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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Abercrombie and Fitch Co | NYSE:ANF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
4.44 | 3.69% | 124.85 | 126.60 | 122.00 | 122.80 | 943,198 | 00:56:02 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
31-1469076
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
6301 Fitch Path, New Albany, Ohio
|
|
43054
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock, $0.01 Par Value
|
|
New York Stock Exchange
|
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
(Do not check if a smaller reporting company)
|
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
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||
ITEM 3.
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||
ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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||
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||
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||
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 16.
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||
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ITEM 1.
|
BUSINESS.
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|
Abercrombie
(1)
|
|
Hollister
(2)
|
|
|
International
|
|
United States
|
|
|
Abercrombie
(1)
|
|
Hollister
(2)
|
|
Total
|
United States
|
|
311
|
|
398
|
|
709
|
International
|
|
44
|
|
145
|
|
189
|
Total
|
|
355
|
|
543
|
|
898
|
(1)
|
Includes Abercrombie & Fitch and abercrombie kids brands. Excludes
one
international franchise store as of
January 28, 2017
.
|
(2)
|
Includes Hollister and Gilly Hicks brands. Excludes
three
international franchise stores as of
January 28, 2017
.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
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;
|
•
|
our inability to anticipate customer demand and changing fashion trends and to manage our inventory commensurately could adversely impact our sales levels and profitability;
|
•
|
our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours;
|
•
|
direct-to-consumer sales channels are a significant component 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 ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks;
|
•
|
our inability to successfully implement our strategic plans could have a negative impact on our growth and profitability;
|
•
|
our failure to protect our reputation could have a material adverse effect on our brands;
|
•
|
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 reputation loss;
|
•
|
fluctuations in foreign currency exchange rates could adversely impact our financial condition and results of operations;
|
•
|
changes in the cost, availability and quality of raw materials, labor, transportation and trade relations could cause manufacturing delays and increase our costs;
|
•
|
we depend upon independent third parties for the manufacture and delivery of all our merchandise, and a disruption of the manufacture or delivery of our merchandise could result in lost sales and could increase our costs;
|
•
|
our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions that our stores are located in or around;
|
•
|
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;
|
•
|
our reliance on DCs makes us susceptible to disruptions or adverse conditions affecting our supply chain;
|
•
|
our litigation 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;
|
•
|
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;
|
•
|
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.
|
•
|
anticipating and quickly responding to changing consumer demands or preferences better than our competitors;
|
•
|
maintaining favorable brand recognition and effective marketing of our products to consumers in several diverse demographic markets;
|
•
|
sourcing merchandise efficiently;
|
•
|
developing innovative, high-quality merchandise in styles that appeal to our consumers and in ways that favorably distinguish us from our competitors; and,
|
•
|
countering the aggressive pricing and promotional activities of many of our competitors without diminishing the aspirational nature of our brands and brand equity.
|
•
|
address the different operational characteristics present in each country in which we operate, including employment and labor, transportation, logistics, real estate, lease provisions and local reporting or legal requirements;
|
•
|
hire, train and retain qualified personnel;
|
•
|
maintain good relations with individual associates and groups of associates;
|
•
|
avoid work stoppages or other labor-related issues in our European stores where associates are represented by workers’ councils and unions;
|
•
|
retain acceptance from foreign customers;
|
•
|
manage inventory effectively to meet the needs of existing stores on a timely basis;
|
•
|
manage foreign currency exchange risks effectively.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5
.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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)
|
|||||
October 30, 2016 through November 26, 2016
|
|
1,284
|
|
|
$
|
15.37
|
|
|
—
|
|
|
6,503,656
|
|
November 27, 2016 through December 31, 2016
|
|
16,544
|
|
|
$
|
14.62
|
|
|
—
|
|
|
6,503,656
|
|
January 1, 2017 through January 28, 2017
|
|
9,155
|
|
|
$
|
11.71
|
|
|
—
|
|
|
6,503,656
|
|
Total
|
|
26,983
|
|
|
$
|
13.67
|
|
|
—
|
|
|
6,503,656
|
|
(1)
|
All of the
26,983
shares of A&F’s Common Stock purchased during the thirteen-week period ended
January 28, 2017
represented shares which were withheld for tax payments due upon the exercise of employee stock appreciation rights and the vesting of restricted stock units and restricted share awards.
|
(2)
|
No shares were repurchased during the thirteen-week period ended
January 28, 2017
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.
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
(1)
|
||||||||||
Statements of operations data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,326,740
|
|
|
$
|
3,518,680
|
|
|
$
|
3,744,030
|
|
|
$
|
4,116,897
|
|
|
$
|
4,510,805
|
|
Gross profit
|
$
|
2,028,568
|
|
|
$
|
2,157,543
|
|
|
$
|
2,313,570
|
|
|
$
|
2,575,435
|
|
|
$
|
2,816,709
|
|
Operating income
|
$
|
15,188
|
|
|
$
|
72,838
|
|
|
$
|
113,519
|
|
|
$
|
80,823
|
|
|
$
|
374,233
|
|
Net income attributable to A&F
|
$
|
3,956
|
|
|
$
|
35,576
|
|
|
$
|
51,821
|
|
|
$
|
54,628
|
|
|
$
|
237,011
|
|
Net income per basic share attributable to A&F
|
$
|
0.06
|
|
|
$
|
0.52
|
|
|
$
|
0.72
|
|
|
$
|
0.71
|
|
|
$
|
2.89
|
|
Net income per diluted share attributable to A&F
|
$
|
0.06
|
|
|
$
|
0.51
|
|
|
$
|
0.71
|
|
|
$
|
0.69
|
|
|
$
|
2.85
|
|
Basic weighted-average shares outstanding
|
67,878
|
|
|
68,880
|
|
|
71,785
|
|
|
77,157
|
|
|
81,940
|
|
|||||
Diluted weighted-average shares outstanding
|
68,284
|
|
|
69,417
|
|
|
72,937
|
|
|
78,666
|
|
|
83,175
|
|
|||||
Cash dividends declared per share
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
0.70
|
|
Balance sheet data
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(2)
|
$
|
653,300
|
|
|
$
|
644,277
|
|
|
$
|
679,016
|
|
|
$
|
752,344
|
|
|
$
|
617,023
|
|
Current ratio
(3)
|
2.34
|
|
|
2.20
|
|
|
2.40
|
|
|
2.32
|
|
|
1.89
|
|
|||||
Cash and equivalents
|
$
|
547,189
|
|
|
$
|
588,578
|
|
|
$
|
520,708
|
|
|
$
|
600,116
|
|
|
$
|
643,505
|
|
Total assets
|
$
|
2,295,757
|
|
|
$
|
2,433,039
|
|
|
$
|
2,505,167
|
|
|
$
|
2,850,997
|
|
|
$
|
2,987,401
|
|
Borrowings, net
|
$
|
262,992
|
|
|
$
|
286,235
|
|
|
$
|
293,412
|
|
|
$
|
135,000
|
|
|
$
|
—
|
|
Leasehold financing obligations
|
$
|
46,397
|
|
|
$
|
47,440
|
|
|
$
|
50,521
|
|
|
$
|
60,726
|
|
|
$
|
63,942
|
|
Total stockholders’ equity
|
$
|
1,252,039
|
|
|
$
|
1,295,722
|
|
|
$
|
1,389,701
|
|
|
$
|
1,729,493
|
|
|
$
|
1,818,268
|
|
Return on average stockholders’ equity
(4)
|
—
|
%
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|
13
|
%
|
|||||
Other financial and operating data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
184,591
|
|
|
$
|
309,941
|
|
|
$
|
312,480
|
|
|
$
|
175,493
|
|
|
$
|
684,171
|
|
Net cash used for investing activities
|
$
|
(136,746
|
)
|
|
$
|
(122,567
|
)
|
|
$
|
(175,074
|
)
|
|
$
|
(173,861
|
)
|
|
$
|
(247,238
|
)
|
Net cash used for financing activities
|
$
|
(83,793
|
)
|
|
$
|
(106,875
|
)
|
|
$
|
(181,453
|
)
|
|
$
|
(40,831
|
)
|
|
$
|
(380,071
|
)
|
Capital expenditures
|
$
|
140,844
|
|
|
$
|
143,199
|
|
|
$
|
174,624
|
|
|
$
|
163,924
|
|
|
$
|
339,862
|
|
Free cash flow
(5)
|
$
|
43,747
|
|
|
$
|
166,742
|
|
|
$
|
137,856
|
|
|
$
|
11,569
|
|
|
$
|
344,309
|
|
Comparable sales
(6)
|
(5
|
)%
|
|
(3
|
)%
|
|
(8
|
)%
|
|
(11
|
)%
|
|
(1
|
)%
|
|||||
Net store sales per average gross square foot
|
$
|
343
|
|
|
$
|
360
|
|
|
$
|
381
|
|
|
$
|
417
|
|
|
$
|
485
|
|
Total number of stores open
|
898
|
|
|
932
|
|
|
969
|
|
|
1,006
|
|
|
1,041
|
|
|||||
Total store square footage at end of period
|
7,007
|
|
|
7,292
|
|
|
7,517
|
|
|
7,736
|
|
|
7,958
|
|
(1)
|
Fiscal 2012 was a fifty-three week year.
|
(2)
|
Working capital is computed by subtracting current liabilities from current assets.
|
(3)
|
Current ratio is computed by dividing current assets by current liabilities.
|
(4)
|
Return on average stockholders’ equity is computed by dividing net income attributable to A&F by the average stockholders’ equity balance.
|
(5)
|
Free cash flow is computed by subtracting capital expenditures from the GAAP financial measure of net cash provided by operating activities, both of which are disclosed above in the table preceding the measure of free cash flow. The Company believes that the non-GAAP measure of free cash flow is useful to investors to understand available cash flows generated from operations less cash flows used for capital expenditures. The closest GAAP financial measure is net cash provided by operating activities. The non-GAAP financial measure of free cash flow should not be used in isolation or as an alternative to net cash provided by operating activities or an indicator of the ongoing performance of the Company. It is also not intended to supersede or replace the Company’s GAAP financial measure.
|
(6)
|
Comparable sales is defined as the aggregate of: (1) year-over-year sales for stores that have been open as the same brand at least one year and whose square footage has not been expanded or reduced by more than 20% within the past year, with prior year’s net sales converted at the current year’s exchange rate to remove the impact of currency fluctuation, and (2) year-over-year direct-to-consumer sales with prior year’s net sales converted at the current year’s exchange rate to remove the impact of currency fluctuation. Beginning with Fiscal 2012, comparable sales include comparable direct-to-consumer sales.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||||||||||||||||
(in thousands, except change in comparable sales, gross profit rate and per share amounts)
|
|
GAAP
|
|
Excluded Items
(1)
|
|
Non-GAAP
|
|
GAAP
|
|
Excluded Items
(1)
|
|
Non-GAAP
|
||||||||||||
Fifty-two Weeks Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
|
$
|
3,326,740
|
|
|
$
|
—
|
|
|
$
|
3,326,740
|
|
|
$
|
3,518,680
|
|
|
$
|
—
|
|
|
$
|
3,518,680
|
|
Change in comparable sales
(2)
|
|
(5
|
)%
|
|
—
|
%
|
|
(5
|
)%
|
|
(3
|
)%
|
|
—
|
%
|
|
(3
|
)%
|
||||||
Gross profit rate
|
|
61.0
|
%
|
|
—
|
%
|
|
61.0
|
%
|
|
61.3
|
%
|
|
0.6
|
%
|
|
61.9
|
%
|
||||||
Operating income
|
|
$
|
15,188
|
|
|
$
|
(11,926
|
)
|
|
$
|
3,262
|
|
|
$
|
72,838
|
|
|
$
|
63,657
|
|
|
$
|
136,495
|
|
Net income (loss) attributable to A&F
|
|
$
|
3,956
|
|
|
$
|
(8,026
|
)
|
|
$
|
(4,070
|
)
|
|
$
|
35,576
|
|
|
$
|
42,471
|
|
|
$
|
78,047
|
|
Net income (loss) per diluted share attributable to A&F
|
|
$
|
0.06
|
|
|
$
|
(0.12
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.51
|
|
|
$
|
0.61
|
|
|
$
|
1.12
|
|
(1)
|
Refer to “
RESULTS OF OPERATIONS
,”
in “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” for details on excluded items.
|
(2)
|
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 inclusion in 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.
|
•
|
The comparable sales trend to improve for the full year, but to remain challenging for the first half; with Hollister comparable sales to maintain or grow and the Abercrombie comparable sales trend to improve.
|
•
|
Continued adverse effects from foreign currency on sales and operating income.
|
•
|
A gross margin rate flat to the Fiscal 2016 adjusted non-GAAP rate of 61.0%, but to be pressured in the first quarter.
|
•
|
Actions already taken to reduce expense by approximately $100 million, enabling investments in revenue driving activities and resulting in net operating expense down approximately 3% from Fiscal 2016 adjusted non-GAAP operating expense of $2.025 billion, with a commitment to pursue further expense reductions throughout the year.
|
•
|
Net income attributable to noncontrolling interests of approximately $4 million
.
|
•
|
A weighted average diluted share count of approximately 68 million shares, excluding the effect of potential share buybacks
.
|
•
|
Comparable sales, defined as the aggregate of: (1) year-over-year sales for stores that have been open as the same brand at least one year and whose square footage has not been expanded or reduced by more than 20% within the past year, with prior year’s net sales converted at the current year’s foreign currency exchange rate to remove the impact of currency fluctuation, and (2) year-over-year direct-to-consumer sales with prior year’s net sales converted at the current year’s foreign currency exchange rate to remove the impact of currency fluctuation;
|
•
|
Comparative results of operations with prior year’s results converted at the current year’s foreign currency exchange rate to remove the impact of currency fluctuation;
|
•
|
Gross profit and gross margin rate;
|
•
|
Cost of sales, exclusive of depreciation and amortization, as a percentage of net sales;
|
•
|
Selling margin, defined as sales price less original cost, by brand and product category;
|
•
|
Stores and distribution expense as a percentage of net sales;
|
•
|
Marketing, general and administrative expense as a percentage of net sales;
|
•
|
Operating income and operating income as a percentage of net sales;
|
•
|
Net income and net income attributable to A&F;
|
•
|
Inventory per gross square foot and inventory to sales ratio;
|
•
|
Cash flow and liquidity determined by the Company’s current ratio, working capital and free cash flow;
|
•
|
Store metrics such as sales per gross square foot, average number of transactions per store and store contribution (defined as store sales less direct costs of operating the store);
|
•
|
Transactional metrics such as traffic and conversion, average unit retail price, average unit cost, average units per transaction and average transaction values; and
|
•
|
Return on invested capital and return on equity.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
|
|
|
||||||||||
(in thousands)
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
|
|
Change in
Comparable
Sales
(1)
|
|
Net Sales
$ Change
|
|
Net Sales
% Change
|
||||||
Abercrombie
(2)
|
$
|
1,487,024
|
|
|
(11)%
|
|
$
|
1,640,992
|
|
|
(6)%
|
|
$
|
(153,968
|
)
|
|
(9)%
|
Hollister
|
1,839,716
|
|
|
—%
|
|
1,877,688
|
|
|
—%
|
|
(37,972
|
)
|
|
(2)%
|
|||
Total net sales
|
$
|
3,326,740
|
|
|
(5)%
|
|
$
|
3,518,680
|
|
|
(3)%
|
|
$
|
(191,940
|
)
|
|
(5)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
2,123,808
|
|
|
(5)%
|
|
$
|
2,282,040
|
|
|
(3)%
|
|
$
|
(158,232
|
)
|
|
(7)%
|
International
|
1,202,932
|
|
|
(6)%
|
|
1,236,640
|
|
|
(1)%
|
|
(33,708
|
)
|
|
(3)%
|
|||
Total net sales
|
$
|
3,326,740
|
|
|
(5)%
|
|
$
|
3,518,680
|
|
|
(3)%
|
|
$
|
(191,940
|
)
|
|
(5)%
|
(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 inclusion in 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.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Cost of sales, exclusive of depreciation and amortization
|
$
|
1,298,172
|
|
|
39.0%
|
|
$
|
1,361,137
|
|
|
38.7%
|
Inventory write-down, net
(1)
|
—
|
|
|
—%
|
|
(20,647
|
)
|
|
(0.6)%
|
||
Adjusted non-GAAP cost of sales, exclusive of depreciation and amortization
|
$
|
1,298,172
|
|
|
39.0%
|
|
$
|
1,340,490
|
|
|
38.1%
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
$
|
2,028,568
|
|
|
61.0%
|
|
$
|
2,157,543
|
|
|
61.3%
|
Inventory write-down, net
(1)
|
—
|
|
|
—%
|
|
20,647
|
|
|
0.6%
|
||
Adjusted non-GAAP gross profit
|
$
|
2,028,568
|
|
|
61.0%
|
|
$
|
2,178,190
|
|
|
61.9%
|
(1)
|
Inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of recoveries.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Stores and distribution expense
|
$
|
1,578,460
|
|
|
47.4%
|
|
$
|
1,604,214
|
|
|
45.6%
|
Store fixture disposal
|
—
|
|
|
—%
|
|
(4,200
|
)
|
|
(0.1)%
|
||
Lease termination and store closure costs
|
—
|
|
|
—%
|
|
(1,756
|
)
|
|
—%
|
||
Charges related to the Company's profit improvement initiative
|
—
|
|
|
—%
|
|
(709
|
)
|
|
—%
|
||
Adjusted non-GAAP stores and distribution expense
|
$
|
1,578,460
|
|
|
47.4%
|
|
$
|
1,597,549
|
|
|
45.4%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Marketing, general and administrative expense
|
$
|
453,202
|
|
|
13.6%
|
|
$
|
470,321
|
|
|
13.4%
|
Indemnification recovery
(1)
|
6,000
|
|
|
0.2%
|
|
—
|
|
|
—%
|
||
Legal settlement charges
(2)
|
—
|
|
|
—%
|
|
(15,753
|
)
|
|
(0.4)%
|
||
Charges related to the Company's profit improvement initiative
|
—
|
|
|
—%
|
|
(1,770
|
)
|
|
(0.1)%
|
||
Adjusted non-GAAP marketing, general and administrative expense
|
$
|
459,202
|
|
|
13.8%
|
|
$
|
452,798
|
|
|
12.9%
|
(1)
|
Includes benefits related to an indemnification recovery of certain legal settlements which were recognized in the second quarter of Fiscal 2015.
|
(2)
|
Accrued expense for certain proposed legal settlements.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Other operating income, net
|
$
|
26,212
|
|
|
0.8%
|
|
$
|
6,441
|
|
|
0.2%
|
Claims settlement benefits
(1)
|
(12,282
|
)
|
|
(0.4)%
|
|
—
|
|
|
—%
|
||
Lease termination and store closure costs
(2)
|
—
|
|
|
—%
|
|
2,211
|
|
|
0.1%
|
||
Adjusted non-GAAP other operating income, net
|
$
|
13,930
|
|
|
0.4%
|
|
$
|
8,652
|
|
|
0.2%
|
(1)
|
Includes benefits related to a settlement of certain economic loss claims associated with the April 2010 Deepwater Horizon oil spill.
|
(2)
|
Includes charges related to a release of cumulative translation adjustment as the Company substantially completed the liquidation of its Australian operations.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Operating income
|
$
|
15,188
|
|
|
0.5%
|
|
$
|
72,838
|
|
|
2.1%
|
Asset impairment
|
6,356
|
|
|
0.2%
|
|
18,209
|
|
|
0.5%
|
||
Indemnification recovery
(1)
|
(6,000
|
)
|
|
(0.2)%
|
|
—
|
|
|
—%
|
||
Claims settlement benefits
(2)
|
(12,282
|
)
|
|
(0.4)%
|
|
—
|
|
|
—%
|
||
Inventory write-down, net
(3)
|
—
|
|
|
—%
|
|
20,647
|
|
|
0.6%
|
||
Legal settlement charges
(4)
|
—
|
|
|
—%
|
|
15,753
|
|
|
0.4%
|
||
Store fixture disposal
|
—
|
|
|
—%
|
|
4,200
|
|
|
0.1%
|
||
Lease termination and store closure costs
|
—
|
|
|
—%
|
|
3,967
|
|
|
0.1%
|
||
Charges related to the Company's profit improvement initiative
|
—
|
|
|
—%
|
|
2,479
|
|
|
0.1%
|
||
Restructuring benefit
|
—
|
|
|
—%
|
|
(1,598
|
)
|
|
—%
|
||
Adjusted non-GAAP operating income
|
$
|
3,262
|
|
|
0.1%
|
|
$
|
136,495
|
|
|
3.9%
|
(1)
|
Includes benefits related to an indemnification recovery of certain legal settlements which were recognized in the second quarter of Fiscal 2015.
|
(2)
|
Includes benefits related to a settlement of certain economic loss claims associated with the April 2010 Deepwater Horizon oil spill.
|
(3)
|
Includes inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of recoveries.
|
(4)
|
Accrued expense for certain proposed legal settlements.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Interest expense
|
$
|
23,078
|
|
|
0.7%
|
|
$
|
22,601
|
|
|
0.6%
|
Interest income
|
(4,412
|
)
|
|
(0.1)%
|
|
(4,353
|
)
|
|
(0.1)%
|
||
Interest expense, net
|
$
|
18,666
|
|
|
0.6%
|
|
$
|
18,248
|
|
|
0.5%
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||
(in thousands, except ratios)
|
|
|
Effective Tax Rate
|
|
|
|
Effective Tax Rate
|
||||
Income tax (benefit) expense
|
$
|
(11,196
|
)
|
|
321.9%
|
|
$
|
16,031
|
|
|
29.4%
|
Tax effect of excluded items
(1)
|
(3,900
|
)
|
|
|
|
21,186
|
|
|
|
||
Adjusted non-GAAP tax income tax (benefit) expense
|
$
|
(15,096
|
)
|
|
98.0%
|
|
$
|
37,217
|
|
|
31.5%
|
(1)
|
Refer to
“
Operating Income
,”
for details of excluded items. The Company computed the tax effect of excluded items as the difference between the effective tax rate calculated with and without the non-GAAP adjustments on income (loss) before taxes and provision for income taxes.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
|
|
|
||||||||||
(in thousands)
|
Net Sales
|
|
Change in
Comparable
Sales
|
|
Net Sales
|
|
Change in
Comparable
Sales
|
|
Net Sales
$ Change
|
|
Net Sales
% Change
|
||||||
Abercrombie
(1)
|
$
|
1,640,992
|
|
|
(6)%
|
|
$
|
1,771,299
|
|
|
(5)%
|
|
$
|
(130,307
|
)
|
|
(7)%
|
Hollister
|
1,877,688
|
|
|
—%
|
|
1,947,869
|
|
|
(10)%
|
|
(70,181
|
)
|
|
(4)%
|
|||
Other
(2)
|
—
|
|
|
—%
|
|
24,862
|
|
|
—%
|
|
(24,862
|
)
|
|
—%
|
|||
Total net sales
|
$
|
3,518,680
|
|
|
(3)%
|
|
$
|
3,744,030
|
|
|
(8)%
|
|
$
|
(225,350
|
)
|
|
(6)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
United States
|
$
|
2,282,040
|
|
|
(3)%
|
|
$
|
2,408,427
|
|
|
(6)%
|
|
$
|
(126,387
|
)
|
|
(5)%
|
International
|
1,236,640
|
|
|
(1)%
|
|
1,335,603
|
|
|
(12)%
|
|
(98,963
|
)
|
|
(7)%
|
|||
Total net sales
|
$
|
3,518,680
|
|
|
(3)%
|
|
$
|
3,744,030
|
|
|
(8)%
|
|
$
|
(225,350
|
)
|
|
(6)%
|
(1)
|
Includes Abercrombie & Fitch and abercrombie kids brands.
|
(2)
|
Represents net sales from the Company’s Gilly Hicks operations.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Cost of sales, exclusive of depreciation and amortization
|
$
|
1,361,137
|
|
|
38.7%
|
|
$
|
1,430,460
|
|
|
38.2%
|
Inventory write-down, net
(1)
|
(20,647
|
)
|
|
(0.6)%
|
|
—
|
|
|
—%
|
||
Adjusted non-GAAP cost of sales, exclusive of depreciation and amortization
|
$
|
1,340,490
|
|
|
38.1%
|
|
$
|
1,430,460
|
|
|
38.2%
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
$
|
2,157,543
|
|
|
61.3%
|
|
$
|
2,313,570
|
|
|
61.8%
|
Inventory write-down, net
(1)
|
20,647
|
|
|
0.6%
|
|
—
|
|
|
—%
|
||
Adjusted non-GAAP gross profit
|
$
|
2,178,190
|
|
|
61.9%
|
|
$
|
2,313,570
|
|
|
61.8%
|
(1)
|
Inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of recoveries.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Stores and distribution expense
|
$
|
1,604,214
|
|
|
45.6%
|
|
$
|
1,703,051
|
|
|
45.5%
|
Store fixture disposal
|
(4,200
|
)
|
|
(0.1)%
|
|
—
|
|
|
—%
|
||
Lease termination and store closure costs
|
(1,756
|
)
|
|
—%
|
|
(5,612
|
)
|
|
(0.1)%
|
||
Charges related to the Company's profit improvement initiative
|
(709
|
)
|
|
—%
|
|
(2,723
|
)
|
|
(0.1)%
|
||
Adjusted non-GAAP stores and distribution expense
|
$
|
1,597,549
|
|
|
45.4%
|
|
$
|
1,694,716
|
|
|
45.3%
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Marketing, general and administrative expense
|
$
|
470,321
|
|
|
13.4%
|
|
$
|
458,820
|
|
|
12.3%
|
Legal settlement charges
(1)
|
(15,753
|
)
|
|
(0.4)%
|
|
—
|
|
|
—%
|
||
Charges related to the Company's profit improvement initiative
|
(1,770
|
)
|
|
(0.1)%
|
|
(3,776
|
)
|
|
(0.1)%
|
||
Corporate governance matters
(2)
|
—
|
|
|
—%
|
|
(12,644
|
)
|
|
(0.3)%
|
||
Adjusted non-GAAP marketing, general and administrative expense
|
$
|
452,798
|
|
|
12.9%
|
|
$
|
442,400
|
|
|
11.8%
|
(1)
|
Accrued expense for certain proposed legal settlements.
|
(2)
|
Includes legal, advisory and other charges related to certain corporate governance matters.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Other operating income, net
|
$
|
6,441
|
|
|
0.2%
|
|
$
|
15,239
|
|
|
0.4%
|
Lease termination and store closure costs
(1)
|
2,211
|
|
|
0.1%
|
|
—
|
|
|
—%
|
||
Adjusted non-GAAP other operating income, net
|
$
|
8,652
|
|
|
0.2%
|
|
$
|
15,239
|
|
|
0.4%
|
(1)
|
Includes charges related to a release of cumulative translation adjustment as the Company substantially completed the liquidation of its Australian operations.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Operating income
|
$
|
72,838
|
|
|
2.1%
|
|
$
|
113,519
|
|
|
3.0%
|
Inventory write-down, net
(1)
|
20,647
|
|
|
0.6%
|
|
—
|
|
|
—%
|
||
Asset impairment
(2)
|
18,209
|
|
|
0.5%
|
|
44,988
|
|
|
1.2%
|
||
Legal settlement charges
(3)
|
15,753
|
|
|
0.4%
|
|
—
|
|
|
—%
|
||
Store fixture disposal
|
4,200
|
|
|
0.1%
|
|
—
|
|
|
—%
|
||
Charges related to the Company's profit improvement initiative
|
2,479
|
|
|
0.1%
|
|
6,499
|
|
|
0.2%
|
||
Lease termination and store closure costs
(4)
|
3,967
|
|
|
0.1%
|
|
5,612
|
|
|
0.1%
|
||
Restructuring (benefit) charge
|
(1,598
|
)
|
|
—%
|
|
8,431
|
|
|
0.2%
|
||
Corporate governance matters
(5)
|
—
|
|
|
—%
|
|
12,644
|
|
|
0.3%
|
||
Adjusted non-GAAP operating income
|
$
|
136,495
|
|
|
3.9%
|
|
$
|
191,693
|
|
|
5.1%
|
(1)
|
Inventory write-down charges related to a first quarter of Fiscal 2015 decision to accelerate the disposition of certain aged merchandise, net of recoveries.
|
(2)
|
Includes impairment charges related to stores whose asset carrying values were determined not to be recoverable and exceeded fair value, for Fiscal 2014, a fair value adjustment to the Company-owned aircraft, and for Fiscal 2015, certain store fixtures in connection with changes to the Abercrombie and Hollister store experiences.
|
(3)
|
Includes charges related to certain proposed legal settlements.
|
(4)
|
Includes charges related to lease terminations and store closures, including charges related to a release of cumulative translation adjustment as the Company substantially completed the liquidation of its Australian operations.
|
(5)
|
Includes legal, advisory and other charges related to certain corporate governance matters.
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||
(in thousands)
|
|
|
% of Net Sales
|
|
|
|
% of Net Sales
|
||||
Interest expense
|
$
|
22,601
|
|
|
0.6%
|
|
$
|
18,305
|
|
|
0.5%
|
Interest income
|
(4,353
|
)
|
|
(0.1)%
|
|
(3,940
|
)
|
|
(0.1)%
|
||
Interest expense, net
|
$
|
18,248
|
|
|
0.5%
|
|
$
|
14,365
|
|
|
0.4%
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||
(in thousands, except ratios)
|
|
|
Effective Tax Rate
|
|
|
|
Effective Tax Rate
|
||||
Income tax expense
|
$
|
16,031
|
|
|
29.4%
|
|
$
|
47,333
|
|
|
47.7%
|
Tax effect of excluded items
(1)
|
21,186
|
|
|
|
|
17,686
|
|
|
|
||
Adjusted non-GAAP income tax expense
|
$
|
37,217
|
|
|
31.5%
|
|
$
|
65,019
|
|
|
36.7%
|
(1)
|
Refer to
“
Operating Income
,”
for details of excluded items. The Company computed the tax effect of excluded items as the difference between the effective tax rate calculated with and without the non-GAAP adjustments on income (loss) before taxes and provision for income taxes.
|
(in thousands)
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Borrowings, gross at carrying amount
|
$
|
268,250
|
|
|
$
|
293,250
|
|
Unamortized discount
|
(1,764
|
)
|
|
(1,929
|
)
|
||
Unamortized fees paid to lenders
|
(3,494
|
)
|
|
(5,086
|
)
|
||
Borrowings, net
|
262,992
|
|
|
286,235
|
|
||
Less: short-term portion of borrowings, net
|
—
|
|
|
—
|
|
||
Long-term portion of borrowings, net
|
$
|
262,992
|
|
|
$
|
286,235
|
|
|
|
|
|
Payments due by period
|
||||||||||||||||
(in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Operating lease obligations
(1)
|
|
$
|
1,556,771
|
|
|
$
|
352,811
|
|
|
$
|
514,967
|
|
|
$
|
319,284
|
|
|
$
|
369,709
|
|
Long-term debt obligations
|
|
268,250
|
|
|
—
|
|
|
—
|
|
|
268,250
|
|
|
—
|
|
|||||
Purchase obligations
|
|
276,718
|
|
|
230,223
|
|
|
35,610
|
|
|
10,516
|
|
|
369
|
|
|||||
Other obligations
(2)
|
|
137,919
|
|
|
25,506
|
|
|
31,217
|
|
|
40,189
|
|
|
41,007
|
|
|||||
Capital lease obligations
|
|
2,425
|
|
|
1,610
|
|
|
790
|
|
|
25
|
|
|
—
|
|
|||||
Totals
|
|
$
|
2,242,083
|
|
|
$
|
610,150
|
|
|
$
|
582,584
|
|
|
$
|
638,264
|
|
|
$
|
411,085
|
|
(1)
|
Includes leasehold financing obligations of
$46.4 million
. Refer to Note 2,
“
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
,”
of the Notes to
Consolidated Financial Statements included in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K for additional information.
|
(2)
|
Includes estimated interest payments based on the interest rate as of
January 28, 2017
and assuming normally scheduled principal payments.
|
|
Abercrombie
(1)
|
|
Hollister
(2)
|
|
Total
|
||||||||||||
|
United States
|
|
International
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||
January 31, 2015
|
361
|
|
|
32
|
|
|
433
|
|
|
135
|
|
|
794
|
|
|
167
|
|
New
|
13
|
|
|
7
|
|
|
2
|
|
|
8
|
|
|
15
|
|
|
15
|
|
Closed
|
(34
|
)
|
|
—
|
|
|
(21
|
)
|
|
(4
|
)
|
|
(55
|
)
|
|
(4
|
)
|
January 30, 2016
|
340
|
|
|
39
|
|
|
414
|
|
|
139
|
|
|
754
|
|
|
178
|
|
New
|
5
|
|
|
6
|
|
|
3
|
|
|
6
|
|
|
8
|
|
|
12
|
|
Closed
|
(34
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|
—
|
|
|
(53
|
)
|
|
(1
|
)
|
January 28, 2017
|
311
|
|
|
44
|
|
|
398
|
|
|
145
|
|
|
709
|
|
|
189
|
|
Gross square feet
(in thousands)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 30, 2016
|
2,634
|
|
|
619
|
|
|
2,856
|
|
|
1,183
|
|
|
5,490
|
|
|
1,802
|
|
January 28, 2017
|
2,411
|
|
|
641
|
|
|
2,737
|
|
|
1,218
|
|
|
5,148
|
|
|
1,859
|
|
(1)
|
Abercrombie includes the Company’s Abercrombie & Fitch and abercrombie kids brands. Prior period store counts have been restated to combine Abercrombie & Fitch stores with abercrombie kids carveouts into one store. The change reduced total stores by eight stores as of January 31, 2015. Excludes
one
international franchise store as of
January 28, 2017
and
January 30, 2016
.
|
(2)
|
Excludes
three
international franchise stores as of
January 28, 2017
and two international franchise stores as of
January 30, 2016
.
|
(in thousands)
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
New store construction, store refreshes and remodels
|
|
$
|
73,053
|
|
|
$
|
71,675
|
|
|
$
|
86,316
|
|
Home office, distribution centers and information technology
|
|
67,791
|
|
|
71,524
|
|
|
88,291
|
|
|||
Total capital expenditures
|
|
$
|
140,844
|
|
|
$
|
143,199
|
|
|
$
|
174,607
|
|
Policy
|
|
Effect if Actual Results Differ from Assumptions
|
Revenue Recognition
|
|
|
The Company reserves for sales returns through estimates based on historical returns experience, recent sales activity and various other assumptions that management believes to be reasonable.
|
|
The Company has not made any material changes in the accounting methodology used to determine the sales return reserve over the past three fiscal years.
|
|
|
The Company does not expect material changes to the underlying assumptions used to measure the sales return reserve as of January 28, 2017. However, actual results could vary from estimates and could result in material gains or losses.
|
Inventory Valuation
|
|
|
The Company reviews inventories on a quarterly basis. The Company reduces the inventory valuation when the carrying cost of specific inventory items on hand exceeds the amount expected to be realized from the ultimate sale or disposal of the goods, through a lower of cost or market (“LCM”) adjustment.
The valuation reserve is established to reduce inventory to its net realizable value based on the Company’s consideration of multiple factors and assumptions including demand forecasts, current sales volumes, expected sell-off activity, composition and aging of inventory, historical recoverability experience and risk of obsolescence from changes in economic conditions or customer preferences. |
|
The Company does not expect material changes to the underlying assumptions used to measure the shrink reserve or the LCM reserve as of January 28, 2017. However, actual results could vary from estimates and could significantly impact the ending inventory valuation at cost, as well as gross margin.
An increase or decrease in the LCM reserve of 10% would have affected pre-tax income by approximately $1.8 million for Fiscal 2016.
|
Additionally, as part of inventory valuation, an inventory shrink estimate is made each quarter that reduces the value of inventory for lost or stolen items, based on sales volumes, average unit costs, historical losses and actual shrink results from previous physical inventories.
|
|
An increase or decrease in the inventory shrink accrual of 10% would have affected pre-tax income by approximately $0.8 million for Fiscal 2016.
|
Long-lived Assets
|
|
|
Long-lived assets, primarily comprised of leasehold improvements, furniture, fixtures and equipment, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset might not be recoverable. These include, but are not limited to, material declines in operational performance, a history of losses, an expectation of future losses, other than temporary adverse market conditions and store closure or relocation decisions. On at least a quarterly basis, the Company reviews for indicators of impairment at the individual store level, the lowest level for which cash flows are identifiable.
|
|
Impairment loss calculations involve uncertainty due to the nature of the assumptions that management is required to make, including estimating projected cash flows and selecting the discount rate that best reflects the risk inherent in future cash flows. If actual results are not consistent with the estimates and assumptions used, there may be a material impact on the Company’s financial condition or results of operation.
As of January 28, 2017, stores that were tested for impairment and not impaired had a net book value of $6.8 million and had undiscounted cash flows which were in the range of 100% to 150% of their respective net asset values. |
Policy
|
|
Effect if Actual Results Differ from Assumptions
|
Long-lived Assets (Continued)
|
|
|
Stores that display an indicator of impairment are subjected to an impairment assessment. The Company’s impairment assessment requires management to make assumptions and judgments related, but not limited, to management’s expectations for future operations and projected cash flows. The key assumptions used in the Company’s undiscounted future cash flow models include sales, gross margin and, to a lesser extent, operating expenses.
An impairment loss would be recognized when these undiscounted future cash flows are less than carrying amount of the asset group. In the circumstance of impairment, the loss would be measured as the excess of the carrying amount of the asset group over its fair value. The key assumptions used in estimating the fair value of impaired assets may include projected cash flows and discount rate.
|
|
For stores assessed by management as having indicators of impairment, a 10% decrease in the sales assumption used to project future cash flows in the impairment testing performed as of January 28, 2017 would have increased the Fiscal 2016 impairment charge by $3.4 million.
|
Income Taxes
|
|
|
The provision for income taxes is determined using the asset and liability approach. Tax laws often require items to be included in tax filings at different times than the items are being reflected in the financial statements. A current liability is recognized for the estimated taxes payable for the current year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes are adjusted for enacted changes in tax rates and tax laws. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
|
|
The Company does not expect material changes in the judgments, assumptions or interpretations used to calculate the tax provision for Fiscal 2016. However, changes in these judgments, assumptions or interpretations may occur and could have a material impact on the Company’s income tax provision. As of the end of Fiscal 2016, the Company had recorded valuation allowances of $2.5 million.
|
Historically, the Company has not provided a provision for U.S. income tax on undistributed net income from non-U.S. subsidiaries as the Company had determined that such profits were indefinitely reinvested outside the U.S. However, in connection with the corporate restructuring to support omnichannel growth that was completed in Fiscal 2015, the Company determined that undistributed net income earned through October 31, 2015 and earnings and profits (as defined under the Internal Revenue Code and accompanying regulations) in excess of net income would remain indefinitely reinvested outside of the U.S. while undistributed net income earned after October 31, 2015 would not be indefinitely reinvested. Accordingly, the Company has provided deferred U.S. income taxes for net income generated after October 31, 2015 from our non-U.S. subsidiaries.
|
|
The Company has approximately $334 million of undistributed earnings and profits (as defined under the Internal Revenue Code and accompanying regulations), which includes approximately $126.6 million in net income that the Company considers indefinitely reinvested outside of the U.S. and for which the Company has not provided U.S. deferred income taxes. If the Company’s indefinite reinvestment position, or U.S. and/or international tax laws changes in the future, there may be a material impact on the Company's provision for income taxes in the period the change occurs.
|
Legal Contingencies
|
|
|
The Company is a defendant in lawsuits and other adversarial proceedings arising in the ordinary course of business. Legal costs incurred in connection with the resolution of claims and lawsuits are expensed as incurred, and the Company establishes reserves for the outcome of litigation where it is probable that a loss has been incurred and such loss is estimable. Significant judgment may be applied in assessing the probability of loss and in estimating the amount of such losses.
|
|
Actual liabilities may exceed or be less than the amounts reserved, and there can be no assurance that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
3,326,740
|
|
|
$
|
3,518,680
|
|
|
$
|
3,744,030
|
|
Cost of sales, exclusive of depreciation and amortization
|
1,298,172
|
|
|
1,361,137
|
|
|
1,430,460
|
|
|||
Gross profit
|
2,028,568
|
|
|
2,157,543
|
|
|
2,313,570
|
|
|||
Stores and distribution expense
|
1,578,460
|
|
|
1,604,214
|
|
|
1,703,051
|
|
|||
Marketing, general and administrative expense
|
453,202
|
|
|
470,321
|
|
|
458,820
|
|
|||
Restructuring (benefit) charge
|
—
|
|
|
(1,598
|
)
|
|
8,431
|
|
|||
Asset impairment
|
7,930
|
|
|
18,209
|
|
|
44,988
|
|
|||
Other operating income, net
|
(26,212
|
)
|
|
(6,441
|
)
|
|
(15,239
|
)
|
|||
Operating income
|
15,188
|
|
|
72,838
|
|
|
113,519
|
|
|||
Interest expense, net
|
18,666
|
|
|
18,248
|
|
|
14,365
|
|
|||
(Loss) income before taxes
|
(3,478
|
)
|
|
54,590
|
|
|
99,154
|
|
|||
Income tax (benefit) expense
|
(11,196
|
)
|
|
16,031
|
|
|
47,333
|
|
|||
Net income
|
7,718
|
|
|
38,559
|
|
|
51,821
|
|
|||
Less: Net income attributable to noncontrolling interests
|
3,762
|
|
|
2,983
|
|
|
—
|
|
|||
Net income attributable to A&F
|
$
|
3,956
|
|
|
$
|
35,576
|
|
|
$
|
51,821
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to A&F
|
|
|
|
|
|
||||||
Basic
|
$
|
0.06
|
|
|
$
|
0.52
|
|
|
$
|
0.72
|
|
Diluted
|
$
|
0.06
|
|
|
$
|
0.51
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
67,878
|
|
|
68,880
|
|
|
71,785
|
|
|||
Diluted
|
68,284
|
|
|
69,417
|
|
|
72,937
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income
|
|
|
|
|
|
||||||
Foreign currency translation, net of tax
|
$
|
(6,931
|
)
|
|
$
|
(22,516
|
)
|
|
$
|
(77,929
|
)
|
Derivative financial instruments, net of tax
|
248
|
|
|
(8,523
|
)
|
|
15,266
|
|
|||
Other comprehensive loss
|
(6,683
|
)
|
|
(31,039
|
)
|
|
(62,663
|
)
|
|||
Comprehensive income (loss)
|
1,035
|
|
|
7,520
|
|
|
(10,842
|
)
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
3,762
|
|
|
2,983
|
|
|
—
|
|
|||
Comprehensive (loss) income attributable to A&F
|
$
|
(2,727
|
)
|
|
$
|
4,537
|
|
|
$
|
(10,842
|
)
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
547,189
|
|
|
$
|
588,578
|
|
Receivables
|
93,384
|
|
|
56,868
|
|
||
Inventories, net
|
399,795
|
|
|
436,701
|
|
||
Other current assets
|
98,932
|
|
|
96,833
|
|
||
Total current assets
|
1,139,300
|
|
|
1,178,980
|
|
||
Property and equipment, net
|
824,738
|
|
|
894,178
|
|
||
Other assets
|
331,719
|
|
|
359,881
|
|
||
Total assets
|
$
|
2,295,757
|
|
|
$
|
2,433,039
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
187,017
|
|
|
$
|
184,175
|
|
Accrued expenses
|
273,044
|
|
|
321,237
|
|
||
Short-term portion of deferred lease credits
|
20,076
|
|
|
23,303
|
|
||
Income taxes payable
|
5,863
|
|
|
5,988
|
|
||
Total current liabilities
|
486,000
|
|
|
534,703
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term portion of deferred lease credits
|
76,321
|
|
|
89,256
|
|
||
Long-term portion of borrowings, net
|
262,992
|
|
|
286,235
|
|
||
Leasehold financing obligations
|
46,397
|
|
|
47,440
|
|
||
Other liabilities
|
172,008
|
|
|
179,683
|
|
||
Total long-term liabilities
|
557,718
|
|
|
602,614
|
|
||
Stockholders’ equity
|
|
|
|
||||
Class A Common Stock - $0.01 par value: 150,000 shares authorized and 103,300 shares issued at each of January 28, 2017 and January 30, 2016
|
1,033
|
|
|
1,033
|
|
||
Paid-in capital
|
396,590
|
|
|
407,029
|
|
||
Retained earnings
|
2,474,703
|
|
|
2,530,196
|
|
||
Accumulated other comprehensive loss, net of tax
|
(121,302
|
)
|
|
(114,619
|
)
|
||
Treasury stock, at average cost: 35,542 and 35,952 shares at January 28, 2017 and January 30, 2016, respectively
|
(1,507,589
|
)
|
|
(1,532,576
|
)
|
||
Total Abercrombie & Fitch Co. stockholders’ equity
|
1,243,435
|
|
|
1,291,063
|
|
||
Noncontrolling interests
|
8,604
|
|
|
4,659
|
|
||
Total stockholders’ equity
|
1,252,039
|
|
|
1,295,722
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,295,757
|
|
|
$
|
2,433,039
|
|
|
Common stock
|
Paid-in
capital
|
Non-controlling interest
|
Retained
earnings
|
Accumulated other
comprehensive
loss
|
Treasury stock
|
Total
stockholders’
equity
|
||||||||||||||||||
|
Shares
outstanding
|
Par
value
|
Shares
|
At average
cost
|
|||||||||||||||||||||
Balance, February 1, 2014
|
76,402
|
|
$
|
1,033
|
|
$
|
433,620
|
|
$
|
—
|
|
$
|
2,556,270
|
|
$
|
(20,917
|
)
|
26,898
|
|
$
|
(1,240,513
|
)
|
$
|
1,729,493
|
|
Net income
|
|
|
|
|
51,821
|
|
|
|
|
51,821
|
|
||||||||||||||
Purchase of common stock
|
(7,324
|
)
|
|
|
|
|
|
7,324
|
|
(285,038
|
)
|
(285,038
|
)
|
||||||||||||
Dividends ($0.80 per share)
|
|
|
|
|
(57,362
|
)
|
|
|
|
(57,362
|
)
|
||||||||||||||
Share-based compensation issuances and exercises
|
274
|
|
|
(17,884
|
)
|
|
(56
|
)
|
|
(274
|
)
|
12,989
|
|
(4,951
|
)
|
||||||||||
Tax effect of share-based compensation issuances and exercises
|
|
|
(4,626
|
)
|
|
|
|
|
|
(4,626
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
23,027
|
|
|
|
|
|
|
23,027
|
|
||||||||||||||
Net change in unrealized gains or losses on derivative financial instruments
|
|
|
|
|
|
15,266
|
|
|
|
15,266
|
|
||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
(77,929
|
)
|
|
|
(77,929
|
)
|
||||||||||||||
Balance, January 31, 2015
|
69,352
|
|
$
|
1,033
|
|
$
|
434,137
|
|
$
|
—
|
|
$
|
2,550,673
|
|
$
|
(83,580
|
)
|
33,948
|
|
$
|
(1,512,562
|
)
|
$
|
1,389,701
|
|
Net income
|
|
|
|
2,983
|
|
35,576
|
|
|
|
|
38,559
|
|
|||||||||||||
Purchase of common stock
|
(2,461
|
)
|
|
|
|
|
|
2,461
|
|
(50,033
|
)
|
(50,033
|
)
|
||||||||||||
Dividends ($0.80 per share)
|
|
|
|
|
(55,145
|
)
|
|
|
|
(55,145
|
)
|
||||||||||||||
Share-based compensation issuances and exercises
|
457
|
|
|
(37,220
|
)
|
|
(908
|
)
|
|
(457
|
)
|
30,019
|
|
(8,109
|
)
|
||||||||||
Tax effect of share-based compensation issuances and exercises
|
|
|
(18,247
|
)
|
|
|
|
|
|
(18,247
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
28,359
|
|
|
|
|
|
|
28,359
|
|
||||||||||||||
Net change in unrealized gains or losses on derivative financial instruments
|
|
|
|
|
|
(8,523
|
)
|
|
|
(8,523
|
)
|
||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
(22,516
|
)
|
|
|
(22,516
|
)
|
||||||||||||||
Contributions from noncontrolling interests, net
|
|
|
|
1,676
|
|
|
|
|
|
1,676
|
|
||||||||||||||
Balance, January 30, 2016
|
67,348
|
|
$
|
1,033
|
|
$
|
407,029
|
|
$
|
4,659
|
|
$
|
2,530,196
|
|
$
|
(114,619
|
)
|
35,952
|
|
$
|
(1,532,576
|
)
|
$
|
1,295,722
|
|
Net income
|
|
|
|
3,762
|
|
3,956
|
|
|
|
|
7,718
|
|
|||||||||||||
Dividends ($0.80 per share)
|
|
|
|
|
(54,066
|
)
|
|
|
|
(54,066
|
)
|
||||||||||||||
Share-based compensation issuances and exercises
|
410
|
|
|
(25,043
|
)
|
|
(5,383
|
)
|
|
(410
|
)
|
24,987
|
|
(5,439
|
)
|
||||||||||
Tax effect of share-based compensation issuances and exercises
|
|
|
(7,516
|
)
|
|
|
|
|
|
(7,516
|
)
|
||||||||||||||
Share-based compensation expense
|
|
|
22,120
|
|
|
|
|
|
|
22,120
|
|
||||||||||||||
Net change in unrealized gains or losses on derivative financial instruments
|
|
|
|
|
|
248
|
|
|
|
248
|
|
||||||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
(6,931
|
)
|
|
|
(6,931
|
)
|
||||||||||||||
Contributions from noncontrolling interests, net
|
|
|
|
183
|
|
|
|
|
|
183
|
|
||||||||||||||
Balance, January 28, 2017
|
67,758
|
|
$
|
1,033
|
|
$
|
396,590
|
|
$
|
8,604
|
|
$
|
2,474,703
|
|
$
|
(121,302
|
)
|
35,542
|
|
$
|
(1,507,589
|
)
|
$
|
1,252,039
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
7,718
|
|
|
$
|
38,559
|
|
|
$
|
51,821
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
195,414
|
|
|
213,680
|
|
|
226,421
|
|
|||
Asset impairment
|
7,930
|
|
|
18,209
|
|
|
47,084
|
|
|||
Loss on disposal
|
3,836
|
|
|
11,082
|
|
|
5,794
|
|
|||
Amortization of deferred lease credits
|
(24,557
|
)
|
|
(28,619
|
)
|
|
(38,437
|
)
|
|||
(Benefit from) provision for deferred income taxes
|
(7,866
|
)
|
|
7,469
|
|
|
1,676
|
|
|||
Share-based compensation
|
22,120
|
|
|
28,359
|
|
|
23,027
|
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
||||||
Inventories, net
|
24,452
|
|
|
21,253
|
|
|
62,854
|
|
|||
Accounts payable and accrued expenses
|
(32,647
|
)
|
|
51,050
|
|
|
(37,394
|
)
|
|||
Lessor construction allowances
|
10,288
|
|
|
11,082
|
|
|
13,182
|
|
|||
Income taxes
|
(8,528
|
)
|
|
(45,027
|
)
|
|
(34,659
|
)
|
|||
Long-term lease deposits
|
26,649
|
|
|
(1,237
|
)
|
|
(1,570
|
)
|
|||
Other assets
|
(32,291
|
)
|
|
9,204
|
|
|
8,458
|
|
|||
Other liabilities
|
(7,927
|
)
|
|
(25,123
|
)
|
|
(15,777
|
)
|
|||
Net cash provided by operating activities
|
184,591
|
|
|
309,941
|
|
|
312,480
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(140,844
|
)
|
|
(143,199
|
)
|
|
(174,624
|
)
|
|||
Proceeds from sale of property and equipment
|
4,098
|
|
|
11,109
|
|
|
—
|
|
|||
Other investing activities
|
—
|
|
|
9,523
|
|
|
(450
|
)
|
|||
Net cash used for investing activities
|
(136,746
|
)
|
|
(122,567
|
)
|
|
(175,074
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
(50,033
|
)
|
|
(285,038
|
)
|
|||
Repayments of borrowings
|
(25,000
|
)
|
|
(6,000
|
)
|
|
(195,750
|
)
|
|||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
357,000
|
|
|||
Dividends paid
|
(54,066
|
)
|
|
(55,145
|
)
|
|
(57,362
|
)
|
|||
Other financing activities
|
(4,727
|
)
|
|
4,303
|
|
|
(303
|
)
|
|||
Net cash used for financing activities
|
(83,793
|
)
|
|
(106,875
|
)
|
|
(181,453
|
)
|
|||
Effect of exchange rates on cash
|
(5,441
|
)
|
|
(12,629
|
)
|
|
(35,361
|
)
|
|||
Net (decrease) increase in cash and equivalents
|
(41,389
|
)
|
|
67,870
|
|
|
(79,408
|
)
|
|||
Cash and equivalents, beginning of period
|
588,578
|
|
|
520,708
|
|
|
600,116
|
|
|||
Cash and equivalents, end of period
|
$
|
547,189
|
|
|
$
|
588,578
|
|
|
$
|
520,708
|
|
Significant non-cash investing activities
|
|
|
|
|
|
||||||
Change in accrual for construction in progress
|
$
|
(6,104
|
)
|
|
$
|
12,859
|
|
|
$
|
6,525
|
|
Supplemental information
|
|
|
|
|
|
|
|||||
Cash paid for interest
|
$
|
15,254
|
|
|
$
|
16,060
|
|
|
$
|
18,609
|
|
Cash paid for income taxes, net of refunds
|
$
|
23,651
|
|
|
$
|
48,702
|
|
|
$
|
74,685
|
|
Category of Property and Equipment
|
|
Service Lives
|
Information technology
|
|
3 - 7 years
|
Furniture, fixtures and equipment
|
|
3 - 15 years
|
Leasehold improvements
|
|
3 - 15 years
|
Other property and equipment
|
|
3 - 20 years
|
Buildings
|
|
30 years
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Store rent:
|
|
|
|
|
|
||||||
Fixed minimum
(1)
|
$
|
408,575
|
|
|
$
|
404,836
|
|
|
$
|
432,794
|
|
Contingent
|
11,690
|
|
|
10,161
|
|
|
8,886
|
|
|||
Deferred lease credits amortization
|
(24,557
|
)
|
|
(28,619
|
)
|
|
(38,437
|
)
|
|||
Total store rent expense
|
395,708
|
|
|
386,378
|
|
|
403,243
|
|
|||
Buildings, equipment and other
|
5,772
|
|
|
3,849
|
|
|
4,619
|
|
|||
Total rent expense
|
$
|
401,480
|
|
|
$
|
390,227
|
|
|
$
|
407,862
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
|||
Shares of common stock issued
|
103,300
|
|
|
103,300
|
|
|
103,300
|
|
Weighted-average treasury shares
|
(35,422
|
)
|
|
(34,420
|
)
|
|
(31,515
|
)
|
Weighted-average — basic shares
|
67,878
|
|
|
68,880
|
|
|
71,785
|
|
Dilutive effect of share-based compensation awards
|
406
|
|
|
537
|
|
|
1,152
|
|
Weighted-average — diluted shares
|
68,284
|
|
|
69,417
|
|
|
72,937
|
|
Anti-dilutive shares
(1)
|
6,107
|
|
|
8,967
|
|
|
6,144
|
|
(1)
|
Reflects the total number of shares related to outstanding share-based compensation awards that have been excluded from the computation of net income per diluted share because the impact would have been anti-dilutive.
|
Accounting Standards Update (ASU)
|
|
Description
|
|
Date of
Adoption |
|
Effect on the Financial Statements or Other Significant Matters
|
Standards not yet adopted
|
||||||
ASU 2015-11,
Simplifying the Measurement of Inventory
|
|
This update amends ASC 330,
Inventory
. The new guidance 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 Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
|
ASU 2016-09,
Compensation—Stock Compensation
|
|
This update amends ASC 718,
Compensation
. Under the new guidance, tax benefits and certain tax deficiencies arising from the settlement of share-based payments will be recognized as income tax benefits or expenses in the statement of operations, whereas under the current guidance such benefits and deficiencies are recorded in additional paid-in-capital. The cash flow effects of the tax benefit will be reported in cash flows from operating activities, whereas they are currently reported in cash flows from financing activities. This guidance also allows for entities to make a policy election to estimate forfeitures or account for them when they occur.
|
|
January 29, 2017*
|
|
Based on share-based compensation awards currently outstanding at current stock prices, the adoption of this guidance will result in additional non-cash income tax expense of approximately $9 million and $15 million in Fiscal 2017 and 2018, respectively, primarily related to the expiration of certain stock appreciation rights. The Company does not expect share-based compensation awards currently outstanding to have a material impact on income tax expense beyond Fiscal 2018.
|
ASU 2014-09,
Revenue from Contracts with Customers
|
|
This update supersedes the revenue recognition requirements in ASC 605,
Revenue Recognition
. The new 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 impact that this guidance will have on its consolidated financial statements.
|
ASU 2016-02,
Leases
|
|
This update supersedes the leasing requirements in ASC 840,
Leases
. The new guidance requires an entity to recognize lease assets and lease liabilities on the balance sheet and disclose key leasing information that depicts the lease rights and obligations of an entity.
|
|
February 3, 2019*
|
|
The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements, but expects that it will result in a significant increase in the Company’s long-term assets and long-term liabilities on the Company's consolidated balance sheets.
|
•
|
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 January 28, 2017
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trust-owned life insurance policies (at cash surrender value)
|
$
|
—
|
|
|
$
|
99,655
|
|
|
$
|
—
|
|
|
$
|
99,655
|
|
Money market funds
|
94,026
|
|
|
—
|
|
|
—
|
|
|
94,026
|
|
||||
Derivative financial instruments
|
—
|
|
|
6,041
|
|
|
—
|
|
|
6,041
|
|
||||
Total assets
|
$
|
94,026
|
|
|
$
|
105,696
|
|
|
$
|
—
|
|
|
$
|
199,722
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
492
|
|
|
$
|
—
|
|
|
$
|
492
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
492
|
|
|
$
|
—
|
|
|
$
|
492
|
|
|
Assets and Liabilities at Fair Value as of January 30, 2016
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
311,349
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
311,349
|
|
Derivative financial instruments
|
—
|
|
|
4,166
|
|
|
—
|
|
|
4,166
|
|
||||
Total assets
|
$
|
311,349
|
|
|
$
|
4,166
|
|
|
$
|
—
|
|
|
$
|
315,515
|
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Gross borrowings outstanding, carrying amount
|
$
|
268,250
|
|
|
$
|
293,250
|
|
Gross borrowings outstanding, fair value
|
$
|
260,551
|
|
|
$
|
284,453
|
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Inventories
|
$
|
425,807
|
|
|
$
|
466,918
|
|
Less: Lower of cost or market reserve
|
(18,402
|
)
|
|
(19,616
|
)
|
||
Less: Shrink reserve
|
(7,610
|
)
|
|
(10,601
|
)
|
||
Inventories, net
|
$
|
399,795
|
|
|
$
|
436,701
|
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Land
|
$
|
36,875
|
|
|
$
|
37,451
|
|
Buildings
|
282,564
|
|
|
287,081
|
|
||
Furniture, fixtures and equipment
|
691,918
|
|
|
682,013
|
|
||
Information technology
|
480,352
|
|
|
479,269
|
|
||
Leasehold improvements
|
1,224,398
|
|
|
1,283,613
|
|
||
Construction in progress
|
54,080
|
|
|
19,875
|
|
||
Other
|
1,952
|
|
|
3,135
|
|
||
Total
|
$
|
2,772,139
|
|
|
$
|
2,792,437
|
|
Less: Accumulated depreciation and amortization
|
(1,947,401
|
)
|
|
(1,898,259
|
)
|
||
Property and equipment, net
|
$
|
824,738
|
|
|
$
|
894,178
|
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Rabbi Trust assets:
|
|
|
|
||||
Trust-owned life insurance policies (at cash surrender value)
|
$
|
99,655
|
|
|
$
|
96,567
|
|
Money market funds
|
20
|
|
|
23
|
|
||
Total Rabbi Trust assets
|
$
|
99,675
|
|
|
$
|
96,590
|
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Rabbi Trust
|
$
|
99,675
|
|
|
$
|
96,590
|
|
Deferred tax assets
|
91,141
|
|
|
89,677
|
|
||
Long-term deposits
|
40,451
|
|
|
64,098
|
|
||
Intellectual property
|
27,092
|
|
|
28,057
|
|
||
Long-term supplies
|
22,050
|
|
|
25,475
|
|
||
Restricted cash
|
20,443
|
|
|
20,581
|
|
||
Prepaid income tax on intercompany items
|
6,400
|
|
|
7,344
|
|
||
Other
|
24,467
|
|
|
28,059
|
|
||
Other assets
|
$
|
331,719
|
|
|
$
|
359,881
|
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Accrued payroll and related costs
|
$
|
37,235
|
|
|
$
|
60,464
|
|
Construction in progress
|
36,853
|
|
|
43,129
|
|
||
Accrued taxes
|
34,077
|
|
|
37,203
|
|
||
Gift card liability
|
29,685
|
|
|
36,384
|
|
||
Accrued rent
|
29,410
|
|
|
24,739
|
|
||
Other
|
105,784
|
|
|
119,318
|
|
||
Accrued expenses
|
$
|
273,044
|
|
|
$
|
321,237
|
|
(in thousands)
|
January 28, 2017
|
|
|
January 30, 2016
|
|||
Deferred lease credits
|
$
|
442,788
|
|
|
$
|
472,279
|
|
Amortized deferred lease credits
|
(346,391
|
)
|
|
(359,720
|
)
|
||
Total deferred lease credits, net
|
96,397
|
|
|
112,559
|
|
||
Less: short-term portion of deferred lease credits
|
(20,076
|
)
|
|
(23,303
|
)
|
||
Long-term portion of deferred lease credits
|
$
|
76,321
|
|
|
$
|
89,256
|
|
(in thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Domestic
|
$
|
(52,041
|
)
|
|
$
|
8,412
|
|
|
$
|
100,115
|
|
Foreign
|
48,563
|
|
|
46,178
|
|
|
(961
|
)
|
|||
Income (loss) before taxes
|
$
|
(3,478
|
)
|
|
$
|
54,590
|
|
|
$
|
99,154
|
|
(in thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(18,888
|
)
|
|
$
|
(3,124
|
)
|
|
$
|
21,287
|
|
State
|
(74
|
)
|
|
(434
|
)
|
|
1,944
|
|
|||
Foreign
|
15,633
|
|
|
12,120
|
|
|
28,614
|
|
|||
|
(3,329
|
)
|
|
8,562
|
|
|
51,845
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(5,787
|
)
|
|
9,224
|
|
|
8,971
|
|
|||
State
|
(346
|
)
|
|
3,297
|
|
|
1,783
|
|
|||
Foreign
|
(1,734
|
)
|
|
(5,052
|
)
|
|
(15,266
|
)
|
|||
|
(7,867
|
)
|
|
7,469
|
|
|
(4,512
|
)
|
|||
Income tax (benefit) expense
|
$
|
(11,196
|
)
|
|
$
|
16,031
|
|
|
$
|
47,333
|
|
|
Fiscal 2016
(1)
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||
U.S. Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax, net of U.S. federal income tax effect
|
5.0
|
|
|
4.6
|
|
|
4.3
|
|
Foreign taxation of non-U.S. operations
|
248.9
|
|
|
(10.2
|
)
|
|
5.4
|
|
U.S. taxation of non-U.S. operations
(2)
|
(212.6
|
)
|
|
20.0
|
|
|
—
|
|
Net change in valuation allowances
|
(16.5
|
)
|
|
(8.7
|
)
|
|
6.6
|
|
Audit and other adjustments to prior years’ accruals
|
(0.1
|
)
|
|
(8.7
|
)
|
|
(1.3
|
)
|
Statutory tax rate and law changes
|
94.3
|
|
|
4.2
|
|
|
0.2
|
|
Permanent items
|
122.3
|
|
|
(4.6
|
)
|
|
(1.1
|
)
|
Credit items
|
43.8
|
|
|
(2.3
|
)
|
|
(1.2
|
)
|
Other items, net
|
1.8
|
|
|
0.1
|
|
|
(0.2
|
)
|
Total
|
321.9
|
%
|
|
29.4
|
%
|
|
47.7
|
%
|
(1)
|
Given the low level of income in absolute dollars in Fiscal 2016, effective tax rate reconciling items that may have been considered de minimis in prior years in terms of absolute dollars and on a percentage basis are amplified on a percentage basis in the current year even as the absolute dollar value of the reconciling items are similar to prior years. Accordingly, year over year comparability may be difficult as a result of the amplifying effect of the lower levels of income.
|
(2)
|
U.S. branch operations in Canada and Puerto Rico are subject to tax at the full U.S. tax rates. As a result, income from these operations do not create reconciling items.
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred compensation
|
$
|
54,552
|
|
|
$
|
62,679
|
|
Accrued expenses and reserves
|
13,168
|
|
|
19,862
|
|
||
Rent
|
33,917
|
|
|
36,929
|
|
||
Net operating losses (NOL), tax credit and other carryforwards
|
26,812
|
|
|
14,248
|
|
||
Investments in subsidiaries
|
8,791
|
|
|
2,895
|
|
||
Other
|
3,030
|
|
|
619
|
|
||
Valuation allowances
|
(2,429
|
)
|
|
(1,643
|
)
|
||
Total deferred tax assets
|
$
|
137,841
|
|
|
$
|
135,589
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, equipment and intangibles
|
$
|
(20,177
|
)
|
|
$
|
(20,708
|
)
|
Inventory
|
(11,955
|
)
|
|
(9,480
|
)
|
||
Store supplies
|
(4,892
|
)
|
|
(6,054
|
)
|
||
Prepaid expenses
|
(3,262
|
)
|
|
(3,653
|
)
|
||
Undistributed net income of non-U.S. subsidiaries
|
(5,609
|
)
|
|
(4,390
|
)
|
||
Other
|
(950
|
)
|
|
(1,011
|
)
|
||
Total deferred tax liabilities
|
(46,845
|
)
|
|
(45,296
|
)
|
||
Net deferred income tax assets
|
$
|
90,996
|
|
|
$
|
90,293
|
|
(in thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Uncertain tax positions, beginning of the year
|
$
|
2,455
|
|
|
$
|
3,212
|
|
|
$
|
4,182
|
|
Gross addition for tax positions of the current year
|
67
|
|
|
13
|
|
|
152
|
|
|||
Gross addition for tax positions of prior years
|
19
|
|
|
598
|
|
|
33
|
|
|||
Reductions of tax positions of prior years for:
|
|
|
|
|
|
||||||
Lapses of applicable statutes of limitations
|
(1,211
|
)
|
|
(986
|
)
|
|
(348
|
)
|
|||
Settlements during the period
|
(40
|
)
|
|
(64
|
)
|
|
(4
|
)
|
|||
Changes in judgment/ excess reserve
|
(51
|
)
|
|
(318
|
)
|
|
(803
|
)
|
|||
Uncertain tax positions, end of year
|
$
|
1,239
|
|
|
$
|
2,455
|
|
|
$
|
3,212
|
|
(in thousands)
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Borrowings, gross at carrying amount
|
$
|
268,250
|
|
|
$
|
293,250
|
|
Unamortized discount
|
(1,764
|
)
|
|
(1,929
|
)
|
||
Unamortized fees paid to lenders
|
(3,494
|
)
|
|
(5,086
|
)
|
||
Borrowings, net
|
262,992
|
|
|
286,235
|
|
||
Less: short-term portion of borrowings
|
—
|
|
|
—
|
|
||
Long-term portion of borrowings, net
|
$
|
262,992
|
|
|
$
|
286,235
|
|
(in thousands)
|
January 28, 2017
|
|
January 30, 2016
|
||||
Accrued straight-line rent
|
$
|
82,241
|
|
|
$
|
90,445
|
|
Deferred compensation
|
44,531
|
|
|
48,058
|
|
||
Other
|
45,236
|
|
|
41,180
|
|
||
Other liabilities
|
$
|
172,008
|
|
|
$
|
179,683
|
|
•
|
For non-associate directors:
awards with an aggregate fair market value on the date of the grant of no more than
$300,000
;
|
•
|
For the non-associate director occupying the role of Non-Executive Chairman of the Board (if any):
additional awards with an aggregate fair market value on the date of grant of no more than
$500,000
; and
|
•
|
For the non-associate director occupying the role of Executive Chairman of the Board (if any):
additional awards with an aggregate fair market value on the date of grant of no more than
$2,500,000
.
|
|
Number of
Underlying
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
Outstanding at January 30, 2016
|
271,000
|
|
|
$
|
63.05
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(2,000
|
)
|
|
22.87
|
|
|
|
|
|
|||
Forfeited or expired
|
(79,200
|
)
|
|
31.53
|
|
|
|
|
|
|||
Outstanding at January 28, 2017
|
189,800
|
|
|
$
|
76.62
|
|
|
$
|
—
|
|
|
0.7
|
Stock options exercisable at January 28, 2017
|
189,900
|
|
|
$
|
76.62
|
|
|
$
|
—
|
|
|
0.7
|
|
Number of
Underlying
Shares
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Life
|
|||||
Outstanding at January 30, 2016
|
5,301,115
|
|
|
$
|
45.02
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(10,483
|
)
|
|
22.45
|
|
|
|
|
|
|||
Forfeited or expired
|
(1,211,582
|
)
|
|
37.19
|
|
|
|
|
|
|||
Outstanding at January 28, 2017
|
4,079,050
|
|
|
$
|
47.49
|
|
|
$
|
—
|
|
|
2.6
|
Stock appreciation rights exercisable at January 28, 2017
|
3,532,119
|
|
|
$
|
50.62
|
|
|
$
|
—
|
|
|
1.9
|
Stock appreciation rights expected to become exercisable in the future as of January 28, 2017
|
436,030
|
|
|
$
|
27.72
|
|
|
$
|
—
|
|
|
7.7
|
|
Executive Officers
|
|
All Other Associates
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Grant date market price
|
$
|
22.46
|
|
|
$
|
35.08
|
|
|
$
|
22.42
|
|
|
$
|
37.05
|
|
Exercise price
|
$
|
22.46
|
|
|
$
|
35.49
|
|
|
$
|
22.42
|
|
|
$
|
37.22
|
|
Fair value
|
$
|
9.11
|
|
|
$
|
12.85
|
|
|
$
|
8.00
|
|
|
$
|
12.92
|
|
Assumptions:
|
|
|
|
|
|
|
|
||||||||
Price volatility
|
49
|
%
|
|
49
|
%
|
|
49
|
%
|
|
50
|
%
|
||||
Expected term (years)
|
6.1
|
|
|
4.9
|
|
|
4.3
|
|
|
4.1
|
|
||||
Risk-free interest rate
|
1.5
|
%
|
|
1.6
|
%
|
|
4.2
|
%
|
|
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 30, 2016
|
1,671,597
|
|
|
$
|
28.13
|
|
|
185,500
|
|
|
$
|
23.42
|
|
|
117,711
|
|
|
$
|
25.00
|
|
Granted
|
1,182,198
|
|
|
24.57
|
|
|
129,725
|
|
|
25.70
|
|
|
129,734
|
|
|
31.01
|
|
|||
Adjustments for performance achievement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
(678,033
|
)
|
|
29.96
|
|
|
(32,625
|
)
|
|
36.12
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(260,301
|
)
|
|
26.81
|
|
|
(78,677
|
)
|
|
24.22
|
|
|
(62,553
|
)
|
|
31.91
|
|
|||
Unvested at January 28, 2017
|
1,915,461
|
|
|
$
|
25.47
|
|
|
203,923
|
|
|
$
|
22.53
|
|
|
184,892
|
|
|
$
|
26.89
|
|
(in thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Service-based restricted stock units:
|
|
|
|
|
|
||||||
Total grant date fair value of awards granted
|
$
|
29,047
|
|
|
$
|
23,101
|
|
|
$
|
33,075
|
|
Total grant date fair value of awards vested
|
20,314
|
|
|
23,608
|
|
|
17,078
|
|
|||
|
|
|
|
|
|
||||||
Performance-based restricted stock units:
|
|
|
|
|
|
||||||
Total grant date fair value of awards granted
|
$
|
3,334
|
|
|
$
|
2,278
|
|
|
$
|
4,709
|
|
Total grant date fair value of awards vested
|
1,178
|
|
|
1,861
|
|
|
515
|
|
|||
|
|
|
|
|
|
||||||
Market-based restricted stock units:
|
|
|
|
|
|
||||||
Total grant date fair value of awards granted
|
$
|
4,023
|
|
|
$
|
2,158
|
|
|
$
|
3,756
|
|
Total grant date fair value of awards vested
|
—
|
|
|
—
|
|
|
—
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
Grant date market price
|
$
|
28.06
|
|
|
$
|
22.46
|
|
Fair value
|
$
|
31.01
|
|
|
$
|
19.04
|
|
Assumptions:
|
|
|
|
||||
Price volatility
|
45
|
%
|
|
45
|
%
|
||
Expected term (years)
|
2.7
|
|
|
2.8
|
|
||
Risk-free interest rate
|
1
|
%
|
|
0.9
|
%
|
||
Dividend yield
|
3
|
%
|
|
3.5
|
%
|
||
Average volatility of peer companies
|
34.5
|
%
|
|
34.0
|
%
|
||
Average correlation coefficient of peer companies
|
0.3415
|
|
|
0.3288
|
|
(1)
|
Amounts reported are the U.S. Dollar notional amounts outstanding as of
January 28, 2017
.
|
(1)
|
Amounts reported are the U.S. Dollar notional amounts outstanding as of
January 28, 2017
.
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
(in thousands)
|
Location
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency exchange forward contracts
|
Other operating income, net
|
|
$
|
627
|
|
|
$
|
751
|
|
(1)
|
The amount represents the change in fair value of derivative contracts due to changes in spot rates.
|
(2)
|
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.
|
(3)
|
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.
|
|
Fiscal 2016
|
||||||||||
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
Beginning balance at January 30, 2016
|
$
|
(119,196
|
)
|
|
$
|
4,577
|
|
|
$
|
(114,619
|
)
|
Other comprehensive (loss) income before reclassifications
|
(7,091
|
)
|
|
7,078
|
|
|
(13
|
)
|
|||
Reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
(6,195
|
)
|
|
(6,195
|
)
|
|||
Tax effect
|
160
|
|
|
(635
|
)
|
|
(475
|
)
|
|||
Other comprehensive loss
|
(6,931
|
)
|
|
248
|
|
|
(6,683
|
)
|
|||
Ending balance at January 28, 2017
|
$
|
(126,127
|
)
|
|
$
|
4,825
|
|
|
$
|
(121,302
|
)
|
(1)
|
For
Fiscal 2016
, a gain was reclassified from accumulated other comprehensive income (loss) to the cost of sales, exclusive of depreciation and amortization on the Consolidated Statement of Operations and Comprehensive Income (Loss).
|
|
Fiscal 2015
|
||||||||||
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
Beginning balance January 31, 2015
|
$
|
(96,680
|
)
|
|
$
|
13,100
|
|
|
$
|
(83,580
|
)
|
Other comprehensive (loss) income before reclassifications
|
(22,623
|
)
|
|
7,204
|
|
|
(15,419
|
)
|
|||
Reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
(15,596
|
)
|
|
(15,596
|
)
|
|||
Tax effect
|
107
|
|
|
(131
|
)
|
|
(24
|
)
|
|||
Other comprehensive loss
|
(22,516
|
)
|
|
(8,523
|
)
|
|
(31,039
|
)
|
|||
Ending balance at January 30, 2016
|
$
|
(119,196
|
)
|
|
$
|
4,577
|
|
|
$
|
(114,619
|
)
|
(1)
|
For
Fiscal 2015
, a gain was reclassified from accumulated other comprehensive income (loss) to cost of sales, exclusive of depreciation and amortization on the Consolidated Statement of Operations and Comprehensive Income (Loss). Additionally, a foreign currency translation loss related to the Company's dissolution of its Australian operations was reclassified to other operating income, net.
|
|
Fiscal 2014
|
||||||||||
(in thousands)
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Derivative Financial Instruments
|
|
Total
|
||||||
Beginning balance February 1, 2014
|
$
|
(18,751
|
)
|
|
$
|
(2,166
|
)
|
|
$
|
(20,917
|
)
|
Other comprehensive (loss) income before reclassifications
|
(76,891
|
)
|
|
16,572
|
|
|
(60,319
|
)
|
|||
Reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
(440
|
)
|
|
(440
|
)
|
|||
Tax effect
|
(1,038
|
)
|
|
(866
|
)
|
|
(1,904
|
)
|
|||
Other comprehensive (loss) income
|
(77,929
|
)
|
|
15,266
|
|
|
(62,663
|
)
|
|||
Ending balance at January 31, 2015
|
$
|
(96,680
|
)
|
|
$
|
13,100
|
|
|
$
|
(83,580
|
)
|
(1)
|
For
Fiscal 2014
, a gain was reclassified from accumulated other comprehensive income (loss) to cost of sales, exclusive of depreciation and amortization on the Consolidated Statement of Operations and Comprehensive Income (Loss).
|
(in thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
Abercrombie
|
$
|
1,487,024
|
|
|
$
|
1,640,992
|
|
|
$
|
1,771,299
|
|
Hollister
|
1,839,716
|
|
|
1,877,688
|
|
|
1,947,869
|
|
|||
Other
(1)
|
—
|
|
|
—
|
|
|
24,862
|
|
|||
Total
|
$
|
3,326,740
|
|
|
$
|
3,518,680
|
|
|
$
|
3,744,030
|
|
(1)
|
Represents net sales from the Company’s Gilly Hicks operations.
|
(in thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
United States
|
$
|
2,123,808
|
|
|
$
|
2,282,040
|
|
|
$
|
2,408,427
|
|
Europe
|
768,630
|
|
|
832,923
|
|
|
959,981
|
|
|||
Other
|
434,302
|
|
|
403,717
|
|
|
375,622
|
|
|||
Total
|
$
|
3,326,740
|
|
|
$
|
3,518,680
|
|
|
$
|
3,744,030
|
|
(in thousands)
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||
United States
|
$
|
543,923
|
|
|
$
|
548,983
|
|
|
$
|
556,967
|
|
Europe
|
215,124
|
|
|
263,977
|
|
|
332,435
|
|
|||
Other
|
92,783
|
|
|
109,275
|
|
|
105,542
|
|
|||
Total
|
$
|
851,830
|
|
|
$
|
922,235
|
|
|
$
|
994,944
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
Fiscal Quarter 2016
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net sales
|
$
|
685,483
|
|
|
$
|
783,160
|
|
|
$
|
821,734
|
|
|
$
|
1,036,363
|
|
Gross profit
|
$
|
425,721
|
|
|
$
|
477,107
|
|
|
$
|
510,739
|
|
|
$
|
615,001
|
|
Net (loss) income
|
$
|
(38,630
|
)
|
|
$
|
(12,031
|
)
|
|
$
|
8,274
|
|
|
$
|
50,105
|
|
Net (loss) income attributable to A&F
(2)
|
$
|
(39,587
|
)
|
|
$
|
(13,129
|
)
|
|
$
|
7,881
|
|
|
$
|
48,791
|
|
Net (loss) income per diluted share attributable to A&F
(1)
|
$
|
(0.59
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.12
|
|
|
$
|
0.71
|
|
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
Fiscal Quarter 2015
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net sales
|
$
|
709,422
|
|
|
$
|
817,756
|
|
|
$
|
878,572
|
|
|
$
|
1,112,930
|
|
Gross profit
|
$
|
411,549
|
|
|
$
|
509,862
|
|
|
$
|
559,787
|
|
|
$
|
676,345
|
|
Net (loss) income
|
$
|
(63,246
|
)
|
|
$
|
612
|
|
|
$
|
42,285
|
|
|
$
|
58,908
|
|
Net (loss) income attributable to A&F
(3)(4)
|
$
|
(63,246
|
)
|
|
$
|
(810
|
)
|
|
$
|
41,891
|
|
|
$
|
57,741
|
|
Net (loss) income per diluted share attributable to A&F
(1)
|
$
|
(0.91
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.60
|
|
|
$
|
0.85
|
|
(1)
|
Net income (loss) per diluted share for each of the quarters was computed using the weighted average number of shares outstanding during the quarter while the full year is computed using the average of the weighted average number of shares outstanding each quarter; therefore, the sum of the quarters may not equal the total for the year.
|
(2)
|
Net income (loss) attributable to A&F for Fiscal 2016 included certain items related to asset impairment, indemnification recoveries and claims settlement benefits. These items adversely impacted net income (loss) attributable to A&F by
$3.7 million
and
$6.5 million
for the second and third quarters of Fiscal 2016, respectively.
|
(3)
|
Net income (loss) attributable to A&F for Fiscal 2015 included certain items related to inventory write-down, asset impairment, legal settlement charges, store fixture disposal, the Company’s profit improvement initiative, lease termination and store closure costs and restructuring. These items adversely impacted net income (loss) attributable to A&F by
$26.1 million
,
$9.4 million
and
$16.0 million
for the first, second and fourth quarters of Fiscal 2015, respectively, and increased net income attributable to A&F by
$9.0 million
for the third quarter of Fiscal 2015.
|
(4)
|
Net income (loss) attributable to A&F for Fiscal 2015 included the correction of certain errors relating to prior periods. The impact of the amounts recorded out-of-period resulted in a decrease in net income attributable to A&F of
$2.6 million
and
$1.9 million
for the second and fourth quarters of Fiscal 2015, respectively, and an increase in net income attributable to A&F of
$1.2 million
for the third quarter of Fiscal 2015. The Company does not believe these corrections were material to any current or prior interim or annual periods that were affected.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit No.
|
Document
|
3.1
|
Amended and Restated Certificate of Incorporation of A&F as filed with the Delaware Secretary of State on August 27, 1996, incorporated herein by reference to Exhibit 3.1 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 1996 (File No. 001-12107).
|
3.2
|
Certificate of Designation of Series A Participating Cumulative Preferred Stock of A&F as filed with the Delaware Secretary of State on July 21, 1998, incorporated herein by reference to Exhibit 3.2 to A&F’s Annual Report on Form 10-K for the fiscal year ended January 30, 1999 (File No. 001-12107).
|
3.3
|
Certificate of Decrease of Shares Designated as Class B Common Stock as filed with the Delaware Secretary of State on July 30, 1999, incorporated herein by reference to Exhibit 3.3 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No. 001-12107).
|
3.4
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co. as filed with the Delaware Secretary of State on June 16, 2011, incorporated herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed June 17, 2011 (File No. 001-12107).
|
3.5
|
Amended and Restated Certificate of Incorporation of A&F, reflecting amendments through the date of this Annual Report on Form 10-K, incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2011 (File No. 001-12107). [
This document represents the Amended and Restated Certificate of Incorporation of Abercrombie & Fitch Co. in compiled form incorporating all amendments. This compiled document has not been filed with the Delaware Secretary of State
.]
|
3.6
|
Certificate regarding Approval of Amendment to Section 2.03 of Amended and Restated Bylaws of Abercrombie & Fitch Co. by Stockholders of Abercrombie & Fitch Co. at Annual Meeting of Stockholders held on June 10, 2009, incorporated herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107).
|
3.7
|
Certificate regarding Approval of Addition of New Article IX of Amended and Restated Bylaws by Board of Directors of Abercrombie & Fitch Co. on June 10, 2009, incorporated herein by reference to Exhibit 3.2 to A&F’s Current Report on Form 8-K dated and filed June 16, 2009 (File No. 001-12107).
|
3.8
|
Certificate regarding Approval of Amendments to Sections 1.09 and 2.04 of Amended and Restated Bylaws of Abercrombie & Fitch Co. by Board of Directors of Abercrombie & Fitch Co. on November 15, 2011, incorporated herein by reference to Exhibit 3.1 to A&F’s Current Report on Form 8-K dated and filed November 21, 2011 (File No. 001-12107).
|
3.9
|
Amended and Restated Bylaws of Abercrombie & Fitch Co. reflecting amendments through the date of this Annual Report in Form 10-K, incorporated herein by reference to Exhibit 3.2 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2011 (File No. 001-12107). [
This document represents the Amended and Restated Bylaws of Abercrombie & Fitch Co. in compiled form incorporating all amendments
.]
|
4.1
|
Agreement to furnish instruments and agreements defining rights of holders of long-term debt.
|
10.1*
|
Abercrombie & Fitch Co. Incentive Compensation Performance Plan, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed June 18, 2012 (File No. 001-12107).
|
10.2*
|
1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors (reflects amendments through January 30, 2003 and the two-for-one stock split distributed June 15, 1999 to stockholders of record on May 25, 1999), incorporated herein by reference to Exhibit 10.3 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003 (File No. 001-12107).
|
10.3*
|
Abercrombie & Fitch Co. 2002 Stock Plan for Associates (as amended and restated May 22, 2003), incorporated herein by reference to Exhibit 10.4 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003 (File No. 001-12107).
|
10.4*
|
Amended and Restated Employment Agreement, entered into effective as of August 15, 2005, by and between A&F and Michael S. Jeffries, including as Exhibit A thereto the Abercrombie & Fitch Co. Supplemental Executive Retirement Plan (Michael S. Jeffries) effective February 2, 2003, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed August 26, 2005 (File No. 001-12107). [
NOTE
: Only the Abercrombie & Fitch Co. Supplemental Executive Retirement Plan (Michael S. Jeffries) is still in effect.]
|
10.5*
|
Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (as amended and restated May 22, 2003) — as authorized by the Board of Directors of A&F on December 17, 2007, to become one of two plans following the division of said Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (as amended and restated May 22, 2003) into two separate plans effective January 1, 2005 and to be named the Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (Plan I) [terms to govern “amounts deferred” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) in taxable years beginning before January 1, 2005 and any earnings thereon], incorporated herein by reference to Exhibit 10.7 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003 (File No. 001-12107).
|
10.6*
|
Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (January 1, 2001 Restatement) — as authorized by the Compensation Committee of the A&F Board of Directors on August 14, 2008, to become one of two sub-plans following the division of said Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (January 1, 2001 Restatement) into two sub-plans effective immediately before January 1, 2009 and to be named the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I [terms to govern amounts “deferred” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) before January 1, 2005, and any earnings thereon], incorporated herein by reference to Exhibit 10.9 to A&F’s Annual Report on Form 10-K for the fiscal year ended February 1, 2003 (File No. 001-12107).
|
10.7*
|
First Amendment to the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan I (Plan I) (January 1, 2001 Restatement), as authorized by the Compensation Committee of the A&F Board of Directors on August 14, 2008 and executed on behalf of A&F on September 3, 2008, incorporated herein by reference to Exhibit 10.13 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2008 (File No. 001-12107).
|
10.8*
|
Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan (II) — as authorized by the Compensation Committee of the A&F Board of Directors on August 14, 2008, to become one of two sub-plans following the division of the Abercrombie & Fitch Nonqualified Savings and Supplemental Retirement Plan (January 1, 2001 Restatement) into two sub-plans effective immediately before January 1, 2009 and to be named the Abercrombie & Fitch Co. Nonqualified Savings and Supplemental Retirement Plan II [terms to govern amounts “deferred” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) in taxable years beginning on or after January 1, 2005, and any earnings thereon], incorporated herein by reference to Exhibit 10.12 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2008 (File No. 001-12107).
|
10.9*
|
Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors, incorporated herein by reference to Exhibit 10.9 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003 (File No. 001-12107).
|
10.10*
|
Form of Stock Option Agreement used for grants under the Abercrombie & Fitch Co. 2003 Stock Plan for Non-Associate Directors after November 28, 2004 and before June 13, 2007, incorporated herein by reference to Exhibit 10.22 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2004 (File No. 001-12107).
|
10.11*
|
Form of Stock Option Agreement (Nonstatutory Stock Options) used for grants under the Abercrombie & Fitch Co. 2002 Stock Plan for Associates on or after March 6, 2006 and before June 13, 2007, incorporated herein by reference to Exhibit 10.36 to A&F’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006 (File No. 001-12107).
|
10.12*
|
Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed June 17, 2005 (File No. 001-12107).
|
10.13*
|
Summary of Terms of the Annual Restricted Stock Unit Grants made to the Non-Associate Directors of A&F under the 2016 Long-Term Incentive Plan for Directors in Fiscal 2016.
|
10.14*
|
Summary of Compensation Structure for Non-Associate Directors of A&F for Fiscal 2016.
|
10.15*
|
Form of Restricted Stock Unit Award Agreement for Associates used for grants under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 6, 2006, incorporated herein by reference to Exhibit 10.34 to A&F’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006 (File No. 001-12107).
|
10.16*
|
Trust Agreement, made as of October 16, 2006, between A&F and Wilmington Trust Company, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed October 17, 2006 (File No. 001-12107).
|
10.17*
|
Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed June 17, 2011 (File No. 001-12107).
|
10.18*
|
Form of Stock Option Agreement used to evidence the grant of nonstatutory stock options to associates (employees) of A&F and its subsidiaries under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (formerly known as the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan) after August 21, 2007, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed August 27, 2007 (File No. 001-12107).
|
10.19*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of A&F and its subsidiaries under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (formerly known as the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan) after August 21, 2007 and prior to March 26, 2013, incorporated herein by reference to Exhibit 10.2 to A&F’s Current Report on Form 8-K dated and filed August 27, 2007 (File No. 001-12107).
|
10.20*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to Executive Vice Presidents of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on and after March 4, 2008 and prior to March 26, 2013, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed March 6, 2008 (File No. 001-12107).
|
10.21*
|
Abercrombie & Fitch Co. Associate Stock Purchase Plan (Effective July 1, 1998), incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by Michael S. Jeffries on May 2, 2006.
|
10.22*
|
Form of Stock Appreciation Right Agreement used to evidence the grant of stock appreciation rights to associates (employees) of A&F and its subsidiaries under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (formerly known as the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan) on and after February 12, 2009 and prior to March 26, 2013, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed February 17, 2009 (File No. 001-12107).
|
10.23*
|
Form of Stock Appreciation Right Agreement used to evidence the Semi-Annual Grants of stock appreciation rights to Michael S. Jeffries under the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan (now known as the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan) as contemplated by the Employment Agreement, entered into as of December 19, 2008, by and between A&F and Michael S. Jeffries, incorporated herein by reference to Exhibit 10.2 to A&F’s Current Report on Form 8-K dated and filed February 17, 2009 (File No. 001-12107).
|
10.24*
|
Form of Stock Appreciation Right Agreement used to evidence the grant of stock appreciation rights to associates (employees) of Abercrombie & Fitch Co. and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan after February 12, 2009 and prior to March 26, 2013, incorporated herein by reference to Exhibit 10.6 to A&F’s Current Report on Form 8-K dated and filed February 17, 2009 (File No. 001-12107).
|
10.25*
|
Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (Plan II) — as authorized by the Board of Directors of A&F on December 17, 2007, to become one of two plans following the division of the Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (as amended and restated May 22, 2003) into two separate plans effective January 1, 2005 and to be named Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan (Plan II) [terms to govern “amounts deferred” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended) in taxable years beginning on or after January 1, 2005 and any earnings thereon], incorporated herein by reference to Exhibit 10.50 to A&F’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009 (File No. 001-12107).
|
10.26*
|
Form of Stock Appreciation Right Agreement used to evidence the grant of stock appreciation rights to associates (employees) of A&F and its subsidiaries under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.27*
|
Form of Stock Appreciation Right Agreement used to evidence the grant of stock appreciation rights to associates (employees) of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.2 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.28*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of A&F and its subsidiaries under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.3 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.29*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.4 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.30*
|
Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of A&F and its subsidiaries under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.5 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.31*
|
Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.6 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.32*
|
Form of Stock Appreciation Right Agreement used to evidence the grant of stock appreciation rights to associates (employees) of A&F and its subsidiaries, subject to special non-competition and non-solicitation agreements, under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.7 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.33*
|
Form of Stock Appreciation Right Agreement used to evidence the grant of stock appreciation rights to associates (employees) of A&F and its subsidiaries, subject to special non-competition and non-solicitation agreements, under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.8 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.34*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of A&F and its subsidiaries, subject to special non-competition and non-solicitation agreements, under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.9 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.35*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of A&F and its subsidiaries, subject to special non-competition and non-solicitation agreements, under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.10 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.36*
|
Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of A&F and its subsidiaries, subject to special non-competition and non-solicitation agreements, under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.11 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.37*
|
Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of A&F and its subsidiaries, subject to special non-competition and non-solicitation agreements, under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan on or after March 26, 2013 and prior to August 20, 2013, incorporated herein by reference to Exhibit 10.12 to A&F’s Current Report on Form 8-K dated and filed April 29, 2013 (File No. 001-12107).
|
10.38*
|
Form of Stock Appreciation Right Award Agreement used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For associates (employees); grant of award forms all or part of the consideration for the execution by associate of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.1 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.39*
|
Form of Stock Appreciation Right Award Agreement used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For associates (employees); grant of award not associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.2 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.40*
|
Form of Restricted Stock Unit Award Agreement used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For associates (employees); grant of award forms all or part of the consideration for the execution by associate of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.3 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.41*
|
Form of Restricted Stock Unit Award Agreement used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For associates (employees); grant of award not associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.4 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.42*
|
Form of Performance Share Award Agreement used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For associates (employees); grant of award forms all or part of the consideration for the execution by associate of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.5 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.43*
|
Form of Performance Share Award Agreement used for grants of awards after August 20, 2013 under the Amended and Restated Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan [For associates (employees); grant of award not associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.6 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.44*
|
Form of Stock Appreciation Right Award Agreement used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For associates (employees); grant of award forms all or part of the consideration for the execution by associate of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.8 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.45*
|
Form of Stock Appreciation Right Award Agreement used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For associates (employees); grant of award not associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.9 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.46*
|
Form of Restricted Stock Unit Award Agreement used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For associates (employees); grant of award forms all or part of the consideration for the execution by associate of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.10 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.47*
|
Form of Restricted Stock Unit Award Agreement used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For associates (employees); grant of award not associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.11 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.48*
|
Form of Performance Share Award Agreement used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For associates (employees); grant of award forms all or part of the consideration for the execution by associates of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.12 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.49*
|
Form of Performance Share Award Agreement used for grants of awards after August 20, 2013 under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For associates (employees); grant of award not associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.13 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.50*
|
Form of Performance Share Award Agreement used for grants of awards to participants involved in the profit improvement initiative under the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan [For associates (employees); grant of award not associated with execution of Non-Competition and Non-Solicitation Agreement], incorporated herein by reference to Exhibit 10.7 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2013 (File No. 001-12107).
|
10.51*
|
Letter, dated April 3, 2014, from Abercrombie & Fitch to Joanne C. Crevoiserat setting forth terms of employment as Executive Vice President and Chief Financial Officer, and accepted by Joanne C. Crevoiserat on April 8, 2014, together with the related Agreement, made and entered into April 27, 2014, executed by Joanne C. Crevoiserat on April 8, 2014 and by Abercrombie & Fitch Management Co. on April 27, 2014, incorporated herein by reference to Exhibit 10.1 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2014 (File No. 001-12107).
|
10.52
|
Credit Agreement, dated as of August 7, 2014 (the “2014 ABL Credit Agreement”), among Abercrombie & Fitch Management Co., as lead borrower for the borrowers and guarantors named therein; Wells Fargo Bank, National Association, as administrative agent, collateral agent, a letter of credit issuer and swing line lender; PNC Bank, National Association, as syndication agent and a letter of credit issuer; JPMorgan Chase Bank, N.A., as documentation agent and a letter of credit issuer; Wells Fargo Bank, National Association, PNC Capital Markets LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners; and the other lenders party thereto, incorporated herein by reference to Exhibit 10.3 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).†
|
10.53
|
Term Loan Credit Agreement, dated as of August 7, 2014 (the “2014 Term Loan Credit Agreement”), among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co. and certain of its wholly-owned subsidiaries, as guarantors; Wells Fargo Bank, National Association, as administrative agent and collateral agent; PNC Bank, National Association and JPMorgan Chase Bank, N.A., as syndication agents; Goldman Sachs Lending Partners, as documentation agent; Wells Fargo Securities, LLC, PNC Capital Markets LLC, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners, as joint lead arrangers and joint book-runners; and the other lenders party thereto, incorporated herein by reference to Exhibit 10.4 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).†
|
10.54
|
Guaranty, dated as of August 7, 2014, made by Abercrombie & Fitch Co., as guarantor, and certain of its wholly-owned subsidiaries, each as a guarantor, in favor of Wells Fargo Bank, National Association, as administrative agent and collateral agent for its own benefit and the benefit of the other Credit Parties (as defined in the 2014 ABL Credit Agreement), and the Credit Parties, incorporated herein by reference to Exhibit 10.5 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).
|
10.55
|
Term Loan Guaranty, dated as of August 7, 2014, made by Abercrombie & Fitch Co., as guarantor, and certain of its wholly-owned subsidiaries, each as a guarantor, in favor of Wells Fargo Bank, National Association, as administrative agent and collateral agent for its own benefit and for the benefit of the other Credit Parties (as defined in the 2014 Term Loan Credit Agreement), and the Credit Parties, incorporated herein by reference to Exhibit 10.6 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).
|
10.56
|
Security Agreement, dated as of August 7, 2014, made by Abercrombie & Fitch Management Co., as lead borrower for itself and the other Borrowers (as defined in the 2014 ABL Credit Agreement), Abercrombie & Fitch Co. and certain of its wholly-owned subsidiaries, in their respective capacities as a guarantor, and the other borrowers and guarantors from time to time party thereto, in favor of Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Credit Parties (as defined in the 2014 ABL Credit Agreement), incorporated herein by reference to Exhibit 10.7 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).†
|
10.57
|
Term Loan Security Agreement, dated as of August 7, 2014, made by Abercrombie & Fitch Management Co., as borrower, Abercrombie & Fitch Co. and certain of its wholly-owned subsidiaries, in their respective capacities as a guarantor, and the other guarantors from time to time party thereto, in favor of Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Credit Parties (as defined in the 2014 Term Loan Credit Agreement), incorporated herein by reference to Exhibit 10.8 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).†
|
10.58
|
Intercreditor Agreement, dated as of August 7, 2014, by and between Wells Fargo Bank, National Association, in its capacity as “ABL Agent,” and Wells Fargo Bank, National Association, in its capacity as “Term Agent,” incorporated herein by reference to Exhibit 10.9 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014 (File No. 001-12107).
|
10.59*
|
Employment Offer, accepted October 9, 2014, between Fran Horowitz and A&F, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed October 15, 2014 (File No. 001-12107).
|
10.60
|
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, incorporated herein by reference to Exhibit 10.4 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015 (File No. 001-12107).
|
10.61
|
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, incorporated herein by reference to Exhibit 10.5 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2015 (File No. 001-12107).
|
10.62*
|
Form of Director and Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed October 21, 2014 (File No. 001-12107).
|
10.63*
|
Retirement Agreement, dated December 8, 2014, between Michael S. Jeffries and A&F, incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K filed December 9, 2014 (File No. 001-12107).
|
10.64*
|
Agreement entered into between Abercrombie & Fitch Management Co. and Jonathan E. Ramsden as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.1 to A&F’s Current Report on Form 8-K dated and filed July 9, 2015 (File No. 001-12107).
|
10.65*
|
Form of Agreement entered into between Abercrombie & Fitch Management Co. and Fran Horowitz as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.2 to A&F’s Current Report on Form 8-K, dated and filed July 9, 2015 (File No. 001-12107).
|
10.66*
|
Form of Agreement entered into between Abercrombie & Fitch Management Co. and Robert E. Bostrom as of July 7, 2015, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.3 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 1, 2015 (File No. 001-12107).
|
10.67*
|
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 A&F’s Current Report on Form 8-K, dated and filed October 19, 2015 (File No. 001-12107).
|
10.68*
|
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 A&F’s Current Report on Form 8-K, dated and filed October 19, 2015 (File No. 001-12107).
|
10.69*
|
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 A&F’s Current Report on Form 8-K, dated and filed October 19, 2015 (File No. 001-12107).
|
10.70*
|
Letter, dated December 16, 2015, from Abercrombie & Fitch Management Co. to Fran Horowitz setting forth terms of employment as President and Chief Merchandising Officer, and accepted by Fran Horowitz on December 19, 2015, incorporated herein by reference to Exhibit 10.74 to A&F's Annual Report on Form 10-K for the fiscal year ended January 30, 2016 (File No. 001-12107).
|
10.71*
|
Offer Letter from Abercrombie & Fitch to Stacia Andersen, executed by Ms. Andersen on May 11, 2016, incorporated herein by reference to Exhibit 10.1 to A&F's Current Report on Form 8-K, dated and filed May 23, 2016 (File No. 001-12107).
|
10.72*
|
Executive Agreement entered into between Abercrombie & Fitch Management Co. and Stacia Andersen, effective as of May 20, 2016, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.2 to A&F's Current Report on Form 8-K, dated and filed May 23, 2016 (File No. 001-12107).
|
10.73*
|
Offer Letter from Abercrombie & Fitch to Kristin Scott, executed by Ms. Scott on May 15, 2016, incorporated herein by reference to Exhibit 10.3 to A&F's Current Report on Form 8-K, dated and filed May 23, 2016 (File No. 001-12107).
|
10.74*
|
Executive Agreement entered into between Abercrombie & Fitch Management Co. and Kristin Scott, effective as of May 20, 2016, the execution date by Abercrombie & Fitch Management Co., incorporated herein by reference to Exhibit 10.4 to A&F's Current Report on Form 8-K, dated and filed May 23, 2016 (File No. 001-12107).
|
10.75*
|
Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors, incorporated herein by reference to Exhibit 4.10 to A&F's Registration Statement on Form S-8 (Registration No. 333-212059) filed on June 16, 2016.
|
10.76*
|
Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates, incorporated herein by reference to Exhibit 4.10 to A&F's Registration Statement on Form S-8 of Abercrombie & Fitch Co. (Registration No. 333-212060) filed on June 16, 2016.
|
10.77*
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates by the Board of Directors of Abercrombie & Fitch Co. on August 31, 2016, incorporated herein by reference to Exhibit 10.5.2 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
|
10.78*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates after June 16, 2016, incorporated herein by reference to Exhibit 10.6 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
|
10.79*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to associates (employees) of A&F and its subsidiaries, subject to special non-competition and non-solicitation agreements, under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates after June 16, 2016, incorporated herein by reference to Exhibit 10.7 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
|
10.80*
|
Form of Performance Share Award Agreement used to evidence the grant of performance shares to associates (employees) of A&F and its subsidiaries under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Associates after June 16, 2016, incorporated herein by reference to Exhibit 10.8 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
|
10.81*
|
Form of Restricted Stock Unit Award Agreement used to evidence the grant of restricted stock units to non-associate directors of A&F under the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors on and after June 16, 2016, incorporated herein by reference to Exhibit 10.10 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
|
10.82*
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. 2005 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. on August 20, 2014, incorporated herein by reference to Exhibit 10.11 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
|
10.83*
|
Certificate regarding Approval of Amendment of Section 3(b) of the Abercrombie & Fitch Co. Amended and Restated 2007 Long-Term Incentive Plan by Board of Directors of Abercrombie & Fitch Co. on August 20, 2014, incorporated herein by reference to Exhibit 10.12 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2016 (File No. 001-12107).
|
10.84*
|
Agreement between Diane Chang and Abercrombie & Fitch Trading Co., executed by Ms. Chang on October 25, 2016 and by Abercrombie & Fitch Trading Co. on November 3, 2016, incorporated herein by reference to Exhibit 10.4 to A&F's Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2016 (File No. 001-12107).
|
10.85*
|
Letter Agreement between Abercrombie & Fitch Co. and Stacia Andersen, executed by Abercrombie & Fitch Co. on December 8, 2016.
|
21.1
|
List of Subsidiaries of A&F.
|
23.1
|
Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP.
|
24.1
|
Powers of Attorney.
|
31.1
|
Certifications by Chief Executive Officer (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 Executive Vice President, Chief Operating Officer and Chief Financial Officer (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.
|
32.1
|
Certifications by Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Operating Officer and Chief Financial Officer (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 A&F’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015; (ii) Consolidated Balance Sheets at January 28, 2017 and January 30, 2016; (iii) Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015; (iv) Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015; and (v) Notes to Consolidated Financial Statements.
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) of Annual Report on Form 10-K.
|
**
|
These certifications are furnished.
|
†
|
Certain portions of this exhibit have been omitted based upon a request for confidential treatment filed with the Securities and Exchange Commission (th
e “SEC”). The non-pu
blic information has been separately filed with the SEC in connection with that request.
|
|
|
ABERCROMBIE & FITCH CO.
|
|
|
|
Date: March 27, 2017
|
By
|
/s/ Joanne C. Crevoiserat
|
|
|
Joanne C. Crevoiserat
|
|
|
Executive Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer and Authorized Officer)
|
*
|
|
|
Arthur C. Martinez
|
|
Executive Chairman of the Board and Director
|
/s/ Fran Horowitz
|
|
|
Fran Horowitz
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
*
|
|
|
James B. Bachmann
|
|
Director
|
*
|
|
|
Bonnie R. Brooks
|
|
Director
|
*
|
|
|
Terry L. Burman
|
|
Director
|
/s/ Joanne C. Crevoiserat
|
|
|
Joanne C. Crevoiserat
|
|
Executive Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
*
|
|
|
Sarah M. Gallagher
|
|
Director
|
*
|
|
|
Michael E. Greenlees
|
|
Director
|
*
|
|
|
Archie M. Griffin
|
|
Director
|
*
|
|
|
Charles R. Perrin
|
|
Director
|
*
|
|
|
Stephanie M. Shern
|
|
Director
|
*
|
|
|
Craig R. Stapleton
|
|
Director
|
*
|
The undersigned, by signing her name hereto, does hereby sign this Annual Report on Form 10-K on behalf of each of the above-named directors of the Registrant pursuant to powers of attorney executed by such directors, which powers of attorney are filed with this Annual Report on Form 10-K as Exhibit 24.1, in the capacities as indicated and on
March 27, 2017
.
|
By
|
|
/s/ Joanne C. Crevoiserat
|
|
|
Joanne C. Crevoiserat
|
|
|
Attorney-in-fact
|
|
|
|
|
|
|
Exhibit No.
|
Document
|
4.1
|
Agreement to furnish instruments and agreements defining rights of holders of long-term debt.
|
10.13*
|
Summary of Terms of the Annual Restricted Stock Unit Grants made to the Non-Associate Directors of A&F under the 2016 Long-Term Incentive Plan for Directors in Fiscal 2016.
|
10.14*
|
Summary of Compensation Structure for Non-Associate Directors of A&F for Fiscal 2016.
|
10.85*
|
Letter Agreement between Abercrombie & Fitch Co. and Stacia Andersen, executed by Abercrombie & Fitch Co. on December 8, 2016.
|
21.1
|
List of Subsidiaries of A&F
|
23.1
|
Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP
|
24.1
|
Powers of Attorney
|
31.1
|
Certifications by Chief Executive Officer (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 Executive Vice President, Chief Operating Officer and Chief Financial Officer (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.
|
32.1
|
Certifications by Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Operating Officer and Chief Financial Officer (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 A&F’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015; (ii) Consolidated Balance Sheets at January 28, 2017 and January 30, 2016; (iii) Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015; (iv) Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015; and (v) Notes to Consolidated Financial Statements.
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) of Annual Report on Form 10-K.
|
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