AMERICAN EAGLE OUTFITTERS INC

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on the views and beliefs of management of American Eagle Outfitters, Inc. (the "Company," "AEO," "we," "us," and "our"), as well as assumptions and estimates made by management. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not intend to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those contained in this Quarterly Report and in the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2024 filed with the Securities and Exchange Commission (the "SEC") on March 15, 2024 (the "Fiscal 2023 Form 10-K") that may not be in the control of management. Our fiscal year is a 52- or 53-week year that ends on the Saturday nearest to January 31. As used herein, "Fiscal 2024" refers to the 52-week period that will end on February 1, 2025. "Fiscal 2023" refers to the 53-week period ended February 3, 2024.

All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. Words such as "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," "potential," and similar expressions may identify forward-looking statements. Our forward-looking statements include, but are not limited to, statements about:

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the planned opening of approximately five to 15 American Eagle stores and approximately 25 to 40 Aerie and OFFLINE stores, which will be a mix of stand-alone and Aerie side-by-sides, during Fiscal 2024;

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the anticipated selection of approximately 80 to 90 American Eagle and Aerie stores in North America for remodeling during Fiscal 2024;

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the potential closure of approximately 10 to 20 American Eagle stores at the expiration of their lease term, primarily in North America, during Fiscal 2024;

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the success of our core American Eagle and Aerie brands through our omni-channel and licensed outlets within North America and internationally;

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the success of our business priorities and strategies;

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the continued validity of our trademarks;

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our performance during the holiday selling season;

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the reduction of operating expenses and capital expenditures, including through our profit improvement program, and impact on our results of operations;

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the accuracy of the estimates and assumptions we make pursuant to our critical accounting policies and estimates;

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the payment of a dividend in future periods;

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our ability to fund our current and long-term cash requirements through current cash holdings and available liquidity, including under our revolving credit facility;

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the possibility that product costs are adversely affected by foreign trade issues (including import tariffs and other trade restrictions imposed by the United States ("U.S."), China or other countries), currency exchange rate fluctuations, increasing prices for raw materials, supply chain issues, political instability or other reasons;

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the possibility of changes in global economic and financial conditions, and resulting impacts on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits;

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the effect of inflation on our business;

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the possibility that we may be required to take additional impairment or other restructuring charges;

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the impact of any macroeconomic or geopolitical conditions; and

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the ability of our distribution centers and stores to maintain adequate staffing to meet increased customer demand.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following:

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the risk that general macroeconomic conditions, including the effect of inflationary economic pressures and other business factors, will continue to negatively impact discretionary consumer spending and adversely impact our revenues and/or margins;

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the risk that foreign policy changes resulting from the presidential and congressional elections in the US and the foreign policy of other jurisdictions in which we conduct business, including threatened and actual changes in tariffs or other trade restrictions, uncertainty regarding international trade agreements, immigration policy, and defense and security policy, could adversely impact our business, our financial condition, and the results of operations;

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the risk that our inability to anticipate and respond to changing consumer preferences and fashion trends and fluctuations in consumer demand in a timely manner could adversely impact our business and results of operations;

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the risk that seasonality may cause sales to fluctuate and negatively impact our results of operations;

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the risks associated with operating in a highly competitive industry, and with facing significant pricing pressures from existing and new competitors;

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the risk that our results could be adversely affected by events beyond our control, such as natural disasters, public health crises, political crises, negative global climate patterns, or other catastrophic events;

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the risk that impairments of goodwill, intangible assets, and other long-lived assets, including impairments relating to our Quiet Platforms business, could adversely impact our profitability;

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the risk that our inability to grow and optimize our digital channels and leverage omni-channel capabilities could adversely impact tour business;

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the risk that failure to define, launch and communicate a brand-relevant customer experience could have a negative impact on our growth and profitability;

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the risk that our inability to execute on our key business priorities could have a negative impact on our growth and profitability;

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the inherent risks of operating in other countries from our current international operations and efforts to further expand internationally;

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the risk that failure to protect our reputation could have a material adverse effect on our brands;

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the risk that failure to manage growth in our omni-channel operations and the resulting impact on our distribution and fulfillment networks may have an adverse effect on our results of operations;

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the risks that our inability to implement and sustain adequate information technology systems could adversely impact our profitability and that the loss or disruption of information technology systems could have a material adverse effect on our business;

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the risks related to our electronic processing of sensitive and confidential personal and business data, including as a result of cyberattacks, data breaches, other security incidents, or disruption of information technology systems or software;

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the risk that our inability to achieve targeted store performance, gain market share in the face of declining shopping center traffic or attract customers to our stores could adversely impact our profitability and our results of operations;

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the risk that failure to properly manage and allocate our inventory could have an adverse effect on our business, sales, margins, financial condition, and results of operations;

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the risks associated with our significant lease obligations and with leasing substantial amounts of space, including future increases in occupancy costs and the need to generate significant cash flow to meet our lease obligations;

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the risks associated with our reliance on key personnel, the loss of whom could have a material adverse effect on our business;

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the risk that increases in labor costs, including wages, could adversely impact our operational results, financial condition and results of operations;

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the risks that the current legal and regulatory environment, or changes to the legal and regulatory environment, could adversely affect our financial condition and results of operations;

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the risk that fluctuations in our tax obligations and effective tax rate could adversely affect us; and

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the risk that the unfavorable outcome of pending or future litigation could have an adverse impact on our business, financial condition and results of operations.