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): November 1, 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 1.01. Entry into a Material Definitive Agreement.

On November 4, 2013, Abercrombie & Fitch Co. (the "Registrant") and Abercrombie & Fitch Management Co., a subsidiary of the Registrant ("A&F Management"), and Abercrombie & Fitch Europe S.A., Abercrombie & Fitch (UK) Limited, AFH Stores UK Limited, AFH Canada Stores Co. and AFH Japan, G.K., indirect subsidiaries of the Registrant (the “Foreign Subsidiary Borrowers”), entered into an Amendment No. 3 to Amended and Restated Credit Agreement (the "Revolving Credit Facility Third Amendment"), among A&F Management, as a borrower; the Registrant, as a guarantor; the Foreign Subsidiary Borrowers, as borrowers; PNC Bank, National Association, as Global Agent, the Swing Line Lender, an LC Issuer and a Lender; JPMorgan Chase Bank, N.A., as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; PNC Bank Canada Branch, as a Canadian Lender; JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian Lender; Bank of America, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender. The Revolving Credit Facility Third Amendment amends the Amended and Restated Credit Agreement entered into as of July 28, 2011 (as previously amended by that certain Amendment No. 1 to Credit Agreement, made as of February 24, 2012, and by that certain Amendment No. 2 to Amended and Restated Credit Agreement, made as of January 23, 2013, the "A&R Credit Agreement").

In connection with the Revolving Credit Facility Third Amendment, on November 4, 2013, the Registrant and A&F Management entered into an Amendment No. 2 to Term Loan Agreement (the "Term Credit Facility Second Amendment"), among A&F Management, as borrower; the Registrant, as a guarantor; PNC Bank, National Association, as Agent and a Lender; JPMorgan Chase Bank, N.A., as Syndication Agent and as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; HSBC Bank USA, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender. The Term Credit Facility Second Amendment amends the Term Loan Agreement entered into as of February 24, 2012 (as previously amended by that certain Amendment No. 1 to Term Loan Agreement, made as of January 23, 2013, the "Term Loan Agreement").

Pursuant to the Revolving Credit Facility Third Amendment, the A&R Credit Agreement was amended to reflect the following changes, among others:

1.    The Applicable Facility Fee Rate (as defined in the A&R Credit Agreement) was set to Level V pricing as of the date of the Revolving Credit Facility Third Amendment, and thereafter such rate will adjust on a quarterly basis in accordance with the matrix set forth in the A&R Credit Agreement, based on the Leverage Ratio (as defined in the A&R Credit Agreement), beginning with the testing period ending February 1, 2014.

2.    The Applicable Margin (as defined in the A&R Credit Agreement) was set to Level V pricing as of the date of the Revolving Credit Facility Third Amendment, and thereafter such margin will adjust on a quarterly basis in accordance with the matrix set forth in the A&R Credit Agreement, based on the Leverage Ratio (as defined in the A&R Credit Agreement), beginning with the testing period ending February 1, 2014.

3.    The calculation of Consolidated EBITDAR (as defined in the A&R Credit Agreement) was amended to permit a one-time add back of up to $60,000,000 for certain cash payments and expenses relating to the restructuring of the Gilly Hicks business and brand; and

4.    The negative covenant restricting, among other things, investments in, and guarantees of the obligations of, the Registrant's and A&F Management's foreign subsidiaries was amended to increase the cap on such investments and guarantees not otherwise permitted by the A&R Credit Agreement from 30% to 35% of Consolidated Tangible Assets (as defined in the A&R Credit Agreement).

5.    The required minimum level of the Coverage Ratio (as defined in the A&R Credit Agreement) was reduced initially, for the testing period ending February 1, 2014 and each of the testing periods during the fiscal year ending January 31, 2015, to a level of 1.60 to 1.00, with such level gradually increasing to 1.75 to 1.00, for the testing periods ending October 31, 2015 and thereafter, as set forth in the Revolving Credit Facility Third Amendment.

Pursuant to the Term Credit Facility Second Amendment, the Term Loan Agreement was amended to reflect the following changes, among others:

1.    The Applicable Margin (as defined in the Term Loan Agreement) was set to Level V pricing as of the date of the Term Credit Facility Second Amendment, and thereafter such margin will adjust on a quarterly basis in accordance with the matrix set forth in the Term Loan Agreement, based on the Leverage Ratio (as defined in the Term Loan Agreement), beginning with the testing period ending February 1, 2014.

2.    The calculation of Consolidated EBITDAR (as defined in the Term Loan Agreement) was amended to permit a one-time add back of up to $60,000,000 for certain cash payments and expenses relating to the restructuring of the Gilly Hicks business and brand; and

3.    The negative covenant restricting, among other things, investments in, and guarantees of the obligations of, the Registrant's and A&F Management's foreign subsidiaries was amended to increase the cap on such investments and guarantees not otherwise permitted by the Term Loan Agreement from 30% to 35% of Consolidated Tangible Assets (as defined in the Term Loan Agreement).

4.    The required minimum level of the Coverage Ratio (as defined in the Term Loan Agreement) was reduced initially, for the testing period ending February 1, 2014 and each of the testing periods during the fiscal year ending January 31, 2015, to a level of 1.60 to 1.00, with such level gradually increasing to 1.75 to 1.00, for the testing periods ending October 31, 2015 and thereafter, as set forth in the Term Credit Facility Second Amendment.

In connection with the closing of the Revolving Credit Facility Third Amendment, A&F Management paid an aggregate amendment fee of $350,000, representing 0.10% of each Lender’s total revolving loan commitment to A&F Management and the Foreign Subsidiary Borrowers.

In connection with the closing of the Term Credit Facility Second Amendment, A&F Management paid an aggregate amendment fee of $138,750, representing 0.10% of each Lender’s total term loan commitment to A&F Management.

As of November 4, 2013 and as of the date of this Current Report on Form 8-K: (i) there were no borrowings outstanding under the A&R Credit Agreement, as amended by the Revolving Credit Facility Third Amendment, and (ii) $138,750,000 in borrowings under the Term Loan Agreement, as amended by the Term Credit Facility Second Amendment. Stand-by letters of credit totaling approximately $1,800,000 were outstanding under the A&R Credit Agreement at November 4, 2013 and remained

outstanding under the A&R Credit Agreement as of the date of this Current Report on Form 8-K. As of November 4, 2013 and as of the date of this Current Report on Form 8-K, there were no trade letters of credit outstanding under the A&R Credit Agreement.

The Lenders under each of the Term Loan Agreement and the A&R Credit Agreement, each as amended, have provided and continue to provide other banking services not specifically outlined in the Term Loan Agreement or the A&R Credit Agreement to the Registrant and its subsidiaries in the ordinary course of their respective business operations.

The foregoing description of the provisions of the Revolving Credit Facility Third Amendment and the Term Credit Facility Second Amendment is qualified in its entirety by reference to the full and complete terms of the Revolving Credit Facility Third Amendment and the Term Credit Facility Second Amendment. The Revolving Credit Facility Third Amendment is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. The Term Credit Facility Second Amendment is included as Exhibit 4.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2013, the Registrant issued a press release (the "November 5, 2013 Release") reporting net sales and comparable sales for the thirteen-week period (fiscal quarter) ended November 2, 2013 as well as a business update, including new Fiscal 2013 projections. A copy of the November 5, 2013 Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and the portions thereof addressing such net sales, comparable sales and the business update are incorporated herein by reference.

On November 6, 2013, the Registrant hosted an analyst meeting detailing the Registrant's recently completed long-term strategic review, including the restructuring plans for the Gilly Hicks brand, and providing a business update for the quarter ended November 2, 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 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see the description in “Item 1.01. Entry into a Material Definitive Agreement.” of this Current Report on Form 8-K relating to the entering into of the Amendment No. 3 to Amended and Restated Credit Agreement, made as of November 4, 2013, and the Amendment No. 2 to Term Loan Agreement, made as of November 4, which documents are included as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Please also see the description in “Item 1.01. Entry into a Material Definitive Agreement.” of the Registrant’s Current Report on Form 8-K dated and filed with the SEC on August 3, 2011 (the “August 3, 2011 Form 8-K”), related to the entering into of the Amended and Restated Credit Agreement, entered into as of July 28, 2011, which document was included as Exhibit 4.1 to the August 3, 2011 Form 8-K.

Please also see the description in “Item 1.01. Entry into a Material Definitive Agreement.” of Registrant’s Current Report on Form 8-K dated and filed with the SEC on February 29, 2012 (the “February 29, 2012 Form 8-K”), related to the entering into of the Term Loan Agreement, entered into as of February 24, 2012, and the entering into of the Amendment No. 1 to Credit Agreement, made as of

February 24, 2012, which documents were included as Exhibit 4.1 and Exhibit 4.3, respectively, to the February 29, 2012 Form 8‑K.

Please also see the description in “Item 1.01. Entry into a Material Definitive Agreement.” of Registrant’s Current Report on Form 8-K dated and filed with the SEC on January 25, 2013 (the “January 25, 2013 Form 8-K”), related to the entering into of the Amendment No. 2 to Amended and Restated Credit Agreement, made as of January 23, 2013, and the entering into of the Amendment No. 1 to Term Loan Agreement, made as of January 23, 2013, which documents were included as Exhibit 4.1 and Exhibit 4.2, respectively, to the January 25, 2013 Form 8-K.

Item 2.05. Costs Associated with Exit or Disposal Activities.

On November 1, 2013, the Board of Directors of the Registrant approved the closure of all the Registrant's stand-alone Gilly Hicks stores. The Registrant expects to substantially complete the closures by the end of the first quarter of Fiscal 2014 (the quarterly period ending May 3, 2014). Store closures in Europe are subject to applicable notice and consultation provisions.

In connection with its long-term strategic review, the Registrant has decided to focus the future development of the Gilly Hicks brand through Hollister stores and direct-to-consumer channels. This decision reflects the successful pilot of selling Gilly Hicks branded intimates in Hollister stores. As a result, the Registrant has made the determination to close the stand-alone Gilly Hicks stores. The Registrant believes it is critical to focus its efforts and resources where it has the greatest opportunities to drive profitable growth for its brands. The Registrant estimates that it will incur pre-tax charges in the aggregate of approximately $90 million, including approximately $40 million of non-cash store-related asset impairment charges, approximately $45 million of lease-related charges and approximately $5 million of severance and other charges. The Registrant expects the charges to be substantially recognized in the third and fourth quarters of Fiscal 2013 and the first quarter of Fiscal 2014. In addition, the Registrant estimates that the net cash outflow associated with the Gilly Hicks store closures, prior to any associated tax benefits, to be approximately $55 million. These estimates are based on a number of significant assumptions and could change materially.

In the November 5, 2013 Release, the Registrant announced the closure of the Gilly Hicks stand-alone stores. A copy of the November 5, 2013 Release is included as Exhibit 99.1 to this Current Report on Form 8-K and the portions thereof addressing the determinations and actions to be taken with respect to Gilly Hicks are incorporated herein by this reference.

Item 2.06. Material Impairments.

The information set forth in "Item 2.05. Costs Associated with Exit or Disposal Activities." of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The information set forth in "Item 2.02. Results of Operations and Financial Condition." of this Current Report on Form 8-K related to the business update for the quarter ended November 2, 2013 and the Registrant's presentation detailing the Registrant's recently completed long-term strategic review is incorporated herein by reference.

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

4.1 Amendment No. 3 to Amended and Restated Credit Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; Abercrombie & Fitch Europe S.A., Abercrombie & Fitch (UK) Limited, AFH Stores UK Limited, AFH Canada Stores Co. and AFH Japan, G.K., as foreign subsidiary borrowers; PNC Bank, National Association, as Global Agent, the Swing Line Lender, an LC Issuer and a Lender; JPMorgan Chase Bank, N.A., as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; PNC Bank Canadian Branch, as a Canadian Lender; JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian Lender; Bank of America, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender

4.2 Amendment No. 2 to Term Loan Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; PNC Bank, National Association, as Agent and a Lender; JPMorgan Chase Bank, N.A., as Syndication Agent and as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; HSBC Bank USA, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender

99.1 Press Release issued by Abercrombie & Fitch Co. on November 5, 2013

99.2 Investor Presentation detailing the recently completed long-term strategic review, including the restructuring plans for the Gilly Hicks brand, and a business update for the quarter ended November 2, 2013 made available by Abercrombie & Fitch Co. on November 6, 2013 in conjunction with the analyst meeting held on that date.

[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: November 7, 2013	By: /s/ Jonathan E. Ramsden
	Jonathan E. Ramsden
	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.Description

4.1 Amendment No. 3 to Amended and Restated Credit Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; Abercrombie & Fitch Europe S.A., Abercrombie & Fitch (UK) Limited, AFH Stores UK Limited, AFH Canada Stores Co. and AFH Japan, G.K., as foreign subsidiary borrowers; PNC Bank, National Association, as Global Agent, the Swing Line Lender, an LC Issuer and a Lender; JPMorgan Chase Bank, N.A., as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; PNC Bank Canadian Branch, as a Canadian Lender; JPMorgan Chase Bank, N.A., Toronto Branch, as a Canadian Lender; Bank of America, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender

4.2 Amendment No. 2 to Term Loan Agreement, made as of November 4, 2013, among Abercrombie & Fitch Management Co., as borrower; Abercrombie & Fitch Co., as a guarantor; PNC Bank, National Association, as Agent and a Lender; JPMorgan Chase Bank, N.A., as Syndication Agent and as a Lender; Fifth Third Bank, as a Lender; The Huntington National Bank, as a Lender; HSBC Bank USA, N.A., as a Lender; U.S. Bank National Association, as a Lender; Citizens Bank of Pennsylvania, as a Lender; and Sumitomo Mitsui Banking Corporation, as a Lender

99.1 Press Release issued by Abercrombie & Fitch Co. on November 5, 2013

99.2 Investor Presentation detailing the recently completed long-term strategic review, including the restructuring plans for the Gilly Hicks brand, and a business update for the quarter ended November 2, 2013 made available by Abercrombie & Fitch Co. on November 6, 2013 in conjunction with the analyst meeting held on that date.

EX-4.1

AMENDMENT NO. 3

TO AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

November 4, 2013

Among

ABERCROMBIE & FITCH MANAGEMENT CO.

THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,

as Borrowers,

ABERCROMBIE & FITCH CO.,

as Parent

THE LENDING INSTITUTIONS NAMED HEREIN,

as Lenders,

PNC BANK, NATIONAL ASSOCIATION,

as an LC Issuer, the Swing Line Lender and as a Co-

Lead Arranger and Global Agent

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 3 to Amended and Restated Credit Agreement (this “Amendment”) is made as of November 4, 2013 by and among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the “Company”), the Foreign Subsidiary Borrowers party hereto (together with the Company, each a “Borrower” and collectively, the “Borrowers”), ABERCROMBIE & FITCH CO., a Delaware corporation (the “Parent”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION as the global administrative agent (the “Global Agent”), the Swing Line Lender and an LC Issuer.

RECITALS:

A.The Company, the Parent, the Foreign Subsidiary Borrowers, the Global Agent and the Lenders are parties to the Amended and Restated Credit Agreement, dated as of July 28, 2011 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of February 24, 2012, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of January 23, 2013, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B.The Borrowers, the Global Agent and the Lenders desire to further amend the Credit Agreement as more fully set forth herein.

C.Each capitalized term used herein and not otherwise defined herein shall have the same meaning set forth in the Credit Agreement as amended.

AGREEMENT:

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Global Agent and the Lenders agree as follows:

1.New Definitions. The following definitions shall be added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and any successor statute, and any rule, regulation, or order promulgated thereunder, in each case as amended from time to time.

“Covered Entity” shall mean (a) each Borrower, each of Borrower’s Subsidiaries, all Guarantors and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the Loan Documents to which such Credit Party is party with respect to, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes unlawful under the Commodity Exchange Act or any rule or regulation promulgated thereunder (or the application or official interpretation of any provision thereof) by virtue of such Credit Party's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) at the time any such Loan Document becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap,

such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Gilly Hicks Restructuring” means store closings, brand restructuring related activities and other discontinued operations or infrastructure downsizing (including, without limitation, store lease buyout, store debranding and related payments and expenses related to severance and related employment matters), in each case directly related to the restructuring of the Gilly Hicks business and brand.

“Law” shall mean any law(s), constitution, statute, treaty, regulation, rule, ordinance, or any binding and enforceable issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.

“Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“Sanctioned Country” shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or group pursuant to any Anti-Terrorism Law.

“Swap Obligation” means, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract, or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

“Third Amendment Effective Date” means November 4, 2013.

2.Amendments to Section 1.01 of the Credit Agreement. The following definitions contained in Section 1.01 of the Credit Agreement shall be amended and restated in their entirety to read as follows:

“Anti-Terrorism Laws” shall mean, as to any Person, any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing or money laundering as they relate to combating money-laundering or terrorism, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Anti-Terrorism Laws, in each case, applicable to such Person, all as amended, supplemented or replaced from time to time.

“Consolidated EBITDAR” means, for any period, Consolidated Net Income for such period; plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Interest Expense, (ii) income and franchise (or similar) tax expense, (iii) depreciation and amortization expense (including impairment of long term store fixed assets), (iv) Minimum Rent (plus contingent store rent plus non-cash rent expense), (v) Non-Cash Compensation Charges, (vi) non-recurring cash charges in an aggregate amount not to exceed $60,000,000 related to the Gilly Hicks Restructuring, (vii) additional non-recurring non-cash charges in an amount not to exceed $20,000,000 in the aggregate during any Testing Period, and (viii) other non-recurring cash charges in an amount not to exceed $10,000,000 in the aggregate during any Testing Period minus without duplication (A) Interest Income, (B) any benefit received from income, franchise (or similar) tax expense to the extent included in the determination of Consolidated Net Income, and (C) any cash payments made during such period that were deducted in determining Consolidated Net Income and added back in determining Consolidated EBITDAR in a previous Testing Period under clauses (v) or (vii); all as determined in accordance with GAAP on a consolidated basis for the Parent and the Subsidiaries.

“Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the Borrowers or any other Credit Party to the Global Agent, any Lender, the Swing Line Lender or any LC Issuer pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest and fees that accrue after the commencement by or against any Credit Party of any insolvency proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code or the Canadian Insolvency Acts), provided, however, that Obligations of any Borrower or any Guarantor shall not include any Excluded Swap Obligations of such Borrower or such Guarantor.

3.Amendment to Section 1.01 of the Credit Agreement. Clauses (i) and (ii) of the definition of “Applicable Facility Fee Rate” shall be amended and restated as follows:

“(i)As of the Third Amendment Effective Date, until changed hereunder in accordance with the provisions set forth in this definition, 30.0 basis points;

(ii)Commencing with the Testing Period ending February 1, 2014, and continuing with each Testing Period thereafter, the Global Agent shall determine the Applicable Facility Fee Rate in accordance with the following matrix, based on the Leverage Ratio for the most recent determination date:

Leverage Ratio	Applicable Facility Fee Rate
Level I < 1.50 to 1.00	12.5 bps
Level II ≥1.50 to 1.00 and < 2.00 to 1.00	15.0 bps
Level III ≥ 2.00 to 1.00 and < 2.50 to 1.00	20.0 bps
Level IV ≥ 2.50 to 1.00 and < 3.00 to 1.00	25.0 bps
Level V ≥ 3.00 to 1.00	30.0 bps

4.Amendment to Section 1.01 of the Credit Agreement. Clauses (i) and (ii) of the definition of “Applicable Margin” shall be amended and restated as follows:

“(i)As of the Third Amendment Effective Date, until changed hereunder in accordance with the following provisions, 145.0 basis points for Fixed Rate Loans and 45.0 basis points for Base Rate Loans;

(ii)Commencing with the Testing Period ending February 1, 2014, and continuing with each Testing Period thereafter, the Global Agent shall determine the Applicable Margin in accordance with the following matrix, based on the Leverage Ratio for the most recent determination date:

Leverage Ratio	Applicable Margin for Fixed Rate Loans	Applicable Margin for Base Rate Loans
Level I < 1.50 to 1.00	65.0 bps	0.0 bps
Level II ≥1.50 to 1.00 and < 2.00 to 1.00	85.0 bps	0.0 bps
Level III ≥ 2.00 to 1.00 and < 2.50 to 1.00	105.0 bps	5.0 bps
Level IV ≥ 2.50 to 1.00 and < 3.00 to 1.00	125.0 bps	25.0 bps
Level V ≥ 3.00 to 1.00	145.0 bps	45.0 bps

5.Addition of Section 4.16 to the Credit Agreement. A new Section 4.16 of the Credit Agreement is hereby added thereto as follows:

Section 4.16. Anti-Money Laundering/International Trade Law Compliance. No Covered Entity is a Sanctioned Person. No Covered Entity, either in its own right or as directed by such Covered Entity through any third party (a) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (c) engages in any transactions prohibited by any Anti-Terrorism Law. For the avoidance of doubt, the investment by a Covered Entity in the securities of a Person that has assets in, or derives income from activities in, a Sanctioned Country, shall not constitute a violation of this Section unless the investment by the Covered Entity itself violates an Anti-Terrorism Law.

6.Addition of Section 6.11 of the Credit Agreement. A new Section 6.11 shall be added to the Credit Agreement as follows:

Section 6.11 Anti-Money Laundering/International Trade Law Compliance. Each Covered Entity shall ensure that it will not, either in its own right or as directed by such Covered Entity through any third party, (a) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in any transactions prohibited by any Anti-Terrorism Law or (d) use the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law. The funds used to repay the Obligations will not be derived from any investments in or transactions with any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law. Each Covered Entity shall comply with all Anti-Terrorism Laws. The Borrowers shall promptly notify the Agent in writing upon the occurrence of a Reportable Compliance Event. For the avoidance of doubt, the investment by a Covered Entity in the securities of a Person that has assets in, or derives income from activities in, a Sanctioned Country, shall not constitute a violation of this Section unless the investment by the Covered Entity itself violates an Anti-Terrorism Law.

7.Amendment to Section 7.04 of the Credit Agreement. Section 7.04 of the Credit Agreement shall be amended by amending and restating clause (c) as follows:

“(c)additional purchases of or investments by the Parent, the Company or any Subsidiary in the capital stock of Subsidiaries, including Foreign Subsidiaries, joint ventures or the capital stock, assets, obligations or other securities of or interests in other Persons, and loans and advances by the Parent, the Company or any Credit Party to or in favor of, and guarantees by the Parent, the Company or any Subsidiary of the obligations (including, without limitation, Indebtedness, obligations under Hedge Agreements and credit

card and related obligations) of, Foreign Subsidiaries, in an amount in the aggregate at any time outstanding which does not exceed 35% of Consolidated Tangible Assets;”

8.Amendment to Section 7.07 of the Credit Agreement. Section 7.07 of the Credit Agreement shall be amended by amending and restating clause (b) as follows:

(b)Coverage Ratio. The Parent and the Company will not at any time permit the Coverage Ratio at the end of each Testing Period and/or at any time Pro Forma Compliance is required to be demonstrated to be than less than the amount set forth in the table below:

Testing Period Ending	Coverage Ratio
February 1, 2014	1.60 to 1.00
May 3, 2014	1.60 to 1.00
August 2, 2014	1.60 to 1.00
November 1, 2014	1.60 to 1.00
January 31, 2015	1.60 to 1.00
May 2, 2015	1.65 to 1.00
August 1, 2015	1.70 to 1.00
October 31, 2015 and thereafter	1.75 to 1.00

9.Addition of Section 11.21 to the Credit Agreement. A new Section 11.21 of the Credit Agreement is hereby added thereto as follows:

Section 11.21. Hedging Liability. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Credit Party is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended, at the time (i) any transaction is entered into under any obligations arising under any Hedge Agreement or (ii) such Person becomes a Borrower or Guarantor hereunder, and the effect of the foregoing would be to render any Obligations of any Borrower or Guarantor of such Person violative of the Commodity Exchange Act, the Obligations of such Person shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions outstanding under any obligations arising under any Hedge Agreement as of the date such Person becomes a Borrower or Guarantor hereunder.

10.Conditions Precedent. The amendments set forth above shall become effective upon the satisfaction of the following conditions precedent:

(a)this Amendment has been executed by each Borrower, the Parent, the Global Agent and the Required Lenders, and counterparts hereof as so executed shall have been delivered to the Global Agent;

(b)the Borrowers shall have provided an officer’s certificate that certifies that all representations and warranties of the Credit Parties contained in the Credit Agreement or in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of this Amendment, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made;

(c)each Guarantor has executed and delivered to the Global Agent the Guarantor Acknowledgment and Amendment to Domestic Credit Party Guaranty attached hereto;

(d)the Global Agent shall have received an executed copy of an amendment to the Term Loan Facility in form and substance satisfactory to the Global Agent and certified by an Authorized Officer as being a true, correct and complete copy thereof; and

(e)the Borrowers shall have paid all reasonable out-of-pocket fees and expenses of the Global Agent that have been invoiced on or prior to such date in connection with the preparation, negotiation, execution and delivery of this Amendment.

11.Representations and Warranties. The Borrowers and the Parent each hereby represents and warrants to the Global Agent and the Lenders that: (a) such Credit Party has the legal power and authority to execute and deliver this Amendment; (b) the officials executing this Amendment have been duly authorized to execute and deliver the same and bind such Credit Party with respect to the provisions hereof; (c) the execution and delivery hereof by such Credit Party and the performance and observance by such Credit Party of the provisions hereof do not violate or conflict with the organizational documents of such Credit Party or any law applicable to such Credit Party; (d) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; and (e) this Amendment constitutes a valid and binding obligation of such Credit Party in every respect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

12.Credit Agreement Unaffected. Each reference that is made in the Credit Agreement or any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby.

13.Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

14.Entire Agreement. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all other instruments, agreements and documents executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating to the Credit Agreement.

15.Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

(a)THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWERS AND THE PARENT EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AMENDMENT. Any legal action or proceeding with respect to this Amendment or any other Loan Document may be brought in the Court of Common Pleas of Cuyahoga County, Ohio, or of the United States for the Northern District of Ohio, and, by execution and delivery of this Amendment, the Borrowers and the Parent each hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Borrowers and the Parent each hereby further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by

registered or certified mail, postage prepaid, to such Credit Party at its address for notices pursuant to Section 11.04 of the Credit Agreement, such service to become effective 30 days after such mailing or at such earlier time as may be provided under applicable law. Nothing herein shall affect the right of the Global Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

(b)The Borrowers and the Parent each hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Amendment or any other Loan Document brought in the courts referred to in Section 15(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c)EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING THERETO), OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

(Signature pages follow.)

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

ABERCROMBIE & FITCH MANAGEMENT CO.

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President & Treasurer

ABERCROMBIE & FITCH CO.

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President—Tax, Treasury and
Risk Management & Treasurer

AFH CANADA STORES CO.

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President & Treasurer

ABERCROMBIE & FITCH (UK) LIMITED
AFH STORES UK LIMITED

By: /s/ Boris Djordjevic

Name: Boris Djordjevic

Title: Director

ABERCROMBIE & FITCH EUROPE S.A.

By: /s/ Boris Djordjevic

Name: Boris Djordjevic

Title: President

AFH JAPAN, G.K.
[seal]

By: /s/ Takehiko Fukuoka

Name: Takehiko Fukuoka

Title: Executive Manager

PNC BANK, NATIONAL ASSOCIATION,
as Global Agent, an LC Issuer, the Swing Line Lender, and a Lender

By: /s/ Thomas E. Redmond

Name: Thomas E. Redmond

Title: Senior Vice President

PNC BANK CANADA BRANCH, as a Canadian Lender

By: /s/ Caroline Stade

Name: Caroline Stade

Title: Senior Vice President

Address: 10 South Dearborn                 Chicago, IL 60603	JPMORGAN CHASE BANK, N.A., as a Lender
	By: /s/ Brendan Korb
	Name: Brendan Korb
	Title: Vice President

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender

By: /s/ Brendan Korb

Name: Brendan Korb

Title: Vice President

FIFTH THIRD BANK

By: /s/ Michael J. Schaltz, Jr.

Name: Michael J. Schaltz, Jr.

Title: Vice President

THE HUNTINGTON NATIONAL BANK

By: /s/ Amanda M. Sigg

Name: Amanda M. Sigg

Title: Vice President

BANK OF AMERICA, N.A.

By: /s/ Jaime C. Eng

Name: Jaime C. Eng

Title: Vice President

CITIZENS BANK OF PENNSYLVANIA

By: /s/ Carl S. Tabacjar, Jr.

Name: Carl S. Tabacjar, Jr.

Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ David W. Kee

Name: David W. Kee

Title: Managing Director

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Mark D. Rodgers

Name: Mark D. Rodgers

Title: Vice President

GUARANTOR ACKNOWLEDGMENT AND AMENDMENT

TO DOMESTIC CREDIT PARTY GUARANTY

Each of the undersigned (collectively, the “Guarantors” and, individually, “Guarantor”) consents and agrees to and acknowledges the terms of the foregoing Amendment No. 3 to Amended and Restated Credit Agreement, dated as of November 4, 2013 (the “Amendment”). Each Guarantor specifically acknowledges the terms of and consents to the amendments set forth in the Amendment. Each Guarantor further agrees that its obligations pursuant to the Domestic Credit Party Guaranty shall remain in full force and effect and be unaffected hereby; provided, however, each Guarantor agrees that the definition of “Designated Hedge Document Obligations” provided for therein is hereby amended to read as follows:

“Designated Hedge Document Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing owing by any Designated Hedge Obligor to any Designated Hedge Creditor pursuant to any of the Designated Hedge Documents (including, but not limited to, interest and fees that accrue after the commencement by or against any Designated Hedge Obligor of any insolvency proceeding under Section 362(a) of the Bankruptcy Code, regardless of whether such interest and fees are allowed claims in such proceeding), provided, however, that Designated Hedge Document Obligations of any Designated Hedge Obligor to any Designated Hedge Creditor shall not include any Excluded Swap Obligations of such Designated Hedge Obligor.

EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTOR ACKNOWLEDGMENT AND AGREEMENT OR THE AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

(Signature page follows.)

IN WITNESS WHEREOF, this Guarantor Acknowledgment and Agreement has been duly executed and delivered as of the date of the Amendment.

ABERCROMBIE & FITCH CO.

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President—Tax, Treasury and
Risk Management & Treasurer

ABERCROMBIE & FITCH HOLDING CORPORATION
A&F TRADEMARK, INC.
ABERCROMBIE & FITCH DISTRIBUTION COMPANY
J.M.H. TRADEMARK, INC.
J.M. HOLLISTER, LLC
ABERCROMBIE & FITCH TRADING CO.
ABERCROMBIE & FITCH STORES, INC.
FAN COMPANY, LLC
HOLLISTER CO.
ABERCROMBIE & FITCH INTERNATIONAL, INC.
GILLY HICKS, LLC
DFZ, LLC
A&F CANADA HOLDING CO.
CANOE, LLC
CROMBIE, LLC
RUEHL NO. 925, LLC
AFH PUERTO RICO LLC
NSOP, LLC

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President & Treasurer

ABERCROMBIE & FITCH PROCUREMENT SERVICES, LLC

By: Abercrombie & Fitch Trading Co., its Sole Member

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President & Treasurer

            Abercrombie & Fitch Trading Co.

IN WITNESS WHEREOF, this Guarantor Acknowledgment and Agreement has been duly executed and delivered as of the date of the Amendment

PNC BANK, NATIONAL ASSOCIATION,

as Global Agent, an LC Issuer, the Swing Line Lender, and a Lender

By:/s/Thomas E. Redmond

Name: Thomas E. Redmond

Title: Senior Vice President

EX-4.2

AMENDMENT NO. 2

TO TERM LOAN AGREEMENT

dated as of

November 4, 2013

Among

ABERCROMBIE & FITCH MANAGEMENT CO.

as Borrower,

ABERCROMBIE & FITCH CO.,

as Parent

THE LENDING INSTITUTIONS NAMED HEREIN,

as Lenders,

PNC BANK, NATIONAL ASSOCIATION,

as Agent

AMENDMENT NO. 2 TO TERM LOAN AGREEMENT

This Amendment No. 2 to Term Loan Agreement (this “Amendment”) is made as of November 4, 2013, by and among ABERCROMBIE & FITCH MANAGEMENT CO., a Delaware corporation (the “Company”), as the Borrower, ABERCROMBIE & FITCH CO., a Delaware corporation (the “Parent”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and PNC BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Agent”).

RECITALS:

A.The Company, the Parent, the Agent and the Lenders are parties to the Term Loan Agreement, dated as of February 24, 2012 (as amended by Amendment No. 1 to Term Loan Agreement, dated January 23, 2013, and as further amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”).

B.The Company, the Agent and the Lenders desire to further amend the Term Loan Agreement as more fully set forth herein.

C.Each capitalized term used herein and not otherwise defined herein shall have the same meaning set forth in the Term Loan Agreement as amended.

AGREEMENT:

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Agent and the Lenders agree as follows:

1.New Definitions. The following definitions shall be added to Section 1.01 of the Term Loan Agreement in the appropriate alphabetical order:

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and any successor statute, and any rule, regulation, or order promulgated thereunder, in each case as amended from time to time.

“Covered Entity” shall mean (a) Borrower, each of Borrower’s Subsidiaries, all Guarantors and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.

“Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the Loan Documents to which such Credit Party is party with respect to, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes unlawful under the Commodity Exchange Act or any rule or regulation promulgated thereunder (or the application or official interpretation of any provision thereof) by virtue of such Credit Party's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) at the time any such Loan Document becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Gilly Hicks Restructuring” means store closings, brand restructuring related activities and other discontinued operations or infrastructure downsizing (including, without limitation, store lease buyout, store debranding and related payments and expenses related to severance and related employment matters), in each case directly related to the restructuring of the Gilly Hicks business and brand.

“Law” shall mean any law(s), constitution, statute, treaty, regulation, rule, ordinance, or any binding and enforceable issued guidance, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award of or any settlement arrangement, by agreement, consent or otherwise, with any Governmental Authority, foreign or domestic.

“Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.

“Sanctioned Country” shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or group pursuant to any Anti-Terrorism Law.

“Second Amendment Effective Date” means November 4, 2013.

“Swap Obligation” means, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract, or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

2.Amendments to Section 1.01 of the Term Loan Agreement. The following definitions contained in Section 1.01 of the Term Loan Agreement shall be amended and restated in their entirety to read as follows:

“Anti-Terrorism Laws” shall mean, as to any Person, any Laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing or money laundering as they relate to combating money-laundering or terrorism, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Anti-Terrorism Laws, in each case, applicable to such Person, all as amended, supplemented or replaced from time to time.

“Consolidated EBITDAR” means, for any period, Consolidated Net Income for such period; plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Interest Expense, (ii) income and franchise (or similar) tax expense, (iii) depreciation and amortization expense (including impairment of long term store fixed assets), (iv) Minimum Rent (plus contingent store rent plus non-cash rent expense), (v) Non-Cash Compensation Charges, (vi) non-recurring cash charges in an aggregate amount not to exceed $60,000,000 related to the Gilly Hicks Restructuring, (vii) additional non-recurring non-cash charges in an amount not to exceed $20,000,000 in the aggregate during any Testing Period, and (viii) other non-recurring cash charges in an amount not to exceed $10,000,000 in the aggregate during any Testing Period minus without duplication (A) Interest Income, (B) any benefit received from income, franchise (or similar) tax expense to the extent included in the determination of Consolidated Net Income, and (C) any cash payments made during such period that were deducted in determining Consolidated Net Income and added back in determining Consolidated EBITDAR in a previous Testing Period under clauses (v) or (vii); all as determined in accordance with GAAP on a consolidated basis for the Parent and the Subsidiaries.

“Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing by the Borrower or any other Credit Party to the Agent, or any Lender pursuant to the terms of this Agreement or any other Loan Document (including, but not limited to, interest and fees that accrue after the commencement by or against any Credit Party of any insolvency proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code, provided, however, that Obligations of the Borrower or any Guarantor shall not include any Excluded Swap Obligations of the Borrower or such Guarantor.

3.Amendment to Section 1.01 of the Term Loan Agreement. Clauses (i) and (ii) of the definition of “Applicable Margin” shall be amended and restated as follows:

(i)As of the Second Amendment Effective Date, until changed hereunder in accordance with the following provisions, 200.0 basis points for Eurodollar Rate Loans and 100.0 basis points for Base Rate Loans;

(ii)Commencing with the Testing Period ending February 1, 2014, and continuing with each Testing Period thereafter, the Agent shall determine the Applicable Margin in accordance with the following matrix, based on the Leverage Ratio for the most recent determination date:

Leverage Ratio	Applicable Margin for Eurodollar Loans	Applicable Margin for Base Rate Loans
Level I < 1.50 to 1.00	100.0 bps	0.0 bps
Level II ≥1.50 to 1.00 and < 2.00 to 1.00	125.0 bps	25.0 bps
Level III ≥ 2.00 to 1.00 and < 2.50 to 1.00	150.0 bps	50.0 bps
Level IV ≥ 2.50 to 1.00 and < 3.00 to 1.00	175.0 bps	75.0 bps
Level V ≥ 3.00 to 1.00	200.0 bps	100.0 bps

4.Addition of Section 4.16 to the Term Loan Agreement. A new Section 4.16 of the Term Loan Agreement is hereby added thereto as follows.

Section 4.16. Anti-Money Laundering/International Trade Law Compliance. No Covered Entity is a Sanctioned Person. No Covered Entity, either in its own right or as directed by such Covered Entity through any third party (a) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (c) engages in any transactions prohibited by any Anti-Terrorism Law. For the avoidance of doubt, the investment by a Covered Entity in the securities of a Person that has assets in, or derives income from activities in, a Sanctioned Country, shall not constitute a violation of this Section unless the investment by the Covered Entity itself violates an Anti-Terrorism Law.

5.Addition of Section 6.11 to the Term Loan Agreement. A new Section 6.11 of the Term Loan Agreement shall be added thereto as follows:

Section 6.11 Anti-Money Laundering/International Trade Law Compliance. Each Covered Entity shall ensure that it will not, either in its own right or as directed by such Covered Entity through any third party, (a) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income from

investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage in any transactions prohibited by any Anti-Terrorism Law or (d) use the Advances to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law. The funds used to repay the Obligations will not be derived from any investments in or transactions with any Sanctioned County or Sanctioned Person in violation of any Anti-Terrorism Law. Each Covered Entity shall comply with all Anti-Terrorism Laws. The Borrowers shall promptly notify the Agent in writing upon the occurrence of a Reportable Compliance Event. For the avoidance of doubt, the investment by a Covered Entity in the securities of a Person that has assets in, or derives income from activities in, a Sanctioned Country, shall not constitute a violation of this Section unless the investment by the Covered Entity itself violates an Anti-Terrorism Law.

6.Amendment to Section 7.04 of the Term Loan Agreement. Section 7.04 of the Term Loan Agreement shall be amended by amending and restating clause (c) as follows:

“(c)additional purchases of or investments by the Parent, the Company or any Subsidiary in the capital stock of Subsidiaries, including Foreign Subsidiaries, joint ventures or the capital stock, assets, obligations or other securities of or interests in other Persons, and loans and advances by the Parent, the Company or any Credit Party to or in favor of, and guarantees by the Parent, the Company or any Subsidiary of the obligations (including, without limitation, Indebtedness, obligations under Hedge Agreements and credit card and related obligations) of, Foreign Subsidiaries, in an amount in the aggregate at any time outstanding which does not exceed 35% of Consolidated Tangible Assets;”

7.Amendment to Section 7.07 of the Term Loan Agreement. Section 7.07 of the Term Loan Agreement shall be amended by amending and restating clause (b) as follows:

(b)Coverage Ratio. The Parent and the Company will not at any time permit the Coverage Ratio at the end of each Testing Period and/or at any time Pro Forma Compliance is required to be demonstrated to be than less than the amount set forth in the table below:

Testing Period Ending	Coverage Ratio
February 1, 2014	1.60 to 1.00
May 3, 2014	1.60 to 1.00
August 2, 2014	1.60 to 1.00
November 1, 2014	1.60 to 1.00
January 31, 2015	1.60 to 1.00
May 2, 2015	1.65 to 1.00
August 1, 2015	1.70 to 1.00
October 31, 2015 and thereafter	1.75 to 1.00

8.Addition of Section 11.24 to the Term Loan Agreement. A new Section 11.24 to the Term Loan Agreement is hereby added thereto as follows:

Section 11.24. Hedging Liability. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Credit Party is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended, at the time (i) any transaction is entered into under any obligations arising under any Hedge Agreement or (ii) such Person becomes a Borrower or Guarantor hereunder, and the effect of the foregoing would be to render any Obligations of any Borrower or Guarantor of such Person violative of the Commodity Exchange Act, the Obligations of such Person shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions outstanding under any obligations arising under any Hedge Agreement as of the date such Person becomes a Borrower or Guarantor hereunder.

9.Conditions Precedent. The amendments set forth above shall become effective upon the satisfaction of the following conditions precedent:

(a)this Amendment has been executed by the Company, the Parent, the Agent and the Required Lenders, and counterparts hereof as so executed shall have been delivered to the Agent;

(b)the Company shall have provided an officer’s certificate that certifies that all representations and warranties of the Credit Parties contained in the Term Loan Agreement or in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of this Amendment, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date when made;

(c)each Guarantor has executed and delivered to the Agent the Guarantor Acknowledgment and Amendment to Credit Party Guaranty attached hereto;

(d)the Agent shall have received an executed copy of an amendment to the Revolving Facility in form and substance satisfactory to the Agent and certified by an Authorized Officer as being a true, correct and complete copy thereof; and

(e)the Company shall have paid all reasonable out-of-pocket fees and expenses of the Agent that have been invoiced on or prior to such date in connection with the preparation, negotiation, execution and delivery of this Amendment.

10.Representations and Warranties. The Company and the Parent each hereby represents and warrants to the Agent and the Lenders that: (a) such Credit Party has the legal power and authority to execute and deliver this Amendment; (b) the officials executing this Amendment have been duly authorized to execute and deliver the same and bind such Credit Party with respect to the provisions hereof; (c) the execution and delivery hereof by such Credit Party and the performance and observance by such Credit Party of the provisions hereof do not violate or conflict with the organizational documents of such Credit Party or any law applicable to such Credit Party; (d) no Default or Event of Default exists under the Term Loan Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; and (e) this Amendment constitutes a valid and binding obligation of such Credit Party in every respect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

11.Term Loan Agreement Unaffected. Each reference that is made in the Term Loan Agreement or any other Loan Document shall hereafter be construed as a reference to the Term Loan Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Term Loan Agreement shall remain in full force and effect and be unaffected hereby.

12.Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

13.Entire Agreement. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all other instruments, agreements and documents executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating to the Term Loan Agreement.

14.Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

(a)THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND THE PARENT EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AMENDMENT. Any legal action or proceeding with respect to this Amendment or any other Loan Document may be brought in the Court of Common Pleas of Cuyahoga County, Ohio, or of the United States for the Northern District of Ohio, and, by execution and delivery of this Amendment, the Company and the Parent each hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Company and the Parent each hereby further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Credit Party at its address for notices pursuant to Section 11.04 of the Term Loan Agreement, such service to become effective 30 days after such mailing or at such earlier time as may be provided under applicable law. Nothing herein shall affect the right of the Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

(b)The Company and the Parent each hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Amendment or any other Loan Document brought in the courts referred to in Section 14(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c)EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING THERETO), OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

(Signature pages follow.)

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

ABERCROMBIE & FITCH MANAGEMENT CO.

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President & Treasurer

ABERCROMBIE & FITCH CO.

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President—Tax, Treasury and
Risk Management & Treasurer

Address: 155 East Broad Street                 Columbus, Ohio 43215	PNC BANK, NATIONAL ASSOCIATION, as Agent and a Lender
	By: /s/ Thomas E. Redmond
	Name: Thomas E. Redmond
	Title: Senior Vice President

Address: 10 South Dearborn                 Chicago, IL 60603	JPMORGAN CHASE BANK, N.A., as Syndication Agent and as a Lender
	By: /s/ Brendan Korb
	Name: Brendan Korb
	Title: Vice President

Address: 38 Fountain Square Plaza                Cincinnati, Ohio 45263	FIFTH THIRD BANK
	By: /s/ Michael J. Schaltz, Jr.
	Name: Michael J. Schaltz, Jr.
	Title: Vice President

Address: 525 William Penn Place                PW-2625               Pittsburgh, PA 15219	CITIZENS BANK OF PENNSYLVANIA
	By: /s/ Carl S. Tabacjar, Jr.
	Name: Carl S. Tabacjar, Jr.
	Title: Vice President

Address: 452 Fifth Avenue                New York, NY 10075	HSBC BANK USA, N.A.
	By: /s/ Alan Z. Zinser
	Name: Alan Z. Zinser
	Title: Senior Vice President

Address: 41 S. High Street                Columbus, OH 43215	THE HUNTINGTON NATIONAL BANK
	By: /s/ Amanda M. Sigg
	Name: Amanda M. Sigg
	Title: Vice President

Address: 277 Park Avenue New York, NY 10172	SUMITOMO MITSUI BANKING CORPORATION
	By: /s/ David W. Kee
	Name: David W. Kee
	Title: Managing Director

Address: 111 SW 5th Ave, Suite 400                Portland, OR 97204	U.S. BANK NATIONAL ASSOCIATION
	By: /s/ Mark D. Rodgers
	Name: Mark D. Rodgers
	Title: Vice President

GUARANTOR ACKNOWLEDGMENT AND AMENDMENT TO CREDIT PARTY GUARANTY

Each of the undersigned (collectively, the “Guarantors” and, individually, “Guarantor”) consents and agrees to and acknowledges the terms of the foregoing Amendment No. 2 to Term Loan Agreement, dated as of November 4, 2013 (the “Amendment”). Each Guarantor specifically acknowledges the terms of and consents to the amendments set forth in the Amendment. Each Guarantor further agrees that its obligations pursuant to the Credit Party Guaranty shall remain in full force and effect and be unaffected hereby; provided, however, each Guarantor agrees that the definition of “Designated Hedge Document Obligations” provided for therein is hereby amended to read as follows:

“Designated Hedge Document Obligations” means all amounts, indemnities and reimbursement obligations, direct or indirect, contingent or absolute, of every type or description, and at any time existing owing by any Designated Hedge Obligor to any Designated Hedge Creditor pursuant to any of the Designated Hedge Documents (including, but not limited to, interest and fees that accrue after the commencement by or against any Designated Hedge Obligor of any insolvency proceeding under Section 362(a) of the Bankruptcy Code, regardless of whether such interest and fees are allowed claims in such proceeding), provided, however, that Designated Hedge Document Obligations of any Designated Hedge Obligor to any Designated Hedge Creditor shall not include any Excluded Swap Obligations of such Designated Hedge Obligor.

EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTOR ACKNOWLEDGMENT AND AGREEMENT OR THE AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

(Signature page follows.)

IN WITNESS WHEREOF, this Guarantor Acknowledgment and Agreement has been duly executed and delivered as of the date of the Amendment.

ABERCROMBIE & FITCH CO.

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President—Tax, Treasury and
Risk Management & Treasurer

ABERCROMBIE & FITCH HOLDING CORPORATION
A&F TRADEMARK, INC.
ABERCROMBIE & FITCH DISTRIBUTION COMPANY
J.M.H. TRADEMARK, INC.
J.M. HOLLISTER, LLC
ABERCROMBIE & FITCH TRADING CO.
ABERCROMBIE & FITCH STORES, INC.
FAN COMPANY, LLC
HOLLISTER CO.
ABERCROMBIE & FITCH INTERNATIONAL, INC.
GILLY HICKS, LLC
DFZ, LLC
A&F CANADA HOLDING CO.
CANOE, LLC
CROMBIE, LLC
RUEHL NO. 925, LLC
AFH PUERTO RICO LLC
NSOP, LLC

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President & Treasurer

ABERCROMBIE & FITCH PROCUREMENT SERVICES, LLC

By: Abercrombie & Fitch Trading Co., its Sole Member

By: /s/ Everett Gallagher

Name: Everett Gallagher

Title: Senior Vice President & Treasurer

            Abercrombie & Fitch Trading Co.

IN WITNESS WHEREOF, this Guarantor Acknowledgment and Agreement has been duly executed and delivered as of the date of the Amendment

PNC BANK, NATIONAL ASSOCIATION,

as Agent and a Lender

By:/s/ Thomas E. Redmond

Name: Thomas E. Redmond

Title: Senior Vice President

EX-99.1

ABERCROMBIE & FITCH PROVIDES BUSINESS UPDATE

ANNOUNCES RESTRUCTURING PLAN FOR GILLY HICKS BRAND

AMENDS CREDIT AGREEMENTS

New Albany, Ohio, November 5, 2013: Abercrombie & Fitch Co. (NYSE: ANF) today reported on the Company's performance for the quarter ended November 2, 2013 and provided an updated full year outlook.

Net sales for the thirteen weeks ended November 2, 2013 decreased 12% to $1.033 billion from $1.170 billion for the thirteen weeks ended October 27, 2012.

Total comparable sales for the quarter, including direct-to-consumer sales, decreased 14% with comparable U.S. sales decreasing 14% and comparable international sales decreasing 15%. Total direct-to-consumer comparable sales increased 11% for the quarter. Third quarter comparable sales are compared to the thirteen-week period ended November 3, 2012.

For the third quarter, the Company expects to incur pre-tax charges in the aggregate of approximately $90 million - $100 million related to its restructuring plans for the Gilly Hicks brand (as discussed below), non-cash impairment charges related to other stores, and charges related to the Company's profit improvement initiative. Excluding these charges, the Company expects to report adjusted non-GAAP earnings per diluted share at the higher end of prior non-GAAP guidance of $0.40 to $0.45. This expectation now reflects lower sales and gross margin rate than anticipated offset by expense and other favorabilities. Pending finalization of the material charges mentioned above, the comparable U.S. GAAP earnings per share figure is not available at this time, but will be available when earnings are released on November 21, 2013.

Based on a projected low double digit decrease in comparable sales for the fourth quarter, the Company expects full year adjusted non-GAAP earnings per diluted share to be in the range of $1.40 to $1.50. This projection also assumes significant gross margin rate erosion in the fourth quarter as the Company clears through excess inventory.

The guidance for the full year does not include charges related to the Company's restructuring plans for the Gilly Hicks brand, other impairment and store closure charges, charges related to the implementation of the Company's profit improvement initiative, or the effect of any additional share repurchases.

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

"Our results for the third quarter reflect continued top-line challenges, with overall spending among younger consumers remaining weak. Until we have seen a clear trend improvement, we are continuing to take a cautious approach into the fourth quarter and are working to end the year with appropriate levels of fall carryover inventory.

During the quarter, we completed our long-term strategic review, and believe that we now have a clear roadmap for sustainable growth in sales, profitability and return on invested capital. We look forward to sharing the results of our review in our analyst meeting."

The Company will host an analyst meeting to discuss the results of its long-term strategic review on Wednesday, November 6, 2013. A live webcast of the analyst meeting will also be accessible under the "Investors" section of the Company's website at www.abercrombie.com at 8:30 AM, Eastern Time.

Gilly Hicks Update

The Company also announced that it plans to close all of its stand-alone Gilly Hicks stores. The Company expects to substantially complete the closures by the end of the first quarter of Fiscal 2014. Store closures in Europe are subject to applicable notice and consultation provisions. The Company will continue to offer Gilly Hicks branded intimate apparel through its Hollister stores and direct-to-consumer business.

Mike Jeffries said:

"In connection with our long-term strategic review, we have decided to focus the future development of the Gilly Hicks brand through Hollister stores and direct-to-consumer channels. This decision reflects the successful pilot of selling Gilly Hicks branded intimates in Hollister stores. As a result, we have made the determination to close our stand-alone Gilly Hicks stores. We believe it is critical to focus our efforts and resources where we have the greatest opportunities to drive profitable growth for our brands."

The Company estimates that it will incur pre-tax charges of approximately $90 million, including approximately $40 million of non-cash impairment charges and approximately $50 million of lease-related, severance and other charges. The Company expects the charges to be substantially recognized in the third and fourth quarters of Fiscal 2013 and the first quarter of Fiscal 2014. The Company also estimates that the net cash outflow associated with the Gilly Hicks store closures, prior to any associated tax benefits, will be approximately $55 million. These estimates are based on a number of significant assumptions and could change materially.

Excluding the above-referenced charges, the Company anticipates that its Gilly Hicks operations will incur a pre-tax loss of approximately $30 million in Fiscal 2013. As a result of the store closures and reductions in overhead expenses, the Company expects the brand to operate on approximately a break-even basis in Fiscal 2014.

Amended Credit and Term Loan Agreements

In conjunction with the decision to close Gilly Hicks stores, the Company amended its existing Credit and Term Loan Agreements effective November 4, 2013. The amendments allow the Company to exclude from its calculation of the minimum coverage and maximum leverage ratios up to $60 million of cash charges associated with the Gilly Hicks restructuring. In addition, the required minimum coverage ratio will be temporarily reduced through the second quarter of the 2015 Fiscal year. Additional details pertaining to the amendments will be included in a Current Report on Form 8-K expected to be filed by the Company with the Securities and Exchange Commission on November 7, 2013.

The Company will release its third quarter results on Thursday, November 21, 2013, prior to the opening of the market and hold a conference call at 8:30 AM Eastern Time. To listen to the conference call, dial (877) 852-6583 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (719) 325-4933.

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 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; our inability to implement our profit improvement plan across all work-streams could have a negative impact on our financial results; and our estimates of the expenses that we may incur in connection with the closures of the Gilly Hicks stores could prove to be inaccurate.

EX-99.2

Investor Presentation 2011 Fourth Quarter ANALYST MEETING NOVEMBER 6, 2013

BUSINESS UPDATE OPENING REMARKS AGENDA 1 KEY STRATEGIES Q&A

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 SAFE HARBOR 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. 2

BUSINESS UPDATE OPENING REMARKS AGENDA 3 KEY STRATEGIES Q&A

Net sales of $1.033 billion, down 12% Comparable sales down 14%(1) − U.S. down 14% − International down 15% − DTC up 11% BUSINESS UPDATE - 2013 THIRD QUARTER (1) Comparable sales, including direct-to-consumer, are compared to the thirteen week period ended November 3, 2012 (2) Excludes charges related to the restructuring plans for the Gilly Hicks brand, non-cash impairment charges related to other stores, and charges related to the profit improvement initiative. Expect inventory up ~20% Diluted EPS at the higher end of prior guidance of $0.40 to $0.45, excluding charges(2) 4

Expect diluted EPS of $1.40 to $1.50, excluding charges(1) Comparable sales down low double digits in the fourth quarter BUSINESS UPDATE - 2013 FULL YEAR (1) Excludes charges related to the restructuring plans for the Gilly Hicks brand, other impairment and store closure charges, charges related to the profit improvement initiative. Significant gross margin rate erosion in the fourth quarter Expect year-end inventory up versus low levels last year 5

Close all stand-alone stores Continue to offer intimates in Hollister stores and online Expect pre-tax charges of ~$90M − Asset impairment ~$40M − Lease-related & other charges ~$50M BUSINESS UPDATE - GILLY HICKS RESTRUCTURING Expect pre-tax cash outflow of ~$55M, primarily lease related Anticipate pre-tax operating loss of ~$30M in fiscal 2013, excluding charges; projected break-even in fiscal 2014 6

Effective November 4, 2013 Allows for the exclusion from debt covenant ratios of up to $60 million of cash charges related to Gilly Hicks BUSINESS UPDATE - AMENDED CREDIT AGREEMENTS restructuring Temporarily reduces coverage ratio through 2Q 2015 7

BUSINESS UPDATE OPENING REMARKS AGENDA 8 KEY STRATEGIES Q&A

OPENING REMARKS MIKE JEFFRIES, CHAIRMAN & CEO JONATHAN RAMSDEN, EVP & CFO 9

$3.7B $2.9B $4.5B $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 OPENING REMARKS - SALES HISTORY 1996-2007 CAGR +24% 2009-2012 CAGR +15% $0.3B $- $500,000 $1,000,000 $1,500,000 $2,000,000 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 *Excludes Ruehl 10

OPENING REMARKS - INTERNATIONAL APPEAL 11

LEVERAGE THE INTERNATIONAL APPEAL OF OUR ICONIC BRANDS TO BUILD A HIGHLY OPENING REMARKS - STRATEGIC OBJECTIVE 12 PROFITABLE, SUSTAINABLE, GLOBAL BUSINESS

ICONIC BRANDS WITH GLOBAL APPEAL AND A OPENING REMARKS - STRENGTHS CLEARLY DEFINED AESTHETIC 13

HOLLISTER YOKOHAMA OPENING 14

HOLLISTER SANLITUN VILLAGE OPENING 15

HIGH QUALITY MERCHANDISE AND OPENING REMARKS - STRENGTHS STORE ENVIRONMENT 16

HIGHLY CONSISTENT STORE EXECUTION OPENING REMARKS - STRENGTHS 17

TOP TALENT AND OPENING REMARKS - STRENGTHS CAN-DO CULTURE 18

LARGE, FAST GROWING, HIGHLY PROFITABLE $0.7B $400,000 $500,000 $600,000 $700,000 CAGR +34% DTC SALES OPENING REMARKS - STRENGTHS DIRECT TO CONSUMER BUSINESS $0.3B $- $100,000 $200,000 $300,000 2008 2009 2010 2011 2012 19

Over $700M in sales Industry-leading margins 46 websites Ship-to countries: 120+ 7 currencies, 9 languages, 16 payment types OPENING REMARKS - DTC STRENGTHS 20 Global mobile capabilities European fulfillment New state-of-the-art order management system

SIGNIFICANT INTERNATIONAL PENETRATION, AND $1.4B $800,000 $1,000,000 $1,200,000 $1,400,000 CAGR +58% INTERNATIONAL SALES OPENING REMARKS - STRENGTHS INFRASTRUCTURE TO EXPAND $0.2B $- $200,000 $400,000 $600,000 2008 2009 2010 2011 2012 21 Percent of sales 12%7% 19% 25% 32%

$1.4B in sales 151 stores in 19 countries In Europe: − Sales over $1B OPENING REMARKS - INTERNATIONAL PRESENCE 22 − 4-wall margins remain close to 30% − Hollister productivity 30% higher than mall on average − European DTC +30% YTD

STRONG OPERATING CASH FLOW $450 $500 $550 $600 $650 $700 OPERATING CASH FLOW ($ M) OPENING REMARKS - STRENGTHS $200 $250 $300 $350 $400 2008 2009 2010 2011 2012 23

OPENING REMARKS STRATEGY OPERATIONAL EXCELLENCE RIGHT ORGANIZATION 24 RAPID TEST-AND-REACT APPROACH

OPERATING MARGIN DISCIPLINED CAPITAL SIGNIFICANT ROIC FINANCIAL REVIEW - OUR FOCUS EXPANSION ALLOCATION IMPROVEMENT 25

OPENING REMARKS MIKE JEFFRIES, CHAIRMAN & CEO JONATHAN RAMSDEN, EVP & CFO 26

19.4% 17.7% 20.9% 21.3% 21.1% 14.5%15.0% 20.0% 25.0% FINANCIAL REVIEW - OPERATING MARGIN HISTORY 5.2% 8.4% 8.3% 8.5% 0.0% 5.0% 10.0% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 * Excludes Ruehl and other charges (see appendix for reconciliation from GAAP to non-GAAP measures); 2010 forward reported under the Cost Method of accounting of inventory 27

FINANCIAL REVIEW - 4-WALL MARGINS: 2012 16.8% 31.8% 38.5% 20.0% 30.0% 40.0% 28 0.0% 10.0% U.S STORES INTERNATIONAL STORES DTC

FINANCIAL REVIEW - ROIC HISTORY (GAAP BASIS) 26% 28% 40% 35% 31% 20% 25% 30% 35% 40% 45% 29 * 2010 forward reported under the Cost Method of accounting for inventory 16% 0% 8% 7% 13% 0% 5% 10% 15% 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

INCREASING DTC PENETRATION PROFITABLE INTERNATIONAL GROWTH FINANCIAL REVIEW - OPERATING MARGIN DRIVERS EXPANDING OPERATING MARGIN 30 RECOVERING PRODUCTIVITY & AUR IN U.S. STORES REDUCING EXPENSES

RECOVERING PRODUCTIVITY AND AUR PROFITABLE INTERNATIONAL GROWTH INCREASING DTC PENETRATION REDUCING EXPENSES BRAND / MARKETING DTC / OMNICHANNEL ASSORTMENT FINANCIAL REVIEW - IMPACT OF STRATEGIES 31 INVENTORY PLANNING & OPTIMIZATION SOURCING REAL ESTATE PROCESS IMPROVEMENT

ALLOCATE AVAILABLE CAPITAL TO THOSE INVESTMENTS EXPECTED TO FINANCIAL REVIEW - CAPITAL ALLOCATION PHILOSOPHY 32 GENERATE THE GREATEST RISK- ADJUSTED RETURNS

MINIMUM 30% ROI HURDLE PRIORITIZING DTC AND IT INVESTMENTS SHORT-TERM FINANCIAL REVIEW - DISCIPLINED CAPITAL ALLOCATION 33 MAINTAIN CAPEX AT ~$200M PER YEAR RETURNING CASH TO SHAREHOLDERS DISCIPLINED CAPITAL ALLOCATION

SHARE REPURCHASES $634M OTHER CAPEX $237M FINANCIAL REVIEW - CAPITAL ALLOCATION (LAST 10 QUARTERS) Other Capex includes maintenance CapEx, IT, DTC, and DC Investments SHARE REPURCHASES 34 DIVIDENDS $150M NEW STORES $503M

OPERATING MARGIN DISCIPLINED CAPITAL SIGNIFICANT ROIC FINANCIAL REVIEW - OUR FOCUS EXPANSION ALLOCATION IMPROVEMENT 35

BUSINESS UPDATE OPENING REMARKS AGENDA 36 KEY STRATEGIES Q&A

GOALS “SWOT” DEEP DIVE INSIGHTS STRATEGIC PLAN PROCESS KEY STRATEGIES - PROCESS OVERVIEW TIMELINE: March-September DEDICATED TEAM OF 5 PEOPLE APPROXIMATELY 100 ASSOCIATES INVOLVED 37 COMPANY PEFORMANCE COMPETITIVE LANDSCAPE CONSUMER EVOLUTION CATEGORY & MARKET DYNAMICS CHANNEL EVOLUTION COUNTRY PRIORITIZATION KEY FOCUS AREAS ACROSS DEPARTMENTS

KEY STRATEGIES BRAND / MARKETING DIRECT-TO-CONSUMER ASSORTMENT SOURCING 38 INVENTORY PLANNING & OPTIMIZATION REAL ESTATE PROCESS IMPROVEMENT

BRAND / MARKETING STRATEGIES - CUSTOMER EVOLUTION 39

BRAND / MARKETING STRATEGIES - BRANDING 40

PRIMARY CUSTOMER RESEARCH: customer preferences MARKET DATA: market and competitive dynamics BRAND / MARKETING STRATEGIES - DATA-DRIVEN APPROACH 41 OTHER TESTING TOOLS: quickly test and react

GLOBAL: U.S., Canada, UK, Germany, China, Japan, Hong Kong, South Korea LARGE SAMPLE SIZE: 20,000+ BRANDS: A&F, Hollister, key competitors by country BRAND / MARKETING STRATEGIES - QUANTITATIVE RESEARCH 42 SEVERAL KEY MEASUREMENT AREAS: − Marketing funnel − Brand and category perceptions − Drivers of consideration and use − Impact of various consumer touchpoints − Shopping behaviors

INNOVATIVE INTERFACE: maximize quality of results SEVERAL KEY FOCUS AREAS: − Newness and fashion − Price and value − Store experience − Fit and sizing BRAND / MARKETING STRATEGIES - QUALITATIVE RESEARCH 43 − Various brand personalities RESULTS DUE EARLY 2014 ONGOING APPROACH: remain connected to our customer

NATIONAL MARKETING TESTS: for Hollister, Q4 2013 NEW NATIONAL MARKETING CAMPAIGNS: for both A&F and Hollister, summer, 2014 BRAND / MARKETING STRATEGIES - NEW CONTENT STRATEGIES 44 CONTENT FOCUS: video and user- generated content

BRAND / MARKETING STRATEGIES - ENGAGING NEW STOREFRONT 45

DATABASE SIZE: 25M, up from 4M in 2010 VIEW OF CUSTOMER: single, cross-channel view, consolidated across 80+ datapoints BRAND / MARKETING STRATEGIES - CRM CURRENT STATUS 46 CLUB MEMBERS: 5M, top 10% purchasing 8x/year ID RATE: 20% of transactions

ID RATE: increase to > 50% of transactions CLUB PROGRAMS: re-launch, including introduction of rewards RELEVANCE: increase segmentation and BRAND / MARKETING STRATEGIES - CRM PRIORITIES 47 personalization of marketing messages PHYSICAL + DIGITAL: improve in-store experience by connecting physical and digital via mobile

KEY STRATEGIES BRAND / MARKETING DIRECT-TO-CONSUMER ASSORTMENT SOURCING 48 INVENTORY PLANNING & OPTIMIZATION REAL ESTATE PROCESS IMPROVEMENT

ELEVATE OUR SITES: “brand senses” for e-commerce DELIVER RICH EXPERIENCES: combine editorial and user-generated content with context-aware, emerging technologies DTC STRATEGIES - UPGRADED DIGITAL EXPERIENCE 49 IMPROVE FUNCTIONAL CAPABILITIES: navigational tools, searching / filtering, etc. RE-LAUNCH HOLLISTER IN FALL, 2014; A&F WILL RE-LAUNCH IN SPRING, 2015

EXISTING SOURCING CHANNELS VENDOR-DESIGNED SKUs DTC STRATEGIES - ASSORTMENT BREADTH AND DEPTH 50 3rd-PARTY SKUs 2013 20152014 DTC SKU COUNT

DTC STRATEGIES - SERVICE EXCELLENCE 2-3 DAY SHIPPING TIMES IS THE “NEW NORMAL” SHIPPING TIMES DRIVEN BY E- 51 COMMERCE PURE-PLAYS IMPROVED CUSTOMER SUPPORT

DTC STRATEGIES - FURTHER ENHANCED INTERNATIONAL CAPABILITIES RUSSIA JAPAN SOUTH KOREA CHINA 52 Planned localization BRAZIL AUSTRALIA

ORDER-IN-STORE: pilot this month; chain roll-out late 2014, pending pilot results SHIP-FROM-STORE: under review DTC STRATEGIES - OMNICHANNEL 53 EXISTING CAPABILITIES: − Find-in-store − Return online orders in-store − Mobile scan-and-buy (Hollister)

KEY STRATEGIES BRAND / MARKETING DIRECT-TO-CONSUMER ASSORTMENT SOURCING 54 INVENTORY PLANNING & OPTIMIZATION REAL ESTATE PROCESS IMPROVEMENT

MARKET SHARE AUR AUC REDLINE MIX SPEED-TO-MARKET STORE OPERATING EXPENSES TEST-AND-REACT FABRIC PLATFORMING CHASE CORE ASSORTMENT PRIVATE-LABEL AND VENDOR- DESIGNED SKUs ASSORTMENT, SOURCING, INVENTORY PLANNING & OPTIMIZATION STRATEGIES 55 ADJACENT CATEGORIES SKU-COUNT OPTIMIZATION REDUCE FLOORSETS INVENTORY ACCURACY AND VISIBILITY PRESENTATION STANDARDS AND MARKDOWN CRITERIA

NEW TEST-AND-REACT CALENDARS: test nearly 100% of our assortment FABRIC PLATFORMING: improve speed and efficiency ASSORTMENT STRATEGIES - SPEED AND ACCURACY 56 VENDOR-DESIGNED AND PRIVATE LABEL PRODUCT: supplement assortment quickly

INCREASE STYLE DIFFERENTIATION INCREASE FASHION RELEVANCY ACROSS THE ASSORTMENT ASSORTMENT STRATEGIES - INCREASE FASHION RELEVANCE 57 EVOLVE OUR LOGO BUSINESS MINIMALLY AND NON-MARKETED STYLES

DTC-EXCLUSIVE: expanded styles EXISTING STYLES: expanded sizes, ASSORTMENT STRATEGIES - INCREASED DTC SKU BREADTH 58 washes, colors, and fits

EXPANDED DTC ASSORTMENT 3RD PARTY COLLABORATIONS ASSORTMENT STRATEGIES - ADJACENT CATEGORIES 59 ACCESSORIES

KEY STRATEGIES BRAND / MARKETING DIRECT-TO-CONSUMER ASSORTMENT SOURCING 60 INVENTORY PLANNING & OPTIMIZATION REAL ESTATE PROCESS IMPROVEMENT

VENDOR-DESIGNED PRODUCT: supplement assortment quickly FABRIC PLATFORMING: improve speed SOURCING STRATEGIES - STRATEGIC ALLIANCES 61 and efficiency ADVANCED FACTORY RESERVATIONS

KEY STRATEGIES BRAND / MARKETING DIRECT-TO-CONSUMER ASSORTMENT SOURCING 62 INVENTORY PLANNING & OPTIMIZATION REAL ESTATE PROCESS IMPROVEMENT

SKU-COUNT: longer-term view to planning/assorting line REDUCE FLOORSETS AND/OR FLOORSET UPDATES IMPROVE INVENTORY VISIBILITY AND INVENTORY PLANNING & OPTIMIZATION STRATEGIES 63 ACCURACY EVOLVE PRESENTATION STANDARDS AND MARKDOWN STRATEGIES INCREASE INVENTORY TURNS

MARKET SHARE AUR AUC REDLINE MIX SPEED-TO-MARKET STORE OPERATING EXPENSES TEST-AND-REACT FABRIC PLATFORMING CHASE CORE ASSORTMENT PRIVATE-LABEL AND VENDOR- DESIGNED SKUs ASSORTMENT, SOURCING, INVENTORY PLANNING & OPTIMIZATION STRATEGIES 64 ADJACENT CATEGORIES SKU-COUNT OPTIMIZATION REDUCE FLOORSETS INVENTORY ACCURACY AND VISIBILITY PRESENTATION STANDARDS AND MARKDOWN CRITERIA

KEY STRATEGIES BRAND / MARKETING DIRECT-TO-CONSUMER ASSORTMENT SOURCING 65 INVENTORY PLANNING & OPTIMIZATION REAL ESTATE PROCESS IMPROVEMENT

CLOSE UNDERPERFORMING STORES SELECTIVELY OPEN FULL-PRICE STORES, USING A NEW FORMAT REAL ESTATE STRATEGIES - OPTIMIZE DOMESTIC PRODUCTIVITY 66 INCREASE OUTLET PENETRATION

843 -171 891 961 1,014 REAL ESTATE STRATEGIES - DOMESTIC STORE COUNT 2012201120102009 67 Note: full-priced stores only; excludes Gilly Hicks and Ruehl

ELEVATED DESIGN: includes select, cost-engineered flagship elements CAPEX: significantly reduced REAL ESTATE STRATEGIES - NEW FORMATS 68 per store SELLING SQUARE FOOTAGE: higher ratio

FOCUS ON CHINA AND JAPAN EUROPE: limited full-priced store-count growth REAL ESTATE STRATEGIES - PRIORITIZED INTERNATIONAL EXPANSION 69 MIDDLE EAST: entry in 2013 FRANCHISING: use in large, complex markets

2013 − Comping +40% through Q3 − 7 stores by the end of 2013 2014 − 11-13 stores by end of year REAL ESTATE STRATEGIES - CHINA 70 − A&F Shanghai flagship opening Q1 − First mall-based A&F store LONG-TERM POTENTIAL: 100+ stores

2013 − Yokohama: 3x plan − 2nd store in December 2014: 3-5 store openings REAL ESTATE STRATEGIES - HOLLISTER JAPAN 71 LONG-TERM POTENTIAL: TBD

MEXICO RUSSIA BRAZIL REAL ESTATE STRATEGIES - FRANCHISING OPPORTUNITIES POTENTIAL: >20 stores POTENTIAL: >10 stores POTENTIAL: >20 stores Note: Store count with full roll-out 72

KEY STRATEGIES BRAND / MARKETING DIRECT-TO-CONSUMER ASSORTMENT SOURCING 73 INVENTORY PLANNING & OPTIMIZATION REAL ESTATE PROCESS IMPROVEMENT

Opportunity Areas FY 2013 FY 2014 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Wave 2 Implementation Wave 2 Implementation Store Marketing Supply Chain Non- Merchandise PROCESS & PROFIT IMPROVEMENT - CALENDAR AND PROCESS Wave 1 Implementation Wave 1 Impementation Wave 1 ImplementationDiagnostic Diagnostic Diagnostic Implementation Rollout to Fleet 74 TODAY Real Estate & Construction Home Office Operations Implementation PilotsImplementationDiagnostic Diagnostic Diagnostic Merchandise Planning & Allocation Rollout to FleetPilotsDiagnostic

Store Pilot Studies FY 2013 FY 2014 2Q 3Q 4Q 1Q 2Q 3Q 4Q Presentation Standards Customize standards Modify merchandise presentations Reduce coverage Reduce forms International Roll-Out U.S. Roll-Out Plan Roll-OutExecutePlan PROCESS & PROFIT IMPROVEMENT - STORE PILOT CALENDAR Perfect Assortment Product assortment Product re-positioning Floorsets/Updates Global Roll-OutPlanRoll-OutExecutePlan 75 TODAY

Annualized net savings >$100M Potential upside tied to store pilot studies Portion of savings above $100M will fund PROCESS & PROFIT IMPROVEMENT - HIGHLIGHTS marketing efforts tied to our strategy Institute continuous process improvement and cost management 76

BUSINESS UPDATE OPENING REMARKS AGENDA 77 KEY STRATEGIES Q&A

Stabilize comp store sales Implement process changes and cost reductions Disproportionately direct CapEx to DTC and IT SHORT-TERM OBJECTIVES - NEXT 12-18 MONTHS 78 Ensure the right organization to deliver against our goals Ensure clear measurement and accountability

INCREASING DTC PENETRATION 25%+ OF SALES PROFITABLE INTERNATIONAL GROWTH ~50% PENETRATION 30% 4-WALL MARGIN MID- TO LONG-TERM OBJECTIVES 79 RECOVERING PRODUCTIVITY & AUR IN U.S. STORES MSD COMP SALES GROWTH MSD AUR INCREASE REDUCING EXPENSES INCREASE SAVINGS BEYOND $100MEXPANDING OPERATING MARGIN

INCREASING DTC PENETRATION 100-200 BPS PROFITABLE INTERNATIONAL GROWTH 200-300 BPS MID- TO LONG-TERM OBJECTIVES 80 RECOVERING PRODUCTIVITY & AUR IN U.S. STORES 300-500 BPS REDUCING EXPENSES 250-TBD BPSEXPANDING OPERATING MARGIN

STRATEGIC OBJECTIVE LEVERAGE THE INTERNATIONAL APPEAL OF OUR ICONIC BRANDS TO BUILD A HIGHLY 81 PROFITABLE, SUSTAINABLE, GLOBAL BUSINESS

BUSINESS UPDATE OPENING REMARKS AGENDA 82 KEY STRATEGIES Q&A

Investor Presentation 2011 Fourth Quarter ANALYST MEETING NOVEMBER 6, 2013

2008 2009 2010 2011 2012 OPERATING MARGIN - GAAP 14.3% 4.0% 6.8% 5.3% 8.3% Asset impairment charges 0.2% 1.2% 1.5% 1.6% 0.2% Store closure and lease exit charges 0.1% 0.5% Asset write-downs 0.4% Legals charges 0.2% FULL YEAR OPERATING MARGIN RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (1) APPENDIX - OPERATING MARGIN RECONCILIATION 84 ARS charges 0.3% OPERATING MARGIN - NON-GAAP 14.5% 5.2% 8.4% 8.3% 8.5% (1) Non-GAAP financial measures should not be used as alternatives to net income per diluted share and are also not intended to supersede or replace the Company's GAAP financial measures. The Company believes it is useful to investors to provide the non-GAAP financial measures to assess the Company's performance.