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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.
 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.



FirstName LastNameJay L. Schottenstein                       Sincerely,
Comapany NameAmerican Eagle Outfitters, Inc.
                                                             Division of
Corporation Finance
September 14, 2023 Page 2                                    Office of Trade &
Services
FirstName LastName
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