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SEC Comment Letter 0000000000-23-008192 to AMERICAN EAGLE OUTFITTERS INC (AEO) (CIK 0000919012) (AEO)

AMERICAN EAGLE OUTFITTERS INC (AEO) (CIK 0000919012)
Date: Aug. 1, 2023 · CIK: 0000919012 · Accession: 0000000000-23-008192

AI Filing Summary & Sentiment

File numbers found in text: 001-33338

Date
August 1, 2023
Author
Not clearly detected
Form
UPLOAD
Company
AMERICAN EAGLE OUTFITTERS INC (AEO) (CIK 0000919012)

Letter

United States securities and exchange commission logo August 1, 2023 Jay L. Schottenstein Chief Executive Officer, Chairman of the Board and Director American Eagle Outfitters, Inc. 77 Hot Metal Street Pittsburgh, PA 15203 Re:American Eagle Outfitters, Inc. Form 10-K for Fiscal Year Ended January 28, 2023 Filed March 13, 2023 Form 10-Q for Fiscal Quarter Ended April 29, 2023 Filed May 25, 2023 Item 2.02 Form 8-K filed May 24, 2023 File No. 001-33338 Dear Jay L. Schottenstein: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended January 28, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Non-GAAP Information, page 36 1.For your reconciliations of adjusted net income and adjusted earnings per diluted share, please present the income tax impact attributable to your non-GAAP adjustments as a separate adjustment and disclose how it was computed. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Please also address this comment and the ones below in your Forms 10-Q and 8-K, if applicable.

FirstName LastNameJay L. Schottenstein Comapany NameAmerican Eagle Outfitters, Inc. August 1, 2023 Page 2 FirstName LastNameJay L. Schottenstein American Eagle Outfitters, Inc. August 1, 2023 Page 2 Comparison of Fiscal 2022 to Fiscal 2021, page 36 2.You appear to have only limited discussion of your segment revenues. Please disclose the business reasons for the changes between periods in the operating results of each of your segments discussed in Note 16 of your financial statements, as well as the amounts shown in the Corporate and Other column. In circumstances where there is more than one business reason for a change in a line item between periods in your consolidated results or your segment results, please also quantify the incremental impact of each individual business reason discussed on the overall change in the line item. Refer to Item 303 of Regulation S-K. Consolidated Financial Statements Consolidated Statements of Cash Flows, page 49 3.Please present changes in accounts receivable separately in the changes in assets and liabilities section of your cash flows from operating activities. Refer to ASC 230-10-45- 29. Note 16. Segment Reporting, page 71 4.Please disclose in greater detail with quantification for each period presented the types of amounts included in the Corporate and Other column. Refer to paragraphs 50-15, 50- 29(b), 50-30(b) and 50-31 of ASC 280-10-50. Item 2.02 Form 8-K filed May 24, 2023 Exhibit 99.1, page 1 5.Please present the comparable GAAP measure with equal or greater prominence to adjusted operating profit in your headline earnings. Refer to Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Also, disclose in greater detail for each period presented the specific long-lived assets impaired and the facts and circumstances leading to the impairment. Similarly, disclose in greater detail the nature of the employee related costs and other commercial related charges and explain why they are being removed in arriving at your non-GAAP measures. Refer to Item 10(e) of Regulation S-K. Please also address the second part of this comment in your Forms 10-K and 10-Q.

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

FirstName LastNameJay L. Schottenstein Comapany NameAmerican Eagle Outfitters, Inc. August 1, 2023 Page 3 FirstName LastName Jay L. Schottenstein American Eagle Outfitters, Inc. August 1, 2023 Page 3 You may contact Blaise Rhodes at (202) 551-3774 or Rufus Decker at (202) 551-3769 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services

Show Raw Text
United States securities and exchange commission logo
August 1, 2023
Jay L. Schottenstein
Chief Executive Officer, Chairman of the Board and Director
American Eagle Outfitters, Inc.
77 Hot Metal Street
Pittsburgh, PA 15203
Re:American Eagle Outfitters, Inc.
Form 10-K for Fiscal Year Ended January 28, 2023
Filed March 13, 2023
Form 10-Q for Fiscal Quarter Ended April 29, 2023
Filed May 25, 2023
Item 2.02 Form 8-K filed May 24, 2023
File No. 001-33338
Dear Jay L. Schottenstein:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended January 28, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Non-GAAP Information, page 36
1.For your reconciliations of adjusted net income and adjusted earnings per diluted share,
please present the income tax impact attributable to your non-GAAP adjustments as a
separate adjustment and disclose how it was computed.  Refer to Question 102.11 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.  Please also
address this comment and the ones below in your Forms 10-Q and 8-K, if applicable.

 FirstName LastNameJay L. Schottenstein
 Comapany NameAmerican Eagle Outfitters, Inc.
 August 1, 2023 Page 2
 FirstName LastNameJay L. Schottenstein
American Eagle Outfitters, Inc.
August 1, 2023
Page 2
Comparison of Fiscal 2022 to Fiscal 2021, page 36
2.You appear to have only limited discussion of your segment revenues.  Please disclose the
business reasons for the changes between periods in the operating results of each of your
segments discussed in Note 16 of your financial statements, as well as the amounts shown
in the Corporate and Other column.  In circumstances where there is more than one
business reason for a change in a line item between periods in your consolidated results or
your segment results, please also quantify the incremental impact of each individual
business reason discussed on the overall change in the line item.  Refer to Item 303 of
Regulation S-K.
Consolidated Financial Statements
Consolidated Statements of Cash Flows, page 49
3.Please present changes in accounts receivable separately in the changes in assets and
liabilities section of your cash flows from operating activities.  Refer to ASC 230-10-45-
29.
Note 16. Segment Reporting, page 71
4.Please disclose in greater detail with quantification for each period presented the types of
amounts included in the Corporate and Other column.  Refer to paragraphs 50-15, 50-
29(b),  50-30(b) and 50-31 of ASC 280-10-50.
Item 2.02 Form 8-K filed May 24, 2023
Exhibit 99.1, page 1
5.Please present the comparable GAAP measure with equal or greater prominence to
adjusted operating profit in your headline earnings.  Refer to Question 102.10(a) of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.  Also,
disclose in greater detail for each period presented the specific long-lived assets impaired
and the facts and circumstances leading to the impairment.  Similarly, disclose in greater
detail the nature of the employee related costs and other commercial related charges and
explain why they are being removed in arriving at your non-GAAP measures.  Refer to
Item 10(e) of Regulation S-K.  Please also address the second part of this comment in
your Forms 10-K and 10-Q.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJay L. Schottenstein
 Comapany NameAmerican Eagle Outfitters, Inc.
 August 1, 2023 Page 3
 FirstName LastName
Jay L. Schottenstein
American Eagle Outfitters, Inc.
August 1, 2023
Page 3
            You may contact Blaise Rhodes at (202) 551-3774 or Rufus Decker at (202) 551-3769 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services