8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 22, 2022

AMERICAN EAGLE OUTFITTERS INC

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-33338	13-2721761
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
77 Hot Metal Street
Pittsburgh, Pennsylvania		15203-2329
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: (412) 432-3300
---
Not Applicable
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(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AEO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 22, 2022, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the third quarter ended October 29, 2022. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, including the accompanying Exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended January 29, 2022, and in any subsequently-filed quarterly reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on our website and on the Securities and Exchange Commission’s website (www.sec.gov). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated November 22, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

			AMERICAN EAGLE OUTFITTERS, INC.
			(Registrant)
Date:	November 22, 2022	By:	/s/ Michael A. Mathias
			Michael A. Mathias<br>Executive Vice President, Chief Financial Officer

EX-99.1

Exhibit 99.1

AEO Delivers Third Quarter Results Ahead of Expectations with Meaningful Margin Improvement from First Half

• Aerie achieves all-time high third quarter revenue and operating profit

• Actions to right size inventory and expenses fuel sequential profit improvement

• Operating profit of $118 million exceeded pre-pandemic 2019 levels

• Continuing to prioritize profit recovery and cash generation

November 22, 2022

PITTSBURGH -- (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced financial results for the third quarter ended October 29, 2022.

“I’m pleased to deliver a third quarter that exceeded our expectations, with profit margins meaningfully improved from the first half of the year. Bold actions to rationalize inventory and reduce expenses are paying off. Our inventory is in good shape, up 8% to last year, with progress continuing into the fourth quarter. We are staying disciplined and focused on improving profitability and cash flow, while maintaining a healthy balance sheet,” commented Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer.

“As we navigate the current macro environment, we remain focused on our strategic initiatives — leading with innovation and judiciously investing in capabilities that will differentiate us in the long-run. Our organization is strong and I have tremendous confidence in the resilience of our brands. We are excited about upcoming merchandise collections and look forward to delivering an exceptional customer experience across brands and channels this holiday season,” Jay continued

Third Quarter 2022 Results:

• Total net revenue of $1.2 billion was down 3% to the third quarter of 2021. Our supply chain business, Quiet Platforms, contributed approximately 2 percentage points to revenue growth. Brand revenue declined 5%, better than the company’s expectation for a high single digit decline.

• Aerie revenue of $350 million rose 11% versus third quarter 2021, reflecting a 24% 3-year revenue CAGR. Comp sales declined 3% versus third quarter 2021 and was up 59% to third quarter 2019.

• American Eagle revenue of $838 million declined 11% versus third quarter 2021 reflecting a negative 1% 3-year revenue CAGR. Comp sales declined 10% versus third quarter 2021 and was flat to third quarter 2019.

• Consolidated store revenue declined 4%. Total digital revenue declined 5%. Compared to pre-pandemic third quarter 2019, store revenue increased 3% and digital revenue increased 35%.

• Gross profit of $480 million compared to $565 million in the third quarter of 2021 and reflected a gross margin rate of 38.7% compared to 44.3% last year. Higher markdowns and increased product costs drove approximately 400 basis points of the rate decline and Quiet Platforms had a 70 basis point impact as that business continues to scale. Rent and warehousing also deleveraged, partially offset by lower incentive compensation.

• Selling, general and administrative expense of $311 million decreased 1% due to lower incentive compensation. SG&A increased 50 basis points as a rate to sales versus third quarter 2021.

• Operating income of $118 million reflected a 9.5% margin. This included an approximately $10 million loss from Quiet Platforms.

• GAAP diluted EPS of $0.42 includes an approximately $1 million addback to net income of interest expense associated with the company’s convertible notes.

• GAAP average diluted shares outstanding were 196 million including 8 million shares of unrealized dilution associated with the company’s convertible notes.

Inventory

Total ending inventory at cost increased 8% to $798 million compared to $740 million last year, with units up 7%. This reflects a meaningful improvement from last quarter’s increase of 36%, reflecting actions to bring receipts more in line with demand. Inventory is current for the holiday season. The company continues to expect fourth quarter ending inventory to be down to last year.

Capital Expenditures

Capital expenditures totaled $71 million in the third quarter and $199 million year-to-date. Management continues to expect full-year spend to approximate $250 million.

Quiet Platforms

The logistics subsidiary is providing significant operational efficiencies and needed capacity for our brands. The third party customer base is ramping up as other brands look to upgrade their supply chain operations and drive efficiencies across their business to better compete in the current retail environment. As we evaluate our plans for Quiet, we are exploring different options to support future growth.

Shareholder Returns

The quarterly cash dividend remains paused to support financial flexibility, while navigating the near-term macro environment. Year-to-date, the company has returned $265 million in cash to shareholders through dividends and share repurchases, reflecting its highest level of returns since 2015.

Outlook

For the fourth quarter, the company is guiding brand revenue down in the mid single digits, and expects brand comps to be consistent with the third quarter. The company is also guiding fourth quarter gross margin in the range of 32% to 33%, at the higher end of previous guidance. While significant progress has been made in right-sizing inventory, management is taking a cautious view given what is likely to be a highly promotional Holiday season.

Management continues to drive expense reductions across store payroll, corporate expense, professional services and advertising. The company remains on track to deliver $100 million in reductions to the original plan and expects SG&A dollars in the fourth quarter to be approximately flat to last year.

Conference Call and Supplemental Financial Information

Management will host a conference call and real time webcast today at 11:00 a.m. Eastern Time. To listen to the call, dial 1-877-407-0789 or internationally dial 1-201-689-8562 or go to www.aeo-inc.com to access the webcast and audio replay. Additionally, a financial results presentation is posted on the company’s website.

* * * *

About American Eagle Outfitters, Inc.

American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle® and Aerie® brands. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates stores in the United States, Canada, Mexico, Hong Kong and Japan, and ships to 81 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 260 international locations operated by licensees in 26 countries. In 2022, AEO released its first annual Building a Better World report, which outlines two decades of ESG achievements through the company’s Planet, People and Practices initiatives. For more information, please visit www.aeo-inc.com.

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

This release and related statements by management contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which represent our expectations or beliefs concerning future events, including fourth quarter and annual fiscal 2022 results. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on many important factors, some of which may be beyond the company’s control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," “potential,” and similar expressions may identify forward-looking statements. Except as may

be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise and even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The following factors, in addition to the risks disclosed in Item 1A., Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022 and in any other filings that we may make with the Securities and Exchange Commission in some cases have affected, and in the future could affect, the company's financial performance and could cause actual results for fiscal 2022 and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this release or otherwise made by management: the negative impacts of the COVID-19 pandemic and related operational disruptions; the risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate customer demand and changing fashion trends and to manage our inventory commensurately; seasonality of our business; our inability to achieve planned store financial performance; our inability to react to raw material cost, labor and energy cost increases; our inability to gain market share in the face of declining shopping center traffic; our inability to respond to changes in e-commerce and leverage omni-channel demands; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; challenges with information technology systems, including safeguarding against security breaches; and global economic, public health, social, political and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, which could have a material adverse effect on our business, results of operations and liquidity.

CONTACT:

Olivia Messina

412-432-3300

LineMedia@ae.com

AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(unaudited)
Assets
Current assets:
Cash and cash equivalents		82,133			434,770			740,668
Merchandise inventory		797,731			553,458			739,808
Accounts receivable, net		250,879			286,683			228,461
Prepaid expenses and other		146,362			122,013			66,593
Total current assets		1,277,105			1,396,924			1,775,530
Operating lease right-of-use assets		1,148,832			1,193,021			1,148,108
Property and equipment, at cost, net of accumulated depreciation		789,809			728,272			665,408
Goodwill, net		271,209			271,416			16,389
Intangible assets, net		96,530			102,701			52,943
Non-current deferred income taxes		34,135			44,167			57,753
Other assets		54,857			50,142			33,884
Total assets		3,672,477			3,786,643			3,750,015
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		188,448			231,782			314,561
Current portion of operating lease liabilities		332,160			311,005			299,693
Unredeemed gift cards and gift certificates		47,531			71,365			42,070
Accrued compensation and payroll taxes		36,436			141,817			123,588
Accrued income taxes and other		13,056			16,274			33,570
Other current liabilities and accrued expenses		67,799			70,628			56,090
Total current liabilities		685,430			842,871			869,572
Non-current liabilities:
Non-current operating lease liabilities		1,089,710			1,154,481			1,123,681
Long-term debt, net		411,911			341,002			336,249
Other non-current liabilities		22,894			24,617			23,816
Total non-current liabilities		1,524,515			1,520,100			1,483,746
Commitments and contingencies		-			-			-
Stockholders' equity:
Preferred stock		-			-			-
Common stock		2,496			2,496			2,496
Contributed capital		389,726			636,355			627,264
Accumulated other comprehensive loss		(41,267	)		(40,845	)		(39,049	)
Retained earnings		2,080,852			2,203,772			2,185,393
Treasury stock		(969,275	)		(1,378,106	)		(1,379,407	)
Non-controlling interest		1,462,532			1,423,672			1,396,697
Total stockholders' equity		3,672,477			3,786,643			3,750,015
Current ratio		1.86			1.66			2.04

All values are in US Dollars.

AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars and shares in thousands, except per share amounts)
(unaudited)
			% of Revenue						% of Revenue
Total net revenue		1,240,583		100.0	%		1,274,078			100.0	%
Cost of sales, including certain buying, occupancy and warehousing expenses		760,810		61.3	%		709,554			55.7	%
Gross profit		479,773		38.7	%		564,524			44.3	%
Selling, general and administrative expenses		311,101		25.1	%		313,890			24.6	%
Depreciation and amortization expense		51,124		4.1	%		40,947			3.2	%
Operating income		117,548		9.5	%		209,687			16.5	%
Interest expense, net		3,878		0.3	%		8,612			0.7	%
Other expense (income), net		782		0.1	%		(3,130	)		-0.2	%
Income before income taxes		112,888		9.1	%		204,205			16.0	%
Provision for income taxes		31,616		2.5	%		51,981			4.1	%
Net income		81,272		6.6	%		152,224			11.9	%
Net income per basic share		0.44					0.91
Net income per diluted share		0.42					0.74
Weighted average common shares outstanding - basic		186,305					167,637
Weighted average common shares outstanding - diluted		195,776					205,013

All values are in US Dollars.

				% of Revenue						% of Revenue
Total net revenue		3,493,745			100.0	%		3,502,848			100.0	%
Cost of sales, including certain buying, occupancy and warehousing expenses		2,255,929			64.5	%		1,999,743			57.1	%
Gross profit		1,237,816			35.5	%		1,503,105			42.9	%
Selling, general and administrative expenses		917,687			26.3	%		872,320			24.9	%
Depreciation and amortization expense		146,664			4.2	%		119,674			3.4	%
Operating income		173,465			5.0	%		511,111			14.6	%
Debt related charges		60,066			1.7	%		-			0.0	%
Interest expense, net		11,887			0.3	%		26,038			0.7	%
Other income, net		(5,501	)		-0.2	%		(6,354	)		-0.2	%
Income before income taxes		107,013			3.2	%		491,427			14.1	%
Provision for income taxes		36,466			1.2	%		122,226			3.6	%
Net income		70,547			2.0	%		369,201			10.5	%
Net income per basic share		0.39						2.20
Net income per diluted share		0.36						1.78
Weighted average common shares outstanding - basic		178,637						168,062
Weighted average common shares outstanding - diluted		207,499						207,032

All values are in US Dollars.

AMERICAN EAGLE OUTFITTERS, INC.
BASIC AND DILUTED EARNINGS PER SHARE RECONCILIATION
(Dollars and shares in thousands)
(unaudited)
	13 Weeks Ended				39 Weeks Ended
Numerator:	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net income and numerator for basic EPS	$	81,272	$	152,224	$	70,547	$	369,201
Add: Interest expense, net of tax, related to the 2025 Notes (1)		529		-		4,897		-
Numerator for diluted EPS	$	81,801	$	152,224	$	75,444	$	369,201
Denominator:
Denominator for basic EPS - weighted average shares		186,305		167,637		178,637		168,062
Add: Dilutive effect of the 2025 Notes (1)		8,418		33,687		27,280		34,616
Add: Dilutive effect of stock options and non-vested restricted stock		1,053		3,689		1,582		4,354
Denominator for diluted EPS - adjusted weighted average shares		195,776		205,013		207,499		207,032

(1) During the 39 weeks ended October 29, 2022, the Company adopted ASU 2020-06 under the modified retrospective method, which requires the Company to utilize the "if-converted" method of calculated diluted EPS.

AMERICAN EAGLE OUTFITTERS, INC.
GAAP TO NON-GAAP RECONCILIATION
(Dollars in thousands, except per share amounts)
(unaudited)
		13 Weeks Ended
	October 30, 2021
		Interest expense, net			Net income			Diluted earnings per common share
GAAP Basis		$	8,612		$	152,224		$	0.74
% of Revenue			0.7	%		11.9	%
Less: Convertible debt (1)			4,569			3,330			0.02
Non-GAAP Basis		$	4,043		$	155,554		$	0.76
% of Revenue			0.3	%		12.2	%

(1) Amortization of the non-cash discount on the Company's convertible notes

AMERICAN EAGLE OUTFITTERS, INC.
RESULTS BY SEGMENT
(Dollars in thousands)
(unaudited)
	American Eagle			Aerie			Corporate and Other (1)			Total
13 weeks ended October 29, 2022
Total net revenue	$	837,575		$	349,712		$	53,296		$	1,240,583
Operating income (loss)	$	174,129		$	56,487		$	(113,068	)	$	117,548
% of revenue		20.8	%		16.2	%					9.5	%
Capital expenditures	$	20,477		$	24,404		$	26,626		$	71,507
13 weeks ended October 30, 2021
Total net revenue	$	940,992		$	315,049		$	18,037		$	1,274,078
Operating income (loss)	$	261,225		$	52,021		$	(103,559	)	$	209,687
% of revenue		27.8	%		16.5	%					16.5	%
Capital expenditures	$	13,298		$	24,867		$	20,036		$	58,201
	American Eagle			Aerie			Corporate and Other (1)			Total
39 Weeks Ended October 29, 2022
Total net revenue	$	2,301,051		$	1,043,129		$	149,565		$	3,493,745
Operating income (loss)	$	387,213		$	111,414		$	(325,162	)	$	173,465
% of revenue		16.8	%		10.7	%					5.0	%
Capital expenditures	$	55,000		$	85,663		$	58,701		$	199,364
39 Weeks Ended October 30, 2021
Total net revenue	$	2,513,700		$	947,851		$	41,297		$	3,502,848
Operating income (loss)	$	611,650		$	191,341		$	(291,880	)	$	511,111
% of revenue		24.3	%		20.2	%					14.6	%
Capital expenditures	$	36,093		$	48,164		$	60,148		$	144,405

(1) Corporate and Other includes revenue and operating results of the Todd Snyder and Unsubscribed brands, and Quiet Platforms (net of intersegment eliminations), which have been identified as operating segments but are not material to disclose as separate reportable segments. Corporate operating costs represents certain costs that are not directly attributable to another reportable segment.

AMERICAN EAGLE OUTFITTERS, INC.
STORE INFORMATION
(unaudited)
	Third Quarter			YTD Third Quarter
	2022			2022
Consolidated stores at beginning of period		1,160			1,133
Consolidated stores opened during the period
AE Brand (2)		8			19
Aerie (incl. OFFL/NE) (3)		16			51
Todd Snyder		-			1
Unsubscribed		-			1
Consolidated stores closed during the period
AE Brand (2)		(5	)		(23	)
Aerie (incl. OFFL/NE) (3)		-			(3	)
Total consolidated stores at end of period		1,179			1,179
AE Brand (2)		876
Aerie (incl. OFFL/NE) (3)		292
Todd Snyder		6
Unsubscribed		5
Total gross square footage at end of period (in '000)		7,309			7,309
International license locations at end of period (1)		261			261

(1) International license locations (retail stores and concessions) are not included in the consolidated store data or the total gross square footage calculation.

(2) AE Brand includes AE stand alone locations, AE/Aerie side-by side locations, AE/OFFL/NE side-by-side locations, and AE/Aerie/OFFL/NE side-by-side locations.

(3) Aerie (incl. OFFL/NE) includes Aerie stand alone locations, OFFL/NE stand alone locations, and Aerie/OFFL/NE side-by-side locations.