American Eagle Outfitters 2011 Annual Report Download

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AMERICAN EAGLE OUTFITTERS INC (AEO)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/15/2012
Filed Period 01/28/2012

Table of contents

  • Page 1
    AMERICAN EAGLE OUTFITTERS INC (AEO) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/15/2012 Filed Period 01/28/2012

  • Page 2
    ... 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 3
    ... Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships...

  • Page 4
    ...retail stores in the U.S. and Canada, and ® online at ae.com . Through our family of brands, American Eagle Outfitters, Inc. offers high quality, on-trend clothing, accessories and personal care products at affordable prices. Our online business, AEO Direct, ships to 77 countries worldwide. As used...

  • Page 5
    ...of payment from our ae.com , aerie.com and 77kids.com customers. We are continuing to focus on the growth of AEO Direct through various initiatives, including improved site efficiency and faster check-out, expansion of sizes and styles, on-line specialty shops and targeted marketing strategies. Real...

  • Page 6
    ... 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 table below shows certain information relating to our historical store growth from continuing operations. Fiscal 2011 Fiscal 2010...

  • Page 7
    Table of Contents Consolidated Store Locations As of January 28, 2012, we operated 1,090 stores in the United States and Canada under the American Eagle Outfitters, aerie and 77kids brands as shown below: United States, including the Commonwealth of Puerto Rico - 994 stores Alabama Alaska Arizona ...

  • Page 8
    ... the severance of our business relationship. In September 2011, we published our first publicly available Corporate Responsibility Report, AE Better World, on our website at www.ae.com. This Report focuses on four key areas of our company: Supply Chain, Environment, Associates and Communities. Where...

  • Page 9
    ... all American Eagle in-store sales events. The AEO Credit Card is accepted at all of our U.S. stores and at ae.com, ® aerie.com and 77kids.com. The AEO Visa Card is accepted in all of our stores and AEO Direct sites as well as merchants worldwide that accept Visa . Customers in our U.S. and Canada...

  • Page 10
    ...countries in which our stores and/or manufacturers are located and/or where our product is shipped. We have registered AMERICAN EAGLE OUTFITTERS and AMERICAN EAGLE with the Canadian Intellectual Property Office. In addition, we tm ® are exclusively licensed in Canada to use AE and AEO in connection...

  • Page 11
    ...they are presented at investor conferences. Certifications As required by the New York Stock Exchange ("NYSE") Corporate Governance Standards Section 303A.12(a), on July 5, 2011 our Chief Executive Officer submitted to the NYSE a certification that he was not aware of any violation by the Company of...

  • Page 12
    ... 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 2012, we plan to open approximately 14 new American Eagle stores in the U.S. and Canada and one 77kids store. Additionally...

  • Page 13
    ... 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. Our reliance on our ability to implement and sustain information technology...

  • Page 14
    ... effect on our reputation, financial condition and on the market price of our common stock. Our ability to obtain and/or maintain our credit facilities We believe that we have sufficient cash flows from operating activities to meet our operating requirements. In addition, the banks participating...

  • Page 15
    ... AEO Direct, aerie and 77kids. We lease a building in Mississauga, Ontario with approximately 294,000 square feet, which houses our Canadian distribution center. The lease expires in 2017. We lease our flagship store in the Times Square area of New York, New York. The 25,000 square foot location has...

  • Page 16
    ... closing prices of the common stock as reported on the NYSE during the periods indicated. Market Price For the Quarters Ended High Low Cash Dividends per Common Share January 28, 2012 October 29, 2011 July 30, 2011 April 30, 2011 January 29, 2011 October 30, 2010 July 31, 2010 May 1, 2010 15...

  • Page 17
    ...filed with the SEC, nor shall such information be incorporated by reference into any future ...points are based on the closing price on the last trading day of the fiscal year indicated. 2/3/07 2/2/08 1/31/09 1/30/10 1/29/11 1/28/12 American Eagle Outfitters, Inc. S&P Midcap 400 Dynamic Retail...

  • Page 18
    ... equity compensation plans and arrangements, divided between plans approved by our stockholders and plans or arrangements not submitted to our stockholders for approval. The information includes the number of shares covered by and the weighted average exercise price of, outstanding options and...

  • Page 19
    ... Financial Statements not included herein. For the Years Ended(1) January 28, January 29, January 30, January 31, February 2, 2012 2011 2010 2009 2008 (In thousands, except per share amounts, ratios and other financial information) Summary of Operations(2) Net sales Comparable store sales...

  • Page 20
    ...20 to 30 American Eagle stores in the United States and Canada during Fiscal 2012; • the planned opening of approximately 31 new franchised American Eagle stores during Fiscal 2012; • the success of aerie by American Eagle and aerie.com; • the success of 77kids by american eagle and 77kids.com...

  • Page 21
    ... to change based on factors beyond our control, as discussed within Part I, Item 1A of this Form 10-K. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statement. Critical Accounting Policies Our Consolidated...

  • Page 22
    ... 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 judgment...

  • Page 23
    ...These stores are returned to the comparable store sales base in the thirteenth month following the remodel. Sales from American Eagle, aerie and 77kids stores are included in comparable store sales. Sales from AEO Direct and franchise stores are not included in comparable store sales. Our management...

  • Page 24
    ... gross profit, our ability to control selling, general and administrative expenses and our level of capital expenditures. Store productivity - Store productivity, including net sales per average square foot, sales per productive hour, average unit retail price ("AUR"), conversion rate, the number of...

  • Page 25
    ... are conducted in one reportable segment, which includes our 911 U.S. and Canadian AE retail stores, 158 aerie by American Eagle retail stores, 21 77kids by american eagle retail stores and AEO Direct, as of January 28, 2012. Comparison of Fiscal 2011 to Fiscal 2010 Net Sales Net sales increased...

  • Page 26
    ... efforts, partially offset by new store growth, variable expense related to the sales increase and a planned investment in advertising contributed to the improvement in the rate. There was $6.9 million of share-based payment expense, consisting of time-based awards, included in selling, general...

  • Page 27
    ...as design costs in cost of sales. Other retailers may exclude a portion of these costs from cost of sales, including them in a line item such as selling, general and administrative expenses. Refer to Note 2 to the Consolidated Financial Statements for a description of our accounting policy regarding...

  • Page 28
    ... from Canada in Fiscal 2009 was a discrete event and has not changed the Company's intention to indefinitely reinvest the earnings of our Canadian subsidiaries to the extent not repatriated. Refer to Note 14 to the Consolidated Financial Statements for additional information regarding our accounting...

  • Page 29
    ... used in measuring fair value. The tiers include: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices...

  • Page 30
    ...basis points) would not result in a material change to the valuation. The fair value of the ARS Call Option described in Note 3 to the Consolidated Financial Statements was also estimated using a discounted cash flow model. The model considered potential changes in yields for securities with similar...

  • Page 31
    ... cash will also include further development of the aerie and 77kids brands. Our growth strategy includes internally developing new brands and the possibility of further international expansion or acquisitions. We periodically consider and evaluate these options to support future growth. In the event...

  • Page 32
    ... stores, information technology and investments in ecommerce. New store growth is primarily related to outlet centers, which are among our most productive format. Additionally, we plan to remodel and refurbish approximately 100 AE stores with average operating results above the chain average. Credit...

  • Page 33
    ... quarterly cash dividend of $0.11 per share, payable on April 9, 2012 to stockholders of record at the close of business on March 26, 2012. The payment of future dividends is at the discretion of our Board and is based on future earnings, cash flow, financial condition, capital requirements, changes...

  • Page 34
    ... 2 of the Consolidated Financial Statements. Certain Relationships and Related Party Transactions Refer to Part III, Item 13 of this Form 10-K for information regarding related party transactions. Impact of Inflation Increases in the price of raw materials used in the manufacture of merchandise we...

  • Page 35
    Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated ...

  • Page 36
    ... responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan...

  • Page 37
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED BALANCE SHEETS January 28, January 29, 2012 2011 (In thousands, except per share amounts) Assets Current assets: Cash and cash equivalents Short-term investments Merchandise inventory Accounts receivable Prepaid expenses and other ...

  • Page 38
    ... Contents AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended January 28, January 29, January 30, 2012 2011 2010 (In thousands, except per share amounts) Net sales Cost of sales, including certain buying, occupancy and warehousing expenses Gross profit Selling...

  • Page 39
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended January 28, 2012 January 29, 2011 (In thousands) January 30, 2010 Net income Other... 15,781 11,234 31,227 $ 151,881 $ 200,249 Refer to Notes to Consolidated Financial Statements 37

  • Page 40
    ...30, 2010 Stock awards Repurchase of common stock as part of publicly announced programs Repurchase of common stock from employees Reissuance of treasury stock Net income Other comprehensive income, net of tax Cash dividends and dividend equivalents ($0.93 per share) Balance at January 29, 2011 Stock...

  • Page 41
    ...employees Net proceeds from stock options exercised Excess tax benefit from share-based payments Cash used to net settle equity awards Cash dividends paid Net cash used for financing activities from continuing operations Effect of exchange rates on cash Cash flows of discontinued operations Net cash...

  • Page 42
    39

  • Page 43
    ... during Fiscal 2010. Founded in 1977, American Eagle Outfitters is a leading apparel and accessories retailer that operates more than 1,000 retail stores in the U.S. and Canada, and online at ae.com. Through its family of brands, the Company offers high quality, on-trend clothing, accessories and...

  • Page 44
    ...date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, our management reviews its estimates based on currently available information. Changes in facts and circumstances may...

  • Page 45
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As of January 28, 2012, long-term investments include the Company's ARS Call Option related to investment sales during Fiscal 2010. Long-term investments are included within other assets on ...

  • Page 46
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) ticketed price. Such markdowns may have a material adverse impact on earnings, depending on the extent and amount of inventory affected. The Company also estimates a shrinkage reserve for the ...

  • Page 47
    ... procedures. Once a customer is approved to receive the AEO Visa Card or the AEO Credit Card and the card is activated, the customer is eligible to participate in the credit card rewards program. Customers who make purchases at AE, aerie and 77kids earn discounts in the form of savings certificates...

  • Page 48
    ...AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Points earned under the credit card rewards program on purchases at AE, aerie and 77kids are accounted for by analogy to ASC 605-25, Revenue Recognition, Multiple Element Arrangements ("ASC 605-25"). The Company...

  • Page 49
    ...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 50
    ... advertising expense during Fiscal 2011, Fiscal 2010 and Fiscal 2009, respectively. Design Costs The Company has certain design costs, including compensation, rent, depreciation, travel, supplies and samples, which are included in cost of sales as the respective inventory is sold. Store Pre-Opening...

  • Page 51
    ...280, Segment Reporting ("ASC 280"), the Company has identified four operating segments (American Eagle Brand US and ® ® ® Canadian stores, aerie by American Eagle retail stores, 77kids by american eagle retail stores and AEO Direct) that reflect the basis used internally to review performance and...

  • Page 52
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 3. Cash and Cash Equivalents, Short-term Investments and Long-term Investments The following table summarizes the fair market value of our cash and marketable securities, which are recorded on...

  • Page 53
    ... fair value hierarchy for the Company's financial assets (cash equivalents and investments) measured at fair value on a recurring basis as of January 28, 2012 and January 29, 2011: Fair Value Measurements at January 28, 2012 Quoted Market Prices in Active Markets for Identical Assets Carrying Amount...

  • Page 54
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fair Value Measurements at January 29, 2011 Quoted Market Prices in Active Markets for Identical Assets Carrying Amount (Level 1) Significant Other Observable Inputs (Level 2) (In thousands) ...

  • Page 55
    ... fair value of the Company's stores were determined 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. 52

  • Page 56
    ... Restricted stock awards granted to certain employees under the Company's 2005 Plan are considered participating securities as these employees receive non-forfeitable dividends at the same rate as common stock. There were no participating securities outstanding during Fiscal 2011. During Fiscal 2010...

  • Page 57
    ... AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 6. Accounts Receivable Accounts receivable are comprised of the following: January 28, 2012 (In thousands) January 29, 2011 Franchise receivable Marketing cost reimbursements Gift card receivable Landlord...

  • Page 58
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 8. Intangible Assets Intangible assets include costs to acquire and register the Company's trademark assets. During the Fiscal 2011, the Company purchased $34.2 million of trademark assets ...

  • Page 59
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 10. Leases The Company leases all store premises, some of its office space and certain information technology and office equipment. The store leases generally have initial terms of 10 years ...

  • Page 60
    ... as of January 28, 2012 and January 29, 2011. 12. Share-Based Payments The Company accounts for share-based compensation under the provisions of ASC 718, Compensation - Stock Compensation ("ASC 718"), which requires the Company to measure and recognize compensation expense for all share-based...

  • Page 61
    ... to determine which employees and consultants received awards and the terms and conditions of these awards. The 1999 Plan provided for a grant of 1,875 stock options quarterly (not to be adjusted for stock splits) to each director who is not an officer or employee of the Company starting in August...

  • Page 62
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Stock Option Grants The Company grants both time-based and performance-based stock options under the 2005 Plan. Time-based stock option awards vest over the requisite service period of the ...

  • Page 63
    ... restricted stock awards is based on the closing market price of the Company's common stock on the date of grant. A summary of the activity of the Company's restricted stock is presented in the following tables: Time-Based Restricted Stock Units For the year ended January 28, 2012 Weighted-Average...

  • Page 64
    ... AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 13. Retirement Plan and Employee Stock Purchase Plan The Company maintains a profit sharing and 401(k) plan (the "Retirement Plan"). Under the provisions of the Retirement Plan, full-time employees and...

  • Page 65
    ... of Contents 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 28, 2012 (In thousands) January 29, 2011 Deferred tax assets: Deferred compensation Rent...

  • Page 66
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) As a result of additional tax deductions related to share-based payments, tax benefits have been recognized as contributed capital for Fiscal 2011, Fiscal 2010 and Fiscal 2009 in the amounts ...

  • Page 67
    ... AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) authorities. An IRS examination of the January 2010 federal income tax return is scheduled to be completed in Fiscal 2012. The Company does not anticipate that any adjustments will result in a material change...

  • Page 68
    ...Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 15. Discontinued Operations On March 5, 2010, the Company's Board approved management's recommendation to proceed with the closure of the M+O brand. The Company completed the closure of the M+O stores...

  • Page 69
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 16. Quarterly Financial Information - Unaudited The sum of the quarterly EPS amounts may not equal the full year amount as the computations of the weighted average shares outstanding for each...

  • Page 70
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 17. Subsequent Events On March 2, 2012, the Company entered into a five-year, $150.0 million syndicated, unsecured, revolving credit agreement (the "Credit Agreement"). The primary purpose of...

  • 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
    ...risk that controls may become inadequate 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...

  • Page 73
    ...Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance Information," and "Board Committees" in our Proxy Statement relating to our 2012 Annual Meeting of Stockholders is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION. The information...

  • Page 74
    ..., dated July 18, 2005(15) 2005 Stock Award and Incentive Plan, as amended(16) Employment Agreement between the Registrant and James V. O'Donnell, as amended, dated January 11, 2010(17) Form of Change in Control Agreement dated April 21, 2010(18) Retirement Agreement between the Registrant and Joseph...

  • Page 75
    ...March 2, 2012 among American Eagle Outfitters, Inc. and certain of its subsidiaries as borrowers, each lender from time to time party thereto, and HSBC Bank USA, N.A. as administrative agent for the lenders, and certain other parties and agents(25) Form of Notice of Grant of Stock Options and Option...

  • Page 76
    ...to the Form 8-K dated March 2, 2012, filed March 8, 2012 and incorporated herein by reference. ^ * ** Management contract or compensatory plan or arrangement. Filed herewith. Furnished herewith. (b) Exhibits The exhibits to this report have been filed herewith. (c) Financial Statement Schedules None...

  • Page 77
    ..., the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN EAGLE OUTFITTERS, INC. By: /s/ Robert L. Hanson Robert L. Hanson Chief Executive Officer Dated March 15, 2012 Pursuant to the requirements of the Securities Exchange Act of...

  • Page 78
    .... 77 Hot Metal Street Pittsburgh, PA 15203 (412) 432-3300 Plan: Product ID: 2005A Participant Id Participant Name Effective , you have been granted a non-qualified stock option to buy shares of American Eagle Outfitters, Inc. stock at

  • Page 79
    ... to the Company, Stock Option Administrator, c/o Human Resources, at American Eagle Outfitters, Inc., 77 Hot Metal Street, Pittsburgh, PA 15203, or at such other address as the Company may hereafter designate in writing. Any notice to be given to Employee shall be addressed to Employee at the...

  • Page 80
    ... or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process, other than: (a) by will; (b) by the laws of descent and distribution; or (c) as provided in Section 11(b) of the Plan. 10. Plan Governs. This Notice...

  • Page 81
    Exhibit 10.25 Notice of Grant of Restricted Stock Units and Restricted Stock Units Award Agreement Participant Id Participant Name Plan: Product ID: American Eagle Outfitters, Inc. 77 Hot Metal Street Pittsburgh, PA 15203 2005A Effective (the "Grant Date"), you have been granted...

  • Page 82
    ...the total number of whole RSU's and Additional RSU's previously credited to Employee under this Award multiplied by the dollar amount of the cash dividend paid per share of Common Stock by the Company on such pay date, divided by the Fair Market Value of a share of Common Stock on such pay date. Any...

  • Page 83
    ..., in care of General Counsel, at American Eagle Outfitters, Inc., 77 Hot Metal Street, Pittsburgh, PA 15203, or at such other address as the Company may hereafter designate in writing. Any notice to be given to Employee shall be addressed to Employee at the address set forth on page 1 of this Notice...

  • Page 84
    ...26 Notice of Long Term Incentive Grant of Restricted Stock Units and Long Term Incentive Restricted Stock Units Award Agreement Participant Id Participant Name Plan: Product ID: American Eagle Outfitters, Inc. 77 Hot Metal Street Pittsburgh, PA 15203 2005A Effective (the "Grant...

  • Page 85
    ... in employment affect termination of this award. By signing below, you agree that this award is governed by this Notice and Agreement, and by the terms and conditions contained in the Plan, as amended from time to time, and incorporated into this Notice and Agreement by reference. American Eagle...

  • Page 86
    ...the total number of whole RSU's and Additional RSU's previously credited to Employee under this Award multiplied by the dollar amount of the cash dividend paid per share of Common Stock by the Company on such pay date, divided by the Fair Market Value of a share of Common Stock on such pay date. Any...

  • Page 87
    ..., in care of General Counsel, at American Eagle Outfitters, Inc., 77 Hot Metal Street, Pittsburgh, PA 15203, or at such other address as the Company may hereafter designate in writing. Any notice to be given to Employee shall be addressed to Employee at the address set forth on page 1 of this Notice...

  • Page 88
    ... Services Co., a Delaware Corporation AEO Management Co., a Delaware Corporation AEO Realty Co LLC, a Delaware Limited Liability Company American Eagle Cdn Hold Co., a Delaware Corporation American Eagle Outfitters Asia Limited, a Hong Kong Corporation American Eagle Outfitters Canada Corporation...

  • Page 89
    ... to the consolidated 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 28, 2012. /s/ Pittsburgh, Pennsylvania March 15...

  • Page 90
    ... Power of Attorney 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...

  • Page 91
    ... information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Robert L. Hanson Robert L. Hanson Chief Executive Officer (Principal Executive Officer) March 15, 2012

  • Page 92
    ... management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Joan Holstein Hilson Joan Holstein Hilson Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 15, 2012

  • Page 93
    ... the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert L. Hanson Robert L. Hanson Chief Executive Officer (Principal Executive Officer) March 15, 2012

  • Page 94
    ... information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Joan Holstein Hilson Joan Holstein Hilson Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting...