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)

January 5, 2017

AMERICAN EAGLE OUTFITTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33338	13-2721761
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
77 Hot Metal Street
Pittsburgh, Pennsylvania		15203-2329
(Address of principal executive offices)		(Zip Code)

(412) 432-3300

(Registrant’s telephone number, including area code)

N/A

(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 Instruction 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))

ITEM 2.02. Results of Operations and Financial Condition

The information in this Item 2.02 of Form 8-K, including the accompanying exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

On January 5, 2017, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing fourth quarter 2016 comparable sales to date. A copy of the press release is attached hereto as Exhibit 99.1. Additionally, Management reiterated its fourth quarter earnings guidance in the press release.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1*	Press Release dated January 5, 2017 announcing the Company’s fourth quarter 2016 comparable sales to date

* Such Exhibit is being “furnished” (not filed) pursuant to Item 2.02 of the Current Report on Form 8-K.

SIGNATURE

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 hereunto duly authorized.

	AMERICAN EAGLE OUTFITTERS, INC.
	(Registrant)
Date: January 6, 2017	By:	/s/ Scott Hurd
		Scott Hurd
		Senior Vice President, Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1*	Press Release dated January 5, 2017 announcing the Company’s fourth quarter 2016 comparable sales to date

* Such Exhibit is being “furnished” (not filed) pursuant to Item 2.02 of the Current Report on Form 8-K.

EX-99.1

Exhibit 99.1

PITTSBURGH–January 5, 2017 – American Eagle Outfitters, Inc. (NYSE:AEO) today announced that fourth quarter comparable sales to date are approximately flat. The company continues to expect fourth quarter EPS to be within the range of $0.37 to $0.39 per diluted share, consistent with its previous guidance.

Jay Schottenstein, Chief Executive Officer commented, “The holiday sales season was choppy and highly promotional, but overall, I’m pleased that we are meeting many of our objectives for the quarter. We had a strong Thanksgiving shopping period, and despite traffic weakness in the malls leading into Christmas, our online sales for both American Eagle and Aerie were strong throughout the season. We remain focused on continuing to deliver our key merchandise and operational initiatives, and I’m confident in our prospects as we look ahead to 2017.”

Earnings guidance excludes potential asset impairment and restructuring charges. The company will release fourth quarter and fiscal 2016 results on March 1, 2017 and will host a conference call to review financial results on that date.

ICR Conference

The company also announced that management will present at the 19^th Annual ICR Conference on Tuesday, January 10, 2017 at 10:30 AM EST.

A link to the live webcast will be available on the company’s website, investors.ae.com at approximately 10:15 AM EST on Tuesday, January 10, 2017.

*  *  *  *

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 Outfitters^® and Aerie^® brands. The company operates more than 1,000 stores in the United States, Canada, Mexico, China, Hong Kong and the United Kingdom, and ships to 81 countries worldwide through its websites. American Eagle Outfitters and Aerie merchandise also is available at more than 160 international locations operated by licensees. For more information, please visit www.ae.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which represent our expectations or beliefs concerning future events, including fourth quarter 2016 results. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on factors beyond the company’s control. Such factors include, but are not limited to the risk that the company’s operating, financial and capital plans may not be achieved and the risks described in the Risk Factor Section of the company’s Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. Accordingly, the company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. The company does not undertake to publicly update or revise its forward-looking statements even if future changes make it clear that projected results expressed or implied will not be realized.

CONTACT:	American Eagle Outfitters, Inc.
	Kristen McGraw, 412-432-3300