American Eagle Outfitters 2009 Annual Report Download

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
¥ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 30, 2010
OR
nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-33338
American Eagle Outfitters, Inc.
(Exact name of registrant as specified in its charter)
Delaware No. 13-2721761
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
77 Hot Metal Street, Pittsburgh, PA
(Address of principal executive offices)
15203-2329
(Zip Code)
Registrant’s telephone number, including area code:
(412) 432-3300
Securities registered pursuant to Section 12(b) of the Act:
Common Shares, $0.01 par value New York Stock Exchange
(Title of class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES ¥NO n
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Sections 15(d) of the
Act. YES nNO ¥
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files), and (2) has been subject to the filing requirements for the past
90 days. YES ¥NO n
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). YES nNO n
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. n
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¥Accelerated filer nNon-accelerated filer nSmaller reporting company n
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). YES nNO ¥
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of
August 1, 2009 was $2,583,043,775.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest
practicable date: 209,044,166 Common Shares were outstanding at March 19, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
Part III Proxy Statement for 2010 Annual Meeting of Stockholders, in part, as indicated.

Table of contents

  • Page 1
    ... Number: 1-33338 American Eagle Outfitters, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) No. 13-2721761 (I.R.S. Employer Identification No.) 77 Hot Metal Street, Pittsburgh, PA (Address of principal executive...

  • Page 2
    ..., Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services ...PART...

  • Page 3
    ... the planned closure of M+O. Growth Strategy Our primary growth strategies are focused on the following key areas of opportunity: AE Brand The American Eagle Outfitters» brand targets 15- to 25-year old girls and guys, achieving the perfect combination of American prep and current fashion. Denim is...

  • Page 4
    ... an online-only brand, 77kids by american eagle» ("77kids") offers on-trend, high-quality clothing and accessories for kids ages two to 10. We plan to open five 77kids» brick-and-mortar stores in Fiscal 2010. The brand draws from the strong heritage of American Eagle Outfitters», with a point-of...

  • Page 5
    ...attractive retail locations where we can continue to open American Eagle stores and our other brands in enclosed regional malls, urban areas and lifestyle centers. The tables below show certain information relating to our historical store growth in the U.S. and Canada: Fiscal 2009 Fiscal 2008 Fiscal...

  • Page 6
    ...30, 2010, we operated 1,103 stores in the United States and Canada under the American Eagle Outfitters, aerie and MARTIN+OSA brands as shown below: United States, including the Commonwealth of Puerto Rico - 1,015 stores Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware Florida...

  • Page 7
    ...geographic location, customer demographics and store size. Merchandise is shipped to our stores two to five times per week depending upon the season and store requirements. The expansion of our Kansas distribution center in Fiscal 2007 enabled us to bring fulfillment services for AEO Direct in-house...

  • Page 8
    ... and chain specialty stores, as well as the casual apparel and footwear departments of department stores and discount retailers, primarily on the basis of quality, fashion, service, selection and price. Trademarks and Service Marks We have registered AMERICAN EAGLE OUTFITTERS», AMERICAN EAGLE», AE...

  • Page 9
    ... the number and timing of new store openings, the acceptability of seasonal merchandise offerings, the timing and level of markdowns, store closings and remodels, competitive factors, weather and general economic conditions. Available Information Our Annual Reports on Form 10-K, Quarterly Reports on...

  • Page 10
    ... growth and success will depend in part on our ability to open and operate new stores and expand and remodel existing stores on a timely and profitable basis. During Fiscal 2010, we plan to open 14 new American Eagle stores in the U.S. and Canada, 20 aerie stand-alone stores and five 77kids stores...

  • Page 11
    ...result of this decision, we plan to close all 28 stores and cease all online and corporate operations for the brand in Fiscal 2010. The timing of the store closures is dependent on a number of factors including negotiating third-party agreements, adherence to notification requirements and local laws...

  • Page 12
    ...or more key executive officers ceased to be active in our management. Failure to comply with regulatory requirements As a public company, we are subject to numerous regulatory requirements. Our policies, procedures and internal controls are designed to comply with all applicable laws and regulations...

  • Page 13
    ... of service from our distribution centers or in a large number of our stores; any interruption of our business related to an outbreak of a pandemic disease in a country where we source or market our merchandise; changes in weather patterns; the effects of changes in current exchange rates and...

  • Page 14
    ... near our headquarters, which are used primarily for store and corporate support services, totaling approximately 68,000 square feet. These leases expire with various terms through 2022. We own a 490,000 square foot building located in a suburban area near Pittsburgh, Pennsylvania, which houses...

  • Page 15
    ... employee stock purchase plan, and others holding shares in broker accounts under street name, we estimate the stockholder base at approximately 55,000. For the Quarters Ended Market Price High Low Cash Dividends per Common Share January 30, 2010 ...October 31, 2009 ...August 1, 2009...May 2, 2009...

  • Page 16
    ... all dividends. The plotted points are based on the closing price on the last trading day of the fiscal year indicated. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among American Eagle Outfitters, Inc., The S&P Midcap 400 Index And A Peer Group 400 American Eagle Outfitters, Inc. S&P Midcap 400 300...

  • Page 17
    ...be purchased under the program, the authorization relating to 11.3 million shares expired at the end of Fiscal 2009 and the authorization relating to 30.0 million shares expires at the end of Fiscal 2010. Equity Compensation Plan Table The following table sets forth additional information as of the...

  • Page 18
    ... 3, January 28, 2010 2009 2008 2007 2006 (In thousands, except per share amounts, ratios and other financial information) Summary of Operations Net sales(2)...Comparable store sales (decrease) increase(3)...Gross profit...Gross profit as a percentage of net sales . Operating income(4) ...Operating...

  • Page 19
    ...February 3, January 28, 2010 2009 2008 2007 2006 (In thousands, except per share amounts, ratios and other financial information) Other Financial Information Total stores at year-end ...Capital expenditures ...Net sales per average selling square foot(7)...Total selling square feet at end of period...

  • Page 20
    ... States and Canada during Fiscal 2010; • the planned opening of two new franchised American Eagle stores in the Middle East during Fiscal 2010; • the planned closure of all 28 MARTIN+OSA stores and cessation of all online and corporate operations for the brand in Fiscal 2010; • the success of...

  • Page 21
    ... Company. We review our inventory in order to identify slow-moving merchandise and generally use markdowns to clear merchandise. Additionally, we estimate a markdown reserve for future planned markdowns related to current inventory. If inventory exceeds customer demand for reasons of style, seasonal...

  • Page 22
    ... ("OCI"). Share-Based Payments. We account for share-based payments in accordance with the provisions of ASC 718, Compensation - Stock Compensation ("ASC 718"). To determine the fair value of our stock option awards, we use the Black-Scholes option pricing model, which requires management to apply...

  • Page 23
    ...compensation, employee benefit expenses and travel for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; compensation and supplies...

  • Page 24
    ... segment, which includes our 938 U.S. and Canadian AE retail stores, 137 aerie by American Eagle retail stores, 28 MARTIN+OSA retail stores and AEO Direct, as of January 30, 2010. Comparison of Fiscal 2009 to Fiscal 2008 Net Sales Net sales increased slightly to $2.991 billion from $2.989 billion...

  • Page 25
    ... net sales, selling, general and administrative expenses increased by 60 basis points to 25.2% from 24.6% last year. The higher rate this year is primarily due to incentive compensation of 90 basis points partially offset by improvement in advertising and travel expenses. Share-based payment expense...

  • Page 26
    ... by new store openings and the negative comparable store sales, as well as higher utilities. These increases were partially offset by lower distribution and warehousing service costs due to bringing our AEO Direct fulfillment and Canadian distribution services in-house. Share-based payment expense...

  • Page 27
    ...in Fiscal 2007. The higher rate in Fiscal 2008 is primarily due to the comparable store sales decline, partially offset by an improvement in incentive compensation of 100 basis points. Share-based payment expense included in selling, general and administrative expenses decreased to approximately $14...

  • Page 28
    ... and design. We believe that on-trend merchandise assortments, more frequent flow of new merchandise and strong value offerings should drive sales and earnings growth. We are continuing to control expenses and have planned capital spending below Fiscal 2009. We believe that our current cash holdings...

  • Page 29
    ... of current market conditions. The use of different assumptions would result in a different valuation and related charge. For example, an increase in the recovery period by one year would reduce the fair value of our investment in ARS by approximately $1.4 million. An increase to the discount rate...

  • Page 30
    ...was determined by estimating the amount and timing of net future cash flows and discounting them using a risk-adjusted rate of interest. We estimate future cash flows based on our experience and knowledge of the market in which the store is located. During Fiscal 2009, certain long-lived assets with...

  • Page 31
    ... our future cash requirements through current cash holdings as well as cash generated from operations. In the future, we expect that our uses of cash will also include further development of aerie by American Eagle and 77kids by american eagle. Our growth strategy includes internally developing new...

  • Page 32
    ... infrastructure growth by investing in home office projects including the construction of our corporate headquarters in Pittsburgh, Pennsylvania ($23.5 million), the expansion and improvement of our distribution centers ($12.0 million) and information technology ($11.2 million). For Fiscal 2010, we...

  • Page 33
    ... during each quarter of Fiscal 2009 and Fiscal 2008. Subsequent to the fourth quarter of Fiscal 2009, our Board declared a quarterly cash dividend of $0.10 per share, payable on April 9, 2010, to stockholders of record at the close of business on March 29, 2010. The payment of future dividends is...

  • Page 34
    ... our business and the industry in the future. Additionally, while deflation could positively impact our merchandise costs, it could have an adverse effect on our average unit retail price, resulting in lower sales and profitability. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...

  • Page 35
    ...Financial Statements Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ...Consolidated Statements of Stockholders' Equity ...Consolidated Statements of Cash Flows ...Notes...

  • Page 36
    ... of American Eagle Outfitters, Inc. We have audited the accompanying consolidated balance sheets of American Eagle Outfitters, Inc. (the Company) as of January 30, 2010 and January 31, 2009, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash...

  • Page 37
    AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED BALANCE SHEETS January 30, January 31, 2010 2009 (In thousands, except per share amounts) ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Merchandise inventory ...Accounts receivable ...Prepaid expenses and other ...Deferred...

  • Page 38
    AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended January 30, January 31, February 2, 2010 2009 2008 (In thousands, except per share amounts) Net sales ...$2,990,520 Cost of sales, including certain buying, occupancy and warehousing expenses ...1,832,471 ...

  • Page 39
    AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended January 30, January 31, February 2, 2010 2009 2008 (In ...adjustment for losses realized in net income due to the sale of available-for-sale securities, net of tax...Unrealized (loss) gain on investments...

  • Page 40
    ... per share amounts) Balance at February 3, 2007 ...Adoption of ASC 740 regarding accounting for unrecognized tax benefits ...Balance at February 4, 2007 ...Stock awards ...Repurchase of common stock as part of publicly announced programs ...Repurchase of common stock from employees...Reissuance...

  • Page 41
    ... options exercised ...Excess tax benefit from share-based payments . . Cash dividends paid ...announced ...programs ... Net cash used for financing activities ...Effect of exchange rates on cash ...Net increase in cash and cash equivalents ...Cash and cash equivalents - beginning of period ...Cash...

  • Page 42
    ...("77kids") offers on-trend, high-quality clothing and accessories for kids ages two to 10. The Company plans to open five 77kids» brick-and-mortar stores in Fiscal 2010. The brand draws from the strong heritage of American Eagle Outfitters», with a point-of-view that's thoughtful, playful and real...

  • Page 43
    ...sales attributable to each merchandise group for each of the periods indicated: For the Years Ended January 30, January 31, February 2, 2010 2009 2008 Men's apparel and accessories...Women's apparel and accessories (excluding aerie) ...aerie ...Total ...2. Summary of Significant Accounting Policies...

  • Page 44
    ... annual reporting periods beginning after December 15, 2009, except for the disclosure of activity within Level 3 fair value measurements, which is effective for fiscal years beginning after December 15, 2010, and for interim reporting periods within those years. The Company is currently evaluating...

  • Page 45
    ... merchandise design and sourcing costs and related expenses. The Company records merchandise receipts at the time merchandise is delivered to the foreign shipping port by the manufacturer (FOB port). This is the point at which title and risk of loss transfer to the Company. The Company reviews its...

  • Page 46
    ... compensation plans and trademark costs, net of accumulated amortization. Trademark costs are amortized over five to 15 years. Deferred Lease Credits Deferred lease credits represent the unamortized portion of construction allowances received from landlords related to the Company's retail stores...

  • Page 47
    ...accordance with the Bank's procedures. Once a customer is approved to receive the AE Visa Card and the card is activated, the customer is eligible to participate in the Company's credit card rewards program. Under the rewards program that expired on December 31, 2009, points were earned on purchases...

  • Page 48
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The aforementioned share repurchases have been recorded as treasury stock. Income Taxes The Company calculates income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), which requires the use of the ...

  • Page 49
    ... and administrative expenses consist of compensation and employee benefit expenses, including salaries, incentives and related benefits associated with our stores and corporate headquarters. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home...

  • Page 50
    ... (American Eagle Brand US and Canadian stores, aerie by American Eagle retail stores, MARTIN+OSA retail stores and AEO Direct) that reflect the basis used internally to review performance and allocate resources. All of the operating segments have been aggregated and are presented as one reportable...

  • Page 51
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following tables present summarized geographical information: January 30, 2010 For the Years Ended January 31, February 2, 2009 2008 (In thousands) Net sales: United States ...$2,715,583 Foreign(1) ...274,...

  • Page 52
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) January 31, 2009 Unrealized Unrealized Holding Gains Holding Losses (In thousands) Balance Cash and cash equivalents: Cash ...Money-market ...Total cash and cash equivalents ...Short-term investments: ...

  • Page 53
    ... received 760,000 preferred shares in Fiscal 2008 and an additional 576,000 preferred shares in Fiscal 2009. During the 13 weeks ended May 2, 2009, the Company liquidated all 1.3 million shares for $7.8 million and recorded an incremental loss of $2.7 million. The total realized loss on the sale...

  • Page 54
    ... by little or no market activity and that are significant to the fair value of the assets or liabilities. As of January 30, 2010 and January 31, 2009, the Company held certain assets that are required to be measured at fair value on a recurring basis. These include cash equivalents and short and...

  • Page 55
    ... subjective. They are based on the Company's current judgment and view of current market conditions. The use of different assumptions would result in a different valuation and related charge. As a result of the discounted cash flow analysis for Fiscal 2009, the Company recorded a net recovery of $25...

  • Page 56
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table presents a rollforward of the amount of net impairment loss recognized in earnings related to credit losses: For the Year Ended January 30, 2010 (In thousands) Beginning balance of credit ...

  • Page 57
    ... by estimating the amount and timing of net future cash flows and discounting them using a risk-adjusted rate of interest. The Company estimates future cash flows based on its experience and knowledge of the market in which the store is located. During Fiscal 2009, certain long-lived assets with...

  • Page 58
    ... diluted common share amounts because the number of shares ultimately issued is contingent on the Company's performance compared to pre-established annual performance goals. 6. Accounts Receivable Accounts receivable are comprised of the following: January 30, January 31, 2010 2009 (In thousands...

  • Page 59
    ... average borrowing rate on the demand lines for Fiscal 2009 was 2.5% and the Company has incorporated the outstanding demand line borrowings into working capital. 9. Leases The Company leases all store premises, some of its office space and certain information technology and office equipment. The...

  • Page 60
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The table below summarizes future minimum lease obligations, consisting of fixed minimum rent, under operating leases in effect at January 30, 2010: Fiscal years: Future Minimum Lease Obligations (In thousands)...

  • Page 61
    ... granted to retirement eligible employees, the full compensation cost of an award must be recognized immediately upon grant. Share-based compensation plans 1994 Stock Option Plan On February 10, 1994, the Company's Board adopted the American Eagle Outfitters, Inc. 1994 Stock Option Plan (the "1994...

  • Page 62
    ... options under the 2005 Plan. Time-based stock option awards vest over the requisite service period of the award or to an employee's eligible retirement date, if earlier. Performance-based stock option awards vest over three years and are earned if the Company meets preestablished performance goals...

  • Page 63
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A summary of the Company's stock option activity under all plans for Fiscal 2009 follows: For the Year Ended January 30, 2010 WeightedWeightedAverage Average Remaining Aggregate Exercise Contractual Intrinsic ...

  • Page 64
    ... in accordance with ASC 260-10-45. A summary of the activity of the Company's restricted stock is presented in the following tables. Time-Based Restricted Stock For the Year Ended January 30, 2010 Weighted-Average Grant Date Fair Value Shares Performance-Based Restricted Stock For the Year Ended...

  • Page 65
    ... in expense during Fiscal 2009, Fiscal 2008 and Fiscal 2007, respectively, in connection with the Retirement Plan. The Employee Stock Purchase Plan is a non-qualified plan that covers all full-time employees and part-time employees who are at least 18 years old and have completed 60 days of service...

  • Page 66
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The significant components of the Company's deferred tax assets and liabilities were as follows: January 30, January 31, 2010 2009 (In thousands) Deferred tax assets: Deferred compensation ...Tax credits ......

  • Page 67
    AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Significant components of the provision for income taxes were as follows: For the Years Ended January 30, January 31, February 2, 2010 2009 2008 (In thousands) Current: Federal ...Foreign taxes ...State...Total...

  • Page 68
    ...IRS examination of the July 2008 and January 2009 federal income tax returns is scheduled to begin in the first quarter of Fiscal 2010. The Company does not anticipate that any adjustments will result in a material change to its financial position, results of operations or cash flow. With respect to...

  • Page 69
    ... Company's Board approved management's recommendation to proceed with the closure of the M+O brand. The Company notified employees and issued a press release announcing this decision on March 9, 2010. The decision to take this action resulted from an extensive evaluation of the brand and review of...

  • Page 70
    ... of this decision, the Company plans to close all 28 stores and cease all online and corporate operations of M+O in Fiscal 2010. The timing of the store closures is dependent on a number of factors that include negotiating third-party agreements, adherence to notification requirements and local...

  • Page 71
    ...the management of American Eagle Outfitters, Inc. (the "Management"), including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, Management...

  • Page 72
    ... because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, American Eagle Outfitters, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 30, 2010, based on the COSO...

  • Page 73
    ... and Analysis," "Executive Officer Compensation," and "Information Concerning the Board of Directors" in our Proxy Statement relating to our 2010 Annual Meeting of Stockholders is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED...

  • Page 74
    ..., as amended(7) Management Incentive Plan(8) Employment Agreement between the Registrant and LeAnn Nealz dated March 31, 2004(9) Profit Sharing and 401(k) Plan(10) Employment Agreement between the Registrant and Roger S. Markfield, dated March 21, 2007(11) Deferred Compensation Plan, as amended(12...

  • Page 75
    ... as Appendix A to the Definitive Proxy Statement for the 2003 Annual Meeting of Stockholders held on May 27, 2003, filed April 14,...2008, filed August 29, 2008 and incorporated herein by reference. (22) Previously filed as Exhibit 10.1 to the Form 8-K dated January 13, 2009, filed January 15, 2009...

  • Page 76
    ...the 2009 Annual Meeting of Stockholders held on June 16, 2009, filed May 4, 2009 and incorporated herein by reference. (25) Previously filed as Exhibit 10.1 to the Form 8-K dated January 11, 2010, filed January 12, 2010 and incorporated herein by reference. ^ Management contract of compensatory plan...

  • Page 77
    ... by the undersigned, thereunto duly authorized. AMERICAN EAGLE OUTFITTERS, INC. By: /s/ James V. O'Donnell James V. O'Donnell Chief Executive Officer Dated March 26, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the...

  • Page 78
    ... ULC, a Nova Scotia Corporation American Eagle Cdn Hold Co., a Delaware Corporation American Eagle Outfitters Asia Limited, a Hong Kong Corporation American Eagle Outfitters Canada Corporation, a Canadian Corporation Blue Heart Enterprises LLC, a Delaware Limited Liability Company Blue Star Imports...

  • Page 79
    ... financial statements of American Eagle Outfitters, Inc. and the effectiveness of internal control over financial reporting of American Eagle Outfitters, Inc., included in this Annual Report (Form 10-K) for the year ended January 30, 2010. /s/ Pittsburgh, Pennsylvania March 26, 2010 Ernst & Young...

  • Page 80
    ... Each director and/or officer of American Eagle Outfitters, Inc. (the "Corporation") whose signature appears below hereby appoints Neil Bulman, Jr. or Joan Holstein Hilson as his or her attorneys or either of them individually as his or her attorney, to sign, in his or her name and behalf and in...

  • Page 81
    ... James V. O'Donnell, certify that: 1. I have reviewed this Annual Report on Form 10-K of American Eagle Outfitters, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of...

  • Page 82
    ... Joan Holstein Hilson, certify that: 1. I have reviewed this Annual Report on Form 10-K of American Eagle Outfitters, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light...

  • Page 83
    ... with the Annual Report of American Eagle Outfitters, Inc. (the "Company") on Form 10-K for the period ended January 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James V. O'Donnell, Principal Executive Officer of the Company, certify to...

  • Page 84
    ... with the Annual Report of American Eagle Outfitters, Inc. (the "Company") on Form 10-K for the period ended January 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joan Holstein Hilson, Principal Financial Officer of the Company, certify to...