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 8, 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)

(614) 283-6500

(Registrant’s telephone number, including area code)

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 8, 2009, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the five-week period ended January 3, 2009 and for the fiscal year-to-date. A copy of the January 8, 2009 news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     In the news release issued on January 8, 2009, the Registrant discussed the charge of approximately $10.0 million to tax expense that will be recorded in the fourth quarter of fiscal 2008 (the fiscal year ending January 31, 2009) as a result of the execution of the Chairman and Chief Executive Officer’s new employment agreement on December 19, 2008, which pursuant to Section 162(m) of the Internal Revenue Code results in the exclusion of previously recognized tax benefits. Additionally, the Registrant noted that based on the impact of current sales trends on the profitability of a number of RUEHL and other stores, the Registrant expects that its fiscal year-end review of long-lived assets will result in a non-cash impairment charge in the fourth quarter of fiscal 2008. The Registrant also noted that as a result of the charge to tax expense and the expected non-cash impairment charge, the Registrant now anticipates that net income per diluted share for the fourth quarter of fiscal 2008 will be significantly below the $1.00 to $1.05 per diluted share guidance previously issued.

     In connection with the January 8, 2009 news 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 3, 2009 as well as the 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	News release issued by Abercrombie & Fitch Co. on January 8, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended January 3, 2009 and certain other developments

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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 8, 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 January 8, 2009

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News release issued by Abercrombie & Fitch Co. on January 8, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended January 3, 2009 and certain other developments

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

DECEMBER SALES RESULTS

New Albany, Ohio, January 8, 2009: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $539.2 million for the five-week period ended January 3, 2009, an 18% decrease from net sales of $657.0 million for the five-week period ended January 5, 2008. December comparable store sales decreased 24%. Total Company direct-to-consumer net sales decreased 11% to $45.6 million for the five-week period ended January 3, 2009, compared to the five-week period ended January 5, 2008.

Year-to-date, the Company reported a net sales decrease of 5% to $3.349 billion from $3.530 billion last year. Comparable store sales decreased 13% for the year-to-date period. Year-to-date, the Company reported that direct-to-consumer net sales increased 4% to $245.0 million.

December 2008 Sales Developments

• Total Company net sales decreased 18%

• Total Company direct-to-consumer net sales decreased 11%

• Total Company comparable store sales decreased 24%

• Abercrombie & Fitch comparable store sales decreased 24%

• abercrombie comparable store sales decreased 29%

• Hollister Co. comparable store sales decreased 24%

• RUEHL comparable store sales decreased 26%

Based on the impact of current sales trends on the profitability of a number of Ruehl and other stores, the Company expects that its fiscal year-end review of long-lived assets will result in a non-cash impairment charge in the fourth quarter.

Other Developments

During the fourth quarter the Company will record a charge of approximately $10.0 million to tax expense as a result of the execution of the Chairman and Chief Executive Officer’s new employment agreement on December 19, 2008, 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 will receive the benefits during his new employment term, therefore the expected tax benefits will no longer be available.

As a result of the charge to tax expense and the expected non-cash impairment charge, the Company now anticipates that net income per diluted share for the fourth quarter will be significantly below the $1.00 to $1.05 per diluted share guidance previously issued.

The Company will report January sales results on Thursday, February 5, 2009 and fourth quarter earnings on Friday, February 13, 2009.

The Company operated 353 Abercrombie & Fitch stores, 211 abercrombie stores, 503 Hollister Co. stores, 28 RUEHL stores and 13 Gilly Hicks stores in the United States at the end of fiscal December. The Company operates three Abercrombie & Fitch stores, two abercrombie stores, five Hollister Co. stores in Canada, and one Abercrombie & Fitch store and two Hollister Co. stores in London, England. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com and www.RUEHL.com.

To hear the Abercrombie & Fitch pre-recorded December sales message, please dial (800) 395-0662, or internationally, dial (402) 220-1262.

# # # #

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 “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 February 2, 2008, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2008 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.

EX-99.2

Exhibit 99.2

Abercrombie & Fitch
December 2008 Sales Release
Call Script

This is Brian Logan, Vice President Finance and Controller of Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended January 3, 2009.

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 3, 2009, were $539.2 million, an 18% decrease from net sales of $657.0 million for the five-week period ended January 5, 2008. Total Company direct-to-consumer net sales were $45.6 million for the five-week period ended January 3, 2009, an 11% decrease from sales for the five-week period ended January 5, 2008. December comparable store sales decreased 24%. December sales results were favorably impacted by additional markdowns taken in the Company’s winter clearance.

By brand, Abercrombie & Fitch comparable store sales were down 24%. Men’s comps were down by a low teen; women’s comps were down by a low thirty. Transactions per store decreased 23%; average transaction value decreased 1%.

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Abercrombie & Fitch
December 2008 Sales Release
Call Script

For abercrombie, comparable store sales were down 29%. Boys comps were down by a low twenty; girls comps were down by a low thirty. Transactions per store decreased 28%; average transaction value was flat.

Hollister comparable store sales were down 24%. Dudes comps were down by a low teen; Bettys comps were down by a high twenty. Transactions per store decreased 26%; average transaction value increased 2%.

RUEHL comparable store sales were down 26%. Men’s comps were down by a high teen; women’s comps were down by a low thirty. Transactions per store decreased 24%; average transaction value decreased 9%.

From a merchandise classification standpoint across all brands, stronger performing masculine categories included sweaters, jeans, and fragrance, while graphic tees and polos were weakest. Stronger performing feminine categories included woven shirts, sweaters, and jeans, while knit tops, fleece, and graphic tees were weakest.

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Abercrombie & Fitch
December 2008 Sales Release
Call Script

Regionally, comparable store sales were down in all US regions and Canada. Comparable store sales were stronger in the flagship stores, particularly in the UK.

Based on the impact of current sales trends on the profitability of a number of Ruehl and other stores, the Company expects that its fiscal year-end review of long-lived assets will result in a non-cash impairment charge in the fourth quarter.

As was noted in the release, our fourth quarter results will include a charge of approximately $10.0 million to tax expense as a result of the execution of the Chairman and Chief Executive Officer’s new employment agreement on December 19, 2008, 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

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Abercrombie & Fitch
December 2008 Sales Release
Call Script

agreement, the CEO will receive the benefits during his new employment term, therefore the expected tax benefits will no longer be available.

As a result of the charge to tax expense and the expected non-cash impairment charge, the Company now anticipates that its reported net income per diluted share for the fourth quarter will be significantly below the $1.00 to $1.05 per diluted share guidance previously issued.

The Company will report January sales results on Thursday, February 5, 2009.

Thank You.

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