8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

March 16, 2020

AMERICAN EAGLE OUTFITTERS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-33338	13-2721761
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
77 Hot Metal Street, Pittsburgh, Pennsylvania		15203-2329
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 432-3300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AEO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 7.01Regulation FD Disclosure

On March 17, 2020, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing that it is temporarily closing all of its American Eagle and Aerie stores in the United States and Canada effective close of business on March 17, 2020. This is in response to the continued spread of COVID-19 and the guidance of government and public health officials. The closures will remain in place until at least March 27, 2020.

The Company also announced that it is withdrawing the first-quarter 2020 guidance issued on March 4, 2020, as management expects store closures and the impact of COVID-19 to have a material adverse impact on financial results.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including the accompanying exhibit, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01Other Events

As previously disclosed, on January 30, 2019, the Company entered into asset-based credit facilities (the “Credit Facilities”) evidenced by, among other documents, an amended and restated credit agreement (the “Credit Agreement”), the material terms of which are described in the section entitled “Credit Facilities” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2020, and incorporated herein by reference.

As of February 1, 2020, the Company was in compliance with the terms of the Credit Agreement and had $7.9 million outstanding in stand-by letters of credit. No loans were outstanding under the Credit Facilities as of February 1, 2020 or at any time throughout Fiscal 2019. On March 16, 2020, the Company provided notice to the lender to borrow $330 million under the Credit Facilities. The current interest rate for borrowings under the Credit Facilities is the one month LIBOR, plus an adjusted spread based on leverage as reflected in the Credit Facilities. The Credit Facilities expire January 30, 2024.

The Company elected to draw down available funds from the Credit Facilities to ensure it maintains ample financial flexibility in light of the spread of novel coronavirus (COVID-19). The Company notes that it had sufficient liquidity prior to taking this action, it has no meaningful maturities due until 2024, and there are currently no plans to deploy the drawn-down funds.

This Current Report on Form 8-K (including the Exhibit hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including statements concerning COVID-19, are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended February 1, 2020, and in any subsequently-filed quarterly reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on our website and on the Securities and Exchange Commission’s website (www.sec.gov). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated March 17, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN EAGLE OUTFITTERS, INC.

(Registrant)

Date: March 18, 2020By: /s/ Robert L. Madore

Robert L. Madore

Executive Vice President, Chief Financial Officer

2

EX-99.1

Exhibit 99.1

AEO Inc. Announces COVID-19 Actions

March 17, 2020

Temporarily Closes all American Eagle and Aerie stores across the United States and Canada

PITTSBURGH--(BUSINESS WIRE)-- American Eagle Outfitters, Inc. (NYSE:AEO) today announced that in order to protect its people and communities it is temporarily closing all of its American Eagle and Aerie stores in the United States and Canada effective end of day March 17, 2020. This is in response to the continued spread of COVID-19 and the guidance of government and public health officials. The closures will remain in place until at least March 27, 2020 and all store associates will be compensated for scheduled time during that period. Online shopping via ae.com, aerie.com and through the AE/Aerie app will continue to operate as normal.

“At AEO, above all else—our people come first. With that in mind, we have made the decision to temporarily close our American Eagle and Aerie stores to ensure that we are doing our part to safeguard our communities,” commented Jay Schottenstein, Executive Chairman of the Board and Chief Executive Officer. “The safety and well-being of our associates, customers, and partners around the world remain our priority. I recognize the days ahead will be challenging, but we remain true to the very heart of our purpose—optimism. We will continue to serve our customers with an exceptional experience through our strong digital channel.”

AEO is also taking the following steps to support its associates: working from home; staggered work schedules for in-office requirements to facilitate social distancing; and implementing enhanced sanitization and deep cleaning of operated facilities.

Through the AEO Foundation, the company has established a Relief Fund to provide additional assistance to associates affected by COVID-19.

In addition, AEO announced that it is withdrawing the first quarter 2020 guidance issued on March 4, 2020, as management expects store closures and the impact of COVID-19 to have a material adverse impact on financial results. AEO ended fiscal 2019 with $417 million in cash and short-term investments and no debt and has recently drawn $330 million on its revolving credit facility to further bolster near-term liquidity.

For information and regular updates as AEO continues to assess the rapidly evolving situation, visit www.aeo-inc.com.

About American Eagle Outfitters, Inc..

American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle® and Aerie® brands. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates more than 1,000 stores in the United States, Canada, Mexico and Hong Kong, and ships to 81 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 200 international locations operated by licensees in 25 countries. For more information, please visit www.aeo-inc.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This release and related statements by management contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which represent our expectations or beliefs concerning future events, including statements regarding COVID-19. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on many important factors, some of which may be beyond the company’s control. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," “potential,” and similar expressions may identify forward-looking statements. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise and even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The following factors, in addition to the risks disclosed in Item 1A., Risk Factors, of the company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 and in any subsequently-filed Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission in some cases have affected, and in the future could affect, the company's financial performance and could cause actual results to differ materially from those expressed or implied in any of the forward-looking statements included in this release or otherwise made by management: the risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate customer demand and changing fashion trends and to manage our inventory commensurately; seasonality of our business; our inability to achieve planned store financial performance; our inability to react to raw material cost, labor and energy cost increases; our inability to gain market share in the face of declining shopping center traffic; our inability to respond to changes in e-commerce and leverage omni-channel demands; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; challenges with information technology systems, including safeguarding against security breaches; public health crises (including the COVID-19 pandemic); and changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, which could have a material adverse effect on our business, results of operations and liquidity.

XML

Document And Entity Information	Mar. 16, 2020
Cover [Abstract]
Entity Registrant Name	AMERICAN EAGLE OUTFITTERS, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000919012
Document Period End Date	Mar. 16, 2020
Entity Emerging Growth Company	false
Entity File Number	1-33338
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-2721761
Entity Address, Address Line One	77 Hot Metal Street
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15203-2329
City Area Code	(412)
Local Phone Number	432-3300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, $0.01 par value
Trading Symbol	AEO
Name of each exchange on which registerd	NYSE