Abercrombie & Fitch Co. 11-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 333-60203
     A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Abercrombie & Fitch Co.
Savings and Retirement Plan
     B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Abercrombie & Fitch Co.
6301 Fitch Path
New Albany, Ohio 43054
Index to Exhibit on page 14
 
 

 


 

REQUIRED INFORMATION
The following financial statements and supplemental schedule for the Abercrombie & Fitch Co. Savings and Retirement Plan are being filed herewith:
         
Description
  Page No.
 
       
Audited Financial Statements:
       
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
Supplemental Schedule:
       
 
       
    12  
 
       
The following exhibit is being filed herewith:
       
 
       
Exhibit No. 23.01
       
 
       
    15  
 EX-23.01

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Abercrombie & Fitch Co. and the
Benefit Plans Committee of the Abercrombie & Fitch Co.
Savings and Retirement Plan:
     We have audited the accompanying statements of net assets available for benefits of the Abercrombie & Fitch Co. Savings and Retirement Plan (the “Plan”) as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
     We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
     Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2007 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Ary Roepcke Mulchaey, P.C.
Columbus, Ohio
June 26, 2008

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Abercrombie & Fitch Co. Savings and Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
                 
    2007     2006  
ASSETS:
               
Investments, at fair value
  $ 80,343,601     $ 60,855,156  
Cash
    55,581       57,183  
Receivable for contributions:
               
Employer
    8,764,510       7,292,227  
Participants
    244,356       145,872  
 
           
Total receivable for contributions
    9,008,866       7,438,099  
 
               
Accrued earnings
    230       245  
 
           
NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE
    89,408,278       68,350,683  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    145,054       102,505  
 
           
NET ASSETS AVAILABLE FOR BENEFITS
  $ 89,553,332     $ 68,453,188  
 
           
The accompanying notes are an integral part of these financial statements.

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Abercrombie & Fitch Co. Savings and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2007 and 2006
                 
    2007     2006  
ADDITIONS:
               
Investment income:
               
Net appreciation in fair value of investments
  $ 948,618     $ 2,211,482  
Mutual funds’ earnings
    4,907,156       2,927,146  
Common collective trust’s earnings
    565,919       377,988  
Interest
    73,437       58,799  
Dividends
    12,610       14,749  
 
           
Total investment income
    6,507,740       5,590,164  
Contributions:
               
Employer
    12,772,699       10,092,476  
Participants
    7,867,101       5,738,397  
Rollovers
    697,067       1,078,862  
 
           
Total contributions
    21,336,867       16,909,735  
 
           
Total additions
    27,844,607       22,499,899  
 
               
DEDUCTIONS:
               
Distributions to participants
    6,691,167       3,550,337  
Administrative expenses
    53,296       11,931  
 
           
Total deductions
    6,744,463       3,562,268  
 
           
Net increase
    21,100,144       18,937,631  
Net assets available for benefits:
               
Beginning of year
    68,453,188       49,515,557  
 
           
End of year
  $ 89,553,332     $ 68,453,188  
 
           
The accompanying notes are an integral part of these financial statements.

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Abercrombie & Fitch Co. Savings and Retirement Plan
Notes to Financial Statements
For the Years Ended December 31, 2007 and 2006
(1)   Description of the plan
 
    General
 
    The Abercrombie & Fitch Co. Savings and Retirement Plan (the “Plan”), originally effective July 1, 1998, and amended and restated in its entirety effective October 1, 2007, is a defined contribution plan covering certain employees of Abercrombie & Fitch Co. (the “Employer”). Employees are eligible to participate in the Plan if they are at least 21 years of age and have completed a year of employment with 1,000 or more hours of service.
 
    Effective October 1, 2007, the Fidelity Freedom 2045 Fund and Fidelity Freedom 2050 were added as investment options.
 
    Effective March 1, 2005, the Abercrombie & Fitch Company Stock Fund was frozen as an investment option under the Plan, including exchanges in, contributions, and loan repayments. Participant investment elections remaining at the start of the freeze period were invested in the Fidelity Managed Income Portfolio.
 
    Under the Plan, a $1,000 minimum account balance is required for terminated participants to retain their accounts in the Plan. The minimum account balance was $5,000 for terminated participant accounts from before March 28, 2005. As of October 1, 2007, the Plan was changed to allow terminated participants with account balances from $1,000 to $5,000 to be rolled into a Fidelity IRA account.
 
    The following description of the Plan provides only general information. Participants should refer to the Plan document and Summary Plan Description for a more complete description of the Plan’s provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
 
    Contributions
 
    Employer’s Contribution:
 
    The Employer may provide a discretionary, non-elective employer contribution on behalf of eligible active participants, who completed 1,000 hours of service during the Plan year and who were employed on the last day of the Plan year, in an amount equal to 5% of annual compensation up to the Social Security wage base and 8% of annual compensation thereafter.
 
    The annual amount of compensation of each participant that is eligible for consideration under the Plan is limited to the maximum amount permitted under Section 401(a)(17) of the Internal Revenue Code. The annual compensation limit for the Plan years ended December 31, 2007 and 2006 was $225,000 and $220,000, respectively.
 
    The Employer provides a matching contribution of 100% of the first 3% and 50% of the next 2% of the participant’s voluntary contributions.

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    Participant’s voluntary contributions:
 
    A participant may elect to make a voluntary tax-deferred contribution of 1% to 50% of his or her annual compensation up to the maximum permitted under Section 402(g) of the Internal Revenue Code adjusted annually ($15,500 for 2007). This voluntary tax-deferred contribution may be limited by Section 401(k) of the Internal Revenue Code.
 
    If a participant will be age 50 or older as of the end of a calendar year, they may elect to make “catch-up contributions” in that year. Catch-up contributions are deferral contributions in excess of the limits discussed above and any other limit prescribed by law. For 2007 and 2006, catch-up contributions could not exceed $5,000.
 
    Rollover contributions are assets transferred to the Plan by participants who receive distributions from other qualified plans. These contributions are not entitled to any employer matching contributions.
 
    Investment Options
 
    Participants direct the investment of both their own and the Employer’s contributions into various investment options offered by the Plan. The Plan currently offers twenty-three mutual funds and a common collective trust as investment options.
 
    Participant Accounts
 
    Each participant’s account is credited with the participant’s contributions and allocations of 1) the Employer’s contributions, 2) investment earnings, and 3) administrative expenses. Allocations are based on the participant’s contributions or account balances, as appropriate. A participant is entitled to the benefit that can be provided from the participant’s vested account.
 
    Vesting
 
    Participants are fully and immediately vested for voluntary contributions, rollover contributions and the Employer’s matching contributions made subsequent to January 1, 2003. A summary of vesting percentages in the Employer’s matching contributions made prior to January 1, 2003, and the Employer’s discretionary non-elective contributions are as follows:
         
Years of Vested Service   Percentage  
Less than one year
    0 %
One year, but less than two years
    20 %
Two years, but less than three years
    40 %
Three years, but less than four years
    60 %
Four years, but less than five years
    80 %
Five years or more
    100 %
    Payment of Benefits
 
    The full value of a participant’s account becomes payable upon retirement, disability or death. Upon termination of employment for any other reason, a participant’s account, to the extent vested, becomes payable. Those participants with vested account balances greater than $1,000 have the option of leaving their accounts invested in the Plan until age 65. All benefits will be paid as a lump-sum distribution. Those participants holding shares of the Employer’s common stock will have the option of receiving such amounts in whole shares of the Employer’s common stock and cash for any fractional shares. Participants have the option of having their benefit paid directly to an eligible retirement plan specified by the participant.
 
    A participant who is fully vested in his or her account and who has participated in the Plan for at least five years may obtain an in-service withdrawal from certain accounts based on the percentage amounts designated by the Plan. A participant may also request a hardship distribution from certain accounts due to an immediate and heavy financial need based on the terms of the Plan.

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    Participant Loans
 
    Participants are permitted to borrow from their account the lesser of $50,000 or 50% of the vested balance of their account, with a minimum loan amount of $1,000. All loans become due and payable in full upon a participant’s termination of employment with the employer. The borrowing constitutes a separate earmarked investment of the participant’s account. Interest on the borrowing is based on the customary rate for similar loans within the geographic area in which the Plan is administered.
 
    Amounts allocated to participants withdrawn from the plan
 
    The vested portion of net assets available for benefits allocated to participants withdrawn from the Plan was $576,595 and $86,276 as of December 31, 2007 and 2006, respectively.
 
    Forfeitures
 
    Forfeitures are used to reduce the Employer’s contributions. Forfeitures of $1,238,327 and $508,885 were used to reduce contributions for the years ended December 31, 2007 and 2006, respectively.
 
    Expenses
 
    Administrative expenses may be paid by the Plan unless the Employer elects to pay such expenses. Substantially all administrative expenses of the Plan for 2007 and 2006 were paid by the Employer except for loan administration fees, which are allocated to the borrowing participant’s account, distribution processing fees, as well as certain other investment fees.
 
    Brokerage fees, transfer taxes, and other expenses incurred in connection with the investment of the Plan’s assets will be added to the cost of such investments or deducted from the proceeds thereof, as the case may be.
 
(2)   Summary of accounting policies
 
    Basis of presentation
 
    The accompanying financial statements have been prepared on the accrual basis of accounting, including investment valuation and income recognition.
 
    Estimates
 
    The Plan prepares its financial statements in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.

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    New Accounting Pronouncements
 
    In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities and only applies when other standards require or permit the fair value measurement of assets and liabilities. SFAS No. 157 does not expand the use of fair value measurement. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Consequently, SFAS No. 157 became applicable for the Plan beginning January 1, 2008. The Employer does not believe the adoption of SFAS No. 157 will have a material impact on the Plan’s financial statements.
 
    Risks
 
    The Plan provides for the various investment options as described in Note 1. Any investment is exposed to various risks, such as interest rate, market and credit risk. These risks could result in a material effect on participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.
 
    Investment valuation and income recognition
 
    The Plan follows FASB Staff Position (“FSP”) No. AAG INV-1 and Statement of Position No. 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans.” This FSP requires the Statement of Net Assets Available for Benefits present the fair value of the Plan’s investments as well as the adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts. Contract value represents contributions plus earnings, less participant withdrawals and administrative expenses.
 
    Mutual funds are stated at fair value as determined by quoted market price, which represents the net asset value of shares held by the Plan at year end. Common stocks are valued as determined by quoted market price. The common collective trust’s fair value has been determined by the trustee sponsoring the common collective trust by dividing the trust’s net asset at fair value by its units outstanding at the valuation dates.
 
    Participant loans are valued based on remaining unpaid principal balance plus any accrued but unpaid interest, which approximates fair value.
 
    Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
    Net appreciation in fair value of investments
 
    Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statements of changes in net assets available for benefits as net appreciation in fair value of investments.
 
    Benefit payments
 
    Benefits are recorded when paid.

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(3)   Investments
 
    The following table presents balances as of December 31, 2007 and 2006 for the Plan’s investment options. Investments that represent five percent or more of the Plan’s net assets are separately identified.
                 
    2007     2006  
Investments at fair value as determined by:
               
Quoted market price:
               
Common stock:
               
Abercrombie & Fitch Co., Class A
  $ 1,327,230     $ 1,399,394  
Mutual funds:
               
Fidelity Diversified International Fund
    8,067,206       5,463,153  
Fidelity Contrafund
    6,582,837       3,702,856  
Fidelity Spartan U.S. Equity Index Fund
    5,869,955       5,431,883  
Fidelity Blue Chip Growth Fund
    5,433,816       4,808,634  
Artisan Mid Cap Fund
    5,273,085       3,155,283  
Fidelity Freedom 2040 Fund
    4,939,148       3,975,229  
Fidelity Freedom 2020 Fund
    4,902,350       4,162,957  
Other
    23,600,573       17,719,607  
 
           
Total mutual funds
    64,668,970       48,419,602  
 
           
Total quoted market price
    65,996,200       49,818,996  
 
               
Estimated fair value:
               
Participant loans
    999,883       837,386  
Common collective trust fund:
               
Fidelity Managed Income Portfolio
    13,347,518       10,198,774  
 
           
Total estimated fair value
    14,347,401       11,036,160  
 
               
 
           
Total investments at fair value
  $ 80,343,601     $ 60,855,156  
 
           
Net appreciation in the fair value of the Plan’s investments (including investments bought, sold, and held during the year) for the years ended December 31, 2007 and 2006 is set forth below:
                 
    2007     2006  
Investments at fair value as determined by:
               
Quoted market price:
               
Common stock
  $ 206,136     $ 91,186  
Mutual funds
    742,482       2,120,296  
 
           
 
  $ 948,618     $ 2,211,482  
 
           
(4)   Tax status
 
    The Internal Revenue Service has determined and informed the Employer by a letter dated December 6, 2005 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
 
(5)   Plan administration
 
    A Committee, the members of which are appointed by the Board of Directors of the Employer, administers the Plan.

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(6)   Plan termination
 
    Although the Employer has not expressed any intent to do so, the Employer has the right under the Plan to discontinue their contributions at any time. The Employer has the right at any time, by action of its Board of Directors, to terminate the Plan subject to provisions of ERISA. Upon Plan termination or partial termination, participants will become fully vested in their accounts.
 
(7)   Parties-in-interest
 
    Fidelity Management Trust Company, trustee of the Plan and its subsidiaries and affiliates, maintain and manage certain investments of the Plan for which the Plan was charged.
 
    The Employer provides certain administrative services to the Plan at no charge. The cost of providing these services and the payment of these costs by the Employer, which is a party-in-interest, constitute exempt party-in-interest transactions under ERISA.
 
(8)   Reconciliation of financial statements to Form 5500
 
    The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:
                     
        2007   2006
 
  Net assets available for benefits per the financials statements   $ 89,553,332     $ 68,453,188  
 
  Adjustment from contract value to fair value for fully benefit-responsive investment contracts     (145,054 )     (102,505 )
 
  Amounts allocated to withdrawing participants     (576,595 )     (86,276 )
 
                   
 
  Net assets available for benefits per Form 5500   $ 88,831,683     $ 68,264,407  
 
                   
 
                   
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to Form 5500:
 
                   
 
  Net increase in assets per the financial statements   $ 21,100,144          
 
  Net investment income difference between fair value and contract value:                
 
  At December 31, 2007     (145,054 )        
 
  At December 31, 2006     102,505          
 
  Amounts allocated to withdrawing participants:                
 
  At December 31, 2007     (576,595 )        
 
  At December 31, 2006     86,276          
 
                   
 
  Net income per Form 5500   $ 20,567,276          
 
                   
 
                   
 
                   
The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500:
 
                   
 
  Benefits paid to participants per the financial statements   $ 6,691,167          
 
  Deemed distributions of participant loans     (5,691 )        
 
  Excess contribution refunded in 2007     (2,680 )        
 
  Amounts allocated to withdrawing participants:                
 
  At December 31, 2007     576,595          
 
  At December 31, 2006     (86,276 )        
 
                   
 
  Benefits paid to participants per Form 5500   $ 7,173,115          
 
                   
    Amounts allocated to withdrawing participants are recorded on Form 5500 for benefits claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.

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Abercrombie & Fitch Co. Savings and Retirement Plan
EIN #31-1469076 Plan #001
Schedule H — Line 4i
Schedule of Assets Held at End of Year December 31, 2007
                         
(a)   (b)   (c)   (d)     (e)  
        Description of              
        investment including              
        maturity date, rate              
        of interest,              
    Identity of issuer,   collateral,              
    borrower, lessor, or   par or maturity           Current  
    similar party   value   Cost **     Value  
 
*
  Abercrombie & Fitch Co., Class A   Common stock -- 16,598 shares           $ 1,327,230  
*
  Fidelity Diversified International Fund   Mutual fund -- 202,186 shares             8,067,206  
*
  Fidelity Contrafund   Mutual fund -- 90,040 shares             6,582,837  
*
  Fidelity Spartan U.S. Equity Index Fund   Mutual fund -- 113,101 shares             5,869,955  
*
  Fidelity Blue Chip Growth Fund   Mutual fund -- 123,328 shares             5,433,816  
 
  Artisan Mid Cap Fund   Mutual fund -- 170,429 shares             5,273,085  
*
  Fidelity Freedom 2040 Fund   Mutual fund -- 507,621 shares             4,939,148  
*
  Fidelity Freedom 2020 Fund   Mutual fund -- 310,080 shares             4,902,350  
*
  Fidelity Balanced Fund   Mutual fund -- 223,352 shares             4,379,926  
*
  Fidelity Value Fund   Mutual fund -- 49,474 shares             3,711,046  
 
  PIMCO Total Return Fund   Mutual fund -- 312,940 shares             3,345,332  
 
  Allianz NFJ Small Cap Value Fund   Mutual fund -- 80,768 shares             2,390,735  
*
  Fidelity Small Cap Independence Fund   Mutual fund -- 111,448 shares             2,218,938  
*
  Fidelity Equity Income Fund   Mutual fund -- 33,710 shares             1,859,439  
*
  Fidelity Freedom 2030 Fund   Mutual fund -- 81,337 shares             1,343,686  
*
  Fidelity Freedom 2035 Fund   Mutual fund -- 83,079 shares             1,136,520  
*
  Fidelity Freedom 2010 Fund   Mutual fund -- 65,049 shares             964,023  
*
  Fidelity Freedom Income Fund   Mutual fund -- 71,080 shares             813,867  
*
  Fidelity Freedom 2025 Fund   Mutual fund -- 43,591 shares             574,526  
*
  Fidelity Freedom 2015 Fund   Mutual fund -- 24,043 shares             299,811  
*
  Fidelity Freedom 2045 Fund   Mutual fund -- 25,765 shares             292,435  
*
  Fidelity Freedom 2050 Fund   Mutual fund -- 12,635 shares             144,418  
*
  Fidelity Freedom 2000 Fund   Mutual fund -- 9,071 shares             112,212  
*
  Fidelity Freedom 2005 Fund   Mutual fund -- 1,159 shares             13,659  
*
  Fidelity Managed Income Portfolio   Common collective trust -- 13,492,572 units             13,347,518  
 
   
 
  Participant Loans   Interest 5.75% -- 9.25%             999,883  
 
*   Represents a party-in-interest.
 
**   Cost information omitted — investment is part of an individual account plan that a participant or beneficiary directed with respect to assets allocated to his or her account.
The accompanying notes are an integral part of this schedule.

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SIGNATURES
    The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
    ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
 
       
Date: June 26, 2008
  By:   /s/ Kevin Flatley
 
       
 
      Kevin Flatley
 
      Vice President Compensation and Benefits
 
      Abercrombie & Fitch Co.

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ABERCROMBIE & FITCH CO.
SAVINGS AND RETIREMENT PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2007
INDEX TO EXHIBIT
             
Exhibit No.   Description   Page No.
23.01
  Consent of Independent Registered Public Accounting Firm     15  

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