ABERCROMBIE & FITCH CO /DE/ (Form: 8-K, Received: 02/17/2009 16:19:47)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2009 (February 12, 2009)

ABERCROMBIE & FITCH CO.
(Exact name of registrant as specified in its charter)

Delaware 1-12107 31-1469076

(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

6301 Fitch Path, New Albany, Ohio
43054

(Address of Principal Executive Offices) (Zip Code)

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

Not Applicable

(Former name or former address if changed since last report.)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On February 13, 2009, Abercrombie & Fitch Co. (the “Registrant”) issued a press release (the “Release”) reporting the Registrant’s unaudited financial results for the thirteen weeks (quarterly period) and fifty-two weeks ended January 31, 2009. A copy of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant also made available in conjunction with the Release additional quarterly and year-to-date financial information as of the end of and for each of the quarterly periods in the fiscal years ended January 31, 2009, February 2, 2008, February 3, 2007 and January 28, 2006. The additional quarterly and year-to-date financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant’s management conducted a conference call on February 13, 2009, at approximately 8:30 a.m., Eastern Time, to review the Registrant’s financial results for the thirteen and fifty-two weeks ended January 31, 2009. A copy of the transcript of the conference call is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

I tem 2.06. Material Impairments.

Based on the impact of current sales trends on the profitability of a number of stores, the Registrant recorded a non-cash impairment charge of approximately $30.6 million in connection with the preparation and review of the financial statements for the fiscal year ended January 31, 2009. The impairment charge is related to long-lived assets associated with 11 Abercrombie & Fitch stores, six abercrombie stores, three Hollister stores and nine RUEHL stores, with the majority of the charge relating to the nine RUEHL stores.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the meeting of the Compensation Committee of the Board of Directors (the “Board”) of the Registrant held on February 12, 2009, the Compensation Committee approved:

• The form of Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights on or after February 12, 2009 to associates (employees) of the Registrant and its subsidiaries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (the “2007 Plan”). The form of the Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights under the 2007 Plan to associates of the Registrant and its subsidiaries is filed as Exhibit 10.1 to this Current Report on Form 8-K.

A description of the material terms of the 2007 Plan was included in the Registrant’s definitive Proxy Statement, dated May 10, 2007, filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2007, under the caption “PROPOSAL TO APPROVE ADOPTION OF THE ABERCROMBIE & FITCH CO. 2007 LONG-TERM INCENTIVE PLAN,” and incorporated by reference into “Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2007 (the “June 18, 2007 Form 8-K”). The 2007 Plan was filed with the June 18, 2007 Form 8-K as Exhibit 10.2.

• The form of Stock Appreciation Right Agreement to be used to evidence the semi-annual grants (in the form of stock appreciation rights) which Michael S. Jeffries, the Chairman and Chief Executive Officer of the Registrant, is eligible to receive in respect of fiscal periods ending on or prior to July 30, 2011 (the “Semi-Annual Grants”) under the terms of the Employment Agreement by and between the Registrant and Mr. Jeffries, entered into as of December 19, 2008 (the “Jeffries Employment Agreement”), and the 2007 Plan if the requirements for such Semi-Annual Grants set forth in the Jeffries Employment Agreement are satisfied. As previously disclosed in “Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of the Current Report on Form 8-K filed by the Registrant on December 22, 2008 (the “December 22, 2008 Form 8-K”), each Semi-Annual Grant will be awarded either within 75 days following the end of the Registrant’s second quarter or fiscal year, as applicable, subject to Mr. Jeffries’ continuous employment with the Registrant through the grant date. The first Semi-Annual Grant will relate to the first six months of the fiscal year beginning on February 1, 2009. The terms of the Semi-Annual Grants are described in the December 22, 2008 Form 8-K. The form of Stock Appreciation Right Agreement to be used to evidence the Semi-Annual Grants is filed as Exhibit 10.2 to this Current Report on Form 8-K.

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• The form of Stock Appreciation Right Agreement (the “Retention Grant Tranche 1 Agreement”) used to evidence the grant of 1,600,000 stock appreciation rights under the 2007 Plan to Mr. Jeffries on December 19, 2008 as contemplated by the terms of the Jeffries Employment Agreement. This grant represents the first tranche of the Retention Grant contemplated by the Jeffries Employment Agreement as described in the December 22, 2008 Form 8-K. The Retention Grant Tranche 1 Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K.

• The form of Stock Appreciation Right Agreement (the “Retention Grant Tranche 2 Agreement”) to be used to evidence the grant of 1,200,000 stock appreciation rights under the 2007 Plan to Mr. Jeffries on March 2, 2009 if the requirements for such grant set forth in the Jeffries Employment Agreement are satisfied and Mr. Jeffries remains in the continuous employment of the Registrant through the grant date. This grant would represent the second tranche of the Retention Grant contemplated by the Jeffries Employment Agreement as described in the December 22, 2008 Form 8-K. The form of Retention Grant Tranche 2 Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K.

• The form of Stock Appreciation Right Agreement (the “Retention Grant Tranche 3 Agreement”) to be used to evidence the grant of 1,200,000 stock appreciation rights under the 2007 Plan to Mr. Jeffries on September 1, 2009 if the requirements for such grant set forth in the Jeffries Employment Agreement are satisfied and Mr. Jeffries remains in the continuous employment of the Registrant through the grant date. This grant would represent the third tranche of the Retention Grant contemplated by the Jeffries Employment Agreement as described in the December 22, 2008 Form 8-K. The form of Retention Grant Tranche 3 Agreement is filed as Exhibit 10.5 to this Current Report on Form 8-K.

• The form of Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights after February 12, 2009 to associates (employees) of the Registrant and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan (the “2005 Plan”). The form of the Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights under the 2005 Plan to associates of the Registrant and its subsidiaries is filed as Exhibit 10.6 to this Current Report on Form 8-K. A description of the material terms of the 2005 Plan was included in the Registrant’s definitive Proxy Statement, dated May 12, 2005, filed with the SEC on May 12, 2005, under the caption “PROPOSAL TO APPROVE ADOPTION OF THE ABERCROMBIE & FITCH CO. 2005 LONG-TERM INCENTIVE PLAN,” and incorporated by reference into “Item 1.01. Entry into a Material Definitive Agreement” of the Registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2005 (the “June 17, 2005 Form 8-K”). The 2005 Plan was filed with the June 17, 2005 Form 8-K as Exhibit 10.1.

Item 8.01. Other Events.

In the Release, the Registrant also announced that the Board of Directors of the Registrant had declared a quarterly cash dividend of $0.175 per share in respect of the Registrant’s Class A Common Stock. The dividend was declared on February 13, 2009 and is payable on March 17, 2009 to stockholders of record at the close of business on February 27, 2009.

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Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable

(d) Exhibits:

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


Exhibit No.		Description
10.1		Form of Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights to associates (employees) of Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on and after February 12, 2009
10.2		Form of Stock Appreciation Right Agreement to be used to evidence the Semi-Annual Grants of stock appreciation rights to Michael S. Jeffries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.3		Stock Appreciation Right Agreement, made to be effective as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries entered into to evidence first tranche of Retention Grant covering 1,600,000 stock appreciation rights granted under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.4		Form of Stock Appreciation Right Agreement by and between Abercrombie & Fitch Co. and Michael S. Jeffries to be entered into effective as of March 2, 2009 to evidence second tranche of Retention Grant covering 1,200,000 stock appreciation rights to be granted under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.5		Form of Stock Appreciation Right Agreement by and between Abercrombie & Fitch Co. and Michael S. Jeffries to be entered into effective as of September 1, 2009 to evidence third tranche of Retention Grant covering 1,200,000 stock appreciation rights to be granted under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.6		Form of Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights to associates (employees) of Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan after February 12, 2009

99.1		Press Release issued by Abercrombie & Fitch Co. on February 13, 2009

99.2		Additional Quarterly Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on February 13, 2009

99.3		Transcript of conference call held by management of Abercrombie & Fitch Co. on February 13, 2009

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SIGNATURE

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

ABERCROMBIE & FITCH CO.

Dated: February 17, 2009

By: / s/ Jonathan E. Ramsden
Jonathan E. Ramsden
Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated February 17, 2009

Abercrombie & Fitch Co.


Exhibit No.		Description
10.1		Form of Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights to associates (employees) of Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on and after February 12, 2009
10.2		Form of Stock Appreciation Right Agreement to be used to evidence the Semi-Annual Grants of stock appreciation rights to Michael S. Jeffries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.3		Stock Appreciation Right Agreement, made to be effective as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries entered into to evidence first tranche of Retention Grant covering 1,600,000 stock appreciation rights granted under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.4		Form of Stock Appreciation Right Agreement by and between Abercrombie & Fitch Co. and Michael S. Jeffries to be entered into effective as of March 2, 2009 to evidence second tranche of Retention Grant covering 1,200,000 stock appreciation rights to be granted under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.5		Form of Stock Appreciation Right Agreement by and between Abercrombie & Fitch Co. and Michael S. Jeffries to be entered into effective as of September 1, 2009 to evidence third tranche of Retention Grant covering 1,200,000 stock appreciation rights to be granted under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between Abercrombie & Fitch Co. and Michael S. Jeffries
10.6		Form of Stock Appreciation Right Agreement to be used to evidence the grant of stock appreciation rights to associates (employees) of Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan after February 12, 2009

99.1		Press Release issued by Abercrombie & Fitch Co. on February 13, 2009

99.2		Additional Quarterly Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on February 13, 2009

99.3		Transcript of conference call held by management of Abercrombie & Fitch Co. on February 13, 2009

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Exhibit 10.1

STOCK APPRECIATION RIGHT AGREEMENT
(2007 Long-Term Incentive Plan)

This STOCK AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of , 200 (the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and (the “PARTICIPANT”).

WITNESSETH :

WHEREAS, pursuant to the provisions of the 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 the PARTICIPANT upon the terms and 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 the 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 5 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the GRANT DATE, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary 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 GRANT DATE, as to % of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;

(ii) at any time after the second anniversary of the GRANT DATE, as to an additional % of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;

(iii) at any time after the third anniversary of the GRANT DATE, as to an additional % of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and

(iv) at any time after the fourth anniversary of the GRANT DATE, as to an additional % of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Subject to the other provisions of this AGREEMENT, including Section 5, 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 the PARTICIPANT any right to continue in the employment of the COMPANY or any of its subsidiaries or interfere with or limit in any way the right of the COMPANY or any of its subsidiaries to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’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) below, 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 the PARTICIPANT to remit to the COMPANY an amount sufficient to satisfy any applicable federal, state and local tax withholding requirements in respect of the exercise of the AWARD. These tax withholding requirements may be satisfied in one of several ways, including:

(i) The PARTICIPANT may give the COMPANY cash equal to the amount required to be withheld or tender SHARES of the COMPANY already owned by the PARTICIPANT for at least six months by actual delivery of the already-owned SHARES and having a FAIR MARKET VALUE on the exercise date equal to the amount required to be withheld; or

(ii) The COMPANY may withhold SHARES otherwise issuable upon exercise of the AWARD having 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 state, federal and local income, employment and wage tax laws).

3. Change of Control . Unless the BOARD or 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.

4. Non-Transferability of AWARD . The AWARD may not be transferred, assigned, pledged or hypothecated (whether by operation of law or otherwise) by the PARTICIPANT, except as provided by will or by the applicable laws of descent and distribution, and the AWARD shall not be subject to execution, attachment or similar process.

5. Exercise After Termination of Employment .

(A) Except as the COMMITTEE may at any time provide, if the employment of the PARTICIPANT with the COMPANY and its subsidiaries is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the 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 the PARTICIPANT was not entitled to exercise the AWARD on the date of termination of the PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination.

(B) If the 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 the PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long-Term Disability Program, or any successor program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire.

(C) If the PARTICIPANT dies while employed by the COMPANY or one of its subsidiaries, the AWARD shall become immediately vested and exercisable in full by the PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon the PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of the 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 Program, which definition is incorporated herein by reference.

6. Forfeiture of AWARD .

(A) The AWARD shall be subject to the following additional forfeiture conditions, to which the PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 6(B)(i), (ii), or (iii) occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

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

(ii) The 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 the PARTICIPANT upon each exercise of the AWARD that occurred on or after (I) the date that is six months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while the PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate, or (II) the date that is six months prior to the date the PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate terminated, if the FORFEITURE EVENT occurred after the PARTICIPANT ceased to be so employed. For purposes of this Section, 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 6(A) 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, or during the one-year period following termination of such employment:

(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 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; (II) induces any customer or supplier of the COMPANY or a subsidiary or affiliate, with which the COMPANY or a subsidiary or affiliate 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; or (III) induces, or attempts to influence, any employee of or service provider to the COMPANY or a subsidiary or affiliate to terminate such employment or service. The COMMITTEE shall, in its discretion, determine which lines of business the COMPANY conducts on any particular date and which third parties may reasonably be deemed to be in competition with the COMPANY. For purposes of this Section 6(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, any confidential or proprietary information of the COMPANY or any subsidiary or affiliate, including but not limited to information regarding the COMPANY’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 its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations, except as required by law or pursuant to legal process; or

(iii) PARTICIPANT fails to cooperate with the COMPANY or any subsidiary or affiliate in any way, including, without limitation, by making himself or herself available to testify on behalf of the COMPANY or such subsidiary or affiliate in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or otherwise fails to assist the COMPANY or any subsidiary or affiliate 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, as reasonably requested.

(C) Despite the conditions set forth in this Section 6, a PARTICIPANT is not hereby prohibited from engaging in any activity, including but not limited to competition with the COMPANY and its subsidiaries and affiliates. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in Section 6(B) is a condition to the PARTICIPANT’s right to realize and retain value from the AWARD, and the consequence under the PLAN and this AGREEMENT if the PARTICIPANT engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified therein and herein. The COMPANY and PARTICIPANT shall not be precluded by this provision or otherwise from entering into other agreements concerning the subject matter of Sections 6(A) and 6(B).

(D) The COMMITTEE may, in its discretion, waive in whole or in part the COMPANY’s right to forfeiture under this Section 6, but no such waiver shall be effective unless evidenced by a writing signed by a duly authorized officer of the COMPANY.

7. 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 upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state or federal law, rule or regulation as the COMPANY may consider appropriate; and may require the 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 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.

8. Rights of the PARTICIPANT as a Stockholder . The 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 the PARTICIPANT of a certificate or other evidence of ownership representing such SHARES.

9. 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. The PARTICIPANT acknowledges receipt of a copy of the PLAN and of the Prospectus related to the PLAN. The 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 the PARTICIPANT, all other persons interested in the PLAN and stockholders.

10. Governing Law . To the extent not preempted by federal law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware.

11. Rights and Remedies Cumulative . All rights and remedies of the COMPANY and of the 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.

12. 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.

13. 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.

14. 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 required.

15. Entire Agreement . This AGREEMENT, including the PLAN incorporated herein by reference, constitutes the entire agreement between the COMPANY and the 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 the 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.

16. Successors 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.

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and the 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:

Exhibit 10.2

STOCK APPRECIATION RIGHT AGREEMENT

(2007 Long-Term Incentive Plan)

Semi-Annual Grant

WITNESSETH :

WHEREAS, the Employment Agreement between the COMPANY and the PARTICIPANT, dated as of December 19, 2008 (the “EMPLOYMENT AGREEMENT”) provides that the PARTICIPANT shall receive certain equity grants under the PLAN; and

WHEREAS, the COMMITTEE has determined that an award of stock appreciation rights (“SARs”) with respect to ( ) [TO BE DETERMINED PURSUANT TO SECTION 4(d) OF THE EMPLOYMENT AGREEMENT] shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY should be granted to the PARTICIPANT upon the terms and conditions set forth in the EMPLOYMENT AGREEMENT and 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, the EMPLOYMENT AGREEMENT and in the PLAN, the COMPANY hereby grants to the PARTICIPANT an award of ( ) SARs (the “AWARD”) [TO BE DETERMINED PURSUANT TO SECTION 4(d) OF THE EMPLOYMENT AGREEMENT]. 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 [TO BE EQUAL TO THE FAIR MARKET VALUE ON THE GRANT DATE] (subject to adjustment as provided in Section 11(c) of the PLAN).

(i) at any time after the first anniversary of the GRANT DATE, as to 25% of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;

(ii) at any time after the second anniversary of the GRANT DATE, as to an additional 25% of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;

(iii) at any time after the third anniversary of the GRANT DATE, as to an additional 25% of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and

(iv) at any time after the fourth anniversary of the GRANT DATE, as to an additional 25% of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Subject to the other provisions of this AGREEMENT, including Section 5, 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 or the EMPLOYMENT AGREEMENT), accelerate the vesting and exercisability of the AWARD.

(C) AWARD Term . The AWARD shall in no event be exercisable after the expiration of seven (7) years from the GRANT DATE and shall expire on such date.

3. Termination of Employment . Subject to the terms of the EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by the COMPANY for any reason other than for CAUSE (as defined in the EMPLOYMENT AGREEMENT) or by the PARTICIPANT for GOOD REASON (as defined in the EMPLOYMENT AGREEMENT), subject, except in the case of a termination of employment by reason of the PARTICIPANT’s death or DISABILITY (as defined in the EMPLOYMENT AGREEMENT), to the PARTICIPANT executing a release in favor of the COMPANY pursuant to Section 10(j) of the EMPLOYMENT AGREEMENT, this AWARD shall become immediately and fully vested as of such termination date.

5. Exercise After Termination of Employment .

(A) Except as the COMMITTEE may at any time provide, if the employment of the PARTICIPANT with the COMPANY and its subsidiaries is terminated for any reason other than CAUSE, the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the PARTICIPANT’s employment and after taking into account any vesting acceleration pursuant to Section 3 hereof or the EMPLOYMENT AGREEMENT) at any time after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT.

(B) If the employment of the PARTICIPANT with the COMPANY and its subsidiaries is terminated by the COMPANY for CAUSE, the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the 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.

(C) To the extent the PARTICIPANT was not entitled to exercise the AWARD on the date of termination of the PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. To the extent the PARTICIPANT was not entitled to exercise the AWARD on the date of termination of the PARTICIPANT’s employment (after taking into account any vesting acceleration pursuant to Section 3 hereof or the EMPLOYMENT AGREEMENT), such portion of the AWARD shall expire on the date of such termination.

6. Forfeiture of AWARD .

(A) The AWARD shall be subject to the following additional forfeiture conditions, to which the PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 6(B)(i), (ii), (iii) or (iv) occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

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

(iv) PARTICIPANT is found by a court of competent jurisdiction to have materially breached any of the material terms of Section 11 of the EMPLOYMENT AGREEMENT. Notwithstanding the foregoing, the provisions of this Section 6(B)(iv) shall not apply if a CHANGE OF CONTROL (as defined in the EMPLOYMENT AGREEMENT) has occurred or if the PARTICIPANT’s employment has been terminated by the COMPANY without CAUSE or by the Executive with GOOD REASON.

9. PLAN as Controlling; PARTICIPANT Acknowledgments . All terms and conditions of the PLAN and the EMPLOYMENT AGREEMENT 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 or the EMPLOYMENT AGREEMENT, the PLAN or the EMPLOYMENT AGREEMENT (and, as between the PLAN and the EMPLOYMENT AGREEMENT, the EMPLOYMENT AGREEMENT) shall be deemed controlling. The PARTICIPANT acknowledges receipt of a copy of the EMPLOYMENT AGREEMENT, the PLAN and of the Prospectus related to the PLAN. The PARTICIPANT also acknowledges that all decisions, determinations and interpretations of the COMMITTEE in respect of the PLAN, this AGREEMENT, the EMPLOYMENT AGREEMENT and the AWARD shall be final, conclusive and binding on the PARTICIPANT, all other persons interested in the PLAN and stockholders.

10. Governing Law . To the extent not preempted by federal law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware.

15. Entire Agreement . This AGREEMENT, including the PLAN incorporated herein by reference, and the EMPLOYMENT AGREEMENT constitute the entire agreement between the COMPANY and the 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 the 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.

[signature page follows]

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


	COMPANY : ABERCROMBIE & FITCH CO.
	By:
		Its:
		Title:


	PARTICIPANT :




	Printed Name:		Michael S. Jeffries


	Address:

Exhibit 10.3

STOCK APPRECIATION RIGHT AGREEMENT

(2007 Long-Term Incentive Plan)

Retention Grant Tranche 1

This STOCK AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of December 19, 2008 (the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and Michael S. Jeffries (the “PARTICIPANT”).

WITNESSETH :

WHEREAS, the COMMITTEE has determined that an award of stock appreciation rights (“SARs”) with respect to one million six hundred thousand (1,600,000) shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY should be granted to the PARTICIPANT upon the terms and conditions set forth in the EMPLOYMENT AGREEMENT and 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, the EMPLOYMENT AGREEMENT and in the PLAN, the COMPANY hereby grants to the PARTICIPANT an award of one million six hundred thousand (1,600,000) 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” for the AWARD shall be as follows:

(i) with respect to eight hundred thousand (800,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $22.84 per share (subject to adjustment as provided in Section 11(c) of the PLAN);

(ii) with respect to two hundred thousand (200,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $27.408 per share (subject to adjustment as provided in Section 11(c) of the PLAN);

(iii) with respect to two hundred thousand (200,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $31.976 per share (subject to adjustment as provided in Section 11(c) of the PLAN);

(iv) with respect to two hundred thousand (200,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $36.544 per share (subject to adjustment as provided in Section 11(c) of the PLAN); and

(v) with respect to two hundred thousand (200,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $41.112 per share (subject to adjustment as provided in Section 11(c) of the PLAN).

(B) Exercise of the AWARD . Except as otherwise provided in this AGREEMENT, the AWARD may be exercised at any time on or after January 31, 2014, as to 100% of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Subject to the other provisions of this AGREEMENT, including Section 5, 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 or the EMPLOYMENT AGREEMENT), accelerate the vesting and exercisability of the AWARD.

3. Termination of Employment .

(A) Subject to the terms of the EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by the COMPANY without CAUSE (as defined in the EMPLOYMENT AGREEMENT), other than due to death or DISABILITY (as defined in the EMPLOYMENT AGREEMENT), or by the PARTICIPANT for GOOD REASON (as defined in the EMPLOYMENT AGREEMENT) prior to a CHANGE IN CONTROL (as defined in the EMPLOYMENT AGREEMENT), and subject to the PARTICIPANT executing a release in favor of the COMPANY pursuant to Section 10(j) of the EMPLOYMENT AGREEMENT, this AWARD shall become vested as of such termination as to that number of SARs equal to the product of (i) the total number of SARs subject to this AWARD and (ii) the fraction obtained by dividing (1) the number of days of service by the PARTICIPANT to the COMPANY during the period commencing on the December 19, 2008 and ending on the termination date (provided, however, that in no event shall such resulting number be less than 730) by (2) 1,870.

(B) Subject to the terms of the EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by the COMPANY without CAUSE, other than due to death or DISABILITY, or by the PARTICIPANT for GOOD REASON within two (2) years after a CHANGE IN CONTROL, and subject to the PARTICIPANT executing a release in favor of the COMPANY pursuant to Section 10(j) of the EMPLOYMENT AGREEMENT, this AWARD shall become immediately and fully vested and exercisable as of such termination date.

(C) Subject to the terms of the EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by either the PARTICIPANT or the COMPANY by reason of the PARTICIPANT’s death or DISABILITY, this AWARD shall become vested as of such termination date as to that number of SARs equal to the product of (i) the total number of SARs subject to this AWARD and (ii) the fraction obtained by dividing (1) the number of days of service by the PARTICIPANT to the COMPANY during the period commencing on the December 19, 2008 and ending on the termination date (provided, however, that in no event shall such resulting number be less than 730) by (2) 1,870.

(D) If the PARTICIPANT is terminated by the COMPANY for CAUSE, the AWARD, whether or not vested and exercisable on the date of termination, shall terminate immediately upon such termination of the PARTICIPANT’s employment.

5. Exercise After Termination of Employment . Except as the COMMITTEE may at any time provide, if the employment of the PARTICIPANT with the COMPANY and its subsidiaries is terminated for any reason other than for CAUSE, the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the PARTICIPANT’s employment and after taking into account any vesting acceleration pursuant to Section 3 hereof or the EMPLOYMENT AGREEMENT) at any time after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT. To the extent the PARTICIPANT was not entitled to exercise the AWARD on the date of termination of the PARTICIPANT’s employment (after taking into account any vesting acceleration pursuant to Section 3 hereof or the EMPLOYMENT AGREEMENT), such portion of the AWARD shall expire on the date of such termination.

6. Forfeiture of AWARD .

(A) The AWARD shall be subject to the following additional forfeiture conditions, to which the PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 6(B)(i), (ii), (iii) or (iv) occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

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

(iv) PARTICIPANT is found by a court of competent jurisdiction to have materially breached any of the material terms of Section 11 of the EMPLOYMENT AGREEMENT. Notwithstanding the foregoing, the provisions of this Section 6(B)(iv) shall not apply if a CHANGE OF CONTROL has occurred or if the PARTICIPANT’s employment has been terminated by the COMPANY without CAUSE or by the Executive with GOOD REASON.

7. Restrictions on Transfers of SHARES .

(A) Anything contained in this Agreement or elsewhere to the contrary notwithstanding, the COMPANY may postpone the issuance and delivery of SHARES upon any exercise of the AWARD until completion of any stock exchange listing or registration or other qualification of such SHARES under any state or federal law, rule or regulation as the COMPANY may consider appropriate; and may require the 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 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.

(B) Any SHARES acquired pursuant to this AWARD shall be subject to the following holding period (“HOLDING PERIOD”): (i) with respect to 50% of the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such SHARES until the first trading day on the New York Stock Exchange immediately following July 31, 2014, and (ii) with respect to the remaining 50% of the net SHARES acquired pursuant to this AWARD (not including any SHARES withheld by the COMPANY pursuant to Section 2(E)), the PARTICIPANT may not transfer, sell, pledge, hypothecate, or otherwise dispose of such shares until the first trading day on the New York Stock Exchange immediately following January 31, 2015. Notwithstanding anything herein to the contrary, in the event that any portion of the AWARD vests prior to January 31, 2014 pursuant to the terms of this AGREEMENT, the HOLDING PERIOD described in this Section 7(B) will not apply to any of the SHARES so acquired under this AWARD. Any share certificates representing SHARES acquired pursuant to this AGREEMENT shall be appropriately legended to reflect these restrictions.

10. Governing Law . To the extent not preempted by federal law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware.

[signature page follows]

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


	COMPANY : ABERCROMBIE & FITCH CO.
	By:
		Its:
		Title:


	PARTICIPANT :




	Printed Name:		Michael S. Jeffries

	Address:

Exhibit 10.4

STOCK APPRECIATION RIGHT AGREEMENT

(2007 Long-Term Incentive Plan)

Retention Grant Tranche 2

This STOCK AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of March 2, 2009 (the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and Michael S. Jeffries (the “PARTICIPANT”).

WITNESSETH :

WHEREAS, the COMMITTEE has determined that an award of stock appreciation rights (“SARs”) with respect to one million two hundred thousand (1,200,000) shares of Class A Common Stock, $0.01 par value (the “SHARES”), of the COMPANY should be granted to the PARTICIPANT upon the terms and conditions set forth in the EMPLOYMENT AGREEMENT and 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, the EMPLOYMENT AGREEMENT and in the PLAN, the COMPANY hereby grants to the PARTICIPANT an award of one million two hundred thousand (1,200,000) 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” for the AWARD shall be as follows:

(i) with respect to six hundred thousand (600,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $ per share [TO BE EQUAL TO THE FAIR MARKET VALUE ON THE GRANT DATE] (subject to adjustment as provided in Section 11(c) of the PLAN);

(ii) with respect to one hundred fifty thousand (150,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $ per share [TO BE EQUAL TO 120% OF THE FAIR MARKET VALUE ON THE GRANT DATE] (subject to adjustment as provided in Section 11(c) of the PLAN);

(iii) with respect to one hundred fifty thousand (150,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $ per share [TO BE EQUAL TO 140% OF THE FAIR MARKET VALUE ON THE GRANT DATE] (subject to adjustment as provided in Section 11(c) of the PLAN);

(iv) with respect to one hundred fifty thousand (150,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $ per share [TO BE EQUAL TO 160% OF THE FAIR MARKET VALUE ON THE GRANT DATE] (subject to adjustment as provided in Section 11(c) of the PLAN); and

(v) with respect to one hundred fifty thousand (150,000) of the SARs awarded hereunder, the “BASE PRICE” shall be $ per share [TO BE EQUAL TO 180% OF THE FAIR MARKET VALUE ON THE GRANT DATE] (subject to adjustment as provided in Section 11(c) of the PLAN).

Subject to the other provisions of this AGREEMENT, including Section 5, 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 or the EMPLOYMENT AGREEMENT), accelerate the vesting and exercisability of the AWARD.

3. Termination of Employment .

6. Forfeiture of AWARD .

(A) The AWARD shall be subject to the following additional forfeiture conditions, to which the PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 6(B)(i), (ii), (iii) or (iv) occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

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

(iv) PARTICIPANT is found by a court of competent jurisdiction to have materially breached any of the material terms of Section 11 of the EMPLOYMENT AGREEMENT. Notwithstanding the foregoing, the provisions of this Section 6(B)(iv) shall not apply if a CHANGE OF CONTROL has occurred or if the PARTICIPANT’s employment has been terminated by the COMPANY without CAUSE or by the Executive with GOOD REASON.

7. Restrictions on Transfers of SHARES .

10. Governing Law . To the extent not preempted by federal law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware.

[signature page follows]

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


	COMPANY : ABERCROMBIE & FITCH CO.
	By:
		Its:
		Title:


	PARTICIPANT :




	Printed Name:		Michael S. Jeffries

	Address:

Exhibit 10.5

STOCK APPRECIATION RIGHT AGREEMENT

(2007 Long-Term Incentive Plan)

Retention Grant Tranche 3

This STOCK AWARD AGREEMENT (this “AGREEMENT”) is made to be effective as of September 1, 2009 (the “GRANT DATE”), by and between Abercrombie & Fitch Co., a Delaware corporation (the “COMPANY”), and Michael S. Jeffries (the “PARTICIPANT”).

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, the EMPLOYMENT AGREEMENT and in the PLAN, the COMPANY hereby grants to the PARTICIPANT an award of one million two hundred thousand (1,200,000) 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” for the AWARD shall be as follows:

Subject to the other provisions of this AGREEMENT, including Section 5, 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 or the EMPLOYMENT AGREEMENT), accelerate the vesting and exercisability of the AWARD.

3. Termination of Employment .

6. Forfeiture of AWARD .

(A) The AWARD shall be subject to the following additional forfeiture conditions, to which the PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 6(B)(i), (ii), (iii) or (iv) occurs (a “FORFEITURE EVENT”), the following forfeiture will result:

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

(iv) PARTICIPANT is found by a court of competent jurisdiction to have materially breached any of the material terms of Section 11 of the EMPLOYMENT AGREEMENT. Notwithstanding the foregoing, the provisions of this Section 6(B)(iv) shall not apply if a CHANGE OF CONTROL has occurred or if the PARTICIPANT’s employment has been terminated by the COMPANY without CAUSE or by the Executive with GOOD REASON.

7. Restrictions on Transfers of SHARES .

10. Governing Law . To the extent not preempted by federal law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware.

[signature page follows]

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


	COMPANY : ABERCROMBIE & FITCH CO.
	By:
		Its:
		Title:


	PARTICIPANT :




	Printed Name:		Michael S. Jeffries

	Address:

Exhibit 10.6

STOCK APPRECIATION RIGHT AGREEMENT
(2005 Long-Term Incentive Plan)

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

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.

5. Exercise After Termination of Employment .

6. Forfeiture of AWARD .

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

10. Governing Law . To the extent not preempted by federal law, this AGREEMENT shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly authorized officer, and the 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:

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS FOURTH QUARTER
AND FISCAL YEAR-END RESULTS

FOURTH QUARTER NET INCOME PER DILUTED SHARE OF $0.78 AFTER TAKING
NON-CASH ASSET IMPAIRMENT CHARGE OF $0.21 AND TAX EXPENSE CHARGE OF $0.11

BOARD OF DIRECTORS MAINTAINS QUARTERLY DIVIDEND OF $0.175

New Albany, Ohio, February 13, 2009: Abercrombie & Fitch Co. (NYSE: ANF) today reported unaudited results which reflected net income of $68.4 million and net income per diluted share of $0.78 for the thirteen weeks ended January 31, 2009, including a non-cash, after-tax charge of $0.21 associated with the impairment of store-related assets and a charge to tax expense of $0.11 related to the execution of the Chairman and Chief Executive Officer’s new employment agreement.

The Company also reported net income of $272.3 million and net income per diluted share of $3.05, after the above charges, for the fifty-two week fiscal year ended January 31, 2009.

Fourth Quarter Sales Highlights

	•		Total Company net sales decreased 19% to $998 million; comparable store sales decreased 25%

	•		Total direct-to-consumer net sales decreased 12% to $95.1 million

	•		Abercrombie & Fitch net sales of $404.4 million; Abercrombie & Fitch comparable store sales decreased 23%

	•		abercrombie net sales of $120.1 million; abercrombie comparable store sales decreased 30%

	•		Hollister Co. net sales of $449.6 million; Hollister Co. comparable store sales decreased 25%

	•		RUEHL net sales of $17.1 million; RUEHL comparable store sales decreased 25%

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

“The fourth quarter proved to be a catastrophe for the retail industry; a nightmare that included unprecedented promotional activity by other retailers in the malls and consumers who continued to show reluctance to spend, especially for premium brands. However, despite the unprecedented volatility, we are satisfied with our results for the quarter. Our comparable store sales decrease was lower than we had projected, our earnings per diluted share, excluding the effect of one-time items, exceeded our guidance and we maintained the aspirational nature of all of our brands. As we look toward 2009, we continue to see a tumultuous environment. We will again rely on our ability to manage the aspects of the business that are under our control and continue to protect and position our brands for more promising times.”

Fourth Quarter and Fiscal Year 2008 Financial Results

Net sales for the thirteen weeks ended January 31, 2009 decreased 19% to $998 million from $1.229 billion for the thirteen weeks ended February 2, 2008. Total Company direct-to-consumer net sales decreased 12% to $95.1 million for the thirteen week period ended January 31, 2009, compared to the thirteen week period ended February 2, 2008. Total Company fourth quarter comparable store sales decreased 25%. For the fifty-two week fiscal year ended January 31, 2009, the Company reported a net sales decrease of 6% to $3.54 billion from $3.75 billion for the fifty-two week fiscal year ended February 2, 2008. Total Company direct-to-consumer net sales increased 5% to $271.0 million for the fifty-two week fiscal year ended January 31, 2009, compared to the fifty-two week fiscal year ended February 2, 2008. Fiscal 2008 comparable store sales decreased 13%.

The gross profit rate for the quarter was 64.4%, 280 basis points lower than last year. The decrease in gross profit rate was attributable to an increase in markdowns taken to clear through seasonal inventory. For Fiscal 2008, the gross profit rate was 66.7% versus 67.0% last year.

Stores and distribution expense for the quarter, as a percentage of sales, increased to 42.3% from 31.6%. The Company was able to achieve reductions in store payroll, but at less than the rate of the sales decline. In addition, the Company recorded a $30.6 million non-cash impairment charge related to long-lived assets associated with 11 Abercrombie & Fitch stores, six abercrombie stores, three Hollister stores and nine Ruehl stores. The majority of the $30.6 million impairment charge is associated with the nine Ruehl stores. For Fiscal 2008, stores and distribution expense, as a percentage of sales, increased to 42.7% versus 37.0% last year.

Marketing, general and administrative expense for the quarter was $101.0 million compared to $103.1 million during the same period last year. The reduction in expense includes savings in incentive compensation and benefits, travel and outside services. For Fiscal 2008, marketing, general and administrative expense was $419.7 million compared to $395.8 million last year.

Interest income for the quarter decreased to $1.4 million compared to $6.4 million during the same period last year. The decrease was attributable to a lower average rate of return on investments compared to last year. For Fiscal 2008, interest income decreased to $11.4 million compared to $18.8 million last year.

The effective tax rate for the fourth quarter was 45.7% compared to 36.9% for the Fiscal 2007 comparable period. The fourth quarter tax rate reflects a charge of $9.9 million to tax expense as a result of the Chairman and Chief Executive Officer’s new employment agreement, which pursuant to section 162(m) results in the exclusion of previously recognized tax benefits. Under the previous employment agreement, the Company recorded deferred tax assets based on the anticipated delivery of benefits to the CEO in the calendar year following the year of his retirement. As a result of the new employment agreement, the CEO receives the benefits during his employment; therefore the expected tax benefits will no longer be available. For Fiscal 2008, the effective tax rate was 39.6% compared to 37.4% for Fiscal 2007.

2009 Outlook

The Company anticipates a difficult selling environment to persist throughout 2009 and believes there may be significant volatility in sales levels. Due to the current economic conditions, and in particular, their impact on sales trends, the Company is not providing EPS guidance for Fiscal 2009.

Based on current lease commitments, the Company expects total capital expenditures to be in the range of $165 to $175 million, including $120 to $125 million related to new stores, store refreshes and remodels, and $45 to $50 million related to information technology, distribution center and other home office projects. The Company is also in active discussions with regard to additional store openings in Europe.

The flagship openings to which the Company is committed in 2009 include Hollister Co. in Soho, Abercrombie & Fitch and abercrombie in Milan and Abercrombie & Fitch in Tokyo. The Company now expects the Abercrombie & Fitch flagship in Copenhagen and the abercrombie flagship in New York to open in 2010.

The Company also confirmed it is in an on-going process of reviewing operating expenses, and has already implemented a number of cost reduction actions.

Other Developments

The Board of Directors declared a quarterly cash dividend of $0.175 per share on the Class A Common Stock of Abercrombie & Fitch Co. payable on March 17, 2009 to shareholders of record at the close of business on February 27, 2009.

The Company operated 352 Abercrombie & Fitch stores, 210 abercrombie stores, 507 Hollister Co. stores, 28 RUEHL stores and 14 Gilly Hicks stores in the United States at the end of fiscal January. The Company operates three Abercrombie & Fitch stores, two abercrombie stores and five Hollister Co. stores in Canada, and one Abercrombie & Fitch store and three Hollister Co. stores in the United Kingdom. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.RUEHL.com and www.gillyhicks.com.

Today at 8:30 AM, Eastern Time, the Company will conduct a conference call. Management will discuss the Company’s performance, its plans for the future and will accept questions from participants. To listen to the live conference call, dial (888) 737-3662 or internationally at (913) 312-9321. To listen via the internet, go to www.abercrombie.com, select the Investors page and scroll through the Calendar of Events. Replays of the call will be available shortly after its completion. The audio replay can be accessed for two weeks following the reporting date by calling (888) 203-1112 or internationally at (719) 457-0820 followed by the conference ID number 6647238; or for 12 months by visiting the Company’s website at www.abercrombie.com.

# # # #


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

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

A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OEPRATIONS” in “ITEM 2. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995” of A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 1, 2008, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2009 Fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; the impact of competition and pricing; changes in weather patterns; postal rate increases and changes; paper and printing costs; market price of key raw materials; ability to source product from its global supplier base; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; ability to hire, train and retain associates; and the outcome of pending litigation. 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 Press Release 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 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.

# # # #

Condensed Consolidated Balance Sheets
(in thousands)


	(Unaudited)
	January 31, 2009		February 2, 2008

ASSETS

Current Assets
Cash and Equivalents	$	522,122	$	118,044
Marketable Securities		—		530,486
Receivables		53,110		53,801
Inventories		372,422		333,153
Deferred Income Taxes		43,408		36,128
Other Current Assets		93,763		68,643


Total Current Assets		1,084,825		1,140,255

Property and Equipment, Net		1,398,655		1,318,291

Marketable Securities		229,081		—

Other Assets		135,620		109,052


TOTAL ASSETS	$	2,848,181	$	2,567,598


LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accounts Payable and Outstanding Checks	$	149,753	$	151,798
Accrued Expenses		241,231		280,910
Deferred Lease Credits		42,358		37,925
Income Taxes Payable		16,455		72,480


Total Current Liabilities		449,797		543,113

Long-Term Liabilities
Deferred Income Taxes		34,085		22,491
Deferred Lease Credits		211,978		213,739
Debt		100,000		—
Other Liabilities		206,743		169,942


Total Long-Term Liabilities		552,806		406,172

Total Shareholders’ Equity		1,845,578		1,618,313


TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,848,181	$	2,567,598

Abercrombie & Fitch Co.
Condensed Consolidated Statements of Income
(Unaudited)
Thirteen Weeks Ended January 31, 2009 and Thirteen Weeks Ended February 2, 2008
(in thousands, except per share data)


	ACTUAL						ACTUAL
	2008			% of Sales			2007			% of Sales

Net Sales	$	997,955			100.0	%	$	1,228,969			100.0	%

Cost of Goods Sold		355,341			35.6	%		403,352			32.8	%


Gross Profit		642,614			64.4	%		825,617			67.2	%

Total Stores and Distribution Expense		422,459			42.3	%		388,421			31.6	%

Total Marketing, General and Administrative Expense		100,978			10.1	%		103,147			8.4	%

Other Operating Income, Net		(5,468	)		-0.5	%		(3,019	)		-0.2	%


Operating Income		124,645			12.5	%		337,068			27.4	%

Interest Income, Net		(1,419	)		-0.1	%		(6,356	)		-0.5	%


Income Before Income Taxes		126,064			12.6	%		343,424			27.9	%

Income Tax Expense		57,657			5.8	%		126,668			10.3	%

Effective Rate		45.7	%					36.9	%


Net Income	$	68,407			6.9	%	$	216,756			17.6	%


Net Income Per Share:
Basic	$	0.79					$	2.52
Diluted	$	0.78					$	2.40

Weighted-Average Shares Outstanding:
Basic		87,052						86,122
Diluted		88,258						90,235

Abercrombie & Fitch Co.
Condensed Consolidated Statements of Income
(Unaudited)
Fifty-Two Weeks Ended January 31, 2009 and Fifty-Two Weeks Ended February 2, 2008
(in thousands, except per share data)


	ACTUAL						ACTUAL
	2008			% of Sales			2007			% of Sales

Net Sales	$	3,540,276			100.0	%	$	3,749,847			100.0	%

Cost of Goods Sold		1,178,584			33.3	%		1,238,480			33.0	%


Gross Profit		2,361,692			66.7	%		2,511,367			67.0	%

Total Stores and Distribution Expense		1,511,511			42.7	%		1,386,846			37.0	%

Total Marketing, General and Administrative Expense		419,659			11.9	%		395,758			10.6	%

Other Operating Income, Net		(8,864	)		-0.3	%		(11,734	)		-0.3	%


Operating Income		439,386			12.4	%		740,497			19.7	%

Interest Income, Net		(11,382	)		-0.3	%		(18,828	)		-0.5	%


Income Before Income Taxes		450,768			12.7	%		759,325			20.2	%

Income Tax Expense		178,513			5.0	%		283,628			7.6	%

Effective Rate		39.6	%					37.4	%


Net Income	$	272,255			7.7	%	$	475,697			12.7	%


Net Income Per Share:
Basic	$	3.14					$	5.45
Diluted	$	3.05					$	5.20

Weighted-Average Shares Outstanding:
Basic		86,816						87,248
Diluted		89,291						91,523

Exhibit 99.2

ABERCROMBIE & FITCH
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, RATIOS AND STORE DATA)


PERIOD	2005							2006							2007							2008
								(53 week year)
	(% Change)				(Total)			(% Change)				(Total)			(% Change)				(Total)			(% Change)				(Total)
1. Sales	(Comp Stores)				(% Change)			(Comp Stores)				(% Change)			(Comp Stores)				(% Change)			(Comp Stores)				(% Change)
1st Qtr		19	%	546,810		33	%		6	%	657,271		20	%		-4	%	742,410		13	%		-3	%	800,178		8	%
2nd Qtr		30	%	571,591		42	%		0	%	658,696		15	%		-2	%	804,538		22	%		-4	%	845,799		5	%
3rd Qtr		25	%	704,918		35	%		5	%	863,448		22	%		1	%	973,930		13	%		-14	%	896,344		-8	%
4th Qtr		28	%	961,392		40	%		-3	%	1,138,744		18	%		-1	%	1,228,969		8	%		-25	%	997,955		-19	%

Year		26	%	2,784,711		38	%		2	%	3,318,158		19	%		-1	%	3,749,847		13	%		-13	%	3,540,276		-6	%
6 Mos		24	%	1,118,401		38	%		3	%	1,315,967		18	%		-3	%	1,546,948		18	%		-4	%	1,645,977		6	%
9 Mos		24	%	1,823,319		37	%		4	%	2,179,415		20	%		-1	%	2,520,878		16	%		-8	%	2,542,321		1	%

2. Cost of Goods Sold					(% of Sales)							(% of Sales)							(% of Sales)							(% of Sales)
1st Qtr				189,558		34.7	%				227,355		34.6	%				255,141		34.4	%				266,012		33.2	%
2nd Qtr				181,931		31.8	%				203,438		30.9	%				251,100		31.2	%				252,830		29.9	%
3rd Qtr				239,832		34.0	%				295,250		34.2	%				328,887		33.8	%				304,401		34.0	%
4th Qtr				321,974		33.5	%				383,109		33.6	%				403,352		32.8	%				355,341		35.6	%

Year				933,295		33.5	%				1,109,152		33.4	%				1,238,480		33.0	%				1,178,584		33.3	%
6 Mos				371,489		33.2	%				430,793		32.7	%				506,241		32.7	%				518,842		31.5	%
9 Mos				611,321		33.5	%				726,043		33.3	%				835,128		33.1	%				823,243		32.4	%

3. Gross Profit					(% of Sales)							(% of Sales)							(% of Sales)							(% of Sales)
1st Qtr				357,252		65.3	%				429,915		65.4	%				487,269		65.6	%				534,166		66.8	%
2nd Qtr				389,660		68.2	%				455,258		69.1	%				553,438		68.8	%				592,969		70.1	%
3rd Qtr				465,086		66.0	%				568,198		65.8	%				645,043		66.2	%				591,943		66.0	%
4th Qtr				639,418		66.5	%				755,635		66.4	%				825,617		67.2	%				642,614		64.4	%

Year				1,851,416		66.5	%				2,209,006		66.6	%				2,511,367		67.0	%				2,361,692		66.7	%
6 Mos				746,912		66.8	%				885,173		67.3	%				1,040,707		67.3	%				1,127,135		68.5	%
9 Mos				1,211,998		66.5	%				1,453,372		66.7	%				1,685,750		66.9	%				1,719,078		67.6	%

Q4 2006 Results are based on 14-week quarter

ABERCROMBIE & FITCH
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, RATIOS AND STORE DATA)


PERIOD	2005						2006						2007						2008
							(53 week year)
4. Total Stores and Distribution Expense				(% of Sales)						(% of Sales)						(% of Sales)						(% of Sales)
1st Qtr		222,223			40.6	%		258,352			39.3	%		308,238			41.5	%		341,788			42.7	%
2nd Qtr		232,097			40.6	%		270,494			41.1	%		334,417			41.6	%		360,719			42.6	%
3rd Qtr		252,947			35.9	%		308,456			35.7	%		355,770			36.5	%		386,545			43.1	%
4th Qtr		293,488			30.5	%		349,770			30.7	%		388,421			31.6	%		422,459			42.3	%

Year		1,000,755			35.9	%		1,187,071			35.8	%		1,386,846			37.0	%		1,511,511			42.7	%
6 Mos		454,320			40.6	%		528,846			40.2	%		642,655			41.5	%		702,507			42.7	%
9 Mos		707,267			38.8	%		837,302			38.4	%		998,425			39.6	%		1,089,052			42.8	%

5. Total Marketing, General and Administrative Expense				(% of Sales)						(% of Sales)						(% of Sales)						(% of Sales)
1st Qtr		67,146			12.3	%		89,699			13.6	%		90,175			12.1	%		104,698			13.1	%
2nd Qtr		67,884			11.9	%		85,340			13.0	%		98,440			12.2	%		109,024			12.9	%
3rd Qtr		97,644			13.9	%		97,167			11.3	%		103,996			10.7	%		104,959			11.7	%
4th Qtr		80,783			8.4	%		101,623			8.9	%		103,147			8.4	%		100,978			10.1	%

Year		313,457			11.3	%		373,828			11.3	%		395,758			10.6	%		419,659			11.9	%
6 Mos		135,030			12.1	%		175,039			13.3	%		188,615			12.2	%		213,722			13.0	%
9 Mos		232,674			12.8	%		272,206			12.5	%		292,611			11.6	%		318,681			12.5	%

6. Other Operating Income, Net				(% of Sales)						(% of Sales)						(% of Sales)						(% of Sales)
1st Qtr		(406	)		-0.1	%		(2,121	)		-0.3	%		(3,854	)		-0.5	%		(2,941	)		-0.4	%
2nd Qtr		(1,408	)		-0.2	%		(3,005	)		-0.5	%		(3,551	)		-0.4	%		(754	)		-0.1	%
3rd Qtr		(1,379	)		-0.2	%		(266	)		0.0	%		(1,310	)		-0.1	%		299			0.0	%
4th Qtr		(2,341	)		-0.2	%		(4,592	)		-0.4	%		(3,019	)		-0.2	%		(5,468	)		-0.5	%

Year		(5,534	)		-0.2	%		(9,983	)		-0.3	%		(11,734	)		-0.3	%		(8,864	)		-0.3	%
6 Mos		(1,814	)		-0.2	%		(5,126	)		-0.4	%		(7,405	)		-0.5	%		(3,695	)		-0.2	%
9 Mos		(3,193	)		-0.2	%		(5,392	)		-0.2	%		(8,715	)		-0.3	%		(3,396	)		-0.1	%

Q4 2006 Results are based on 14-week quarter

ABERCROMBIE & FITCH
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, RATIOS AND STORE DATA)


PERIOD	2005						2006						2007						2008
							(53 week year)
7. Operating Income				(% of Sales)						(% of Sales)						(% of Sales)						(% of Sales)
1st Qtr		68,289			12.5	%		83,985			12.8	%		92,710			12.5	%		90,621			11.3	%
2nd Qtr		91,087			15.9	%		102,429			15.6	%		124,132			15.4	%		123,980			14.7	%
3rd Qtr		115,874			16.4	%		162,841			18.9	%		186,587			19.2	%		100,140			11.2	%
4th Qtr		267,488			27.8	%		308,834			27.1	%		337,068			27.4	%		124,645			12.5	%

Year		542,738			19.5	%		658,090			19.8	%		740,497			19.7	%		439,386			12.4	%
6 Mos		159,376			14.3	%		186,415			14.2	%		216,842			14.0	%		214,601			13.0	%
9 Mos		275,250			15.1	%		349,256			16.0	%		403,429			16.0	%		314,741			12.4	%

8. Interest Income, Net				(% of Sales)						(% of Sales)						(% of Sales)						(% of Sales)
1st Qtr		(1,220	)		-0.2	%		(3,166	)		-0.5	%		(3,711	)		-0.5	%		(7,646	)		-1.0	%
2nd Qtr		(1,560	)		-0.3	%		(2,765	)		-0.4	%		(4,143	)		-0.5	%		(1,757	)		-0.2	%
3rd Qtr		(1,516	)		-0.2	%		(3,252	)		-0.4	%		(4,618	)		-0.5	%		(560	)		-0.1	%
4th Qtr		(2,376	)		-0.2	%		(4,714	)		-0.4	%		(6,356	)		-0.5	%		(1,419	)		-0.1	%

Year		(6,672	)		-0.2	%		(13,896	)		-0.4	%		(18,828	)		-0.5	%		(11,382	)		-0.3	%
6 Mos		(2,780	)		-0.2	%		(5,931	)		-0.5	%		(7,854	)		-0.5	%		(9,403	)		-0.6	%
9 Mos		(4,296	)		-0.2	%		(9,183	)		-0.4	%		(12,472	)		-0.5	%		(9,963	)		-0.4	%

9. Pre-tax Income				(% of Sales)						(% of Sales)						(% of Sales)						(% of Sales)
1st Qtr		69,509			12.7	%		87,151			13.3	%		96,421			13.0	%		98,267			12.3	%
2nd Qtr		92,647			16.2	%		105,194			16.0	%		128,275			15.9	%		125,737			14.9	%
3rd Qtr		117,390			16.7	%		166,093			19.2	%		191,205			19.6	%		100,700			11.2	%
4th Qtr		269,864			28.1	%		313,548			27.5	%		343,424			27.9	%		126,064			12.6	%

Year		549,410			19.7	%		671,986			20.3	%		759,325			20.2	%		450,768			12.7	%
6 Mos		162,156			14.5	%		192,346			14.6	%		224,696			14.5	%		224,004			13.6	%
9 Mos		279,546			15.3	%		358,439			16.4	%		415,901			16.5	%		324,704			12.8	%

Q4 2006 Results are based on 14-week quarter

ABERCROMBIE & FITCH
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, RATIOS AND STORE DATA)


PERIOD	2005					2006					2007					2008
						(53 week year)
10. Taxes			(Tax Rate)					(Tax Rate)					(Tax Rate)					(Tax Rate)
1st Qtr		29,150		41.9	%		30,911		35.5	%		36,340		37.7	%		36,151		36.8	%
2nd Qtr		35,246		38.0	%		39,472		37.5	%		47,000		36.6	%		47,905		38.1	%
3rd Qtr		45,790		39.0	%		64,062		38.6	%		73,620		38.5	%		36,800		36.5	%
4th Qtr		105,240		39.0	%		115,356		36.8	%		126,668		36.9	%		57,657		45.7	%

Year		215,426		39.2	%		249,800		37.2	%		283,628		37.4	%		178,513		39.6	%
6 Mos		64,396		39.7	%		70,383		36.6	%		83,340		37.1	%		84,056		37.5	%
9 Mos		110,186		39.4	%		134,445		37.5	%		156,960		37.7	%		120,856		37.2	%

11. Net Income			(% of Sales)					(% of Sales)					(% of Sales)					(% of Sales)
1st Qtr		40,359		7.4	%		56,240		8.6	%		60,081		8.1	%		62,116		7.8	%
2nd Qtr		57,401		10.0	%		65,722		10.0	%		81,275		10.1	%		77,832		9.2	%
3rd Qtr		71,600		10.2	%		102,031		11.8	%		117,585		12.1	%		63,900		7.1	%
4th Qtr		164,624		17.1	%		198,192		17.4	%		216,756		17.6	%		68,407		6.9	%

Year		333,984		12.0	%		422,186		12.7	%		475,697		12.7	%		272,255		7.7	%
6 Mos		97,760		8.7	%		121,963		9.3	%		141,356		9.1	%		139,948		8.5	%
9 Mos		169,360		9.3	%		223,994		10.3	%		258,941		10.3	%		203,848		8.0	%

12. Net Income			(% Increase)					(% Increase)					(% Increase)					(% Increase)
1st Qtr		40,359		37.7	%		56,240		39.3	%		60,081		6.8	%		62,116		3.4	%
2nd Qtr		57,401		33.8	%		65,722		14.5	%		81,275		23.7	%		77,832		-4.2	%
3rd Qtr		71,600		79.4	%		102,031		42.5	%		117,585		15.2	%		63,900		-45.7	%
4th Qtr		164,624		57.9	%		198,192		20.4	%		216,756		9.4	%		68,407		-68.4	%

Year		333,984		54.4	%		422,186		26.4	%		475,697		12.7	%		272,255		-42.8	%
6 Mos		97,760		35.4	%		121,963		24.8	%		141,356		15.9	%		139,948		-1.0	%
9 Mos		169,360		51.1	%		223,994		32.3	%		258,941		15.6	%		203,848		-21.3	%

13. Net Income per Diluted Share			(% Increase)					(% Increase)					(% Increase)					(% Increase)
1st Qtr	$	0.45		50.0	%	$	0.62		37.8	%	$	0.65		5.0	%	$	0.69		6.2	%
2nd Qtr	$	0.63		43.2	%	$	0.72		14.4	%	$	0.88		22.2	%	$	0.87		-1.1	%
3rd Qtr	$	0.79		88.1	%	$	1.11		40.5	%	$	1.29		16.2	%	$	0.72		-44.2	%
4th Qtr	$	1.80		56.5	%	$	2.14		18.9	%	$	2.40		12.1	%	$	0.78		-67.5	%

Year	$	3.66		60.5	%	$	4.59		25.4	%	$	5.20		13.3	%	$	3.05		-41.3	%
6 Mos	$	1.07		44.6	%	$	1.34		25.2	%	$	1.53		14.2	%	$	1.55		1.3	%
9 Mos	$	1.87		61.2	%	$	2.44		30.5	%	$	2.82		15.6	%	$	2.27		-19.5	%

Q4 2006 Results are based on 14-week quarter

ABERCROMBIE & FITCH
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, RATIOS AND STORE DATA)


PERIOD	2005					2006					2007					2008
						(53 week year)
14. Weighted-Average Shares Outstanding (Diluted)
1st Qtr		89,800					91,327					92,292					90,138
2nd Qtr		91,501					91,178					92,294					89,963
3rd Qtr		90,458					92,146					91,133					88,806
4th Qtr		91,275					92,572					90,235					88,258

Year		91,221					92,010					91,523					89,291
6 Mos		90,946					91,274					92,369					90,051
9 Mos		90,422					91,675					91,937					89,636

15. Actual Shares Outstanding — End of Period
1st Qtr		86,324					87,958					87,867					86,446
2nd Qtr		88,707					88,038					88,292					86,999
3rd Qtr		87,606					88,192					86,050					87,048
4th Qtr		87,726					88,300					86,156					87,055

16. Number of Stores — End of Period			(% Increase)					(% Increase)					(% Increase)					(% Increase)
1st Qtr		783		10.9	%		846		8.0	%		954		12.8	%		1,047		9.7	%
2nd Qtr		804		10.6	%		880		9.5	%		984		11.8	%		1,081		9.9	%
3rd Qtr		820		7.3	%		912		11.2	%		1,014		11.2	%		1,106		9.1	%
4th Qtr		851		8.0	%		944		10.9	%		1,035		9.6	%		1,125		8.7	%

17. Gross Square Feet — End of Period			(% Increase)					(% Increase)					(% Increase)					(% Increase)
1st Qtr		5,573		10.0	%		5,974		7.2	%		6,774		13.4	%		7,437		9.8	%
2nd Qtr		5,674		9.3	%		6,220		9.6	%		6,994		12.4	%		7,674		9.7	%
3rd Qtr		5,789		6.4	%		6,441		11.3	%		7,188		11.6	%		7,858		9.3	%
4th Qtr		6,025		7.8	%		6,694		11.1	%		7,337		9.6	%		8,023		9.3	%

Q4 2006 Results are based on 14-week quarter

Exhibit 99.3

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

CORPORATE PARTICIPANTS

Jonathan Ramsden
Abercrombie & Fitch Co. — CFO

Mike Jeffries
Abercrombie & Fitch Co. — Chairman, CEO

Brian Logan
Abercrombie & Fitch Co. — Senior Director of IR

Eric Cerny
Abercrombie & Fitch Co. — Manager, IR

CONFERENCE CALL PARTICIPANTS

Jeff Klinefelter
Piper Jaffray — Analyst

Dana Telsey
Telsey Advisory Group — Analyst

Christine Chen
Needham and Company — Analyst

Janet Kloppenburg
JJK Research — Analyst

Paul Lejuez
Credit Suisse — Analyst

Lorraine Maikis Hutchison
Merrill Lynch — Analyst

Randy Konik
Jefferies — Analyst

Kimberly Greenberger
Citigroup — Analyst

Michelle Tan
Goldman Sachs — Analyst

Jeff Black
Barclays Capital — Analyst

Brian Tunick
JPMorgan — Analyst

Liz Dunn
Thomas Weisel — Analyst

Adrienne Tennant
Friedman, Billings, Ramsey — Analyst

Jennifer Black
Jennifer Black and Associates — Analyst

Linda Tsai
MKM Partners — Analyst

Howard Tubin
RBC Capital Markets — Analyst

Robin Murchison
SunTrust — Analyst

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

PRESENTATION

Operator

Good day, everyone, and welcome to the Abercrombie and Fitch fourth quarter earnings results conference call. Today’s conference is being recorded. (Operator Instructions) We’ll open the call to take your questions at the end of the presentation. We ask that you limit yourself to one question during the question-and-answer session.

At this time I’d like to turn the conference call over to the Chief Financial Officer, Mr. Jonathan Ramsden. Mr. Ramsden, lease go ahead, sir.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Good morning, everyone, and welcome to our fourth-quarter earnings call. Early this morning we released our fourth-quarter sales and earnings, balance sheet, income statement, and an updated financial history. Please free to reference these materials which are available on our website.

This call is being recorded and the replay may be accessed through the Internet at Abercrombie.com. Before we begin I remind you that any forward statements we may make today are subject to the Safe Harbor statement found in our SEC filings. Today’s earnings call will be limited to one hour. We’ll begin the call with a few brief remarks from Mike Jeffries followed by a review of the financial performance in the quarter from Brian Logan and myself. After our prepared comments we will be available to take your questions for as long as time permits. Please limit yourself to one question so that we can speak with as many callers as possible. Now to Mike.

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

Good morning, and thank you for joining us today. Jonathan, it is really great to have you on board. We believe the fourth quarter of 2008 will go down in history as one of the biggest retail nightmares. It certainly will for me. We saw malls dominated by promotional activity, consumers who continued to show reluctance to spend, especially for premium brands, and unprecedented volatility in the economy.

In this context, particularly given our position as an aspirational brand, we’re satisfied with our results for the quarter. We reacted to the environment by cutting back on expenses. We used markdowns to clear through seasonal inventory. We reduced capital expenditures by scaling back on our domestic expansion and ended with a strong cash position. Most importantly, we executed our strategy in a way that enabled us to protect our brands. As a result of these actions, comparable store sales, ending inventory levels and our earnings-per-share excluding the effect of one-time items were favorable to the guidance we provided in November. Jonathan and Brian will provide more information on our financial results in a moment.

As we look toward 2009, I want to make a number of points about how we are going to manage our business. One, we are going to protect the brands. Two, we are going to preserve cash. Three, we’re going to push international growth and all of this in a seasoned, disciplined and controlled way.

First, we remain committed to protecting our brands, the cornerstone of a successful and profitable business model and, therefore, vital to long-term shareholder value. Our commitment to providing trend-right, high-quality merchandise has never been stronger than it is today. We will continue to push forward on quality, improve quality, even as others remove quality from their product. We constantly obsess about discovering what is next and will continue to improve on our ability to offer a compelling product assortment.

Second, we will preserve cash. We remain committed to managing our operating expenses. We have already undertaken a number of cost-saving initiatives and we will continue to look for additional opportunities. These efforts are directed toward ensuring we are operating in the most efficient and effective manner. We will continue to be mindful of our capital expenditures and manage them with a seasoned and disciplined approach.

Lastly, we continue to be encouraged with the results of our international expansion and are moving forward with our plans to bring our brands to the rest of the world. The Abercrombie & Fitch flagship performance continues to be phenomenal. We anxiously await the opening of additional flagships in the second half of 2009. In the Hollister Soho flagship this summer. The Hollister U.K. mall-based stores continue to outperform our expectations. We believe we have opportunity to grow that concept this year. We will continue to approach our international expansion with the discipline that the current environment requires and will proceed at a pace with which we feel comfortable.

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Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

Having said all of this, we will continue to focus on our long-term objectives while seeking to maintain flexibility to respond to market conditions as we clearly demonstrated in the fourth quarter. I want to tell you that during this time of unprecedented turmoil, I am completely confident in our approach and our ability to manage and control this business. Our brands are some of the most sought-after in all of retail. We have one of the strongest balance sheets in the industry and the passion and energy of the A&F associates is unmatched. With these things in mind, we will continue to strengthen our brands and to be well-positioned for more promising times. With that, I will hand the call back to Jonathan but will be available to answer your questions later.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Thanks, Mike. Excuse me. While the current environment is proving to be extremely volatile as Mike said, we’re satisfied with our ability to manage the business through the past quarter and provide results slightly above estimates provided in November excluding the effect of the impairment and tax charges. Net sales for the quarter decreased to $989 million, our total comparable stores decline of 25% was slightly better than we had anticipated driven by the combination of stronger post Christmas business, a trend that has increased in recent years and season-ending clearance markdowns.

Our gross profit rate in the fourth quarter was 64.4% down 280 basis points from last year as a result of a higher markdown rate. We implemented cost reductions during the quarter which resulted in total operating expenses excluding the asset impairment charge in line with 2007. Excluding the asset impairment and tax charges net income per diluted share was $1.10 and somewhat above the high end of the range we provided in November. As we move forward into 2009, from a financial standpoint, we will be focusing on the following. Firstly, IMU and gross margin. Secondly, continuing with a rigorous review of all of our operating expenses both to achieve absolute expense reductions and to have a more flexible cost base. These efforts will be ongoing in 2009 and beyond. Thirdly, restoring our historical alignment of inventory with sales. Lastly, as we execute new deals in connection with our international expansion, we want to ensure we’re getting the best deals we possibly can, taking advantage of the strength of our brands, the very strong initial reaction to our openings in the U.K. and favorable conditions from a real estate perspective.

In other words, our focus is going to be on getting the best possible deals done rather than on maximizing the number of deals. In all of the above, we are going to take a conservative view of market conditions and not rely on a strong economic recovery to restore our operating margins.

Coming on to our specific plans for new-store openings in 2009, our store growth for the year will be focused on international opportunities. Based on current firm lease commitments we expect total capital expenditures to be in the range of 165 million to $175 million including 45 million to $50 million for IT, distribution center and home office projects and 120 million to $125 million related to new stores, store refreshes and remodels. Domestically in addition to the Hollister flagship in Soho, we have firm commitments to open nine stores in 2009. These commitments include two Abercrombie stores, four Hollister stores, two Gilly Hicks stores, one (inaudible) store.

Internationally we have existing firm commitments to open two mall-based U.K. Hollister stores in addition to the two already opened and one Canadian Abercrombie store. Due to the success of introducing Hollister in the U.K. we’re in active discussions with regard to additional store openings in Europe. Our current best estimate is that we’ll open approximately 10 additional stores by the end of 2009. We remain on track an Abercrombie & Fitch & Abercrombie flagships in Milan in November and an Abercrombie & Fitch flagship in Tokyo in December. At this point we expect that the A&F flagship in Copenhagen and the Abercrombie flagship in New York will not open until 2010.

With regard to operating expenses, as we have previously stated we have implemented a significant number of cost reduction initiatives in both stores and the home office. With regard to MG&A specifically we’re confident that these initiatives will result in expenses below 2008 levels. These expense reduction efforts will be ongoing and will be responsive to the overall sales trend of the business. We expect that a difficult selling environment will persist throughout 2009 due to the current economic conditions and in particular their impact on sales trends, we believe that providing specific EPS guidance at this point would be, to borrow a phrase from a fellow retailer, an exercise in false precision. We’ll continue to provide monthly sales reports as in the past. Now to Brian who’ll provide a more detailed update on our fourth quarter financial quarter.

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

Thanks, Jonathan and good morning. Fiscal 2008 fourth quarter net sales for the 13 weeks ended January 31, 2009, decreased 19% to $998 million from $1.23 billion for the 13 weeks ended February 2, 2008. Fourth quarter direct to consumer net sales decreased 12% to $95.1 million. Total Company comparable store sales decreased 25%. Average transaction value per store decreased 25% and average transaction value decreased 1% compared to last year.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

One contributing factor in the decline in comparable store sales during the quarter was a lessening benefit from the 5th Avenue flagship and U.S. based tourist store. From a merchandise classification standpoint for the total Company, the masculine categories continue to outpace the feminine categories as male comparable store sales decrease by a low teen while female comparable store sales decreased by a low 30. On the male side denim, knit tops and fragrance were strongest while graphic Tee’s and fleece were weakest. On the female side knit tops, fleece, and graphic Tee’s were the primary drivers of the female comparable store sales result. For the fiscal year ended January 31, 2009, net sales decreased 6% to $3.54 billion from $3.75 billion for the fiscal year ended February 2, 2008. For the year, comparable store sales decreased 13%, transactions per store decreased 16% and average transaction value increased 2%.

Fiscal 2008 direct to consumer net sales increased 5% to $271 million. The fourth quarter gross profit rate was 64.4%, down 280 basis points compared to last year. An increase in the initial mark-up rate was more than offset by an increase in the markdown rate versus last year. As noted during the third quarter call, the Company anticipated that a higher markdown rate would be required in order to clear through seasonal merchandise as a result of the declining sales trend and our limited ability to further reduce fourth quarter deliveries. For the year the gross profit rate was 66.7% down 30 basis points comparable to fiscal 2007. The decrease reflects the higher mark down rate in the fourth quarter.

We ended the fourth quarter with inventory per gross square foot at cost up 2% as compared to the previous year which was slightly better than the guidance given during the third quarter call. As noted during the third quarter call, the increase in inventory at the end of the fourth quarter was a result of increase in basic categories such as denim and polos. While seasonal fashion categories were down. A top priority in the first quarter of 2009 will be to reduce inventory levels to be in line with the sales decline. Stores and distribution expense for the quarter as a percentage of sales decreased 10.7 percentage points to 42.3% versus 31.6% last year.

Although we introduced a number of initiatives to reduce store payroll hours in response to the declining sales, the increase in rate versus last year is primarily attributed to the limitation on leveraging fixed expenses due to the comparable store sales decline. This year’s stores and distribution expense also included a non-cash impairment charge of $30.6 million as it was determined that the carrying amount of assets related to 11 Abercrombie & Fitch, 6 Abercrombie, 3 Hollister, and 9 RUEHL stores exceeded the fair value of those assets. The majority of the $30.6 million impairment charge is associated with the 9 RUEHL stores.

For the year stores and distribution expense as a percentage of sales increased 5.7 percentage points to 42.7% versus 37% last year. The increase in rate primarily reflects this year’s negative 13% comparable store sales result. For the fourth quarter marketing, general and administrative expense was $101 million, down 2% versus last year’s expense of $103.1 million. The reduction in expense includes savings and incentive compensation and benefits, travel and outside services. As a percentage of sales, MG&A increased to 1.7 percentage points to 10.1% from 8.4% last year.

For the year marketing, general and administrative expense was $419.7 million, up 6% versus last year’s expense of $395.8 million. The increase in expense reflects investments in home office resources for flagship and international expansion, partially offset by fourth quarter savings. The effective tax rate for the fourth quarter was 45.7% compared to 36.9% for the fourth quarter of 2007.

This year’s tax rate reflects $9.9 million in expense associated with the execution of Chairman and Chief Executive Officers new employment agreement which pursuant to section 162-M results in the exclusion of previously recognized tax benefits. Under the previous employment agreement the Company recorded deferred tax assets based on the anticipated delivery of benefits to the CEO in the calendar year following the year after his retirement. As a result of the new employment agreement, the CEO received the benefits during his employment, therefore, the expected tax benefits will no longer be available. The effective tax rate for fiscal 2008 was 39.6% compared to 37.4% for fiscal 2007. Net income for the fourth quarter was $68.4 million versus $216.8 million last year. Fourth quarter net income per diluted share was $0.78 including charges of $0.32 versus net income per diluted share of $2.40 last year. Net income for fiscal 2008 was $272.3 million versus $475.7 million last year. Fiscal 2008 net income per diluted share was $3.05 versus $5.20 last year.

For fiscal 2008, store square footage grew by approximately 9%. Through the addition of 90 new domestic stores and seven new international stores, consisting of two Abercrombie & Fitch, 12 Abercrombie, 66 Hollister, 6 RUEHL, 11 Gilly Hicks stores including two Abercrombie and two Hollister stores in Canada and three Hollister stores in the United Kingdom. We ended fiscal 2008 with a total of 356 Abercrombie and Fitch, 212 Abercrombie, 515 Hollister, 28 RUEHL, and 14 Gilly Hicks stores including 3 Abercrombie & Fitch, 2 Abercrombie, and 5 Hollister stores in Canada and 1 Abercrombie & Fitch and 3 Hollister stores in the United Kingdom.

Fiscal 2008 capital expenditures were approximately $370 million which was lower than previously guided. Reduction is due to the delay in the opening of the Abercrombie & Fitch Copenhagen flagship and the Abercrombie 5th Avenue flagship until 2010 and the scaling back of new U.S. mall-based stores.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

This now concludes our prepared comments section of the call, and we’re now available to take your questions. Please limit yourself to one question so we make speak with as many callers as possible. After everyone has a chance we will be happy to take follow-up questions. Thank you.

QUESTION AND ANSWER

Operator

(Operator Instructions) For our first question we go to Jeff Klinefelter with Piper Jaffray.

Jeff Klinefelter — Piper Jaffray — Analyst

Congratulations to everyone on a real tough market putting up those results for the fourth quarter.

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

Thank you, Jeff.

Jeff Klinefelter — Piper Jaffray — Analyst

I wanted to speak to you a little bit about ‘09. I certainly can appreciate not providing guidance which seems prudent at this point. And thank you for your CapEx visibility but can you help just us a little bit with how to think about your line items on your income statement in particularly the S&D in terms of the relationship between the top line, we can see what happened in 2008 and since all of us do have to approach some sort of modeling criteria for ‘09, how should we think about the relationship of S&D and your ability to cut that back further or where your leverage points are and just one other thing is in other income, if you could just help us understand what’s in that $5 million bucket in Q4. Thank you.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Thanks, Jeff. I’ll come to your S&D question in a second. I guess with regard to MG&A expense, as we said, we’re very confident that that’s going to be below 2008 levels because that’s directly under our control. It doesn’t necessarily vary dollar for dollar with sales. For stores and distribution expenses for any given level of sales, we’re implementing reductions in that category. It’s tough to give a specific commitment on that because that doesn’t in part vary somewhat with sales but what we can say is we’re very focused on that and for any given level of sales we believe that our expense will be lower than it would have been previously.

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

Jeff, in regards to the other income line, the amount that you’re seeing in the fourth quarter primarily relates to gift cards. This is give the cards that have been deemed — that redemption will be remote and it’s something that we do on a quarterly basis. The fourth quarter obviously tends to be a little bit bigger because historically that’s when a large percentage of gift cards are generally purchased.

Operator

For our next question we go to Dana Telsey with the Telsey Advisory Group.

Dana Telsey — Telsey Advisory Group — Analyst

Good morning, everyone. Can you talk a little bit about, as you think about each brand, how are you thinking about the positioning of the brand whether it’s with IMU in this environment with potential markdown rates that could occur, is there any different way you’re looking at it, thinking about it whether it’s pricing, whether it’s styling and also flow of product? Thank you.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

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

We have — as I went to the — my first statement protecting the brands is our priority in this environment as in any. And we’re working very hard for better quality and, in fact, better trend. And we’re starting to see some better trend product in women’s tops which has been a real priority of ours. It doesn’t look as if we are going to have a major trend to report in women’s tops, but there are a number of different things happening. And we hope to see more improvement in that assortment as the season proceeds. We continue to push for high IMU. We have looked at pricing particularly in the Hollister and the girls kids brands and have reduced some of those retails. Those actions will produce some IMU pressure for the first half of the year but we think it is the right thing to do for those brands. However, we will continue to operate at good levels of gross margin. I think that’s the only guidance I can give you.

Operator

We go next to Christine Chen with Needham and Company.

Christine Chen — Needham and Company — Analyst

Thank you for taking my question. Good morning. Wondering if you could talk a little bit about the learnings that you’ve had from Gilly Hicks now that it’s been opened for about a year. What’s working and what you’d like to improve on?

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

Sure, that’s a great question, Christine. We’re very pleased with the performance of Gilly Hicks. It’s too early to report on any details there. As we have said in prior calls, the at-home portion of the business opened and is continually successful in the business. The areas that we have to fill as a mature business are bras and underwear. We have made more progress in bras, establishing the base of the business. We’re very, very pleased with where we are on the growth curve there. We’re starting to see improvement in underwear. And we think we understand that business better than we have. Having said that, we’re very comfortable that both of those businesses are going to reach the levels that they need to on an average store basis in the time we’ve given them. The response to Gilly has been phenomenal. It’s been absolutely phenomenal from a consumer point of view, from landlord point of view, landlords around the world are dying to have Gilly in their malls. From an industry point of view, there is, in fact, a conversation in the apparel industry about the Gilly effect on intimate apparel. We’re thrilled with this business and see it playing a major role in our business at some time in the future. Thanks for the question.

Operator

And for our next question we go to Janet Kloppenburg with JJK Research.

Janet Kloppenburg — JJK Research — Analyst

Hi, Mike. Hi, Jonathan. Hi, Brian.

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

How are you.

Christine Chen — Needham and Company — Analyst

Good. How are you? Congratulations on bringing the quarter in and getting the inventories in much better shape. I do have a couple of questions. Jonathan, first of all, could you talk to us a little bit about the change in the expense structure given that the Abercrombie store and the Copenhagen store will not be opened this year, what effect that would have? And with respect to your cost savings implementations, in the fourth quarter were you able to effect all you wanted to or should we look for a bigger emphasis on cost reductions as we go through ‘09. And Michael, I am seeing a lot of trends change in your product and in the woman’s area. I’m pretty encouraged and I wondered if you could just highlight how some of the newness or the new women tops were performing? Thanks very much.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Good morning, Janet. Brian will give you in a second the numbers in a second for preopening rent versus 2008 which bakes in the effect Copenhagen and kids. With regard to expenses overall, I would say what we did in the fourth quarter represented the savings that we could get to fairly immediately. I’m not going to say painlessly because when you let people go, it’s never painless. But they were savings that were — a lot of them were in MG&A. They were things we were able to get to fairly quickly. Going forward, I think the exercise is going to be one of looking more structurally at how we’re set up and we’re going to be kicking off that second phase pretty much immediately now and the effects of that are probably going to be harder to quantify and they’re going to come in over a longer-term time frame. We’re looking at it from a perspective of saying what’s it going to take to take without counting on a strong economic recovery to get back to what we would consider to be exceptional operating margins and that’s likely to require some fairly significant changes in our structure and cost basis so that’s the way we are going to be looking at it going forward.

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

Janet, from the preopening rent, obviously with the number of flagships that we have in line to open up in 2009, which includes Milan and Tokyo, in addition to that, we have the kid’s 5th Avenue Copenhagen which now is going to open in 2010 and then the Paris location. We will be incurring some incremental preopening rent charges this year. This would be incremental to what we incurred in 2008 of roughly about $20 million next year.

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

The answer to the tops question is that we are pushing newness as far as we can, and I think you’re seeing that in the assortments. The point is that you will see more and more newness as spring and summer proceed. There are hits in the stock, but it doesn’t look to us as if there’s going to be one major message that’s going to take us through the season. It’s going to be a series of smaller hits and that’s how our inventories are planned. We have a broader assortment in women’s tops than we’ve ever had and expect to see that through the year. We’re operating on shorter lead times than we have, running a very reactive and we think fashion-right business. Thanks, Janet.

Operator

We go next to Paul Lejuez with Credit Suisse.

Paul Lejuez — Credit Suisse — Analyst

Thanks, guys. Can you maybe share with us, Mike, Jonathan, what you think is the Hollister opportunity in the U.K. long-term and maybe just touch on what you’re thinking in terms of that business extending to the rest of Europe at some point? And also just wondering if you could share with us your latest thoughts on RUEHL and perhaps quantify how much it did drag you down in 2008? Thanks,.

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

The Hollister UK opportunity as we’re seeing it right now is 30 locations in the U.K. We are proceeding with that kind of a plan. The interesting conversation is the opportunity in Europe. We are negotiating for European sites. We believe that the brand has to be tested in other countries. That’s what we are going to do. However, we do believe that, the exciting thing about the U.K. performance of Hollister and it was clearly terrific and you all know that is those stores look just like stores in Columbus, Ohio or Omaha. We sell the same experience, the same merchandise to customers that are virtually the same, and we believe we are going to be able to take that around the world. That’s a very, very satisfying thing and significant thing that has happened to this Company in the last quarter. In terms of RUEHL we’ll give you the numbers. Do we have RUEHL numbers or can we?

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

Brian, I think that, Paul, generally we think of our brands as one brand, and it’s not a number we like to publish. All I can say is that the — from a store contribution perspective, RUEHL drag in 2008 was slightly more than it was in 2007. We had benefits in our gross margin rate, and some of our operating expenses which was then offset by the decline in the sales. So I think that’s probably about as much as we can give you.

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

Let me talk about RUEHL. I have gone on record with you guys as being the villain in taking RUEHL to a place where it shouldn’t have been. About six months ago, we put a new design team and planning team, essentially a new team into the RUEHL business. I believe that we’re starting to see the result of that effort. We’re pushing better fashion, better quality, and those of you who have been in those stores have been commenting to me that you see the difference. We see the difference. We think that we will continue to see progress there.

Having said that, we’re pragmatic people. If this exercise doesn’t work, however, I’m very comfortable that it will, over some period of time we’ll take a very, very realistic look at that business. Part of this relates to what the potential of our businesses by brand might be internationally because I think it’s very important to state that we’re not bullish on U.S. malls at this point. We’re very bullish on our international potentials, and we’re looking at each brand in terms of its potential internationally. That is the foreseeable growth vehicle for this Company. And we must look at each brand in regard to that potential. I believe RUEHL can play a role there. We’ll see how it plays out.

Operator

Go next to [Lorraine Maikis Hutchison] with Merrill Lynch.

Lorraine Maikis Hutchison — Merrill Lynch — Analyst

Good morning.

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

Good morning.

Lorraine Maikis Hutchison — Merrill Lynch — Analyst

I just wanted to get a more clarity how you’re planning inventory for ‘09 or at least for the first half and when you expect to be able to get your orders back in line with sales trends?

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

Let me respond to that. Currently the ending inventory or beginning of February inventory was up 2% from last year. That is broken down between basics and seasonal inventory. Our seasonal inventory as of February BOM was very close to being in line with sales trend, almost there. What was greater than sales trend was the basic component of the inventory. That includes as Brian said polos, jeans, nonrisk items. We believe that we will have the basic inventory very much in line with sales trends during the — sometime during the first half. But clearly our seasonal inventory levels are close to where they should be at this point and certainly would be in the first half.

Operator

We go next to Randy Konik with Jefferies.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

Randy Konik — Jefferies — Analyst

Thanks a lot. Brian, can we just get the clarification on all the store openings globally for 2009? And then my question for Mike, I guess you used the word, the very significant words in your press release, catastrophe, nightmare, unprecedented volatility to describe the holiday selling season. Can you give us an update on as we exit the quarter, as we are starting to go through spring here, are we still in the nightmare are we still in catastrophe, from a volatility perspective, are you seeing as much volatility as you had seen during holiday? Thanks.

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

I think it’s — you must read my comment very carefully. I didn’t say it was a catastrophe for us. I think it was a catastrophe for the industry and I think there’s a very big difference there. I think this Company guided itself in a remarkably disciplined seasoned-controlled way in an environment that was catastrophic for other retailers. We protected the brands during this environment. I don’t see the environment changing over the next year, and we’re looking at the environment as if it is going to stay this way and managing the business with the priorities that we’ve established during this chaotic time. It’s very important to note that I’m not saying that we’re in any state of chaos. We’re protecting the brands. We’re preserving cash, and we’re pushing international growth in a seasoned, discipline and controlled way, and it’s very important that you understand the difference between the environment and how we’re operating.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Randy, let me give you those store numbers. Domestically we have 10 stores which we are committed to open in 2009. That’s the Hollister flagship in Soho, we have two Abercrombie kid stores, four Hollister stores, two Gilly Hicks store and one outlet store and that’s everything we’re committed to currently domestically. Internationally we have firm commitments to open two additional Hollisters in the UK in addition to the three that we’ve already opened in 2008 and one Canadian Abercrombie kid store, but what we’re saying is there are potentially, our best guess at the moment is there are an additional 10 Hollister stores in Europe that we think, we’ll likely to open in 2009. And then on top of that, we have the Abercrombie & Fitch flagship in Milan and the Tokyo flagship which we expect to open in 2009.

Operator

We go next to Kimberly Greenberger with Citigroup.

Kimberly Greenberger — Citigroup — Analyst

Great, thank you. Good morning. I was wondering if you could just clarify your comment on inventory either at the end of the first quarter or through the first half. When you say you’re expecting inventory to be in line with sales decline, are you talking total inventory, total sales, or inventory per square to comp store sales? If you could just help us understand that metric? And then secondarily, what tax rate are you expecting in 2009? Thanks.

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

First with the inventory, we’re referring to the inventory levels at cost at a gross square-foot level, and we’re comparing that to some comp stores metric. Obviously we have a plan in place to reduce our inventory levels. It’s a priority in the first quarter. I think the success that we’ll achieve in the first quarter will largely be dependent on the sales levels. But it is something that is a priority of the Company. As far as the tax rate, that’s going to be largely dependent as well on, what our earnings end up being during the year because there are permanent and discreet items that affect the tax rate. And so as earnings move up or down, those pieces have a bigger or smaller impact on the tax rate. I think directionally I think we’re thinking that the rate will be higher than 2008 but we don’t have an exact rate at this time.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

But excluding the one-time item obviously that significantly increased the rate this year.

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

That’s right.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

Operator

Our next question we go to Michelle Tan with Goldman, Sachs.

Michelle Tan — Goldman Sachs — Analyst

Great, thanks. I have two questions. First on the basic inventory and getting that in line, is that more of a function of taking in substantially lower receipts on basics through the first half of the year, or is it more aggressive in terms of efforts to clear some of those goods? And then I had a follow-up as well?

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

The answer is receipts, lower receipts. And there is some markdown activity there. But it’s related to colors and washes that are being discontinued. But the answer is that it’s coming into line primarily through lower receipts. And what was the second further question?

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

I think that was it.

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

That was it, thanks, Michelle.

Operator

We go next to Jeff Black with Barclays Capital.

Jeff Black — Barclays Capital — Analyst

Thanks a lot. So, Mike, on Europe, can we get a performance update? I mean, how are sales looking year-over-year there, relative to the change, if anything to give us an indication of how things are going numbers-wise? And do the plans, I appreciate that you’re not going full-bore over there just yet, but does the slowdown indicate that you have some reservations building about Europe in general or the strategy in general? Thanks.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Jeff, let me jump in with a couple of factors and Mike can add anything additional. The comps in the U.K. are extremely strong. They’re stronger than, certainly stronger than the U.S. and stronger than 5th Avenue at this point and the three Hollister stores in the U.K. have opened extremely strongly. So there’s been nothing that hasn’t given us every reason to believe that we are going to have a very successful continued rollout in Europe so we feel extremely positive and confident about that. I think the question is more one of we want to make sure we do the right deals, we want to proceed at a pace that we’re comfortable with, but there is nothing that has happened so far that has, in any way led us to question that. In fact, the opposite. We certainly reinforced our belief that there’s a huge opportunity and the contribution margins from the incremental stores are also very significant.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

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

I couldn’t add more except to say what I said. What has happened in the U.K. over the last quarter is very significant for this Company. We don’t — we’re cautious people. This brand is as a mall entry being proven in a huge way, and totally opens the way for international expansion beyond the U.K.

Operator

We go next to Brian Tunick with JPMorgan.

Brian Tunick — JPMorgan — Analyst

Hi, good morning, guys.

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

Good morning, Brian.

Brian Tunick — JPMorgan — Analyst

I guess, Mike, just a little color on the pricing strategy. It sounds at least or in the stores that AUR’s at least for the spring season are still going up at the adult Abercrombie business and then you’re commenting that you expect them to be down or coming down at Hollister and kids. Just curious if you’re trying to grow the pricing gap again like you did a couple years ago between Abercrombie and Hollister. And then for Jonathan and Brian, I know a lot of calls have been focused on Europe or international. Can you just maybe talk about the infrastructure that you guys have in place right now or systems or investments you might need to make to make Europe roll out smoothly? Thanks very much.

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

The AUR’s for the adult brand are going to be pretty consistent with last year. AUR’s in kids and Hollisters down a bit and that’s more second quarter than the first quarter. We’re just seeing that there’s some categories in kids and in Hollister that are price-sensitive, some that are not. We’ve had this conversation. The increases that we’ve done in jeans and fragrance have resulted in more business. There’s some categories, graphic Tee’s for instance, that we abandoned an opening price point in kids and Hollister and we’ve gone back to that opening price point. These aren’t significant changes, but we think they’re important for the positioning of the brands.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Brian, to answer the second part of your question, we have a Swiss headquarters office for Europe which has I think at the moment, it’s not a huge number of people there. But they work hand-in-hand with the home office here, and since we’ve already launched several Hollister stores in the U.K. we anticipate there’ll be some incremental investment meeting going forward as we get into more countries, but we’re not expecting that be a significant drag as we go ahead and, frankly, the additional contribution from opening those stores would greatly outweigh any incremental investment we’d need to make.

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

Let me just make a comment since we have Brian on the phone since the last time I saw Brian was on Roosevelt Field. I think in answer to the question we had about where we are versus catastrophe, you must go into the mall today, and take a look at how we look, how we’re protecting our brands in an environment that’s pretty catastrophic because very candidly most of the mall looks as if it’s in catastrophe mode. We do not and will not — and that’s an important statement regardless of what we say here today — go into the stores, go into the malls, see what’s going on. We are protecting the brands.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

Operator

We go next to Liz Dunn with Thomas Weisel.

Liz Dunn — Thomas Weisel — Analyst

Hi, good morning. I guess the first question relates to just what your expectations are for the first half? I know you’re not providing any guidance but are you seeing anything that leads to you believe that there’s any type of improvement on the horizon and if we don’t see an improvement in comp trends, should we see gross margin pressure similar to what we saw in the fourth quarter? And then my second question is a follow-up I think to Janet’s question. You mentioned and incremental $20 million in preopening expense associated with international stores. Is there an offset associated with domestic stores and are there any other big kind of discreet items you can talk about that will lead to SG&A being down year over year? Thanks.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Liz, I’ll take the first part of your question. I guess we’re saying that we’re not comfortable at this point giving specific guidance. There are a range of potential outcomes. The point we’re making is that we — we’re intending to react in a very disciplined and controlled way to whatever confronts us. In terms of what the economy is going to do going forward and what that means in terms of our business, we think there’s a range of potential outcomes which is really why we backed off giving the guidance. But the important point is we’re in control of the business, and we’re ready to react, and to deal with whatever the situation is we’re facing.

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

Liz, as far as giving some more color on the preopening piece, you’re absolutely right. There would be a benefit on the domestic side because there are significantly fewer number of domestic stores that we’re opening. Unfortunately I don’t have a number that I can give you at this time. I will say that the number — I wouldn’t expect the number to be extremely large because the lead times for opening a U.S. mall are much shorter than a flagship. And the rents obviously are much less than what you would see in a flagship. So there would be an impact but I don’t expect that number to be of any significance.

Operator

We go next to Adrienne Tennant with Friedman, Billings, Ramsey.

Adrienne Tennant — Friedman, Billings, Ramsey — Analyst

Good morning.

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

Good morning.

Adrienne Tennant — Friedman, Billings, Ramsey — Analyst

My question is on, also on store distribution. On the minimum wage, I think back in November, you had thought maybe there would be an additional, an incremental $2.5 million per quarter into ‘09. Is that still the case?

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Brian?

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

There was a couple things that happened in 2008, one there were some manager salary increases that occurred toward the end of the second quarter. That will — obviously won’t anniversary until the end of the second quarter of 2009. In addition the way many of the state minimum wage increases worked, it was a phase-in approach over multiple years. Most of the states, the phase-in happens in the July month. And we would expect an additional increase in July of this year. So we’ll be anniversarying in the first half of this year. Last year’s increase, plus there will be an additional one that will be coming in this year.

As far as the impact on what these will be in 2009, I don’t have an exact number for you because it’s going to largely be dependent on how our business is performing and our expense structure that we are going to have in the stores. But I can tell you that there will be some pressure still related to the manager salary increase at least for the first half of the year and minimum wage for the full year. But probably not quite to the extent that we saw in 2008.

Operator

For our next question we go to Jennifer Black with Jennifer Black and Associates.

Jeff Black — Barclays Capital — Analyst

Good morning, and let me add my congregations.

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

Good morning, Jennifer. Thank you.

Jeff Black — Barclays Capital — Analyst

I wanted to know how many leases you have coming up for renewal over the next year, and I’m talking obviously domestically? And with the further deterioration in the environment, are your negotiations getting even better because I know we talked about this on the last call? And then I wondered how does it compare to the leases that you’re getting in Europe because it seems like right now would be the perfect time, and that’s what you’re doing in Europe. If you could just elaborate on that, that would be great.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Jennifer, let me take the first part of that. Good morning, by the way.

Jeff Black — Barclays Capital — Analyst

Good morning.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

We have about 50 domestic leases coming up for renewal this year. We are going to take a very hard look at each of those and make a decision case by case as they come up based on the history of the store and the full set of circumstances. The second part of your question was how does it compare to the lease terms we’re getting in Europe? Was that the question?

Brian Logan — Abercrombie & Fitch Co. — Senior Director of IR

I believe it was.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

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

I think it was.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

I don’t know if we necessarily look at it that way. We look at it from the standpoint for any given store of the lease terms we get, we can get on a given day an appropriate contribution level. I don’t know if we necessarily look at it from the standpoint of the lease terms vis-a-vis the U.K — vis-a-vis domestic. We’re finding at the moment that we’re able to get to deals in the U.K. which we think are going to be very accretive.

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

And I think, Jennifer, you put your finger on the point of where we are. We have international opportunities that are really being proven, Hollister, chain, A&F flagship, any opportunities there are huge. We can be very, very tough about these locations, particularly the U.S. locations. We have options. Most other people don’t have the options for growth that we have today. Very exciting time for us.

Operator

We go next to Linda Tsai with MKM Partners.

Linda Tsai — MKM Partners — Analyst

Yes, hi, good morning.

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

Good morning.

Linda Tsai — MKM Partners — Analyst

Morning. With regards to the comment on expected IMU pressure in the first half of 2009, it seems to imply less pressure in the second half. What would you primarily attribute that to?

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

I’m going to respond to that. To real realistic look at to where our pricing should be by brand and a focus on that that we’re able to really start seeing results beginning with the back-to-school product.

Operator

For our next question, we go to Howard Tubin with RBC.

Howard Tubin — RBC Capital Markets — Analyst

Hey, guys, thanks very much. Mike, just recognizing that using price as a traffic driver of promotion is the direction you want to take the brands, have you considered, would you consider anything else, any type of in-store event,or anything to try to help drive more traffic into the stores?

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

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

The answer is no, but let me be clear about this. We believe what drives in-store traffic is a fascination with what we do in-store. That is made up of an in-store experience that is second to none and compelling fashion. That’s how we drive volume in the stores. We are not promotional and will not be promotional. And by promotional, I mean 50% off a category, buy one get 17 free or somebody whispering to you about a secret sale. We don’t do stuff like that. We drive our business with fashion and in-store experience. Having said that, we do take clearance markdowns as a natural rhythm of the business, and we’re strategic about how we take markdowns. We’re pragmatic people. But that’s how we look at the business. We are not and will not be promotional in the ways that I have described.

Operator

Our next question, we go to Robin Murchison with SunTrust.

Robin Murchison — SunTrust — Analyst

Good morning,.

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

Good morning.

Robin Murchison — SunTrust — Analyst

Just if I could go back to the chronic cost question. I understand what you’re saying in the first half with regard to the second half and in light of some of the things we’re hearing out of Asia, pricing, can you comment on what you’re seeing in terms of perhaps second half pricing out of Asia? Also, related to that, any change in shipping methods with energy, oil specifically down, is there any reconsideration or if you would remind us where you are in ocean versus air freight and if there’s an opportunity to switch more to air freight to take down the lead times? Thanks very much.

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

The answer to the question is that people, factories want business, and prices are becoming more and more competitive. Having said that, the way Diane Chang operates, and believe me, she is the most competent person in this business today, has been to establish key factory relationships. We’ve never gone to looking at a price for any factory. This ensures us, which is another important part of this conversation, continued quality deliveries. Having said that, clearly people need more business than is currently being thrown their way in the factories. We see the advantage coming to us.

In terms of shipping versus air versus boat, as a matter of fact, we’re at a point that we’re doing a little more boat than we have in the past, but we have worked schedules that were more efficient with boat than we have been in the past. So our balance is going to be a little more boat than air, which will result in better IMU for us without sacrificing the lead time. We’re operating very — with very short lead times and will continue to do so.

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

Thank you, Robin. That’s our final question.

Operator

And with that, Mr. Cerny, I’ll turn the conference over to you for any closing remarks.

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Final Transcript

Feb. 13. 2009 / 8:30AM ET, ANF — Q4 2008 Abercrombie & Fitch Co. Earnings Conference Call

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

Thank you, guys for joining us today on our Q4 call.

Jonathan Ramsden — Abercrombie & Fitch Co. — CFO

Everyone, thank you.

Operator

And ladies and gentlemen, this does conclude the Abercrombie & Fitch fourth-quarter earnings results conference call. We do appreciate your participation and you may disconnect at this time.

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