AMERICAN EAGLE OUTFITTERS INC

Our uses of cash have historically been for working capital, the construction of new stores and remodeling of existing stores, information technology and e-commerce upgrades and investments, distribution center improvements and expansion, and the return of value to stockholders through the repurchase of common stock and the payment of dividends. Additionally, our uses of cash have included the development of the Aerie brand, investments in technology and omni-channel capabilities, and our international expansion efforts.

Historically, our uses of cash have been funded with cash flows from operations and existing cash on hand. We also maintain an asset-based revolving Credit Facility that allows us to borrow up to $700 million, which will expire in June 2027. As of November 2, 2024, there were no borrowings under the Credit Facility. Refer to Note 8, Long-Term Debt, Net, to the Consolidated Financial Statements included herein for additional information.

As of November 2, 2024, we had approximately $160.2 million in cash and cash equivalents. We expect to be able to fund our future cash requirements through current cash holdings and available liquidity.

The following sets forth certain measures of our liquidity:

The following table sets forth net cash flows in operating, investing, and financing activities for the 39 weeks ended November 2, 2024 and October 28, 2023:

Cash Flows Provided by Operating Activities

Our major source of cash from operations for both periods was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs.

Cash Flows Used for Investing Activities

Investing activities for the 39 weeks ended November 2, 2024 primarily consisted of capital expenditures of $157.7 million, partially offset by the sale of available-for-sale investments of $100.0 million.

Investing activities for the 39 weeks ended October 28, 2023 primarily consisted of capital expenditures of $134.9 million.

Cash Flows Used for Financing Activities

Cash used for financing activities for the 39 weeks ended November 2, 2024 consisted primarily of $130.9 million, including commissions and excise taxes, used for the repurchase of common stock under our publicly announced programs, and $72.6 million for cash dividends paid at a quarterly rate of $0.125 per share.

Cash used for financing activities for the 39 weeks ended October 28, 2023 consisted primarily of $59.1 million for cash dividends paid at a quarterly rate of $0.10 per share and $10.7 million for the repurchase of common stock from employees for the payment of taxes in connection with vesting of share-based payments.

Revolving Credit Facility

In June 2022, we entered into an amended and restated Credit Agreement, which provides senior secured asset-based revolving credit for loans and letters of credit up to $700 million, subject to customary borrowing base limitations. The Credit Facility expires on June 24, 2027.

All obligations under the Credit Facility are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by certain assets of the Company and certain subsidiaries.

As of November 2, 2024, the Company was in compliance with the terms of the Credit Agreement and had no borrowings and $12.0 million outstanding in stand-by letters of credit. As of October 28, 2023, the Company was in compliance with the terms of the Credit Agreement and had no borrowings and $7.7 million outstanding in stand-by letters of credit.

Capital Expenditures for Property and Equipment

For the 39 weeks ended November 2, 2024, capital expenditures totaled $157.7 million. See below for a breakdown of expenditures:

For Fiscal 2024, we expect capital expenditures to be in the range of $225 million to $245 million related to the continued support of our expansion efforts, stores, information technology upgrades to support growth and investments in e-commerce, as well as to support and enhance our supply chain. We expect to be able to fund our capital expenditures through current cash holdings and cash generated from operations.

See below for a breakdown for stores remodeled and new stores opened in the 39 weeks ended November 2, 2024 and October 28, 2023:

(1) American Eagle includes AE stand-alone stores, Aerie side-by-side stores connected to an AE brand location, AE, Aerie, and OFFLINE locations connected as one store, and OFFLINE side-by-side stores connected to an AE brand location.

(2) Aerie includes Aerie stand-alone, OFFLINE stand-alone, and OFFLINE side-by-side stores connected to an Aerie brand location.

Share Repurchases

On February 1, 2024, our Board authorized the public repurchase of 30.0 million shares under a new share repurchase program, which expires on February 3, 2029. During the 39 weeks ended November 2, 2024, there were 6.0 million shares repurchased under this authorization.

During the 39 weeks ended November 2, 2024 and October 28, 2023, we repurchased approximately 0.5 million and 0.8 million shares, respectively, from certain employees at market prices totaling $13.6 million and $10.7 million, respectively. These shares were repurchased for the payment of taxes, in connection with the vesting of share-based payments, as permitted under our equity incentive plans.

The aforementioned repurchased shares have been recorded as treasury stock.

Dividends

During the 13 weeks ended November 2, 2024, our Board declared a quarterly cash dividend of $0.125 per share on September 24, 2024, which was paid on October 30, 2024.

The Company maintains the right to defer the record and payment dates of any declared dividends, depending upon, among other factors, business performance and the macroeconomic environment. The payment of future dividends is at the discretion of our Board and is based on future earnings, cash flow, financial condition, capital requirements, changes inU.S. taxation, and other relevant factors.