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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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31-1469076
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6301 Fitch Path, New Albany, Ohio
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43054
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Class A Common Stock
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Outstanding at December 3, 2015
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$.01 Par Value
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67,204,664 Shares
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Page No.
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ITEM 1.
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FINANCIAL STATEMENTS
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Thirteen Weeks Ended
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Thirty-nine Weeks Ended
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||||||||||||
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October 31, 2015
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November 1, 2014
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October 31, 2015
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November 1, 2014
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||||||||
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Net sales
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$
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878,572
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$
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911,453
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$
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2,405,750
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$
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2,624,486
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Cost of goods sold
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318,785
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344,383
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924,552
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992,801
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Gross profit
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559,787
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567,070
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1,481,198
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1,631,685
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Stores and distribution expense
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392,942
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413,551
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1,173,773
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1,257,422
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Marketing, general and administrative expense
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117,698
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104,981
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345,077
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339,595
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Restructuring (benefit) charge
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—
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—
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(1,598
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)
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6,053
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Asset impairment
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12,076
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16,706
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18,209
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16,706
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Other operating income, net
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(3,919
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)
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(1,534
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(7,018
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(9,444
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)
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Operating income (loss)
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40,990
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33,366
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(47,245
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)
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21,353
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Interest expense, net
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4,586
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5,572
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13,792
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9,589
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Income (loss) before taxes
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36,404
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27,794
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(61,037
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)
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11,764
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||||
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Income tax (benefit) expense
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(5,881
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)
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9,567
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(40,688
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)
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4,331
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Net income (loss)
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42,285
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18,227
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(20,349
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)
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7,433
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Less: Net income attributable to noncontrolling interests
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394
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—
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1,816
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—
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Net income (loss) attributable to Abercrombie & Fitch Co.
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$
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41,891
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$
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18,227
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$
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(22,165
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$
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7,433
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Net income (loss) per share attributable to Abercrombie & Fitch Co.
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Basic
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$
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0.61
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$
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0.26
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$
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(0.32
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)
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$
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0.10
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Diluted
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$
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0.60
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$
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0.25
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$
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(0.32
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)
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$
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0.10
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Weighted-average shares outstanding
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Basic
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68,866
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70,814
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69,363
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72,577
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Diluted
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69,265
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72,128
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69,363
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73,870
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Dividends declared per share
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$
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0.20
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$
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0.20
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$
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0.60
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$
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0.60
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Other comprehensive loss
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Foreign currency translation
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$
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(1,491
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$
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(39,119
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$
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(11,362
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$
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(35,545
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)
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Derivative financial instruments, net of tax
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(2,952
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9,071
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(11,288
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11,345
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Other comprehensive loss
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(4,443
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(30,048
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(22,650
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(24,200
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Comprehensive income (loss)
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37,842
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(11,821
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(42,999
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(16,767
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Less: Comprehensive income attributable to noncontrolling interests
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394
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—
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1,816
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—
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||||
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Comprehensive income (loss) attributable to
Abercrombie & Fitch Co.
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$
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37,448
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$
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(11,821
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$
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(44,815
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$
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(16,767
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)
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(unaudited)
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||||
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October 31, 2015
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January 31, 2015
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||||
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Assets
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||||
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Current assets:
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Cash and equivalents
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$
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405,611
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$
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520,708
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Receivables
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62,132
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52,910
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Inventories, net
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601,541
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460,794
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Deferred income taxes, net
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34,344
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13,986
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Other current assets
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109,527
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116,574
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Total current assets
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1,213,155
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1,164,972
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Property and equipment, net
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918,926
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967,001
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Other assets
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380,663
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373,194
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Total assets
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$
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2,512,744
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$
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2,505,167
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Liabilities and stockholders' equity
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||||
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Current liabilities:
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||||
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Accounts payable
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$
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303,992
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$
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141,685
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Accrued expenses
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309,209
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282,736
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Short-term portion of deferred lease credits
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25,031
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26,629
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Income taxes payable
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4,665
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32,804
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Short-term portion of borrowings, net
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1,513
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2,102
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Total current liabilities
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644,410
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485,956
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Long-term liabilities:
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||||
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Long-term portion of deferred lease credits
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96,993
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106,393
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Long-term portion of borrowings, net
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288,091
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291,310
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Leasehold financing obligations
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48,370
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50,521
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Other liabilities
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166,002
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181,286
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Total long-term liabilities
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599,456
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629,510
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Stockholders' equity
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|
||||
|
Class A Common Stock - $0.01 par value: 150,000 shares authorized and 103,300 shares issued at each of October 31, 2015 and January 31, 2015
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1,033
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|
1,033
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Paid-in capital
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428,651
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434,137
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Retained earnings
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2,485,878
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2,550,673
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Accumulated other comprehensive loss, net of tax
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(106,230
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)
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(83,580
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)
|
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Treasury stock, at average cost: 36,147 and 33,948 shares at October 31, 2015 and January 31, 2015, respectively
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(1,544,168
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)
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(1,512,562
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)
|
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Total Abercrombie & Fitch Co. stockholders' equity
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1,265,164
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|
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1,389,701
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Noncontrolling interests
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3,714
|
|
|
—
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|
||
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Total stockholders' equity
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1,268,878
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|
|
1,389,701
|
|
||
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Total liabilities and stockholders' equity
|
$
|
2,512,744
|
|
|
$
|
2,505,167
|
|
|
|
Thirty-nine Weeks Ended
|
||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||
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Operating activities
|
|
|
|
||||
|
Net (loss) income
|
$
|
(20,349
|
)
|
|
$
|
7,433
|
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities
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|
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|
||||
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Depreciation and amortization
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160,364
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|
|
174,966
|
|
||
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Asset impairment
|
18,209
|
|
|
16,706
|
|
||
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Loss on disposal
|
6,312
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|
|
3,580
|
|
||
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Amortization of deferred lease credits
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(21,482
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)
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|
(29,525
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)
|
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Benefit from deferred income taxes
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(36,747
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)
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(1,408
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)
|
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Share-based compensation
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21,681
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17,396
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Changes in assets and liabilities
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|
||||
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Inventories, net
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(141,725
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)
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(90,485
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)
|
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Accounts payable and accrued expenses
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148,832
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|
3,049
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|
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Lessor construction allowances
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4,743
|
|
|
11,669
|
|
||
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Income taxes
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(34,249
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)
|
|
(55,239
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)
|
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Other assets
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(9,268
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)
|
|
(15,739
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)
|
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Other liabilities
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(29,781
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)
|
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(12,939
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)
|
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|
Net cash provided by operating activities
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66,540
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|
|
29,464
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|
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Investing activities
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|
||||
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Purchases of property and equipment
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(105,216
|
)
|
|
(132,183
|
)
|
||
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Proceeds from sale of property and equipment
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11,109
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|
|
—
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|
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Other investing activities
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9,544
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|
|
—
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|
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Net cash used for investing activities
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(84,563
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)
|
|
(132,183
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)
|
||
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Financing activities
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|
||||
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Purchase of treasury stock
|
(50,033
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)
|
|
(285,038
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)
|
||
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Repayments of borrowings
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(2,250
|
)
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|
(195,000
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)
|
||
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Proceeds from borrowings
|
—
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|
|
357,000
|
|
||
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Other financing activities
|
147
|
|
|
579
|
|
||
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Dividends paid
|
(41,704
|
)
|
|
(43,494
|
)
|
||
|
Net cash used for financing activities
|
(93,840
|
)
|
|
(165,953
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)
|
||
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Effect of exchange rates on cash
|
(3,234
|
)
|
|
(10,880
|
)
|
||
|
Net decrease in cash and equivalents
|
(115,097
|
)
|
|
(279,552
|
)
|
||
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Cash and equivalents, beginning of period
|
520,708
|
|
|
600,116
|
|
||
|
Cash and equivalents, end of period
|
$
|
405,611
|
|
|
$
|
320,564
|
|
|
Significant non-cash investing activities
|
|
|
|
||||
|
Change in accrual for construction in progress
|
$
|
22,882
|
|
|
$
|
1,054
|
|
|
Supplemental information
|
|
|
|
||||
|
Cash paid for interest
|
$
|
12,220
|
|
|
$
|
12,554
|
|
|
Cash paid for income taxes, net of refunds
|
$
|
45,100
|
|
|
$
|
68,357
|
|
|
Standard
|
|
Description
|
|
Date of
Adoption
|
|
Effect on the Financial Statements or Other Significant Matters
|
|
Standard adopted
|
||||||
|
ASU 2015-03,
Simplifying the Presentation of Debt Issuance Costs
|
|
This standard amends ASC 835,
Interest—Imputation of Interest.
The amendment provides guidance on the financial statement presentation of debt issuance costs as a direct reduction of a liability when associated with a liability.
|
|
February 1, 2015
|
|
The adoption of this guidance impacted the Company's consolidated financial statements by approximately $0.6M.
|
|
ASU 2015-15,
Simplifying the Presentation of Debt Issuance Costs
|
|
This standard amends ASC 835,
Interest—Imputation of Interest.
The amendment provides guidance on the financial statement presentation of debt issuance costs associated with line-of-credit arrangements as an asset regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.
|
|
August 2, 2015
|
|
The adoption of this guidance did not have any impact on the Company's consolidated financial statements.
|
|
Standards not yet adopted
|
||||||
|
ASU 2014-09,
Revenue from Contracts with Customers
|
|
This standard supersedes the revenue recognition requirements in "Revenue Recognition (Topic 605)." The new ASC guidance requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services.
|
|
February 4, 2018
|
|
The Company is currently evaluating the potential impact of this standard.
|
|
ASU 2015-11,
Simplifying the Measurement of Inventory
|
|
This standard amends ASC 330,
Inventory
. This amendment applies to inventory measured using first-in, first-out (FIFO) or average cost. Under this amendment, inventory should be measured at the lower of cost and net realizable value, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
|
|
January 29, 2017*
|
|
The adoption of this amendment is not expected to have a material impact on the Company's consolidated financial statements.
|
|
ASU 2015-17
, Income Taxes: Balance Sheet Classification of Deferred Taxes
|
|
This standard requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position.
|
|
January 29, 2017*
|
|
The adoption of this standard will result in the reclassification of all current deferred tax assets and liabilities to noncurrent in the Company's consolidated balance sheets.
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||
|
(in thousands)
|
October 31, 2015
|
|
November 1, 2014
|
|
October 31, 2015
|
|
November 1, 2014
|
||||
|
Shares of common stock issued
|
103,300
|
|
|
103,300
|
|
|
103,300
|
|
|
103,300
|
|
|
Weighted-average treasury shares
|
(34,434
|
)
|
|
(32,486
|
)
|
|
(33,937
|
)
|
|
(30,723
|
)
|
|
Weighted-average — basic shares
|
68,866
|
|
|
70,814
|
|
|
69,363
|
|
|
72,577
|
|
|
Dilutive effect of share-based compensation awards
|
399
|
|
|
1,314
|
|
|
—
|
|
|
1,293
|
|
|
Weighted-average — diluted shares
|
69,265
|
|
|
72,128
|
|
|
69,363
|
|
|
73,870
|
|
|
Anti-dilutive shares
(1)
|
10,205
|
|
|
5,566
|
|
|
12,154
|
|
|
5,621
|
|
|
(1)
|
Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income (loss) per diluted share because the impact would have been anti-dilutive.
|
|
•
|
Level 1—inputs are unadjusted quoted prices for identical assets or liabilities that are available in active markets that the Company can access at the measurement date.
|
|
•
|
Level 2—inputs are other than quoted market prices included within Level 1 that are observable for assets or liabilities, directly or indirectly.
|
|
•
|
Level 3—inputs to the valuation methodology are unobservable.
|
|
|
Assets and Liabilities at Fair Value as of October 31, 2015
|
||||||||||||||
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
79,212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,212
|
|
|
Derivative financial instruments
|
—
|
|
|
1,769
|
|
|
—
|
|
|
1,769
|
|
||||
|
Total assets measured at fair value
|
$
|
79,212
|
|
|
$
|
1,769
|
|
|
$
|
—
|
|
|
$
|
80,981
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Derivative financial instruments
|
—
|
|
|
396
|
|
|
—
|
|
|
396
|
|
||||
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
396
|
|
|
$
|
—
|
|
|
$
|
396
|
|
|
|
Assets and Liabilities at Fair Value as of January 31, 2015
|
||||||||||||||
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
122,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122,047
|
|
|
Derivative financial instruments
|
—
|
|
|
10,293
|
|
|
—
|
|
|
10,293
|
|
||||
|
Total assets measured at fair value
|
$
|
122,047
|
|
|
$
|
10,293
|
|
|
$
|
—
|
|
|
$
|
132,340
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
(in thousands)
|
October 31, 2015
|
|
January 31, 2015
|
||||
|
Gross borrowings outstanding, carrying amount
|
$
|
297,000
|
|
|
$
|
299,250
|
|
|
Gross borrowings outstanding, fair value
|
$
|
289,575
|
|
|
$
|
295,135
|
|
|
(in thousands)
|
October 31, 2015
|
|
January 31, 2015
|
||||
|
Inventories
|
$
|
635,967
|
|
|
$
|
484,865
|
|
|
Less: Lower of cost or market reserve
|
(29,303
|
)
|
|
(12,707
|
)
|
||
|
Less: Shrink reserve
|
(5,123
|
)
|
|
(11,364
|
)
|
||
|
Inventories, net
|
$
|
601,541
|
|
|
$
|
460,794
|
|
|
(in thousands)
|
October 31, 2015
|
|
January 31, 2015
|
||||
|
Property and equipment, at cost
|
$
|
2,830,013
|
|
|
$
|
2,797,250
|
|
|
Less: Accumulated depreciation and amortization
|
(1,911,087
|
)
|
|
(1,830,249
|
)
|
||
|
Property and equipment, net
|
$
|
918,926
|
|
|
$
|
967,001
|
|
|
|
Number of
Underlying
Shares
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
|
Outstanding at January 31, 2015
|
328,100
|
|
|
$
|
64.64
|
|
|
|
|
|
||
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Forfeited or expired
|
(34,300
|
)
|
|
69.71
|
|
|
|
|
|
|||
|
Outstanding at October 31, 2015
|
293,800
|
|
|
$
|
64.05
|
|
|
$
|
—
|
|
|
1.9
|
|
Stock options exercisable at October 31, 2015
|
293,800
|
|
|
$
|
64.05
|
|
|
$
|
—
|
|
|
1.9
|
|
|
Number of
Underlying
Shares
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
|
Outstanding at January 31, 2015
|
8,953,675
|
|
|
$
|
40.28
|
|
|
|
|
|
||
|
Granted
|
709,758
|
|
|
21.90
|
|
|
|
|
|
|||
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
|
Forfeited or expired
|
(165,150
|
)
|
|
39.70
|
|
|
|
|
|
|||
|
Outstanding at October 31, 2015
|
9,498,283
|
|
|
$
|
38.92
|
|
|
$
|
—
|
|
|
2.3
|
|
Stock appreciation rights exercisable at October 31, 2015
|
8,326,609
|
|
|
$
|
40.31
|
|
|
$
|
—
|
|
|
1.4
|
|
Stock appreciation rights expected to become exercisable in the future as of October 31, 2015
|
1,039,928
|
|
|
$
|
29.31
|
|
|
$
|
—
|
|
|
8.9
|
|
|
Executive Officers
|
|
All Other Associates
|
||||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
Grant date market price
|
$
|
22.46
|
|
|
$
|
37.85
|
|
|
$
|
21.99
|
|
|
$
|
38.58
|
|
|
Exercise price
|
$
|
22.46
|
|
|
$
|
38.44
|
|
|
$
|
21.99
|
|
|
$
|
38.79
|
|
|
Fair value
|
$
|
9.11
|
|
|
$
|
14.04
|
|
|
$
|
7.84
|
|
|
$
|
13.56
|
|
|
Assumptions:
|
|
|
|
|
|
|
|
||||||||
|
Price volatility
|
49
|
%
|
|
50
|
%
|
|
49
|
%
|
|
50
|
%
|
||||
|
Expected term (years)
|
6.1
|
|
|
4.9
|
|
|
4.4
|
|
|
4.1
|
|
||||
|
Risk-free interest rate
|
1.5
|
%
|
|
1.6
|
%
|
|
1.3
|
%
|
|
1.4
|
%
|
||||
|
Dividend yield
|
1.7
|
%
|
|
2.0
|
%
|
|
1.7
|
%
|
|
1.9
|
%
|
||||
|
|
Service-based Restricted
Stock Units
|
|
Performance-based Restricted
Stock Units
|
|
Market-based Restricted
Stock Units
|
|||||||||||||||
|
|
Number of
Underlying
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|
Number of
Underlying
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|
Number of
Underlying
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||||||||
|
Unvested at January 31, 2015
|
1,566,272
|
|
|
$
|
37.81
|
|
|
205,420
|
|
|
$
|
32.05
|
|
|
36,374
|
|
|
$
|
40.13
|
|
|
Granted
(1)
|
1,060,293
|
|
|
20.49
|
|
|
113,331
|
|
|
20.10
|
|
|
113,337
|
|
|
19.04
|
|
|||
|
Adjustments for performance achievement
|
—
|
|
|
—
|
|
|
(28,250
|
)
|
|
36.14
|
|
|
—
|
|
|
—
|
|
|||
|
Vested
|
(437,946
|
)
|
|
41.00
|
|
|
(48,668
|
)
|
|
38.24
|
|
|
—
|
|
|
—
|
|
|||
|
Forfeited
|
(181,378
|
)
|
|
35.62
|
|
|
(30,208
|
)
|
|
36.19
|
|
|
(7,000
|
)
|
|
28.31
|
|
|||
|
Unvested at October 31, 2015
|
2,007,241
|
|
|
$
|
28.16
|
|
|
211,625
|
|
|
$
|
23.09
|
|
|
142,711
|
|
|
$
|
23.96
|
|
|
(1)
|
Includes
226,668
shares granted at
100%
of their target vesting amount related to restricted stock units with performance vesting conditions.
|
|
(in thousands)
|
October 31, 2015
|
|
November 1, 2014
|
||||
|
Service-based restricted stock units:
|
|
|
|
||||
|
Total grant date fair value of awards granted
|
$
|
21,725
|
|
|
$
|
20,847
|
|
|
Total grant date fair value of awards vested
|
17,956
|
|
|
16,470
|
|
||
|
|
|
|
|
||||
|
Performance-based restricted stock units:
|
|
|
|
||||
|
Total grant date fair value of awards granted
|
$
|
2,278
|
|
|
$
|
4,470
|
|
|
Total grant date fair value of awards vested
|
1,861
|
|
|
515
|
|
||
|
|
|
|
|
||||
|
Market-based restricted stock units:
|
|
|
|
||||
|
Total grant date fair value of awards granted
|
$
|
2,158
|
|
|
$
|
3,576
|
|
|
Total grant date fair value of awards vested
|
—
|
|
|
—
|
|
||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||
|
Grant date market price
|
$
|
22.46
|
|
|
$
|
38.50
|
|
|
Fair value
|
$
|
19.04
|
|
|
$
|
46.86
|
|
|
Assumptions:
|
|
|
|
||||
|
Price volatility
|
45
|
%
|
|
50
|
%
|
||
|
Expected term (years)
|
2.8
|
|
|
2.8
|
|
||
|
Risk-free interest rate
|
0.9
|
%
|
|
0.8
|
%
|
||
|
Dividend yield
|
3.5
|
%
|
|
2.1
|
%
|
||
|
Average volatility of peer companies
|
34.0
|
%
|
|
37.3
|
%
|
||
|
Average correlation coefficient of peer companies
|
0.3288
|
|
|
0.3786
|
|
||
|
(in thousands)
|
Notional Amount
(1)
|
||
|
Euro
|
$
|
68,803
|
|
|
British pound
|
$
|
22,992
|
|
|
Canadian dollar
|
$
|
11,027
|
|
|
(1)
|
Amounts are reported in U.S. Dollar equivalent as of
October 31, 2015
.
|
|
(in thousands)
|
Notional Amount
(1)
|
||
|
Euro
|
$
|
18,772
|
|
|
Japanese yen
|
$
|
13,232
|
|
|
British pound
|
$
|
6,887
|
|
|
Singapore dollar
|
$
|
6,449
|
|
|
Hong Kong dollar
|
$
|
1,936
|
|
|
(1)
|
Amounts are reported in U.S. Dollar equivalent as of
October 31, 2015
.
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
(in thousands)
|
Location
|
|
October 31,
2015 |
|
January 31,
2015 |
|
Location
|
|
October 31,
2015 |
|
January 31,
2015 |
||||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Foreign currency exchange forward contracts
|
Other current assets
|
|
$
|
1,688
|
|
|
$
|
10,283
|
|
|
Accrued expenses
|
|
$
|
305
|
|
|
$
|
—
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Foreign currency exchange forward contracts
|
Other current assets
|
|
$
|
81
|
|
|
$
|
10
|
|
|
Accrued expenses
|
|
$
|
91
|
|
|
$
|
—
|
|
|
Total
|
Other current assets
|
|
$
|
1,769
|
|
|
$
|
10,293
|
|
|
Accrued expenses
|
|
$
|
396
|
|
|
$
|
—
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
|
|
|
October 31, 2015
|
|
November 1, 2014
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
Location
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
||||||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|||||||||
|
Foreign currency exchange forward contracts
|
Other operating income, net
|
|
$
|
10
|
|
|
$
|
793
|
|
|
$
|
434
|
|
|
$
|
564
|
|
|
|
Effective Portion
|
|
Ineffective Portion and Amount Excluded from Effectiveness Testing
|
||||||||||||||||||||||||
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative Contracts (a)
|
|
Location of Gain (Loss) Reclassified from AOCL into Earnings
|
|
Amount of Gain (Loss) Reclassified from AOCL into Earnings (b)
|
|
Location of Gain Recognized in Earnings on Derivative Contracts
|
|
Amount of Gain Recognized in Earnings on Derivative Contracts (c)
|
||||||||||||||||||
|
|
Thirteen Weeks Ended
|
||||||||||||||||||||||||||
|
(in thousands)
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
October 31,
2015 |
|
November 1,
2014 |
||||||||||||
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Foreign currency exchange forward contracts
|
$
|
933
|
|
|
$
|
9,265
|
|
|
Cost of goods sold
|
|
$
|
2,886
|
|
|
$
|
(856
|
)
|
|
Other operating income, net
|
|
$
|
58
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Thirty-nine Weeks Ended
|
||||||||||||||||||||||||||
|
(in thousands)
|
October 31, 2015
|
|
November 1, 2014
|
|
|
|
October 31, 2015
|
|
November 1, 2014
|
|
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||||||
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Foreign currency exchange forward contracts
|
$
|
3,318
|
|
|
$
|
8,128
|
|
|
Cost of goods sold
|
|
$
|
13,761
|
|
|
$
|
(4,212
|
)
|
|
Other operating income, net
|
|
$
|
297
|
|
|
$
|
248
|
|
|
(a)
|
The amount represents the change in fair value of derivative contracts due to changes in spot rates.
|
|
(b)
|
The amount represents the reclassification from AOCL into earnings when the hedged item affects earnings, which is when merchandise is sold to the Company’s customers.
|
|
(c)
|
The amount represents the change in fair value of derivative contracts due to changes in the difference between the spot price and forward price that is excluded from the assessment of hedge effectiveness and, therefore, recognized in earnings.
|
|
|
Thirteen Weeks Ended October 31, 2015
|
||||||||||
|
(in thousands)
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||
|
Beginning balance at August 1, 2015
|
$
|
4,764
|
|
|
$
|
(106,551
|
)
|
|
$
|
(101,787
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(123
|
)
|
|
(1,384
|
)
|
|
(1,507
|
)
|
|||
|
Reclassified from accumulated other comprehensive income (loss)
(1)
|
(2,886
|
)
|
|
—
|
|
|
(2,886
|
)
|
|||
|
Tax effect on other comprehensive income (loss)
|
57
|
|
|
(107
|
)
|
|
(50
|
)
|
|||
|
Other comprehensive loss
|
(2,952
|
)
|
|
(1,491
|
)
|
|
(4,443
|
)
|
|||
|
Ending balance at October 31, 2015
|
$
|
1,812
|
|
|
$
|
(108,042
|
)
|
|
$
|
(106,230
|
)
|
|
|
Thirty-nine Weeks Ended October 31, 2015
|
||||||||||
|
(in thousands)
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||
|
Beginning balance at January 31, 2015
|
$
|
13,100
|
|
|
$
|
(96,680
|
)
|
|
$
|
(83,580
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
2,263
|
|
|
(11,255
|
)
|
|
(8,992
|
)
|
|||
|
Reclassified from accumulated other comprehensive income (loss)
(1)
|
(13,761
|
)
|
|
—
|
|
|
(13,761
|
)
|
|||
|
Tax effect on other comprehensive income (loss)
|
210
|
|
|
(107
|
)
|
|
103
|
|
|||
|
Other comprehensive loss
|
(11,288
|
)
|
|
(11,362
|
)
|
|
(22,650
|
)
|
|||
|
Ending balance at October 31, 2015
|
$
|
1,812
|
|
|
$
|
(108,042
|
)
|
|
$
|
(106,230
|
)
|
|
(1)
|
For the
thirteen
and
thirty-nine
weeks ended
October 31, 2015
, a gain was reclassified from other comprehensive income (loss) to the cost of goods sold line item on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).
|
|
|
Thirteen Weeks Ended November 1, 2014
|
||||||||||
|
(in thousands)
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||
|
Beginning balance at August 2, 2014
|
$
|
108
|
|
|
$
|
(15,177
|
)
|
|
$
|
(15,069
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
9,265
|
|
|
(39,119
|
)
|
|
(29,854
|
)
|
|||
|
Reclassified from accumulated other comprehensive income (loss)
(2)
|
856
|
|
|
—
|
|
|
856
|
|
|||
|
Tax effect on other comprehensive income (loss)
|
(1,050
|
)
|
|
—
|
|
|
(1,050
|
)
|
|||
|
Other comprehensive income (loss)
|
9,071
|
|
|
(39,119
|
)
|
|
(30,048
|
)
|
|||
|
Ending balance at November 1, 2014
|
$
|
9,179
|
|
|
$
|
(54,296
|
)
|
|
$
|
(45,117
|
)
|
|
|
Thirty-nine Weeks Ended November 1, 2014
|
||||||||||
|
(in thousands)
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||
|
Beginning balance at February 1, 2014
|
$
|
(2,166
|
)
|
|
$
|
(18,751
|
)
|
|
$
|
(20,917
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
8,128
|
|
|
(35,545
|
)
|
|
(27,417
|
)
|
|||
|
Reclassified from accumulated other comprehensive income (loss)
(2)
|
4,212
|
|
|
—
|
|
|
4,212
|
|
|||
|
Tax effect on other comprehensive income (loss)
|
(995
|
)
|
|
—
|
|
|
(995
|
)
|
|||
|
Other comprehensive income (loss)
|
11,345
|
|
|
(35,545
|
)
|
|
(24,200
|
)
|
|||
|
Ending balance at November 1, 2014
|
$
|
9,179
|
|
|
$
|
(54,296
|
)
|
|
$
|
(45,117
|
)
|
|
(2)
|
For the
thirteen
and
thirty-nine
weeks ended
November 1, 2014
, a loss was reclassified from other comprehensive income (loss) to cost of goods sold on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
(in thousands)
|
October 31, 2015
|
|
November 1, 2014
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
Abercrombie
|
$
|
411,259
|
|
|
$
|
439,702
|
|
|
$
|
1,131,626
|
|
|
$
|
1,246,486
|
|
|
Hollister
|
467,313
|
|
|
468,118
|
|
|
1,274,040
|
|
|
1,354,330
|
|
||||
|
Other
(1)
|
—
|
|
|
3,633
|
|
|
84
|
|
|
23,670
|
|
||||
|
Total
|
$
|
878,572
|
|
|
$
|
911,453
|
|
|
$
|
2,405,750
|
|
|
$
|
2,624,486
|
|
|
(1)
|
Represents net sales from the Company's Gilly Hicks operations. See Note 10,
"GILLY HICKS RESTRUCTURING,"
for additional information on the Company's exit from Gilly Hicks branded stores.
|
|
|
Thirteen Weeks Ended
|
|
Thirty-nine Weeks Ended
|
||||||||||||
|
(in thousands)
|
October 31, 2015
|
|
November 1, 2014
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
United States
|
$
|
572,736
|
|
|
$
|
594,713
|
|
|
$
|
1,536,151
|
|
|
$
|
1,645,354
|
|
|
Europe
|
206,538
|
|
|
222,631
|
|
|
572,772
|
|
|
706,641
|
|
||||
|
Other
|
99,298
|
|
|
94,109
|
|
|
296,827
|
|
|
272,491
|
|
||||
|
Total
|
$
|
878,572
|
|
|
$
|
911,453
|
|
|
$
|
2,405,750
|
|
|
$
|
2,624,486
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
October 31, 2015
|
||||||||||
|
(in thousands, except gross profit rate and per share amounts)
|
|
GAAP
|
|
Excluded Items
(1)
|
|
Non-GAAP
|
||||||
|
Thirteen Weeks Ended
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
|
63.7
|
%
|
|
(0.3
|
)%
|
|
63.4
|
%
|
|||
|
Operating income
|
|
$
|
40,990
|
|
|
$
|
10,086
|
|
|
$
|
51,076
|
|
|
Net income attributable to Abercrombie & Fitch Co.
|
|
$
|
41,891
|
|
|
$
|
(8,974
|
)
|
|
$
|
32,917
|
|
|
Net income per diluted share attributable to Abercrombie & Fitch Co.
|
|
$
|
0.60
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
||||||
|
Thirty-nine Weeks Ended
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
|
61.6
|
%
|
|
0.9
|
%
|
|
62.5
|
%
|
|||
|
Operating (loss) income
|
|
$
|
(47,245
|
)
|
|
$
|
62,466
|
|
|
$
|
15,221
|
|
|
Net (loss) income attributable to Abercrombie & Fitch Co.
|
|
$
|
(22,165
|
)
|
|
$
|
26,505
|
|
|
$
|
4,340
|
|
|
Net (loss) income per diluted share attributable to Abercrombie & Fitch Co.
|
|
$
|
(0.32
|
)
|
|
$
|
0.38
|
|
|
$
|
0.06
|
|
|
|
|
November 1, 2014
|
||||||||||
|
(in thousands, except gross profit rate and per share amounts)
|
|
GAAP
|
|
Excluded Items
(1)
|
|
Non-GAAP
|
||||||
|
Thirteen Weeks Ended
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
|
62.2
|
%
|
|
—
|
%
|
|
62.2
|
%
|
|||
|
Operating income
|
|
$
|
33,366
|
|
|
$
|
20,268
|
|
|
$
|
53,634
|
|
|
Net income attributable to Abercrombie & Fitch Co.
|
|
$
|
18,227
|
|
|
$
|
12,179
|
|
|
$
|
30,406
|
|
|
Net income per diluted share attributable to Abercrombie & Fitch Co.
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
||||||
|
Thirty-nine Weeks Ended
|
|
|
|
|
|
|
||||||
|
Gross profit rate
|
|
62.2
|
%
|
|
—
|
%
|
|
62.2
|
%
|
|||
|
Operating income
|
|
$
|
21,353
|
|
|
$
|
38,249
|
|
|
$
|
59,602
|
|
|
Net income attributable to Abercrombie & Fitch Co.
|
|
$
|
7,433
|
|
|
$
|
24,056
|
|
|
$
|
31,489
|
|
|
Net income per diluted share attributable to Abercrombie & Fitch Co.
|
|
$
|
0.10
|
|
|
$
|
0.33
|
|
|
$
|
0.43
|
|
|
(1)
|
Refer to
"RESULTS OF OPERATIONS"
for details on excluded items.
|
|
•
|
Putting the customer at the center of everything we do.
|
|
•
|
Delivering a compelling and differentiated assortment.
|
|
•
|
Optimizing our brand reach domestically and internationally and optimizing our performance in each channel.
|
|
•
|
Defining a clear positioning for our brands.
|
|
•
|
Continuing to improve efficiency and reduce expense.
|
|
•
|
Ensuring we are organized to succeed.
|
|
•
|
Comparable sales to be approximately flat.
|
|
•
|
Continued adverse effects from foreign currency exchange rates.
|
|
•
|
Gross margin rate to be approximately flat with last year on a constant currency basis, resulting in a reduction in relation to last year's reported gross margin rate.
|
|
•
|
Operating expense dollars to be approximately flat to last year after absorbing a provision for the restoration of incentive compensation.
|
|
•
|
A weighted average diluted share count of approximately 68 million shares, excluding effects of potential share buybacks.
|
|
Store activity
|
|
Abercrombie
(1)
|
|
Hollister
(2)
|
|
Total
|
|||
|
U.S. stores
|
|
|
|
|
|
|
|||
|
August 1, 2015
|
|
354
|
|
|
429
|
|
|
783
|
|
|
New
|
|
7
|
|
|
2
|
|
|
9
|
|
|
Closed
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
October 31, 2015
|
|
359
|
|
|
431
|
|
|
790
|
|
|
Gross square feet at October 31, 2015 (in thousands)
|
|
2,743
|
|
|
2,966
|
|
|
5,709
|
|
|
|
|
|
|
|
|
|
|||
|
International stores
|
|
|
|
|
|
|
|||
|
August 1, 2015
|
|
34
|
|
|
137
|
|
|
171
|
|
|
New
|
|
2
|
|
|
2
|
|
|
4
|
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
|
October 31, 2015
|
|
36
|
|
|
139
|
|
|
175
|
|
|
Gross square feet at October 31, 2015 (in thousands)
|
|
584
|
|
|
1,185
|
|
|
1,769
|
|
|
Total stores
|
|
395
|
|
|
570
|
|
|
965
|
|
|
Total gross square feet at October 31, 2015 (in thousands)
|
|
3,327
|
|
|
4,151
|
|
|
7,478
|
|
|
|
|
|
|
|
|
|
|||
|
Store activity
|
|
Abercrombie
(1)
|
|
Hollister
|
|
Total
|
|||
|
U.S. stores
|
|
|
|
|
|
|
|||
|
August 2, 2014
|
|
377
|
|
|
454
|
|
|
831
|
|
|
New
|
|
2
|
|
|
—
|
|
|
2
|
|
|
Closed
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
November 1, 2014
|
|
377
|
|
|
452
|
|
|
829
|
|
|
Gross square feet at November 1, 2014 (in thousands)
|
|
2,884
|
|
|
3,119
|
|
|
6,003
|
|
|
|
|
|
|
|
|
|
|||
|
International stores
|
|
|
|
|
|
|
|||
|
August 2, 2014
|
|
27
|
|
|
131
|
|
|
158
|
|
|
New
|
|
3
|
|
|
2
|
|
|
5
|
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
|
November 1, 2014
|
|
30
|
|
|
133
|
|
|
163
|
|
|
Gross square feet at November 1, 2014 (in thousands)
|
|
550
|
|
|
1,162
|
|
|
1,712
|
|
|
Total stores
|
|
407
|
|
|
585
|
|
|
992
|
|
|
Total gross square feet at November 1, 2014 (in thousands)
|
|
3,434
|
|
|
4,281
|
|
|
7,715
|
|
|
(1)
|
Includes Abercrombie & Fitch and abercrombie kids brands. Prior period store counts have been restated to combine abercrombie kids carveouts with Abercrombie & Fitch stores into one store. The change reduced total stores by eight stores as of August 2, 2014 and November 1, 2014.
|
|
(2)
|
Excludes two franchise stores.
|
|
Store activity
|
|
Abercrombie
(1)
|
|
Hollister
(2)
|
|
Total
|
|||
|
U.S. stores
|
|
|
|
|
|
|
|||
|
January 31, 2015
|
|
361
|
|
|
433
|
|
|
794
|
|
|
New
|
|
11
|
|
|
2
|
|
|
13
|
|
|
Closed
|
|
(13
|
)
|
|
(4
|
)
|
|
(17
|
)
|
|
October 31, 2015
|
|
359
|
|
|
431
|
|
|
790
|
|
|
Gross square feet at October 31, 2015 (in thousands)
|
|
2,743
|
|
|
2,966
|
|
|
5,709
|
|
|
|
|
|
|
|
|
|
|||
|
International stores
|
|
|
|
|
|
|
|||
|
January 31, 2015
|
|
32
|
|
|
135
|
|
|
167
|
|
|
New
|
|
4
|
|
|
6
|
|
|
10
|
|
|
Closed
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
October 31, 2015
|
|
36
|
|
|
139
|
|
|
175
|
|
|
Gross square feet at October 31, 2015 (in thousands)
|
|
584
|
|
|
1,185
|
|
|
1,769
|
|
|
Total stores
|
|
395
|
|
|
570
|
|
|
965
|
|
|
Total gross square feet at October 31, 2015 (in thousands)
|
|
3,327
|
|
|
4,151
|
|
|
7,478
|
|
|
|
|
|
|
|
|
|
|||
|
Store activity
|
|
Abercrombie
(1)
|
|
Hollister
|
|
Total
|
|||
|
U.S. stores
|
|
|
|
|
|
|
|||
|
February 1, 2014
|
|
381
|
|
|
458
|
|
|
839
|
|
|
New
|
|
3
|
|
|
1
|
|
|
4
|
|
|
Closed
|
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
November 1, 2014
|
|
377
|
|
|
452
|
|
|
829
|
|
|
Gross square feet at November 1, 2014 (in thousands)
|
|
2,884
|
|
|
3,119
|
|
|
6,003
|
|
|
|
|
|
|
|
|
|
|||
|
International stores
|
|
|
|
|
|
|
|||
|
February 1, 2014
|
|
24
|
|
|
129
|
|
|
153
|
|
|
New
|
|
6
|
|
|
4
|
|
|
10
|
|
|
Closed
|
|
—
|
|
|
—
|
|
|
—
|
|
|
November 1, 2014
|
|
30
|
|
|
133
|
|
|
163
|
|
|
Gross square feet at November 1, 2014 (in thousands)
|
|
550
|
|
|
1,162
|
|
|
1,712
|
|
|
Total stores
|
|
407
|
|
|
585
|
|
|
992
|
|
|
Total gross square feet at November 1, 2014 (in thousands)
|
|
3,434
|
|
|
4,281
|
|
|
7,715
|
|
|
(1)
|
Includes Abercrombie & Fitch and abercrombie kids brands. Prior period store counts have been restated to combine abercrombie kids carveouts with Abercrombie & Fitch stores into one store. The change reduced total stores by eight stores as of January 31, 2015 and November 1, 2014, and by six stores as of February 1, 2014.
|
|
(2)
|
Excludes two franchise stores.
|
|
|
Thirteen Weeks Ended
|
|
|
|
|
||||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
|
|
|
|
||||||||||
|
(in thousands)
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
$ Change
|
|
Net Sales
% Change
|
||||||
|
Abercrombie
(2)
|
$
|
411,259
|
|
|
(5)%
|
|
$
|
439,702
|
|
|
(7)%
|
|
$
|
(28,443
|
)
|
|
(6)%
|
|
Hollister
|
467,313
|
|
|
3%
|
|
468,118
|
|
|
(12)%
|
|
(805
|
)
|
|
—%
|
|||
|
Other
(3)
|
—
|
|
|
|
|
3,633
|
|
|
|
|
(3,633
|
)
|
|
(100)%
|
|||
|
Total net sales
|
$
|
878,572
|
|
|
(1)%
|
|
$
|
911,453
|
|
|
(10)%
|
|
$
|
(32,881
|
)
|
|
(4)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
U.S.
|
$
|
572,736
|
|
|
(3)%
|
|
$
|
594,713
|
|
|
(7)%
|
|
$
|
(21,977
|
)
|
|
(4)%
|
|
International
|
305,836
|
|
|
1%
|
|
316,740
|
|
|
(15)%
|
|
(10,904
|
)
|
|
(3)%
|
|||
|
Total net sales
|
$
|
878,572
|
|
|
(1)%
|
|
$
|
911,453
|
|
|
(10)%
|
|
$
|
(32,881
|
)
|
|
(4)%
|
|
|
Thirty-nine Weeks Ended
|
|
|
|
|
||||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
|
|
|
|
||||||||||
|
(in thousands)
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
$ Change
|
|
Net Sales
% Change
|
||||||
|
Abercrombie
(2)
|
$
|
1,131,626
|
|
|
(7)%
|
|
$
|
1,246,486
|
|
|
(4)%
|
|
$
|
(114,860
|
)
|
|
(9)%
|
|
Hollister
|
1,274,040
|
|
|
(2)%
|
|
1,354,330
|
|
|
(10)%
|
|
(80,290
|
)
|
|
(6)%
|
|||
|
Other
(3)
|
84
|
|
|
|
|
23,670
|
|
|
|
|
(23,586
|
)
|
|
(100)%
|
|||
|
Total net sales
|
$
|
2,405,750
|
|
|
(4)%
|
|
$
|
2,624,486
|
|
|
(7)%
|
|
$
|
(218,736
|
)
|
|
(8)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
U.S.
|
$
|
1,536,151
|
|
|
(5)%
|
|
$
|
1,645,354
|
|
|
(6)%
|
|
$
|
(109,203
|
)
|
|
(7)%
|
|
International
|
869,599
|
|
|
(4)%
|
|
979,132
|
|
|
(10)%
|
|
(109,533
|
)
|
|
(11)%
|
|||
|
Total net sales
|
$
|
2,405,750
|
|
|
(4)%
|
|
$
|
2,624,486
|
|
|
(7)%
|
|
$
|
(218,736
|
)
|
|
(8)%
|
|
(1)
|
Changes in comparable sales are calculated on a constant currency basis by converting prior year store and online sales at current year exchange rates. For the purpose of this calculation, a store must have been open as the same brand at least one year and its square footage must not have been expanded or reduced by more than 20% within the past year.
|
|
(2)
|
Includes Abercrombie & Fitch and abercrombie kids brands.
|
|
(3)
|
Represents net sales from the Company's Gilly Hicks operations. See Note 10,
"GILLY HICKS RESTRUCTURING,"
of the Notes to Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS," for additional information on the Company's exit from Gilly Hicks branded stores.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Cost of goods sold
|
$
|
318,785
|
|
|
36.3%
|
|
$
|
344,383
|
|
|
37.8%
|
|
Recovery on inventory write-down
|
2,573
|
|
|
0.3%
|
|
—
|
|
|
—%
|
||
|
Adjusted non-GAAP cost of goods sold
|
$
|
321,358
|
|
|
36.6%
|
|
$
|
344,383
|
|
|
37.8%
|
|
|
|
|
|
|
|
|
|
||||
|
Gross profit
|
$
|
559,787
|
|
|
63.7%
|
|
$
|
567,070
|
|
|
62.2%
|
|
Recovery on inventory write-down
|
(2,573
|
)
|
|
(0.3)%
|
|
—
|
|
|
—%
|
||
|
Adjusted non-GAAP gross profit
|
$
|
557,214
|
|
|
63.4%
|
|
$
|
567,070
|
|
|
62.2%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Cost of goods sold
|
$
|
924,552
|
|
|
38.4%
|
|
$
|
992,801
|
|
|
37.8%
|
|
Inventory write-down, net
(1)
|
(21,667
|
)
|
|
(0.9)%
|
|
—
|
|
|
—%
|
||
|
Adjusted non-GAAP cost of goods sold
|
$
|
902,885
|
|
|
37.5%
|
|
$
|
992,801
|
|
|
37.8%
|
|
|
|
|
|
|
|
|
|
||||
|
Gross profit
|
$
|
1,481,198
|
|
|
61.6%
|
|
$
|
1,631,685
|
|
|
62.2%
|
|
Inventory write-down, net
(1)
|
21,667
|
|
|
0.9%
|
|
—
|
|
|
—%
|
||
|
Adjusted non-GAAP gross profit
|
$
|
1,502,865
|
|
|
62.5%
|
|
$
|
1,631,685
|
|
|
62.2%
|
|
(1)
|
Inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of higher than expected recoveries realized during the second and third quarters of Fiscal 2015.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Stores and distribution expense
|
$
|
392,942
|
|
|
44.7%
|
|
$
|
413,551
|
|
|
45.4%
|
|
Store fixture disposal
(1)
|
(583
|
)
|
|
(0.1)%
|
|
—
|
|
|
—%
|
||
|
Lease termination and store closure costs
(2)
|
—
|
|
|
—%
|
|
(2,252
|
)
|
|
(0.2)%
|
||
|
Profit improvement initiative
(3)
|
—
|
|
|
—%
|
|
(105
|
)
|
|
(0.0)%
|
||
|
Adjusted non-GAAP stores and distribution expense
|
$
|
392,359
|
|
|
44.7%
|
|
$
|
411,194
|
|
|
45.1%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Stores and distribution expense
|
$
|
1,173,773
|
|
|
48.8%
|
|
$
|
1,257,422
|
|
|
47.9%
|
|
Store fixture disposal
(1)
|
(4,200
|
)
|
|
(0.2)%
|
|
—
|
|
|
—%
|
||
|
Lease termination and store closure costs
(2)
|
(1,756
|
)
|
|
(0.1)%
|
|
(2,252
|
)
|
|
(0.1)%
|
||
|
Profit improvement initiative
(3)
|
(709
|
)
|
|
—%
|
|
(2,114
|
)
|
|
(0.1)%
|
||
|
Adjusted non-GAAP stores and distribution expense
|
$
|
1,167,108
|
|
|
48.5%
|
|
$
|
1,253,056
|
|
|
47.7%
|
|
(1)
|
Accelerated depreciation and disposal costs related to the discontinued use of certain store fixtures.
|
|
(2)
|
Charges related to lease terminations and store closures.
|
|
(3)
|
Costs related to the Company's profit improvement initiative.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Marketing, general and administrative expense
|
$
|
117,698
|
|
|
13.4%
|
|
$
|
104,981
|
|
|
11.5%
|
|
Profit improvement initiative
(2)
|
—
|
|
|
—%
|
|
(566
|
)
|
|
(0.1)%
|
||
|
Corporate governance matters
(3)
|
—
|
|
|
—%
|
|
(639
|
)
|
|
(0.1)%
|
||
|
Adjusted non-GAAP marketing, general and administrative expense
|
$
|
117,698
|
|
|
13.4%
|
|
$
|
103,776
|
|
|
11.4%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Marketing, general and administrative expense
|
$
|
345,077
|
|
|
14.3%
|
|
$
|
339,595
|
|
|
12.9%
|
|
Legal settlement charges
(1)
|
(15,753
|
)
|
|
(0.7)%
|
|
—
|
|
|
—%
|
||
|
Profit improvement initiative
(2)
|
(1,770
|
)
|
|
(0.1)%
|
|
(3,583
|
)
|
|
(0.1)%
|
||
|
Corporate governance matters
(3)
|
—
|
|
|
—%
|
|
(7,542
|
)
|
|
(0.3)%
|
||
|
Adjusted non-GAAP marketing, general and administrative expense
|
$
|
327,554
|
|
|
13.6%
|
|
$
|
328,470
|
|
|
12.5%
|
|
(1)
|
Charges related to certain proposed legal settlements.
|
|
(2)
|
Costs related to the Company's profit improvement initiative.
|
|
(3)
|
Legal, advisory and other charges related to certain corporate governance matters.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Operating income
|
$
|
40,990
|
|
|
4.7%
|
|
$
|
33,366
|
|
|
3.7%
|
|
Asset impairment
(2)
|
12,076
|
|
|
1.4%
|
|
16,706
|
|
|
1.8%
|
||
|
Store fixture disposal
(4)
|
583
|
|
|
0.1%
|
|
—
|
|
|
—%
|
||
|
Recovery on inventory write-down
(1)
|
(2,573
|
)
|
|
(0.3)%
|
|
—
|
|
|
—%
|
||
|
Lease termination and store closures costs
(6)
|
—
|
|
|
—%
|
|
2,252
|
|
|
0.2%
|
||
|
Profit improvement initiative
(5)
|
—
|
|
|
—%
|
|
671
|
|
|
0.1%
|
||
|
Corporate governance matters
(8)
|
—
|
|
|
—%
|
|
639
|
|
|
0.1%
|
||
|
Adjusted non-GAAP operating income
|
$
|
51,076
|
|
|
5.8%
|
|
$
|
53,634
|
|
|
5.9%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Operating (loss) income
|
$
|
(47,245
|
)
|
|
(2.0)%
|
|
$
|
21,353
|
|
|
0.8%
|
|
Inventory write-down, net
(1)
|
21,667
|
|
|
0.9%
|
|
—
|
|
|
—%
|
||
|
Asset impairment
(2)
|
18,209
|
|
|
0.8%
|
|
16,706
|
|
|
0.6%
|
||
|
Legal settlement charges
(3)
|
15,753
|
|
|
0.7%
|
|
—
|
|
|
—%
|
||
|
Store fixture disposal
(4)
|
4,200
|
|
|
0.2%
|
|
—
|
|
|
—%
|
||
|
Profit improvement initiative
(5)
|
2,479
|
|
|
0.1%
|
|
5,697
|
|
|
0.2%
|
||
|
Lease termination and store closures costs
(6)
|
1,756
|
|
|
0.1%
|
|
2,252
|
|
|
0.1%
|
||
|
Restructuring (benefit) charges
(7)
|
(1,598
|
)
|
|
(0.1)%
|
|
6,053
|
|
|
0.2%
|
||
|
Corporate governance matters
(8)
|
—
|
|
|
—%
|
|
7,542
|
|
|
0.3%
|
||
|
Adjusted non-GAAP operating income
|
$
|
15,221
|
|
|
0.6%
|
|
$
|
59,603
|
|
|
2.3%
|
|
(1)
|
Inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of higher than expected recoveries.
|
|
(2)
|
Impairment charges related to stores whose asset carrying values were determined not to be recoverable and exceeded fair value, and for Fiscal 2015, certain store fixtures in connection with changes to the Abercrombie and Hollister store experiences and a fair value adjustment to the Company-owned aircraft.
|
|
(3)
|
Charges related to certain proposed legal settlements.
|
|
(4)
|
Accelerated depreciation and disposal costs related to the discontinued use of certain store fixtures.
|
|
(5)
|
Costs related to the Company's profit improvement initiative.
|
|
(6)
|
Costs related to lease terminations and store closures.
|
|
(7)
|
Restructuring charges (benefit) associated with the closure of the Gilly Hicks stand-alone stores, net of better than expected lease exit terms.
|
|
(8)
|
Legal, advisory and other charges related to certain corporate governance matters.
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Interest expense
|
$
|
5,653
|
|
|
0.6%
|
|
$
|
6,597
|
|
|
0.7%
|
|
Interest income
|
(1,067
|
)
|
|
(0.1)%
|
|
(1,025
|
)
|
|
(0.1)%
|
||
|
Interest expense, net
|
$
|
4,586
|
|
|
0.5%
|
|
$
|
5,572
|
|
|
0.6%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
|
Interest expense
|
$
|
16,976
|
|
|
0.7%
|
|
$
|
12,524
|
|
|
0.5%
|
|
Interest income
|
(3,184
|
)
|
|
(0.1)%
|
|
(2,935
|
)
|
|
(0.1)%
|
||
|
Interest expense, net
|
$
|
13,792
|
|
|
0.6%
|
|
$
|
9,589
|
|
|
0.4%
|
|
|
Thirteen Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands, except ratios)
|
|
|
Effective Tax Rate
|
|
|
|
Effective Tax Rate
|
||||
|
Tax (benefit) expense
|
$
|
(5,881
|
)
|
|
(16.2)%
|
|
$
|
9,567
|
|
|
34.4%
|
|
Tax effect of excluded items
(1)
|
19,060
|
|
|
|
|
8,089
|
|
|
|
||
|
Adjusted non-GAAP tax expense
|
$
|
13,179
|
|
|
28.3%
|
|
$
|
17,656
|
|
|
36.7%
|
|
|
Thirty-nine Weeks Ended
|
||||||||||
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
|
(in thousands, except ratios)
|
|
|
Effective Tax Rate
|
|
|
|
Effective Tax Rate
|
||||
|
Tax (benefit) expense
|
$
|
(40,688
|
)
|
|
66.7%
|
|
$
|
4,331
|
|
|
36.8%
|
|
Tax effect of excluded items
(1)
|
35,961
|
|
|
|
|
14,193
|
|
|
|
||
|
Adjusted non-GAAP tax (benefit) expense
|
$
|
(4,727
|
)
|
|
(330.8)%
|
|
$
|
18,524
|
|
|
37.0%
|
|
(1)
|
Refer to
"OPERATING INCOME"
for details of excluded items.
|
|
(in thousands)
|
October 31, 2015
|
||
|
Borrowings, gross at carrying amount
|
$
|
297,000
|
|
|
Unamortized discount
|
(2,464
|
)
|
|
|
Unamortized fees
|
(4,932
|
)
|
|
|
Borrowings, net
|
289,604
|
|
|
|
Less: short-term portion of borrowings, net of discount and fees of $1,487
|
(1,513
|
)
|
|
|
Long-term portion of borrowings, net
|
$
|
288,091
|
|
|
•
|
changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, could have a material adverse effect on our business, results of operations and liquidity;
|
|
•
|
the inability to manage our inventory commensurate with customer demand and changing fashion trends could adversely impact our sales levels and profitability;
|
|
•
|
fluctuations in the cost, availability and quality of raw materials, labor and transportation, could cause manufacturing delays and increase our costs;
|
|
•
|
we are currently involved in a selection process for a new Chief Executive Officer and if this selection process is delayed our business could be negatively impacted;
|
|
•
|
failure to realize the anticipated benefits of our recent transition to a brand-based organizational model could have a negative impact on our business;
|
|
•
|
a significant component of our growth strategy is international expansion, which requires significant capital investment, the success of which is dependent on a number of factors that could delay or prevent the profitability of our international operations;
|
|
•
|
direct-to-consumer sales channels are a focus of our growth strategy, and the failure to successfully develop our position in these channels could have an adverse impact on our results of operations;
|
|
•
|
our inability to successfully implement our strategic plans, including our restructuring efforts, could have a negative impact on our growth and profitability;
|
|
•
|
fluctuations in foreign currency exchange rates could adversely impact our financial condition and results of operations;
|
|
•
|
our business could suffer if our information technology systems are disrupted or cease to operate effectively;
|
|
•
|
we may be exposed to risks and costs associated with cyber-attacks, credit card fraud and identity theft that would cause us to incur unexpected expenses and loss of revenues;
|
|
•
|
our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours;
|
|
•
|
our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions in which most of our stores are located;
|
|
•
|
our failure to protect our reputation could have a material adverse effect on our brands;
|
|
•
|
we rely on the experience and skills of our senior executive officers, the loss of whom could have a material adverse effect on our business;
|
|
•
|
we depend upon independent third parties for the manufacture and delivery of all our merchandise, a disruption of which could result in lost sales and could increase our costs;
|
|
•
|
our reliance on two distribution centers domestically and third-party distribution centers internationally makes us susceptible to disruptions or adverse conditions affecting our distribution centers;
|
|
•
|
we may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business;
|
|
•
|
in a number of our European stores, associates are represented by workers’ councils and unions, whose demands could adversely affect our profitability or operating standards for our brands;
|
|
•
|
our facilities, systems and stores, as well as the facilities and systems of our vendors and manufacturers, are vulnerable to natural disasters, pandemic disease and other unexpected events, any of which could result in an interruption to our business and adversely affect our operating results;
|
|
•
|
our litigation and regulatory compliance exposure could have a material adverse effect on our financial condition and results of operations;
|
|
•
|
our inability or failure to adequately protect our trademarks could have a negative impact on our brand image and limit our ability to penetrate new markets;
|
|
•
|
fluctuations in our tax obligations and effective tax rate may result in volatility in our operating results;
|
|
•
|
extreme weather conditions and the seasonal nature of our business may cause net sales to fluctuate and negatively impact our results of operations;
|
|
•
|
the impact of war or acts of terrorism could have a material adverse effect on our operating results and financial condition;
|
|
•
|
changes in the regulatory or compliance landscape could adversely affect our business and results of operations;
|
|
•
|
our Asset-Based Revolving Credit Agreement and our Term Loan Agreement include restrictive covenants that limit our flexibility in operating our business; and,
|
|
•
|
compliance with changing regulations and standards for accounting, corporate governance and public disclosure could adversely affect our business, results of operations and reported financial results.
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
Period (Fiscal Month)
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs
(3)
|
|||||
|
August 2, 2015 through August 29, 2015
|
2,601
|
|
|
$
|
19.02
|
|
|
—
|
|
|
8,964,176
|
|
|
August 30, 2015 through October 3, 2015
|
1,427,422
|
|
|
$
|
20.43
|
|
|
1,425,550
|
|
|
7,538,626
|
|
|
October 4, 2015 through October 31, 2015
|
1,036,035
|
|
|
$
|
20.20
|
|
|
1,034,970
|
|
|
6,503,656
|
|
|
Total
|
2,466,058
|
|
|
$
|
20.33
|
|
|
2,460,520
|
|
|
6,503,656
|
|
|
(1)
|
5,538 of the shares of A&F’s Common Stock purchased during the
thirteen
weeks ended
October 31, 2015
represented shares which were withheld for tax payments due upon the vesting of employee restricted stock unit and restricted share awards.
|
|
(2)
|
2,460,520
shares were repurchased during the
thirteen
weeks ended
October 31, 2015
pursuant to A&F's publicly announced stock repurchase authorization. On August 14, 2012, A&F's Board of Directors authorized the repurchase of 10.0 million shares of A&F's Common Stock, which was announced on August 15, 2012.
|
|
(3)
|
The number shown represents, as of the end of each period, the maximum number of shares of Common Stock that may yet be purchased under A&F’s publicly announced stock repurchase authorization described in footnote 2 above. The shares may be purchased, from time-to-time, depending on market conditions
.
|
|
Exhibit No.
|
Document
|
|
10.1
|
Agreement entered into between Abercrombie & Fitch Management Co. and Joanne C. Crevoiserat as of October 15, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Abercrombie & Fitch Co., filed October 19, 2015 (File No. 001-12107).
|
|
10.2
|
Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (II), as amended and restated effective as of January 1, 2014, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Abercrombie & Fitch Co., filed October 19, 2015 (File No. 001-12107).
|
|
10.3
|
First Amendment to the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (II), as approved on October 14, 2015, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of Abercrombie & Fitch Co., filed October 19, 2015 (File No. 001-12107).
|
|
10.4
|
First Amendment to Credit Agreement, dated as of September 10, 2015, entered into by Abercrombie & Fitch Management Co., as the Lead Borrower, and the other Borrowers and Guarantors party thereto, with the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders.*
|
|
10.5
|
First Amendment to Term Loan Credit Agreement, dated as of September 10, 2015, entered into by Abercrombie & Fitch Management Co., as Borrower, Abercrombie & Fitch Co., as Parent, and the other Guarantors party thereto, with the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders.*
|
|
15
|
Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP.*
|
|
31.1
|
Certifications by Chief Operating Officer (Interim Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certifications by Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32
|
Certifications by Chief Operating Officer (Interim Principal Executive Officer) and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
101
|
The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Thirteen and Thirty-nine Weeks Ended October 31, 2015 and November 1, 2014; (ii) Condensed Consolidated Balance Sheets at October 31, 2015 and January 31, 2015; (iii) Condensed Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended October 31, 2015 and November 1, 2014; and (iv) Notes to Condensed Consolidated Financial Statements*
|
|
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
|
|
ABERCROMBIE & FITCH CO.
|
|
|
Date: December 7, 2015
|
By
|
/s/ Joanne C. Crevoiserat
|
|
|
|
Joanne C. Crevoiserat
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Authorized Officer)
|
|
Exhibit No.
|
Document
|
|
10.1
|
Agreement entered into between Abercrombie & Fitch Management Co. and Joanne C. Crevoiserat as of October 15, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Abercrombie & Fitch Co., filed October 19, 2015 (File No. 001-12107).
|
|
10.2
|
Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (II), as amended and restated effective as of January 1, 2014, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Abercrombie & Fitch Co., filed October 19, 2015 (File No. 001-12107).
|
|
10.3
|
First Amendment to the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (II), as approved on October 14, 2015, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of Abercrombie & Fitch Co., filed October 19, 2015 (File No. 001-12107).
|
|
10.4
|
First Amendment to Credit Agreement, dated as of September 10, 2015, entered into by Abercrombie & Fitch Management Co., as the Lead Borrower, and the other Borrowers and Guarantors party thereto, with the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders.*
|
|
10.5
|
First Amendment to Term Loan Credit Agreement, dated as of September 10, 2015, entered into by Abercrombie & Fitch Management Co., as Borrower, Abercrombie & Fitch Co., as Parent, and the other Guarantors party thereto, with the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders.*
|
|
15
|
Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Inclusion of Report of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP.*
|
|
31.1
|
Certifications by Chief Operating Officer (Interim Principal Executive Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certifications by Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32
|
Certifications by Chief Operating Officer (Interim Principal Executive Officer) and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
|
|
101
|
The following materials from Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Thirteen and Thirty-nine Weeks Ended October 31, 2015 and November 1, 2014; (ii) Condensed Consolidated Balance Sheets at October 31, 2015 and January 31, 2015; (iii) Condensed Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended October 31, 2015 and November 1, 2014; and (iv) Notes to Condensed Consolidated Financial Statements*
|
|
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| Target Corporation | TGT |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|