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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the Fiscal Year Ended January 29, 2005

OR

Commission File Number: 0-23760

American Eagle Outfitters, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (724) 776-4857

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Shares, without par value

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to the filing requirements for at least the past 90 days.    YES  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    YES  x    NO  ¨

The aggregate market value of voting stock held by non-affiliates of the registrant as of July 31, 2004 was $1,865,336,988.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 153,243,762 Common Shares were outstanding at March 31, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

Part III - Proxy Statement for 2005 Annual Meeting of Stockholders, in part, as indicated.

Table of Contents

AMERICAN EAGLE OUTFITTERS, INC.

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PART I

ITEM 1. BUSINESS.

Overview

American Eagle Outfitters, Inc., a Delaware corporation, is a leading lifestyle retailer that designs, markets and sells our own brand of relaxed, casual clothing for 15 to 25 year olds, providing high-quality merchandise at affordable prices. We opened our first American Eagle Outfitters store in the United States in 1977 and expanded the brand into Canada in 2001. We also distribute merchandise via our e-commerce operation, ae.com. Our collection offers modern basics like jeans, cargo pants, and graphic T’s as well as a stylish assortment of accessories, outerwear and footwear under our American Eagle Outfitters® and AE® brand names.

As of January 29, 2005, we operated 846 American Eagle Outfitters stores in the United States and Canada.

As used in this report, all references to “we,” “our,” and “the Company” refer to American Eagle Outfitters, Inc. and its wholly-owned subsidiaries. The term “American Eagle” refers to our U.S. and Canadian American Eagle Outfitters stores and the Company’s e-commerce operation. “Bluenotes” refers to the Bluenotes/Thriftys specialty apparel chain which we operated in Canada prior to its disposition during Fiscal 2004.

Information concerning the Company’s business segments and certain geographic information is contained in Note 2 of the Consolidated Financial Statements included in this Form 10-K and is incorporated herein by reference.

Organization

On April 13, 1994, the Company successfully completed an initial public offering of its common stock. Our stock is traded on the Nasdaq National Market under the symbol “AEOS”.

In November 2000, we acquired three businesses in Canada - the Bluenotes chain, a Canadian brand which we disposed of during Fiscal 2004; the Braemar chain, with real estate in prime mall locations, of which 46 were converted to American Eagle stores during Fiscal 2001; and National Logistics Services (“NLS”), a 400,000 square foot distribution center near Toronto, which handles all of the distribution needs for our Canadian stores and provides services to third parties.

In December 2004, we completed the disposition of Bluenotes to 6295215 Canada Inc. (the “Purchaser”), a privately held Canadian company. As a result, the Company’s Consolidated Statements of Operations and Consolidated Statements of Cash Flows reflect Bluenotes’ results of operations as discontinued operations for all periods presented (note that amounts in the Company’s Consolidated Balance Sheets have not been reclassified to reflect Bluenotes as discontinued operations). See Note 10 of the Consolidated Financial Statements for additional information regarding this transaction.

Our financial year is a 52/53 week year that ends on the Saturday nearest to January 31. As used herein, “Fiscal 2004,” “Fiscal 2003” and “Fiscal 2002” refer to the fifty-two week periods ended January 29, 2005, January 31, 2004 and February 1, 2003, respectively. “Fiscal 2005” refers to the fifty-two week period ending January 28, 2006.

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Growth Strategy

Store Growth

Our primary store growth strategy is to continue our expansion throughout the United States and Canada by filling in existing markets. At the end of Fiscal 2004, we operated in 49 states, the District of Columbia and Puerto Rico. We opened 37 net new U.S. stores during Fiscal 2004, increasing our U.S. store base by approximately 5% to 777 stores. Additionally, our U.S. gross square footage increased by approximately 7% during Fiscal 2004 due to the new store openings as well as incremental square footage from 36 U.S. store remodels.

During Fiscal 2004, we continued to grow in the western U.S. with 40% of our store openings in that region. We added seven new stores in California, a market with strong demographics for our target customer. We continue to expand in our newer markets including Puerto Rico, where we opened an additional store during Fiscal 2004. We also opened our second “flagship” store in New York City this year, located on West 34^th Street in Herald Square. Our flagship locations utilize a larger store format in which we offer our customers a broader merchandise selection.

In Fiscal 2005, we plan to enter Alaska with two new store locations. These openings will expand our operations into all 50 states. We also plan to open our third “flagship” store in New York City, located in Union Square, and an additional “flagship” store in downtown Seattle next year. Our performance is strong in our new markets and we will continue to explore similar opportunities for new store growth. Our research has shown that there are still attractive retail locations where we can open American Eagle stores in enclosed regional malls, urban areas and lifestyle centers.

During Fiscal 2004, we opened five new stores in Canada, including four locations in the province of Quebec, which increased our total Canadian store base by approximately 6% to 69 stores. We also closed one Canadian store during the year. We remain pleased with the results of our American Eagle expansion into Canada and look to a long-term potential of approximately 80 stores across the country.

The table below shows certain information relating to our historical American Eagle store growth in the U.S. and Canada:

Store Remodeling and Refurbishment Opportunities

The Company continues to remodel its older stores into its new store format. In order to maintain a balanced presentation and to accommodate additional product categories, we selectively enlarge our stores during the remodeling process. We select stores for expansion based on market demographics and store volume forecasts. In most cases stores selected for expansion increase from an average of 4,000 gross square feet to an average of 6,000 gross square feet. We believe the larger format can better accommodate our new merchandise categories and support future growth. In certain cases, we also upgrade the store location within the mall. During Fiscal 2004 we remodeled 36 stores in the U.S. to the new store design, of which 9 stores were expanded, 13 stores were relocated within the mall and 14 stores were refurbished as further discussed below. As of January 29, 2005, approximately three-fourths of all American Eagle stores in the U.S. are in our new store format.

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During Fiscal 2004, the Company initiated a store refurbishment program, targeted towards our lower volume stores, typically located in smaller markets. Stores selected as part of this program maintain their current location and size but are updated with certain aspects of our new store format, including paint and certain new fixtures. This program provides a cost effective update for our lower volume stores. We refurbished 14 stores in the U.S. during Fiscal 2004.

Other Growth Opportunities

American Eagle sells merchandise via its e-commerce site, ae.com, which is an extension of the lifestyle that we convey in our stores. During Fiscal 2004, ae.com began shipping internationally to 24 countries, providing us an opportunity to grow in regions where we do not currently have store locations.

During Fiscal 2004, the Company announced plans to develop a new brand (the “new concept”) that will target a different demographic than the American Eagle brand. The Company currently has creative and operational teams in place and we expect to open test stores for the new concept in 2006.

Store Locations

Our stores average approximately 5,400 gross square feet and approximately 4,400 on a selling square foot basis. At January 29, 2005, we operated 846 stores in the United States and Canada as shown below:

United States, including the Commonwealth of Puerto Rico - 777 stores

Purchasing

The Company purchases merchandise from suppliers who either manufacture their own merchandise or supply merchandise manufactured by others, or both. During Fiscal 2004, the Company purchased a majority of its merchandise from non-North American suppliers.

All of our merchandise suppliers receive a vendor compliance manual that describes our quality standards and shipping instructions. We maintain a quality control department at our distribution centers to inspect incoming merchandise shipments for uniformity of sizes and colors, and for overall quality of manufacturing. Periodic quality inspections are also made by our employees at manufacturing facilities to identify quality problems prior to shipment of merchandise.

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Global Labor Compliance

The Company is firmly committed to the goal of using only the most highly regarded and efficient suppliers throughout the world. We require our suppliers to provide a workplace environment that not only meets basic human rights standards, but also one that complies with all local legal requirements and encourages opportunity for all, with dignity and respect.

For many years, we have had a policy for the inspection of factories throughout the world where goods are produced to our order. This inspection process is important for quality control purposes, as well as customs compliance and human rights standards. During Fiscal 2001, we strengthened and formalized the process by developing and implementing a comprehensive vendor compliance program with the assistance of an internationally recognized consulting firm. This program contractually requires all suppliers to meet our global workplace standards, including human rights standards, as set forth in our Code of Conduct. The Code of Conduct is required to be posted in all factories in the local language. The program utilizes third party inspectors to audit compliance by vendor factories with our workplace standards and Code of Conduct.

Security Compliance

During recent years, there has been an increasing focus within the international trade community on concerns related to global terrorist activity. The security issues posed by 9/11 and other terrorist threats have brought increased demands from the Bureau of Customs and Border Protection (“CBP”) and other agencies within the Department of Homeland Security that importers take responsible action to secure their supply chains. In response, the Company became a certified member of the Customs – Trade Partnership Against Terrorism program (“C-TPAT”) during 2004. C-TPAT is a voluntary program offered by CBP in which an importer agrees to work with CBP to strengthen overall supply chain security. As a result, the Company’s internal security procedures were validated by CBP during February 2005 and a validation of processes with respect to our external partners will be completed in June 2005. Additionally, the Company took significant steps to expand the scope of our security procedures during 2004, including, but not limited to, a significant increase in the number of factory audits performed; a revision of the factory audit format to include a review of all critical security issues as defined by CBP; a review of security procedures of our other international trading partners, including forwarders, consolidators, shippers and brokers; and a requirement that all of our international trading partners be members of C-TPAT.

Trade Compliance

During 2003, the Company was selected by CBP for a Focused Assessment Audit. The purpose of this audit was to review and evaluate our adherence to CBP’s rules and regulations regarding trade compliance issues such as merchandise classification, valuation and origin. The Company’s audit was completed during May 2004 and resulted in no unacceptable risks of non-compliance being found.

Merchandise Inventory, Replenishment and Distribution

Purchase orders, executed by our buyers, are entered into the merchandise system at the time of order. Merchandise is normally shipped directly from vendors and routed to our two distribution centers, one in Warrendale, PA and the other in Ottawa, KS. Upon receipt, merchandise is entered into the merchandise system, then processed and prepared for shipment to the stores or forwarded to a warehouse holding area to be used as store replenishment goods. The allocation of merchandise among stores varies based upon a number of factors, including geographic location, customer demographics and store size. These factors impact anticipated sales volume and the quantity and mix of merchandise allocated to stores. Merchandise is shipped to the stores two to five times per week depending upon the season and store requirements. Ae.com, the Company’s e-commerce operation, uses a third-party vendor for its fulfillment services.

Our stores in Canada receive merchandise from NLS, our Canadian distribution network which consists of a 400,000 square foot central distribution center near Toronto and five smaller sub-centers located in Toronto and across Canada totaling approximately 120,000 square feet. Merchandise is shipped to the stores two to five times per week depending upon the season and store requirements.

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To support new store growth, over the past several years, we have improved our primary distribution facilities by installing a new warehouse management system, which makes the distribution process more efficient and productive. Additionally, to support our geographical expansion into the Northwest and Southwest, we purchased an existing distribution center in Ottawa, Kansas, which was opened in June 2001. This facility comprises approximately 400,000 square feet and will support our continuing American Eagle store growth in the western U.S. as well as the store growth of our new concept. This second facility increases our potential capacity to roughly 1,100 stores and gives the Company one or two day shipping times to approximately 85% of our stores. We also operate a facility near Puebla, Mexico, which supports our knit and denim production with warehousing, deconsolidation, product development and testing, quality control, and other value added services.

Customer Credit and Returns

We offer our U.S. customers an American Eagle private label credit card, issued by a third-party bank. We have no liability to the card issuer for bad debt expense, provided that purchases are made in accordance with the issuing banks’ procedures. We believe that providing in-store credit through use of our proprietary credit card promotes incremental sales and encourages customer loyalty. Our credit card holders receive special promotional offers and advance notice of all in-store sales events. The names and addresses of these preferred customers are added to our customer database, which is used primarily for direct mail purposes. American Eagle customers in the U.S. and Canada may also pay for their purchases with American Express®, Discover®, MasterCard®, Visa®, bank debit cards, cash or check.

Gift cards can be purchased in our American Eagle stores in the U.S. and Canada, as well as through our e-commerce site, ae.com. When the recipient uses the gift card, the value of the purchase is electronically deducted from the card and any remaining value can be used for future purchases. If a gift card remains inactive for greater than twenty-four months, the Company assesses the recipient a one dollar per month service fee, where allowed by law, which is automatically deducted from the remaining value of the card. This service fee is recorded within selling, general and administrative expenses on the Company’s Consolidated Statements of Operations.

We offer our customers a hassle-free return policy. The Company believes that certain of its competitors offer similar credit card and service policies.

Competition

The retail apparel industry is very competitive. We compete primarily on the basis of quality, fashion, service, selection and price. Our stores in the U.S. compete with various divisions of The Limited, The Gap, Abercrombie & Fitch, Pacific Sunwear and Hot Topic as well as with retail chains such as Aeropostale, The Buckle and other national, regional and local retailers catering to a youthful customer. We also compete with the casual apparel and footwear departments of department stores and discount retailers.

Our stores in Canada compete with a variety of national specialty retail chains, a number of independent retailers and casual clothing shops within department stores, as well as various divisions of The Gap.

Trademarks and Service Marks

We have registered American Eagle Outfitters® in the U.S. Patent and Trademark Office (“PTO”) as a trademark for clothing and for a variety of non-clothing products, including jewelry, perfume, and personal care products, and as a service mark for retail clothing stores and credit card services. We have also registered AE® for clothing and footwear products and an application is pending to register AE® for a variety of non-clothing items. An application for American Eagle^™ is pending for a variety of clothing items and we have also registered a number of other marks used in our business.

We have registered American Eagle Outfitters® in the Canadian Trademark Office for a wide variety of clothing products, as well as for retail clothing store services. In addition, we are exclusively licensed in Canada to use AE® and AEO® in connection with the sale of a wide range of clothing products.

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Employees

As of January 29, 2005, we had approximately 20,600 employees in the United States, of whom approximately 16,100 were part-time and seasonal hourly employees. We consider our relationship with our employees to be satisfactory.

Seasonality

Historically, our operations have been seasonal, with a significant amount of net sales and net income occurring in the fourth fiscal quarter, reflecting increased demand during the year-end holiday selling season and, to a lesser extent, the third quarter, reflecting increased demand during the back-to-school selling season. During Fiscal 2004, the third and fourth fiscal quarters accounted for approximately 61% of our sales and approximately 74% of our income from continuing operations. As a result of this seasonality, any factors negatively affecting us during the third and fourth fiscal quarters of any year, including adverse weather or unfavorable economic conditions, could have a material adverse effect on our financial condition and results of operations for the entire year. Our quarterly results of operations also may fluctuate based upon such factors as the timing of certain holiday seasons, the number and timing of new store openings, the amount of net sales contributed by new and existing stores, the timing and level of markdowns, store closings, refurbishments and relocations, competitive factors, weather and general economic conditions.

Available Information

The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available, free of charge, under the “About AE” section of our website at www.ae.com. These reports are available as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission.

The Company’s corporate governance materials, including our corporate governance guidelines; the charters of our audit, compensation, and nominating and corporate governance committees; and our code of ethics may also be found under the “About AE” section of our website at www.ae.com. A copy of the corporate governance materials are also available upon written request.

Additionally, the Company’s investor presentations are available under the “About AE” section of our website at www.ae.com. These presentations are available as soon as reasonably practicable after they are presented at investor conferences.

ITEM 2. PROPERTIES.

During Fiscal 2004, the Company acquired Linmar Realty Company II (“Linmar Realty”), a general partnership that owned the Company’s corporate headquarters and distribution facility near Pittsburgh, PA. Prior to the acquisition, the Company had an operating lease with Linmar Realty for these properties. Our headquarters and distribution center occupy approximately 490,000 square feet, 120,000 square feet of which is used for executive, administrative and buying offices. We lease additional office and storage space near our headquarters totaling 38,000 square feet. The leases for this additional office and storage space expire in March 2010 and August 2009, respectively.

The Company rents office space in New York, NY for its designers, sourcing, and production team. This lease was expanded to approximately 75,000 square feet during Fiscal 2004 and expires in May 2016. We previously occupied office space of approximately 18,000 square feet in New York, NY, which has been subleased to a tenant through the expiration of the lease term in December 2008. During Fiscal 2004, we entered into a lease for an additional 9,500 square feet of office space in New York, NY, which expires in September 2005.

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In June 2001, we purchased a second U.S. distribution facility in Ottawa, Kansas comprising of 290,000 square feet. This facility was expanded to approximately 400,000 square feet during Fiscal 2001. Additionally, we own NLS, a 400,000 square foot distribution facility near Toronto, which is also used for the American Eagle Canada administrative offices. We also rent five smaller distribution sub-centers located in Toronto and across Canada as part of NLS with a total of approximately 120,000 square feet. The sub-center leases expire with various terms through 2010. A warehousing and deconsolidation facility and office near Puebla, Mexico of approximately 94,000 square feet is also leased until 2008.

In connection with the disposition of Bluenotes, the Company is currently subleasing the related headquarters, consisting of approximately 40,000 square feet in Toronto, Ontario, to the Purchaser. The sublease and lease expire in November 2005 and February 2007, respectively.

All of our stores in the United States and Canada are leased. The store leases generally have initial terms of 10 years. Certain leases also include early termination options which can be exercised under specific conditions. Most of these leases provide for base rent and require the payment of a percentage of sales as additional rent when sales reach specified levels. Under our store leases, we are typically responsible for maintenance and common area charges, real estate taxes and certain other expenses. We have generally been successful in negotiating renewals as leases near expiration.

ITEM 3. LEGAL PROCEEDINGS.

The Company is a party to litigation incidental to its business. At this time, management does not expect the results of the litigation to be material to the Company’s financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our stock is traded on the Nasdaq National Market under the symbol “AEOS”. The following table sets forth the range of high and low sales prices of the common stock as reported on the Nasdaq National Market during the periods indicated. As of April 1, 2005, there were 715 stockholders of record. However, when including associates who own shares through the Company’s 401(k) retirement plan and employee stock purchase plan, and others holding shares in broker accounts under street name, the Company estimates the shareholder base at approximately 60,000. The following information reflects the March 2005 two-for-one stock split.

During the third quarter of Fiscal 2004, our Board of Directors (the “Board”) authorized the Company’s first-ever quarterly cash dividend of three cents per share, which was paid on October 8, 2004. A second quarterly dividend of three cents per share was paid on January 7, 2005. During the first quarter of Fiscal 2005, the Board voted to raise the Company’s cash dividend to an annual rate of twenty cents per share. A quarterly dividend of five cents per share was paid on April 8, 2005. 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 in U.S. taxation and other relevant factors. It is anticipated that any future dividends paid will be declared on a quarterly basis.

The Company did not repurchase any shares of its Common Stock during Fiscal 2004.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.

The following Selected Consolidated Financial Data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included under Item 7 below and the Consolidated Financial Statements and notes thereto, included in Item 8 below. Most of the selected data presented below is derived from the Company’s Consolidated Financial Statements, which are filed in response to Item 8 below. The selected consolidated income statement data for the years ended February 2, 2002 and February 3, 2001 and the selected consolidated balance sheet data as of February 1, 2003, February 2, 2002 and February 3, 2001 are derived from audited consolidated financial statements not included herein.

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The five-year selected consolidated financial data presented below has been revised to reflect the Company’s restatement related to lease accounting and the two-for-one stock split distributed on March 7, 2005. See Note 2 and Note 16 of the accompanying Consolidated Financial Statements for additional information regarding the restatement and the stock split, respectively.