8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2013

               ABERCROMBIE & FITCH CO.               

(Exact name of registrant as specified in its charter)

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

        6301 Fitch Path, New Albany, Ohio 43054         

(Address of principal executive offices) (Zip Code)

                              (614) 283-6500                             

(Registrant's telephone number, including area code)

               Not Applicable               

(Former name or former address,

if changed since last report)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On August 22, 2013, Abercrombie & Fitch Co. (the “Registrant”) issued a press release (the “Release”) reporting the Registrant's unaudited financial results for the thirteen weeks (quarterly period) and twenty-six weeks (year-to-date period) ended August 3, 2013. A copy of the Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant also made available in conjunction with the Release additional unaudited quarterly financial information as of and for the quarterly periods and year-to-date periods in the fiscal years ending February 1, 2014 and the fiscal year ended February 2, 2013.Additional financial information was made available for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010. The additional financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant also made available in conjunction with the Release an investor presentation of results for the quarterly period ended August 3, 2013. The presentation, which is available under the “Investor Presentations” tab in the “Investors” section of the Registrant's website, located at www.abercrombie.com, is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant's management conducted a conference call on August 22, 2013, at approximately 8:00 a.m., Eastern Time, to review the Registrant's financial results for the thirteen-week period ended August 3, 2013. A copy of the transcript of the conference call is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

In the Release, the Registrant also announced that the Board of Directors of the Registrant had declared a quarterly cash dividend of $0.20 per share in respect of the Registrant's Class A Common Stock. The dividend was declared on August 20, 2013 and is payable on September 17, 2013 to shareholders of record at the close of business on September 3, 2013.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable

(d) Exhibits:

The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.Description

99.1 Press Release issued by Abercrombie & Fitch Co. on August 22, 2013

99.2 Additional Unaudited Quarterly and Year-To-Date Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on August 22, 2013

99.3 Investor presentation of results for the quarterly period ended August 3, 2013 made available by Abercrombie & Fitch Co. with the Press Release issued on August 22,

2013

99.4 Transcript of conference call held by management of Abercrombie & Fitch Co. on August 22, 2013

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABERCROMBIE & FITCH CO.
Dated: August 26, 2013	By: /s/ Jonathan E. Ramsden
	Jonathan E. Ramsden
	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.Description

99.1 Press Release issued by Abercrombie & Fitch Co. on August 22, 2013

99.2 Additional Unaudited Quarterly and Year-to-Date Financial Information made available by Abercrombie & Fitch Co. in conjunction with Press Release on August 22, 2013

99.3 Investor presentation of results for the quarterly period ended August 3, 2013 made available by Abercrombie & Fitch Co. with the Press Release issued on August 22, 2013

99.4 Transcript of conference call held by management of Abercrombie & Fitch Co. on August 22, 2013

EX-99.1

ABERCROMBIE & FITCH REPORTS SECOND QUARTER RESULTS

BOARD OF DIRECTORS DECLARES QUARTERLY DIVIDEND OF $0.20

New Albany, Ohio, August 22, 2013: Abercrombie & Fitch Co. (NYSE: ANF) today reported unaudited second quarter results which reflected net income of $11.4 million and net income per diluted share of $0.14 for the thirteen weeks ended August 3, 2013, compared to net income of $17.1 million and net income per diluted share of $0.20 for the thirteen weeks ended July 28, 2012. Net income per diluted share for the thirteen weeks ended August 3, 2013 includes $0.02 in charges related to the implementation of the on-going profit improvement initiative.

Mike Jeffries, Chief Executive Officer and Chairman of the Board of Abercrombie & Fitch Co., said:

"The second quarter was more difficult than expected due to weaker traffic and continued softness in the female business, consistent with what others have reported. In that context we are planning sales, inventory and expenses conservatively for the remainder of the year.

Despite the challenging environment, we are very pleased by strong growth in our direct-to-consumer business and continued strong growth in China. We have also made excellent progress on our profit improvement initiative during the quarter, and we now expect savings from this initiative to exceed $100 million annually. In addition, we are nearing completion of our long-term strategic review, and we are confident that this will provide us with a clear roadmap for sustainable growth in sales, profitability and return on invested capital."

Second Quarter Summary

Net sales for the thirteen weeks ended August 3, 2013 decreased 1% to $945.7 million from $951.4 million for the thirteen weeks ended July 28, 2012. Including direct-to-consumer, total U.S. sales decreased 8% to $597.3million. Including direct-to-consumer, total international sales increased 15% to $348.4million. Total Company direct-to-consumer sales, including shipping and handling, increased 21% to $154.3million.

Total comparable sales for the quarter, including direct-to-consumer sales, decreased 10% with comparable U.S. sales decreasing 11% and comparable international sales decreasing 7%. Within the quarter, comparable sales were weakest in July.

By brand, including direct-to-consumer, comparable sales decreased 6% for Abercrombie & Fitch, decreased 3% for abercrombie kids, and decreased 13% for Hollister Co. Total sales by brand were $356.6 million for Abercrombie & Fitch, $76.0 million for abercrombie kids and $488.5 million for Hollister Co.

Due to the 53^rd week in Fiscal 2012, second quarter comparable sales are compared to the thirteen week period ended August 4, 2012. The thirteen week period ended August 4, 2012 included approximately $44 million of additional sales versus the reported thirteen-week period ended July 28, 2012.

The gross profit rate for the second quarter was 63.9%, 160 basis points higher than last year's second quarter gross profit rate.

Stores and distribution expense for the second quarter was $471.7 million or 49.9% of net sales, up from $458.1 million or 48.1% of net sales last year. As a percentage of sales, expense savings in store payroll, store management and support and other stores and distribution expense were more than offset by the deleveraging effect of negative comparable sales and higher direct-to-consumer expense.

Marketing, general and administrative expense for the second quarter was $117.6 million, a 6% increase compared to $111.3 million last year. The increase in marketing, general and administrative expense was primarily driven by increases in consulting and other services, including $2.6 million in charges related to the implementation of the profit improvement initiative.

The effective tax rate for the second quarter was 34.7% compared to 27.3% last year.

During the second quarter of Fiscal 2013, the Company repurchased approximately 2.0 million shares of its common stock at an aggregate cost of approximately $99.5 million.

The Company ended the second quarter with approximately $335.0 million in cash and cash equivalents, and borrowings under the Term Loan Agreement of $142.5 million, compared to $312.2 million in cash and cash equivalents, $20.1 million in marketable securities, and $75.0 million in borrowings last year.

During the quarter, the Company opened four international Hollister chain stores, including two stores in China. Additionally, the Company opened a combined Abercrombie & Fitch and abercrombie kids outlet store in each of the U.K. and U.S.

Other Developments

On August 20, 2013, the Board of Directors declared a quarterly cash dividend of $0.20 per share on the Class A Common Stock of Abercrombie & Fitch Co. payable on September 17, 2013 to shareholders of record at the close of business on September 3, 2013.

Outlook

Based on an assumption that third quarter comparable sales will be down slightly more than second quarter, the Company projects third quarter diluted earnings per share in the range of $0.40 to $0.45. The Company is not providing guidance beyond the third quarter due to a lack of visibility given recent traffic trends. The guidance does not include the impact of potential impairment and store closure charges or additional charges related to the implementation of the Company's profit improvement initiative.

The Company continues to anticipate opening an Abercrombie & Fitch flagship store in Seoul, as well as approximately 20 international Hollister chain stores throughout the year. In addition, the Company will open a small number of international and U.S. outlet stores during the year. The Company continues to expect to close approximately 40-50 stores in the U.S. during 2013 through natural lease expirations. The planned opening of an Abercrombie & Fitch flagship store in Shanghai is now expected in the spring of 2014.

Based on current new store plans and other planned expenditures, the Company continues to expect total capital expenditures for Fiscal 2013 to be approximately $200 million, predominately related to new stores and investments in IT initiatives.

An investor presentation of second quarter results will be available in the “Investors” section of the Company's website at www.abercrombie.com at approximately 7:30 AM, Eastern Time, today.

At the end of the second quarter, the Company operated a total of 1,057 stores. The Company operated 265 Abercrombie & Fitch stores, 144 abercrombie kids stores, 478 Hollister Co. stores and 20 Gilly Hicks stores in the United States. The Company operated 20 Abercrombie & Fitch stores, six abercrombie kids stores, 116 Hollister Co. stores and eight Gilly Hicks stores internationally. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com and www.gillyhicks.com.

Today at 8:00 AM, Eastern Time, the Company will conduct a conference call. Management will discuss the Company's performance and its plans for the future and will accept questions from participants. To listen to the conference call, dial (877) 675-4756 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (719) 325-4817. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820 followed by the conference ID number 1536564 or through www.abercrombie.com.

Investor Contact:

ICR, Inc.

(203) 682-8275

Investor_relations@abercrombie.com

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management or spokespeople of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company's control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," and similar expressions may identify forward-looking statements. Except as may be required by applicable law, we assume no obligation to publicly update or revise our forward-looking statements. The following factors, in addition to those included in the disclosure under the heading "FORWARD LOOKING STATEMENTS AND RISK FACTORS" in "ITEM 1A. RISK FACTORS" of A&F's Annual Report on Form 10-K for the fiscal year ended February 2, 2013, in some cases have affected and in the future could affect the Company's financial performance and could cause actual results for the 2013 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: changes in economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, could have a material adverse effect on our business, results of operations and liquidity; changing fashion trends and consumer preferences, and the ability to manage our inventory commensurate with customer demand, could adversely impact our sales levels and profitability; fluctuations in the cost, availability and quality of raw materials, labor and transportation, could cause manufacturing delays and increase our costs; our growth strategy relies significantly on international expansion, which requires significant capital investment, adds complexity to our operations and may strain our resources and adversely impact current store performance; our international expansion plan is dependent on a number of factors, any of which could delay or prevent successful penetration into new markets or could adversely affect the profitability of our international operations; our direct-to-consumer operations are subject to numerous risks that could adversely impact sales; equity-based compensation awarded under the employment agreement with our Chief Executive Officer could adversely impact our cash flows, financial position or results of operations and could have a dilutive effect on our outstanding Common Stock; our development of a new brand concept such as Gilly Hicks could have a material adverse effect on our financial condition or results of operations; fluctuations in foreign currency exchange rates could adversely impact our financial condition and results of operations; our business could suffer if our information technology systems are disrupted or cease to operate effectively; comparable sales, including direct-to-consumer, may continue to fluctuate on a regular basis and impact the volatility of the price of our Common Stock; our market share may be negatively impacted by increasing competition and pricing pressures from companies with brands or merchandise competitive with ours; our ability to attract customers to our stores depends, in part, on the success of the shopping malls or area attractions in which most of our stores are located; our net sales fluctuate on a seasonal basis, causing our results of operations to be susceptible to changes in Back-to-School and Holiday shopping patterns; our failure to protect our reputation could have a material adverse effect on our brands; we rely on the experience and skills of our senior executive officers, the loss of whom could have a material adverse effect on our business; interruption in the flow of merchandise from our key vendors and international manufacturers could disrupt our supply chain, which could result in lost sales and could increase our costs; in a number of our European stores, associates are represented by workers' councils and unions, whose demands could adversely affect our profitability or operating standards for our brands; we depend upon independent third parties for the manufacture and delivery of all our merchandise; our reliance on two distribution centers domestically and two third-party distribution centers internationally makes us susceptible to disruptions or adverse conditions affecting our distribution centers; we may be exposed to risks and costs associated with credit card fraud and identity theft that would cause us to incur unexpected expenses and loss of revenues; our facilities, systems and stores, as well as the facilities and systems of our vendors and manufacturers, are vulnerable to natural disasters, pandemic disease and other unexpected events, any of which could result in an interruption to our business and adversely affect our operating results; our litigation 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; the effects of war or acts of terrorism could have a material adverse effect on our operating results and financial condition; our inability to obtain commercial insurance at acceptable prices or our failure to adequately reserve for self-insured exposures might increase our expenses and adversely impact our financial results; operating results and cash flows at the store level may cause us to incur impairment charges; we are subject to customs, advertising, consumer protection, privacy, zoning and occupancy and labor and employment laws that could require us to modify our current business practices, incur increased costs or harm our reputation if we do not comply; changes in the regulatory or compliance landscape could adversely affect our business and results of operations; our unsecured Amended and Restated Credit Agreement and our Term Loan Agreement include financial and other covenants that impose restrictions on our financial and business operations; 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; and our inability to implement our profit improvement plan across all work-streams could have a negative impact on our financial results.

Abercrombie & Fitch Co.
Consolidated Statements of Income
Thirteen Weeks Ended August 3, 2013 and July 28, 2012
(in thousands, except per share data)
	(Unaudited)					(Unaudited)
	2013			% of Net Sales		2012			% of Net Sales
						(Restated) (1)
Net Sales	$	945,698		100.0	%	$	951,407		100.0	%
Cost of Goods Sold		341,576		36.1	%		358,956		37.7	%
Gross Profit		604,122		63.9	%		592,451		62.3	%
Total Stores and Distribution Expense		471,722		49.9	%		458,085		48.1	%
Total Marketing, General and Administrative Expense		117,646		12.4	%		111,293		11.7	%
Other Operating Income, Net		(4,411	)	(0.5	)%		(1,933	)	(0.2	)%
Operating Income		19,165		2.0	%		25,006		2.6	%
Interest Expense, Net		1,750		0.2	%		1,546		0.2	%
Income Before Taxes		17,415		1.8	%		23,460		2.5	%
Tax Expense		6,045		0.6	%		6,409		0.7	%
Net Income	$	11,370		1.2	%	$	17,051		1.8	%
Net Income Per Share:
Basic	$	0.15				$	0.21
Diluted	$	0.14				$	0.20
Weighted-Average Shares Outstanding:
Basic		77,382					82,555
Diluted		79,267					83,441

⁽¹⁾Reported results for the second quarter of Fiscal 2012 have been restated to reflect the change in accounting principle to the cost method of accounting for inventory.

Abercrombie & Fitch Co.
Consolidated Statements of Income
Twenty-Six Weeks Ended August 3, 2013 and July 28, 2012
(in thousands, except per share data)
	(Unaudited)					(Unaudited)
	2013			% of Net Sales		2012			% of Net Sales
						(Restated) (1)
Net Sales	$	1,784,467		100.0	%	$	1,872,625		100.0	%
Cost of Goods Sold		627,178		35.1	%		739,082		39.5	%
Gross Profit		1,157,289		64.9	%		1,133,543		60.5	%
Total Stores and Distribution Expense		920,848		51.6	%		913,817		48.8	%
Total Marketing, General and Administrative Expense		236,425		13.2	%		228,182		12.2	%
Other Operating Income, Net		(5,228	)	(0.3	)%		(4,519	)	(0.2	)%
Operating Income (Loss)		5,244		0.3	%		(3,937	)	(0.2	)%
Interest Expense, Net		3,378		0.2	%		2,636		0.1	%
Income (Loss) Before Taxes		1,866		0.1	%		(6,573	)	(0.4	)%
Tax Benefit		(2,301	)	(0.1	)%		(2,319	)	(0.1	)%
Net Income (Loss)	$	4,167		0.2	%	$	(4,254	)	(0.2	)%
Net Income (Loss) Per Share:
Basic	$	0.05				$	(0.05	)
Diluted	$	0.05				$	(0.05	)
Weighted-Average Shares Outstanding:
Basic		77,853					83,574
Diluted		79,709					83,574

⁽¹⁾Reported results for the year-to-date period of Fiscal 2012 have been restated to reflect the change in accounting principle to the cost method of accounting for inventory.

Abercrombie & Fitch Co.
Consolidated Balance Sheets
(in thousands)
		(Unaudited)				(Unaudited)
ASSETS		August 3, 2013		February 2, 2013		July 28, 2012
						(Restated) (1)
Current Assets
	Cash and Equivalents	$	335,023	$	643,505	$	312,153
	Marketable Securities		—		—		20,110
	Receivables		92,886		99,622		95,267
	Inventories		633,483		426,962		694,200
	Deferred Income Taxes		47,057		32,558		59,414
	Other Current Assets		107,621		105,177		91,205
Total Current Assets			1,216,070		1,307,824		1,272,349
Property and Equipment, Net			1,252,841		1,308,232		1,280,239
Other Assets			373,932		371,345		362,338
TOTAL ASSETS		$	2,842,843	$	2,987,401	$	2,914,926
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Accounts Payable and Outstanding Checks	$	195,728		140,396		186,447
	Accrued Expenses		291,772		398,868		353,853
	Deferred Lease Credits		36,994		39,054		39,996
	Income Taxes Payable		39,733		112,483		32,284
	Short-Term Portion of Borrowings		15,000		—		75,000
Total Current Liabilities			579,227		690,801		687,580
Long-Term Liabilities
	Deferred Lease Credits		157,956		168,397		176,875
	Long-Term Portion of Borrowings		127,500		—		—
	Leasehold Financing Obligations		61,126		63,942		62,827
	Other Liabilities		233,369		245,993		246,120
Total Long-Term Liabilities			579,951		478,332		485,822
Total Shareholders' Equity			1,683,665		1,818,268		1,741,524
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY		$	2,842,843	$	2,987,401	$	2,914,926

⁽¹⁾Reported results for the second quarter of Fiscal 2012 have been restated to reflect the change in accounting principle to the cost method of accounting for inventory.

Abercrombie & Fitch Co.
U.S. Store Count
(Unaudited)
Thirteen Week Period Ended August 3, 2013
Store Activity	Abercrombie & Fitch	abercrombie		Hollister		Gilly Hicks	Total
May 4, 2013	264	144		481		20	909
New (1)	1	1		—		—	2
Closed	—	(1	)	(3	)	—	(4	)
August 3, 2013	265	144		478		20	907
Abercrombie & Fitch Co.
International Store Count
(Unaudited)
Thirteen Week Period Ended August 3, 2013
Store Activity	Abercrombie & Fitch	abercrombie		Hollister		Gilly Hicks	Total
May 4, 2013	19	5		112		8	144
New (1)	1	1		4		—	6
Closed	—	—		—		—	—
August 3, 2013	20	6		116		8	150

⁽¹⁾ Includes the impact of opening one multi-branded outlet in the U.S. and one in the U.K. Outlets are treated as a new store for each brand.

Abercrombie & Fitch Co.
U.S. Store Count
(Unaudited)
Twenty-Six Week Period Ended August 3, 2013
Store Activity	Abercrombie & Fitch		abercrombie		Hollister		Gilly Hicks	Total
February 2, 2013	266		144		482		20	912
New (1)	1		1		—		—	2
Closed	(2	)	(1	)	(4	)	—	(7	)
August 3, 2013	265		144		478		20	907
Abercrombie & Fitch Co.
International Store Count
(Unaudited)
Twenty-Six Week Period Ended August 3, 2013
Store Activity	Abercrombie & Fitch		abercrombie		Hollister		Gilly Hicks	Total
February 2, 2013	19		6		107		7	139
New (1)	1		1		9		1	12
Closed	—		(1	)	—		—	(1	)
August 3, 2013	20		6		116		8	150

⁽¹⁾ Includes the impact of opening one multi-branded outlet in the U.S. and two in the U.K. Outlets are treated as a new store for each brand.

EX-99.2

Abercrombie & Fitch Co.
Financial Information
(Unaudited)
(in thousands, except per share data and store data)
									Fiscal 2012															Fiscal 2013
	2009 (1)			2010			2011		Q1			Q2			Q3			Q4			YTD			Q1			Q2			YTD
Net Sales	$	2,928,626		$	3,468,777		$	4,158,058	$	921,218		$	951,407		$	1,169,649		$	1,468,531		$	4,510,805		$	838,769		$	945,698		$	1,784,467
Cost of Goods Sold	1,045,028			1,251,348			1,607,834		380,126			358,956			417,135			537,879			1,694,096			285,603			341,576			627,178
Gross Profit	1,883,598			2,217,429			2,550,224		541,092			592,451			752,514			930,652			2,816,709			553,166			604,122			1,157,289
Total Stores and Distribution Expense	1,425,950			1,589,501			1,888,248		455,732			458,085			496,942			577,167			1,987,926			449,125			471,722			920,848
Total Marketing, General and Administrative Expense	353,269			400,804			437,120		116,889			111,293			123,381			122,321			473,883			118,780			117,646			236,425
Other Operating (Income) Expense, Net	(13,533		)	(10,056		)	3,472		(2,584		)	(1,933		)	(1,154		)	(13,663		)	(19,333		)	(818		)	(4,411		)	(5,228		)
Operating Income (Loss)	117,912			237,180			221,384		(28,945		)	25,006			133,345			244,827			374,233			(13,921		)	19,165			5,244
Interest (Income) Expense, Net	(1,598		)	3,362			3,577		1,089			1,546			1,584			3,069			7,288			1,628			1,750			3,378
Income (Loss) from Continuing Operations Before Taxes	119,510			233,818			217,807		(30,034		)	23,460			131,761			241,758			366,945			(15,549		)	17,415			1,866
Tax Expense (Benefit) for Continuing Operations	40,557			78,109			74,669		(8,729		)	6,409			47,725			84,529			129,934			(8,346		)	6,045			(2,301		)
Net Income (Loss) from Continuing Operations	78,953			155,709			143,138		(21,305		)	17,051			84,036			157,229			237,011			(7,203		)	11,370			4,167
Net (Loss) Income from Discontinued Operations (Net of Taxes)	(78,699		)	—			796		—			—			—			—			—			—			—			$	—
Net Income (Loss)	254			155,709			143,934		(21,305		)	17,051			84,036			157,229			237,011			(7,203		)	11,370			$	4,167
Net Income (Loss) Per Share from Continuing Operations:
Basic	$	0.90		$	1.77		$	1.65	$	(0.25	)	$	0.21		$	1.03		$	1.99		$	2.89		$	(0.09	)	$	0.15		$	0.05
Diluted	$	0.89		$	1.73		$	1.60	$	(0.25	)	$	0.20		$	1.02		$	1.95		$	2.85		$	(0.09	)	$	0.14		$	0.05

Net (Loss) Income Per Share from Discontinued Operations:
Basic	$	(0.90	)	$	—	$	0.01	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Diluted	$	(0.89	)	$	—	$	0.01	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Net Income (Loss) Per Share:
Basic	$	—		$	1.77	$	1.66	$	(0.25	)	$	0.21		$	1.03		$	1.99		$	2.89		$	(0.09	)	$	0.15		$	0.05
Diluted	$	—		$	1.73	$	1.61	$	(0.25	)	$	0.20		$	1.02		$	1.95		$	2.85		$	(0.09	)	$	0.14		$	0.05
Weighted-Average Shares Outstanding:
Basic	87,874			88,061		86,848		84,593			82,555			81,669			78,944			81,940			78,324			77,382			77,853
Diluted	88,609			89,851		89,537		84,593			83,441			82,522			80,554			83,175			78,324			79,267			79,709
Comparable Sales (2)								1		%	(6		)%	0		%	(1		)%	(1		)%	(15		)%	(10		)%	(12		)%
Actual Shares Outstanding	87,985			87,246		85,638		82,542			82,567			79,557			78,445			78,445			78,306			76,384			76,384
Number of Stores - End of Period	1,096			1,069		1,045		1,049			1,055			1,067			1,051			1,051			1,053			1,057			1,057
Gross Square Feet - End of Period	7,848			7,756		7,778		7,840			7,900			8,041			7,958			7,958			7,970			8,006			8,006

⁽¹⁾Reported results for periods prior to Fiscal 2010 have not been restated to reflect the change in accounting principle. The change is not determinable because the information necessary to determine the weighted-average cost using the cost method prior to that year is not available.

⁽²⁾ Includes comparable store and direct-to-consumer sales.

EX-99.3

INVESTOR PRESENTATION 2013 SECOND QUARTER

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this presentation or made by management or spokespeople of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. Except as may be required by applicable law, we assume no obligation to publicly update or revise our forward-looking statements. The factors included in the disclosure under the heading “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2013 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this presentation or otherwise made by management. OTHER INFORMATION All dollar and share amounts are in 000’s unless otherwise stated. Sub-totals and totals may not foot due to rounding. Due to the fifty-third week in fiscal 2012, second quarter and year to date comparable sales are compared to the thirteen and twenty six week periods ended August 4, 2012. The Company changed its method of accounting for inventory from the retail method to the cost method effective February 2, 2013. Prior year figures have been restated to reflect the cost method of accounting for inventory. 2

3 Q2 P&L SUMMARY 20122013(1) % OF NET SALES UNAUDITED UNAUDITED (RESTATED) % OF NET SALES NET SALES GROSS PROFIT OPERATING EXPENSE OTHER OPERATING INCOME, NET OPERATING INCOME INTEREST EXPENSE, NET INCOME BEFORE TAXES TAX EXPENSE NET INCOME NET INCOME PER SHARE BASIC DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING BASIC DILUTED $945,698 $951,407 592,451 569,378 (1,933) 25,006 1,546 23,460 6,409 604,122 589,368 (4,411) 19,165 1,750 17,415 6,045 11,370 $ 0.15 $ 0.14 $ 0.21 $ 0.20 17,051 77,382 79,267 82,555 83,441 100.0% 100.0% 62.3% 59.8% -0.2% 2.6% 0.2% 2.5% 0.7% 1.8% 63.9% 62.3% -0.5% 2.0% 0.2% 1.8% 0.6% 1.2% (1) 2013 includes $2.6M of pre-tax charges ($0.02 of net income per share) related to the implementation of profit improvement initiatives.

4 Q2 COMPARABLE SALES TOTAL COMPANY* GEOGRAPHIC*: US INTERNATIONAL BRAND*: ABERCROMBIE & FITCH abercrombie kids HOLLISTER Co. TOTAL COMPANY* GEOGRAPHIC*: US INTERNATIONAL BRAND*: ABERCROMBIE & FITCH abercrombie kids HOLLISTER Co. -10% -11% -7% -6% -3% -13% -12% -13% -11% -10% -4% -15% Q2 - SALES MIX YTD - SALES MIX 63.2% 63.4% 36.8% 36.6% Q2 YTD * Includes comparable store and DTC sales. U.S. Intl.

5 OPERATING EXPENSE 20122013 % OF NET SALESSECOND QUARTER % OF NET SALES bps(4) STORE OCCUPANCY(1) ALL OTHER(2) STORES AND DISTRIBUTION MARKETING, GENERAL & ADMINISTRATIVE(3) TOTAL 272,774 458,085 111,293 $192,449 $185,311 279,273 471,722 117,646 $589,368 $569,378 19.5% 90 28.7% 90 48.1% 180 11.7% 70 59.8% 250 20.3% 29.5% 49.9% 12.4% 62.3% (1) Includes rent, other landlord charges, utilities, depreciation and other occupancy expense. (2) Includes selling payroll, store management and support, other store expense, DTC, and distribution center costs. (3) 2013 includes $2.6M of charges related to the implementation of profit improvement initiatives. (4) Rounded based on reported percentages.

6 Q2 ANALYSIS 2013 OPERATING INCOME 2012 OPERATING INCOME (RESTATED)SALES SALES U.S. STORES(1) INTERNATIONAL STORES(1) DIRECT TO CONSUMER MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES(2) STORE PRE-OPENING COSTS(3) ALL OTHER, NET(4) TOTAL $504,674 $562,105 286,727 261,625 154,297 127,677 - - - - - - $945,698 $951,407 $58,973 $70,658 69,359 83,886 55,008 43,456 (117,646) (111,293) (5,688) (15,370) (40,842) (46,330) $19,165 $25,006 11.7% 12.6% 24.2% 32.1% 35.7% 34.0% (1) Operating Income for U.S. Stores and International Stores is reported on an aggregate four-wall basis, and excludes pre-opening costs. Also includes third party sell-off of excess merchandise. (2) 2013 includes $2.6M of charges related to the implementation of the profit improvement initiatives. (3) Store Pre-Opening Costs include pre-opening rent, payroll, travel and other expenses. (4) All other includes Store Management Support, DC and Other Expense, net of Other Income.

7 SHARE REPURCHASES 349.7 2,033.0 - - $16,305 $99,501 - - $46.63 $48.94 - - 3,300.0 $161,215 $48.85 $48.60 - $104,283 - $34.47 $56,166 $45.94 $115,806 $321,664 $42.62 1,222.7 2,382.7 7,547.9 - 3,025.2 SHARES REPURCHASED SHARES REPURCHASED COST COSTAVERAGECOST AVERAGE COST FY 2013 FY 2012 FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER TOTAL

8 INTERNATIONAL HOLLISTER STORE COUNT - CUMULATIVE 2007 3 3 6 9 6 9 12 12 12 26 29 31 77 107 116 11 17 18 5 8 9 8 12 12 1 1 1 2 3 3 1 2 2 2 2 2 4 7 8 3 6 6 2 4 6 2 2 1 1 1 1 2 19 38 4 3 3 3 10 18 1 1 2008 2009 2010 2012 20132011HOLLISTER CANADA UK GERMANY ITALY SPAIN IRELAND SWEDEN HONG KONG BELGIUM FRANCE AUSTRIA CHINA S. KOREA NETHERLANDS POLAND AUSTRALIA TOTAL YEAR END Q2 END

9 Q2 STORE OPENINGS CITY DATECENTERBRAND A&F / kids A&F / kids HOLLISTER HOLLISTER HOLLISTER HOLLISTER ASHFORD DESIGNER OUTLET PRESTIGE OUTLET CHESTERFIELD BONDI JUNCTION LE BEFANE TAIKOO LI SANLITUN MIXC HANGZHOU ASHFORD, UK CHESTERFIELD, MO SYDNEY, AUS RIMINI, IT BEIJING, CN HANGZHOU, CN 5/9/13 8/2/13 5/9/13 5/23/13 6/29/13 8/1/13

10 THIRD QUARTER: COMPARABLE SALES DOWN SLIGHTLY MORE THAN SECOND QUARTER DILUTED EPS IN THE RANGE OF $0.40 - $0.45* GUIDANCE UPDATES * EPS estimate does not reflect the impact of potential impairment and store closure charges, or additional charges related to the implementation of the Company’s profit improvement initiatives.

11 Q2 STORE COUNT ACTIVITY * End of Q2 2013 includes 28 Gilly Hicks stores, 20 in the U.S. and eight in Europe. * Asia includes Australia. TOTAL U.S. CANADA EUROPE ASIA*ALL BRANDS* HOLLISTER CO. ABERCROMBIE & FITCH abercrombie kids START OF Q2 2013 OPENINGS CLOSINGS END OF Q2 2013 START OF Q2 2013 OPENINGS CLOSINGS END OF Q2 2013 START OF Q2 2013 OPENINGS CLOSINGS END OF Q2 2013 START OF Q2 2013 OPENINGS CLOSINGS END OF Q2 2013 1,053 909 18 116 16 113 13 18 8 2 3 - 3 - - - - - - - - - - -- -- -- - - - 3 - -(4) (4) 2 2 1 1 1 1 (1) (1) (3) (3) 1,057 907 283 149 593 481 12 1 91 9212478594 4 - 144 150 144 264 285 265 4 4 4 2 2 4 3 9 12 4 12 11

EX-99.4

THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call EVENT DATE/TIME: AUGUST 22, 2013 / 12:00PM GMT OVERVIEW: ANF announced 2Q13 net sales of $946m and diluted EPS of $0.14. Management guided to 3Q13 diluted EPS of $0.40-0.45. THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies.

C O R P O R A T E P A R T I C I P A N T S Brian Logan Abercrombie & Fitch Co. - VP of Finance & Controller Mike Jeffries Abercrombie & Fitch Co. - Chairman & CEO Jonathan Ramsden Abercrombie & Fitch Co. - EVP & CFO C O N F E R E N C E C A L L P A R T I C I P A N T S Liz Dunn Macquarie Research - Analyst Dana Telsey Telsey Advisory Group - Analyst Paul Alexander BofA Merrill Lynch - Analyst Carla White Jennifer Black & Assoc. - Analyst Omar Saad ISI Group - Analyst Edward Yruma KeyBanc Capital Markets - Analyst Paul Lejuez Wells Fargo Securities - Analyst Kimberly Greenberger Morgan Stanley - Analyst Matthew McClintock Barclays Capital - Analyst Janet Kloppenburg JJK Research - Analyst Randy Konik Jefferies & Company - Analyst Marni Shapiro The Retail Tracker - Analyst Barbara Wyckoff CLSA - Analyst Nancy Hilliker Citigroup - Analyst John Kernan Cowen and Company - Analyst Stephanie Wissink Piper Jaffray - Analyst Betty Chen Wedbush Securities - Analyst Lindsay Drucker Mann Goldman Sachs - Analyst Janine Stichter BMO Capital Markets - Analyst Richard Jaffe Stifel Nicolaus & Co. - Analyst Pamela Quintiliano SunTrust Robinson Humphrey - Analyst Jaime Katz Morningstar - Analyst Blair Pearson Robert W. Baird - Analyst Brian Tunick JPMorgan - Analyst P R E S E N T A T I O N Operator Good day and welcome to the Abercrombie & Fitch's second-quarter 2013 earnings results conference call. Today's call is being recorded. (Operator Instructions). We will open the call to take your questions at the end of the presentation. We ask that you limit yourself to one question during the question-and-answer session. At this time I would like to turn the conference over to Brian Logan. Mr. Logan, please go ahead. 2 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Brian Logan - Abercrombie & Fitch Co. - VP of Finance & Controller Good morning and welcome to our second-quarter earnings call. Earlier today we released our second-quarter sales and earnings, income statement, balance sheet, store openings, closing summary and an updated financial history. Please feel free to reference these materials available on our website. Also available on our website is the investor presentation which we will be referring to in our comments during this call. Today's earnings call is being recorded and replayed may be accessed through the Internet at Abercrombie.com under the investor section. The call is scheduled for one hour. Joining me today are Mike Jeffries and Jonathan Ramsden. Before we begin a reminder that any forward-looking statements we may make today are subject to the Safe Harbor statement found in our SEC filings. In addition, due to the 53rd week in the fiscal 2012 retail year second-quarter comparable sales are compared to the 13-week period ended August 4, 2012. Also as a reminder, the Company changed its method of accounting for inventory to the cost method effective February 2, 2013. As a result, prior year figures have been restated to reflect the change in accounting method. We will now begin the call with a few remarks from Mike followed by a review of the financial performance for the quarter from Jonathan and me. After our prepared comments we will be available to take your questions for as long as time permits. With that I will turn the call over to Mike. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Good morning, everyone. The second quarter proved to be more difficult than expected due to weaker traffic, particularly in July and continued softness in the female business. The reasons for the weak traffic we've seen in the US are not entirely clear. Our best theory is that while consumers in general are feeling better about the overall economic environment, it is less the case for the young consumer. In addition, we believe youth spending has likely diverted to other categories. We would assume that these effects will abate at some point, but until we have seen clear evidence of that we are planning sales, inventory and expense levels on a conservative basis. Despite the challenging environment, we were very pleased by strong growth in our direct to consumer business for the quarter which was up in all regions with particularly strong growth in Asia. We now have a big fast-growing and highly profitable international direct to consumer business reflecting the benefits of investments we have made over the past few years. We are also pleased by our continued strong comp store sales growth in China, up around 60% for the quarter. We now have six Hollister stores in mainland China running at an annualized volume of around $40 million. From a margin standpoint we generated healthy year-over-year gross margin rate improvement despite a very promotional environment and we ended the quarter with inventory in good shape. While we believe that much of the weakness during the second quarter was due to macro conditions, we are not satisfied with our results and are working hard to improve the trend for the third quarter and beyond. As a part of this we have expanded our assortment in accessories where we are starting to get good traction and we continue to look for new opportunities to expand our assortment, both owned and through third-party collaboration. For example, we recently announced a partnership with Keds and began offering an exclusive line that features Keds' iconic sneakers with signature Hollister patterns. While only available online, fans can check out the display inside our Hollister stores. Also in late July we tested a select assortment of Gilly Hicks intimates in about 225 Hollister stores, both US and international. We are pleased with the results of this test and believe the sales were largely incremental. 3 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

From a marketing standpoint we're working on some new programs that we expect to begin testing in the next few months. We are also excited to be able to use our A&F store windows to help support traffic driving marketing initiatives once we have completed the removal of the louvers from our US chain stores. We remain very encouraged by our profit improvement initiative. As a reminder, this initiative is focused on profit improvement through a detailed review of our existing operational processes and is primarily focused on areas covering general non-merchandise expense, marketing, supply chain, store operations and home office. We made excellent progress during the quarter end. We now expect savings from this initiative to exceed $100 million on an annualized basis. We will be conducting some significant pilot studies in our stores over the next few months which will give us insight into whether there is further opportunity beyond that. We expect the overall implementation phase to take another six to nine months to complete with the majority of the expected benefit to be realized in (technical difficulty) [2014]. We are working hard to be able to realize a portion of the benefit in the later part of this year. We are also nearing completion of our long-term strategic review. Based on extensive work over the past few months, the plan emerging from this review will map out clear strategies covering our assortment, our real estate plans, direct to consumer, Omni-channel, technology, marketing and CRM and sourcing. We are confident that these plans will give us a clear roadmap for sustainable growth in sales, profitability and return on invested capital. The next key milestone will be a review with our Board in mid-September and we will look to share more details in the future. Before handing over to Jonathan I would like to say a word about our team. We operate in a business that has ups and downs and we have certainly seen both over the years. But it is an incredible feeling to come to work every day with a team that always has an optimistic, can-do approach and is constantly focused on the opportunities we see ahead of us, both near-term and long-term. I would like to say a very big thank you to everyone on the A&F team for their hard work and dedication. With that I will hand the call over to Jonathan but will be available to take your questions later in the call. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Thanks, Mike, and good morning, everyone. For the quarter the Company's net sales were $946 million, down 1% to last year. Total US sales including DTC were down 8%; international sales including DTC were up 15% and total DTC sales were up 21%. Including direct to consumer comp sales were down 10% with the US down 11% and international down 7%. Within the quarter comparable sales were weakest in July. Second-quarter sales were below expectations due to weaker traffic, principally in July, and continued softness in the female business. As Mike said a moment ago, until we've seen clear evidence that the traffic environment has improved, we are planning for a continuation of this trend. Gross margin for the quarter improved 160 basis points year over year. Operating expense for the second quarter was $585 million versus $567 million last year. Operating expense for the second quarter included $2.6 million in charges related to the implementation of the profit improvement initiative. Overall expenses for the second quarter came in significantly below forecast as we flexed down expense in reaction to the lower sales trend. Excluding the profit improvement initiative charges, operating income for the quarter was $22 million versus $25 million a year ago. Operating margin excluding charges decreased 30 basis points as gross margin expansion was slightly more than offset by expense deleverage. The tax rate for the quarter was 34.7%. On a full-year basis we expect the tax rate to be in the mid 30%'s. For the quarter the company reported diluted earnings per share of $0.14 versus $0.20 last year. Diluted earnings per share for the quarter included $0.02 in charges related to the implementation of the profit improvement initiative. 4 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Turning to the balance sheet, we ended the quarter with total inventory down 9% versus a year ago with fall class inventory down by a greater percentage. We ended the quarter with approximately $335 million in cash and cash equivalents and borrowings under the term loan of approximately $143 million. During the quarter we repurchased approximately 2 million shares at an average cost of approximately $49 per share. With regard to our outlook for 2013, specifically the third-quarter, based on the assumption that comparable sales for the quarter will be down slightly more than the second quarter, we are now projecting third-quarter diluted EPS in the range of $0.40 to $0.45. Due to the lack of visibility given the recent traffic trends, we are not providing further guidance beyond the third quarter. This projection does not include the impact of potential impairment and store closure charges or additional charges related to the implementation of our profit improvement initiative. Also, due to the calendar shift from the 53rd week in fiscal 2012, the prior year comparable 13-week period ended November 3, 2012 had approximately $22 million less in sales versus the reported 13-week period ended October 27, 2012, which adversely affects third-quarter year-over-year sales and earnings. In addition, we expect to get a lower non-comp sales benefit in the third quarter as compared to the second quarter due to timing of new store openings. We continue to expect capital expenditures of around $200 million for the year and preopening costs of around $30 million. With regard to real estate plans for the year, we continue to expect we will open an A&F flagship store in Seoul as well as approximately 20 international Hollister chain stores throughout the year. In addition, we will open a small number of international and US outlet stores during the year. We continue to expect to close approximately 40 to 50 stores in the US in 2013 through natural lease expirations primarily at the end of the year. The planned opening of an A&F flagship store in Shanghai is now expected in the spring of 2014. As Mike mentioned a moment ago, we now expect savings from our profit improvement initiative to exceed $100 million. Most of these savings will be recognized through expense with a smaller element flowing through gross margin. We expect to incur some 2013 charges to achieve those savings that are not reflected in our outlook. These include fees paid to the consultants we have partnered with on this project and other charges which we will call out in our quarterly results as we incur them. The next significant step in this project is to complete the store pilot projects to test some additional savings opportunities. Since we don't expect these projects to be completed until close to year end, our next substantive update on this project will likely be in our year-end earnings call. Finally I would like to echo Mike's comments that we remain optimistic with regard to our profit improvement initiative and we expect that this, along with our long-term strategic update, will lead to sustainable and meaningful improvements in our operating margin and return on invested capital. We will continue to talk more on this -- more about this on our next earnings call. With that I'm going to hand over to Brian to provide some more details on our results for the quarter. Brian Logan - Abercrombie & Fitch Co. - VP of Finance & Controller Thanks, Jonathan. As reported second-quarter comp sales were down 10%. By brand comp sales, including direct to consumer, were down 6% for Abercrombie & Fitch, down 3% for abercrombie kids and down 13% for Hollister. Across the brand male performed better than female. Changes in foreign currency exchange rates versus a year ago benefited sales by approximately $3 million. Also due to the calendar shift from the 53rd week in fiscal 2012, the prior year comparable 13-week period ended August 4, 2012 had approximately $44 million of additional sales versus the reported 13-week period ended July 28, 2012, which provided a benefit to second-quarter year-over-year sales and earnings. 5 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

The gross profit rate for the second quarter was 63.9%, 160 basis points better than last year's second-quarter gross profit rate. Stores and distribution expense for the quarter was $472 million or 49.9% as a percentage of net sales, compared to $458 million or 48.1% as a percent of net sales last year. Expense savings in store payroll, store management and support and other store and distribution expense were more than offset by the deleverage effect of negative comparable sales. MG&A for the quarter was $118 million versus $111 million last year. The increase was primarily driven by consulting and other services, including $2.6 million in charges related to the implementation of the profit improvement initiative. Details of international Hollister store openings for the quarter are included on the slide on page 9 of the investor presentation. At the end of the quarter we operated 285 Abercrombie & Fitch stores, 150 abercrombie kids stores, 594 Hollister stores and 28 Gilly Hicks stores. This concludes our prepared comments; we are now available to take your questions. Thank you. Q U E S T I O N S A N D A N S W E R S Operator (Operator Instructions). Liz Dunn, Macquarie. Liz Dunn - Macquarie Research - Analyst I guess, do you think that inventory at all constrained your comp? Was there any impact from the inventory? And then also if you could just clarify what guys comped since you are really calling out the female business as being the weaker part of the business? Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Let me answer the first part of the question. I don't believe that inventory constrained the comp. We are happy with the inventory levels. You have to remember that last year we were over inventoried. What guides comp --. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO I think the question was about guys comp. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Oh, guys comp. What is the guys comp? The male comps were positive until July. We had an ongoing weakness in female comps and the primary problem there was in knit tops. Thanks, Liz. Operator Paul Lejuez, Wells Fargo. Paul has just left the queue. We will take a question from Dana Telsey, Telsey Advisory Group. Dana Telsey - Telsey Advisory Group - Analyst Mike, as you think about the changes that are happening in the teen market now, have you seen this before? And as you think about the product assortment going forward, what should we be looking for either to re-energize the teen -- the customer to come in or what you are doing in your 6 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

stores to drive them back in? And then on the expense reduction program, in total could it be $200 million now or just more than $100 million? What should we be seeing? Thank you. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO I think there are always new entries in the teen market, [Dana, you do too]. I think that from the top there is a weakness in young teen business, and I think the weakness is stronger in young teens. As the age matures the business is stronger, the contemporary business is stronger than the junior business. I would say in terms of our assortments, are there things we could have done better? Of course, there always are and that's how we built the business. But I have read quite a few research reports this past quarter talking about how good our stores looked and I think they are right. When times are difficult it is easy to start throwing this group or that group under the bus for having executed poorly. I don't think that is the right thing to do from a cultural point of view. But more importantly, I don't believe it. I have been around this business, as you know, long enough to know that sometimes, however good a job you are doing, there are factors beyond your control. Sometimes they are in your favor and sometimes they are against you and they tend to even out over time. The second part of the question is about driving customers into the store. And we are working on a number of marketing initiatives to do that -- to build traffic, some online, some off-line. But we are very, very dedicated to driving traffic. Thank you. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO And, Dana, I think the other part of your question is about expense saves. [At this time] we are comfortable the figures are going to exceed $100 million. The greatest area of incremental opportunity would be in the store operations area and we referenced in the script that we are doing some significant pilot tests there that we're not going to have a good read on until the end of the year. So there is certainly potentially more opportunity there, but until we've completed those tests and determined whether those changes are sustainable and don't have an adverse impact either from a volume standpoint or a brand standpoint, we are not ready to put a number up there for those changes. Operator Paul Alexander, Bank of America. Paul Alexander - BofA Merrill Lynch - Analyst Could you talk a little bit more about the cadence of what you saw through the quarter by month? It seems like July really decelerated a lot. So with third-quarter guidance of slightly worse than the 2Q run rate, does that imply an acceleration from July? Is that what you are seeing in stores right now? Or if it's not based on what you are seeing right now because you want to wait for a more conclusive sales trend, could you let us know how back-to-school is shaping up? Thanks. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Hey, Paul. So we sold through the first quarter as we referenced back in May that there was a sequential improvement by month as we went through the quarter and that continued into the second quarter. And then clearly things stepped down pretty significantly in July. That was much more 7 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

the case in the US than international, by the way. International there wasn't a huge delta between June and July, it was fairly modest. So clearly there was something going on this back-to-school season that had a big impact on July and I think everyone else has talked about that. So, yes, our guidance bakes in what we currently project for the quarter. We typically don't comment on current quarter business, but the guidance we are giving today reflects the trend projection we have for the full quarter based on our usual model for determining that. Operator Anna Andreeva, Oppenheimer. And it's not Anna Andreeva; it is Jennifer Black, Jennifer Black and Associates. Carla White - Jennifer Black & Assoc. - Analyst This is actually Carla White for Jennifer Black. Mike, I was just wondering if you could talk to us about how your denim is doing at both Abercrombie and Hollister and how you feel about the denim more that is going on domestically. And then the follow-up is could you talk about your loyalty program in each division and how many members you currently have? That seems like a big opportunity for you. Thank you. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO I will be very brief and then I will turn it over to Jonathan. Our denim business is outperforming our total business at this point. Now we go to Jonathan. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO On the loyalty program/CRM part of the question, Jennifer, if you look at it there are really three prongs to what we're trying to accomplish. We are trying to increase the number people who are in the programs and that entails having enticing reasons for them to join the program. The second piece of it is then we want to increase the percentage of our transactions that are attributable to club members and that number is steadily growing over time. And then thirdly, we want to make sure the value attached to those customers that are in the program is performing and is at a level greater than non-club participants. So we are tracking each of those metrics, they are all progressing positively. I would say we are encouraged by that but we are not yet at the sort of critical tipping point when, for example, we could start to significantly pull back on our in-store promotions. But that is the ultimate objective -- or a big part of the ultimate objective of this as well as creating a level of customer engagement that is exciting from a customer standpoint. Operator Omar Saad, ISI Group. Omar Saad - ISI Group - Analyst As you guys drive kind of higher cost savings when you go through these processes of review and you are finding these incremental areas, how do you think about reinvesting some of those savings or balancing the need to kind of reduce your cost structure and make it more efficient, but also the need to maybe invest in certain areas of your business? I've heard you mention marketing a couple times and maybe training. Could you help us understand your thought process, at least philosophically, around balancing those two? 8 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Hey, Omar. I think the one area that does come up is marketing and outside of that we don't see a lot of areas where we would think that there would be an argument that we could be under invested. There's certainly a question mark there. Having said that, we think there is some opportunity in our existing marketing expense that we can take out. But that is a question we have got an open mind on and we're continuing to look at it. And Mike referenced earlier that we are doing some marketing tests through the back half of the year and how they perform. And the return on investment from those tests will be a big factor in that. We are certainly willing to invest if we think it is going to help drive traffic and expand the base. Operator Edward Yruma, KeyBanc. Edward Yruma - KeyBanc Capital Markets - Analyst Mike, I think on the last call you talked about your under inventoried position and I know that you don't believe it affected 2Q sales, but I guess how do you feel about the level of inbound inventory? I believe you said it would kind of continue to ramp up through the year. And I guess given the current trend, how can you make kind of adjustments on the fly to make sure that you aren't over inventoried? Thanks. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO We are working very hard on that, Ed, because we are very committed to conservative inventory against the sales number. We've had open dollars because we have reacted as late as possible to Christmas. We are doing quite a bit of adjusting to make sure that we are going to be on track for Christmas sales. Jonathan could say --. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Yes, I would just add a little more. We are planning to exit the end of the year certainly very clean and in a very comfortable position. The end of Q3 inventory levels made -- by the way, that would mean at the end of Q4 that we would likely see inventory levels up year over year partly because we were very significantly under inventoried and had some timing issues coming into the first quarter of this year. So we expect inventory to be up at the end of the year. Third-quarter there are a couple of other timing effects coming into play. The calendar shift has a slight impact in terms of the inventory position year over year being effectively a week later. And then the in-transit you may recall a year ago was very low, it was down significantly. We expect that to be a more normalized figured this year. And then thirdly, as we've taken our receipts we have been reacting more to later in the season. So the third-quarter figure is likely to be up more than the figure at the end of the year, but we are certainly planning on working towards being in a healthy position coming out of the year. Operator Paul Lejuez, Wells Fargo. 9 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Paul Lejuez - Wells Fargo Securities - Analyst Just wondering what the reason was for the delay in the Shanghai opening? And also if you can give any update on CapEx expectations for next year, but also thinking longer-term what is the right level of CapEx to run with in the business? Thanks. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Hey, Paul, the Shanghai opening, it's part of a big project that is going on there and it's the timing of the whole project that has slipped, so that is just pushed back our opening day. It is not something that's unique to us or something that we drove specifically. The CapEx 2013 and beyond is going to be something that will emerge from completion of our strategic review, so when we wrap that up in the next few weeks we will be in a better position to speak to that. I guess at this point I would say that we wouldn't expect it to be materially higher than where we have been this year and may well be lower. Operator Kimberly Greenberger, Morgan Stanley. Kimberly Greenberger - Morgan Stanley - Analyst Mike, I'm wondering -- I know that even times when comps are negative for the business you are seeing some encouraging traction and different new ideas that you have. And I don't know what you can our can't say on a call like this given the public nature of it. But maybe you could just in general talk about are you seeing some of those sort of reads in your business that give you direction over the next three, six, nine and 12 months? And then just stepping back from the current tone of business, I'm wondering if you could just help us understand longer-term how you are thinking about international expansion and if there have been any changes in your thinking over the last sort of six to 12 months? Thanks. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Okay, let me take the first part of the question. There are always areas in the business that give us direction. And I think you know we spend a lot of time looking at what is happening now and what we think that can mean for the future. That's a given here, we are very, very reactive. I hope we've been able to react in fact for Christmas based upon initial fall selling. Beyond that I can't tell you what those things are, but they exist. Let's talk about international expansion. Jonathan? Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Sure. Hey, Kimberly. Again, there are a lot of questions related to that that are part of this strategic review, so they include -- which countries we are going to be prioritizing going forward; the optimal mix between direct and bricks and mortar; the potential for doing something other than company-owned stores, which you know has been generally our model in the past; the potential for outlets -- all those questions are part of this strategic review and we are pretty close to coming to some conclusions on that. And once we have been through all of that we will look forward to sharing more of that hopefully pretty soon. Operator Matt McClintock, Barclays. 10 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Matthew McClintock - Barclays Capital - Analyst I was wondering if we could focus on the strength then in the direct to consumer channel and -- which I think really stands out as a positive for the quarter. And I'm just wondering if you could maybe comment on the potential for maybe nontraditional competition within the teen space potentially driving some of the weakness that you are seeing across the entire industry from you and some of your competitors. Is there perhaps a structural change that has occurred and is that what we are seeing within the team category? Thank you. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Two questions. Hey, Matt, so I will take the first part of the question on strength of the DTC channel. Yes, we are extremely pleased by what is going on in the international direct business. And again, coming back to our strategic review what we are seeing is certainly contributing to our thinking on that. I think some of the key drivers of that have been when we started to fulfill within Europe, we made some significant investments behind that. The language and translation, local currency sites have all been significant. But I think they're all obviously building off a pretty healthy level of brand awareness we have and a very healthy gross margin structure we start with, which makes the economics of that business very attractive. So, yes, we are very encouraged by it. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO The second part of your question, I think you are right on in terms of the potential for nontraditional competition, it is happening, and we are -- we want to be in the forefront of that. I think what we own is very powerful brands. And owning those brands we think we are going to be able to be in the forefront of the nontraditional brick and mortar part of the business. Good question. Operator Anna Andreeva, Oppenheimer. Unidentified Participant Good morning, this is Dan filling in for Anna. So just a quick question on -- I guess can you talk a little bit more about the EBIT margins by segment? It looks like maybe there was a step down with international and domestic; we are looking at the presentation you provided. Any color there would be great. Thank you. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Sure, Dan. Yes, I guess you are seeing clearly is that international margins stepped down more for international stores. That is partly a function of the fact that our labor model in Europe in particular is a little less flexible in the US. We can react to that over time, but short-term it is not as flexible as in the US, that is certainly a component. There is a little bit of a gross margin mix affect there as well relative to the US stores. Obviously we are very pleased with the direct to consumer margin which was up for the quarter. Operator Janet Kloppenburg, JJK Research. 11 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Janet Kloppenburg - JJK Research - Analyst Mike, I was wondering if you could talk a little bit about the exposure to knits. I think that has been the big culprit on the women's side. And I know you had talked about it on the first quarter and said that you felt better about your knit assortment in the back half, particularly in the fourth quarter. I'm wondering if you have had an ability to make some adjustments in that category and if you overall have been able to modify your fourth-quarter receipts at all in light of what you learned to the response from the back-to-school assortment. And, Jonathan, I was wondering if you could talk about the international comp. It was -- store comp was a little better than expected. Maybe could talk about the regions. I know China was very good, but -- and I'm also wondering, just based off of your last response, if you could -- if you will be able to flex on payroll there in the back half of the year? Thanks. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO To answer the first part of your question, Janet, we've absolutely have been able to adjust fourth quarter based upon what is happening. And I think in response to Kimberly's question, it's the same thing -- in this business even if you are -- think you are over the top in terms of inventory you have got to find space for things that are trending. And that is what we have been working very hard on to do. So, the knit assortment clearly has been adjusted for Christmas. Having said that, the bigger categories for Christmas are not really knit dependent unless you describe fleece as knit. The bigger businesses for Christmas are knits and sweaters -- or I'm sorry, fleece and sweaters, as you know. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Hey, Janet, just to add a bit of color on the international comp. First of all, as we said, DTC comps were up in every region, particularly strong in Asia but also very strong in Europe. Looking at stores, as we've discussed in the past, you tend to see pretty different dynamics even within Europe for example. So for the quarter we were very strong in Scandinavia and we saw that also in our flagship stores in terms of the credit card data we track in those stores. Our store in the Galleria Mall in Sweden is now one of our top Hollister stores across the chain. Spain comped positively for the quarter, and then obviously we had a number of countries including some of our more significant countries in Europe like the UK and Germany that remain down on a store comp basis. So it is a mixed picture. I think overall we are hopeful that we are making some progress there. And I guess your second part of the question was can we flex payroll in the fall. I think there are two components to that. One is, as part of the profit improvement initiative there are programmatic changes that we are looking at which will have some bearing on that. And then secondly, we are working hard to react to the sales trend, as we did in the first and second quarters, to be on a short-term basis taking out expense where we see an opportunity to do that. Operator Randy Konik, Jefferies. Randy Konik - Jefferies & Company - Analyst Just a couple things. Just first, when I look at the income statement and the stores and distribution expense and MG&A, you have a total around $2.5 billion. When you give us a figure of $100 million it is about 4%. I mean wouldn't it make sense that there is just even got to be more opportunity than just 4% of that expense base? 12 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

And then with regards to the strategic review you guys have mentioned, what -- it sounds like there is some sort of potential big shift in the business model that could be -- that you guys are looking into or not looking into. What would we expect that won't change in this Company's business model going forward? Because -- I guess you are not going to tell us what is going to change. But what absolutely will not change it going forward? And then lastly, regarding the international piece of your business, is the London store still being -- becoming -- is it still a big, big driver of the comp direction in the Company? And if so, when do think that London store starts to get towards a flattish comp? Thanks. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO So, on the first bit, yes, to be clear what we are saying is the $100 million or in excess of $100 million is what we are comfortable with at this point based on decisions that we made and programmatic changes we've made and other pieces that feed into that. We are certainly saying there is potential beyond that, we need to work through the store pilots to determine what that is and, to the point earlier, to make sure that any changes we would make would not have an adverse impact either on sales or on the brand. So we are not saying we are done at $100 million, we are saying that is what we are comfortable committing to at this point as being something we feel very confident is going to be achievable. Sorry, I think there were -- there were a couple other appoints to Randy's question. Maybe just on London -- yes, we have seen London improve and it is been sort of comping in the flattish area recently. So yes, that is I think a positive development. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Thrills us. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO And then the question about what we would not expect to change in the business model going forward I think is the core aesthetic and what the brands stand for. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO I was just given a note. London is better than trend, and has been helping since May. Operator (Operator Instructions). Marni Shapiro, The Retail Tracker. Marni Shapiro - The Retail Tracker - Analyst Could you give me a little bit of an update here? You said traffic has been obviously a big part of the issue. Can you talk a little bit about conversion at the stores; once she's in, is she buying? And then if you could also touch on, Mike, specifically as we get to the back half of the year, it seems like we might to be in for a sweater year, which has historically been really good for you guys. So I was wondering with knits under pressure, is there --. 13 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Oh, I hope you are right, Marni. Marni Shapiro - The Retail Tracker - Analyst I think I am right about this. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Okay, the answer --. Marni Shapiro - The Retail Tracker - Analyst And your [Lurick] sweater looks great, and we purchased it. But I am curious, have you been able to at least shift some of the dollars for the back half of the year, whether it's out of fleece or knits into some sweaters, because that has historically been a very good space for you guys? Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO We are hoping for a good sweater business. We are well inventoried in sweaters. The answer to the first part of your question, the problem is really traffic. Our conversions are pretty flat. Operator Barbara Wyckoff, CLSA. Barbara Wyckoff - CLSA - Analyst Mike, could you talk about the changes you've made in the Chase initiatives after first quarter? How are you using this process; how are you using testing for future ideas? And then could you talk also about the accessory business, what penetration is it now; where do you think it could go? Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Okay. The speed to market, we are continuing to work on that. As we talked in first quarter, shortening the development cycle has helped us and that is largely complete. I also mentioned increasing vendor collaboration; increasing sourcing in the Americas; the chase component, which is what you are describing. I think we have -- we are doing it better than we did for first quarter because, as you remember, we got into some trouble with deliveries, with first quarter chase. I think we have a better handle on chase; it is not perfect but we are getting better. There is also the conversation about increasing positioning in core fabrics, which we are doing and it's helping us in terms of the speed to market. Accessories I can't tell you -- I don't want to tell you accessory penetration. But I will tell you that we are getting traction, as I said in the beginning, in accessories. And I think it is not only exciting for the potential of the business, I think it is exciting for the look of the stores. 14 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Operator Oliver Chen, Citigroup. Nancy Hilliker - Citigroup - Analyst This is Nancy Hilliker filling in for Oliver Chen. I was wondering if you could tell us a little bit on your view of the nature of volatility in the back half and how you are planning AUR. And also just any comments you have around the new marketing campaigns you have going on now and if that is -- if you are seeing any positive signs just with the different promotions going on now? Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Yes, I think the broad answer to the question, Nancy, is that, as we said earlier, we are planning conservatively for sales expense and inventory levels, and I think that would also include AUR. We're certainly striving to better on each of those, certainly on the sales and AUR component. But we -- at this point we are planning based on a fairly low sales comp number as we talked about earlier. And then your second part of the question was new marketing campaign in place now and if you are seeing positive signs from that. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO To make a comment on that, the Everyone Wins sweepstakes; we think that it -- believe it or not it has had some positive increased traffic result. It was really a similar program to last year. But there is some increased traffic that we are seeing from it. And the other positive is that it allows us to collect customer contact information. But as we said in the beginning, we are really focusing on this traffic conversation. Operator John Kernan, Cowen. John Kernan - Cowen and Company - Analyst Just going back to the expense reduction plan. Can you give us a little bit better guidance in terms of when we can start modeling MG&A dollars down year over year? Is that something in the first half of 2014 or could you see any of that in the fourth quarter of 2013? But when can we actually start to see MG&A dollars decline year over year? We did see that a little bit in the first quarter and then saw it tick back up again this quarter. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Yes, first of all, John, what you saw in the first quarter had nothing to do with the ongoing profit improvement project, that was more tactical things that we did, which we also did in the second quarter. The visibility on those may just be a little bit lower. As we said in the script, we are planning to recognize or realize most of that $100 million figure in 2014. We may begin to or should begin to see some of it in the later part of this year, as Mike said in the prepared comments early on, and maybe a little bit of it coming into Q3. But we haven't included anything for that at this point. Operator Stephanie Wissink, Piper Jaffray. 15 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Stephanie Wissink - Piper Jaffray - Analyst Mike, a question for you. I'm just curious how the current experience around back-to-school and the traffic volatility, how that is shaping your thoughts around the store level cost takeouts? Are you thinking differently than maybe where you were even six months ago, just given that this volatility seems to be the new normal? And, Jonathan, if you could just give us some insights into the pilots at the store level that you have referenced a couple of times, that would be helpful. Thank you. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO I will let Jonathan answered this. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO I mean, I think the program we have in place is something that is going to yield significant savings in our base model. In terms of the flexibility of our model, our model is pretty flexible in the US from a cost standpoint. Obviously there is a significant more fixed component particularly on the occupancy side. In terms of the pilots, frankly there isn't a whole lot additional color we can give you at this point. The nature of these projects is frankly that if we implement these changes they hopefully won't be visible from a customer standpoint. But they would entail some fairly significant operational changes in how we run the stores. We may end up implementing some of them and not others and that will be determined as we work through the pilots. Operator Betty Chen, Wedbush. Betty Chen - Wedbush Securities - Analyst I was wondering if you can talk a little bit, Jonathan, perhaps, about input costs into the back half. You know, gross margin grew again in the second quarter after first. I think part of it was driven by input costs. How should we look about that element into the back half and any sort of color you can share with us regarding early 2014 would be helpful as well. And then specifically for Q3, how should we think about gross margin specifically and what are the opportunities there for the quarter? Thanks. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Yes, Betty, we -- second-quarter gross margin was approximately in line with where we were with Q1 and we are looking to hold in around about that level on a full-year basis. That is probably the most color I can give you on that at this point. And that would be applicable to Q3 as well as the outlook for the full year. Operator Lindsay Drucker Mann, Goldman Sachs. 16 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Lindsay Drucker Mann - Goldman Sachs - Analyst Just two questions for me. First, Jonathan, I was just hoping to go back to the international operating margin question. I know that you got -- you talked about less flexibility on the labor side, but your comp actually -- the rate of decline got a little better and yet the margin pressure got a little worse, so I was hoping maybe you could square those things. And then secondly, I am sorry if I missed it, but did you talk about what AURs in the US were in the quarter and what you are expecting, even if on a relative basis sequentially, for them to do in the third quarter in the US? Thank you. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Sure, Lindsay. Yes, when you look at the segment analysis, that is international stores only, the comp figure we give for international is stores plus DTC. And we saw a very strong sequential improvement in international DTC between Q1 and Q2, which I think is probably a pretty big part of that effect that you are seeing. And that in part went back to that inventory shortage issue we had in Q1. Our AUR for the quarter was flattish to slightly down in aggregate. Again, as we've said in the past, we have a lot of different moving parts in our AUR, so it is hard I think to interpret -- read too much into that global AUR figure. And what expecting in Q3 -- again, we have built into our assumptions for Q3 something that we believe is conservative AUR. Operator John Morris, BMO. Janine Stichter - BMO Capital Markets - Analyst This is [Janine Stichter] on for John Morris. I was just wondering if you could talk a little bit about you US tourism levels and give us any color on what you are seeing in terms of the US chain stores versus the tourist stores. Thank you. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO In terms of the US tourism levels, I don't think there's a whole lot we could add to that. Clearly the step down we saw this quarter was the greatest in the US chain stores, particularly from June to July. As we said a minute ago, that change in the international stores and the US tourist stores was less than in the US chain stores. Which again we think comes back to that very specific issue that there is something going on with the younger customer in the US. I think that answers the question. Operator Richard Jaffe, Stifel. Richard Jaffe - Stifel Nicolaus & Co. - Analyst Just two quick follow-ups. One is IMU, are you seeing any changes in your opportunity to buy product into -- to do so at a lower cost? And then if you could just add a little color regarding the timing and the potential impact of the marketing both in stores and online for the third and fourth quarter, the removal of the shutters, etc. 17 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO I will take the first part of the question. The answer to opportunity about product at lower cost is no at this point. Timing and potential impact of marketing in stores, I can't -- and online, I can't really sure that with you, Richard. I would love to, but that is pretty confidential at this point. Operator Pamela Quintiliano, SunTrust. Pamela Quintiliano - SunTrust Robinson Humphrey - Analyst So others out there have mentioned some price resistance, particularly in the teen space among more of the basics categories. Just wondering if you are seeing that as well? And also, do you think part of the traffic issue is also that the team may not be as inspired perhaps as last year just given the strong fashion trends we did have for the back-to-school season? Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO I will answer the second part. I don't think so. I think there is plenty of good fashion out there. I think there is something else going on other than that. Price resistance, sure. I am not sure that it is more of a problem this year than last. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO I think the big point there, Pam, is that we've had gross margin rate improvement year over year and we are pretty happy with where our gross margin ended for the quarter. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Yes, and we talked about our denim business and our denim business is outperforming our total business at an AUR that is roughly flat to last year. Operator Jaime Katz, Morningstar. Jaime Katz - Morningstar - Analyst You guys actually didn't mention very much about Gilly Hicks. And I know it is a small part of the business, but can you kind of give us some insight into what you think you have done well and what you have done poorly there and maybe how you see the business going forward? Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Okay, I think we remain excited about the potential about the intimate apparel business for us and the Gilly Hicks brand. And we are focused on how to best drive it forward. The international online business has been strong. As I mentioned, the expanded Gilly test in Hollister stores has worked well and we'll clearly expand that further in the spring of 2014. I have also said, and I will repeat, that we have some legacy issue with US stores' square footage and we still need to figure that out. But overall we remain very excited about this category. And I think we are getting better and better at it. 18 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Operator Mark Altschwager, Robert W. Baird. Blair Pearson - Robert W. Baird - Analyst This is [Blair Pearson] in for Mark. You have hinted in the past that outlets possibly coming in to play a bigger role in the strategy. First, could you talk a little bit more about the opportunity for outlets? Secondly, just touch on some of the reasons for going there -- ostensibly I suppose that some better traffic trends than you've seen in the mall. And then lastly, do you have any insight or data perhaps from your recent consumer survey just to give some comfort around that -- the thought that outlets maybe wouldn't impact your brand image in the long run? Thank you. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Yes, I guess on the outlet question, that is part of the strategic review and at this point we are not ready to share the conclusions of that, but we expect to be able to do so pretty soon. But that has certainly been a question that we have been examining as part of that process. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO And I have to say that Kimberly really put is onto this and it is an issue that we are looking at very hard. I spent a Sunday two weeks ago in the Ashford Mall in Kent in the UK, very eye-opening. We have a lot to learn there. Operator Brian Tunick, JPMorgan. Brian Tunick - JPMorgan - Analyst Hoping just to get a little more color on the international business. I think you guys in the past have talked about whether it is cannibalization or macro or obviously last couple of quarters have been inventory. So just wondering if you think about the two bigger buckets -- cannibalization between the concepts and macro -- what do you think has been a bigger drag on the business? And then I think, Jonathan, on the last call you thought at that point that 30% four walls for the international segment would be achievable potentially. So just wondering, do you need to have positive comps in the international business to achieve a 30% four wall there? Thanks very much. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Brian, maybe to start with the last part -- since we're not guiding for the full year I can't really give you any color on what our four wall margin for the international component would be for the year. With regard to the components of the international business, cannibalization at this point is becoming a pretty minimal to insignificant component. We would believe that the macro has been -- by far the biggest component or is the biggest component currently. And then as we talked about in the past, the maturity curve in different markets can vary quite a bit. 19 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call

Operator That does conclude our question-and-answer session. And that will conclude today's conference call. Thank you very much for your participation. Mike Jeffries - Abercrombie & Fitch Co. - Chairman & CEO Thank you. Jonathan Ramsden - Abercrombie & Fitch Co. - EVP & CFO Thank you. D I S C L A I M E R Thomson Reuters reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes. In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies' most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON REUTERS OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS. ©2013, Thomson Reuters. All Rights Reserved. 5147317-2013-08-22T21:39:28.637 20 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2013 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. AUGUST 22, 2013 / 12:00PM, ANF - Q2 2013 Abercrombie & Fitch Co. Earnings Conference Call