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SEC Comment Letter 0000000000-23-010199 to AMERICAN EAGLE OUTFITTERS INC (AEO) (CIK 0000919012) (AEO)

AMERICAN EAGLE OUTFITTERS INC (AEO) (CIK 0000919012)
Date: Sept. 14, 2023 · CIK: 0000919012 · Accession: 0000000000-23-010199

AI Filing Summary & Sentiment

File numbers found in text: 001-33338

Date
September 14, 2023
Author
Not clearly detected
Form
UPLOAD
Company
AMERICAN EAGLE OUTFITTERS INC (AEO) (CIK 0000919012)

Letter

United States securities and exchange commission logo September 14, 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 July 29, 2023 Filed September 6, 2023 Item 2.02 Form 8-K filed September 6, 2023 Response dated September 6, 2023 File No. 001-33338 Dear Jay L. Schottenstein: We have reviewed your September 6, 2023 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our August 1, 2023 letter. Form 10-Q for Fiscal Quarter Ended July 29, 2023 Financial Statements Note 12. Segment Reporting, page 25 1.We read your response to comment 4 and the disclosure revisions you made. Please remove total adjusted operating income, a non-GAAP measure, from your financial statements. Show us your revised disclosure. Refer to Item 10(e)(1)(ii)(C) of Regulation S-K.

FirstName LastNameJay L. Schottenstein Comapany NameAmerican Eagle Outfitters, Inc. September 14, 2023 Page 2 FirstName LastName Jay L. Schottenstein American Eagle Outfitters, Inc. September 14, 2023 Page 2

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 30 2.We read your response to comment 2 and the disclosure revisions you made. In circumstances where there is more than one business reason for a change between periods, please quantify the incremental impact of each individual business reason discussed on the overall change in the line item. For example, when discussing the period over period reasons for changes in each segment's adjusted operating income and general corporate expenses, you do not appear to provide quantification of the business reasons you note or discuss why SG&A costs and depreciation and amortization at the segment level were higher in the current period. Please provide us your revised disclosures. Refer to Item 303 of Regulation S-K. Also, use consistent terminology throughout your filings and refer to each segment's measure of profit as adjusted operating income, like you do in the segment footnote to your financial statements. Item 2.02 Form 8-K filed September 6, 2023 Exhibit 99.1, page 8 3.You present total segment net revenue, total segment adjusted operating income and total adjusted operating income in your Item 2.02 Form 8-K. Please either remove these non- GAAP measures or provide the disclosures required by Item 10(e) of Regulation S-K. Show us your revised disclosure. Refer to Item 10(e) of Regulation S-K and Question 104.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at 202-551-3769 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services

Show Raw Text
United States securities and exchange commission logo
September 14, 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 July 29, 2023
Filed September 6, 2023
Item 2.02 Form 8-K filed September 6, 2023
Response dated September 6, 2023
File No. 001-33338
Dear Jay L. Schottenstein:
            We have reviewed your September 6, 2023 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
August 1, 2023 letter.
Form 10-Q for Fiscal Quarter Ended July 29, 2023
Financial Statements
Note 12. Segment Reporting, page 25
1.We read your response to comment 4 and the disclosure revisions you made.  Please
remove total adjusted operating income, a non-GAAP measure, from your financial
statements.  Show us your revised disclosure.  Refer to Item 10(e)(1)(ii)(C) of Regulation
S-K.

 FirstName LastNameJay L. Schottenstein
 Comapany NameAmerican Eagle Outfitters, Inc.
 September 14, 2023 Page 2
 FirstName LastName
Jay L. Schottenstein
American Eagle Outfitters, Inc.
September 14, 2023
Page 2

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 30
2.We read your response to comment 2 and the disclosure revisions you made.  In
circumstances where there is more than one business reason for a change between periods,
please quantify the incremental impact of each individual business reason discussed on the
overall change in the line item.  For example, when discussing the period over period
reasons for changes in each segment's adjusted operating income and general corporate
expenses, you do not appear to provide quantification of the business reasons you note or
discuss why SG&A costs and depreciation and amortization at the segment level were
higher in the current period.  Please provide us your revised disclosures.  Refer to Item
303 of Regulation S-K.  Also, use consistent terminology throughout your filings and refer
to each segment's measure of profit as adjusted operating income, like you do in the
segment footnote to your financial statements.
Item 2.02 Form 8-K filed September 6, 2023
Exhibit 99.1, page 8
3.You present total segment net revenue, total segment adjusted operating income and total
adjusted operating income in your Item 2.02 Form 8-K.  Please either remove these non-
GAAP measures or provide the disclosures required by Item 10(e) of Regulation S-K.
Show us your revised disclosure.  Refer to Item 10(e) of Regulation S-K and Question
104.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
            You may contact Blaise Rhodes at 202-551-3774 or Rufus Decker at 202-551-3769 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services