American Eagle Outfitters, Inc. Form 11-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 11-K

 


 

ANNUAL REPORT

 

PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

x   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

 

For the fiscal year ended December 31, 2003

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

 

For the transition period from              to             

 

Commission File Number: 0-23760

 


 

A. Full title of plan and the address of the plan, if different from that of the issuer named below:

 

THE PROFIT SHARING AND 401(k) PLAN

 

B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:

 

AMERICAN EAGLE OUTFITTERS, INC.

150 Thorn Hill Drive

Warrendale, PA 15086-7528

 


 


Table of Contents

The Profit Sharing and 401(k) Plan

 

Financial Statements as of and for the Years Ended

December 31, 2003

and 2002, Supplemental Schedule for

the Year Ended December 31, 2003

and Report of Independent Registered Public

Accounting Firm

 


Table of Contents

THE PROFIT SHARING AND 401(k) PLAN

 

TABLE OF CONTENTS

 


     Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   1

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001:

    

Statements of Net Assets Available for Plan Benefits

   2

Statement of Changes in Net Assets Available for Plan Benefits

   3

Notes to Financial Statements

   4-6

SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2003:

    

Form 5500 Schedule H, Line 4i, Schedule of Assets

   8

SIGNATURE

   9

 

The following exhibits are being filed herewith:

 

Exhibit No.

 

Description:


23   Consent of Independent Registered Public Accounting Firm


Table of Contents

Deloitte.

 

       

Deloitte & Touche LLP

       

155 East Broad Street

       

Columbus, OH 43215 3611

       

USA

       

Tel: +1 614 221 1000

       

Fax: +l 614 229 4647

       

www.deloitte.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Plan Committee

The Profit Sharing and 40l(k) Plan

 

We have audited the accompanying statements of net assets available for plan benefits of The Profit Sharing and 401(k) Plan (the “plan”) as of December 31, 2003 and 2002, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2003 and 2002, and the related changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2003 financial statements taken as a whole.

 

/s/ Deloitte & Touche LLP

 

June 23, 2004

 

       

Member of

       

Deloitte Touche Tohmatsu


Table of Contents

THE PROFIT SHARING AND 401(k) PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

DECEMBER 31, 2003 AND 2002

 


     2003

   2002

INVESTMENTS—At fair value:

             

Mutual funds

   $ 112,105,470    $ 79,082,321

Common collective fund

     67,938,162      65,896,076

Common stock

     7,347,405      5,198,623
    

  

Total investments—at fair value

     187,391,037      150,177,020

PARTICIPANT LOANS

     9,695,441      9,059,471

RECEIVABLES:

             

Employee contributions

     539,174      515,634

Employer matching contributions

     625,942      327,885

Employer profit sharing contributions

     1,222,367      1,147,505
    

  

Total receivables

     2,387,483      1,991,024
    

  

NET ASSETS AVAILABLE FOR PLAN BENEFITS

   $ 199,473,961    $ 161,227,515
    

  

 

See notes to financial statements.

 

- 2 -


Table of Contents

THE PROFIT SHARING AND 401(k) PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

YEARS ENDED DECEMBER 31, 2003 AND 2002

 


     2003

   2002

 

ADDITIONS TO NET ASSETS:

               

Investment income:

               

Dividends and interest

   $ 3,975,843    $ 4,484,966  

Net realized and unrealized appreciation (depreciation) in fair value of investments

     21,464,678      (24,452,485 )
    

  


Total investment gain (loss)—net

     25,440,521      (19,967,519 )
    

  


Contributions:

               

Employee

     18,675,533      18,481,751  

Employer matching

     10,982,200      10,805,933  

Employer profit sharing

     1,610,230      1,309,866  

Rollovers

     461,955      1,458,713  
    

  


Total contributions

     31,729,918      32,056,263  
    

  


Total additions

     57,170,439      12,088,744  
    

  


DEDUCTIONS FROM NET ASSETS:

               

Distributions to participants

     18,810,637      17,163,434  

Fees

     113,356      95,497  
    

  


Total deductions

     18,923,993      17,258,931  
    

  


NET INCREASE (DECREASE)

     38,246,446      (5,170,187 )

NET ASSETS AVAILABLE FOR PLAN BENEFITS—Beginning of year

     161,227,515      166,397,702  
    

  


NET ASSETS AVAILABLE FOR PLAN BENEFITS—End of year

   $ 199,473,961    $ 161,227,515  
    

  


 

See notes to financial statements.

 

- 3 -


Table of Contents

THE PROFIT SHARING AND 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2003 AND 2002

 


1.   DESCRIPTION OF THE PLAN

 

General—The following description of The Profit Sharing and 401(k) Plan (the “Plan”) is provided for general information only. Interested parties should refer to the Plan document for more complete information.

 

The Plan was adopted by Schottenstein Stores Corporation and affiliated companies (the “Company”) effective August 1, 1989 for the profit sharing provisions of the Plan and effective October 1, 1989 for the 401(k) provisions of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

The Plan is administered by the Company, and all Plan expenses, with the exception of loan fees, are paid by the Company. (“MFS”) Heritage Trust Company is the trustee and asset custodian of the Plan; Lifestyle and Company stock fund assets are in the custody of Reliance Trust Company.

 

Contributions to the Plan—The Plan is a defined contribution plan. Pursuant to the 401(k) feature of the Plan, an eligible employee may contribute up to 30% of his or her cash compensation on a pretax basis, not to exceed $12,000 and $11,000 per participant for the year ended December 31, 2003 and 2002 ($14,000 and $12,000 for participants of at least age 50 for 2003 and 2002, respectively). Effective January 1, 2001 the match formula is as follows:

 

Employee Contribution

  Employer Match

1%   1%
2%   2%
3%   3%
4%   3.5%
5%   4%
6%   4.5%

 

The Company may also elect to make a discretionary profit sharing contribution. Such contributions are allocated to eligible participants, as defined by the Plan, based on the ratio of each participant’s compensation to the total of all eligible participants’ compensation. Total discretionary contributions for 2003 and 2002 were approximately $1,222,000 and $1,147,000 .

 

Investment Options—Participants have the option to direct the investment of their accounts among alternative investment funds selected by the Plan committee. A participant chooses from a number of different mutual and money market fund options. In addition, participants who are employees of Schottenstein Stores Corporation and Retail Ventures, Inc. are able to invest in the stock of Retail Ventures, Inc. and employees of American Eagle Outfitters, Inc. are able to invest in the stock of American Eagle Outfitters, Inc.

 

Eligibility and Vesting—Full-time employees are eligible for participation in the Plan on the first of the month following the completion of 60 days of service, and having attained the age of twenty-one. Part-time employees are eligible after completion of 1,000 hours of service within a year.

 

- 4 -


Table of Contents

Amounts contributed by the participants and earnings thereon are fully vested and nonforfeitable at all times. Amounts contributed by the Company (matching and profit sharing contributions) to a participant’s account and earnings thereon vest at the rate of 25% per year, beginning with the second full year of service. Participants are fully vested at the end of the fifth year of service.

 

Allocation of Investment Income and Forfeitures—Investment income for each fund is allocated to the applicable participants’ accounts based on the ratio of each participant’s account balance to the total of all participants’ account balances in that fund, as defined. Forfeitures have historically been used to offset employer contributions after five consecutive one year service breaks, as defined by the Plan, based on the ratio of each eligible participant’s compensation to the total of all eligible participants’ compensation. The Plan’s forfeitures are immediately available to offset employer contributions.

 

Benefit Payments—Benefits are generally payable upon the participating employee’s retirement, death, disability or termination of employment and are paid as a lump-sum amount.

 

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting—The financial statements are prepared using the accrual basis of accounting.

 

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for plan benefits.

 

Valuation of Investments—Investments are stated at fair value.

 

Unrealized appreciation (depreciation) of assets is based on fair values at year end and fair values at the beginning of the Plan year or cost at the time of purchase during the year. Realized appreciation (depreciation) on sale or redemption of assets is based on the proceeds and the fair value of the assets at the beginning of the Plan year or cost at the time of purchase during the year.

 

Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.

 

Participant Loans—Subject to certain provisions, a participant may borrow from their account balances. The participant executes a promissory note with an interest rate based upon prevailing commercial lending rates. Loan principal and interest are paid over a period in excess of one year as determined by the Plan committee. Principal and interest are paid ratably through payroll deductions. Participant loans are valued at cost which approximates fair value.

 

Reclassifications—Certain reclassifications have been made to the 2002 financial statements to conform to the 2003 presentation.

 

- 5 -


Table of Contents
3.   TAX STATUS

 

The Internal Revenue Service has determined and informed the Company, by a letter dated July 1, 2003, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since the latest determination letter. However, the Plan administrator believes the Plan, as currently designed, is in compliance and is being operated within the applicable requirements of the IRC.

 

4.   INVESTMENTS

 

The fair value of investments, which represent 5% or more of net assets available for Plan benefits, as of December 31, 2003 and 2002, is as follows:

 

     2003

   2002

MFS Institutional Fixed Fund

   $ 67,635,587    $ 65,742,160

Massachusetts Investors Growth Stock Fund

     16,915,859      13,476,284

Reliance Trust Conservative Portfolio

     22,366,600      12,166,014

Reliance Trust Moderate Portfolio

     28,217,411      8,385,493

Reliance Trust Aggressive Portfolio

     13,447,406      6,849,004

 

During 2003 and 2002, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:

 

     2003

   2002

 

Mutual funds

   $ 17,521,501    $ (19,778,197 )

Common stock

     3,943,177      (4,674,288 )
    

  


Total appreciation (depreciation)

   $ 21,464,678    $ (24,452,485 )
    

  


 

5.   PLAN TERMINATION

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

 

6.   RELATED PARTY TRANSACTIONS

 

Certain Plan investments are funds managed by MFS. MFS is the asset custodian of the Plan, and therefore, these transactions qualify as a party in interest. Additionally, as Retail Ventures, Inc. (“RVI”) and American Eagle are affiliated companies, the transactions in the RVI Stock Fund and American Eagle Stock Fund qualify as a party in interest. Participant loans also qualify as a party in interest.

 

* * * * * *

 

- 6 -


Table of Contents

SUPPLEMENTAL SCHEDULE

 

- 7 -


Table of Contents

THE PROFIT SHARING AND 401(k) PLAN

 

FORM 5500 SCHEDULE H, LINE 4i, SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2003

 


Identity of Issuer, Borrowers,

Lessor, or Similar Party


  

Description of Asset


   Number of
Shares


   Fair Value

MUTUAL FUNDS:

                

Reliance Trust Company

   Conservative Option Fund    2,025,281    $ 22,366,600

Reliance Trust Company

   Moderate Option Fund    2,864,392      28,217,411

Reliance Trust Company

   Aggressive Option Fund    1,415,248      13,447,406

PIMCO

   Total Return Fund    546,664      5,854,768

*MFS

   Total Return Fund    215,542      3,254,679

Vanguard

   500 Index Fund    55,302      7,451,348

*MFS

   Massachusetts Investors Trust    37,521      586,073

*MFS

  

Massachusetts Investors
Growth Stock Fund

   1,494,334      16,915,859

*MFS

   Capital Opportunities Fund    49,816      592,813

*MFS

   Emerging Growth Fund    27,863      787,700

Lord Abbett

   Developing Growth Fund    39,356      604,111

American Funds

   New Perspectives Fund    126,254      3,091,971

American Funds

   Europacific Growth Fund    112,596      3,401,514

GUP

   Conservative Portfolio    2,158      21,060

GUP

   Moderate Portfolio    640      5,376

GUP

   Aggressive Portfolio    529      3,844

Ariel

   Ariel Fund    26,051      1,175,420

Delaware

   Trend Fund    86,107      1,623,978

Dreyfus

   Mid-Cap Index    51,652      1,206,584

Armada

   Core Equity Fund    13,076      145,540

Dreyfus

   Small Cap Index    47,643      816,608

MFS

   Value Fund    26,293      534,807
              

Total mutual funds

               112,105,470
              

COMMON COLLECTIVE FUND—

                

*MFS

   Institutional Fixed Fund    67,938,162      67,938,162

COMMON STOCK:

                

Retail Ventures, Inc.

   Common Stock    808,425      3,840,019

American Eagle Outfitters, Inc.

   Common Stock    213,865      3,507,386
              

Total common stock

               7,347,405
              

TOTAL INVESTMENTS—

                

AT FAIR VALUE

               187,391,037

PARTICIPANT LOANS—

                

*Various Participants

  

Outstanding Participants Loans (with interest rates ranging from 5% to 10%, with maturities through 2021)

          9,695,441
              

TOTAL

             $ 197,086,478
              


*   Denotes party-in-interest.

 

- 8 -


Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized.

 

 

    The Profit Sharing and 401(k) Plan

Dated: June 28, 2004

     

/s/ George Dailey


   

By:

 

George Dailey

   

Title:

 

Plan Administrator

 

- 9 -


Table of Contents

The Profit Sharing and 401(k) Plan

Annual Report on Form 11-K

For the Fiscal Year Ended December 31, 2003

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description


23  

Consent of Independent Registered Public Accounting Firm