Gross Square Feet at November 2, 2013	2,798		741		4,312		218	8,069
Store Activity	Abercrombie & Fitch		abercrombie		Hollister		Gilly Hicks	Total
U.S. Stores
January 28, 2012	280		154		494		18	946
New	1		—		—		—	1
Closed	(3	)	—		(8	)	—	(11	)
October 27, 2012	278		154		486		18	936
Gross Square Feet at October 27, 2012	2,495		727		3,311		176	6,709
International Stores
January 28, 2012	14		5		77		3	99
New	3		1		24		4	32
Closed	—		—		—		—	—
October 27, 2012	17		6		101		7	131
Gross Square Feet at October 27, 2012	339		71		875		47	1,332
Total Stores	295		160		587		25	1,067
Total Gross Square Feet at October 27, 2012	2,834		798		4,186		223	8,041

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Recent Accounting Pronouncements

Critical Accounting Estimates

We describe our significant accounting policies in Note 3, “ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ” of the Notes to Consolidated Financial Statements contained in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of A&F’s Annual Report on Form 10-K for Fiscal 2012. We discuss our critical accounting estimates in "ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS", in our Annual Report on Form 10-K for Fiscal 2012. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of Fiscal 2012 with the exception of the items below:



Policy		Effect if Actual Results Differ from Assumptions
Property and Equipment
Long-lived assets, primarily comprised of property and equipment, are reviewed whenever events or changes in circumstances indicate that full recoverability of net asset group balances through future cash flows is in question. In addition, the Company conducts an annual impairment analysis in the fourth quarter of each year. For the purposes of the annual review, the Company reviews long-lived assets associated with stores that have an operating loss in the current year and have been open for at least two full years. The Company’s impairment calculation requires management to make assumptions and judgments related to factors used in the evaluation for impairment, including, but not limited to, management’s expectations for future operations and projected cash flows. The key assumptions used in our undiscounted future cash flow model include sales, gross margin and, to a lesser extent, operating expenses.		The Company has not made any material changes in the accounting methodology used to determine impairment loss over the past three fiscal years. Based on the impact of current sales trends a number of stores were tested for impairment during the third quarter. Of the stores not impaired, stores with an aggregate net asset group value of $0.2 million, had undiscounted cash flows which were 150% or more of this net asset group value. Stores with an aggregate net asset group value of $2.8 million, had undiscounted cash flows which were in the range of 100% to 150% of this net asset group value. Net asset group value includes the value of construction allowances. The Company does not expect material changes in the near term to the assumptions underlying its impairment calculations as of November 2, 2013. However, if changes in these assumptions do occur, and, should those changes be significant, they could have a material impact on the Company’s determination of whether or not there has been an impairment. A 10% decrease in the sales assumption used to project future cash flows in the third quarter of Fiscal 2013 impairment test would have increased the impairment charge by approximately $4.7 million.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

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

The following factors, including the disclosures under the heading “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2012 filed on April 2, 2013, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for Fiscal 2013 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by management:

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•	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;


•	changing fashion trends and consumer preferences, and the ability to manage our inventory commensurate with customer demand, could adversely impact our sales levels and profitability;


•	fluctuations in the cost, availability and quality of raw materials, labor and transportation, could cause manufacturing delays and increase our costs;


•	our growth strategy relies significantly on international expansion, which requires significant capital investment, 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 operations are subject to numerous risks that could adversely impact sales;


•	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 development of a new brand concept 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 sales, including direct-to-consumer, may 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 or area attractions 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 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;


•	in a number of our European stores, associates are represented by workers’ councils and unions, whose demands could adversely affect our profitability or operating standards for our brands;


•	we depend upon independent third parties for the manufacture and delivery of all our merchandise;


•	our reliance on two distribution centers in the U.S. and two international third-party distribution centers makes us susceptible to disruptions or adverse conditions affecting our distribution centers;


•	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;


•	our facilities, systems and stores, as well as the facilities and systems of our vendors and manufacturers, are vulnerable to natural disasters, pandemic disease and other unexpected events, any of which could result in an interruption to our business and adversely affect our operating results;


•	our litigation exposure could have a material adverse effect on our financial condition and results of operations;


•	our inability or failure to adequately protect our trademarks could have a negative impact on our brand image and limit our ability to penetrate new markets;


•	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;


•	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 Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) and our Term Loan Agreement include financial and other covenants that impose restrictions on our financial and business operations;


•	compliance with changing regulations and standards for accounting, corporate governance and public disclosure could adversely affect our business, results of operations and reported financial results;

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•	our inability to implement our profit improvement plan across all work-streams could have a negative impact on our financial results; and


•	our estimates of the expenses that we may incur in connection with the closures of the Gilly Hicks stores could prove to be inaccurate.

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

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ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment Securities

The Company maintains its cash equivalents in financial instruments, primarily money market funds and United States treasury bills, with original maturities of three months or less.

The irrevocable rabbi trust (the “Rabbi Trust”) is intended to be used as a source of funds to match respective funding obligations to participants in the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I, the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan II and the Chief Executive Officer Supplemental Executive Retirement Plan. The Rabbi Trust assets are consolidated and recorded at fair value, with the exception of the trust-owned life insurance policies which are recorded at cash surrender value. The Rabbi Trust assets are included in Other Assets on the Consolidated Balance Sheets and are restricted as to their use as noted above. The change in cash surrender value of the trust-owned life insurance policies held in the Rabbi Trust resulted in insignificant realized gains for each of the thirteen week periods ended November 2, 2013 and October 27, 2012 and realized gains of $2.5 million for each of the thirty-nine week periods ended November 2, 2013 and October 27, 2012 .

Interest Rate Risks

As of November 2, 2013 , the Company had $138.8 million in borrowings outstanding under its Term Loan Agreement. These borrowings and any future borrowings will bear interest at negotiated rates and would be subject to interest rate risk. Interest on borrowings may be determined under several alternative methods including LIBOR plus a margin based upon the Company’s Leverage Ratio, which represents the ratio of (a) the sum of total debt (excluding specified permitted foreign bank guarantees and trade letters of credit) plus 600% of forward minimum rent commitments to (b) Consolidated EBITDAR (as defined in the Term Loan Agreement) for the trailing four-consecutive-fiscal-quarter period. Covenants are generally consistent with those in the Company’s Amended and Restated Credit Agreement. The average interest rate was 1.69% for the thirteen-week period ended November 2, 2013 . Additionally, as of November 2, 2013 , the Company had $350 million available, less outstanding letters of credit, under its Amended and Restated Credit Agreement. Assuming no changes in the Company’s financial structure as it stood at November 2, 2013 , if market interest rates average an increase of 100 basis points over the next thirty-nine week period compared to the interest rates being incurred for the thirty-nine week period ended November 2, 2013 , there would be an insignificant change in interest expense. This amount was determined by calculating the effect of the average hypothetical interest rate increase on the Company’s variable rate Term Loan Agreement. This hypothetical increase in interest rate for the fifty-two week period ended February 1, 2014 may be different from the actual increase in interest expense due to varying interest rate reset dates under the Company’s Term Loan Agreement.

Foreign Exchange Rate Risk

A&F’s international subsidiaries generally operate with functional currencies other than the U.S. Dollar. The Company’s Consolidated Financial Statements are presented in U.S. Dollars. Therefore, the Company must translate revenues, expenses, assets and liabilities from functional currencies into U.S. Dollars at exchange rates in effect during or at the end of the reporting period. The fluctuation in the value of the U.S. Dollar against other currencies affects the reported amounts of revenues, expenses, assets and liabilities. The potential impact of currency fluctuation increases as international expansion increases.

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

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ITEM 4.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

A&F’s management, including the Chairman and Chief Executive Officer of A&F and the Executive Vice President and Chief Financial Officer of A&F, evaluated the effectiveness of A&F’s design and operation of its disclosure controls and procedures as of the end of the fiscal quarter ended November 2, 2013 . Based upon that evaluation, the Chairman and Chief Executive Officer of A&F and the Executive Vice President and Chief Financial Officer of A&F concluded that A&F’s disclosure controls and procedures were effective at a reasonable level of assurance as of November 2, 2013 , the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes in A&F’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during A&F’s fiscal quarter ended November 2, 2013 that materially affected, or are reasonably likely to materially affect, A&F’s internal control over financial reporting.

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PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

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ITEM 1A.	RISK FACTORS

The Company’s risk factors as of November 2, 2013 have not changed materially from those disclosed in Part I, “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2012 filed on April 2, 2013.

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

There were no sales of equity securities during the third quarter of Fiscal 2013 that were not registered under the Securities Act of 1933.

The following table provides information regarding the purchase of shares of Common Stock of A&F made by or on behalf of A&F or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each fiscal month of the thirteen-week period ended November 2, 2013 :



Period (Fiscal Month)	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share ⁽²⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽³⁾	Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs ⁽⁴⁾
August 4, 2013 through August 31, 2013	3,989	$	48.23	—	16,288,339
September 1, 2013 through October 5, 2013	1,122	$	37.18	—	16,288,339
October 6, 2013 through November 2, 2013	70	$	43.29	—	16,288,339
Total	5,181	$	45.77	—	16,288,339


⁽¹⁾	All of the 5,181 shares of A&F’s Common Stock purchased during the thirteen-week period ended November 2, 2013 represented shares which were withheld for tax payments due upon the vesting of employee restricted stock unit and restricted share awards.


⁽²⁾	The average price paid per share includes broker commissions, as applicable.

⁽³⁾

No shares were repurchased during the thirteen-week period ended November 2, 2013 pursuant to A&F’s publicly announced stock repurchase authorizations. On May 15, 2012, A&F’s Board of Directors authorized the repurchase of an aggregate of 10.0 million shares of A&F’s Common Stock. On August 14, 2012, A&F's Board of Directors authorized the repurchase of an additional 10.0 million shares of A&F’s Common Stock.


⁽⁴⁾	The number shown represents, as of the end of each period, the maximum number of shares of Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorizations described in footnote 3 above. The shares may be purchased, from time-to-time, depending on market conditions.

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ITEM 6.	EXHIBITS



Exhibit No.	Document
4.1	Amendment No. 3 to Amended and Restated Credit Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; Abercrombie & Fitch Europe S.A., Abercrombie & Fitch (UK) Limited, AFH Stores UK Limited, AFH Canada Stores Co. and AFH Japan, G.K., as foreign subsidiary borrowers; PNC Bank, National Association, as Global Agent, the Swing Line Lender, an LC Issuer and a Lender; JPMorgan Chase Bank, N.A., as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; PNC Bank Canadian Branch, as a Canadian Lender; JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian Lender; Bank of America, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender [Incorporated herein by reference to Exhibit 4.1 to A&F's Current Report on Form 8-K dated November 7, 2013 (File No. 1-12107)]
4.2	Amendment No. 2 to Term Loan Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; PNC Bank, National Association, as Agent and a Lender; JPMorgan Chase Bank, N.A., as Syndication Agent and as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; HSBC Bank USA, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender [Incorporated herein by reference to Exhibit 4.2 to A&F's Current Report on Form 8-K dated November 7, 2013 (File No. 1-12107)]
10.1	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.2	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.3	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.4	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.5	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.6	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.7	Performance Share Award Agreement to be used for grants of awards to employees involved in the profit improvement initiative under the Amended and Restated Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.8	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.9	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.10	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.11	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *

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10.12	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.13	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.14	Employment Agreement, dated as of December 9, 2013, between Abercrombie & Fitch Co. and Michael S. Jeffries, incorporated herein by reference to Exhibit 10.1 to Abercrombie & Fitch Co.'s Current Report on Form 8-K dated and filed December 9, 2013 (File No. 001-12107).
15	Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP.*
31.1	Certifications by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certifications by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32	Certifications by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101	The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Thirteen and Thirty-Nine Weeks Ended November 2, 2013 and October 27, 2012; (ii) Consolidated Balance Sheets at November 2, 2013 and February 2, 2013; (iii) Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended November 2, 2013 and October 27, 2012; and (iv) Notes to Consolidated Financial Statements***


*	Filed herewith.


**	Furnished herewith.


***	Electronically submitted herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	ABERCROMBIE & FITCH CO.
Date: December 10, 2013	By	/s/ JONATHAN E. RAMSDEN
		Jonathan E. Ramsden
		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Officer)

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EXHIBIT INDEX



Exhibit No.	Document
4.1	Amendment No. 3 to Amended and Restated Credit Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; Abercrombie & Fitch Europe S.A., Abercrombie & Fitch (UK) Limited, AFH Stores UK Limited, AFH Canada Stores Co. and AFH Japan, G.K., as foreign subsidiary borrowers; PNC Bank, National Association, as Global Agent, the Swing Line Lender, an LC Issuer and a Lender; JPMorgan Chase Bank, N.A., as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; PNC Bank Canadian Branch, as a Canadian Lender; JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian Lender; Bank of America, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender [Incorporated herein by reference to Exhibit 4.1 to A&F's Current Report on Form 8-K dated November 7, 2013 (File No. 1-12107)]
4.2	Amendment No. 2 to Term Loan Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; PNC Bank, National Association, as Agent and a Lender; JPMorgan Chase Bank, N.A., as Syndication Agent and as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; HSBC Bank USA, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender [Incorporated herein by reference to Exhibit 4.2 to A&F's Current Report on Form 8-K dated November 7, 2013 (File No. 1-12107)]
10.1	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.2	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.3	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.4	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.5	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.6	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.7	Performance Share Award Agreement to be used for grants of awards to employees involved in the profit improvement initiative under the Amended and Restated Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.8	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.9	Stock Appreciation Right Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.10	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *
10.11	Restricted Stock Unit Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.12	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award is to form all or part of the consideration for the execution by employee of Non-Competition and Non-Solicitation Agreement] *

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10.13	Performance Share Award Agreement to be used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For employees; grant of award will not be associated with execution of Non-Competition and Non-Solicitation Agreement] *
10.14	Employment Agreement, dated as of December 9, 2013, between Abercrombie & Fitch Co. and Michael S. Jeffries, incorporated herein by reference to Exhibit 10.1 to Abercrombie & Fitch Co.'s Current Report on Form 8-K dated and filed December 9, 2013 (File No. 001-12107).
15	Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP.*
31.1	Certifications by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certifications by Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32	Certifications by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101	The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the Thirteen and Thirty-Nine Weeks Ended November 2, 2013 and October 27, 2012; (ii) Consolidated Balance Sheets at November 2, 2013 and February 2, 2013; (iii) Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended November 2, 2013 and October 27, 2012; and (iv) Notes to Consolidated Financial Statements***


*	Filed herewith.


**	Furnished herewith.


***	Electronically submitted herewith

STOCK APPRECIATION RIGHT AWARD AGREEMENT

(Amended and Restated 2007 Long-Term Incentive Plan)

This STOCK APPRECIATION RIGHT AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of _____________________ 20___ (the date on which the COMMITTEE (as defined below) approves the award, referred to as the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and ________________________________________, an employee of the COMPANY or one of the COMPANY’s subsidiaries or affiliates ( “PARTICIPANT”).

WITNESSETH :

WHEREAS, pursuant to the provisions of the Amended and Restated 2007 Long-Term Incentive Plan of the COMPANY (the “PLAN”), the Compensation Committee (the “COMMITTEE”) of the Board of Directors of the COMPANY (the “BOARD”) administers the PLAN; and

WHEREAS, the COMMITTEE has determined that an award of stock appreciation rights (“SARs”) with respect to ______________________ (__________) shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY should be granted to PARTICIPANT upon the terms and subject to the conditions set forth in this AGREEMENT;

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

1. Grant of AWARD . Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT an award of _____________________(___________) SARs (the “AWARD”). Each SAR represents the right to receive, upon exercise of the SAR, pursuant to this AGREEMENT, from the COMPANY, a payment, paid in SHARES of the COMPANY, having a value equal to the excess of the FAIR MARKET VALUE (as defined in the PLAN), on the date of exercise, of one SHARE of the COMPANY (subject to adjustment as provided in Section 11(c) of the PLAN) over the BASE PRICE (as defined below).

2. Terms and Conditions of the AWARD .

(A) BASE PRICE . The “BASE PRICE” shall be $____________ per SHARE (subject to adjustment as provided in Section 11(c) of the PLAN).

(B) Exercise of the AWARD . Except as provided under Sections 3 and 4 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the COMMITTEE and then recorded and communicated through the System of Record; or (2) the date on which PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of the AWARD covered by this AGREEMENT (the “NON-COMPETE”), provided that PARTICI-PANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows:

(i) at any time after the first anniversary of the VESTING DATE, as to ______% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise;

(ii) at any time after the second anniversary of the VESTING DATE, as to an additional ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise;

(iii) at any time after the third anniversary of the VESTING DATE, as to an additional ______% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; and

(iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise.

Subject to the other provisions of this AGREEMENT, including Section 4, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD.

The grant of the AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

(C) AWARD Term . The AWARD shall in no event be exercisable after the expiration of ten years from the GRANT DATE and shall expire on such date.

(D) Method of Exercise . The AWARD may be exercised by giving written or electronic notice of exercise to the COMMITTEE, in care of the Human Resources Department of the COMPANY, or such third-party administrator as the Human Resources Department may from time to time designate, stating the number of SARs subject to the AWARD in respect of which the AWARD is being exercised. After proper notice has been made, and subject to Section 2(E) of this AGREEMENT, the COMPANY shall take all such actions as are necessary to deliver an appropriate certificate or other evidence of ownership representing the SHARES due upon the exercise of the AWARD as promptly thereafter as is reasonably practicable.

(E) Tax Withholding . The COMPANY shall have the right to require PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state, local and foreign tax withholding requirements in respect of the exercise of the AWARD. Unless PARTICIPANT is notified otherwise, the COMPANY will withhold SHARES of the COMPANY otherwise issuable upon exercise of the AWARD having a FAIR MARKET VALUE on the exercise date equal to the amount required to be withheld (but only to the extent of the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws). Pursuant to the PLAN, the COMPANY reserves the right to notify PARTICIPANT prior to exercise of the AWARD, that in lieu of the foregoing, the COMPANY may require that the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws) be settled in cash either (i) through the sale, on PARTICIPANT’s behalf on the open market, of a number of SHARES of the COMPANY required to cover such amount or (ii) at PARTICIPANT’s option, through a direct cash payment by PARTICIPANT to the COMPANY to cover such amount.

(F) Non-Transferability of AWARD . The AWARD may not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of PARTICIPANT to any party (other than the COMPANY or a subsidiary or affiliate of the COMPANY) or assigned or transferred (whether by operation of law or otherwise) by PARTICIPANT, otherwise than by will or by the applicable laws of descent and distribution, and the AWARD shall not be subject to execution, attachment or similar process.

(G) Rights of PARTICIPANT as a Stockholder . PARTICIPANT shall have no rights as a stockholder of the COMPANY with respect to any SHARES of the COMPANY covered by the AWARD until the date of issuance to PARTICIPANT of a certificate or other evidence of ownership representing such SHARES.

4. Exercise After Termination of Employment .

(A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination.

(B) If PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire.

(C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire.

(D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

5. Forfeiture of AWARD .

(A) In addition to the forfeiture provisions described in Section 3 of the NON-COMPETE, the AWARD shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

(i) The unexercised portion of the AWARD held by PARTICIPANT, whether or not vested, will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and

(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon each exercise of the AWARD that occurred on or after (I) the date that is months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY or (II) the date that is months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of a given AWARD exercise, the product of (x) the FAIR MARKET VALUE per SHARE of the COMPANY at the date of such exercise (without regard to any subsequent change in the market price of SHARES) minus the BASE PRICE times (y) the number of SARs as to which the AWARD was exercised at that date.

(B) The forfeitures specified in Section 5(A) of this AGREEMENT will be triggered upon the occurrence of any one of the following FORFEITURE EVENTS at any time during PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY, or during the -month period following termination of such employment:

(i) PARTICIPANT, acting alone or with others, directly or indirectly, (I) engages, either as an employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or stockholder unless PARTICIPANT’s interest is insubstantial, in any business in an area or region in which the COMPANY or any subsidiary or affiliate of the COMPANY conducts business at the date the event occurs, which is directly in competition with a business then conducted by the COMPANY or a subsidiary or affiliate of the COMPANY; (II) induces any customer or supplier of the COMPANY or a subsidiary or affiliate of the COMPANY, with which the COMPANY or a subsidiary or affiliate of the COMPANY has a business relationship, to curtail, cancel, not renew, or not continue his or her or its business with the COMPANY or any subsidiary or affiliate of the COMPANY; or (III) induces, or attempts to influence, any employee of or service provider to the COMPANY or a subsidiary or affiliate of the COMPANY to terminate such employment or service. The COMMITTEE shall, in its discretion, determine which lines of business the COMPANY and the subsidiaries and affiliates of the COMPANY conduct on any particular date and which third parties may reasonably be deemed to be in competition with the COMPANY or any subsidiary or affiliate of the COMPANY. For purposes of this Section 5(B)(i), PARTICIPANT’s interest as a stockholder is insubstantial if it represents beneficial ownership of less than five percent of the outstanding class of stock, and PARTICIPANT’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as determined by the COMMITTEE in its discretion, of less than five percent of the outstanding equity of the entity;

(ii) PARTICIPANT discloses, uses, sells, or otherwise transfers, except in the course of employment with or other service to the COMPANY or any subsidiary or affiliate of the COMPANY, any confidential or proprietary information of the COMPANY or any subsidiary or affiliate of the COMPANY, including but not limited to information regarding the COMPANY’s or any subsidiary’s or affiliate’s current and potential customers, organization, employees, finances, and methods of operations and investments, so long as such information has not otherwise been disclosed to the public or is not otherwise in the public domain (other than by PARTICIPANT’s breach of this provision), except as required by law or pursuant to legal process, or PARTICIPANT makes statements or representations, or otherwise communicates, directly or indirectly, in writing, orally, or otherwise, or takes any other action which may, directly or indirectly,

disparage or be damaging to the COMPANY or any of the subsidiaries or affiliates of the COMPANY or their respective officers, directors, employees, advisors, businesses or reputations, except as required by law or pursuant to legal process;

(iii) PARTICIPANT fails to cooperate with the COMPANY or any subsidiary or affiliate of the COMPANY in any way, including, without limitation, by making PARTICIPANT available to testify on behalf of the COMPANY or such subsidiary or affiliate of the COMPANY in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or otherwise fails to assist the COMPANY or any subsidiary or affiliate of the COMPANY in any way, including, without limitation, in connection with any such action, suit, or proceeding by providing information and meeting and consulting with members of management of, other representatives of, or counsel to, the COMPANY or such subsidiary or affiliate of the COMPANY, as reasonably requested; or

(iv) PARTICIPANT, during the period PARTICIPANT is employed by the COMPANY or any subsidiary or affiliate of the COMPANY and for months thereafter (the “NON-SOLICITATION PERIOD”), alone or in conjunction with another person, (I) interferes with or harms, or attempts to interfere with or harm, the relationship of the COMPANY or any subsidiary or affiliate of the COMPANY with any person who at any time was a customer or supplier of the COMPANY or any subsidiary or affiliate of the COMPANY or otherwise had a business relationship with the COMPANY or any subsidiary or affiliate of the COMPANY; or (II) hires, solicits for hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the COMPANY or any subsidiary or affiliate of the COMPANY.

(C) Despite the conditions set forth in this Section 5 but subject to the provisions of the NON-COMPETE, PARTICIPANT is not hereby prohibited from engaging in any activity set forth in Section 5(B) of this AGREEMENT, including but not limited to competition with the COMPANY and the subsidiaries and affiliates of the COMPANY. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in Section 5(B) of this AGREEMENT is a condition to PARTICIPANT’s right to realize and retain value from the AWARD, and the consequences under the PLAN and this AGREEMENT if PARTICIPANT engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified therein and as otherwise provided in this AGREEMENT. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and 5(B) of this AGREEMENT, including the NON-COMPETE.

(D) The COMMITTEE may, in its discretion, waive in whole or in part the COMPANY’s right to forfeiture under this Section 5, but no such waiver shall be effective unless evidenced by a writing signed by a duly authorized officer of the COMPANY.

(E) In addition to the above, PARTICIPANT agrees that any of the conduct described in Sections 5(B)(i), (ii) and (iv) of this AGREEMENT would result in irreparable injury and damage to the COMPANY for which the COMPANY would have no adequate remedy at law. PARTICIPANT agrees that in the event of such occurrence or any threat thereof, the COMPANY shall be entitled to an immediate injunction and restraining order to prevent such conduct and threatened conduct and/or continued conduct by PARTICIPANT and/or any and all persons and/or entities acting for and/or with PARTICIPANT, and without having to prove damages and to all costs and expenses incurred by the COMPANY in seeking to enforce the COMPANY’s rights under this AGREEMENT. These remedies are in addition to any other remedies to which the COMPANY may be entitled at law or in equity. PARTICIPANT agrees that the covenants of PARTICIPANT contained in Section 5(B) of this AGREEMENT are reasonable.

6. Restrictions on Transfers of SHARES . Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT when exercising the AWARD to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon exercise of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

7. PLAN as Controlling; PARTICIPANT Acknowledgments . All terms and conditions of the PLAN applicable to the AWARD which are not set forth in this AGREEMENT shall be deemed incorporated herein by reference. In the event that any term or condition of this AGREEMENT is inconsistent with the terms and conditions of the PLAN, the PLAN shall be deemed controlling. PARTICIPANT acknowledges receipt of a copy of the PLAN and of the Prospectus related to the PLAN. PARTICIPANT also acknowledges that all decisions, determinations and interpretations of the COMMITTEE in respect of the PLAN, this AGREEMENT and the AWARD shall be final, conclusive and binding on PARTICIPANT, all other persons interested in the PLAN and stockholders of the COMPANY.

8. Governing Law . To the extent not preempted by applicable federal or foreign law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware, except with respect to provisions relating to the covenants set forth in Section 5 of this AGREEMENT, which shall be governed by the laws of the State of Ohio.

9. Rights and Remedies Cumulative . All rights and remedies of the COMPANY and of PARTICIPANT enumerated in this AGREEMENT shall be cumulative and, except as expressly provided otherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or in equity, and each of said rights or remedies may be exercised and enforced concurrently.

10. Captions . The captions contained in this AGREEMENT are included only for convenience of reference and do not define, limit, explain or modify this AGREEMENT or its interpretation, construction or meaning and are in no way to be construed as a part of this AGREEMENT.

11. Severability . If any provision of this AGREEMENT or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this AGREEMENT or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of each party to this AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

connection with the subject matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of PARTICIPANT, is authorized to make any representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the PLAN, no change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

14. Successors and Assigns of the COMPANY . The obligations of the COMPANY under this AGREEMENT shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the COMPANY, or upon any successor corporation or organization succeeding to substantially all of the assets and businesses of the COMPANY.

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IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

STOCK APPRECIATION RIGHT AWARD AGREEMENT

(Amended and Restated 2007 Long-Term Incentive Plan)

This STOCK APPRECIATION RIGHT AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of ________________, 20___ (the date on which the COMMITTEE (as defined below) approves the award, referred to as the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and _______________________________, an employee of the COMPANY or one of the COMPANY’s subsidiaries or affiliates (“PARTICIPANT”).

WITNESSETH :

WHEREAS, the COMMITTEE has determined that an award of stock appreciation rights (“SARs”) with respect to _________________ (_________) shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY should be granted to PARTICIPANT upon the terms and subject to the conditions set forth in this AGREEMENT;

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

1. Grant of AWARD . Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT an award of ______________________(__________) SARs (the “AWARD”). Each SAR represents the right to receive, upon exercise of the SAR, pursuant to this AGREEMENT, from the COMPANY, a payment, paid in SHARES of the COMPANY, having a value equal to the excess of the FAIR MARKET VALUE (as defined in the PLAN), on the date of exercise, of one SHARE of the COMPANY (subject to adjustment as provided in Section 11(c) of the PLAN) over the BASE PRICE (as defined below).

2. Terms and Conditions of the AWARD .

(A) BASE PRICE . The “BASE PRICE” shall be $__________ per SHARE (subject to adjustment as provided in Section 11(c) of the PLAN).

(B) Exercise of the AWARD . Except as provided under Sections 3 and 4 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the date which is approved by the COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows:

(i) at any time after the first anniversary of the VESTING DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise;

(ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section

11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise;

(iii) at any time after the third anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; and

(iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise.

(C) AWARD Term . The AWARD shall in no event be exercisable after the expiration of ten years from the GRANT DATE and shall expire on such date.

4. Exercise After Termination of Employment .

5. Forfeiture of AWARD .

(A) The AWARD shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

(i) The unexercised portion of the AWARD held by PARTICIPANT, whether or not vested, will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and

(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon each exercise of the AWARD that occurred on or after (I) the date that is months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (II) the date that is months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of a given AWARD exercise, the product of (x) the FAIR MARKET VALUE per SHARE of the COMPANY at the date of such exercise (without regard to any subsequent change in the market price of SHARES) minus the BASE PRICE times (y) the number of SARs as to which the AWARD was exercised at that date.

(C) Despite the conditions set forth in this Section 5, PARTICIPANT is not hereby prohibited from engaging in any activity set forth in Section 5(B) of this AGREEMENT, including but not limited to competition with the COMPANY and the subsidiaries and affiliates of the COMPANY. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in Section 5(B) of this AGREEMENT is a condition to PARTICIPANT’s right to realize and retain value from the AWARD, and the consequences under the PLAN and this AGREEMENT if PARTICIPANT engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified therein and as otherwise provided in this AGREEMENT. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and 5(B) of this AGREEMENT.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

officer, employee or other servant or agent of the COMPANY, and no servant or agent of PARTICIPANT, is authorized to make any representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the PLAN, no change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

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IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Amended and Restated 2007 Long-Term Incentive Plan)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of _______________, 20__ (the date on which the COMMITTEE (as defined below) approves the award, referred to as the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and ________________________, an employee of the COMPANY or one of the COMPANY’s subsidiaries or affiliates (“PARTICIPANT”).

WITNESSETH :

WHEREAS, the COMMITTEE has determined that PARTICIPANT should be granted rights to receive ( ) shares of Class A Common Stock, $0.01 par value, of the COMPANY (such rights, the “RESTRICTED STOCK UNITS”), subject to the restrictions, conditions and other terms set forth in this AGREEMENT;

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

1. Grant of RESTRICTED STOCK UNITS . Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT ___________________ (________) RESTRICTED STOCK UNITS of the COMPANY (subject to adjustment as provided in Section 11(c) of the PLAN and Section 5(F) of this AGREEMENT, if applicable). Each RESTRICTED STOCK UNIT shall represent the right to receive one issued and outstanding share of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY, but shall be subject to the restrictions, conditions and other terms set forth in this AGREEMENT.

2. Terms and Conditions of the RESTRICTED STOCK UNITS .

(A) RESTRICTED PERIOD . Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule:

(i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the COMMITTEE and then recorded and communicated through the System of Record; or (2) the date on which PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of the RESTRICTED STOCK UNITS covered by this AGREEMENT (the “NON-COMPETE”), provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;

(ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED

STOCK UNITS shall become vested, on the second anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;

(iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; and

(iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date.

(B) Non-Transferability of RESTRICTED STOCK UNITS . RESTRICTED STOCK UNITS may not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of PARTICIPANT to any party (other than the COMPANY or a subsidiary or affiliate of the COMPANY) or assigned or transferred (whether by operation of law or otherwise) by PARTICIPANT, otherwise than by will or by the applicable laws of descent and distribution, and the RESTRICTED STOCK UNITS shall not be subject to execution, attachment or similar process.

(C) Lapse of RESTRICTED PERIOD . Upon the lapse of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS, as promptly as is reasonably practicable, and in no case later than March 15th of the year after the year the RESTRICTED PERIOD lapses, SHARES of the COMPANY shall be issued to PARTICIPANT and the COMPANY shall deliver a stock certificate or other appropriate documentation evidencing the number of SHARES of the COMPANY issued in settlement of such vested RESTRICTED STOCK UNITS to PARTICIPANT.

(D) Tax Withholding . The COMPANY shall have the right to require PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state, local and foreign tax withholding requirements in respect of the settlement of the RESTRICTED STOCK UNITS. Unless PARTICIPANT is notified otherwise, the COMPANY will withhold SHARES of the COMPANY otherwise deliverable upon settlement of the RESTRICTED STOCK UNITS having a FAIR MARKET VALUE (as defined in the PLAN) on the date of settlement equal to the amount required to be withheld (but only to the extent of the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws). Pursuant to the PLAN, the COMPANY reserves the right to notify PARTICIPANT prior to settlement of the RESTRICTED STOCK UNITS, that in lieu of the foregoing, the COMPANY may require that the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws) be settled in cash either: (i) through the sale, on PARTICIPANT’s behalf on the open market, of a number of SHARES of the COMPANY required to cover such amount or (ii) at PARTICIPANT’s option, through a direct cash payment by PARTICIPANT to the COMPANY to cover such amount.

(E) Rights as Holder of RESTRICTED STOCK UNITS . With respect to these RESTRICTED STOCK UNITS, PARTICIPANT shall have no rights as a stockholder of the COMPANY (including no right to vote or receive dividends) with respect to any SHARES of the COMPANY until the date of issuance to PARTICIPANT of a certificate or other evidence of ownership representing such SHARES in settlement thereof. In addition, dividend equivalents will not be paid or payable with respect to the RESTRICTED STOCK UNITS subject to this AGREEMENT until such date of issuance.

4. Effect of Termination of Employment .

(A) The grant of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

(B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS, such RESTRICTED STOCK UNITS shall be forfeited to the COMPANY.

(C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vested.

(D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vested.

(E) Upon the retirement of PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS.

(F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

5. Forfeiture of RESTRICTED STOCK UNITS .

(A) In addition to the forfeiture provisions described in Section 3 of the NON-COMPETE, the RESTRICTED STOCK UNITS shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the RESTRICTED STOCK UNITS, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

(i) any RESTRICTED STOCK UNITS held by PARTICIPANT and not then settled will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and

or a subsidiary or affiliate of the COMPANY, or (y) the date that is months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of any settlement of RESTRICTED STOCK UNITS granted to PARTICIPANT, the FAIR MARKET VALUE of the cash and/or SHARES of the COMPANY paid or payable to PARTICIPANT (regardless of any elective deferrals).

with members of management of, other representatives of, or counsel to, the COMPANY or such subsidiary or affiliate of the COMPANY, as reasonably requested; or

(iv) PARTICIPANT, during the period PARTICIPANT is employed by the COMPANY or any subsidiary or affiliate of the COMPANY and for months thereafter (the “NON-SOLICITATION PERIOD”), alone or in conjunction with another person, (I) interferes with or harms, or attempts to interfere with or harm, the relationship of the Company or any subsidiary or affiliate of the COMPANY with any person who at any time was a customer or supplier of the Company or any subsidiary or affiliate of the COMPANY or otherwise had a business relationship with the Company or any subsidiary or affiliate of the COMPANY; or (II) hires, solicits for hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the Company or any subsidiary or affiliate of the COMPANY.

(C) Despite the conditions set forth in this Section 5 but subject to the provisions of the NON-COMPETE, PARTICIPANT is not hereby prohibited from engaging in any activity set forth in Section 5(B) of this AGREEMENT, including but not limited to competition with the COMPANY and the subsidiaries and affiliates of the COMPANY. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in Section 5(B) of this AGREEMENT is a condition to PARTICIPANT’s right to realize and retain value from the RESTRICTED STOCK UNITS, and the consequences under the PLAN and this AGREEMENT if PARTICIPANT engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified therein and as otherwise provided in this AGREEMENT. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and 5(B) of this AGREEMENT, including the NON-COMPETE.

(E) In addition to the above, PARTICIPANT agrees that any of the conduct described in Sections 5(B)(i), (ii) and (iv) of this AGREEMENT would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. PARTICIPANT agrees that in the event of such occurrence or any threat thereof, the Company shall be entitled to an immediate injunction and restraining order to prevent such conduct and threatened conduct and/or continued conduct by PARTICIPANT and/or any and all persons and/or entities acting for and/or with PARTICIPANT, and without having to prove damages and to all costs and expenses incurred by the Company in seeking to enforce the COMPANY’s rights under this Agreement. These remedies are in addition to any other remedies to which the Company may be entitled at law or in equity. PARTICIPANT agrees that the covenants of PARTICIPANT contained in Section 5(B) of this AGREEMENT are reasonable.

(F) This Section 5(F) shall apply only if PARTICIPANT was granted the RESTRICTED STOCK UNITS under this AGREEMENT pursuant to the achievement of a performance goal under Section 7 of the PLAN. If the COMMITTEE determines that the earlier determination as to the achievement of the performance goal was based on incorrect data and that in fact the performance goal had not been achieved or had been achieved to a lesser extent than originally determined and a number of the RESTRICTED STOCK UNITS would not have been granted, given the correct data, then (i) the aggregate number of RESTRICTED STOCK UNITS set forth in Section 1 of this AGREEMENT shall be reduced by such number of RESTRICTED STOCK UNITS that would not have been granted (such RESTRICTED STOCK UNITS, the “EXCESS RSUs”), (ii) any EXCESS RSUs that have not yet vested in accordance with the terms of this AGREEMENT shall be forfeited and (iii) any SHARES of the COMPANY received upon settlement of

vested EXCESS RSUs (or if such SHARES were disposed of, the cash equivalent) shall be returned to the COMPANY as provided by the COMMITTEE.

6. Restrictions on Transfers of SHARES . Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the RESTRICTED STOCK UNITS until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the RESTRICTED STOCK UNITS shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

7. PLAN as Controlling; PARTICIPANT Acknowledgments . All terms and conditions of the PLAN applicable to the RESTRICTED STOCK UNITS which are not set forth in this AGREEMENT shall be deemed incorporated herein by reference. In the event that any term or condition of this AGREEMENT is inconsistent with the terms and conditions of the PLAN, the PLAN shall be deemed controlling. PARTICIPANT acknowledges receipt of a copy of the PLAN and of the Prospectus related to the PLAN. PARTICIPANT also acknowledges that all decisions, determinations and interpretations of the COMMITTEE in respect of the PLAN, this AGREEMENT and the RESTRICTED STOCK UNITS shall be final, conclusive and binding on PARTICIPANT, all other persons interested in the PLAN and stockholders of the COMPANY.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

13. Entire Agreement . This AGREEMENT, including the PLAN incorporated herein by reference, together with the NON-COMPETE, constitute the entire agreement between the COMPANY and PARTICIPANT in respect of the subject matter of this AGREEMENT, and this AGREEMENT, together with the NON-COMPETE, supersede all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of PARTICIPANT, is authorized to make any representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the PLAN, no change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Amended and Restated 2007 Long-Term Incentive Plan)

WITNESSETH :

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

2. Terms and Conditions of the RESTRICTED STOCK UNITS .

(i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;

(ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;

4. Effect of Termination of Employment .

(E) Upon the retirement of PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS.

5. Forfeiture of RESTRICTED STOCK UNITS .

(A) The RESTRICTED STOCK UNITS shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the RESTRICTED STOCK UNITS, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

(i) any RESTRICTED STOCK UNITS held by PARTICIPANT and not then settled will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and

(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon each settlement of RESTRICTED STOCK UNITS that occurred on or after (x) the date that is months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (y) the date that is months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of any settlement of RESTRICTED STOCK UNITS granted to

PARTICIPANT, the FAIR MARKET VALUE of the cash and/or SHARES of the COMPANY paid or payable to PARTICIPANT (regardless of any elective deferrals).

(i) PARTICIPANT, acting alone or with others, directly or indirectly, (I) engages, either as employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or stockholder unless PARTICIPANT’s interest is insubstantial, in any business in an area or region in which the COMPANY or any subsidiary or affiliate of the COMPANY conducts business at the date the event occurs, which is directly in competition with a business then conducted by the COMPANY or a subsidiary or affiliate of the COMPANY; (II) induces any customer or supplier of the COMPANY or a subsidiary or affiliate of the COMPANY, with which the COMPANY or a subsidiary or affiliate of the COMPANY has a business relationship, to curtail, cancel, not renew, or not continue his or her or its business with the COMPANY or any subsidiary or affiliate of the COMPANY; or (III) induces, or attempts to influence, any employee of or service provider to the COMPANY or a subsidiary or affiliate of the COMPANY to terminate such employment or service. The COMMITTEE shall, in its discretion, determine which lines of business the COMPANY and the subsidiaries and affiliates of the COMPANY conduct on any particular date and which third parties may reasonably be deemed to be in competition with the COMPANY or any subsidiary or affiliate of the COMPANY. For purposes of this Section 5(B)(i), PARTICIPANT’s interest as a stockholder is insubstantial if it represents beneficial ownership of less than five percent of the outstanding class of stock, and PARTICIPANT’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as determined by the COMMITTEE in its discretion, of less than five percent of the outstanding equity of the entity;

attempts to interfere with or harm, the relationship of the Company or any subsidiary or affiliate of the COMPANY with any person who at any time was a customer or supplier of the Company or any subsidiary or affiliate of the COMPANY or otherwise had a business relationship with the Company or any subsidiary or affiliate of the COMPANY; or (II) hires, solicits for hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the Company or any subsidiary or affiliate of the COMPANY.

(C) Despite the conditions set forth in this Section 5, PARTICIPANT is not hereby prohibited from engaging in any activity set forth in Section 5(B) of this AGREEMENT, including but not limited to competition with the COMPANY and the subsidiaries and affiliates of the COMPANY. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in Section 5(B) of this AGREEMENT is a condition to PARTICIPANT’s right to realize and retain value from the RESTRICTED STOCK UNITS, and the consequences under the PLAN and this AGREEMENT if PARTICIPANT engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified therein and as otherwise provided in this AGREEMENT. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and 5(B) of this AGREEMENT.

(E) In addition to the above, PARTICIPANT agrees that any of the conduct described in Sections 5(B)(i), (ii) and (iv) of this AGREEMENT would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. PARTICIPANT agrees that in the event of such occurrence or any threat thereof, the Company shall be entitled to an immediate injunction and restraining order to prevent such conduct and threatened conduct and/or continued conduct by PARTICIPANT and/or any and all persons and/or entities acting for and/or with PARTICIPANT, and without having to prove damages and to all costs and expenses incurred by the Company in seeking to enforce the COMPANY’s rights under this Agreement. These remedies are in addition to any other remedies to which the Company may be entitled at law or in equity. PARTICIPANT agrees that the covenants of PARTICIPANT contained in Section 5(B) of this AGREEMENT are reasonable.

law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the RESTRICTED STOCK UNITS shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

13. Entire Agreement . This AGREEMENT, including the PLAN incorporated herein by reference, constitutes the entire agreement between the COMPANY and PARTICIPANT in respect of the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of PARTICIPANT, is authorized to make any representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the PLAN, no change, termination or attempted waiver of any of the

provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

PERFORMANCE SHARE AWARD AGREEMENT

(Amended and Restated 2007 Long-Term Incentive Plan)

This PERFORMANCE SHARE AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of _________, 20__ (the date on which the COMMITTEE (as defined below) approves the award, referred to as the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and ______________, an employee of the COMPANY or one of the COMPANY’s subsidiaries or affiliates (“PARTICIPANT”).

WITNESSETH :

WHEREAS, the COMMITTEE has determined that PARTICIPANT should be granted rights to earn a target number of shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY equal to ( ) (such rights, the “AWARD”), subject to the restrictions, conditions and other terms set forth in this AGREEMENT;

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

1. Grant of AWARD . Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT an AWARD with a target number of SHARES of the COMPANY (the “TARGET AWARD”) equal to ( ) SHARES (subject to adjustment as provided in Section 11(c) of the PLAN and Section 5(F) of this AGREEMENT, if applicable). The AWARD represents the right to earn up to 200% of the target number of SHARES of the COMPANY subject to the AWARD, subject to the restrictions, conditions and other terms set forth in this AGREEMENT.

2. Terms and Conditions of the AWARD .

(A) EARNED UNITS . The issuance of SHARES of the COMPANY pursuant to this AGREEMENT shall be subject to the COMPANY’s achievement with respect to the [ ADJUSTED EPS ][ CUMULATIVE ADJUSTED EPS ] goals set forth in the table below. If the [ADJUSTED EPS][CUMULATIVE ADJUSTED EPS] for the ______-fiscal-year period ending _________, 20__ does not equal or exceed the THRESHOLD performance level set forth in the table below, the AWARD and PARTICIPANT’s right to receive any SHARES of the COMPANY pursuant to this AGREEMENT shall expire and be forfeited without payment of any additional consideration, effective as of the last day of the fiscal year ending _________, 20__. Subject to the foregoing, the number of “EARNED UNITS” for purposes of this AGREEMENT shall be determined in accordance with the following schedule:



Performance Level	[ FY 20__ ADJUSTED EPS ][ FY 20__ through FY 20__ CUMULATIVE ADJUSTED EPS ] Required to Achieve Performance Level	% of TARGET AWARD Earned
THRESHOLD	$	50%
TARGET	$	100%
MAXIMUM	$	200%

In the event that actual [ ADJUSTED EPS ][ CUMULATIVE ADJUSTED EPS ] is between the THRESHOLD and the TARGET performance levels, or between the TARGET and the MAXIMUM performance levels, linear interpolation will be used to determine the number of EARNED UNITS. Any portion of the TARGET AWARD not earned based upon the actual [ ADJUSTED EPS ][ CUMULATIVE ADJUSTED EPS ] achieved shall expire and be forfeited without payment of any additional consideration, effective as of the last day of the fiscal year ending __________, 20__. The achievement of the performance goals set forth in this Section 2(A) (and the extent or lack thereof) shall be evidenced by the COMMITTEE’s written certification.

[ For purposes of this Section 2(A), the term “ADJUSTED EPS” means the COMPANY’s Net Income per Share from Continuing Operations before Extraordinary Items (Diluted), as reported in the COMPANY’s Annual Report on Form 10-K for the applicable fiscal year, adjusted to exclude the impact of charges for impairments and write-downs of store-related long-lived assets, trademarks and goodwill, net charges related to store closures and lease exits or other restructuring programs, any legal settlement in excess of $3 million, the impact of acquisitions or divestitures, one-time federal tax changes accounted for on a discrete basis in excess of $3 million and changes in accounting principles, as certified by the COMMITTEE .]

[ For purposes of this Section 2(A), the term “CUMULATIVE ADJUSTED EPS” means, on a cumulative basis, the COMPANY’s Net Income per Share from Continuing Operations before Extraordinary Items (Diluted), as reported in the COMPANY’s Annual Report on Form 10-K for each of the fiscal years in the _____-fiscal-year period ending ____________, 20__, with the COMPANY’s Net Income per Share from Continuing Operations before Extraordinary Items (Diluted) for each fiscal year included in such period adjusted to exclude the impact of charges for impairments and write-downs of store-related long-lived assets, trademarks and goodwill, net charges related to store closures and lease exits or other restructuring programs, any legal settlement in excess of $3 million, the impact of acquisitions or divestitures, one-time federal tax changes accounted for on a discrete basis in excess of $3 million and changes in accounting principles, as certified by the COMMITTEE. ]

(B) RESTRICTED PERIOD . Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the EARNED UNITS shall become vested and no longer be subject to forfeiture to the COMPANY, shall lapse according to the following schedule of anniversaries of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the COMMITTEE and then recorded and communicated through the System of Record; or (2) the date on which PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of the AWARD covered by this AGREEMENT (the “NON-COMPETE”):

(i) the RESTRICTED PERIOD shall lapse as to one-third of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED UNITS shall become vested on the first anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;

(ii) the RESTRICTED PERIOD shall lapse as to an additional one-third of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED UNITS shall become vested, on the second anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; and

(iii) the RESTRICTED PERIOD shall lapse as to an additional one-third of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED

UNITS shall become vested, on the third anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date.

(C) Non-Transferability of AWARD . The AWARD and any EARNED UNITS may not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of PARTICIPANT to any party (other than the COMPANY or a subsidiary or affiliate of the COMPANY) or assigned or transferred (whether by operation of law or otherwise) by PARTICIPANT, otherwise than by will or by the applicable laws of descent and distribution, and the AWARD and any EARNED UNITS shall not be subject to execution, attachment or similar process.

(D) Lapse of RESTRICTED PERIOD . Upon the lapse of the RESTRICTED PERIOD applicable to any EARNED UNITS, as promptly as is reasonably practicable, and in no case later than March 15th of the year after the year the RESTRICTED PERIOD lapses, SHARES of the COMPANY shall be issued to PARTICIPANT and the COMPANY shall deliver a stock certificate or other appropriate documentation evidencing the number of SHARES of the COMPANY issued in settlement of such vested EARNED UNITS to PARTICIPANT (with each EARNED UNIT representing the right to receive one SHARE of the COMPANY).

(E) Tax Withholding . The COMPANY shall have the right to require PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state, local and foreign tax withholding requirements in respect of the settlement of the AWARD. Unless PARTICIPANT is notified otherwise, the COMPANY will withhold SHARES of the COMPANY otherwise deliverable upon settlement of the AWARD having a FAIR MARKET VALUE (as defined in the PLAN) on the date of settlement equal to the amount required to be withheld (but only to the extent of the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws). Pursuant to the PLAN, the COMPANY reserves the right to notify PARTICIPANT prior to settlement of the AWARD, that in lieu of the foregoing, the COMPANY may require that the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws be settled in cash, either: (i) through the sale, on PARTICIPANT’s behalf on the open market, of a number of SHARES of the COMPANY required to cover such amount or (ii) at PARTICIPANT’s option, through a direct cash payment by PARTICIPANT to the COMPANY to cover such amount.

(F) Rights as Holder of AWARD . With respect to the AWARD, PARTICIPANT shall have no rights as a stockholder of the COMPANY (including no right to vote or receive dividends) with respect to any SHARES of the COMPANY covered by the AWARD until the date of issuance to PARTICIPANT of a certificate or other evidence of ownership representing such SHARES in settlement thereof. In addition, dividend equivalents will not be paid or payable with respect to the SHARES of the COMPANY and/or the EARNED UNITS subject to this AGREEMENT until such date of issuance.

3. Change of Control . Unless the BOARD or the COMMITTEE provides otherwise prior to a “Change of Control” (as such term is defined in the PLAN), upon a Change of Control, Section 9 of the PLAN shall govern the treatment of the AWARD. For the avoidance of doubt, the performance period under this AGREEMENT for purposes of Section 9(b) of the PLAN shall be the ______-fiscal-year period ending _________, 20__. Notwithstanding anything in Section 9(b) of the PLAN to the contrary, for all purposes under this AGREEMENT, in the event of a Change of Control, the [ ADJUSTED EPS ][ CUMULATIVE ADJUSTED EPS ] goal shall be deemed to have been achieved, as of the date of the Change of Control, at the TARGET level of performance.

4. Effect of Termination of Employment .

(A) The grant of the AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

(B) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death, “retirement” or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any EARNED UNITS, such AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY.

(C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the EARNED UNITS (or, if prior to _________, 20__, the TARGET AWARD) shall become fully vested.

(D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the EARNED UNITS (or, if prior to _________, 20__, the TARGET AWARD) shall become fully vested.

(E) If PARTICIPANT retires from employment with the COMPANY and the subsidiaries and affiliates of the COMPANY at or after attaining the age of 65 (such termination of employment, a “retirement”) prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, the number of EARNED UNITS that would have vested during the 12 months following such retirement had PARTICIPANT remained employed by the COMPANY or a subsidiary or affiliate of the COMPANY (and, if such termination occurs prior to _________, 20__, based upon the actual achievement of the [ ADJUSTED EPS ] [ CUMULATIVE ADJUSTED EPS ] goal over the full _____-fiscal-year period) shall become immediately vested (or, if such termination occurs prior to _________, 20__, shall become immediately vested upon the COMMITTEE’s written certification of the achievement of the [ADJUSTED EPS][CUMULATIVE ADJUSTED EPS] goal (and the extent thereof)) and any remaining EARNED UNITS and/or portion of the AWARD shall be forfeited to the COMPANY.

5. Forfeiture of AWARD .

(A) In addition to the forfeiture provisions described in Section 3 of the NON-COMPETE, the AWARD and any EARNED UNITS shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

(i) the AWARD and any EARNED UNITS held by PARTICIPANT and not then settled will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and

(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as

defined below) realized by PARTICIPANT upon each settlement of the AWARD that occurred on or after (x) the date that is months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (y) the date that is months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of any settlement of the AWARD granted to PARTICIPANT, the FAIR MARKET VALUE of the cash and/or SHARES of the COMPANY paid or payable to PARTICIPANT (regardless of any elective deferrals).

COMPANY or any subsidiary or affiliate of the COMPANY in any way, including, without limitation, in connection with any such action, suit, or proceeding by providing information and meeting and consulting with members of management of, other representatives of, or counsel to, the COMPANY or such subsidiary or affiliate of the COMPANY, as reasonably requested; or

(iv) PARTICIPANT, during the period PARTICIPANT is employed by the COMPANY or any subsidiary or affiliate of the COMPANY and for _______ months thereafter (the “NON-SOLICITATION PERIOD”), alone or in conjunction with another person, (I) interferes with or harms, or attempts to interfere with or harm, the relationship of the COMPANY or any subsidiary or affiliate of the COMPANY with any person who at any time was a customer or supplier of the COMPANY or any subsidiary or affiliate of the COMPANY or otherwise had a business relationship with the COMPANY or any subsidiary or affiliate of the COMPANY; or (II) hires, solicits for hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the COMPANY or any subsidiary or affiliate of the COMPANY.

(C) Despite the conditions set forth in this Section 5, but subject to the provisions of the NON-COMPETE, PARTICIPANT is not hereby prohibited from engaging in any activity set forth in Section 5(B) of this AGREEMENT, including but not limited to competition with the COMPANY and the subsidiaries and affiliates of the COMPANY. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in Section 5(B) of this AGREEMENT is a condition to PARTICIPANT’s right to realize and retain value from the AWARD, and the consequences under the PLAN and this AGREEMENT if PARTICIPANT engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified therein and as otherwise provided in this AGREEMENT. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and 5(B) of this AGREEMENT, including the NON-COMPETE.

(F) If the COMMITTEE determines that the earlier determination as to the achievement of any performance goal or performance-based vesting criteria hereunder was based on incorrect data and that in fact the performance goal or performance-based vesting criteria had not been achieved or had been achieved to a lesser extent than originally determined and a number of the EARNED UNITS would not have been granted, earned and/or vested, given the correct data, then (i) the aggregate number of SHARES of the COMPANY subject to the TARGET AWARD set forth in Section 1 of this AGREEMENT, and/or the aggregate number of EARNED UNITS earned hereunder, shall be reduced by such number of EARNED UNITS that would not have been granted, earned and/or vested (such EARNED UNITS, the “EXCESS UNITS”), (ii) any EXCESS UNITS that have not yet vested in accordance with the terms of this

AGREEMENT shall be forfeited and (iii) any SHARES of the COMPANY received upon settlement of vested EXCESS UNITS (or if such SHARES were disposed of, the cash equivalent) shall be returned to the COMPANY as provided by the COMMITTEE.

6. Restrictions on Transfers of SHARES . Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

13. Entire Agreement . This AGREEMENT, including the PLAN incorporated herein by reference, together with the NON-COMPETE, constitute the entire agreement between the COMPANY and PARTICIPANT in respect of the subject matter of this AGREEMENT and the NON-COMPETE, and this AGREEMENT, together with the NON-COMPETE, supersede all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this AGREEMENT. No officer, employee or other servant or agent of the COMPANY, and no servant or agent of PARTICIPANT, is authorized to make any representation, warranty or other promise not contained in this AGREEMENT. Other than as set forth in Section 11(e) of the PLAN, no change, termination or attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

PERFORMANCE SHARE AWARD AGREEMENT

(Amended and Restated 2007 Long-Term Incentive Plan)

This PERFORMANCE SHARE AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of ___________, 20__ (the date on which the COMMITTEE (as defined below) approves the award, referred to as the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and __________, an employee of the COMPANY or one of the COMPANY’s subsidiaries or affiliates (“PARTICIPANT”).

WITNESSETH :

WHEREAS, the COMMITTEE has determined that PARTICIPANT should be granted rights to earn a target number of shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY equal to __________ (_______) (such rights, the “AWARD”), subject to the restrictions, conditions and other terms set forth in this AGREEMENT;

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

1. Grant of AWARD . Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT an AWARD with a target number of SHARES of the COMPANY (the “TARGET AWARD”) equal to __________ (_______) SHARES (subject to adjustment as provided in Section 11(c) of the PLAN and Section 5(F) of this AGREEMENT, if applicable). The AWARD represents the right to earn up to 200% of the target number of SHARES of the COMPANY subject to the AWARD, subject to the restrictions, conditions and other terms set forth in this AGREEMENT.

2. Terms and Conditions of the AWARD .

(A) EARNED UNITS . The issuance of SHARES of the COMPANY pursuant to this AGREEMENT shall be subject to the COMPANY’s achievement with respect to the [ ADJUSTED EPS ] [ CUMULATIVE ADJUSTED EPS ] goals set forth in the table below. If the [ ADJUSTED EPS ][ CUMULATIVE ADJUSTED EPS ] for the ______-fiscal-year period ending _________, 20__ does not equal or exceed the THRESHOLD performance level set forth in the table below, the AWARD and PARTICIPANT’s right to receive any SHARES of the COMPANY pursuant to this AGREEMENT shall expire and be forfeited without payment of any additional consideration, effective as of the last day of the fiscal year ending ____________, 20__. Subject to the foregoing, the number of “EARNED UNITS” for purposes of this AGREEMENT shall be determined in accordance with the following schedule:



Performance Level	[ FY 20__ ADJUSTED EPS ][ FY 20__ through FY 20__ CUMULATIVE ADJUSTED EPS ] Required to Achieve Performance Level	% of TARGET AWARD Earned
THRESHOLD	$	50%
TARGET	$	100%
MAXIMUM	$	200%

(i) the RESTRICTED PERIOD shall lapse as to one-third of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED UNITS shall become vested, on the first anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;

(iii) the RESTRICTED PERIOD shall lapse as to an additional one-third of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED UNITS shall become vested, on the third anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date.

(C) Non-Transferability of AWARD . The AWARD and any EARNED UNITS may not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of PARTICIPANT to any party (other than the COMPANY or a subsidiary or affiliate of the COMPANY), or assigned or transferred (whether by operation of law or otherwise) by PARTICIPANT, otherwise than by will or by the applicable laws of descent and distribution, and the AWARD and any EARNED UNITS shall not be subject to execution, attachment or similar process.

(E) Tax Withholding . The COMPANY shall have the right to require PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state, local and foreign tax withholding requirements in respect of the settlement of the AWARD. Unless PARTICIPANT is notified otherwise, the COMPANY will withhold SHARES of the COMPANY otherwise deliverable upon settlement of the AWARD having a FAIR MARKET VALUE ( as defined in the PLAN) on the date of settlement equal to the amount required to be withheld (but only to the extent of the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws). Pursuant to the PLAN, the COMPANY reserves the right to notify PARTICIPANT prior to settlement of the AWARD, that in lieu of the foregoing, the COMPANY may require that the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws be settled in cash, either: (i) through the sale, on PARTICIPANT’s behalf on the open market, of a number of SHARES of the COMPANY required to cover such amount or (ii) at PARTICIPANT’s option, through a direct cash payment by PARTICIPANT to the COMPANY to cover such amount.

4. Effect of Termination of Employment .

to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

(B) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPNAY is terminated for any reason other than death, “retirement” or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any EARNED UNITS, such AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY.

(C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the EARNED UNITS (or, if prior to __________, 20__, the TARGET AWARD) shall become fully vested.

(D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the EARNED UNITS (or, if prior to___________, 20__, the TARGET AWARD) shall become fully vested.

(E) If PARTICIPANT retires from employment with the COMPANY and the subsidiaries and affiliates of the COMPANY at or after attaining the age of 65 (such termination of employment, a “retirement”) prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, the number of EARNED UNITS that would have vested during the 12 months following such retirement had PARTICIPANT remained employed by the COMPANY or a subsidiary or affiliate of the COMPANY (and, if such termination occurs prior to _________, 20__, based upon the actual achievement of the [ ADJUSTED EPS ][ CUMULATIVE ADJUSTED EPS ] goal over the full _____-fiscal-year period) shall become immediately vested (or, if such termination occurs prior to __________, 20__, shall become immediately vested upon the COMMITTEE’s written certification of the achievement of the [ ADJUSTED EPS ][ CUMULATIVE ADJUSTED EPS ] goal (and the extent thereof)) and any remaining EARNED UNITS and/or portion of the AWARD shall be forfeited to the COMPANY.

5. Forfeiture of AWARD .

(A) The AWARD and any EARNED UNITS shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

(i) the AWARD and any EARNED UNITS held by PARTICIPANT and not then settled will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT ; and

(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon each settlement of the AWARD that occurred on or after (x) the date that is _____ months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (y) the date that is _____ months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN”

shall mean, in respect of any settlement of the AWARD granted to PARTICIPANT, the FAIR MARKET VALUE of the cash and/or SHARES of the COMPANY paid or payable to PARTICIPANT (regardless of any elective deferrals).

(B) The forfeitures specified in Section 5(A) of this AGREEMENT will be triggered upon the occurrence of any one of the following FORFEITURE EVENTS at any time during PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY, or during the _______- month period following termination of such employment:

(iv) PARTICIPANT, during the period PARTICIPANT is employed by the COMPANY or any subsidiary or affiliate of the COMPANY and for ________ months thereafter (the “NON-

SOLICITATION PERIOD”), alone or in conjunction with another person, (I) interferes with or harms, or attempts to interfere with or harm, the relationship of the COMPANY or any subsidiary or affiliate of the COMPANY with any person who at any time was a customer or supplier of the COMPANY or any subsidiary or affiliate of the COMPANY or otherwise had a business relationship with the COMPANY or any subsidiary or affiliate of the COMPANY; or (II) hires, solicits for hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the COMPANY or any subsidiary or affiliate of the COMPANY.

or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

provisions of this AGREEMENT shall be binding upon either party hereto unless contained in a writing signed by the party to be charged.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

PERFORMANCE SHARE AWARD AGREEMENT

(2005 Long-Term Incentive Plan)

This PERFORMANCE SHARE AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of ________, 20__ (the date on which the COMMITTEE (as defined below) approves the award, referred to as the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and ______________, an employee of the COMPANY or one of the COMPANY’s subsidiaries or affiliates (“PARTICIPANT”).

WITNESSETH :

WHEREAS, pursuant to the provisions of the 2005 Long-Term Incentive Plan of the COMPANY (the “PLAN”), the Compensation Committee (the “COMMITTEE”) of the Board of Directors of the COMPANY (the “BOARD”) administers the PLAN; and

WHEREAS, the COMMITTEE has determined that PARTICIPANT should be granted rights to earn a target number of shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY equal to ____________ (_______) (such rights, the “AWARD”), subject to the restrictions, conditions and other terms set forth in this AGREEMENT;

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

1. Grant of AWARD . Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT an AWARD with a target number of SHARES of the COMPANY (the “TARGET AWARD”) equal to ____________ (_______) SHARES (subject to adjustment as provided in Section 11(c) of the PLAN and Section 5(F) of this AGREEMENT, if applicable). The AWARD represents the right to earn up to 150% of the target number of SHARES of the COMPANY subject to the AWARD, subject to the restrictions, conditions and other terms set forth in this AGREEMENT.

2. Terms and Conditions of the AWARD .

(A) EARNED UNITS . The issuance of SHARES of the COMPANY pursuant to this AGREEMENT shall be subject to the COMPANY’s achievement with respect to the ADJUSTED EPS and ANNUAL LEVEL OF SAVINGS goals set forth in the tables below. If the ADJUSTED EPS for the fiscal year ending _______, 20__ and the ANNUAL LEVEL OF SAVINGS, as applicable, do not equal or exceed the THRESHOLD performance levels set forth in the tables below, the AWARD and PARTICIPANT’s right to receive any SHARES of the COMPANY pursuant to this AGREEMENT shall expire and be forfeited without payment of any additional consideration, effective as of the last day of the fiscal year ending ________, 20__. Subject to the foregoing, the number of “EARNED UNITS” for purposes of this AGREEMENT shall be determined in accordance with the following tables:



Performance Level	ANNUAL LEVEL OF SAVINGS (in $ millions) Required to Achieve Performance Level	% of TARGET AWARD Earned
THRESHOLD	$	25%
TARGET	$	50%
MAXIMUM	$	75%



Performance Level	FY 20__ ADJUSTED EPS and ANNUAL LEVEL OF SAVINGS (in $ millions) Required to Achieve Performance Level	% of TARGET AWARD Earned
BELOW THRESHOLD	Below $____ per share and any level of savings	0%
THRESHOLD	$____ per share or greater AND $	25%
TARGET	$_____ per share or greater AND $	50%
MAXIMUM	$_____ per share or greater AND $	75%

In the event that actual ADJUSTED EPS and ANNUAL LEVEL OF SAVINGS are between the THRESHOLD and the TARGET performance levels, or between the TARGET and the MAXIMUM performance levels, linear interpolation will be used to determine the number of EARNED UNITS. Any portion of the TARGET AWARD not earned based upon the actual ADJUSTED EPS and ANNUAL LEVEL OF SAVINGS achieved shall expire and be forfeited without payment of any additional consideration, effective as of the last day of the fiscal year ending _________, 20__. The achievement of the performance goals set forth in this Section 2(A) (and the extent or lack thereof) shall be evidenced by the COMMITTEE’s written certification.

For purposes of this Section 2(A), the term “ADJUSTED EPS” means the COMPANY’s Net Income per Share from Continuing Operations before Extraordinary Items (Diluted), as reported in the COMPANY’s Annual Report on Form 10-K for the applicable fiscal year, adjusted to exclude the impact of charges for impairments and write-downs of store-related long-lived assets, trademarks and goodwill, net charges related to store closures and lease exits or other restructuring programs, any legal settlement in excess of $3 million, the impact of acquisitions or divestitures, one-time federal tax changes accounted for on a discrete basis in excess of $3 million and changes in accounting principles, as certified by the COMMITTEE. Also for the purposes of this Section 2(A), the term “ANNUAL LEVEL OF SAVINGS” means the COMPANY’s FY 20__ realized cost savings resulting from the diagnostic analysis completed by _________ in connection with COMPANY’s profit and process improvement initiatives, as certified by the COMMITTEE.

(i) the RESTRICTED PERIOD shall lapse as to one-half of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED UNITS shall become vested, on the first anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; and

(ii) the RESTRICTED PERIOD shall lapse as to an additional one-half of the EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such EARNED UNITS shall become vested, on the second anniversary of the VESTING DATE, provided PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date.

(C) Non-Transferability of AWARD . The AWARD and any EARNED UNITS may not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of

PARTICIPANT to any party (other than the COMPANY or a subsidiary or affiliate of the COMPANY), or assigned or transferred (whether by operation of law or otherwise) by PARTICIPANT, otherwise than by will or by the applicable laws of descent and distribution, and the AWARD and any EARNED UNITS shall not be subject to execution, attachment or similar process.

(E) Tax Withholding . The COMPANY shall have the right to require PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state, local and foreign tax withholding requirements in respect of the settlement of the AWARD. Unless PARTICIPANT is notified otherwise, the COMPANY will withhold SHARES of the COMPANY otherwise deliverable upon settlement of the AWARD having a FAIR MARKET VALUE (as defined in the PLAN) on the date of settlement equal to the amount required to be withheld (but only to the extent of the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws). Pursuant to the PLAN, the COMPANY reserves the right to notify PARTICIPANT prior to settlement of the AWARD, that in lieu of the foregoing, the COMPANY may require that the minimum amount that must be withheld to comply with applicable federal, state, local and foreign income, employment and wage tax laws be settled in cash, either: (i) through the sale, on PARTICIPANT’s behalf on the open market, of a number of SHARES of the COMPANY required to cover such amount or (ii) at PARTICIPANT’s option, through a direct cash payment by PARTICIPANT to the COMPANY to cover such amount.

3. Change of Control . Unless the BOARD or the COMMITTEE provides otherwise prior to a “Change of Control” (as such term is defined in the PLAN), upon a Change of Control, Section 9 of the PLAN shall govern the treatment of the AWARD. For the avoidance of doubt, the performance period under this AGREEMENT for purposes of Section 9(b) of the PLAN shall be the fiscal year ending __________, 20__. Notwithstanding anything in Section 9(b) of the PLAN to the contrary, for all purposes under this AGREEMENT, in the event of a Change of Control, the ADJUSTED EPS and ANNUAL LEVEL OF SAVINGS goals shall be deemed to have been achieved, as of the date of the Change of Control, at the TARGET level of performance.

4. Effect of Termination of Employment .

(B) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any EARNED UNITS, such AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY.

(C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the EARNED UNITS (or, if prior to _______, 20__, the TARGET AWARD) shall become fully vested.

(E) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

5. Forfeiture of AWARD .

(i) the AWARD and any EARNED UNITS held by PARTICIPANT and not then settled will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT ; and

(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon each settlement of the AWARD that occurred on or after (x) the date that is ____________ months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (y) the date that is _____________ months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of any settlement of the AWARD granted to PARTICIPANT, the FAIR MARKET VALUE of the cash and/or SHARES of the COMPANY paid or payable to PARTICIPANT (regardless of any elective deferrals).

(B) The forfeitures specified in Section 5(A) of this AGREEMENT will be triggered upon the occurrence of any one of the following FORFEITURE EVENTS at any time during PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY, or during the ___________-month period following termination of such employment:

business relationship, to curtail, cancel, not renew, or not continue his or her or its business with the COMPANY or any subsidiary or affiliate of the COMPANY; or (III) induces, or attempts to influence, any employee of or service provider to the COMPANY or a subsidiary or affiliate of the COMPANY to terminate such employment or service. The COMMITTEE shall, in its discretion, determine which lines of business the COMPANY and the subsidiaries and affiliates of the COMPANY conduct on any particular date and which third parties may reasonably be deemed to be in competition with the COMPANY or any subsidiary or affiliate of the COMPANY. For purposes of this Section 5(B)(i), PARTICIPANT’s interest as a stockholder is insubstantial if it represents beneficial ownership of less than five percent of the outstanding class of stock, and PARTICIPANT’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as determined by the COMMITTEE in its discretion, of less than five percent of the outstanding equity of the entity;

(iv) PARTICIPANT, during the period PARTICIPANT is employed by the COMPANY or any subsidiary or affiliate of the COMPANY and for ___________ months thereafter (the “NON-SOLICITATION PERIOD”), alone or in conjunction with another person, (I) interferes with or harms, or attempts to interfere with or harm, the relationship of the COMPANY or any subsidiary or affiliate of the COMPANY with any person who at any time was a customer or supplier of the COMPANY or any subsidiary or affiliate of the COMPANY or otherwise had a business relationship with the COMPANY or any subsidiary or affiliate of the COMPANY; or (II) hires, solicits for hire, aids in or facilitates the hire, or causes to be hired, either as an employee, contractor or consultant, any person who is currently employed, or was employed at any time during the six-month period prior thereto, as an employee, contractor or consultant of the COMPANY or any subsidiary or affiliate of the COMPANY.

FORFEITURE EVENTS are the forfeitures specified therein and as otherwise provided in this AGREEMENT. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and 5(B) of this AGREEMENT.

6. Restrictions on Transfers of SHARES . Anything contained in this AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES of the COMPANY upon any settlement of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state, federal or foreign law, rule or regulation as the COMPANY may consider appropriate; and may require PARTICIPANT in connection with the issuance of the SHARES to make such representations and furnish such information as the COMPANY may consider appropriate in connection with the issuance of the SHARES in compliance with applicable laws, rules and regulations. SHARES of the COMPANY issued and delivered upon settlement of the AWARD shall be subject to such restrictions on trading, including appropriate legending of certificates to that effect, as the COMPANY, in its discretion, shall determine are necessary to satisfy applicable laws, rules and regulations.

AGREEMENT and the AWARD shall be final, conclusive and binding on PARTICIPANT, all other persons interested in the PLAN and stockholders of the COMPANY.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

STOCK APPRECIATION RIGHT AWARD AGREEMENT

(2005 Long-Term Incentive Plan)

WITNESSETH :

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

2. Terms and Conditions of the AWARD .

(A) BASE PRICE . The “BASE PRICE” shall be $____________ per SHARE (subject to adjustment as provided in Section 11(c) of the PLAN).

(C) AWARD Term . The AWARD shall in no event be exercisable after the expiration of ten years from the GRANT DATE and shall expire on such date.

4. Exercise After Termination of Employment .

5. Forfeiture of AWARD .

(i) The unexercised portion of the AWARD held by PARTICIPANT, whether or not vested, will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address:

STOCK APPRECIATION RIGHT AWARD AGREEMENT

(2005 Long-Term Incentive Plan)

WITNESSETH :

NOW, THEREFORE, in consideration of the premises, the parties hereto make the following agreement, intending to be legally bound thereby:

1. Grant of AWARD . Pursuant to, and subject to, the terms and conditions set forth in this AGREEMENT and in the PLAN, the COMPANY hereby grants to PARTICIPANT an award of ______________________(__________) SARs (the “AWARD”). Each SAR represents the right to receive, upon exercise of the SAR, pursuant to this AGREEMENT, from the COMPANY, a payment, paid in SHARES of the COMPANY, having a value equal to the excess of the FAIR MARKET VALUE (as defined in the PLAN), on the date of exercise, of one SHARE of the COMPANY (subject to adjustment as provided in Section 11(c) of the PLAN) over the BASE PRICE (as defined below).

2. Terms and Conditions of the AWARD .

(A) BASE PRICE . The “BASE PRICE” shall be $__________ per SHARE (subject to adjustment as provided in Section 11(c) of the PLAN).

(ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section

11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise;

(C) AWARD Term . The AWARD shall in no event be exercisable after the expiration of ten years from the GRANT DATE and shall expire on such date.

4. Exercise After Termination of Employment .

5. Forfeiture of AWARD .

(i) The unexercised portion of the AWARD held by PARTICIPANT, whether or not vested, will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and

(ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon each exercise of the AWARD that occurred on or after (I) the date that is months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (II) the date that is months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of a given AWARD exercise, the product of (x) the FAIR MARKET VALUE per SHARE of the COMPANY at the date of such exercise (without regard to any subsequent change in the market price of SHARES) minus the BASE PRICE times (y) the number of SARs as to which the AWARD was exercised at that date.

12. Number and Gender . When used in this AGREEMENT, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

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IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and PARTICIPANT has executed this AGREEMENT, in each case effective as of the GRANT DATE.



		COMPANY:

		ABERCROMBIE & FITCH CO.

		By:
		Its:
		Title:

		PARTICIPANT:

		Printed Name:

		Address: