AEO 8-K
American Eagle Outfitters Inc (AEO)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 December 2, 2025, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the third quarter ended November 1, 2025. 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 February 1, 2025, 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 |
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Description |
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104 |
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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.
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AMERICAN EAGLE OUTFITTERS, INC. |
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(Registrant) |
Date: |
December 2, 2025 |
By: |
/s/ Michael A. Mathias |
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Michael A. Mathias |
Exhibit 99.1
AEO Inc. Reports Third Quarter Fiscal 2025 Results Exceeding Expectations; Raises Fourth Quarter Outlook
December 2, 2025 – PITTSBURGH – (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced financial results for the third quarter ended November 1, 2025.
“I’m extremely pleased with the significant trend change across our business reflecting decisive steps taken from merchandising to marketing to operations—all having a positive impact. Record third quarter revenue was highlighted by Aerie’s double-digit comparable sales increase and positive growth at American Eagle, contributing to results that exceeded expectations,” commented Jay Schottenstein, Executive Chairman of the Board and Chief Executive Officer, AEO Inc.
“Strong momentum has continued into the fourth quarter, including an excellent start to the holiday season. We delivered a record-breaking Thanksgiving weekend, led by an acceleration in demand across brands and channels and underscored by outstanding growth at Aerie and Offline. We are focused on finishing the season strong and sustaining our success into 2026 and beyond,” he concluded.
Third Quarter 2025 Results:
Inventory
Total ending inventory increased 11% to $891 million with units up 8%, reflecting increasing demand, new store openings and improved in-stocks. The inventory cost increase includes the impact of tariffs.
Shareholder Returns
Year-to-date, the company has completed $231 million in share repurchases, all of which occurred in the first half of the fiscal year. This quarter, the company returned $21 million to shareholders via its quarterly cash dividend of $0.125 per share, bringing year-to-date cash dividends to $64 million.
Capital Expenditures
Capital expenditures totaled $70 million in the third quarter, bringing year-to-date spend to $202 million. The company continues to expect 2025 capital expenditures to be approximately $275 million.
Outlook
Based on stronger sales trends, the company is raising its fourth quarter operating income guidance to $155 to $160 million based on comparable sales in the range of positive 8% to 9% with similar growth for total revenue. Previous fourth quarter guidance of operating income of $125 to $130 million was based on comparable sales in the positive low single digits. For the year, adjusted operating income guidance rises to $303 to $308 million, with comparable sales in the low single digits from prior guidance of adjusted operating income of $255 to $265 million on flat comparable sales.
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Fourth Quarter 2025 |
Fiscal 2025 |
Comparable Sales |
Up 8% to 9% |
Low Single Digits |
Gross Margin |
Down YoY |
Down YoY |
Net tariff Impact |
Approximately $50 million |
Approximately $70 million |
SG&A |
Dollars up Low to Mid Single |
Dollars up Low to Mid Single |
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Digit |
Digit |
Depreciation & Amortization |
Approximately $56 million |
Approximately $216 million |
Operating Income |
$155 to $160 million |
$303 to $308 million* |
Tax Rate |
Approximately 28% |
Approximately 27% |
Weighted Average Share Count |
Approximately 173 million |
Approximately 174 million |
* Excludes impairment and restructuring charges of $17 million recorded in the First Quarter 2025, as disclosed in the Company's Form 10-Q filed on June 5, 2025.
Webcast and Supplemental Financial Information
Management will host a conference call today at 4:30 p.m. Eastern Time. To access the live webcast and audio replay, please click here. Additionally, a financial results presentation is posted in the Investor Relations section on AEO’s website, www.aeo-inc.com.
* * * *
About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer with a portfolio of beloved apparel brands including American Eagle, Aerie, OFFL/NE by Aerie, Todd Snyder and Unsubscribed. Rooted in optimism, inclusivity and authenticity, AEO’s brands empower every customer to celebrate their unique personal style by offering casual, comfortable, timeless outfitting and high-quality products that are made to last.
AEO Inc. operates stores in the United States, Canada and Mexico, with merchandise available in more than 30 countries through a global network of license partners. Additionally, the company operates a robust e-commerce business across its brands. For more information, visit aeo-inc.com.
Non-GAAP Measures
This press release includes operating income and diluted earnings per share presented on an adjusted or “non-GAAP” basis, which are non-GAAP financial measure. Non-GAAP financial measures are not based on any standardized methodology prescribed by U.S. generally accepted accounting principles (GAAP) and are not necessarily comparable to similar measures presented by other companies. Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance when reviewed in conjunction with our GAAP Consolidated Financial Statements and provides a higher degree of transparency. These amounts are not determined in accordance with GAAP and, therefore, should not be used exclusively in evaluating our business and operations. The table included in this release reconciles the GAAP financial
measures to the non-GAAP financial measures discussed above for the 13 weeks ended November 2, 2024. The company is not able to provide a quantitative reconciliation of forward-looking adjusted operating income to the most directly comparable forward-looking GAAP financial measure because the Company is unable to provide a meaningful or accurate reconciliation or estimation of certain reconciling items without unreasonable effort, due to the inherent difficulty in forecasting and quantifying measures that are necessary for such reconciliation.
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 management’s expectations or beliefs concerning future events, including, without limitation, the results for fourth quarter and annual fiscal 2025. Words such as “outlook,” "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," “may,” “potential,” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements made by the company are inherently uncertain because they are based on assumptions and expectations concerning future events and are subject to change based on many important factors, some of which may be beyond the company’s control. 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 February 1, 2025 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 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 risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate fluctuations in customer demand and respond to changing consumer preferences and fashion trends and to manage our inventory commensurately; the 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 or attract customers to our stores; our inability to respond to changes in e-commerce and leverage omni-channel capabilities; our inability to execute on our key business priorities; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; the impact that import tariffs and other trade restrictions imposed by the U.S., China or other countries have had, and may continue to have, on our product costs, as well as continued uncertainties with tariffs and other trade restrictions; the possibility that product costs may be affected by other foreign trade issues, such as currency exchange rate fluctuations, increasing prices for raw materials, supply chain issues, political instability or other reasons; challenges with information technology systems, including safeguarding against security breaches; changes to U.S. or other countries' trade policies and tariff and import/export regulations, including, without limitation, uncertainty with respect to the U.S./China trade agreement; 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.
The use of the “company,” “AEO,” “we,” "us," and “our” in this release refers to American Eagle Outfitters, Inc.
CONTACT
Line Media
412-432-3300
AMERICAN EAGLE OUTFITTERS, INC. |
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CONSOLIDATED BALANCE SHEETS |
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(unaudited) |
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(In thousands) |
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November 1, 2025 |
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November 2, 2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
112,830 |
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$ |
160,195 |
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Merchandise inventory |
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891,232 |
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804,256 |
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Accounts receivable, net |
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245,335 |
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214,114 |
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Prepaid expenses |
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125,716 |
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118,773 |
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Other current assets |
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21,917 |
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38,810 |
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Total current assets |
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1,397,030 |
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1,336,148 |
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Operating lease right-of-use assets |
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1,570,936 |
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1,237,741 |
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Property and equipment, at cost, net of accumulated depreciation |
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797,154 |
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745,988 |
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Goodwill, net |
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225,184 |
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225,196 |
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Non-current deferred income taxes |
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46,747 |
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88,092 |
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Intangible assets, net |
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39,756 |
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43,371 |
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Other assets |
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113,051 |
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59,596 |
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Total assets |
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$ |
4,189,858 |
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$ |
3,736,132 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
305,268 |
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$ |
283,471 |
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Current portion of operating lease liabilities |
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319,332 |
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293,006 |
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Accrued compensation and payroll taxes |
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71,575 |
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90,289 |
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Unredeemed gift cards and gift certificates |
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55,891 |
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50,161 |
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Accrued income and other taxes |
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28,847 |
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38,468 |
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Other current liabilities and accrued expenses |
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73,887 |
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95,620 |
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Total current liabilities |
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854,800 |
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851,015 |
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Non-current liabilities: |
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Non-current operating lease liabilities |
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1,441,904 |
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1,098,197 |
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Long-term debt, net |
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210,000 |
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— |
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Other non-current liabilities |
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57,814 |
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40,322 |
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Total non-current liabilities |
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1,709,718 |
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1,138,519 |
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Commitments and contingencies |
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— |
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— |
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Stockholders’ equity: |
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Preferred stock |
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— |
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— |
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Common stock |
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2,496 |
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2,496 |
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Contributed capital |
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378,470 |
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359,348 |
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Accumulated other comprehensive loss |
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(31,611 |
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(49,872 |
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Retained earnings |
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2,486,281 |
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2,376,077 |
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Treasury stock |
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(1,210,296 |
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(941,451 |
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Total stockholders’ equity |
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1,625,340 |
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1,746,598 |
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Total liabilities and stockholders’ equity |
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$ |
4,189,858 |
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$ |
3,736,132 |
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Current Ratio |
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1.63 |
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1.57 |
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AMERICAN EAGLE OUTFITTERS, INC. |
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CONSOLIDATED STATEMENTS OF OPERATIONS |
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(Dollars and shares in thousands, except per share amounts) |
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(unaudited) |
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13 Weeks Ended |
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November 1, 2025 |
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November 2, 2024 |
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(In thousands) |
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(Percentage of revenue) |
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(In thousands) |
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(Percentage of revenue) |
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Total net revenue |
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$1,362,701 |
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100.0 |
% |
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$1,289,094 |
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100.0 |
% |
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Cost of sales, including certain buying, occupancy and warehouse expenses |
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810,824 |
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59.5 |
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762,470 |
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59.1 |
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Gross profit |
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551,877 |
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40.5 |
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526,624 |
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40.9 |
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Selling, general and administrative expenses |
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386,340 |
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28.4 |
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351,380 |
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27.3 |
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Impairment and restructuring charges |
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- |
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- |
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17,561 |
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1.4 |
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Depreciation and amortization expense |
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52,963 |
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3.8 |
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51,594 |
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4.0 |
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Operating income |
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$112,574 |
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8.3 |
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$106,089 |
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8.2 |
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Interest expense (income), net |
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2,144 |
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0.2 |
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(1,246) |
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(0.1) |
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Other (income), net |
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(14,152) |
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(1.0) |
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(895) |
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(0.1) |
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Income before income taxes |
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$124,582 |
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9.1 |
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$108,230 |
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8.4 |
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Provision for income taxes |
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33,238 |
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2.4 |
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28,211 |
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2.2 |
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Net income |
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$91,344 |
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6.7 |
% |
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$80,019 |
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6.2 |
% |
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Basic net income per common share |
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$0.54 |
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$0.42 |
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Diluted net income per common share |
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$0.53 |
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$0.41 |
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Weighted average common shares outstanding - basic |
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168,925 |
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191,630 |
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Weighted average common shares outstanding - diluted |
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172,860 |
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195,782 |
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AMERICAN EAGLE OUTFITTERS, INC. |
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CONSOLIDATED STATEMENTS OF OPERATIONS |
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(Dollars and shares in thousands, except per share amounts) |
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(unaudited) |
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39 Weeks Ended |
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November 1, 2025 |
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November 2, 2024 |
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(In thousands) |
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(Percentage of revenue) |
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(In thousands) |
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(Percentage of revenue) |
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Total net revenue |
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$ |
3,735,976 |
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100.0 |
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% |
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$ |
3,724,019 |
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100.0 |
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% |
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Cost of sales, including certain buying, occupancy and warehouse expenses |
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2,361,716 |
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63.2 |
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2,234,260 |
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60.0 |
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Gross profit |
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1,374,260 |
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36.8 |
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1,489,759 |
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40.0 |
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Selling, general and administrative expenses |
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1,067,338 |
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28.6 |
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1,030,186 |
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27.7 |
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Impairment and restructuring charges |
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17,119 |
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0.5 |
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17,561 |
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0.4 |
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Depreciation and amortization expense |
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159,326 |
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4.2 |
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156,978 |
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4.2 |
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Operating income |
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$ |
130,477 |
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3.5 |
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$ |
285,034 |
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7.7 |
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Interest expense (income), net |
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3,844 |
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0.1 |
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(5,414 |
) |
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(0.1 |
) |
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Other (income), net |
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(14,675 |
) |
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(0.4 |
) |
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(4,006 |
) |
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(0.1 |
) |
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Income before income taxes |
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$ |
141,308 |
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3.8 |
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$ |
294,454 |
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7.9 |
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Provision for income taxes |
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37,230 |
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|
1.0 |
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|
69,420 |
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1.9 |
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Net income |
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$ |
104,078 |
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2.8 |
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% |
|
$ |
225,034 |
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6.0 |
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% |
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Basic net income per common share |
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$ |
0.60 |
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$ |
1.16 |
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Diluted net income per common share |
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$ |
0.59 |
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$ |
1.14 |
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Weighted average common shares outstanding - basic |
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173,087 |
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193,908 |
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Weighted average common shares outstanding - diluted |
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175,789 |
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|
|
|
|
|
|
198,201 |
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AMERICAN EAGLE OUTFITTERS, INC. |
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NET REVENUE BY SEGMENT |
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(unaudited) |
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13 Weeks Ended |
39 Weeks Ended |
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(In thousands) |
November 1, 2025 |
November 2, 2024 |
November 1, 2025 |
November 2, 2024 |
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Net Revenue: |
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American Eagle |
$ |
853,729 |
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$ |
831,914 |
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$ |
2,348,000 |
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$ |
2,384,295 |
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Aerie |
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461,989 |
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|
410,442 |
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1,250,861 |
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1,198,741 |
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Other |
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54,624 |
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|
56,562 |
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|
|
160,117 |
|
|
|
169,002 |
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Intersegment Elimination |
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(7,641 |
) |
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|
(9,824 |
) |
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|
(23,002 |
) |
|
|
(28,019 |
) |
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Total Net Revenue |
$ |
1,362,701 |
|
|
$ |
1,289,094 |
|
|
$ |
3,735,976 |
|
|
$ |
3,724,019 |
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AMERICAN EAGLE OUTFITTERS, INC. |
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STORE INFORMATION |
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(unaudited) |
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13 Weeks Ended |
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39 Weeks Ended |
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|
November 1, 2025 |
|
|
November 1, 2025 |
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Consolidated stores at beginning of period |
|
1,185 |
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|
1,172 |
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Consolidated stores opened during the period |
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|
|
||
AE Brand (1) |
|
3 |
|
|
|
6 |
|
Aerie (incl. OFFL/NE) (2) |
|
5 |
|
|
|
14 |
|
Todd Snyder |
|
— |
|
|
|
4 |
|
Unsubscribed |
|
— |
|
|
|
2 |
|
Consolidated stores closed during the period |
|
|
|
|
|
||
AE Brand (1) |
|
(2 |
) |
|
|
(3 |
) |
Aerie (incl. OFFL/NE) (2) |
|
(1 |
) |
|
|
(5 |
) |
Unsubscribed |
|
— |
|
|
|
— |
|
Total consolidated stores at end of period |
|
1,190 |
|
|
|
1,190 |
|
|
|
|
|
|
|
||
Stores by Brand |
|
|
|
|
|
||
AE Brand (1) |
|
830 |
|
|
|
|
|
Aerie (incl. OFFL/NE) (2) |
|
329 |
|
|
|
|
|
Todd Snyder |
|
23 |
|
|
|
|
|
Unsubscribed |
|
8 |
|
|
|
|
|
Total consolidated stores at end of period |
|
1,190 |
|
|
|
|
|
|
|
|
|
|
|
||
Total gross square footage at end of period (in '000) |
|
7,306 |
|
|
|
7,306 |
|
|
|
|
|
|
|
||
International license locations at end of period (3) |
|
368 |
|
|
|
368 |
|
|
|
|
|
|
|
||
(1) 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. |
|
||||||
(2) Aerie (incl. OFFL/NE) includes Aerie stand alone locations, OFFL/NE stand alone locations, and Aerie/OFFL/NE side-by-side locations. |
|
||||||
(3) International license locations (retail stores and concessions) are not included in the consolidated store data or the total gross square footage calculation. |
|
||||||
GAAP to Non-GAAP Reconciliation |
|
|||||||||||||||
(Dollars in thousands, except per share amounts) |
|
|||||||||||||||
|
|
13 Weeks Ended |
|
|||||||||||||
|
|
November 2, 2024 |
|
|||||||||||||
|
|
Operating Income |
|
|
Provision for Income Taxes |
|
|
Net Income |
|
|
Earnings per Diluted Share |
|
||||
GAAP Basis |
|
$ |
106,089 |
|
|
$ |
28,211 |
|
|
$ |
80,019 |
|
|
$ |
0.41 |
|
% of Revenue |
|
|
8.2 |
% |
|
|
|
|
|
6.2 |
% |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add: Impairment and restructuring charges (1) |
|
$ |
17,561 |
|
|
|
|
|
$ |
12,983 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax effect of the above (2) |
|
|
|
|
$ |
4,578 |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-GAAP Basis |
|
$ |
123,650 |
|
|
$ |
32,789 |
|
|
$ |
93,002 |
|
|
$ |
0.48 |
|
% of Revenue |
|
|
9.6 |
% |
|
|
|
|
|
7.3 |
% |
|
|
|
||
The following footnotes relate to the impairment and restructuring charges recorded in the 13 weeks ended November 2, 2024:
(1) The Company recorded restructuring costs of $10.7 million related to employee severance, as well as impairment and restructuring costs of $6.8 million related to the sale of its Hong Kong retail operations to a third party buyer.
(2) The tax effect of excluded items is the difference between the tax provision calculated on a GAAP basis and an adjusted non-GAAP basis.