American Eagle Outfitters 2013 Annual Report Download - page 28

Table of Contents
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in
our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and
communicated to our 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 recognized that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives.
In connection with the preparation of this Quarterly Report on Form 10-Q, as of May 3, 2014, an evaluation was performed under the
supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange
Act). Based upon that evaluation, our Principal Executive Officer and our Principal Financial Officer have concluded that our disclosure controls
and procedures were effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the 13 weeks ended May 3, 2014 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1A. RISK FACTORS.
Risk factors that affect our business and financial results are discussed within Item 1A of our Fiscal 2013 Annual Report on Form 10-K. There
have been no material changes to the disclosures relating to this item from those set forth in our Fiscal 2013 Annual Report on Form 10-K.
Issuer Purchases of Equity Securities
The following table provides information regarding our repurchases of our common stock during the 13 weeks ended May 3, 2014.
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ITEM 4.
CONTROLS AND PROCEDURES.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Period
Total
Number of
Shares
Purchased
Average
Price Paid
Per Share
Shares Purchased as
Part of Publicly
Announced
Programs
Maximum Number of
Shares that May
Yet Be Purchased
Under the Program
(1)
(2)
(1)
(1)(3)
Month #1 (February 2, 2014 through March 1, 2014)
81,222
$
14.53
—
18,400,000
Month #2 (March 2, 2014 through April 5, 2014)
428,281
$
14.21
—
18,400,000
Month #3 (April 6, 2014 through May 3, 2014)
247
$
11.25
—
18,400,000
Total
509,750
$
14.26
—
18,400,000
(1) There were no shares repurchased as part of our publicly announced share repurchase program during the 13 weeks ended May 3, 2014,
and there were 509,750 shares repurchased for the payment of taxes in connection with the vesting of share
-
based payments.
(2)
Average price paid per share excludes any broker commissions paid.
(3)
In January 2013, our Board authorized the repurchase of 20.0 million shares of our common stock. The authorization of the remaining 18.4
million shares that may yet be purchased expires on January 28, 2017.