American Eagle Outfitters 2014 Annual Report Download

Download and view the complete annual report

Please find the complete 2014 American Eagle Outfitters annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 85

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85

Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
OR
Commission File Number: 1-33338
American Eagle Outfitters, Inc.
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code:
(412) 432-3300
Securities registered pursuant to Section 12(b) of the Act:
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 1
NO 3
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 3
NO 1
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 file such reports), and
(2) has been subject to the filing requirements for at the past 90 days. YES 1 NO 3
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 1 NO 3
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. 3
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. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES 3 NO 1
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of August 2, 2014 was
$1,874,117,608.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
195,022,073 Common Shares were outstanding at March 9, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
Part III — Proxy Statement for 2015 Annual Meeting of Stockholders, in part, as indicated.
1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 31, 2015
3
OF THE SECURITIES EXCHANGE ACT OF 1934
Delaware
No. 13
-
2721761
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
77 Hot Metal Street, Pittsburgh, PA
15203
-
2329
(Address of principal executive offices)
(Zip Code)
Common Shares, $0.01 par value
New York Stock Exchange
(Title of class)
(Name of each exchange on which registered)
Large accelerated filer
1
Accelerated filer
3
Non
-
accelerated filer
3
Smaller reporting company
3
(Do not check if a smaller reporting company)

Table of contents

  • Page 1
    ... 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 offices) 15203...

  • Page 2
    ... Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Directors, Executive Officers and Corporate Governance Executive Compensation Security...

  • Page 3
    ... prices. The Company's online business, AEO Direct, ships to 81 countries worldwide. We have company operated stores in the United States, Canada, Mexico, Hong Kong, China and the United Kingdom. American Eagle Outfitters ® and aerie ® merchandise is also available at international store locations...

  • Page 4
    ... markets, AEO Factory stores and aerie side-by-side locations. Also, we will selectively close stores and maintain flexibility within our real estate portfolio through short-term lease extensions. At the end of Fiscal 2014, we operated in all 50 states, Puerto Rico, Canada, Mexico, Hong Kong, China...

  • Page 5
    ... Fiscal 2015. The table below shows certain information relating to our historical store growth from continuing operations. Fiscal 2014 Fiscal 2013 Fiscal 2012 Fiscal 2011 Fiscal 2010 Consolidated stores at beginning of period Consolidated stores opened during the period Consolidated stores closed...

  • Page 6
    ... third party operators to expand our brands internationally. Through these agreements, a series of franchised, licensed or other brand-dedicated American Eagle Outfitters stores have opened and expect to continue to open in areas including Eastern Europe, the Middle East, Central and South America...

  • Page 7
    ... business with us. Once new factories are approved, we continue to review their social compliance performance both through internal audits by our compliance team, and through the use of third-party monitors. We review the outcome of these inspections with factory management with the goal of helping...

  • Page 8
    ... international store and e-commerce growth. We also operate third-party distribution centers in Mexico City, Hong Kong and Shanghai. Additionally, we opened a new 1,000,000 square foot omni-channel distribution center in Hazleton, Pennsylvania in July 2014, and will phase out our distribution center...

  • Page 9
    ...Executive Vice President, Chief Merchandising and Design Officer - American Eagle Outfitters from February 2014 to January 2015. Prior to joining us, Mr. Kessler served as Chief Merchandising Officer at Urban Outfitters, Inc. from October 2011 to November 2013 and as Senior Vice President, Corporate...

  • Page 10
    ...New York Design Center, from April 2009 to June 2012, as Senior Vice President and Chief Supply Chain Officer from May 2006 to April 2009, and in various other positions since joining us in February 2000. Jay L. Schottenstein , age 60, has served as Interim Chief Executive Officer since January 2014...

  • Page 11
    ... performance will depend in part on our ability to rebalance our store fleet and expand and remodel existing stores on a timely and profitable basis. During Fiscal 2015, we plan to open approximately 20 to 25 new American Eagle Outfitters stores primarily in the Factory store format in North 11

  • Page 12
    ... refurbish 25 existing American Eagle Outfitters stores and close approximately 70 stores during Fiscal 2015. Accomplishing our store rebalancing and expansion goals will depend upon a number of factors, including the ability to obtain suitable sites for new and expanded stores at acceptable costs...

  • Page 13
    ... program to audit for compliance with the Code. However, there can be no assurance that all violations can be eliminated in our supply chain. Publicity regarding violation of our Code or other social responsibility standards by any of our vendor factories could adversely affect our reputation, sales...

  • Page 14
    ... into place policies and procedures aimed at ensuring legal and regulatory compliance, our employees, subcontractors, vendors and suppliers could take actions that violate these requirements, which could have a material adverse effect on our reputation, financial condition and on the market price of...

  • Page 15
    ... Pittsburgh, Pennsylvania, we own a 45,000 square foot building, which houses our data center and additional office space and lease an additional location of approximately 18,000 square feet, which is used for storage space. This lease expires in 2015. We opened a new distribution facility in 2014...

  • Page 16
    ... low 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 31, 2015 November 1, 2014 August 2, 2014 May 3, 2014 February 1, 2014 November 2, 2013 August 3, 2013 May 4, 2013 $14...

  • Page 17
    ... points are based on the closing price on the last trading day of the fiscal year indicated. * $100 invested on 1/30/10 in stock or 1/31/10 in index, including reinvestment of dividends. Indexes calculated on month-end basis. 1/30/10 1/29/11 1/28/12 2/2/13 2/1/14 1/31/15 American Eagle Outfitters...

  • Page 18
    ...our repurchases of common stock during the three months ended January 31, 2015. Issuer Purchases of Equity Securities Total Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Programs (1)(3) Maximum Number of Shares that May...

  • Page 19
    ... Short-term debt Long-term debt Stockholders' equity Working capital Current ratio Average return on stockholders' equity Other Financial Information (2) Total stores at year-end Capital expenditures Net sales per average selling square foot(4) Total selling square feet at end of period Net sales...

  • Page 20
    ... stores in the United States and Canada during Fiscal 2015; • the planned opening of approximately 30 new international third party operated American Eagle Outfitters stores during Fiscal 2015; • the success of our core American Eagle Outfitters and aerie brands through our omni-channel outlets...

  • Page 21
    ... 2 to the Consolidated Financial Statements for a complete discussion of our significant accounting policies. Management has reviewed these critical accounting policies and estimates with the Audit Committee of our Board. Revenue Recognition. We record revenue for store sales upon the purchase of...

  • Page 22
    ...value of our stock option awards, we use the Black-Scholes option pricing model, which requires management to apply judgment and make assumptions to determine the fair value of our awards. These assumptions include estimating the length of time employees will retain their vested stock options before...

  • Page 23
    ..., travel, supplies and samples. Buying, occupancy and warehousing costs consist of: 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...

  • Page 24
    ... from impairment charges, fabric charges, corporate and store asset write-offs, employee costs and tax related items. The preceding paragraph contains non-GAAP financial measures ("non-GAAP" or "adjusted"), comprised of earnings per share information excluding non-GAAP items. This financial measure...

  • Page 25
    ... and product liabilities and the discontinuation of the AE Performance line $14.3 million of corporate and store asset write-offs $6.3 million for the write down in value of the Company's corporate jet $4.7 million of employee severance and related costs. $2.8 million from recording an international...

  • Page 26
    ...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 27
    ..., Pennsylvania Distribution Center. Depreciation and Amortization Expense Depreciation and amortization expense increased to $141.2 million from $132.0 million last year, driven by omni-channel and IT investments, new factory and international stores, and the new fulfillment center. As a rate to...

  • Page 28
    ...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 29
    ...effective income tax rate in Fiscal 2013 was primarily due to valuation allowances on foreign losses, an overall decrease in income levels, and a greater benefit for federal and state income tax settlements in 2012. Refer to Note 14 to the Consolidated Financial Statements for additional information...

  • Page 30
    ... new stores and remodeling of existing stores, information technology upgrades, distribution center improvements and expansion, the purchase of short-term investments and the return of value to shareholders through the repurchase of common stock and the payment of dividends. Historically, these uses...

  • Page 31
    ... in the current ratio as of January 31, 2015 compared to February 1, 2014, related primarily to our use of cash for investing and financing activities, offset by net income, net of non-cash adjustments. Investing and financing activities primarily include capital expenditures, sale of available...

  • Page 32
    ... our expansion efforts, stores, information technology upgrades to support growth and investments in e-commerce. New store growth is primarily related to AEO Factory stores, which are among our most productive format, underpenetrated markets and new wholly-owned international locations. Credit...

  • Page 33
    ... 2014, our Board declared a quarterly cash dividend of $0.125 per share, payable on April 22, 2015 to stockholders of record at the close of business on April 8, 2015. The payment of future dividends is at the discretion of our Board and is based on future earnings, cash flow, financial condition...

  • Page 34
    ... are not a party to any off-balance sheet arrangements. Recent Accounting Pronouncements Recent accounting pronouncements are disclosed in Note 2 of the Consolidated Financial Statements. Impact of Inflation Historically, increases in the price of raw materials used in the manufacture of merchandise...

  • Page 35
    ...affected by changes in market interest rates as a result of our short-term investments. If our Fiscal 2014 average yield rate decreases by 10% in Fiscal 2015, our income before taxes will decrease by approximately $0.1 million. Comparatively, if our Fiscal 2013 average yield rate had decreased by 10...

  • Page 36
    ... 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 Statements...

  • Page 37
    ... balance sheets of American Eagle Outfitters, Inc. as of January 31, 2015 and February 1, 2014, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended January 31, 2015. These financial...

  • Page 38
    ... AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED BALANCE SHEETS January 31, 2015 (In thousands, except per share amounts) February 1, 2014 Assets Current assets: Cash and cash equivalents Short-term investments Merchandise inventory Accounts receivable Prepaid expenses and other Deferred income...

  • Page 39
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS January 31, 2015 For the Years Ended February 1, 2014 February 2, 2013 (In thousands, except per share amounts) Total net revenue Cost of sales, including certain buying, occupancy and warehousing expenses ...

  • Page 40
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME January 31, (In thousands) 2015 For the Years Ended February 1, 2014 February 2, 2013 Net income Other comprehensive (loss) income: Foreign currency translation (loss) gain Other comprehensive (loss) ...

  • Page 41
    ... 28, 2012 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 Cash dividends and dividend equivalents ($2.05 per share) Balance at February 2, 2013 Stock awards...

  • Page 42
    ... Changes in assets and liabilities: Merchandise inventory Accounts receivable Prepaid expenses and other Other assets Accounts payable Unredeemed gift cards and gift certificates Deferred lease credits Accrued compensation and payroll taxes Accrued income and other taxes Accrued liabilities Total...

  • Page 43
    ... internationally, online at ae.com and aerie.com and international store locations managed by third-party operators. Through its brands, the Company offers high quality, on-trend clothing, accessories and personal care products at affordable prices. The Company's online business, AEO Direct, ships...

  • Page 44
    ...an ongoing basis, our management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU...

  • Page 45
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Long-term investments are included within other assets on the Company's Consolidated Balance Sheets. As of January 31, 2015 and February 1, 2014, the Company held no long-term investments. ...

  • Page 46
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) individual store level, which is the lowest level at which individual cash flows can be identified. Impairment losses are recorded on long-lived assets used in operations when events and ...

  • Page 47
    ... of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Intangible Assets Intangible assets are recorded on the basis of cost with amortization computed utilizing the straight-line method over the assets' estimated useful lives. The Company's intangible...

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

  • Page 49
    ... and services purchased. Selling, general and administrative expenses do not include compensation, employee benefit expenses and travel for the Company's design, sourcing and importing teams, the Company's buyers and the Company's distribution centers as these amounts are recorded in cost of sales...

  • Page 50
    ... of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Advertising Costs Certain advertising costs, including direct mail, in-store photographs and other promotional costs are expensed when the marketing campaign commences. As of January 31, 2015 and...

  • Page 51
    ...475,802 Amounts represent sales from American Eagle Outfitters and aerie international retail stores, AEO Direct sales that are billed to and/or shipped to foreign countries and international franchise revenue. January 31, (In thousands) 2015 February 1, 2014 Long-lived assets, net: United States...

  • Page 52
    ... 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 the...

  • Page 53
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) In accordance with ASC 820, the following tables represent the fair value hierarchy for the Company's financial assets (cash equivalents and investments) measured at fair value on a recurring ...

  • Page 54
    ... compensation. 6. Accounts Receivable Accounts receivable are comprised of the following: January 31, (In thousands) 2015 February 1, 2014 Franchise and license receivable Merchandise sell-offs and vendor receivables Credit card program receivable Marketing cost reimbursements Gift card receivable...

  • Page 55
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 7. Property and Equipment Property and equipment consists of the following: (In thousands) January 31, 2015 February 1, 2014 Land Buildings Leasehold improvements Fixtures and equipment ...

  • Page 56
    ...by the respective financial institutions. As of January 31, 2015, the Company had outstanding trade letters of credit of $13.7 million. 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...

  • Page 57
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A summary of fixed minimum and contingent rent expense for all operating leases follows: January 31, (In thousands) 2015 For the Years Ended February 1, 2014 February 2, 2013 Store rent: Fixed...

  • Page 58
    ...year. The 2014 Plan allows the Compensation Committee of the Board to determine which employees receive awards and the terms and conditions of the awards that are mandatory under the 2014 Plan. The 2014 Plan provides for grants to directors who are not officers or employees of the Company, which are...

  • Page 59
    ... 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 60
    ...of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A summary of the Company's stock option activity under all plans for Fiscal 2014 follows: For the Year Ended January 31, 2015 WeightedWeightedAverage Remaining Contractual Average Exercise Price Term...

  • Page 61
    ... receive dividend equivalents in the form of additional performance-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award. The grant date fair value of all restricted stock awards is based on the closing market price of the Company...

  • Page 62
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 60 days of service and part-time employees must complete 1,000 hours worked to be eligible. Individuals can decline enrollment or can contribute up to 50% of their salary to the 401(k) plan on ...

  • Page 63
    ...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: (In thousands) January 31, 2015 February 1, 2014 Deferred tax assets: Rent Deferred compensation Foreign...

  • Page 64
    ... AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Significant components of the provision for income taxes from continuing operations were as follows: January 31, (In thousands) 2015 For the Years Ended February 1, 2014 February 2, 2013 Current: Federal...

  • Page 65
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table summarizes the activity related to our unrecognized tax benefits: January 31, (In thousands) 2015 For the Years Ended February 1, 2014 February 2, 2013 Unrecognized tax ...

  • Page 66
    ... AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A reconciliation between the statutory federal income tax rate and the effective income tax rate from continuing operations follows: January 31, 2015 For the Years Ended February 1, 2014 February 2, 2013...

  • Page 67
    ...Charges on the Consolidated Income Statement for Fiscal 2014 are included in the table as follows. For the year ended January 31, 2015 (In thousands) Cash restructuring charges Office space consolidation charges Severance and related employee costs Other corporate items Total restructuring charges...

  • Page 68
    ... Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company also incurred non-cash corporate office and other asset impairment charges of $8.4 million. This charge is included within Loss on Impairment of Assets on the Consolidated Income Statement...

  • Page 69
    Table of Contents AMERICAN EAGLE OUTFITTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fiscal 2013 Quarters Ended November 2, August 3, 2013 2013 (In thousands, except per share amounts) May 4, 2013 February 1, 2014 Total net revenue Gross profit Income from continuing ...

  • Page 70
    ...summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the management of American Eagle Outfitters, Inc. (the "Management"), including our Principal Executive Officer and our Principal Financial Officer, as...

  • Page 71
    ... of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of American Eagle Outfitters, Inc. as of January 31, 2015 and February 1, 2014 and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each...

  • Page 72
    ... Compliance," "Corporate Governance Information," and "Board Committees" in our Proxy Statement relating to our 2015 Annual Meeting of Stockholders is incorporated herein by reference. See also Part I, Item 1 under the caption "Executive Officers of the Registrant." ITEM 11. EXECUTIVE COMPENSATION...

  • Page 73
    ... 6, 2006(12) 2005 Stock Award and Incentive Plan, as amended(13) Form of Change in Control Agreement dated April 21, 2010(14) Form of RSU Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property Agreement(15) Chief Executive Officer Employment Agreement between the Registrant and...

  • Page 74
    Table of Contents Exhibit Number Description 10.23 Credit Agreement, dated December 2, 2014, among American Eagle Outfitters 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, ...

  • Page 75
    ... Exhibit 10.27 to the Form 10-K dated February 1 2014, filed on March 13, 2014 and incorporated herein by reference. (24) Previously filed as Appendix A to the Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders held on May 29, 2014, filed April 14, 2014 and incorporated herein by...

  • Page 76
    Table of Contents ^ * ** 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. 76

  • Page 77
    ..., Attorney-in-Fact 77 Interim Chief Executive Officer, Chairman of the Board of Directors and Director (Principal Executive Officer) Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) Vice President, Controller (Principal Accounting Officer) Director Director...

  • Page 78
    ... Company American Eagle NL Services Co B.V., a Netherlands Limited Liability Company American Eagle Outfitters Asia Limited, a Hong Kong Limited Liability Company American Eagle Outfitters Canada Corporation, a Canadian (Nova Scotia) Unlimited Liability Company American Eagle Outfitters (China...

  • Page 79
    ..., a Hong Kong Limited Liability Company American Eagle Outfitters UK Limited, a United Kingdom Limited Liability Company Blue Heart Enterprises LLC, a Delaware Limited Liability Company Blue Star Imports Ltd., a Delaware Corporation Blue Star Imports, L.P., a Pennsylvania Limited Partnership BSI...

  • Page 80
    ...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 31, 2015. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania March 11, 2015

  • Page 81
    ... J. Spiegel Interim Chief Executive Officer, Chairman of the Board of Directors and Director (Principal Executive Officer) Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) Vice President, Controller (Principal Accounting Officer) Director Director Director...

  • Page 82
    Exhibit 31.1 CERTIFICATIONS I, Jay L. Schottenstein, 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 ...

  • Page 83
    Exhibit 31.2 CERTIFICATIONS I, Mary M. Boland, 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 ...

  • Page 84
    ... with the Annual Report of American Eagle Outfitters, Inc. (the "Company") on Form 10-K for the period ended January 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay L. Schottenstein, Principal Executive Officer of the Company, certify to...

  • Page 85
    ...In connection with the Annual Report of American Eagle Outfitters, Inc. (the "Company") on Form 10-K for the period ended January 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mary M. Boland, Principal Financial Officer of the Company, certify to...