SHARE-BASED COMPENSATION

Financial Statement Impact

The Company recognized share-based compensation expense of $52.9 million, $51.1 million and $40.6 million for Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively. The Company also recognized $20.1 million, $19.2 million and $14.7 million in tax benefits related to share-based compensation for Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively.

The fair value of share-based compensation awards is recognized as compensation expense on a straight-line basis over the awards’ requisite service period, net of forfeitures. For awards that are expected to result in a tax deduction, a deferred tax asset is recorded in the period in which share-based compensation expense is recognized. A current tax deduction arises upon the vesting of restricted stock units or the exercise of stock options and stock appreciation rights and is principally measured at the award’s intrinsic value. If the tax deduction is greater than the recorded deferred tax asset, the tax benefit associated with any excess deduction is considered a “windfall tax benefit” and is recognized as additional paid-in capital. If the tax deduction is less than the recorded deferred tax asset, the resulting difference, or shortfall, is first charged to additional paid-in capital, to the extent of the pool of “windfall tax benefits,” with any remainder recognized as tax expense. The Company’s pool of “windfall tax benefits” as of February 2, 2013, is sufficient to fully absorb any shortfall which may develop associated with awards currently outstanding.

Share-based compensation expense is recognized, net of estimated forfeitures, over the requisite service period on a straight-line basis. The Company adjusts share-based compensation expense on a quarterly basis for actual forfeitures and for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. The effect of adjustments for forfeitures was $1.3 million, $1.6 million and $4.5 million for Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively.

A&F issues shares of Common Stock for stock option and stock appreciation right exercises and restricted stock unit vestings from treasury stock. As of February 2, 2013, A&F had sufficient treasury stock available to settle stock options, stock appreciation rights and restricted stock units outstanding without having to repurchase additional shares of Common Stock. Settlement of stock awards in Common Stock also requires that the Company has sufficient shares available in stockholder-approved plans at the applicable time.

In the event, at each reporting date during which share-based compensation awards remain outstanding, there are not sufficient shares of Common Stock available to be issued under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (the “2007 LTIP”) and the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan (the “2005 LTIP”), or under a successor or replacement plan, the Company may be required to designate some portion of the outstanding awards to be settled in cash, which would result in liability classification of such awards. The fair value of liability-classified awards is re-measured each reporting date until such awards no longer remain outstanding or until sufficient shares of Common Stock become available to be issued under the 2007 LTIP, or under a successor or replacement plan. As long as the awards are required to be classified as a liability, the change in fair value would be recognized in current period expense based on the requisite service period rendered.

Plans

As of February 2, 2013, A&F had two primary share-based compensation plans: the 2005 LTIP, under which A&F grants stock options, stock appreciation rights and restricted stock units to associates of the Company and non-associate members of the A&F Board of Directors, and the 2007 LTIP, under which A&F grants stock options, stock appreciation rights and restricted stock units to associates of the Company. A&F also has four other share-based compensation plans under which it granted stock options and restricted stock units to associates of the Company and non-associate members of the A&F Board of Directors in prior years.

The 2007 LTIP, a stockholder-approved plan, permits A&F to annually grant awards covering up to 2.0 million of underlying shares of A&F’s Common Stock for each type of award, per eligible participant, plus any unused annual limit from prior years. The 2005 LTIP, a stockholder-approved plan, permits A&F to annually grant awards covering up to 250,000 of underlying shares of A&F’s Common Stock for each award type to any associate of the Company (other than the Chairman and Chief Executive Officer (the "CEO") ) who is subject to Section 16 of the Securities Exchange Act of 1934, as amended, at the time of the grant, plus any unused annual limit from prior years. In addition, any non-associate director of A&F is eligible to receive awards under the 2005 LTIP. Under both plans, stock options, stock appreciation rights and restricted stock units vest primarily over four years for associates. Under the 2005 LTIP, restricted stock units typically vest after approximately one year for non-associate directors of A&F. Awards granted to the CEO under the 2007 LTIP have a vesting period defined as the shorter of four years or the period from the award date through the end of the CEO's employment agreement subject to the satisfaction of performance-based criteria for awards granted subsequent to May 7, 2012. Under both plans, stock options have a ten-year term and stock appreciation rights have up to a ten-year term, subject to forfeiture under the terms of the plans. The plans provide for accelerated vesting if there is a change of control as defined in the plans.

Fair Value Estimates

The Company estimates the fair value of stock options and stock appreciation rights granted using the Black-Scholes option-pricing model, which requires the Company to estimate the expected term of the stock options and stock appreciation rights and expected future stock price volatility over the expected term. Estimates of expected terms, which represent the expected periods of time the Company believes stock options and stock appreciation rights will be outstanding, are based on historical experience. Estimates of expected future stock price volatility are based on the volatility of A&F’s Common Stock price for the most recent historical period equal to the expected term of the stock option or stock appreciation right, as appropriate. The Company calculates the volatility as the annualized standard deviation of the differences in the natural logarithms of the weekly stock closing price, adjusted for stock splits and dividends.

In the case of restricted stock units, the Company calculates the fair value of the restricted stock units granted using the market price of the underlying Common Stock on the date of grant adjusted for anticipated dividend payments during the vesting period.

Stock Options

The Company did not grant any stock options during Fiscal 2012, Fiscal 2011 and Fiscal 2010.

Below is a summary of stock option activity for Fiscal 2012:



Stock Options	Number of Underlying Shares		Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life
Outstanding at January 28, 2012	714,997		$	60.72
Granted	—		—
Exercised	(99,122	)	27.02
Forfeited or expired	(46,475	)	75.27
Outstanding at February 2, 2013	569,400		$	65.40	$	2,282,298	4.3
Stock options exercisable at February 2, 2013	568,400		$	65.47	$	2,254,098	4.3
Stock options expected to become exercisable in the future as of February 2, 2013	996		$	22.87	$	28,078	6.0

The total intrinsic value of stock options which were exercised during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $2.0 million, $48.5 million and $10.7 million, respectively.

The grant date fair value of stock options that vested during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $1.3 million, $2.4 million and $4.0 million, respectively.

As of February 2, 2013, there was no unrecognized compensation cost related to stock options.

Stock Appreciation Rights

The weighted-average estimated fair value of stock appreciation rights granted during Fiscal 2012, Fiscal 2011 and Fiscal 2010, and the weighted-average assumptions used in calculating such fair value, on the date of grant, were as follows:



	Fiscal Year
	Chairman and Chief Executive Officer							Other Executive Officers									All Other Associates
	2012	2011			2010			2012			2011			2010			2012			2011			2010
Grant date market price	—	$	56.86		$	44.86		$	52.89		$	54.87		$	44.86		$	51.31		$	55.12		$	44.32
Exercise price	—	$	56.86		$	44.86		$	52.89		$	54.87		$	44.86		$	51.31		$	55.12		$	44.32
Fair value	—	$	22.99		$	16.96		$	23.53		$	22.29		$	16.99		$	21.90		$	21.98		$	16.51
Assumptions:
Price volatility	—	53		%	50		%	56		%	53		%	51		%	61		%	55		%	53		%
Expected term (years)	—	4.6			4.7			5.0			4.7			4.5			4.1			4.1			4.1
Risk-free interest rate	—	1.8		%	2.3		%	1.3		%	2.0		%	2.3		%	0.9		%	1.7		%	2.0		%
Dividend yield	—	1.5		%	2.1		%	1.1		%	1.6		%	2.1		%	1.2		%	1.6		%	2.1		%

Below is a summary of stock appreciation rights activity for Fiscal 2012:



Stock Appreciation Rights	Number of Underlying Shares		Weighted-Average Exercise Price		Aggregate Intrinsic Value		Weighted-Average Remaining Contractual Life
Outstanding at January 28, 2012	9,039,334		$	39.66
Granted:
Chairman and Chief Executive Officer	—		—
Other Executive Officers	212,500		52.89
All Other Associates	151,300		51.31
Exercised	(63,150	)	30.27
Forfeited or expired	(93,125	)	44.61
Outstanding at February 2, 2013	9,246,859		$	40.17	$	114,456,670	4.3
Stock appreciation rights exercisable at February 2, 2013	2,134,871		$	42.55	$	21,259,648	4.8
Stock appreciation rights expected to become exercisable in the future as of February 2, 2013	7,057,622		$	39.38	$	93,026,530	4.1

The total intrinsic value of stock appreciation rights exercised during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $0.9 million, $11.0 million and $1.8 million, respectively.

The grant date fair value of stock appreciation rights that vested during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $24.1 million, $11.3 million and $5.0 million, respectively.

As of February 2, 2013, there was $41.6 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock appreciation rights. The unrecognized compensation cost is expected to be recognized over a weighted-average period of six months.

Restricted Stock Units

Below is a summary of restricted stock unit activity for Fiscal 2012:



Restricted Stock Units	Number of Underlying Shares		Weighted-Average Grant Date Fair Value
Non-vested at January 28, 2012	1,189,292		$	49.11
Granted	625,615		48.07
Vested	(374,352	)	52.18
Forfeited	(241,875	)	52.82
Non-vested at February 2, 2013	1,198,680		$	46.88

The total fair value of restricted stock units granted during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $30.1 million, $31.2 million and $17.9 million, respectively.

The total grant date fair value of restricted stock units and restricted shares which vested during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $19.5 million, $24.3 million and $24.3 million, respectively.

As of February 2, 2013, there was $38.9 million of total unrecognized compensation cost, net of estimated forfeitures, related to non-vested restricted stock units. The unrecognized compensation cost is expected to be recognized over a weighted-average period of six months.