SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] 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 Exhibits on page 16
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.
----------- --------
Index to Financial Statements Page 3
Audited Financial Statements:
----------------------------
Report of Independent Public Accountants Page 4
Statements of Net Assets Available for Page 5
Benefits at December 31, 2002 and 2001
Statements of Changes in Net Assets Available Page 6
for Benefits for the Years Ended
December 31, 2002 and 2001
Notes to Financial Statements Pages 7
through 13
Supplemental Schedule:
---------------------
Schedule of Assets Held at Page 14
End of Year December 31, 2002
The following exhibits are being filed herewith:
Exhibit No. Description Page No.
----------- ----------- --------
1 Consent of Independent Public Page 17
Accountants
99.1 Certification of Financial Page 18
Statements
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS AS OF AND FOR THE
YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2002
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INDEX TO FINANCIAL STATEMENTS
Report of Independent Public Accountants...............................4
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits........................5
Statements of Changes in Net Assets Available for Benefits.............6
Notes to Financial Statements..........................................7
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held at End of Year.................................14
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Abercrombie & Fitch Co. and the
Plan Administrator 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 as of December 31,
2002 and 2001, 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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, 2002 and 2001, 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 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 has been subjected to the auditing procedures applied in
the audits of the basic 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 27, 2003
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
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2002 2001
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ASSETS:
Investments $14,976,726 $13,647,159
Cash 7,106 243
Receivable for contributions:
Employer 2,669,633 2,190,604
Participants 51,499 80,267
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Total receivable for contributions 2,721,132 2,270,871
----------- -----------
Due from broker 120 4,126
Accrued earnings 6,463 6,214
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NET ASSETS AVAILABLE FOR BENEFITS $17,711,547 $15,928,613
=========== ===========
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, 2002 AND 2001
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2002 2001
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ADDITIONS:
Investment Income:
Net depreciation in fair
value of investments $ (2,948,422) $ (1,262,966)
Mutual funds' earnings 141,289 109,018
Common collective trust's earnings 202,528 157,717
Interest 12,928 13,277
------------ ------------
Total investment loss (2,591,677) (982,954)
------------ ------------
Contributions:
Employer 3,609,044 2,973,896
Participants 2,260,681 1,775,675
Rollovers 322,423 481,752
------------ ------------
Total contributions 6,192,148 5,231,323
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Total additions 3,600,471 4,248,369
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DEDUCTIONS:
Distributions to participants 1,835,989 647,915
Defaulted participant loans (19,712) (29,660)
Administrative expenses 1,260 970
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Total deductions 1,817,537 619,225
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Net increase 1,782,934 3,629,144
Net assets available for plan benefits:
Beginning of year 15,928,613 12,299,469
------------ ------------
End of year $ 17,711,547 $ 15,928,613
============ ============
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
DECEMBER 31, 2002 AND 2001
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(1) DESCRIPTION OF THE PLAN
GENERAL
The Abercrombie & Fitch Co. Savings and Retirement Plan (the "Plan") 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. Prior to January 1,
2001, employees who had a base salary or wages of $100,000 or more were
not eligible to participate in the 401(k) portion of the Plan.
The Plan was amended effective January 1, 2001, to change the
eligibility for the 401(k) portion of the Plan as noted above.
Effective January 1, 2002, the Plan was amended to among other things
include retroactive changes required by applicable federal law for the
Plan to remain tax-qualified under the Internal Revenue Code.
The following description of the Plan provides only general
information. Participants should refer to the Plan document 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 non-service related retirement contribution
of 4% of annual compensation up to the Social Security wage base and 7%
of annual compensation thereafter, and a service related retirement
contribution of 1% of annual compensation for participants who have
completed five or more years of vesting service as of the last day of
the Plan year. Participants who complete 500 hours of service during
the Plan year and are participants on the last day of the Plan year are
eligible. The annual compensation of each participant taken into
account 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, 2002 and 2001
was $200,000 and $170,000, respectively.
The Employer may also provide a matching contribution of 100% of the
participant's voluntary contributions up to 3% of the participant's
total annual compensation (basic deferral).
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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(1) DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT'S VOLUNTARY CONTRIBUTIONS:
A participant may elect to make a voluntary tax-deferred contribution
of 1% to 15% of his or her annual compensation up to the maximum
permitted under Section 402(g) of the Internal Revenue Code adjusted
annually ($11,000 at December 31, 2002). This voluntary tax-deferred
contribution may be limited by Section 401(k) of the Internal Revenue
Code.
INVESTMENT OPTIONS
The 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 one common collective trust, eight
mutual funds, and the Employer's common stock 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 earnings or account balances, as defined.
The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
VESTING
A participant is fully and immediately vested for voluntary and
rollover contributions and is credited with a year of vesting service
in the Employer's contributions for each Plan year that the participant
is credited with at least 500 hours of service. A summary of vesting
percentages in the Employer's contributions follows:
Years of Vested Service Percentage
----------------------- ----------
Less than 1 year 0%
1 year, but less than 2 years 20
2 years, but less than 3 years 40
3 years, but less than 4 years 60
4 years, but less than 5 years 80
5 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
$5,000 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 Employer Securities will have the
option of receiving such amounts in whole shares of Employer Securities
and cash for any
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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(1) DESCRIPTION OF THE PLAN (CONTINUED)
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 his or her account based on the percentage
amounts designated by the Plan. A participant may also request a
hardship distribution due to an immediate and heavy financial need
based on the terms of the Plan.
PARTICIPANT LOANS
Participants are permitted to borrow from their account the lesser of
$50,000 or 50% of the vested balance of their account for a term of
not more than five years, except where the proceeds of the loan are
used to purchase the principal residence of the participant, in which
case the loan may be for no more than twenty years. All loans become
due and payable in full upon a participant's termination of employment
with the employer, unless arrangements are made that the loan is to be
repaid by direct deposit to the Trustee from a checking account of the
borrower. 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 $8,134 and $1,215 as of
December 31, 2002 and 2001, respectively.
FORFEITURES
Forfeitures are used to reduce the Employer's required contributions.
Forfeitures of $261,972 and $216,940 were used to reduce contributions
for the years ended December 31, 2002 and 2001, respectively.
EXPENSES
Administrative expenses may be paid by the Plan unless the Employer
elects to pay such expenses. Administrative expenses of the Plan for
2002 and 2001 were paid by the Employer except for the loan
administration fee, which is allocated to the borrowing participant's
account.
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.
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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(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.
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. 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.
INCOME RECOGNITION
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.
INVESTMENT VALUATION
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 trusts are valued on a daily basis. The
value of each unit is determined by subtracting total liabilities from
the total value of the assets, including accrued income, and dividing
the amount remaining by the number of units outstanding on the
valuation date.
NET APPRECIATION (DEPRECIATION) 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 (depreciation) in fair value of
investments.
BENEFIT PAYMENTS
Benefits are recorded when paid.
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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(3) INVESTMENTS
The Plan's investments are held by Merrill Lynch Trust Company, as
trustee of the Plan. The following table presents balances as of
December 31, 2002 and 2001 for the Plan's current investment options.
Investments that represent 5 percent or more of the Plan's net assets
are separately identified.
2002 2001
------------ ------------
Investments at fair value as determined by:
QUOTED MARKET PRICE:
Common stock:
Abercrombie & Fitch Co., Class A $ 694,230 $ 799,605
------------ ------------
Mutual funds:
Merrill Lynch Fundamental Growth
Fund, Class D 2,848,188 3,265,440
Merrill Lynch S&P 500 Index Fund,
Class A 3,156,281 3,196,638
Van Kampen Emerging Growth
Fund, Class A 1,100,120 893,979
Other 2,884,673 2,064,432
------------ ------------
Total mutual funds 9,989,262 9,420,489
------------ ------------
Total quoted market price 10,683,492 10,220,094
------------ ------------
ESTIMATED FAIR VALUE:
Common collective trust:
Merrill Lynch Retirement Preservation
Trust 4,123,047 3,284,570
Participant loans 170,187 162,207
Reserve for defaulted loans -- (19,712)
------------ ------------
Total estimated fair value 4,293,234 3,427,065
------------ ------------
Total investments at fair value $ 14,976,726 $ 13,647,159
============ ============
Net appreciation (depreciation) in the fair value of the Plan's
investments (including investments bought, sold, and held during the
year) for the years ended December 31, 2002 and 2001, is set forth
below:
2002 2001
------------ ------------
Investments at fair value as determined by:
QUOTED MARKET PRICE:
Common stock $ (196,924) $ 165,717
Mutual funds (2,751,498) (1,428,683)
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$(2,948,422) $(1,262,966)
=========== ===========
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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(4) TAX STATUS
The Internal Revenue Service has determined and informed the Employer
by a letter dated August 26, 2002, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code. The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Internal Revenue
Code.
(5) PLAN ADMINISTRATION
A Committee, the members of which are appointed by the Board of
Directors of the Employer, administers the Plan.
(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
Merrill Lynch Trust Company, trustee of the Plan and its subsidiaries
and affiliates, maintain and manage certain of the investments of the
Plan for which the Plan is charged.
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ABERCROMBIE & FITCH CO. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001
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(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:
2002 2001
----------- -----------
Net Assets Available for Benefits
Per the Financial Statements $17,711,547 $15,928,613
Amounts Allocated to Withdrawing
Participants (8,134) (1,215)
----------- -----------
Net Assets Available for Benefits
Per Form 5500 $17,703,413 $15,927,398
=========== ===========
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 $ 1,835,989
Amounts Allocated to Withdrawing Participants:
At December 31, 2002 8,134
At December 31, 2001 (1,215)
-----------
Benefits Paid to Participants Per Form 5500 $ 1,842,908
===========
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
(9) SUBSEQUENT EVENTS
Subsequent to December 31, 2002, the Plan, among other things: 1)
changed its trustee to Fidelity Management Trust Company; 2) sold the
investments in the Plan, except the common stock, and reinvested in
like investments; 3) changed the Employer matching contributions to
100% of the first 3% and 50% of the next 2% of the participant's
compensation contributed to the Plan; 4) fully vested participants in
the Employer's matching contribution; 5) changed the eligibility
requirement for participation in the retirement contribution to 1,000
hours of service; and 6) changed the retirement contribution to 5% of
eligible compensation up to the social security wage base and 8% of
eligible compensation in excess of the social security wage base.
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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, 2002
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(a) (b) (c) (d) (e)
Description of
investment including
Identity of issuer, maturity date, rate (1)
borrower, lessor, or of interest, collateral, Current
similar party par or maturity value Cost Value
-------------------------------- ------------------------------------- ---- --------
* Abercrombie & Fitch Co., Class A Common stock - 33,931.0898 shares $ 694,230
* Merrill Lynch Retirement Common collective trust - 4,123,046.9459 4,123,047
Preservation Trust shares
* Merrill Lynch S&P 500 Index Fund, Mutual fund - 293,334.6327 shares 3,156,281
Class A
* Merrill Lynch Fundamental Growth Mutual fund - 224,266.7475 shares 2,848,188
Fund, Class D
* Merrill Lynch Basic Value Fund, Mutual fund - 35,071.2875 shares 816,459
Class D
Dreyfus Premier Balanced Fund, Mutual fund - 52,548.0342 shares 556,484
Class A
Pimco Total Return Fund, Class A Mutual fund - 78,484.8870 shares 837,433
Lord Abbett Developing Growth Mutual fund - 18,484.2915 shares 196,673
Fund, Class P
Van Kampen Emerging Growth Fund, Mutual fund - 38,928.5240 shares 1,100,120
Class A
ING International Value Fund, Mutual fund - 46,416.3046 shares 477,624
Class A
Participant Loans Interest 5.25% - 10.50% 170,187
* Represents a party-in-interest
(1) 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 30, 2003 By: /S/ Wesley S. McDonald
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ABERCROMBIE & FITCH CO.
SAVINGS AND RETIREMENT PLAN
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2002
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
----------- ----------- --------
1 Consent of Independent Public Accountants 17
99.1 Certification of Financial Statements 18
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