8-K

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): January 7, 2010

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 7.01. Regulation FD Disclosure.

On January 7, 2010, Abercrombie & Fitch Co. (the “Registrant”) issued a press release reporting net sales and comparable store sales for the five-week period ended January 2, 2010 and for the fiscal year-to-date. A copy of the January 7, 2010 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In the press release issued on January 7, 2010, the Registrant noted that based on the initial analysis, the Registrant expects that its fiscal year-end review of long-lived store related assets will result in a non-cash impairment charge in the fourth quarter of fiscal 2009.

In connection with the January 7, 2010 press release, the Registrant made available by telephone a pre-recorded message addressing the Registrant’s net sales and comparable store sales for the five-week period ended January 2, 2010 as well as other developments described in the preceding paragraph. To listen to this pre-recorded sales message, dial (800) 395-0662, or internationally, dial (402) 220-1262. A copy of the pre-recorded sales message transcript is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable.

(d) Exhibits:

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

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on January 7, 2010
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended January 2, 2010

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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: January 7, 2010	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 January 7, 2010

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on January 7, 2010
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended January 2, 2010

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

DECEMBER SALES RESULTS

New Albany, Ohio, January 7, 2010: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $482.5 million for the five-week period ended January 2, 2010, an 11% decrease from net sales of $539.2 million for the five-week period ended January 3, 2009. December comparable store sales decreased 19%. Total Company direct-to-consumer net merchandise sales decreased 4% to $44.0 million.

Year-to-date, the Company reported a net sales decrease of 18% to $2.754 billion from $3.349 billion last year. Comparable store sales decreased 25% for the year-to-date period. Year-to-date, total Company direct-to-consumer net merchandise sales decreased 6% to $230.1 million.

During fiscal November and December, the Company conducted special events in most of its North American stores and direct-to-consumer channels in which complimentary gift cards, redeemable on or before January 30, 2010, were issued to customers who made purchases above defined amounts. The value of these gift cards issued but not redeemed has been deducted from reported sales for the applicable month. The cumulative face value of gift cards issued in connection with these special events, but not yet redeemed as of the end of fiscal December, was approximately $22 million.

Additional information regarding sales for fiscal December can be found in a pre-recorded message accessible by dialing (800) 395-0662, or, internationally, by dialing (402) 220-1262.

December 2009 Developments

• Total Company net sales decreased 11%

• Total Company comparable store sales decreased 19%

• Total Company direct-to-consumer net merchandise sales decreased 4%

• Abercrombie & Fitch comparable store sales decreased 13%

• abercrombie comparable store sales decreased 15%

• Hollister Co. comparable store sales decreased 25%

• RUEHL comparable store sales decreased 1%

Other Developments

Based on its initial analysis, the Company expects that its fiscal year-end review of long-lived, store related assets will result in a non-cash impairment charge in the fourth quarter.

The Company will report January sales results on Thursday, February 4, 2010 and fourth quarter earnings on Tuesday, February 16, 2010.

At month end, the Company operated 347 Abercrombie & Fitch stores, 208 abercrombie stores, 508 Hollister Co. stores, 22 RUEHL stores and 16 Gilly Hicks stores in the United States. Internationally, the Company operated six Abercrombie & Fitch stores, four abercrombie stores and 18 Hollister Co. stores. The Company also operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.RUEHL.com and www.gillyhicks.com.

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For further information, call: 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 “ FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, 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: current financial crisis and general economic conditions; 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; estimates of expenses which the Company may incur in connection with the closure of the Ruehl stores and related direct-to-consumer operations; and the outcome of pending litigation or other adversarial proceedings. 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.

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EX-99.2

Exhibit 99.2

Abercrombie & Fitch
December 2009 Sales Release
Call Script

This is Eric Cerny, Manager of Investor Relations for Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended January 2, 2010.

Before I begin, I remind you that any forward-looking statements I may make are subject to the Safe Harbor Statement found in our SEC filings.

Net sales for the five-week period ended January 2, 2010, were $482.5 million, an 11% decrease from net sales of $539.2 million for the five-week period ended January 3, 2009. Total Company direct-to-consumer net merchandise sales were $44.0 million for the five-week period ended January 2, 2010, a 4% decrease from sales for the five-week period ended January 3, 2009. December comparable store sales decreased 19%.

During fiscal November and December, the Company conducted special events in most of its North American stores and direct-to-consumer channels in which complimentary gift cards, with a January 30, 2010 expiration, were issued to customers who made purchases above defined amounts. The value of these gift cards issued but not redeemed has been deducted from reported sales for the applicable month. The cumulative face value of gift cards issued in connection with these special events, but not yet redeemed as of the end of fiscal December, was approximately $22 million.

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Abercrombie & Fitch
December 2009 Sales Release
Call Script

For returns associated with transactions in which a gift card was issued, the Company’s practice to date has been to honor the gift card, even where the return has resulted in an overall transaction value below the threshold amount. The Company believes that the value of gift cards issued where a customer purchased merchandise with the intent to return it and retain the gift card is not significant. The Company will continue to monitor returns closely through the end of the program.

For the month of December, comparable store sales were considerably stronger in week 5 than the weeks leading up to Christmas and this trend has continued into January.

By brand, Abercrombie & Fitch comparable store sales were down 13%. Men’s comps were down by a high single digit; women’s comps were down by a high-teen. Transactions per average store decreased 5%; average transaction value decreased 1%. During fiscal December, Abercrombie &

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Abercrombie & Fitch
December 2009 Sales Release
Call Script

Fitch ran the following special events... ‘Receive a $25 gift card for every $100 purchase in stores’ through December 23, 2009; ‘Winter sale and Clearance’ from December 24, inclusive of 40% off all denim and fleece December 24, 2009 — December 30, 2009; Complimentary shipping for domestic direct-to-consumer purchases of $175 and above from December 3, 2009 — December 6, 2009; and ‘Receive a $50 gift card for every $200 purchase on-line’ from December 8, 2009 — December 23, 2009.

For abercrombie, comparable store sales were down 15%. Guys comps were down by a low double digit; girls comps were down by a mid-teen. Transactions per average store decreased 4%; average transaction value decreased 7%. During fiscal December, abercrombie ran the following special events... ‘Receive a $25 gift card for every $100 purchase in stores’ through December 23, 2009; ‘Winter sale and clearance’ from December 24, inclusive of 40% off all denim and fleece December 24, 2009 — December 30, 2009; Complimentary shipping for domestic direct-to-consumer purchases of $175 and above from December 3, 2009 — December 6, 2009; and ‘Receive a $50 gift card for every $200 purchase on-line’ from December 8, 2009 — December 23, 2009.

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Abercrombie & Fitch
December 2009 Sales Release
Call Script

Hollister comparable store sales were down 25%. Dudes comps were down by a mid-teen; Bettys comps were down by a high twenty. Transactions per average store decreased 4%; average transaction value decreased 14%. During fiscal December, Hollister ran the following special events... ‘Receive a $25 gift card for every $75 purchase in stores’ from December 5, 2009 — December 23, 2009; ‘Buy one top, get the second top 50%off in stores’ through December 10, 2009; ‘Friends with Benefits 20% off purchase’ from December 22, 2009 — December 23, 2009; ‘Winter sale and clearance’ from December 24, inclusive of 50% off all denim and fleece December 24, 2009 — December 30, 2009; Complimentary shipping for domestic direct-to-consumer purchases of $125 and above from December 3, 2009 — December 6, 2009; and ‘Receive a $50 gift card for every $150 purchase on-line’ from December 8, 2009 — December 23, 2009.

RUEHL comparable store sales were down 1%. Men’s comps were up by a low single digit; women’s comps were down by a low single digit. Transactions per average store increased 13%; average transaction value decreased 9%. During fiscal December, RUEHL began product liquidation as a result of actions taken to exit the business by the end of fiscal 2009.

Across all brands, average unit retail decreased 14%.

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Abercrombie & Fitch
December 2009 Sales Release
Call Script

From a merchandise classification standpoint across all brands, wovens and fragrance were stronger categories for men’s, while knits and fleece were weaker categories. For women’s, woven shirts and pants were stronger categories while sweaters and knit tops were weaker categories.

Regionally, comparable store sales were down in all US regions and Canada. Comparable store sales were positive in the U.K., for both Hollister and Abercrombie & Fitch.

Based on its initial analysis, the Company expects that its fiscal year-end review of long-lived, store related assets will result in a non-cash impairment charge in the fourth quarter.

The Company will report January sales results on Thursday, February 4, 2010 and fourth quarter earnings on Tuesday, February 16, 2010.

Thank You.

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