Greetings, and welcome to the American Eagle Outfitters Second Quarter 2021 Earnings Conference Call. It is now my pleasure to introduce your host, Ms. Judy Meehan. Thank you, ma'am. Please go ahead. Good morning, everyone. Joining me today for our prepared remarks are Jay Schottenstein, Executive Chairman and Chief Executive Officer, Jen Foyle, President, Executive Creative Director for AE and Aerie, Michael Rempell, Chief Operating Officer, and Mike Mathias, Chief Financial Officer. Before we begin today's call, I need to remind you that we will make certain forward-looking statements. These statements are based upon information that represents the company's current expectations or beliefs. The results actually realized may differ materially based on risk factors included in our SEC filings. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Also, please note that during this call and in the accompanying press release, certain financial metrics are presented on both a GAAP and non-GAAP adjusted basis. Reconciliation of adjusted results to the GAAP results are available in the tables attached to the earnings release, which is posted on our corporate website at aeo-inc.com in the investor relations section. Here, you can also find the second quarter investor presentation. As a note, our second quarter fiscal 2021 results are primarily compared to second quarter fiscal 2020, with comparisons to second quarter fiscal 2019 included where applicable. Now I'll turn the call over to Jay. Thank you, Judy, and good morning, everyone. I'm very proud to announce a record second quarter fueled by strong customer demand for our products and brands. Financial results exceeded our expectations. Revenue increased 35% over last year. On a comparable basis, revenue increased 19% to 2019. Sales of $1.2 billion and profits of $168 million were the highest in our history. With our renewed focus entering this year, we are running the business better than ever across the board. As I said in January, we have the best talent in the industry, and these results are clear evidence of that. I'd like to start by thanking the entire AEO family for this significant accomplishment. Your passion, talent, and commitment are taking our brand and company to new heights. As I also said at our January investor meeting, we are on offense, emerging from 2020 with strength and focus. Our Real Power, Real Growth plan is our guiding light. I'm very pleased that we are making swift progress on our pillars, putting us ahead of schedule on our financial targets. Today, the team will take you through the details of our performance, but I'd like to start with a few highlights. Aerie just continues to deliver exceptional multiyear growth. As a brand that's scaling, we are seeing significant profits flow through. This quarter was one more proof point of the excitement behind this brand. I couldn't be more optimistic about the potential ahead as we make our way to the next billion dollars in revenue. American Eagle is simply proving to be a powerful brand we always knew it was. Its dominant market position, combined with a fresh focus on inventory management, have resulted in the best margins and profits in years. Under Jen's leadership, reenergized product and marketing are yielding results, and the timing couldn't be better. As the number one jeans brand, we are well-positioned to capitalize on strong demand fueled by emerging trends. Across channels, stores and digitals are firing on all cylinders and driving meaningful profitability. Our multiyear investment to improve our customer shopping experience and enhance our supply chain are delivering strong returns. We're gaining new customers, and the relaunch of our loyalty program has been a success. Across operations, we are creating efficiencies, increasing our speed and agility. The supply chain delivered great results, even in the face of headwinds. While we made great progress, we are just hitting our stride. I see so much opportunity for us to generate incremental value moving forward. Our focus on ROI is also evident in the second quarter. We drove incredible margin recovery and cash flow. Our balance sheet is healthy, and we're operating from a position of financial strength. I'm pleased that in June, we raised our quarterly cash dividend by 31%, reflecting our confidence in the strength and sustainability of future cash flow. Everything we do at AEO is done with purpose. We run our day-to-day business in keeping with our values to build a better world. To that end, we are making great progress on creating more sustainable products. This year, we have more than doubled the number of our most sustainable Real Good styles across all merchandise categories. Wider energy reduction and responsible sourcing remains top priorities. I am extremely pleased by recent recognition from stopantisemitism.org for our dedication to combat racism by creating an inclusive and diverse corporate culture. This is something we strive for every day through innovative associate programs designed to build a collaborative environment. This spring, we helped raise over $1.7 million for important causes, including Bring Change to Mind and It Gets Better, two organizations that are making an impact to uplift youth and support mental health. I am really proud of all the work we are doing to strengthen belonging within our company and our communities. AEO's top talent is the keystone of our great company. Last month, AEO was named to Fast Company's Best Workplaces for Innovators, a distinction that recognizes our deep commitment to encouraging innovation across the organization. As the pandemic continues, our top priority is to keep our people safe. Our leading health and safety measures remain in place across all facilities. We have consistent communication support and education for our associates and strongly encourage vaccinations. Before I turn it to Jen, I want to reiterate how pleased I am with our performance year-to-date and how excited I am for what's to come. We continue to execute well across all areas of the company. Although the current operating environment is presenting challenges from the ongoing pandemic to supply chain disruption, there's a lot within our control. I'm very pleased with current business trends. We continue to see strong demand for our brands. The macro backdrop is favorable. Consumers are spending, and new fashion trends are a positive. We are focused on leveraging the agility we gained last year and the strength of our capabilities to deliver to our customers approach a strong second half. With all this in mind, I am confident in our ability to achieve operating income of $600 million this year. With that, I'll turn the call over to Jen. Thank you, Jay, and good morning. Wow, what a great quarter. Aerie and AE are two of the biggest brands in the market and are delivering truly exceptional results. We are making incredible progress towards the goals we laid out in January, in fact, well ahead of my expectations. We are attracting new customers, and they are spending more than ever, and I'm happy to see those trends carry into the third quarter. Let me start with Aerie. Our leading brand platform, combined with product that continues to delight and excite our customers, is delivering strong, consistent performance. Revenue in the second quarter rose 34% on top of 32% growth last year. I'm proud to say this marked our 27th consecutive quarter of double-digit growth. Sales metrics were very healthy. Strong demand led to significantly higher full-price sales, and we strategically removed promotions. We are also mixing into higher tickets with higher-margin items. I'm pleased to report broad-based strength across all product categories, which were all up in the double digits. Core intimates, bralettes, and apparel, and swimwear saw strong demand. We continue to gain meaningful market share in swimwear as Aerie is becoming a true destination in the category. In May, we launched our Love the Swim You're In TikTok campaign, highlighting all the ways to rock your Aerie swim. The content was extremely well-received, driving incremental visits and strong conversion. Aerie signature bralettes and leggings are showing incredible growth. I'm also very pleased by the success of our OFFLINE by Aerie, which continues to gain traction. Year-to-date, Aerie's customer file has expanded over 20%. Existing customers are transacting more frequently and spending more. On the marketing front, we continue to focus on giving our customers their own platform in new and innovative ways. We just launched our Real Voices campaign, amplifying the love of our brand and product through our customers' own stories. The campaign has already generated a ton of buzz, generating close to 1 billion impressions in the first week, bringing the Aerie REAL movement to more people than ever before. Market expansion is progressing with 16 new stores across the U.S. and Mexico and our first store in Hong Kong. As Mike will review, we look forward to further growth as we better penetrate existing markets and expand into new ones. The profit unlocked from Aerie's growth has been explosive. I am so proud of what this team has accomplished. Momentum has continued into the fall season as customers embrace our amazing brand and cozy, comfy collection. I'm highly encouraged by our results and excited for our upcoming season. We remain focused on driving consistent double-digit growth and improving profit flow-through. Now, onto American Eagle. I'm absolutely thrilled with the progress we are making. Second quarter results clearly demonstrate the growth and value creation we are looking to unlock. Sales rose 35% compared to 2020, and demand was positive versus 2019. Brand and product updates, along with a laser focus on inventory optimization and promotional discipline, drove strong AUR growth and significant merchandise margin expansion. Operating profit more than tripled and was up over 30% to 2019. We are running the business with a clear agenda to true up brand profitability, excite our customers, and seek further growth. While results to date have been tremendous, we are still early on this journey. AE's position as the denim destination could not be stronger. Our jeans collections continue to deliver great results across genders. We believe the current trends and shifts in silhouette will be a tremendous win for the AE business. In the quarter, our women's business reached new highs, led by ongoing strength in bottoms across both fashion and comfort silhouettes. Growth in the men's business was also strong. Our focus on great outfitting with updated fits and fabrics are certainly resonating. Together, new imagery and messaging, AE remains the number one jean brand within our demographic and the number one women's brand across all ages. It is clear that our customers are choosing AE's new Back-to-School campaign, featuring some of the biggest cultural influencers of the moment, including Chase Stokes and Madison Bailey of Netflix's number one show, "Outer Banks," and TikTok creator, Addison Rae, has already become the most organically viewed video in the history of our brand. We also launched our first digital clothing line on Bitmoji, which I am excited about our fall and holiday collection. Our team has had a lot of fun bringing the AE iconic heritage to life, and I think our customers are really going to love what we're doing. Earlier this year, we welcomed Liz Brunnemer, AE's new Head of Design. She has hit the ground running. The team is energized, and I know we are better positioned than ever to leverage our strong brand position. I want to thank the AE team for springing into action and driving such strong progress in such a short period of time. There is a renewed excitement around AE, and I think we are at the very beginning of a great new chapter. Thanks also to the Aerie team for being rock stars quarter in, quarter out. We have a great slate of talent between these two teams, and I look forward to sharing the results of their amazing work with you in the quarters to come. Demonstrate the power of our brands and strength and agility of our operations. Thanks to our outstanding team of associates and global partners, we were able to successfully navigate through a highly disrupted environment. That we're running our business better than ever. Investments we've made to strengthen our operations, technologies, and overall capabilities are yielding material efficiencies and contributed to our record profit performance. Importantly, I believe these benefits are sustainable, and we're going to continue to build on them over time. Beginning with our laser focus on the customer experience. This spring, it was great to see customers return to stores selling across brands. We saw strength across formats as both our factory outlets and mainline stores saw healthy growth. Our stores team did a terrific job welcoming our customers back and fueling record high conversions. Digital demand also remained very strong, increasing 9% following a 48% increase last year. This channel continues to expand to new heights in both revenue and profitability as we leverage our multi-year investments. Consolidated second quarter digital revenues are approximately $150 million compared to percent of total revenue pandemic. Longer term, we continue to believe that digital is going to represent 50% of our sales. We are continually looking for new technologies to drive better engagement and connect customer shopping experiences across our channels. As consumers reestablish their shopping rhythm post-pandemic, our business model is going to remain flexible in meeting them wherever and however they choose to shop. For example, our mobile sales more than doubled in the quarter as we continue to enhance the customer experience. We're thrilled to see very strong customer data, especially as we head into our key back-to-school season. We have added over 1.5 million new customers across brands since this time last year and over 2 million since 2019. The relaunch of our loyalty program last summer has been extremely successful. Customers in the loyalty program are spending more, they're staying longer, and the average customer spend is up in the double digits. This speaks to the quality of our engagement, our product, our marketing, and the technology enhancements we've made. We still see opportunity for continual improvement, and we're planning to experiment with new and interesting ways to better engage with our customers and to build the loyalty program going forward. As I discussed back in January, transforming our supply chain is a major priority, and the past six months have truly underscored the importance of strong partnerships as well as leading capabilities. We are continuing to prioritize investments in these areas. During the second quarter, our product arrived without major delays and we were able to chase into high demand items. From a logistics standpoint, our hub and spoke model with regional inventory positioning and regional fulfillment is working. It's part of what's fueling efficiencies, allowing us to drive substantially greater sales and margin on far less inventory. We are delivering product to customers faster, and despite industry-wide cost increases, our delivery expense has leveraged as a percent of sales. Needless to say, I believe our supply chain platform truly is a competitive advantage. The investments we've made to date are paying off. As global supply chains continue to be disrupted, this is creating opportunities for us to become even faster, more agile, and more efficient. On that note, I'm excited to share that in the quarter, we acquired AirTerra, an innovative logistics provider. With this acquisition, we are also excited to welcome an experienced leadership team with deep expertise in logistics and a shared passion for rethinking the status quo. We will run AirTerra independently as it supports AEO's business, as well as provide services to other retailers. On the product side, we feel good about our ability to maintain strong margins. Investments in our brands and product over the past several years are supporting our ability to successfully compete in higher ticket products. As we focused on innovation, quality, and value, we have selectively raised prices with very little resistance from our customers. In conjunction with strong inventory management, we have confidence in our ability to sustain high margins and offset inflationary pressures. They are leading to longer delivery times and higher transportation costs. As Jay touched on, we're very focused on the things that are within our control. We are working closely with our partners, and we're moving production wherever possible to minimize disruption. Of course, we also will leverage the significant structural improvements we've made over the past several years, and we believe that we're going to be well positioned during the second half of the year. In closing, I'm very pleased with our performance year -to- date. Our results are outstanding, and our teams are executing really well in all sorts of setting us up to succeed well into the future. With that, I'm going to turn the call over to Mike. Thanks, Michael. Good morning, everyone. I'm pleased to report another record quarter, bringing our year-to-date financial results to an all-time high. Our brands continue to demonstrate incredible momentum, driving substantial profit to the bottom line. As we navigate through macro shifts related to COVID, our success has been fueled by the initiatives outlined in our Real Power, Real Growth plan back in January. Strong focus on our brands and product innovation, inventory and gross margin optimization, and real estate and supply chain initiatives are second quarter revenue of $1.2 billion, operating income of $168 million, and adjusted EPS of $0.60 marked second quarter records for the company. The operating margin of 14.1% was our highest in 13 years. We also saw nice growth across the business compared to the pre-pandemic 2019 period. Consolidated second quarter net revenue increased 35% versus second quarter 2020. On a comparable basis, increased 19% to 2019. The reported revenue increase of 15% included a $40 million benefit to revenue in 2019 from a change in our Japan license agreement. Across brands, sales metrics were favorable. Our average unit retail was up over 20%, led by overall strong demand, higher full price sales, and fewer promotions. This fueled a double-digit increase in our average transaction value. As customers returned to stores, we saw a material increase in traffic trends, which drove a 73% increase in store revenue versus last year. Even with the meaningful shift, digital demand increased 9%, hurdling last year's very strong online demand growth to 48%. Note: the second quarter reported digital revenue declined 5% as we lapped elevated sales due to a timing shift in shipments from the first quarter into the second quarter last year. Our digital platform, combined with our strong store footprint, is a competitive advantage, and the investments we've made continue to pay off. As Michael pointed out, logistics are a key differentiator and give us the ability to more effectively manage our business while generating meaningful efficiencies. From a brand standpoint, Aerie's multi-year growth trajectory remains strong, with revenue rising 34% from second quarter 2020 and almost 80% from second quarter 2019. Aerie's operating profit rose 132% compared to second quarter 2020, and operating margin expanded to 21%. As I've consistently highlighted, Aerie is now at an inflection point in its growth story, with strong sales performance translating into numbers around it. Second quarter operating profit of $71 million, more than double the $30 million we realized in 2020, the second quarter of 2019. Moving to the American Eagle brand. Brand performance, healthy demand, low promotions, and inventory optimization drove another strong result across both revenue and profitability. From 2020, and on a comparable basis, an increase of 5% from 20-- and reported flat revenue versus 2019 include the 2019 benefit from the change in our Japan license agreement. AE's operating profit jumped 234% from second quarter 2020, with margins building to 23.2-- of a significant margin opportunity for AE. I'm proud of the transformation we have driven and how we are managing the business today. We have redefined what success means for the AE brand with clear direction and a focus on consistent profit and cash generation. This is driving improved sales trends as tighter inventory control and greater emphasis on the best-selling SKUs. Work here continues, and we see additional opportunities. Total consolidated AEO gross profit dollars were up 89% compared to the second quarter of 2020, and gross margin came in at a very healthy 42.1%. Inventory optimization and refreshed product assortments are supporting promotional discipline and higher full price selling. This is driving healthy merchandise margin expansion. Rent leverage significantly as a result of negotiated savings, store closures, and benefits from impairments. As Michael discussed earlier, delivery also leveraged, reflecting efficiencies enabled by our distribution and fulfillment nodes. As a result of strong sales, we saw SG&A leverage 70 basis points versus second quarter 2020. The dollar increase of $70 million was due primarily to the reopening of our stores. We also saw increased advertising as well as incentive costs due to strong profit growth. Record operating income of $168 million reflected a 14.1% operating margin, our highest second quarter rate since 2008. Adjusted EPS was $0.60 per share in the quarter and marked a record second quarter outcome for us. Our diluted share count was 209 million and included 36 million shares of unrealized dilution associated with our convertible notes. Ending inventory was up 20% compared to a 21% decline last year. American Eagle inventory was up 10%, and Aerie was up 16% compared to second quarter 2020, as we positioned inventory below current demand levels as part of our ongoing efforts to optimize inventory buys. As Michael mentioned, we feel confident in our ability to navigate ongoing supply chain challenges and secure product for our customers. I'm very pleased with our liquidity and the health of our balance sheet. We ended the quarter with $824 million in cash and short-term investments. This compares to $899 million in second quarter 2020, which included $200 million from our revolving credit facility that we subsequently repaid in the third quarter of 2020. Capital expenditures totaled $49 million in the quarter and $86 million year- to- date. For 2021, we now expect capital expenditures to be at the low end of our previously communicated $250 million-$275 million guidance range, reflecting cost savings on our planned projects. With regards to our real estate strategy, as I mentioned last quarter, with 450 leases either coming to term or warranting action in some way this year, we have significant flexibility to manage our store fleet to support our revenue and profit agenda. We're making steady progress towards our long-term goal of right-sizing AE's store footprint. For Aerie, we are focused on markets with the greatest opportunity and are on track with our store opening schedule. Focused investments in our international business are also helping us gain traction in key markets where we see compelling long-term growth opportunity. Mexico is a good example of this, where our omni-channel selling strategy is driving healthy growth and profitability in the market. All in all, I couldn't be more pleased with our performance here to date. As we look ahead into the back half of the year, supply chain disruption is creating some challenges and uncertainties. We're putting our customers first and prioritizing product availability. While there will be incremental transportation costs, we believe we can offset a significant portion. Demand for our brand is healthy, our inventory optimization is enabling promotional discipline, and our supply chain transformation is creating cost efficiencies. Based on our record first half results and the current strength in the business, we feel confident in our ability to achieve operating profit of $600 million this fiscal year. This is well ahead of our financial targets that we presented back in January. We continue to execute on our Real Power, Real Growth value creation plan with speed and confidence. Our results here to date are a clear proof point that we are focused on the right initiatives, positioning us well to drive continued strong financial results and returns to shareholders. With that, I'll open it up for questions. Thank you. The floor is now open for questions. In the interest of time, we do ask that you please limit yourself to one question and one follow-up. Our first question is coming from Oliver Chen of Cowen. Please go ahead. Hi. Thank you. Good morning. Revenue growth was really solid, but it was below somewhat elevated street expectations. What are your thoughts on inventory availability across both brands, and were there pockets where you may not have had enough? How are you thinking about the ability to chase between back- to- school and holiday, depending on trends? Another follow-up on AirTerra. It sounds very innovative. Would love your rationale for purchasing that in terms of timing and how it may impact your financial algorithm longer term. Thank you. Yeah. Thanks, Oliver. It's Mike. I'll take the first part of that. I like your description of maybe somewhat elevated revenue, and I think there's a couple reasons for that. One, I know everyone's basing things on 2019, but there's a couple points there of back-to-school shifts of the July business and tax-free events shifting out of July into August. I think that us and others, I think, felt that in July. Our business definitely accelerated into May and June, and then the back half of July, I think you can attribute it to a back-to-school shift. From an inventory perspective, we are really happy with where we're positioned right now in the third quarter. Pleased with what we saw in August, with inventory being positioned well. We think we're in a good position for the rest of the quarter and the rest of the year. I'll probably turn that piece over to Michael in terms of where we are for the rest of the season and the AirTerra part of the question. Hey, Oliver. Clearly there's a lot of challenges in supply chain. There's port slowdowns. We have some factories that are closed. Transportation's less predictable. Our team has done a tremendous job, though. Supply chain transformation's been a huge focus for us and we're very focused on controlling everything that we can, and there's a lot that's within our control. We're moving freight faster than ever. We've added carriers. We've secured our capacity. We've moved production out of closed factories wherever possible, and we've diversified the ports we're coming into. Domestically, we've sped up our supply chain by almost a week and a half versus how it was previously and versus how a lot of our competition is. Our goods are coming in, they're going directly to markets and out to stores or to customers. Our supply chain speed is better than ever. As far as chase, we really booked a lot of holiday product early based on the insights that we had from spring, summer, and the test that we did for holiday. We feel good about the assortment that's coming in. There is volatility, but we're managing through it. We expect that we're going to get all the freight that we want. We're going to have enough product to have a robust holiday season, and we're still chasing product. We chased product as late as last week, and we expect that we're going to get it for holiday. There is variability, but we're managing through it, and we feel like we're set up for a great season. As far as AirTerra, we're extremely excited to acquire AirTerra and to welcome their terrific management team into the AE family. AirTerra, if you think about it's really a relatively small purchase that has huge potential for us. It's a company that's focused on middle mile, and it's really focused on bringing economies of scale and the benefits of speed and costing and diversity to shippers of all sizes. Previously, these benefits were only available to the larger shippers, to the Amazons or Targets or Walmarts. We looked at it as a company we wanted to use for the American Eagle business, and as we looked further, we thought it was a great acquisition opportunity. It completely fits with our strategy of leveraging scale and innovation to help us manage costs and improve service. They've shipped their first few packages for other customers and for us, and quite honestly, we're blown away by the amount of interest we've had in this business. They have a tremendous pipeline of brands and retailers, large and small, that all want to use AirTerra. The more people that get on, it helps to build the AirTerra business as well as support the American Eagle business, providing economies of scale and transportation benefits for us. We think this is a big idea. It's something that we're going to be talking about in the coming weeks and quarters, and we expect that it's going to be incremental to the profitability of the company. Thank you very much. Best regards. Sure. Thanks. Thank you. Our next question is coming from Paul Lejuez of Citi. Please go ahead. Hi, this is Kelly Crago on for Paul. Thanks for taking the question. Thanks for the clarity on the shift with back-to-school. Curious if you could provide a little bit more detail on what you're seeing quarter- to- date from the back-to-school trends, just how those are looking. Secondly, on the $600 million in operating income this year is very impressive, but it does imply a step down in margin expansion in the back half of the year versus the first half. Curious if that's coming from freight, or are you assuming a more promotional environment? Any color there would be helpful. Thanks. Hi, Kelly. It's Jen. Just let me know if everyone can hear me. Greetings from London, the U.K. I'm over here, so I hope everyone can hear me well. Look, we're really pleased with the results. Certainly, if you look into the back-to-school season, it's a tale of two stories. Last year, AE really delivered their new goods for September, and Aerie had a new delivery starting with the launch of OFFLINE in July. Now, keep in mind all the shifts that are happening. Aerie, for instance, has more of a Northeast and Eastern coast penetration, so they were impacted more by some of these shifts into August and certainly the later Labor Day. AE was really able to ride the storm. From what I see in both brands, I see strength. Look, American Eagle, we dominate in denim. I've never seen a better assortment, and certainly I haven't seen a better team executing to a strategy that I think is top-notch. Our denim looks phenomenal. I just got out of a testing meeting last week looking forward into the future. This is a team that doesn't stop, and we look ahead. We dominate in denim. We've certainly executed to the new trends, and these are all tailwinds for us. We're currently driving new fashion silhouettes in both men's and women's. Look, they're checking, and we're going to get more aggressive there as we look ahead. I just saw the holiday review for some of the new shoes in American Eagle and Aerie. It's very optimistic. It's addressing what these customers want. Just moving on to Aerie. Look, do I need to reiterate 27 consecutive quarters of double-digit comps? Do the math, it's almost seven years. I don't see a lot of retailers delivering comps like that. This team is firing on all cylinders, certainly, we were prepared for the back-to-school shift. We have two deliveries this year versus one last year, because we knew that it was going to happen later, we wanted to delight our customers even more as we faced the headwinds into September. Lots of newness coming in to help us get through that month. It's a big month. AE, too, has a great, strong delivery, I think this strategy was really smart for the Aerie team and how we approached it, the goods are checking. If I reflect back into Q2, all of our key categories gained market share in Aerie. The OFFLINE business continues to thrive in a very competitive environment out there. I think we stand out. OFFLINE is a very unique approach to athletic apparel. The innovation there, and certainly the store experience, is winning. All categories in Aerie are really checking for us as we speak, especially on the bralette and legging side of the business. Look, we still have to get through Q3. We're always going to remain humble and hungry. We were aggressive getting goods here for holiday. More to come. We have a few more months here to get through the balance of the year. Look, I like that $600 million number. It's far ahead of what we told the Street, and here we are to deliver it, so that's what we're going to do. Yeah, Kelly, just to expand on the $600 million. Totally freight related, nothing to do with the slowdown in demand, nothing to do with anything else we're executing in terms of gross margin expansion or operating rate expansion. Likely would've been higher if not for the freight and transportation costs that we're embedding into the back half of the year here. Look, we're being aggressive. We're going to incur these costs to make sure that our customer doesn't see any difference during holiday to their experience. We believe it's definitely short- term, and we'll be coming out in January with what we think will be a significant increase to our longer-term profit targets. Thank you. Our next question is coming from Jay Sole of UBS. Please go ahead. Great. Thank you so much. Maybe, Jen, can you just talk a little bit about Aerie and some of the different new category opportunities? You mentioned OFFLINE, just can you elaborate a little bit more about where you're seeing the growth, whether it's obviously the core of underwear or just beyond? Thank you. Yeah, sure. Can you hear me now? Sorry, I had a little technical difficulty. Hi, Jay. Yeah, for sure. As I mentioned, all categories in Q2, we saw gains in every category. In fact, all categories delivering on double-digit comps and growth. I'm really pleased with those results. Certainly bralettes are a key category for us, and the good news is they're not only wearing them in, they're wearing them out now, so we're definitely addressing that trend as we look forward. Undies are trending nicely. We've continued to pull back on our promotional cadence in undies, and we're seeing strong results there. Fleece and sweats, especially when you look at a matching set, that's still trending for us, so we're going to continue to address that trend. Look, leggings are core in the OFFLINE business. Keep in mind, we still sell that product within Aerie. As we grow OFFLINE, we will start to separate the results. Right now, OFFLINE leggings are sold underneath the Aerie umbrella, and they're definitely our number one category, or up there, after intimates. We could not be more thrilled with that business, and we're going to continue to dominate there and innovate there. We have some really great ideas for the future, and this team continues to strategize around the OFFLINE business and how, again, we can differentiate, because that will be key to really be top of mind for our customers in the future. The trends are looking solid, and again, for a business, I have to keep on saying this, to continually drive comps seven years, almost double digits year after year, we have to ride with the change, right? I know everyone's very curious about an outside trend that's happening and people going out again, and look, we've managed to ride those storms as well in Aerie, where we dominate on some of our other categories. Swim, for sure, is a go-to destination for Aerie, I've seen the assortments for spring and summer. They are strong, that's a go-to. That's almost like what our girl's wearing out in the spring and summer season. Again, we're going to continue to navigate and drive what's working in our business for the future and remain nimble. Got it. Thank you so much. Thank you. Our next question is coming from Marni Shapiro of The Retail Tracker. Please go ahead. Hey, guys. Congrats on the, sounds like, great denim start to back-to-school. Terry, could we talk a little bit about denim? You guys are now, I guess depending on the category, the number one or number two denim player. I guess, how do you think about growing that business further from where it is? With this AirTerra, you're working with third parties. Would you consider wholesaler white label of your denim business to support a third party? Would you consider a premium line or premium brand under the AEO Inc. banner? I'm just curious what your thought is, because you're clearly a very powerful player in denim. Strategy-wise, how do you take that to the next level beyond just American Eagle? Like we always said, and the statistics show it, we are the number one brand between the 15-25-year-olds. We are the number one brand for ladies denim in the country. If you look at our lineup, you'll see that we keep introducing new and new washes, new and new finishes, and new and new higher price point goods too, and better quality. It's a little premature, but we'll have probably an announcement in a few weeks about a new denim brand. That's very- Because you asked the question, we are working on a new denim concept that will be introduced in the next three weeks. Wow. That's very exciting. It seems like the right thing, given the denim platform. That's right. This is something that we've been working on for the last 12 months. We're about to open our first test stores in the next 30 days. Great. Congratulations. Looking forward to seeing that. Yes. The good news about our denim is we got plenty of denim to sell. We don't see any problems for the fall for getting all the denim. All the factories produced our denim are running. We're getting shipments on a regular basis. We have plenty of air capacity. One thing we've done is in the last two years, the internal model of this company has been logistics. We've invested in our logistics system, as Mike was talking about. We have other investments that have been made, that are also being made as we're talking. We think we've put together a world-class, not a good class. Michael didn't go into people's backgrounds. We think we have some of the best logistics people in the United States, period. What we've accomplished, what the most amazing thing is our cost of getting the goods to our stores in the last several months has been less than it was one year ago, two years ago. I don't know another retailer that can make that statement, that their cost of getting the goods to their stores is less than it was before. With all the current costs today and all the cost increases, to be able to bring it for less cost is an amazing accomplishment. Our logistics team is world-class to have done that. We're very proud of that. We've done things that other retailers haven't done because we know the future of this business is going to be not just the marketing and the merchandising and running great stores. It's going to be how you operate the whole flow. If you don't do it efficiently, you'll get beat. The pandemic has just speeded up everything. A lot of these things that have been put in were in work before the pandemic started, it speeded it up. At the end of the day, if you don't win in the handling of your merchandise and your cost, you'll get beat by everybody. We realize that we have to be able to control as much as we can, and we have to be the best of it. One thing I'm very proud is that we've put together a great team, whether it be marketing, whether it be our merchandise team, whether it be our design team, whether store operations, and definitely our logistics team. We're very proud of. Another thing we're very proud of is we're able to attract great talent to the company. Fast Company just rated us one of the 25 best companies that you could work for for innovation. We're able to attract great people. Between our human resource area and the whole company, we have great strides being made everywhere and really a great culture and great morale. Everybody in this company is focused, and one thing we've done is we've been following our strategic plan. We don't get off track, and we stay focused. I'm very proud of that. That's fantastic. Maybe just to follow up on that conversation about your logistics with the AirTerra acquisition, does that allow you guys to step up your buy online, pick up in store, and that element of the business so you could even further integrate your online business with your in-stores business? Is that part of the strategy here, and to make that part more efficient? Yes, it is. This past year, we talked about our nodes. A couple of years ago, they came with the concept. They showed me what they thought the future should look like, and all of a sudden, the pandemic started, and within four weeks, we had five of them already established. It's an amazing job they did a year ago. This gives us the ability, in many markets, to be able to get same-day delivery to the stores, same-day delivery to the customers, being able to respond right away. We're testing technology that we're working out right now that in our stores, we can follow every item. If something's missing, we'll know immediately and be able to fill it the same day. We can always be 100% in stock level. Your next question is coming from Matthew Boss of JPMorgan. Please go ahead. Great. Thanks. Maybe on gross margin. Both first and second quarter, more than 500 basis points above 2019. Is there anything structurally preventing similar performance in the third quarter? Mike, do you view this as a baseline for gross margin for which to build on as we think about this year? Are there any areas of giveback for us to consider as we think about gross margin beyond this year? Yeah. Thanks, Matt. I'll answer the second part first. Yes. I think you're describing it accurately. This is a new baseline to start from. I think if you go back to our target for 10% operating margin, we talked about gross margin being in the high 30s, right? I think we're exceeding those expectations. I think, yes, as we talk about our targets again in January, and probably what our new operating rate target will be, which will definitely be higher than 10%, probably more like the low to mid-teens operating rate. I think the new gross margin baseline is this 40%, now on an annual basis. Yeah, we've exceeded that the first couple of quarters. We don't see any structural reasons why this is a one quarter or two quarter and done phenomenon. It's going to be something that is the new baseline going forward. Great. Then maybe just to follow up on the top line. As we think about back-to-school timing and the shifts that you mentioned, just to be clear, relative maybe to the second quarter, which was up mid-teens, relative to 2019, is it fair to say that August has accelerated? It seems like that's what you're speaking to. Then maybe just any color on the third quarter, meaning sales growth maybe relative to mid-teens growth that you saw in the second quarter. Any way to help on August and third quarter? Yeah. I'll hit the first half of the year again. I think we were up 17% in Q1 of 2019. If you normalize for that Zumiez payment, if you're comparing to 2019. For the second quarter, we were actually up 19%, so we actually did pick up a few points from Q1 to Q2. The bigger point I'll make, though, is that if you go back in history and our revenue number in 2019 was a record for the company. I think at that point, we weren't happy with the profit we were generating from that revenue, and that all goes back to unhealthy inventory levels, too many SKUs, too many choices. We bought revenue. As much as we're looking at the same comparative to 2019 you are, we're not focused on that because I think we are creating a new revenue baseline as well, and we are focused fully on profit generation, cash flow generation on the revenue we're seeing. We're focused on flowing through these phenomenal Aerie growth. That'll be a continuation. That'll be baked into our targets we come back out with in January. I guess to answer the August question, it's a little bit apples to oranges. We're happy with what we saw in August. It's on par with what we were expecting. It's built into our guidance. Like I said earlier, the guidance would've been higher without the incremental freight and transportation costs. We're focused on profit. We're focused on operating rate. Revenue is obviously part of that, but these maniacal compares to history that probably doesn't matter as much anymore is something we're not focused on as much. Thank you. Our next question is coming from Dana Telsey of Telsey Advisory Group. Please go ahead. Good morning, everyone. Jay, you mentioned logistics and the strength of logistics. Do you see other acquisitions coming into the fold going forward that will continue to enhance your logistics abilities and potentially even drive the operating margin higher? Just lastly, as you think about the holiday season with the extension of back-to-school, how do you see the timing and planning for the cadence of holiday this year? Thank you. Okay. To your first question, yes. It- About the acquisitions, yes. What kind of framework would you want there? What other qualities would be beneficial? We are working on something. I can't go into details, but there'll be an announcement probably in the next couple of months. Got it. Dana, everything we're doing is focused on providing scale and speed and cost benefit and customer service benefit for the American Eagle business. Clearly, there's a lot of opportunity with what's happening in supply chain today. There's a lot of disruption. With that disruption creates a lot of opportunity. Like Jay was saying, it used to be that just if you had great brands and you had great products, you won. In today's world, that's not the case. There's a bifurcation happening in retail where it's not just great brands, it's not just great products, but you need incredibly efficient, agile, fast operations. AirTerra fits that mold. It's going to service the American Eagle business well. It's going to service other retailers well. It's going to be a very successful, profitable company on its own. We are looking for other opportunities of companies that fit that mold. Got it. The cadence of holiday, how you're thinking about it? I can answer that if you want. I think we keep on leaning on logistics here because I think it's mission critical on getting the goods where the customer demand is in today's world. We're looking at countries thinking about shutting down again. We could go into a lockdown again, who knows? God forbid. Again, the demand could change versus direct or in stores, and that's what we're prepared to address as a team. Where our customer's at, we're going to provide the product for them. Certainly, with a little bit of a later shift back-to-school, I think we're going to feel a little bit of that as we move along month to month. I would say, though, I do think gifting could happen early again with all this in mind, similar to last year. I think the team's ready to address that. Yeah. Jen, I'll also add something to you, Dana. We believe that this will be an earlier Christmas shopping or holiday shopping. What we believe is that from our standpoint, we'll have plenty of merchandise. We'll have a lot of great new merchandise to choose from. We believe that there are going to be problems out there for other retailers. We see there could be shortages of goods out there, not just for apparel. You go out today, anything you want to buy, cars, we have a shortage of cars right now. You want to buy furniture, there's a shortage of furniture out there. Anything you want to buy out there's shortages. You want to go build a house, it takes longer to build a house. It costs you a lot more money. For those people, those retailers who are able to get their merchandise on a timely basis, it's going to be a big opportunity, and we feel we're in great position. We're going to have great selection in our store, and it's going to be an exciting place to shop. It's going to be a great online experience. We'll be the first to introduce in the U.S. live retailing on our app. It's being introduced right now. We're very optimistic, and we feel in the position that, as far as inventory is going to be, that it's going to differentiate us from everybody, and it's going to be a big opportunity, and we're going to get more money for our goods because it's going to sell. That could be a promotional, which is good. I think when you could sell merchandise and get paid for your effort and give good value to the customer and give them great product, it's a win for everybody. We'll have goods, and that's the key, having the right merchandise and having goods. We will have goods. When Michael was talking about logistics, we already have reserved air freight that we've bought up. If there is excess air freight, we'll be selling it. Thank you. Our next question is coming from Adrienne Yih of Barclays. Please go ahead. Yes, good morning. My question is, this is such a different company today versus two years ago. I know you've gone through all the reasons why. As we look at that sort of the early look toward the low to mid-teen, we haven't seen those types of margins for pre-2008. I'm just wondering, the last two quarters, you've come in sort of in line with the Street expectations. I'm wondering if the Street, from our perspective, needs to appreciate on a two-year basis, you did 14% over 2019, that's 7% for each year. How should we think about the algorithm of top-line growth? Should it be mid to high single digits with low double-digit EPS leverage growth to the bottom line? It really sounds like you are driving this business for quality sales at higher and higher profits. Then, Mike, my second follow-up question is, can you quantify in basis points the freight impact to 2Q, what's embedded for the second half, and how much have you been able to offset that with AIR increases? Thank you very much. Thanks, Adrienne. I think you just told the story for me a bit, but yes. I think this is a different company, a different focus. We're not chasing revenue targets. We're very focused on I guess what I could say is, if you think about the two brands, we're looking at Aerie at a 30%+ CAGR continuously. AE, some modest growth. We saw a +5% increase to 2019 in the second quarter, again, normalizing for that one-time payment. Mike, you saw tremendous growth in margin dollars at the American Eagle side. I think when I talk about 2019 baseline and the fact we drove a lot of unhealthy sales, it was the AE brand, it wasn't Aerie. We've changed the business model. We're operating differently. Inventory is healthy. Top line, though, to be honest with you, to hit a 5% over 2019 for the AE brand, that is a new record again, because 2019 was a record. I'm actually ecstatic about the fact that we're driving similar to higher revenue with this income flow-through that we're seeing. It's an amazing baseline that we're creating here. For the go forward, I think we're looking at probably modest top-line growth in AE, 30%+ CAGR in Aerie continuing, and the focus is the flow-through on both the revenue from both brands. When you think about operating margin go forward, I think we'll be coming out in January talking about, and this is just round numbers, 40% gross margin, low to mid-20 SG&A, three to four points of D&A, and a new target that's in the low to mid-teens for operating rate. Maybe exceeding that as we continue to optimize how we're flowing through, especially Aerie's revenue growth. We have some other growth stories we'll probably be telling, too. We hit on Mexico a bit in our prepared remarks, and we think there's some other international opportunity that we can flow through at a very healthy rate as well. On the freight costs, Adrienne, that's a moving target every day. We think we have, in our guidance, accounted for everything we know to date. It could get better. We're going to see how that comes to fruition. As we've all been saying, our intent is we're going to be aggressive on getting our product here, and making sure the customer does not feel any difference from us in holiday, and I think that can be a competitive advantage, we all do. It's a bit of a moving target, so it's hard for me to give you the exact basis points. I'll just say it's embedded in our $600 million for now, and again, could get better. Great. Thank you very much. Best of luck there back-to-school and holiday. Thank you. Thank you. At this time, I would like to turn the floor back over to Mr. Schottenstein for closing comments. Okay. Thank you. First of all, I want to say I'm very proud of the great team that we've been able to assemble, whether it's in the marketing, whether it's in the merchandising, design, store operations, logistics side, we have world-class players that we were able to attract and still attract that type of caliber. We're very excited about that. As we said earlier, we worked hard to make better product, give better selection to the customers, and we can see it in the improvement of the performance, whether it be American Eagle, and as Jen emphasized, 27 straight double-digit comp quarter increases for Aerie. I don't know another retailer that could go back in 7.5 years, almost eight years, who could say every quarter, a double-digit comp growth and still going double-digit comp growth. Have a new exciting brand like OFFLINE, like we introduced now, too, and to have that potential to grow like Aerie. We're excited about that. We're very excited about the other brands that we'll talk later about, whether it be Todd Snyder, whether it be Unsubscribed, whether it be the new denim concept. We see a lot of opportunities for us. The other thing is, we had our investor day last January. We gave a three-year strategy, little did we realize when we gave that three-year profit strategy, that in the same year, we'd already be breaking the three-year strategy. It put us almost three years ahead, we'll have another investor day probably next January, where we'll reset the goal for the next three years, and we're very optimistic. As we said, we're very well-positioned for back- to- school. We like the way month of August has started. We like the way September's starting. We're very excited for the second half of the year, and we think that the systems that we have in place and what we have going on for us will differentiate us from everybody else. At the end of the day, we have to be different than everybody else. We have product the customer loves. We have great brands with great loyalty. We didn't talk about it, we really didn't drive this fact, but our strategy and marketing and the relaunch of our loyalty program, we have the largest enrollment of loyalty members that this company's ever seen in the last few months. We're very optimistic about the second half. We want to thank everyone for their support. I can just tell you, this team is laser-focused, and like Jen says, we're humble, and we just know we got to keep driving and driving it, and keep the innovation and technologies and be able to put it all together, and we push ourselves. Just a great team we have. Thank you for all your support. Ladies and gentlemen, thank you for your interest in American Eagle Outfitters. You may disconnect your lines at this time, and enjoy the rest of your day.