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 6, 2011

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

Delaware	1-12107	31-1469076
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6301 Fitch Path, New Albany, Ohio	43054
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

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

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

On January 6, 2011, Abercrombie & Fitch Co. (the “Registrant”) issued a press release reporting net sales and comparable store sales for the five-week period (fiscal month) ended January 1, 2011, for the fiscal quarter-to-date and for the fiscal year-to-date. A copy of the January 6, 2011 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the January 6, 2011 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 (fiscal month) ended January 1, 2011 and for the fiscal quarter-to-date. 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 6, 2011
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period (fiscal month) ended January 1, 2011 and for the fiscal quarter-to-date

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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 6, 2011

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 6, 2011
Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on January 6, 2011
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period (fiscal month) ended January 1, 2011 and for the fiscal quarter-to-date

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

DECEMBER SALES RESULTS

New Albany, Ohio, January 6, 2011: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $596.3 million for the five-week period ended January 1, 2011, a 26% increase from net sales of $473.3 million for the five-week period ended January 2, 2010. December comparable store sales increased 15%. For the fiscal month, total Company direct-to-consumer net merchandise sales increased 59% to $66.9 million. For the fiscal month, total Company international net sales, including direct-to-consumer net sales, increased 65% to $115.9 million.

Quarter-to-date, the Company reported net sales of $915.3 million, a 28% increase from net sales of $714.5 million last year. Comparable store sales increased 17% for the quarter-to-date period. Quarter-to-date, total Company direct-to-consumer net merchandise sales increased 52% to $99.5 million. Quarter-to-date, total Company international net sales, including direct-to-consumer net sales, increased 68% to $180.0 million.

Year-to-date, the Company reported net sales of $3.235 billion, a 20% increase from net sales of $2.707 billion last year. Comparable store sales increased 8% for the year-to-date period. Year-to-date, total Company direct-to-consumer net merchandise sales increased 44% to $318.6 million. Year-to-date, total Company international net sales, including direct-to-consumer net sales, increased 83% to $596.3 million.

Reported sales for prior year fiscal November and December were reduced by the face value of issued but unredeemed promotional gift cards. The cumulative face value of issued but unredeemed promotional gift cards was $22 million at the end of December 2009. The corresponding amount at the end of December 2010 was not significant.

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

December 2010 Highlights

• Total Company net sales, including direct-to-consumer net sales, increased 26%

• Total Company domestic net sales, including direct-to-consumer net sales, increased 19%

• Total Company international net sales, including direct-to-consumer net sales, increased 65%

• Total Company comparable store sales increased 15%

• Total Company direct-to-consumer net merchandise sales increased 59%

• Abercrombie & Fitch comparable store sales increased 13%

• abercrombie kids comparable store sales increased 12%

• Hollister Co. comparable store sales increased 17%

Other Developments

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

The Company will report January sales results on Thursday, February 3, 2011 and fourth quarter earnings on Wednesday, February 16, 2011.

At fiscal month end, the Company operated a total of 1,121 stores. The Company operated 339 Abercrombie & Fitch stores, 202 abercrombie kids stores, 510 Hollister Co. stores and 18 Gilly Hicks stores in the United States. The Company also operated nine Abercrombie & Fitch stores, four abercrombie kids stores, 38 Hollister Co. stores and one Gilly Hicks store 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 30, 2010, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2010 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: general economic and financial conditions could have a material adverse effect on the Company’s business, results of operations and liquidity; loss of the services of skilled senior executive officers could have a material adverse effect on the Company’s business; ability to hire, train and retain qualified associates could have a material adverse effect on the Company’s business; equity-based compensation awarded under the employment agreement with the Company’s Chief Executive Officer could adversely impact the Company’s cash flows, financial position or results of operations and could have a dilutive effect on the Company’s outstanding Common Stock; failure to anticipate, identify and respond to changing consumer preferences and fashion trends in a timely manner could cause the Company’s profitability to decline; unseasonable weather conditions affecting consumer preferences could have a material adverse effect on the Company’s business; disruptive weather conditions affecting the consumers’ ability to shop could have a material adverse effect on the Company’s business; the Company’s market share may be adversely impacted at any time by a significant number of competitors; the Company’s international expansion plan is dependent on many factors, any of which could delay or prevent successful penetration into new markets and strain its resources; the Company’s growth strategy relies on the addition of new stores, which may strain the Company’s resources and adversely impact current store performance; the Company may incur costs related to store closures; availability and market prices of key raw materials and labor costs could have a material adverse effect on the Company’s business and results of operations; the interruption of the flow of merchandise from key vendors and international manufacturers could disrupt the Company’s supply chain; the Company does not own or operate any manufacturing facilities and therefore depends upon independent third parties for the manufacture of all its merchandise; the Company’s reliance on two distribution centers domestically located in the same vicinity, and one distribution center internationally, makes it susceptible to disruptions or adverse conditions affecting its distribution centers; the Company’s reliance on third parties to deliver merchandise from its distribution centers to its stores and direct-to-consumer customers could result in disruptions to its business; the Company’s development of new brand concepts could have a material adverse effect on the Company’s financial condition or results of operations; fluctuations in foreign currency exchange rates could adversely impact financial results; the Company’s net sales and inventory levels fluctuate on a seasonal basis, causing its results of operations to be particularly susceptible to changes to back-to-school and holiday shopping patterns; the Company’s ability to attract customers to its stores depends heavily on the success of the shopping centers in which they are located; comparable store sales will continue to fluctuate on a regular basis; the Company’s net sales are affected by direct-to-consumer sales; the Company may be exposed to risks and costs associated with credit card fraud and identity theft; the Company’s litigation exposure could exceed expectations, having a material adverse effect on the Company’s financial condition or results of operations; the Company’s failure to adequately protect its trademarks could have a negative impact on its brand image and limit its ability to penetrate new markets; the Company’s unsecured credit agreement includes financial and other covenants that impose restrictions on its financial and business operations; changes in taxation requirements could adversely impact financial results; the Company’s inability to obtain commercial insurance at acceptable prices or failure to adequately reserve for self-insured exposures might increase expense and adversely impact financial results; modifications and/or upgrades to information technology systems may disrupt operations; the Company could suffer if the Company’s computer systems are disrupted or cease to operate effectively; 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 could have a material adverse effect on the Company’s business; potential disruption of the Company’s business due to the occurrence of, or fear of, a health pandemic could have a material adverse effect on the Company’s business; changes in the regulatory or compliance landscape could adversely affect the Company’s business or results of operations; and the Company’s operations may be effected by greenhouse emissions and climate change.

EX-99.2

Exhibit 99.2

Abercrombie & Fitch
December 2010 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 1, 2011. 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 1, 2011, were $596.3 million, a 26% increase from net sales of $473.3 million for the five-week period ended January 2, 2010. December comparable store sales increased 15%. Total Company direct-to-consumer net merchandise sales increased 59% to $66.9 million. Total Company domestic net sales, including direct-to-consumer net sales, increased 19%. Total Company international net sales, including direct-to-consumer net sales, increased 65% to $115.9 million.

Quarter-to-date, the Company reported net sales of $915.3 million, a 28% increase from net sales of $714.5 million last year. Comparable store sales increased 17% for the quarter-to-date period. Quarter-to-date, total Company direct-to-consumer net merchandise sales increased 52% to $99.5 million.

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Abercrombie & Fitch
December 2010 Sales Release
Call Script

Quarter-to-date, total Company international net sales, including direct-to-consumer net sales, increased 68% to $180.0 million.

Reported sales for prior year fiscal November and December were reduced by the face value of issued but unredeemed promotional gift cards. The cumulative face value of issued but unredeemed promotional gift cards was $22 million at the end of December 2009. This amount was fully recognized in sales in prior year fiscal January by way of redemptions or forfeitures. The corresponding amount of issued but unredeemed promotional gift cards at the end of December 2010 was not significant. All year over year sales-based metrics, including AUR, reflect the impact of this accounting treatment.

Abercrombie & Fitch comparable store sales increased 13% for the month. Men’s comps were up by a high single digit; women’s comps were up by a mid teen.

For abercrombie kids, comparable store sales increased 12% for the month with guys and girls results similar.

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Abercrombie & Fitch
December 2010 Sales Release
Call Script

Hollister comparable store sales increased 17% for the month. Dudes comps were up by a mid teen; Bettys comps were up by a high teen.

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

The Company’s European business continued to be very strong for the month.

The Company now expects January reported same stores sales to be between flat and a mid-single digit negative, including the year over year effect of promotional gift card redemptions and forfeitures.

Across all brands and channels, average unit retail decreased 6% for the month and decreased 5% for the quarter-to-date period.

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

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Abercrombie & Fitch
December 2010 Sales Release
Call Script

The Company will report January sales results on Thursday, February 3, 2011 and fourth quarter earnings on Wednesday, February 16, 2011.

Thank You.

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