American Eagle Outfitters Inc: Form 10-Q for the period ended Nov 2, 2024

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A") is intended to help the reader understand the Company, our operations and our present business environment. This MD&A is provided as a supplement to — and should be read in conjunction with — our MD&A for Fiscal 2023, which can be found in Part II, Item 7 of our Fiscal 2023 Form 10-K.

In addition, the following discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements and should be read in conjunction with these statements and notes thereto.

Introduction

This MD&A is organized as follows:

• Executive Overview
• Key Performance Indicators
• Current Trends and Outlook
• Results of Operations
• Non-GAAP Information
• Liquidity and Capital Resources
• Critical Accounting Estimates

Recent accounting pronouncements that the Company has adopted or is currently evaluating prior to adoption, including the dates of adoption or expected dates of adoption, as applicable, and the anticipated effects on the Company’s audited Consolidated Financial Statements, are included in Note 2, Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements included herein.

Executive Overview

We are a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under our American Eagle® and Aerie® brands.

We have two reportable segments, American Eagle and Aerie. Our Chief Operating Decision Maker (defined as our CEO) analyzes segment results and allocates resources based on adjusted operating income (loss), which is a non-GAAP financial measure. See Note 12, Segment Reporting, of the Notes to the Consolidated Financial Statements included herein for additional information.

Key Performance Indicators

Our management evaluates the following items, which are considered key performance indicators, in assessing our performance:

Comparable Sales — Comparable sales and comparable sales changes provide a measure of sales growth for stores and channels open at least one year over the comparable prior year period. In fiscal years following those with 53 weeks, including Fiscal 2024, the prior year period is shifted by one week to compare similar calendar weeks. A store is included in comparable sales in the 13th month of operation. However, stores that have a gross square footage change of 25% or greater due to a remodel are removed from the comparable sales base but are included in total sales. These stores are returned to the comparable sales base in the 13th month following the remodel. Sales from American Eagle, Aerie, Todd Snyder, and Unsubscribed stores, as well as sales from AEO Direct and other digital channels, are included in total comparable sales. Sales from licensed stores are not included in comparable sales. Individual American Eagle and Aerie brand comparable sales disclosures include sales from stores and AEO Direct.

Omni-Channel Sales Performance – Our management utilizes the following quality of sales metrics in evaluating our omni-channel sales performance: comparable sales, average unit retail price, total transactions, units per transaction, and consolidated comparable traffic. We include these metrics in our discussion within this MD&A when we believe that they enhance the understanding of the matter being discussed. Investors may find them useful as such. Each of these metrics is defined as follows (except comparable sales, which is defined separately above):

• Average unit retail price represents the selling price of our goods. It is the cumulative net sales divided by the net units sold for a period of time.
• Total transactions represents the count of customer transactions over a period of time (inclusive of Company-owned stores and AEO Direct, unless specified otherwise).
• Units per transaction represents the number of units sold divided by total transactions over a period of time (inclusive of Company-owned stores and AEO Direct, unless specified otherwise).
• Consolidated comparable traffic represents visits to our Company-owned stores, limited to those stores that qualify to be included in comparable sales as defined above, including AEO Direct, over a period of time.

Gross Profit — Gross profit measures whether we are optimizing the profitability of our sales. Gross profit is the difference between total net revenue and cost of sales. Cost of sales consists of merchandise costs, including design, sourcing, importing, and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs, Quiet Platforms' costs to service its customers and buying, occupancy and warehousing costs and services. Design costs consist of compensation, rent, depreciation, travel, supplies, and samples.

Buying, occupancy and warehousing costs and services 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 space; freight from our distribution centers to the stores; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operations.

The inability to obtain acceptable levels of sales, initial markups or any significant increase in our use of markdowns could have an adverse effect on our gross consolidated profit and results of operations.

Operating Income — Our management views operating income as a key indicator of our performance. The key drivers of operating income are net revenue, gross profit, our ability to control selling, general and administrative ("SG&A") expenses, and our level of capital expenditures. Operating profit rate is operating profit as a percent of revenue.

Cash Flow and Liquidity — Our management evaluates cash flow from operations and investing and financing activities in determining the sufficiency of our cash position and capital allocation strategies. Cash flow has historically been sufficient to cover our uses of cash. Our management believes that cash flow and liquidity will be sufficient to fund anticipated capital expenditures and working capital requirements for the next twelve months and beyond.

Current Trends and Outlook

Macroeconomic Conditions and Inflation

During Fiscal 2023 and the 39 weeks ended November 2, 2024, our results were negatively impacted by macroeconomic challenges and global inflationary pressures impacting consumer spending behavior, which constrained revenue and increased margin pressure to clear through excess inventory. Given ongoing external uncertainties, we have taken additional actions to improve financial performance, including more operating efficiency initiatives, as described below under "Profit Improvement Program". For further information about the risks associated with global economic conditions and the effect of economic pressures on our business, see "Risk Factors" in Part I, Item 1A of our Fiscal 2023 Form 10-K.

Omni-Channel and Digital Capabilities

We sell merchandise through our digital channels, www.ae.com (http://www.ae.com), www.aerie.com (http://www.aerie.com), and our AEO apps, both domestically and internationally in approximately 80 countries. We also sell AE brand and Aerie brand merchandise on various international online marketplaces. We offer Todd Snyder and Unsubscribed brand products online at www.toddsnyder.com (http://www.toddsnyder.com) and www.unsubscribed.com (http://www.unsubscribed.com), respectively. The digital channels reinforce each particular brand and are designed to complement the in-store experience.

Over the past several years, we have invested in building our technologies and digital capabilities. We focused our investments in three key areas: making significant advances in mobile technology, investing in digital marketing and improving the digital customer experience.

Profit Improvement Program

We launched our profit improvement program, "Powering Profitable Growth," during Fiscal 2023, which focused on a comprehensive review of our cost structure. Early actions focused on the components of gross margin and contributed to margin expansion in Fiscal 2023. Other significant work streams have been identified, actioned and incorporated into our Fiscal 2024 plans. The results of these initiatives are expected to yield gross margin expansion, as well as SG&A and depreciation leverage, resulting in an improved operating profit rate. Through the third quarter of Fiscal 2024, we saw expansion of our gross profit rate of 60 basis points and expansion of our operating rate of 170 basis points in comparison to the 39 weeks ended October 28, 2023, primarily as a result of our initiatives.

Results of Operations

The third quarter of Fiscal 2024 showed continued progress on our "Powering Profitable Growth" plan, marked by the three strategic priorities. Compared to the third quarter of Fiscal 2023:

• Total revenue decreased 1% to $1.289 billion from $1.301 billion, which included an approximately $45 million headwind from the shifted 2024 retail calendar. Comparable sales increased 3%.
• Operating income decreased $19 million, or 15% year over year including approximately $20 million negative impact from the retail calendar shift. Adjusted operating income, which excludes $18 million from the impairment, restructuring, and other charges decreased $2 million to prior year.

Diluted earnings per share decreased of $0.41, or $0.48 on an adjusted basis, for the 13 weeks ended November 2, 2024 compared to $0.49 for the 13 weeks ended October 28, 2023.

The following tables show the percentage relationship to total net revenue of the listed line items included in our Consolidated Statements of Operations:

(In thousands)

(In thousands)

31

(In thousands)

(In thousands)

The following table shows our consolidated store data for the 13 and 39 weeks ended November 2, 2024 and October 28, 2023:

(1) International licensed/franchise stores are not included in the consolidated store data or the total gross square feet calculation.

As of November 2, 2024, we operated 845 AE retail stores (AE brand stores include 649 AE stand alone locations, 187 AE/Aerie side-by-side locations, four AE/OFFLINE side-by-side locations, and five AE/Aerie/OFFLINE side-by-side locations), and 317 Aerie retail stores (Aerie brand (which includes OFFLINE) stores include 239 Aerie stand alone locations, 41 OFFLINE stand alone locations, and 37 Aerie/OFFLINE side-by-side locations). Additionally, there were 19 Todd Snyder retail locations, and five Unsubscribed locations.

Comparison of the 13 weeks ended November 2, 2024 to the 13 weeks ended October 28, 2023

Total Net Revenue

Total net revenue decreased 1% to $1.289 billion for the 13 weeks ended November 2, 2024, compared to $1.301 billion last year. The shift in the retail calendar negatively impacted revenue by approximately $45 million for the 13 weeks ended November 2, 2024.

Digital revenue increased 6%, and store revenue decreased 4% compared to the 13 weeks ended October 28, 2023. The increase in digital revenue was driven by increased transactions. The decrease in store revenue was primarily attributable to the shift in the retail calendar. Total comparable sales increased by 3%, compared to a 5% increase last year.

(In thousands)

(In thousands)

(In thousands)

American Eagle. The decrease in net revenue was primarily driven by the shift in the retail calendar. Comparable sales increased 3%, driven by increased traffic and transactions across channels.

Aerie. The increase in net revenue was primarily driven by the increase in comparable sales. Aerie comparable sales increased 5%, driven primarily by increased traffic and transactions across channels.

Other. The decrease in net revenue was primarily attributable to planned lower revenue from Quiet Platforms offset by lower intersegment eliminations of this revenue (net reduction of $5 million) due to our change in strategy for this business.

Gross Profit

(In thousands)

(In thousands)

The 3% decrease in gross profit resulted primarily from the impact of the shifted retail calendar on revenue, as well as an $18 million increase in markdowns due to timing of promotional activity in the third quarter of Fiscal 2024. Buying, occupancy and warehousing costs were flat compared to the third quarter of Fiscal 2023.

During the 13 weeks ended November 2, 2024 and October 28, 2023, $2.5 million and $4.5 million, respectively, of share-based payment expense were included in gross profit, representing both time- and performance-based awards.

Our gross profit may not be comparable to that of other retailers, as some retailers include all costs related to their distribution network, as well as design costs in cost of sales and others may exclude a portion of these costs from cost of sales, including them in a line item such as SG&A expenses. Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for a description of our accounting policy regarding cost of sales, including certain buying, occupancy and warehousing expenses.

Selling, General and Administrative Expenses

(In thousands)

(In thousands)

The decrease in expenses was primarily related to:

• lower corporate compensation costs, including a $14 million reduction in performance-based incentive compensation, as well as lower services and maintenance costs; partially offset by
• a $9 million increase in advertising.

There was $3.5 million and $5.4 million of share-based payment expense included in SG&A expenses for the 13 week periods ended November 2, 2024 and October 28, 2023, respectively, comprised of both time- and performance-based awards.

Impairment, Restructuring and Other Charges

(In thousands)

(In thousands)

During the 13 weeks ended November 2, 2024, we recorded $10.7 million of employee severance costs related to corporate restructuring, and $6.8 million of impairment and restructuring costs due to the pending sale of our Hong Kong retail operations. There were no impairment, restructuring, and other charges recorded during the 13 weeks ended October 28, 2023.

Depreciation and Amortization Expense

(In thousands)

(In thousands)

The decrease in depreciation and amortization expense was primarily driven by prior year impairments of definite-lived tangible and intangible assets of Quiet Platforms.

Operating Income

(In thousands)

(In thousands)

(In thousands)

34

The $19 million, or 15% decline in operating income was primarily driven by the $17 million reduction in gross profit discussed above, as well as $18 million of impairment, restructuring and other charges, partially offset by an $11 million reduction in selling, general and administrative expenses and lower depreciation and amortization expense.

American Eagle. The 20% decline was primarily the result of the 3% reduction in revenue as a result of the shifted retail calendar discussed above, as well as an $11 million increase in markdowns, leading to a $31 million, or 8%, decline in gross profit. Additionally SG&A costs increased by $6 million as a result of incremental advertising investments.

Aerie. The 17% increase was primarily the result of the 4% increase in revenue discussed above as well as a $5 million reduction in buying, occupancy, and warehousing costs, partially offset by an increase in SG&A costs of $3 million, primarily driven by store compensation.

General Corporate Expenses. The reduction in expense is primarily due to a $17 million decrease in performance-based incentives and other compensation, as well as decreased depreciation and amortization expense.

Interest (Income), Net

(In thousands)

(In thousands)

The decrease in interest income, net was primarily attributable to a decrease in cash and investment balances outstanding.

Other (Income), Net

(In thousands)

(In thousands)

The decrease in other income, net was primarily attributable to foreign currency fluctuations.

Provision for Income Taxes

(In thousands)

(In thousands)

The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for discrete quarterly events. The effective income tax rate for the 13 weeks ended November 2, 2024 was 26.1% compared to 26.9% for the 13 weeks ended October 28, 2023. The change in the effective tax rate, as compared to the prior period, is primarily due to a change in non-deductible executive compensation and international provisions of the Tax Act.

Net Income

(In thousands)

(In thousands)

Net income per share decreased to $0.41 per diluted share for the 13 weeks ended November 2, 2024, compared to $0.49 per diluted share for the 13 weeks ended October 28, 2023. The decrease in net income was attributable to the factors noted above.

Comparison of the 39 weeks ended November 2, 2024 to the 39 weeks ended October 28, 2023

Total Net Revenue

Total net revenue increased 4% to $3.724 billion for the 39 weeks ended November 2, 2024, compared to $3.583 billion last year. The shift in the retail calendar contributed approximately $26 million to revenue for the 39 weeks ended November 2, 2024. Digital revenue increased 10%, and store revenue increased 2%, driven by increased transaction volume as a result of increased traffic across channels. Total comparable sales increased by 4%, compared to a 1% increase last year.

(In thousands)

(In thousands)

(In thousands)

American Eagle. The increase in net revenue was driven by increased transaction volume in the high single digits as a result of increased traffic across channels. American Eagle comparable sales increased 5%.

Aerie. The increase in net revenue was driven by increased transaction volume as a result of increased traffic across channels. This increase was partially offset by $9 million of incremental revenue from excess end-of-season selloffs, during the 39 weeks ended October 28, 2023, which we did not repeat this year. Aerie comparable sales increased 5%.

Other. The decrease in net revenue was primarily attributable to planned lower revenue from Quiet Platforms offset by lower intersegment eliminations of this revenue (net reduction of $17 million) due to our change in strategy for this business.

Gross Profit

(In thousands)

(In thousands)

The 6% increase in gross profit was primarily driven by an increase of $99 million in merchandise margin year over year due to increased net revenue from both American Eagle and Aerie, partially offset by a $42 million increase in markdowns. Buying, occupancy and warehousing costs increased by $13 million, primarily as a result of the increase in sales volume.

However, as a percentage of net revenue, buying, occupancy, and warehousing costs improved by 40 basis points, driven by rent and digital delivery leverage.

During the 39 weeks ended November 2, 2024 and October 28, 2023, $11.6 million and $15.3 million, respectively, of share-based payment expense were included in gross profit, representing both time- and performance-based awards.

Our gross profit may not be comparable to that of other retailers, as some retailers include all costs related to their distribution network as well as design costs in cost of sales and others may exclude a portion of these costs from cost of sales, including them in a line item such as SG&A expenses. Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for a description of our accounting policy regarding cost of sales, including certain buying, occupancy and warehousing expenses.

Selling, General and Administrative Expenses

(In thousands)

(In thousands)

The increase in expenses was primarily related to:

• an increase of $19 million in advertising; and
• $16 million of incremental store compensation due to increased wage rates, partially offset by efficiencies in our store labor model.

The increase was partially offset by:

• lower corporate compensation costs, including a $9 million reduction in performance-based incentive compensation.

There was $21.8 million and $19.9 million of share-based payment expense included in SG&A expenses for the 39 week periods ended November 2, 2024 and October 28, 2023, respectively, comprised of both time- and performance-based awards.

Impairment, Restructuring and Other Charges

(In thousands)

(In thousands)

During the 39 weeks ended November 2, 2024, we recorded $10.7 million of employee severance related to corporate restructuring, and $6.8 million of impairment and restructuring costs due to the pending sale of our Hong Kong retail operations. During the 39 weeks ended October 28, 2023, we recorded $21.3 million of impairment, restructuring and other charges related to Quiet Platforms. We recorded $10.8 million of impairment of supply chain technology assets due to insufficient prospective cash flows to support the asset value resulting from the restructuring of Quiet Platforms, $5.6 million of employee severance, and $4.9 million of contract-related charges.

Depreciation and Amortization Expense

(In thousands)

(In thousands)

The decrease in depreciation and amortization expense was primarily driven by prior year impairments of definite-lived tangible and intangible assets of Quiet Platforms.

Operating Income

(In thousands)

(In thousands)

(In thousands)

The increase in operating income was primarily driven by higher gross profit, a reduction in impairment, restructuring, and other charges, and a reduction in depreciation and amortization, partially offset by increased SG&A expenses, all of which are explained in detail above.

American Eagle. The increase was primarily the result of the 4% increase in revenue discussed above, leading to a $27 million, or 3%, increase in gross profit driven by a $44 million increase in merchandise margin, offset by a $7 million increase in buying, occupancy, and warehousing costs from the increased sales volume. The gross profit improvement was partially offset by a $17 million increase in SG&A costs, primarily from incremental advertising and store compensation to arrive at the $13 million increase in operating income.

Aerie. The increase was primarily the result of the 6% increase in revenue discussed above, leading to a $51 million increase in gross profit driven by a $51 million increase in merchandise margin. The gross profit improvement was partially offset by a $22 million increase in SG&A expenses, primarily driven by store compensation and incremental advertising costs to arrive at the $30 million increase in operating income.

General Corporate Expenses. The reduction in expense is primarily due to a $13 million decrease in performance-based incentives and other compensation, an $8 million decrease in depreciation and amortization, and a $4 million decrease in professional services.

Interest (Income), Net

(In thousands)

(In thousands)

The increase in interest (income), net was primarily attributable to increased interest income of $3 million on deposits, no borrowings on our Credit Facility, and the elimination of convertible note interest expense on the 2025 Notes due to their Early Redemption last year.

Other (Income), Net

(In thousands)

(In thousands)

The decrease in other (income), net was primarily attributable to foreign currency fluctuations.

Provision for Income Taxes

(In thousands)

(In thousands)

The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for discrete quarterly events. The effective income tax rate for the 39 weeks ended November 2, 2024 was 23.6% compared to 27.0% for the 39 weeks ended October 28, 2023. The change in the effective tax rate, as compared to the prior period, is primarily due to excess tax benefits on share-based payments and tax audit adjustments.

Net Income

(In thousands)

(In thousands)

Net income per share increased to $1.14 per diluted share for the 39 weeks ended November 2, 2024, compared to $0.83 per diluted share, for the 39 weeks ended October 28, 2023. The increase in net income was attributable to the factors noted above.

Non-GAAP Information

The section below includes operating income and net income and net income per diluted share presented on an adjusted or non-GAAP basis, which are non-GAAP financial measures. These financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance when reviewed in conjunction with our GAAP Consolidated Financial Statements and provides a higher degree of transparency. These amounts are not determined in accordance with GAAP and, therefore, should not be used exclusively in evaluating our business and operations. The table below reconciles the GAAP financial measures to the non-GAAP financial measures discussed above for the 13 weeks ended November 2, 2024.

GAAP to Non-GAAP Reconciliation

(Dollars in thousands, except per share amounts)

(1) Refer to Note 14, Impairment, Restructuring and Other Charges, to the Consolidated Financial Statements included herein for additional information.

(2) The tax effect of excluded items is the difference between the tax provision calculated on a GAAP basis and on a non-GAAP basis.

There were no impairment, restructuring, and other charges recorded for the 13 weeks ended October 29, 2023.

For the 39 weeks ended November 2, 2024, the table below reconciles the GAAP financial measures to the non-GAAP financial measures:

GAAP to Non-GAAP Reconciliation

(Dollars in thousands, except per share amounts)

(1) Refer to Note 14, Impairment, Restructuring and Other Charges, to the Consolidated Financial Statements included herein for additional information.

(2) The tax effect of excluded items is the difference between the tax provision calculated on a GAAP basis and on a non-GAAP basis.

For the 39 weeks ended October 28, 2023, the table below reconciles the GAAP financial measures to the non-GAAP financial measures:

GAAP to Non-GAAP Reconciliation

(Dollars in thousands, except per share amounts)

(1) Refer to Note 14, Impairment, Restructuring and Other Charges, to the Consolidated Financial Statements included herein for additional information.

(2) The tax effect of excluded items is the difference between the tax provision calculated on a GAAP basis and on a non-GAAP basis.

International Operations

We have agreements with multiple third-party operators to expand our brands internationally. Our international licensing partners acquire the right to sell, promote, market, and/or distribute various categories of our products in a given geographic area and to source products from us. International licensees' rights include the right to own and operate retail stores and may include rights to sell in wholesale markets, shop-in-shop concessions and rights to operate online marketplace businesses. As of November 2, 2024, our international licensing partners operated in 310 licensed retail stores and concessions, as well as wholesale markets, online brand sites, and online marketplaces in approximately 30 countries.

As of November 2, 2024, we had 103 Company-owned stores in Canada, 85 in Mexico, 13 in Hong Kong, and seven in Puerto Rico. Refer to Note 14, Impairment, Restructuring and Other Charges, to the Consolidated Financial Statements included herein for additional information regarding Hong Kong retail operations.

Liquidity and Capital Resources

Our uses of cash have historically been for working capital, the construction of new stores and remodeling of existing stores, information technology and e-commerce upgrades and investments, distribution center improvements and expansion, and the return of value to stockholders through the repurchase of common stock and the payment of dividends. Additionally, our uses of cash have included the development of the Aerie brand, investments in technology and omni-channel capabilities, and our international expansion efforts.

Historically, our uses of cash have been funded with cash flows from operations and existing cash on hand. We also maintain an asset-based revolving Credit Facility that allows us to borrow up to $700 million, which will expire in June 2027. As of November 2, 2024, there were no borrowings under the Credit Facility. Refer to Note 8, Long-Term Debt, Net, to the Consolidated Financial Statements included herein for additional information.

As of November 2, 2024, we had approximately $160.2 million in cash and cash equivalents. We expect to be able to fund our future cash requirements through current cash holdings and available liquidity.

The following sets forth certain measures of our liquidity:

The following table sets forth net cash flows in operating, investing, and financing activities for the 39 weeks ended November 2, 2024 and October 28, 2023:

(In thousands)

Cash Flows Provided by Operating Activities

Our major source of cash from operations for both periods was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs.

Cash Flows Used for Investing Activities

Investing activities for the 39 weeks ended November 2, 2024 primarily consisted of capital expenditures of $157.7 million, partially offset by the sale of available-for-sale investments of $100.0 million.

Investing activities for the 39 weeks ended October 28, 2023 primarily consisted of capital expenditures of $134.9 million.

Cash Flows Used for Financing Activities

Cash used for financing activities for the 39 weeks ended November 2, 2024 consisted primarily of $130.9 million, including commissions and excise taxes, used for the repurchase of common stock under our publicly announced programs, and $72.6 million for cash dividends paid at a quarterly rate of $0.125 per share.

Cash used for financing activities for the 39 weeks ended October 28, 2023 consisted primarily of $59.1 million for cash dividends paid at a quarterly rate of $0.10 per share and $10.7 million for the repurchase of common stock from employees for the payment of taxes in connection with vesting of share-based payments.

Revolving Credit Facility

In June 2022, we entered into an amended and restated Credit Agreement, which provides senior secured asset-based revolving credit for loans and letters of credit up to $700 million, subject to customary borrowing base limitations. The Credit Facility expires on June 24, 2027.

All obligations under the Credit Facility are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by certain assets of the Company and certain subsidiaries.

As of November 2, 2024, the Company was in compliance with the terms of the Credit Agreement and had no borrowings and $12.0 million outstanding in stand-by letters of credit. As of October 28, 2023, the Company was in compliance with the terms of the Credit Agreement and had no borrowings and $7.7 million outstanding in stand-by letters of credit.

Capital Expenditures for Property and Equipment

For the 39 weeks ended November 2, 2024, capital expenditures totaled $157.7 million. See below for a breakdown of expenditures:

(In thousands)

(In thousands)

For Fiscal 2024, we expect capital expenditures to be in the range of $225 million to $245 million related to the continued support of our expansion efforts, stores, information technology upgrades to support growth and investments in e-commerce, as well as to support and enhance our supply chain. We expect to be able to fund our capital expenditures through current cash holdings and cash generated from operations.

See below for a breakdown for stores remodeled and new stores opened in the 39 weeks ended November 2, 2024 and October 28, 2023:

(1) American Eagle includes AE stand-alone stores, Aerie side-by-side stores connected to an AE brand location, AE, Aerie, and OFFLINE locations connected as one store, and OFFLINE side-by-side stores connected to an AE brand location.

(2) Aerie includes Aerie stand-alone, OFFLINE stand-alone, and OFFLINE side-by-side stores connected to an Aerie brand location.

Share Repurchases

On February 1, 2024, our Board authorized the public repurchase of 30.0 million shares under a new share repurchase program, which expires on February 3, 2029. During the 39 weeks ended November 2, 2024, there were 6.0 million shares repurchased under this authorization.

During the 39 weeks ended November 2, 2024 and October 28, 2023, we repurchased approximately 0.5 million and 0.8 million shares, respectively, from certain employees at market prices totaling $13.6 million and $10.7 million, respectively. These shares were repurchased for the payment of taxes, in connection with the vesting of share-based payments, as permitted under our equity incentive plans.

The aforementioned repurchased shares have been recorded as treasury stock.

Dividends

During the 13 weeks ended November 2, 2024, our Board declared a quarterly cash dividend of $0.125 per share on September 24, 2024, which was paid on October 30, 2024.

The Company maintains the right to defer the record and payment dates of any declared dividends, depending upon, among other factors, business performance and the macroeconomic environment. 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 inU.S. taxation, and other relevant factors.

Critical Accounting Estimates

Our critical accounting policies and estimates are described in Part I, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the year ended February 3, 2024, each contained in our Fiscal 2023 Form 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report. The application of our critical accounting policies and estimates may require our management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Our management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

We are exposed to the impact of foreign exchange rate risk primarily through our Canadian and Mexican operations where the functional currency is the Canadian dollar and Mexican peso, respectively. The impact of all other foreign currencies is currently immaterial to our consolidated financial results. An unrealized loss of $10.6 million and $33.5 million is included in accumulated other comprehensive (loss) income during the 13 and 39 weeks ended November 2, 2024, respectively. Our market risk profile as of February 3, 2024 is disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Fiscal 2023 Form 10-K, which is unchanged as of November 2, 2024.

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 Exchange Act, is recorded, processed, 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. ("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, as of November 2, 2024, the Company performed an evaluation 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 Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective in the timely and accurate recording, processing, summarizing, and reporting of material financial and non-financial information within the time periods specified within the SEC’s rules and forms. Our principal executive officer and principal financial officer also concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our Management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Risk factors that affect our business and financial results are discussed within Part I, Item 1A of our Fiscal 2023 Form 10-K. There have been no material changes to our risk factors as disclosed in the Fiscal 2023 Form 10-K.