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): February 4, 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 2.02. Results of Operations and Financial Condition.

and

Item 7.01. Regulation FD Disclosure.

On February 4, 2010, Abercrombie & Fitch Co. (the “Registrant”) issued a press release reporting net sales and comparable store sales for the four-week period ended January 30, 2010, for the quarter (the fiscal quarter ended January 30, 2010) and for the fiscal year. A copy of the February 4, 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 February 4, 2010, the Registrant noted that it continues to anticipate that its fiscal year-end review of long-lived, store assets will result in a non-cash impairment charge in the fourth quarter of fiscal 2009.

In connection with the February 4, 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 four-week period ended January 30, 2010. 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 February 4, 2010
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended January 30, 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: February 4, 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 February 4, 2010

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on February 4, 2010
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended January 30, 2010

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

JANUARY SALES RESULTS

New Albany, Ohio, February 4, 2010: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $222.8 million for the four-week period ended January 30, 2010, a 16% increase from net sales of $191.5 million for the four-week period ended January 31, 2009. January comparable store sales increased 8%. Total Company direct-to-consumer net merchandise sales increased 8% to $28.0 million.

As of January 30, 2010, the Company completed the closure of its Ruehl branded stores and related direct-to-consumer operations. Reported net sales for the month include $1.4 million of net sales for Ruehl, as compared to $4.4 million in the prior year. Ruehl net sales for current and prior periods will be reclassified into and reported as discontinued operations when the Company reports its fourth quarter results on February 16, 2010.

For the fourth quarter, the Company reported a net sales decrease of 5% to $951.0 million from $998.0 million last year. Comparable store sales decreased 13% for the quarter. Total Company direct-to-consumer net sales increased 1% to $96.4 million for the fourth quarter. Reported net sales for the quarter include $14.8 million of net sales for Ruehl, as compared to $17.1 million in the prior year.

For Fiscal 2009, the Company reported a net sales decrease of 16% to $2.977 billion from $3.540 billion last year. Comparable store sales decreased 23% for the fiscal year. Total Company direct-to-consumer net merchandise sales decreased 5% to $258.1 million for Fiscal 2009. Reported net sales for the year include $48.2 million of net sales for Ruehl, as compared to $56.2 million in the prior year.

During fiscal November and fiscal 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. At the beginning of the fiscal month, the value of complimentary gift cards issued but not redeemed was approximately $22 million, substantially all of which has been recognized in sales in January.

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

January 2010 Developments

• Total Company net sales increased 16%

• Total Company comparable store sales increased 8%

• Total Company direct-to-consumer net merchandise sales increased 8%

• Abercrombie & Fitch comparable store sales increased 12%

• abercrombie kids comparable store sales increased 10%

• Hollister Co. comparable store sales increased 5%

• Ruehl comparable store sales decreased 47%

Other Developments

The Company continues to anticipate that its fiscal year-end review of long-lived, store-related assets will result in a non-cash impairment charge in the fourth quarter.

In addition, as stated above, the results of Ruehl for the current and prior periods will be reclassified into and reported as discontinued operations when the Company reports its fourth quarter results on February 16, 2010.

The Company will release its fourth quarter results on Tuesday, February 16, 2010, prior to the opening of the market and hold a conference call at 8:30 AM Eastern Time. To listen to the conference call, dial (888) 204-4317 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (913) 981-5589. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820 followed by the conference ID number 6042496 or through www.abercrombie.com.

At the end of Fiscal 2009, the Company operated a total of 1,096 stores. The Company operated 340 Abercrombie & Fitch stores, 205 abercrombie kids stores, 507 Hollister Co. stores and 16 Gilly Hicks stores in the United States. The Company also operated six Abercrombie & Fitch stores, four abercrombie stores and 18 Hollister Co. stores internationally. The Company also operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com and www.gillyhicks.com.

# # # #

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 general and financial 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; availability and market prices 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

Abercrombie & Fitch
January FY 2009 Sales Release
Call Script

Exhibit 99.2

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 30, 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 four-week period ended January 30, 2010, were $222.8 million, a 16% increase from net sales of $191.5 million for the four-week period ended January 31, 2009. January comparable store sales increased 8%. Total Company direct-to-consumer net merchandise sales increased 8% to $28.0 million.

As of January 30, 2010, the Company completed the closure of its Ruehl branded stores and related direct-to-consumer operations. Reported net sales for the month include $1.4 million of net sales for Ruehl, as compared to $4.4 million in the prior year. Ruehl net sales for current and prior periods will be reclassified into and reported as discontinued operations when the Company reports its fourth quarter results on February 16, 2010.

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Abercrombie & Fitch
January FY 2009 Sales Release
Call Script

During fiscal November and fiscal 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. At the beginning of the fiscal month, the value of complimentary gift cards issued but not redeemed was approximately $22 million, substantially all of which has been recognized in sales in January.

As well as the benefit from the gift card event, the month-long Winter Sale and Clearance Event drove an improvement in the sales trend for the month compared to prior months during the quarter.

The following are key metrics by brand. Due to the effect of the gift card event on January sales, we believe it is more appropriate to report these metrics, where indicated, on a quarterly basis.

Abercrombie & Fitch comparable store sales increased 12% for the month and decreased 8% for the quarter. Men’s comps for the quarter were down by a low single digit; women’s comps for the quarter were down by a low-teen. Transactions per average store decreased 1% for the quarter; average transaction value was flat for the quarter.

2

Abercrombie & Fitch
January FY 2009 Sales Release
Call Script

For abercrombie kids, comparable store sales increased 10% for the month and decreased 11% for the quarter. Guys comps for the quarter were down by a high single digit; Girls comps for the quarter were down by a low double digit. Transactions per average store decreased 1% for the quarter; average transaction value decreased 5% for the quarter.

Hollister comparable store sales increased 5% for the month and decreased 19% for the quarter. Dudes comps for the quarter were down by a low double digit; Bettys comps for the quarter were down by a mid-twenty. Transactions per average store decreased 2% for the quarter; average transaction value decreased 11% for the quarter.

Across all brands, average unit retail decreased 11% for the quarter.

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

3

Abercrombie & Fitch
January FY 2009 Sales Release
Call Script

From a regional standpoint, the UK continued to outperform the US and Canada on a comp store basis for the month.

The Company continues to anticipate that its fiscal year-end review of long-lived, store-related assets will result in a non-cash impairment charge in the fourth quarter.

In addition, as stated above, the results of Ruehl for the current and prior periods will be reclassified into and reported as discontinued operations when the Company reports its fourth quarter results on February 16, 2010.

The Company will release its fourth quarter results on Tuesday, February 16, 2010, prior to the opening of the market and hold a conference call at 8:30 AM Eastern Time. To listen to the conference call, dial (888) 204-4317 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (913) 981-5589. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820 followed by the conference ID number 6042496 or through www.abercrombie.com.

Thank You.

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