UNITED STATES
SECURITIES AND E X CHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended August 4, 2018
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
Commission File Number: 1-33338
 
American Eagle Outfitters, Inc.
(Exact name of registrant as specified in its charter)

Delaware	 	No. 13-2721761	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 	 	 	
77 Hot Metal Street, Pittsburgh, PA	 	15203-2329	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (412) 432-3300
Former name, former address and former fiscal year, if changed since last report:
N/A
 
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES   ☒     NO   ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES   ☒     NO   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

Large accelerated filer	 	☒	  	Accelerated filer	 	☐	
Non-accelerated filer	 	☐   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	☐	
 	 	 	  	Emerging growth company	 	☐	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES   ☐     NO   ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 177,365,947 Common Shares were outstanding at August 27, 2018.

 

AMERICAN EAGLE OUTFITTERS, INC.
TABLE OF CONTENTS
 
 	 	 	 	Page
Number	
PART I - FINANCIAL INFORMATION	 	 	
 	 	 	 	 	
Item 1.	 	Financial Statements	 	3	
 	 	Consolidated Balance Sheets: August 4, 2018; February 3, 2018 and July 29, 2017	 	3	
 	 	Consolidated Statements of Operations and Retained Earnings: 13 weeks and 26 weeks ended August 4, 2018 and July 29, 2017 	 	4	
 	 	Consolidated Statements of Comprehensive Income: 13 weeks and 26 weeks ended August 4, 2018 and July 29, 2017	 	5	
 	 	Consolidated Statements of Cash Flows: 26 weeks ended August 4, 2018 and July 29, 2017	 	6	
 	 	Notes to Consolidated Financial Statements	 	7	
Item 2.	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	20	
Item 3.	 	Quantitative and Qualitative Disclosures about Market Risk 	 	29	
Item 4.	 	Controls and Procedures	 	29	
 	 	 	 	
PART II - OTHER INFORMATION	 	
Item 1.	 	Legal Proceedings	 	30	
Item 1A.    	 	Risk Factors	 	30	
Item 2.	 	Unregistered Sales of Equity Securities and Use of Proceeds	 	30	
Item 3.	 	Defaults Upon Senior Securities	 	N/A	
Item 4.	 	Mine Safety Disclosures	 	N/A	
Item 5.	 	Other Information	 	N/A	
Item 6.	 	Exhibits	 	31	
 
2

PART I - FINANCI AL INFORMATION

 ITEM 1. FINANCIAL STATEMENTS.
AMERICAN EAGLE OUTFITTERS, INC.
 CONSOLIDATED BALANCE SHEETS
 
 	 	August 4,	 	 	February 3,	 	 	July 29,	 	
(In thousands, except per share amounts)	 	2018	 	 	2018	 	 	2017	 	
 	 	(Unaudited)	 	 	 	 	 	 	(Unaudited)	 	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	323,322	 	 	$	413,613	 	 	$	192,558	 	
Short-term investments	 	 	40,000	 	 	 	-	 	 	 	-	 	
Merchandise inventory	 	 	466,112	 	 	 	398,213	 	 	 	433,458	 	
Accounts receivable, net	 	 	74,153	 	 	 	78,304	 	 	 	80,673	 	
Prepaid expenses and other	 	 	93,493	 	 	 	78,400	 	 	 	110,496	 	
Total current assets	 	 	997,080	 	 	 	968,530	 	 	 	817,185	 	
Property and equipment, at cost, net of accumulated depreciation	 	 	732,350	 	 	 	724,239	 	 	 	719,127	 	
Intangible assets, at cost, net of accumulated amortization	 	 	45,064	 	 	 	46,666	 	 	 	47,520	 	
Goodwill	 	 	14,926	 	 	 	15,070	 	 	 	15,069	 	
Non-current deferred income taxes	 	 	8,558	 	 	 	9,344	 	 	 	28,761	 	
Other assets	 	 	52,771	 	 	 	52,464	 	 	 	58,661	 	
Total assets	 	$	1,850,749	 	 	$	1,816,313	 	 	$	1,686,323	 	
Liabilities and Stockholders’ Equity	 	 	 	 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable	 	$	264,247	 	 	$	236,703	 	 	$	275,479	 	
Accrued compensation and payroll taxes	 	 	51,903	 	 	 	54,324	 	 	 	22,708	 	
Accrued rent	 	 	85,416	 	 	 	83,312	 	 	 	78,697	 	
Accrued income and other taxes	 	 	18,332	 	 	 	12,781	 	 	 	13,289	 	
Unredeemed gift cards and gift certificates	 	 	33,185	 	 	 	52,347	 	 	 	32,573	 	
Current portion of deferred lease credits	 	 	10,822	 	 	 	11,203	 	 	 	12,838	 	
Other liabilities and accrued expenses	 	 	44,115	 	 	 	34,551	 	 	 	36,398	 	
Total current liabilities	 	 	508,020	 	 	 	485,221	 	 	 	471,982	 	
Non-current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred lease credits	 	 	49,569	 	 	 	47,977	 	 	 	53,620	 	
Non-current accrued income taxes	 	 	7,164	 	 	 	7,269	 	 	 	4,786	 	
Other non-current liabilities	 	 	25,419	 	 	 	29,055	 	 	 	31,636	 	
Total non-current liabilities	 	 	82,152	 	 	 	84,301	 	 	 	90,042	 	
Commitments and contingencies	 	 	—	 	 	 	—	 	 	 	—	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred stock, $0.01 par value; 5,000 shares authorized; none
   issued and outstanding	 	 	—	 	 	 	—	 	 	 	—	 	
Common stock, $0.01 par value; 600,000 shares authorized;
   249,566 shares issued; 177,366, 177,316  and 176,965 shares
   outstanding, respectively	 	 	2,496	 	 	 	2,496	 	 	 	2,496	 	
Contributed capital	 	 	560,349	 	 	 	593,770	 	 	 	586,844	 	
Accumulated other comprehensive loss	 	 	(32,646	)	 	 	(30,795	)	 	 	(30,121	)	
Retained earnings	 	 	1,941,536	 	 	 	1,883,592	 	 	 	1,772,233	 	
Treasury stock, at cost, 72,200, 72,250 and 72,601 shares, respectively	 	 	(1,211,158	)	 	 	(1,202,272	)	 	 	(1,207,153	)	
Total stockholders’ equity	 	 	1,260,577	 	 	 	1,246,791	 	 	 	1,124,299	 	
Total liabilities and stockholders’ equity	 	$	1,850,749	 	 	$	1,816,313	 	 	$	1,686,323	 	
 
Refer to Notes to Consolidated Financial Statements

3

AMERICAN EAGLE OUTFITTERS, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Unaudited)
 
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	August 4,	 	 	July 29,	 	 	August 4,	 	 	July 29,	 	
(In thousands, except per share amounts)	 	2018	 	 	2017	 	 	2018	 	 	2017	 	
Total net revenue	 	$	964,853	 	 	$	844,557	 	 	$	1,787,814	 	 	$	1,606,393	 	
Cost of sales, including certain buying, occupancy and
   warehousing expenses	 	 	611,752	 	 	 	551,908	 	 	 	1,130,271	 	 	 	1,035,922	 	
Gross profit	 	 	353,101	 	 	 	292,649	 	 	 	657,543	 	 	 	570,471	 	
Selling, general and administrative expenses	 	 	233,971	 	 	 	203,717	 	 	 	444,205	 	 	 	398,696	 	
Restructuring charges	 	 	—	 	 	 	9,746	 	 	 	1,568	 	 	 	15,193	 	
Depreciation and amortization expense	 	 	42,739	 	 	 	40,283	 	 	 	84,674	 	 	 	80,730	 	
Operating income	 	 	76,391	 	 	 	38,903	 	 	 	127,096	 	 	 	75,852	 	
Other income (expense), net	 	 	860	 	 	 	(6,734	)	 	 	1,362	 	 	 	(6,330	)	
Income before income taxes	 	 	77,251	 	 	 	32,169	 	 	 	128,458	 	 	 	69,522	 	
Provision for income taxes	 	 	16,918	 	 	 	10,933	 	 	 	28,196	 	 	 	23,050	 	
Net income	 	$	60,333	 	 	$	21,236	 	 	$	100,262	 	 	$	46,472	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income per basic share	 	$	0.34	 	 	$	0.12	 	 	$	0.57	 	 	$	0.26	 	
Net income per diluted share	 	$	0.34	 	 	$	0.12	 	 	$	0.56	 	 	$	0.26	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends per common share	 	$	0.1375	 	 	$	0.1250	 	 	$	0.275	 	 	$	0.250	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding - basic	 	 	177,249	 	 	 	177,228	 	 	 	177,329	 	 	 	178,475	 	
Weighted average common shares outstanding - diluted	 	 	178,505	 	 	 	178,788	 	 	 	178,730	 	 	 	180,473	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Retained earnings, beginning	 	$	1,904,190	 	 	$	1,774,315	 	 	$	1,883,592	 	 	$	1,775,775	 	
Adoption of Accounting Standards Update 2014-09 (see Note 2)	 	 	-	 	 	 	-	 	 	 	152	 	 	 	-	 	
Net income	 	 	60,333	 	 	 	21,236	 	 	 	100,262	 	 	 	46,472	 	
Cash dividends and dividend equivalents	 	 	(24,919	)	 	 	(22,783	)	 	 	(49,580	)	 	 	(45,385	)	
Reissuance of treasury stock	 	 	1,932	 	 	 	(535	)	 	 	7,110	 	 	 	(4,629	)	
Retained earnings, ending	 	$	1,941,536	 	 	$	1,772,233	 	 	$	1,941,536	 	 	$	1,772,233	 	
 
Refer to Notes to Consolidated Financial Statements

4

AMERICAN EAGLE OUTFITTERS, INC.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 	 	13 Weeks Ended	 	 	 	26 Weeks Ended	 	
 	 	August 4,	 	 	July 29,	 	 	 	August 4,	 	 	July 29,	 	
(In thousands)	 	2018	 	 	2017	 	 	 	2018	 	 	2017	 	
Net income	 	$	60,333	 	 	$	21,236	 	 	 	$	100,262	 	 	$	46,472	 	
Other comprehensive income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation income	 	 	(2,290	)	 	 	2,550	 	 	 	 	1,850	 	 	 	6,341	 	
Other comprehensive income:	 	 	(2,290	)	 	 	2,550	 	 	 	 	1,850	 	 	 	6,341	 	
Comprehensive income	 	$	58,043	 	 	$	23,786	 	 	 	$	102,112	 	 	$	52,813	 	
 
Refer to Notes to Consolidated Financial Statements

5

AMERICAN EAGLE OUTFITTERS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 	 	26 Weeks Ended	 	 	
 	 	August 4,	 	 	July 29,	 	 	
(In thousands)	 	2018	 	 	2017	 	 	
Operating activities:	 	 	 	 	 	 	 	 	 	
Net income	 	$	100,262	 	 	$	46,472	 	 	
Adjustments to reconcile net income to net cash from operating activities:	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	85,745	 	 	 	81,697	 	 	
Share-based compensation	 	 	11,731	 	 	 	9,798	 	 	
Deferred income taxes	 	 	(2,669	)	 	 	20,423	 	 	
Foreign currency transaction loss (gain)	 	 	1,574	 	 	 	(5,354	)	 	
Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	
Merchandise inventory	 	 	(69,570	)	 	 	(70,979	)	 	
Accounts receivable	 	 	4,188	 	 	 	5,979	 	 	
Prepaid expenses and other	 	 	(15,457	)	 	 	(32,409	)	 	
Other assets	 	 	(43	)	 	 	(96	)	 	
Accounts payable	 	 	22,992	 	 	 	28,055	 	 	
Unredeemed gift cards and gift certificates	 	 	(18,990	)	 	 	(20,598	)	 	
Deferred lease credits	 	 	1,436	 	 	 	8,251	 	 	
Accrued compensation and payroll taxes	 	 	(2,946	)	 	 	(30,387	)	 	
Accrued income and other taxes	 	 	5,804	 	 	 	1,884	 	 	
Accrued liabilities	 	 	28,340	 	 	 	10,484	 	 	
Total adjustments	 	 	52,135	 	 	 	6,748	 	 	
Net cash provided by operating activities	 	 	152,397	 	 	 	53,220	 	 	
Investing activities:	 	 	 	 	 	 	 	 	 	
Capital expenditures for property and equipment	 	 	(101,360	)	 	 	(86,503	)	 	
Purchase of available-for-sale investments	 	 	(40,000	)	 	 	-	 	 	
Acquisition of intangible assets	 	 	(428	)	 	 	(188	)	 	
Net cash used for investing activities	 	 	(141,788	)	 	 	(86,691	)	 	
Financing activities:	 	 	 	 	 	 	 	 	 	
Payments on capital leases	 	 	(4,556	)	 	 	(7,188	)	 	
Repurchase of common stock as part of publicly announced programs	 	 	(44,913	)	 	 	(87,682	)	 	
Repurchase of common stock from employees	 	 	(18,299	)	 	 	(12,035	)	 	
Net proceeds from stock options exercised	 	 	15,496	 	 	 	225	 	 	
Cash dividends paid	 	 	(48,612	)	 	 	(44,251	)	 	
Net cash used for financing activities	 	 	(100,884	)	 	 	(150,931	)	 	
Effect of exchange rates changes on cash	 	 	(16	)	 	 	(1,653	)	 	
Net change in cash and cash equivalents	 	 	(90,291	)	 	 	(186,055	)	 	
Cash and cash equivalents - beginning of period	 	 	413,613	 	 	 	378,613	 	 	
Cash and cash equivalents - end of period	 	$	323,322	 	 	$	192,558	 	 	
Supplemental disclosure of cash flow information:	 	 	 	 	 	 	 	 	 	
Cash paid during the period for income taxes	 	$	30,012	 	 	$	32,786	 	 	
Cash paid during the period for interest	 	$	550	 	 	$	539	 	 	
 
Refer to Notes to Consolidated Financial Statements

6

AMERICAN EAGLE OUTFITTERS, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.  Interim Financial Statements
The accompanying Consolidated Financial Statements of American Eagle Outfitters, Inc. (the “Company”) at August 4, 2018 and July 29, 2017 and   for the 13 and 26   week periods ended August 4, 2018 and July 29, 2017 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Certain notes and other information have been condensed or omitted from the interim Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q. Therefore, these Consolidated Financial Statements should be read in conjunction with the Company’s Fiscal 2017 Annual Report on Form 10-K filed on March 16, 2018 (the “Fiscal 2017 Form 10-K”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and those described in the footnotes that follow) that are considered necessary for a fair presentation have been included. The existence of subsequent events has been evaluated through the filing date of this Quarterly Report on Form 10-Q.
As used in this report, all references to “we,” “our” and the “Company” refer to American Eagle Outfitters, Inc. and its wholly owned subsidiaries. “American Eagle Outfitters,” “American Eagle,” “AEO” and the “AE Brand” refer to our American Eagle Outfitters stores. “Aerie” refers to our Aerie ® by American Eagle ® stores. “AEO Direct” refers to our e-commerce operations, www.ae.com and www.aerie.com .  “Tailgate” refers to our Tailgate brand of vintage, sports- inspired apparel.  “Todd Snyder” refers to our Todd Snyder New York premium menswear brand.
Our business is affected by the pattern of seasonality common to most retail apparel businesses.  Historically, a large portion of total net revenue and operating income occurs in the third and fourth fiscal quarters, reflecting the increased demand during the back-to-school and year-end holiday selling seasons, respectively.  The results for the current and prior periods are not necessarily indicative of future financial results.

2.  Summary of Significant Accounting Policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.  At August 4, 2018, the Company operated in one reportable segment.
Fiscal Year
The Company’s financial year is a 52 or 53-week year that ends on the Saturday nearest to January 31. As used herein, “Fiscal 2018” refers to the 52-week period ending February 2, 2019. “Fiscal 2017” refers to the 53-week period ended February 3, 2018.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of our 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. On an ongoing basis, our management reviews the Company’s estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
7

Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016–02”) which replaces the existing guidance in Accounting Standard Certification (“ASC”) 840,  Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the Statement of Operations.   The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The guidance in ASU 2016-02 permits a Company to adopt using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients that the Company plans to elect.  The Company will adopt the new standard in Fiscal 2019 and expects that it will result in a significant increase to its long-term assets and liabilities on the Consolidated Balance Sheets as the Company has a significant number of leases.  As of August 4, 2018, the Company had undiscounted future minimum lease commitments under non-cancellable operating leases totaling $1.6 billion.  The Company has formed an implementation team, is substantially complete in identifying its lease population and has begun to input the required information into its existing software used to manage its leases in accordance with this new accounting standard.
 
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income (“ASU 2018-02”). The new guidance permits companies to reclassify the stranded tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) on items within accumulated other comprehensive income to retained earnings. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company will adopt ASU 2018-02 in Fiscal 2019 and does not expect a material impact from the adoption of this guidance to its Consolidated Financial Statements.
Foreign Currency Translation
In accordance with ASC 830, Foreign Currency Matters , assets and liabilities denominated in foreign currencies were translated into United States dollars (“USD”) (the reporting currency) at the exchange rates prevailing at the balance sheet date. Revenues and expenses denominated in foreign currencies were translated into USD at the monthly average exchange rates for the period. Gains or losses resulting from foreign currency transactions are included in the results of operations, whereas, related translation adjustments are reported as an element of other comprehensive income in accordance with ASC 220, Comprehensive Income .
Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”).  ASU 2014-09 is a comprehensive new revenue recognition model that expands disclosure requirements and requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017.
The Company adopted ASU 2014-09 on February 4, 2018 using the modified retrospective method applied to all contracts as of February 4, 2018. Results for reporting periods beginning on or after February 4, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting. The Company recorded a net increase to opening retained earnings of $0.2 million as of February 4, 2018 due to the cumulative impact of adoption.  The impact was the result of accounting for customer loyalty programs using a relative stand-alone selling price method vs. incremental cost method.  The Company defers a portion of the sales revenue attributed to the loyalty points and recognizes revenue when the points are redeemed or expire, consistent with the requirements of ASU 2014-09. Refer to the Customer Loyalty Program caption below for additional information.
Additionally, ASU 2014-09 changes the balance sheet presentation of the Company’s sales return reserve.  Presentation on a gross basis is now required, consisting of a separate right of return asset and liability.  These amounts are recorded within (i) Prepaid Expenses and Other and (ii) Other Liabilities and Accrued Expenses, respectively, on the Consolidated Balance Sheets.  Historically, the Company presented the net sales return liability within Other Liabilities and Accrued Expenses on the Consolidated Balance Sheets. Refer to the Sales Return Reserve caption below for additional information.
Revenue is recorded for store sales upon the purchase of merchandise by customers. The Company’s e-commerce operation records revenue upon the customer receipt date of the merchandise. Shipping and handling revenues are included in total net revenue. Sales tax collected from customers is excluded from revenue and is included as part of accrued income and other taxes on the Company’s Consolidated Balance Sheets.
8

Revenue is recorded net of estimated and actual sales returns and promotional price reductions. The Company records the impact of adjustments to its sales return reserve quarterly within total net revenue and co st of sales. The sales return reserve reflects an estimate of sales returns based on projected merchandise returns determined through the use of historical average return percentages.
Revenue is not recorded on the issuance of gift cards. A current liability is recorded upon issuance, and revenue is recognized when the gift card is redeemed for merchandise. Additionally, the Company recognizes revenue on unredeemed gift cards based on an estimate of the amounts that will not be redeemed (“gift card breakage”), determined through historical redemption trends. Gift card breakage revenue is recognized in proportion to actual gift card redemptions as a component of total net revenue. For further information on the Company’s gift card program, refer to the Gift Cards caption below.
The Company recognizes royalty revenue generated from its license or franchise agreements based on a percentage of merchandise sales by the licensee/franchisee.  This revenue is recorded as a component of total net revenue when earned.
The following table sets forth the approximate consolidated percentage of Total Net Revenue attributable to each merchandise group for each of the periods indicated:
 
 	 	13 Weeks Ended	 	
 	 	August 4,	 	 	July 29,	 	
 	 	2018	 	 	2017	 	
Men’s apparel and accessories	 	 	30	%	 	 	32	%	
Women’s apparel and accessories (excluding Aerie)	 	 	54	%	 	 	55	%	
Aerie	 	 	16	%	 	 	13	%	
Total	 	 	100	%	 	 	100	%	
 
The following table disaggregates the Company’s Total Net Revenue by geography:
 
 	 	13 Weeks Ended	 	
(In thousands)	 	August 4,
2018	 	 	July 29,
2017	 	
Total Net Revenue:	 	 	 	 	 	 	 	 	
United States	 	$	835,692	 	 	$	730,284	 	
Foreign (1)	 	 	129,161	 	 	 	114,273	 	
Total Net Revenue	 	$	964,853	 	 	$	844,557	 	
(1)	Amounts represent sales from American Eagle and Aerie international retail stores, and e-commerce sales that are billed to and/or shipped to foreign countries and international franchise royalty revenue.	
Cost of Sales, Including Certain Buying, Occupancy and Warehousing Expenses
Cost of sales consists of merchandise costs, including design, sourcing, importing and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs (collectively “merchandise costs”) and buying, occupancy and warehousing costs.
Design costs are related to the Company's Design Center operations and include compensation, travel and entertainment, supplies and samples for our design teams, as well as rent and depreciation for our Design Center. These costs are included in cost of sales as the respective inventory is sold.
Buying, occupancy and warehousing costs consist of compensation, employee benefit expenses and travel and entertainment for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operation. Gross profit is the difference between total net revenue and cost of sales.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of compensation and employee benefit expenses, including salaries, incentives and related benefits associated with our stores and corporate headquarters. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office, communication costs, travel and entertainment, leasing costs and services purchased. Selling, general and administrative expenses do not include compensation, employee benefit expenses and travel for our design, sourcing and importing teams, our buyers and our distribution centers as these amounts are recorded in cost of sales.  Additionally, selling, general and administrative expenses do not include rent and utilities related to our stores, operating costs of our distribution centers, and shipping and handling costs related to our e-commerce operations.
Other Income (Expense), Net
Other income, net consists primarily of allowances for uncollectible receivables, foreign currency transaction gain/loss and interest income/expense.   
Cash and Cash Equivalents and Short-term Investments
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
As of August 4, 2018, short-term investments include certificates of deposit with a maturity of greater than three months, but less than one year.
As of July 29, 2017, the Company held no short or long-term investments.
Refer to Note 3 to the Consolidated Financial Statements for information regarding cash and cash equivalents and short-term investments.
Merchandise Inventory
Merchandise inventory is valued at the lower of average cost or net realizable value, utilizing the retail method. Average cost includes merchandise design and sourcing costs and related expenses. The Company records merchandise receipts when control of the merchandise has transferred to the Company.
The Company reviews its inventory levels to identify slow-moving merchandise and generally uses markdowns to clear merchandise. Additionally, the Company estimates a markdown reserve for future planned permanent markdowns related to current inventory. Markdowns may occur when inventory exceeds customer demand for reasons of style, seasonal adaptation, changes in customer preference, lack of consumer acceptance of fashion items, competition, or if it is determined that the inventory in stock will not sell at its currently ticketed price. Such markdowns may have a material adverse impact on earnings, depending on the extent and amount of inventory affected. The Company also estimates a shrinkage reserve for the period between the last physical count and the balance sheet date. The estimate for the shrinkage reserve, based on historical results, can be affected by changes in merchandise mix and changes in actual shrinkage trends.
Income Taxes
The Company calculates income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the use of the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the Consolidated Financial Statement carrying amounts of existing assets and liabilities and their respective tax bases as computed pursuant to ASC 740. Deferred tax assets and liabilities are measured using the tax rates, based on certain judgments regarding enacted tax laws and published guidance, in effect in the years when those temporary differences are expected to reverse. A valuation allowance is established against the deferred tax assets when it is more likely than not that some portion or all of the deferred taxes may not be realized. Changes in the Company’s level and composition of earnings, tax laws or the deferred tax valuation allowance, as well as the results of tax audits may materially impact the Company’s effective income tax rate.
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The Comp any evaluates its income tax positions in accordance with ASC 740, which prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, includi ng a decision whether to file or not to file in a particular jurisdiction. Under ASC 740, a tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits.
The calculation of deferred tax assets and liabilities, as well as the decision to recognize a tax benefit from an uncertain position and to establish a valuation allowance requires management to make estimates and assumptions. The Company believes that its estimates and assumptions are reasonable, although actual results may have a positive or negative material impact on the balances of deferred tax assets and liabilities, valuation allowances or net income.
Refer to Note 10 to the Consolidated Financial Statements for additional information regarding income taxes.
Property and Equipment
Property and equipment is recorded on the basis of cost, including costs to prepare the asset for use, with depreciation computed utilizing the straight-line method over the asset’s estimated useful life. The useful lives of our major classes of assets are as follows:
 
Buildings	 	25 years	
Leasehold improvements	 	Lesser of 10 years or the term of the lease	
Fixtures and equipment
Information technology	 	5 years
3-5 years	
 
As of August 4, 2018, the weighted average remaining useful life of our assets is approximately 8 years.
 
In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), the Company evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be identified, for stores that have been open for a period of time sufficient to reach maturity.  Impairment losses are recorded on long-lived assets used in operations when events and circumstances indicate that the assets are impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. When events such as these occur, the impaired assets are adjusted to their estimated fair value and an impairment loss is recorded. No long-lived asset impairment charges were recorded during the 13 or 26 weeks ended August 4, 2018 or July 29, 2017.
Refer to Note 6 to the Consolidated Financial Statements for additional information regarding property and equipment.
Goodwill
The Company’s goodwill is primarily related to the acquisition of its importing operations, Canada business and Tailgate and Todd Snyder brands.  In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), the Company evaluates goodwill for possible impairment on at least an annual basis and last performed an annual impairment test as of February 3, 2018.  As a result of the Company’s annual goodwill impairment test, the Company concluded that its goodwill was not impaired.  
Intangible Assets
Intangible assets are recorded on the basis of cost with amortization computed utilizing the straight-line method over the assets’ estimated useful lives.  The Company’s intangible assets, which consists primarily of trademark assets, are generally amortized over 15 to 25 years.
The Company evaluates intangible assets for impairment in accordance with ASC 350 when events or circumstances indicate that the carrying value of the asset may not be recoverable. Such an evaluation includes the estimation of undiscounted future cash flows to be generated by those assets. If the sum of the estimated future undiscounted cash flows is less than the carrying amounts of the assets, then the assets are impaired and are adjusted to their estimated fair value. No intangible asset impairment charges were recorded during the 13 or 26 weeks ended August 4, 2018 or July 29, 2017.
Refer to Note 7 to the Consolidated Financial Statements for additional information regarding intangible assets.
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Gift Cards
Revenue is not recorded on the issuance of gift cards. The value of a gift card is recorded as a current liability upon issuance, and revenue is recognized when the gift card is redeemed for merchandise.  The Company estimates gift card breakage and recognizes revenue in proportion to actual gift card redemptions as a component of total net revenue. The adoption of ASU 2014-09 did not have an impact of the Company’s accounting for gift card breakage.
The Company determines an estimated gift card breakage rate by continuously evaluating historical redemption data and the time when there is a remote likelihood that a gift card will be redeemed. The Company recorded $2.1 million and $2.0 million of revenue related to gift card breakage during the 13 weeks ended August 4, 2018 and July 29, 2017, respectively. During the 26 weeks ended August 4, 2018 and July 29, 2017, the Company recorded $4.6 million and $4.5 million, respectively, of revenue related to gift card breakage.
Deferred Lease Credits
Deferred lease credits represent the unamortized portion of construction allowances received from landlords related to the Company’s retail stores. Construction allowances are generally comprised of cash amounts received by the Company from its landlords as part of the negotiated lease terms. The Company records a receivable and a deferred lease credit liability at the lease commencement date (date of initial possession of the store). The deferred lease credit is amortized on a straight-line basis as a reduction of rent expense over the term of the original lease (including the pre-opening build-out period). The receivable is reduced as amounts are received from the landlord.
Co-branded Credit Card
The Company offers a co-branded credit card (the “AEO Visa Card”) and a private label credit card (the “AEO Credit Card”) under the AEO and Aerie brands. These credit cards are issued by a third-party bank (the “Bank”) in accordance with a credit card agreement (the “Agreement”). The Company has no liability to the Bank for bad debt expense, provided that purchases are made in accordance with the Bank’s procedures. We receive funding from the Bank based on the Agreement and card activity, which includes payments for new account activations and usage of the credit cards. We recognize revenue for this funding when the amounts are fixed or determinable and collectability is reasonably assured.  This revenue is recorded in other revenue, which is a component of total net revenue in our Consolidated Statements of Operations and Retained Earnings. The adoption of ASU 2014-09 did not have an impact of the Company’s accounting for the co-branded credit card.
For further information on the Company’s loyalty program, refer to the Customer Loyalty Program caption below.
Customer Loyalty Program
 The Company recently launched a new, digitized loyalty program called AEO Connected TM (the “Program”).  This Program integrates the credit card rewards program and the AEREWARDS Ò loyalty program into one combined customer offering.  Under the Program, customers accumulate points based on purchase activity and earn rewards by reaching certain point thresholds and, when reached, rewards are distributed.  Customers earn rewards in the form of discount savings certificates. Rewards earned are valid through the stated expiration date, which is approximately 45 days from the issuance date of the reward. Additional rewards are also given for key items such as jeans and bras.  Rewards not redeemed during the 45-day redemption period are forfeited. 
Points earned under the Program on purchases at AE and Aerie are accounted for in accordance with ASU 2014-09.  The portion of the sales revenue attributed to the award points is deferred and recognized when the award is redeemed or when the points expire, using the relative stand-alone selling price method.  Additionally, reward points earned using the co-branded credit card on non-AEO or Aerie purchases are accounted for in accordance with ASU 2014-09.  As the points are earned, a current liability is recorded for the estimated cost of the award, and the impact of adjustments is recorded in cost of sales.  The Company recorded a net increase to opening retained earnings of $0.2 million as of February 4, 2018 due to the cumulative impact of adoption.    
 
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Sales Return Res erve
Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions and other promotions. The Company records the impact of adjustments to its sales return reserve quarterly within total net revenue and cost of sales. The Sales Return Reserve reflects an estimate of sales returns based on projected merchandise returns determined through the use of historical average return percentages.  
As of August 4, 2018, the Company recorded a Right of Return Asset of $5.4 million within Prepaid Expenses and Other on the Consolidated Balance Sheet, offset by a Sales Return Reserve Liability of $12.3  million within Other Liabilities and Accrued Expenses on the Consolidated Balance Sheet.  The Sales Return Reserve Liability was $4.9 million, recorded within Other Liabilities and Accrued Expenses, at July 29, 2017.
Segment Information
In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company has identified two operating segments (American Eagle Brand and Aerie Brand) that reflect the basis used internally to review performance and allocate resources. All operating segments have been aggregated and are presented as one reportable segment, as permitted by ASC 280.  

3.  Cash and Cash Equivalents and Short-term Investments
The following table summarizes the fair market values for the Company’s cash and short-term investments, which are recorded on the Consolidated Balance Sheets:
 
(In thousands)	 	August 4,
2018	 	 	February 3,
2018	 	 	July 29,
2017	 	
Cash and cash equivalents:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash	 	$	184,280	 	 	$	184,107	 	 	$	162,763	 	
Interest bearing deposits	 	 	72,886	 	 	 	174,577	 	 	 	29,795	 	
Commercial paper	 	 	66,156	 	 	 	54,929	 	 	 	—	 	
Total cash and cash equivalents	 	$	323,322	 	 	$	413,613	 	 	$	192,558	 	
Short-term investments	 	 	 	 	 	 	 	 	 	 	 	 	
Certificates of Deposit	 	 	40,000	 	 	 	—	 	 	 	—	 	
Total short-term investments	 	 	40,000	 	 	 	—	 	 	 	—	 	
Total	 	$	363,322	 	 	$	413,613	 	 	$	192,558	 	
 
Purchases of investments were $40.0 million for the 26 weeks ended August 4, 2018.  There were no sales or purchases of investments for the 26 weeks ended July 29, 2017.

4.  Fair Value Measurements
ASC 820, Fair Value Measurement Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements.  Fair value is defined under ASC 820 as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date.
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Financial Instruments
Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs.  In addition, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include:
•	Level 1 — Quoted prices in active markets.	
•	Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly.	
•	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.	
In accordance with ASC 820, the following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) measured at fair value on a recurring basis at August 4, 2018 and July 29, 2017:
 
 	 	Fair Value Measurements at August 4, 2018	 	
(In thousands)	 	Carrying Amount	 	 	Quoted Market
Prices in Active
Markets for
Identical
Assets
(Level 1)	 	 	Significant Other
Observable Inputs
(Level 2)	 	 	Significant
Unobservable
Inputs
(Level 3)	 	
Cash and cash equivalents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash	 	$	184,280	 	 	$	184,280	 	 	 	—	 	 	 	—	 	
Interest bearing deposits	 	 	72,886	 	 	 	72,886	 	 	 	—	 	 	 	—	 	
Commercial paper	 	 	66,156	 	 	 	66,156	 	 	 	—	 	 	 	—	 	
Total cash and cash equivalents	 	$	323,322	 	 	$	323,322	 	 	 	—	 	 	 	—	 	
Short-term investments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Certificates of Deposit	 	 	40,000	 	 	 	40,000	 	 	 	—	 	 	 	—	 	
Total short-term investments	 	 	40,000	 	 	 	40,000	 	 	 	 	 	 	 	 	 	
Total	 	$	363,322	 	 	$	363,322	 	 	 	—	 	 	 	—	 	
 
 	 	Fair Value Measurements at July 29, 2017	 	
(In thousands)	 	Carrying Amount	 	 	Quoted Market
Prices in Active
Markets for
Identical
Assets
(Level 1)	 	 	Significant Other
Observable Inputs
(Level 2)	 	 	Significant
Unobservable
Inputs
(Level 3)	 	
Cash and cash equivalents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash	 	$	162,763	 	 	$	162,763	 	 	 	—	 	 	 	—	 	
Interest bearing deposits	 	 	29,795	 	 	 	29,795	 	 	 	—	 	 	 	—	 	
Total cash and cash equivalents	 	$	192,558	 	 	$	192,558	 	 	$	—	 	 	$	—	 	
 
In the event the Company holds Level 3 investments, a discounted cash flow model is used to value those investments. There were no Level 3 investments at August 4, 2018 or July 29, 2017.
Non-Financial Assets
The Company’s non-financial assets, which include goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis.  However, if certain triggering events occur, or if an annual impairment test is required, and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the estimated fair value.  During the 13 and 26 weeks ended for August 4, 2018, the Company did not impair any non-financial assets.

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5.  Earnings per Share
The following is a reconciliation between basic and diluted weighted average shares outstanding:
 
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	August 4,	 	 	July 29,	 	 	August 4,	 	 	July 29,	 	
(In thousands)	 	2018	 	 	2017	 	 	2018	 	 	2017	 	
Weighted average common shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic number of common shares outstanding	 	 	177,249	 	 	 	177,228	 	 	 	177,329	 	 	 	178,475	 	
Dilutive effect of stock options and non-vested
   restricted stock	 	 	1,256	 	 	 	1,560	 	 	 	1,401	 	 	 	1,998	 	
Diluted number of common shares outstanding	 	 	178,505	 	 	 	178,788	 	 	 	178,730	 	 	 	180,473	 	
 
Equity awards to purchase approximately 0.7 million shares of common stock during both the 13 and 26 weeks ended August 4, 2018, respectively, and approximately 3.3 million shares of common stock during both the 13 and 26 weeks ended July 29, 2017 were outstanding, but were not included in the computation of weighted average diluted common share amounts as the effect of doing so would be anti-dilutive.
Additionally,   approximately 0.7 million   shares of restricted stock units for the 13 and 26 weeks ended August 4, 2018, and 1.3 million shares of restricted stock units for the 13 and 26 weeks ended July 29, 2017,were outstanding, but not included in the computation of weighted average diluted common share amounts as the effect of doing so would be anti-dilutive. Furthermore, approximately 1.1 million and 1.4 million shares of restricted stock units for the 13 and 26 weeks ended August 4, 2018, respectively, and 0.6 million shares of restricted stock units for both the 13 and 26 weeks ended July 29, 2017, respectively, were not included in the computation of weighted average diluted common shares amounts because the number of shares ultimately issued is contingent on the Company’s performance compared to pre-established annual performance goals.  
Refer to Note 9 to the Consolidated Financial Statements for additional information regarding share-based compensation.

6.  Property and Equipment
Property and equipment consists of the following:
 
 	 	August 4,	 	 	February 3,	 	 	July 29,	 	
(In thousands)	 	2018	 	 	2018	 	 	2017	 	
Property and equipment, at cost	 	$	2,096,940	 	 	$	2,023,875	 	 	$	1,955,756	 	
Less:  Accumulated depreciation and impairment	 	 	(1,364,590	)	 	 	(1,299,636	)	 	 	(1,236,629	)	
Property and equipment, net	 	$	732,350	 	 	$	724,239	 	 	$	719,127	 	

7.  Intangible Assets
Intangible assets consist of the following:
 
 	 	August 4,	 	 	February 3,	 	 	July 29,	 	
(In thousands)	 	2018	 	 	2018	 	 	2017	 	
Trademarks, at cost	 	$	70,750	 	 	$	70,322	 	 	$	69,166	 	
Less:  Accumulated amortization	 	 	(25,686	)	 	 	(23,656	)	 	 	(21,646	)	
Intangible assets, net	 	$	45,064	 	 	$	46,666	 	 	$	47,520	 	

8.  Other Credit Arrangements
In Fiscal 2014, the Company entered into a Credit Agreement (“Credit Agreement”) for five-year, syndicated, asset-based revolving credit facilities (the “Credit Facilities”). The Credit Agreement provides senior secured revolving credit for loans and letters of credit up to $400 million, subject to customary borrowing base limitations. The Credit Facilities provide increased financial flexibility and take advantage of a favorable credit environment.
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All obligations under the Credit Facilities are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by a first-priority security interest in certain working capital assets of the borrowers and guarantors, consisting primarily of cash, receivables, inventory and certain other assets and have been further secured by first-priority mortgages on certain real property.
As of August 4, 2018, the Company was in compliance with the terms of the Credit Agreement and had $8.1 million outstanding in stand-by letters of credit. No loans were outstanding under the Credit Agreement as of August 4, 2018.     

9.  Share-Based Compensation
The Company accounts for share-based compensation under the provisions of ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share-based payments at fair value. The Company adopted ASU 2016-09, Compensation—Stock Compensation (“ASU 2016-09”) prospectively at the beginning of Fiscal 2017 and now records excess tax benefits and deficiencies as a discrete adjustment to income tax expense when stock awards vest or are exercised, rather than in contributed capital where they have been historically recorded.  ASU 2016-09 also requires cash flows related to excess tax benefits from share-based compensation to be presented in operating activities, rather than separately as a financing activity, in the Consolidated Statement of Cash Flows.
Total share-based compensation expense included in the Consolidated Statements of Operations and Retained Earnings for the 13 weeks and 26 weeks ended August 4, 2018 was $6.0 million ($4.7 million, net of tax) and $11.7 million ($9.0 million, net of tax), respectively, and for the 13 weeks and 26 weeks ended July 29, 2017 was $5.0 million ($3.3 million, net of tax) and $9.8 million ($6.5 million, net of tax), respectively.   
Stock Option Grants
The Company grants both time-based and performance-based stock options. A summary of the Company’s stock option activity for the 26 weeks ended August 4, 2018 follows:
 
 	 	 	 	 	 	Weighted-
Average	 	 	Weighted-
Average
Remaining
Contractual	 	 	Aggregate	 	
 	 	Options	 	 	Exercise Price	 	 	Term	 	 	Intrinsic Value	 	
 	 	(In thousands)	 	 	 	 	 	 	(In years)	 	 	(In thousands)	 	
Outstanding - February 3, 2018	 	 	2,190	 	 	$	14.59	 	 	 	 	 	 	 	 	 	
Granted	 	 	715	 	 	$	19.60	 	 	 	 	 	 	 	 	 	
Exercised (1)	 	 	(991	)	 	$	15.59	 	 	 	 	 	 	 	 	 	
Cancelled	 	 	—	 	 	$	—	 	 	 	 	 	 	 	 	 	
Outstanding - August 4, 2018	 	 	1,914	 	 	$	16.76	 	 	 	5.8	 	 	$	16,831	 	
Vested and expected to vest - August 4, 2018	 	 	1,681	 	 	$	17.06	 	 	 	5.8	 	 	$	13,628	 	
Exercisable - August 4, 2018 (2)	 	 	174	 	 	$	15.00	 	 	 	5.2	 	 	$	1,836	 	
 
(1)	Options exercised during the 26 weeks ended August 4, 2018 had exercise prices ranging from $13.70 to $15.89.   	
(2)	Options exercisable represent “in-the-money” vested options based upon the weighted-average exercise price of vested options compared to the Company’s stock price on August 4, 2018.	
Cash received from the exercise of stock options was $15.5 million for the 26 weeks ended August 4, 2018 and $0.2 million for the 26 weeks ended July 29, 2017.    The actual tax benefit realized from stock option exercises totaled $0.9 million for the 26 weeks ended August 4, 2018 and $0.7 million for the 26 weeks ended July 29, 2017.      
As of August 4, 2018, there was $6.7 million of unrecognized compensation expense for stock option awards that is expected to be recognized over a weighted average period of 2.0 years.  
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The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
 
 	 	26 Weeks Ended	 	26 Weeks Ended	 	
 	 	August 4,	 	July 29,	 	
Black-Scholes Option Valuation Assumptions	 	2018	 	2017	 	
Risk-free interest rate (1)	 	 	2.6	%	 	2.1	%	
Dividend yield	 	 	2.5	%	 	3.1	%	
Volatility factor (2)	 	 	39.5	%	 	38.5	%	
Weighted-average expected term (3)	 	4.5 years	 	4.5 years	 	
 
(1)	Based on the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected life of our stock options.	
(2)	Based on a combination of historical volatility of the Company’s common stock and implied volatility.	
(3)	Represents the period of time options are expected to be outstanding. The weighted average expected option terms were determined based on historical experience.            	
Restricted Stock Grants
Time-based restricted stock awards are comprised of time-based restricted stock units.  These awards vest over three years.  Time-based restricted stock units receive dividend equivalents in the form of additional time-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award.
Performance-based restricted stock awards include performance-based restricted stock units.  These awards cliff vest at the end of a three-year period based upon the Company’s achievement of pre-established goals throughout the term of the award.  Performance-based restricted stock units receive dividend equivalents in the form of additional performance-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award.
The grant date fair value of all restricted stock awards is based on the closing market price per share of the Company’s common stock on the date of grant.
A summary of the Company’s restricted stock activity is presented in the following tables:
 
 	 	Time-Based Restricted
Stock Units	 	 	Performance-Based Restricted
Stock Units	 	
 	 	26 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	August 4, 2018	 	 	August 4, 2018	 	
(Shares in thousands)	 	Shares	 	 	Weighted
-Average
Grant Date
Fair Value	 	 	Shares	 	 	Weighted
-Average
Grant Date
Fair Value	 	
Nonvested - February 3, 2018	 	 	2,189	 	 	$	13.27	 	 	 	2,138	 	 	$	15.16	 	
Granted	 	 	713	 	 	$	24.14	 	 	 	508	 	 	$	19.63	 	
Vested	 	 	(948	)	 	$	13.67	 	 	 	(901	)	 	$	14.87	 	
Cancelled	 	 	(83	)	 	$	13.29	 	 	 	(18	)	 	$	15.42	 	
Nonvested - August 4, 2018	 	 	1,871	 	 	$	17.21	 	 	 	1,727	 	 	$	16.62	 	
 
As of August 4, 2018, there was $28.2 million of unrecognized compensation expense related to non-vested, time-based restricted stock unit awards that is expected to be recognized over a weighted-average period of 2.3 years. Based on current probable performance, there is $5.0 million of unrecognized compensation expense related to performance-based restricted stock unit awards which will be recognized as achievement of performance goals is probable over a one to three -year period.
As of August 4, 2018, the Company had 8.2 million shares available for all equity grants.

17

10.  Income Taxes
The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for discrete quarterly events. The effective income tax rate for the 13 weeks ended August 4, 2018 was 21.9% compared to 34.0% for the 13 weeks ended July 29, 2017.  The effective income tax rate for the 26 weeks ended August 4, 2018 was 21.9% compared to 33.2% for the 26 weeks ended July 29, 2017.  The decrease in the effective income tax rate for the 13 weeks and 26 weeks ended August 4, 2018 was primarily due to the reduction in the U.S. federal corporate tax rate from 35% to 21% as a result of the enactment of the Tax Cut and Jobs Act (the “Tax Act”) in December 2017, and excess tax benefits from share-based payments in accordance with ASU 2016-09 Compensation—Stock Compensation (Topic 718)  (“ASU 2016-09”) .   
The Company records accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company recognizes income tax liabilities related to unrecognized tax benefits in accordance with ASC 740 and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available .   Unrecognized tax benefits decreased by approximately $1.7 million during the 13 weeks ended August 4, 2018 due to income tax settlements.  Over the next twelve months, the Company believes that it is reasonably possible that unrecognized tax benefits may decrease by approximately $3.1 million due to settlements, expiration of statute of limitations or other changes in unrecognized tax benefits.  
 
The Tax Act reduces the U.S. federal corporate income tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. The Company is applying the guidance in Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), when accounting for the enactment-date effects of the Tax Act. At August 4, 2018, the Company has not completed its accounting for the tax effects of the Tax Act; however, it has made reasonable estimates of the tax effects. During the 13 weeks ended August 4, 2018, the Company has not recorded any adjustments to the provisional amounts recorded at February 3, 2018 related to the remeasurement of its deferred balances and the one-time transition tax.  In all cases, the Company is continuing to make and refine its calculations as additional analysis is completed. In addition, the Company’s estimates may also be affected as it gains a more thorough understanding of the tax law and certain aspects of the Tax Act are clarified by the taxing authorities. See Note 14 to the Consolidated Financial Statements in the Fiscal 2017 Form 10-K for further details on the Tax Act and SAB 118.

 
11.  Legal Proceedings
The Company is subject to certain legal proceedings and claims arising out of the conduct of its business. In accordance with ASC 450, Contingencies (“ASC 450”), the Company records a reserve for estimated losses when the loss is probable and the amount can be reasonably estimated. If a range of possible loss exists and no anticipated loss within the range is more likely than any other anticipated loss, the Company records the accrual at the low end of the range, in accordance with ASC 450.  As the Company believes that it has provided adequate reserves, it anticipates that the ultimate outcome of any matter currently pending against the Company will not materially affect the consolidated financial position, results of operations or consolidated cash flows of the Company.  However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.

18

12.  Re structuring Charges
 
During the 26 weeks ended August 4, 2018, the Company recorded pre-tax restructuring charges of $1.6 million. These amounts consist primarily of charges for corporate severance costs. The Company may incur additional charges for corporate and international restructuring in Fiscal 2018. The magnitude is dependent on a number of factors, including negotiating third-party agreements, adherence to notification requirements and local laws.
 
During the 13 and 26 weeks ended July 29, 2017, the Company recorded pre-tax restructuring related charges of $20.7 million and $26.2 million, respectively. These amounts consist of costs related to the planned exit of a joint business venture; charges for home office restructuring; and the previously announced initiative to explore the closure or conversion of Company owned and operated stores in Hong Kong, China, and the United Kingdom to licensed partnerships.  The closure of Company owned and operated stores in the United Kingdom was completed in the 13 weeks ended July 29, 2017.
 
 	 	26 Weeks Ended	 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	August 4,	 	 	July 29,	 	 	July 29,	 	
(In thousands)	 	2018	 	 	2017	 	 	2017	 	
Lease termination and store closure costs	 	$	—	 	 	$	7,860	 	 	$	8,032	 	
Severance and related employee costs	 	 	1,568	 	 	 	1,886	 	 	 	7,161	 	
Total cash restructuring charges (1)	 	 	1,568	 	 	 	9,746	 	 	 	15,193	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Joint business venture charges (2)	 	 	—	 	 	 	9,311	 	 	 	9,311	 	
Inventory charges (3)	 	 	—	 	 	 	1,669	 	 	 	1,669	 	
Total restructuring charges	 	$	1,568	 	 	$	20,726	 	 	$	26,173	 	
(1)	Cash charges of $1.6 million for the 26 weeks ended August 4, 2018 consisted primarily of charges for corporate severance costs and $9.7 million and $15.2 million for the 13 and 26 weeks ended July 29, 2017, respectively, for lease termination, store closures and severance were recorded within Restructuring Charges on the Consolidated Statements of Operations and Retained Earnings	
(2)	$9.3 million ($5.1 million cash and $4.2 million non-cash) of charges related to the planned exit of a joint business venture were recorded within Other (Expense) Income, Net on the Consolidated Statements of Operations and Retained Earnings	
(3)	Non-cash inventory charges of $1.7 million related to restructuring activities for our United Kingdom and Asia markets recorded as a reduction in Gross Profit on the Consolidated Statements of Operations and Retained Earnings.	

A rollforward of the liabilities recognized in the Consolidated Balance Sheet is as follows.  The accrued liability as of February 3, 2018 relates to previous restructuring activities disclosed in the Company’s Fiscal 2017 Form 10-K, which remained unpaid at the beginning of Fiscal 2018.
 
 	 	26 Weeks Ended	 	
 	 	August 4,	 	
(In thousands)	 	2018	 	
Accrued liability as of February 3, 2018	 	$	7,650	 	
Add: Costs incurred, excluding non-cash charges	 	 	1,568	 	
Less:  Cash payments and adjustments	 	 	(4,577	)	
 	 	 	 	 	
Accrued liability as of August 4, 2018	 	$	4,641	 	

 

19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our Fiscal 2017 Management’s Discussion and Analysis of Financial Condition and Results of Operations which can be found in our Fiscal 2017 Form 10-K.
In addition, the following discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements and should be read in conjunction with these statements and notes thereto.
This report contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations or beliefs concerning future events, including the following:
•	the planned opening of approximately 15 to 20 American Eagle Outfitters stores and 10 to 15 Aerie stores, and conversion of 20 to 25 Aerie side-by-side format stores in North America during Fiscal 2018;	
•	the success of our efforts to expand internationally, engage in future franchise/license agreements, and/or growth through acquisitions or joint ventures;	
•	the selection of approximately 60 to 70 American Eagle Outfitters stores in the United States and Canada for remodeling and refurbishing during Fiscal 2018;	
•	the potential closure of approximately 10 to 15 American Eagle Outfitters and 5 to 10 Aerie stores, primarily in North America during Fiscal 2018;	
•	the planned opening of approximately 45 to 50 new international third-party operated American Eagle Outfitters stores during Fiscal 2018;	
•	the success of our core American Eagle Outfitters and Aerie brands through our omni-channel and licensed outlets within North America and internationally;	
•	the success of our business priorities and strategies;	
•	the expected payment of a dividend in future periods;	
•	the possibility that our credit facilities may not be available for future borrowings;	
•	the possibility that rising prices of raw materials, labor, energy, tariffs, and other inputs to our manufacturing process, if unmitigated, will have a significant impact to our profitability; and	
•	the possibility that we may be required to take additional store impairment charges related to underperforming stores.	
We caution that these forward-looking statements, and those described elsewhere in this report, involve material risks and uncertainties and are subject to change based on factors beyond our control as discussed herein and Item 1A of our Fiscal 2017 Form 10-K. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements.
Key Performance Indicators
Our management evaluates the following items, which are considered key performance indicators, in assessing our performance:
Comparable sales — Comparable sales provide a measure of sales growth for stores and channels open at least one year over the comparable prior year period. In fiscal years following those with 53 weeks, including Fiscal 2018, the prior year period is shifted by one week to compare similar calendar weeks. A store is included in comparable sales in the thirteenth month of operation. However, stores that have a gross square footage change of 25% or greater due to a remodel are removed from the comparable sales base, but are included in total sales. These stores are returned to the comparable sales base in the thirteenth month following the remodel. Sales from American Eagle Outfitters, Aerie, Tailgate and Todd Snyder stores, as well as sales from AEO Direct and other digital channels, are included in total comparable sales. Sales from licensed stores are not included in comparable sales. Individual American Eagle Outfitters and Aerie brand comparable sales disclosures represent sales from stores and AEO Direct.
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AEO Direct sales are included in the individual American Eagle Outfitters and Aerie brand comparable sales metric for the following reasons:
•	Our approach to customer engagement is “omni-channel”, which provides a seamless customer experience through both traditional and non-traditional channels, including four wall store locations, web, mobile/tablet devices, social networks, email, in-store displays and kiosks. Additionally, we fulfill online orders at stores through our buy online, ship from store capability, maximizing store inventory exposure to digital traffic. We also offer a reserve online, pickup in store service to our customers and give them the ability to look up store inventory from all digital channels; and	
•	Shopping behavior has continued to evolve across multiple channels that work in tandem to meet customer needs. Management believes that presenting a brand level performance metric that includes all channels (i.e., stores and AEO Direct) is the most appropriate, given customer behavior.	
Our management considers comparable sales to be an important indicator of our current performance. Comparable sales results are important to achieve leveraging of our costs, including store payroll, store supplies, rent, etc. Comparable sales also have a direct impact on our total net revenue, cash and working capital.
Gross profit  — Gross profit measures whether we are optimizing profitability of our sales. Gross profit is the difference between total net revenue and cost of sales. Cost of sales consists of: merchandise costs including design, sourcing, importing and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs (collectively “merchandise costs”) and buying, occupancy and warehousing costs. Design costs consist of: compensation, rent, depreciation, travel, supplies and samples.
Buying, occupancy and warehousing costs consist of: compensation, employee benefit expenses and travel for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operation.
The inability to obtain acceptable levels of sales, initial markups or any significant increase in our use of markdowns could have an adverse effect on our gross profit and results of operations.
Operating income — Our management views operating income as a key indicator of our performance. The key drivers of operating income are comparable sales, gross profit, our ability to control selling, general and administrative expenses (“SG&A”), and our level of capital expenditures. Management also uses earnings before interest and taxes as an indicator of operating results.
Return on invested capital — Our management uses return on invested capital as a key measure to assess our efficiency at allocating capital to profitable investments. This measure is critical in determining which strategic investments to pursue.
Omni-channel sales performance  — Our management utilizes the following quality of sales metrics in evaluating our omni-channel sales performance: sales per square foot, comparable sales, average unit retail price (“AUR”), units per transaction (“UPT”), average transaction value, transactions, customer traffic, conversion rates, average unit cost (“AUC”),  and comparable gross margin dollars.
Inventory turnover  — Our management evaluates inventory turnover as a measure of how productively inventory is bought and sold. Inventory turnover is important as it can signal slow moving inventory. This can be critical in determining the need to take markdowns on merchandise.
Cash flow and liquidity  — Our management evaluates cash flow from operations, investing and financing in determining the sufficiency of our cash position.  Free cash flow has historically been sufficient to cover our uses of cash. Our management believes that free cash flow will be sufficient to fund anticipated capital expenditures, dividends and working capital requirements.
21

Results of Operations
Overview
 
Our second quarter produced the fourteenth consecutive quarter of positive comparable sales increase. Total net revenue increased 14% to $964.9 million and consolidated comparable sales, including AEO Direct, increased 9%, following a 2% increase last year.  By brand, American Eagle brand comparable sales increased 7% while Aerie comparable sales increased 27%. Gross profit increased 21% to $353.1 million compared to $292.6 million last year and increased 170 basis points to 36.6% as a percentage of total net revenue. The increase in the gross margin rate is primarily the result of rent leverage.
 
Net income for the quarter increased 184% to $60.3 million, or $0.34 per diluted share, compared to $21.2 million, or $0.12 per diluted share, last year, which included $0.07 per share of restructuring charges.  Net income per diluted share this year increased 79% to $0.34 per share, compared to adjusted net income per diluted share of $0.19 last year.
Our business is affected by the pattern of seasonality common to most retail apparel businesses. The results for the current and prior periods are not necessarily indicative of future financial results.
This results of operations section contains non-GAAP financial measures (“non-GAAP” or “adjusted”), comprised of earnings per share information excluding non-GAAP items. This financial measure is not based on any standardized methodology prescribed by U.S. generally accepted accounting principles (“GAAP”) and is not necessarily comparable to similar measures presented by other companies. We believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance, when reviewed in conjunction with our GAAP financial statements. These amounts are not determined in accordance with GAAP and, therefore, should not be used exclusively in evaluating our business and operations.  The table below reconciles the GAAP financial measure to the non-GAAP financial measure discussed above.
 
 	 	13 Weeks Ended	 	
 	 	July 29,	 	
 	 	2017	 	
Net income per diluted share - GAAP Basis	 	$	0.12	 	
Add: Restructuring charges (1)	 	 	0.04	 	
Add: Joint business venture charges (2)	 	 	0.03	 	
Net income per diluted share - Adjusted or Non- GAAP Basis	 	$	0.19	 	
 
(1)	13 weeks ended July 29, 2017: $11.4 million pre-tax restructuring related charges, consisting of:	
• Inventory charges related to restructuring activities for United Kingdom, Hong Kong, and China ($1.7 million), recorded as a reduction in Gross Profit on the Consolidated Statements of Operations and Retained Earnings
• Lease buyouts, store closures, and severance related charges ($9.7 million), which includes charges for the United Kingdom, Hong Kong, China, and corporate overhead reductions, recorded within Restructuring Charges on the Consolidated Statements of Operations.
 
(2)	$9.3 million pre-tax charges for the planned exit of a joint business venture, recorded within Other (Expense) Income, net on the Consolidated Statements of Operations.	
During the first half of 2018, we returned $93.5 million to shareholders through share repurchases of $44.9 million, and cash dividends of $48.6 million.  We had $363.3 million in cash and short-term investments as of August 4, 2018 compared to $192.6 million last year.  Merchandise inventory at the end of the second quarter was $466.1 million, compared to $433.5 million last year, an 8% increase.  
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The following table shows the percentage relationship to total net revenue of the listed line items included in our Consolidated Statements of Operations and Retained Earnings.  
 
 	 	13 Weeks Ended	 	 	 	26 Weeks Ended	 	 	
 	 	August 4,	 	 	 	July 29,	 	 	 	August 4,	 	 	 	July 29,	 	 	
 	 	2018	 	 	 	2017	 	 	 	2018	 	 	 	2017	 	 	
Total net revenue	 	 	100.0	 	%	 	 	100.0	 	%	 	 	100.0	 	%	 	 	100.0	 	%	
Cost of sales, including certain buying, occupancy
   and warehousing expenses	 	63.4	 	 	 	65.3	 	 	 	63.2	 	 	 	64.5	 	 	
Gross profit	 	36.6	 	 	 	34.7	 	 	 	36.8	 	 	 	35.5	 	 	
Selling, general and administrative expenses	 	24.3	 	 	 	24.1	 	 	 	24.9	 	 	 	24.8	 	 	
Restructuring charges	 	0.0	 	 	 	 	1.2	 	 	 	0.1	 	 	 	 	1.0	 	 	
Depreciation and amortization expense	 	4.4	 	 	 	4.8	 	 	 	4.7	 	 	 	5.0	 	 	
Operating income	 	7.9	 	 	 	4.6	 	 	 	7.1	 	 	 	4.7	 	 	
Other income (expense), net	 	 	0.1	 	 	 	 	(0.8	)	 	 	 	0.1	 	 	 	(0.4)	 	 	
Income before income taxes	 	8.0	 	 	 	3.8	 	 	 	7.2	 	 	 	4.3	 	 	
Provision for income taxes	 	1.8	 	 	 	1.3	 	 	 	1.6	 	 	 	1.4	 	 	
Net Income	 	 	6.2	 	%	 	2.5	 	%	 	5.6	 	%	 	2.9	 	%	
 
The following table shows our consolidated store data:  
 
 	 	13 Weeks Ended	 	 	26 Weeks Ended	 	
 	 	August 4,	 	 	July 29,	 	 	August 4,	 	 	July 29,	 	
 	 	2018	 	 	2017	 	 	2018	 	 	2017	 	
Number of stores:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Beginning of period	 	 	1,049	 	 	 	1,053	 	 	 	1,047	 	 	 	1,050	 	
Opened	 	 	6	 	 	 	15	 	 	 	11	 	 	 	21	 	
Closed	 	 	(1	)	 	 	(11	)	 	 	(4	)	 	 	(14	)	
End of period	 	 	1,054	 	 	 	1,057	 	 	 	1,054	 	 	 	1,057	 	
Total gross square feet at end of period (in '000)	 	 	6,641	 	 	 	6,642	 	 	 	6,641	 	 	 	6,642	 	
International licensed/franchise stores at end of
   period   (1)	 	 	223	 	 	 	195	 	 	 	223	 	 	 	195	 	
 
(1)	International licensed/franchise stores are not included in the consolidated store data or the total gross square feet calculation.	
Our operations are conducted in one reportable segment, consisting of 939 American Eagle Outfitters retail stores (which include 131 Aerie side-by-side locations), 109 Aerie stand-alone locations and AEO Direct. Additionally, there were 5 Tailgate and 1 Todd Snyder stand-alone locations.
Comparison of the 13 weeks ended August 4, 2018 to the 13 weeks ended July 29, 2017
Total Net Revenue
Total net revenue increased 14%, or $120.3 million, to $964.9 million compared to $844.6 million last year.  Approximately $40 million of the revenue increase was due to the shifted retail calendar. The increase resulted from a consolidated comparable sales increase of 9% for the period following a 2% increase last year.
By brand, including the respective AEO Direct sales, American Eagle Outfitters brand comparable sales increased 7%, or $48.3 million, and Aerie brand comparable sales increased 27%, or $25.5 million.  Total comparable sales for AE Brand women’s increased 8% and men’s increased 4%. Second quarter 2018 comparable sales are compared to the 13 weeks ended August 5, 2017.
For the second quarter, consolidated comparable traffic increased in the high-single digits while transactions increased in the mid-single digits.  Units per transaction and AUR increased in the low-single digits.
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Gross Profit
Gross profit increased 21% or $60.5 million to $353.1 million compared to $292.6 million last year.  Gross profit last year included $1.7 million, or 20 basis points of inventory charges for the restructuring of our United Kingdom and Asia operations.  The gross margin rate improved 170 basis points to a rate of 36.6% of revenue.  The increase in the gross margin rate is primarily the result of rent leverage.
There was $2.9 million and $2.7 million of share-based payment expense included in gross profit for the periods ended August 4, 2018 and July 29, 2017, comprised of both time and performance-based awards.
Our gross profit may not be comparable to that of other retailers, as some retailers include all costs related to their distribution network, as well as design costs in cost of sales and others may exclude a portion of these costs from cost of sales, including them in a line item such as SG&A.  Refer to Note 2 to the Consolidated Financial Statements for a description of our accounting policy regarding cost of sales, including certain buying, occupancy and warehousing expenses.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses increased 15% or $30.3 million to $234.0 million from $203.7 million last year. As a rate to total net revenue, SG&A expenses increased 20 basis points to 24.3%, compared to 24.1% last year. SG&A expense increased primarily as a result of investments in customer-facing store payroll, higher wages, increased incentive expense, and advertising.
There was $3.1 million and $2.3 million of share-based payment expense included in SG&A expenses for the periods ended August 4, 2018 and July 29, 2017, respectively, comprised of both time and performance-based awards.
Restructuring Charges
There were no restructuring charges recorded for the 13 weeks ended August 4, 2018.  For the 13 weeks ended July 29, 2017 restructuring charges were $9.7 million, or 1.2% as a rate to total net revenue.  These charges were the result of home office restructuring and the previously announced initiative to explore the closure or conversion of Company owned and operated stores in Hong Kong, China, and the United Kingdom to licensed partnerships.  The closure of Company owned and operated stores in the United Kingdom was completed in the 13 weeks ended July 29, 2017.  There were no restructuring charges for the 13 weeks ended August 4, 2018.
Recorded separately from Restructuring Charges on the Consolidated Statements of Operations is $1.7 million, or 0.2% as a rate to total revenue, of inventory charges, related to restructuring activities in our United Kingdom and Asia markets, recorded as a reduction in Gross Profit for the 13 weeks ended July 29, 2017.  Additionally, $9.3 million, or 1.1% as a rate to total revenue, for costs related to the planned exit of a joint business venture is recorded within Other Income (Expense), Net for the 13 weeks ended July 29, 2017.
Depreciation and Amortization Expense
Depreciation and amortization expense increased 6% or $2.4 million to $42.7 million, compared to $40.3 million last year.  As a rate to total net revenue, depreciation and amortization expense was 4.4% this year compared to 4.8% last year.  The increase in expense was driven by omni-channel, stores and IT technology investments.
Other Income (Expense), Net
Other income increased to $0.9 million this year, compared to other expense of $(6.7) million last year.  Included in other expense last year was $9.3 million of costs related to the planned exit of a joint business venture, partially offset by foreign currency fluctuations.
Provision for Income Taxes
 The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for quarterly events. The effective income tax rate for the 13 weeks ended August 4, 2018 was 21.9% compared to 34.0% for the 13 weeks ended July 29, 2017. The decrease in the effective income tax rate for the 13 weeks ended August 4, 2018 is primarily due to the reduction in the U.S. federal corporate tax rate from 35% to 21% as a result
24

of the enactment of the Tax Act in December 2017, and excess tax benefits from share-based payments in accordance with ASU 2016-09.
Net Income
Net income increased 184%, or $39.1 million, to $60.3 million, or 6.2% as a percent to total net revenue, from $21.2 million, or 2.5% as a percent to total net revenue last year. Net income per share increased 183% to $0.34 per diluted share, from $0.12 per diluted share, including $0.07 of restructuring charges, last year.  The change in net income is attributable to the factors noted above.
Comparison of the 26 weeks ended August 4, 2018 to the 26 weeks ended July 29, 2017
Total Net Revenue
Total net revenue increased 11%, or $181.4 million, to $1.788 billion compared to $1.606 billion last year.  Approximately $50 million of the revenue increase was due to the shifted retail calendar.   The increase resulted from a consolidated comparable sales increase of 9% for the period following a 2% increase last year.
By brand, including the respective AEO Direct sales, American Eagle Outfitters brand comparable sales increased 6%, or $75.6 million, and Aerie brand comparable sales increased 32%, or $57.3 million.  Total comparable sales for AE Brand women’s increased 6% and men’s increased 5%.
For the year to date period, consolidated comparable traffic increased in the high-single digits while transactions increased in the mid-single digits.  Units per transactions increased slightly and AUR increased in the low-single digits.
Gross Profit
Gross profit increased 15% or $87.0 million to $657.5 million compared to $570.5 million last year.  Gross profit last year included $1.7 million or 10 basis points of inventory charges related to restructuring activities in our United Kingdom and Asia markets.  The gross margin rate improved 130 basis points to a rate of 36.8% of revenue.  The increase in the gross margin rate is primarily the result of rent leverage.
There was $5.7 million and $5.3 million of share-based payment expense included in gross profit for the periods ended August 4, 2018 and July 29, 2017, respectively, comprised of both time and performance-based awards.
Our gross profit may not be comparable to that of other retailers, as some retailers include all costs related to their distribution network, as well as design costs in cost of sales and others may exclude a portion of these costs from cost of sales, including them in a line item such as SG&A.  Refer to Note 2 to the Consolidated Financial Statements for a description of our accounting policy regarding cost of sales, including certain buying, occupancy and warehousing expenses.
Selling, General and Administrative Expenses
SG&A expenses increased 11% or $45.5 million to $444.2 million from $398.7 million last year. As a rate to total net revenue, SG&A expenses increased 10 basis points to 24.9%, compared to 24.8% last year. SG&A expense increased primarily as a result of investments in customer-facing store payroll, higher wages, increased incentive expense and advertising.
There was $6.0 million and $4.5 million of share-based payment expense included in SG&A expenses for the periods ended August 4, 2018 and July 29, 2017, respectively, comprised of both time and performance-based awards.
Restructuring Charges
Restructuring charges were $1.6 million, or 0.1% as a rate to total net revenue, for the 26 weeks ended August 4, 2018. These charges are primarily the result of corporate severance charges.  
 For the 26 weeks ended July 29, 2017 restructuring charges were $15.2 million, or 1.0% as a rate to total net revenue.  These charges are the result of home office restructuring and the previously announced initiative to explore the closure or conversion of Company owned and operated stores in Hong Kong, China, and the United Kingdom to licensed
25

partnerships.  Recorded separately from Restructuring Charges on the Consolidated Statements of Operations is $1.7 million, or 0.1% as a rate to total revenue, of inventory charges related to restructuring activities recorded as a reduction i n Gross Profit in our United Kingdom and Asia markets.  Additionally, $9.3 million, or 0.9% as a rate to total revenue, for costs related to the planned exit of a joint business venture are recorded within Other Income (Expense), Net.
Depreciation and Amortization Expense
Depreciation and amortization expense increased 5% or $4.0 million to $84.7 million, compared to $80.7 million last year.  As a rate to total net revenue, depreciation and amortization expense was 4.7% this year compared to 5.0% last year.  The increase in expense was driven by omni-channel, stores and IT technology investments.
Other Income (Expense), Net
Other income increased to $1.4 million this year, compared to other expense of $(6.3) million last year.  Included in other expense last year is $9.3 million of costs related to the planned exit of a joint business venture.
Provision for Income Taxes
The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for quarterly events. The effective income tax rate for the 26 weeks ended August 4, 2018 was 21.9% compared to 33.2% for the 26 weeks ended July 29, 2017. The decrease in the effective income tax rate for the 26 weeks ended August 4, 2018 is primarily due to the reduction in the U.S. federal corporate tax rate from 35% to 21% as a result of the enactment of the Tax Act in December 2017, and excess tax benefits from share-based payments in accordance with ASU 2016-09.
Net Income
Net income increased 116%, or $53.8 million, to $100.3 million, or 5.6% as a percent to total net revenue, from $46.5 million, or 2.9% as a percent to total net revenue last year. Net income per share increased 115% to $0.56 per diluted share, including $0.01 of restructuring charges from $0.26 per diluted share, including $0.09 of restructuring charges last year.  The change in net income is attributable to the factors noted above.
International Operations
We have agreements with multiple third party operators to expand our brands internationally. Through these agreements, a series of franchised, licensed or other brand-dedicated American Eagle Outfitters stores have opened and will continue to open in areas including Eastern Europe, the Middle East, Central and South America, Northern Africa and parts of Asia. These agreements do not involve a significant capital investment or operational involvement from us.  We continue to increase the number of countries in which we enter into these types of arrangements as part of our strategy to expand internationally.  As of August 4, 2018, we had 223 stores operated by our third party operators in 25 countries. International third party operated stores are not included in the consolidated store data or the total gross square feet calculation.
As of August 4, 2018, we had 104 Company-owned stores in Canada, 35 in Mexico, 6 in Hong Kong, 5 in China and 6 in Puerto Rico.  
Fair Value Measurements
ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.  Fair value is defined under ASC 820 as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date.
Financial Instruments
Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs.  In addition, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  These tiers include:
•	Level 1 — Quoted prices in active markets.	
•	Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly.	
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•	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.	
As of August 4, 2018, we held certain assets that are required to be measured at fair value on a recurring basis.  These include cash and cash equivalents and short-term investments.
In accordance with ASC 820, the following table represents the fair value hierarchy of our financial assets (cash equivalents and investments) measured at fair value on a recurring basis as of August 4, 2018:
 
 	 	Fair Value Measurements at August 4, 2018	 	
(In thousands)	 	Carrying Amount	 	 	Quoted Market
Prices in Active
Markets for
Identical
Assets
(Level 1)	 	 	Significant Other
Observable Inputs
(Level 2)	 	 	Significant
Unobservable
Inputs
(Level 3)	 	
Cash and cash equivalents:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash	 	$	184,280	 	 	$	184,280	 	 	 	—	 	 	 	—	 	
Interest bearing deposits	 	 	72,886	 	 	 	72,886	 	 	 	—	 	 	 	—	 	
Commercial paper	 	 	66,156	 	 	 	66,156	 	 	 	—	 	 	 	—	 	
Total cash and cash equivalents	 	$	323,322	 	 	$	323,322	 	 	 	—	 	 	 	—	 	
Short-term investments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Certificates of Deposit	 	 	40,000	 	 	 	40,000	 	 	 	—	 	 	 	—	 	
Total short-term investments	 	 	40,000	 	 	 	40,000	 	 	 	 	 	 	 	 	 	
Total	 	$	363,322	 	 	$	363,322	 	 	 	—	 	 	 	—	 	
 
Liquidity and Capital Resources
Our uses of cash are generally for working capital, the construction of new stores and remodeling of existing stores, information technology upgrades, AEO Direct enhancements, distribution center improvements and expansion and the return of value to shareholders through the repurchase of common stock and the payment of dividends.  Additionally, our uses of cash include the development of the Aerie brand, investments in omni-channel capabilities, and our international expansion efforts.   Historically, these uses of cash have been funded with cash flow from operations and existing cash on hand. Also, we hold a five-year asset-based revolving credit facility that allows us to borrow up to $400 million, which will expire in December of 2019. We expect to be able to fund our future cash requirements through current cash holdings as well as cash generated from operations.
Our growth strategy includes fortifying our brands and further e-commerce and store expansion or acquisitions. We periodically consider and evaluate these options to support future growth. In the event we do pursue such options, we could require additional equity or debt financing. There can be no assurance that we would be successful in closing any potential transaction, or that any endeavor we undertake would increase our profitability.
The following sets forth certain measures of our liquidity:
 
 	 	August 4,	 	 	February 3,	 	 	July 29,	 	
 	 	2018	 	 	2018	 	 	2017	 	
Working Capital (in thousands)	 	$	489,060	 	 	$	483,309	 	 	$	345,203	 	
Current Ratio	 	 	1.96	 	 	 	2.00	 	 	 	1.73	 	
 
Working capital increased $5.8 million compared to February 3, 2018 and increased $143.9 million compared to last year. The $5.8 million increase in our working capital as of August 4, 2018, is driven by $152.4 million of cash inflow from operations, offset by capital expenditures of $101.4 million and the payment of cash dividends of $48.6 million. Additionally, we repurchased 2.3 million shares for $44.9 million under our publically announced program during the 26 weeks ended August 4, 2018.
Cash Flows from Operating Activities
Net cash provided by operating activities totaled $152.4 million and $53.2 million for the 26 weeks ended August 4, 2018 and July 29, 2017, respectively. For both periods, our major source of cash from operations was merchandise sales and our primary outflow of cash for operations was for the payment of operational costs.
27

Cash Flows for Investing Activities
Investing activities for the 26 weeks ended August 4, 2018 primarily consisted of $101.4 million of capital expenditures for property and equipment and $40.0 million of short-term investment purchases. Investing activities for the 26 weeks ended July 29, 2017 primarily included $86.5 million of capital expenditures for property and equipment.
Cash Flows for Financing Activities
Cash used for financing activities for the 26 weeks ended August 4, 2018 consisted primarily of $44.9 million used for purchases of 2.3 million shares of common stock under publically announced programs, $48.6 million for cash dividends paid at a quarterly rate of $0.1375 per share, $18.3 million for the repurchase of common stock from employees for the payment of taxes in connection with the vesting of share-based payments and $4.6 million for the payments on capital leases, offset by net proceeds from stock options exercised of $15.5 million.
Cash used for financing activities for the 26 weeks ended July 29, 2017 consisted primarily of $87.7 million used for purchases of common stock under publically announced programs, of $44.3 million for cash dividends paid at a quarterly rate of $0.125 per share, $12.0 million for the repurchase of common stock from employees for the payment of taxes in connection with the vesting of share-based payments and $7.2 million for the payments on capital leases.
Credit Facilities
In Fiscal 2014, we entered into a Credit Agreement (“Credit Agreement”) for five-year, syndicated, asset-based revolving credit facilities (the “Credit Facilities”). The Credit Agreement provides senior secured revolving credit for loans and letters of credit up to $400.0 million, subject to customary borrowing base limitations. The Credit Facilities provide increased financial flexibility and take advantage of a favorable credit environment.
All obligations under the Credit Facilities are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by a first-priority security interest in certain working capital assets of the borrowers and guarantors, consisting primarily of cash, receivables, inventory and certain other assets and have been further secured by first-priority mortgages on certain real property.
As of August 4, 2018, we were in compliance with the terms of the Credit Agreement and had $8.1 million outstanding in stand-by letters of credit. No loans were outstanding under the Credit Agreement on August 4, 2018.
Capital Expenditures for Property and Equipment
Capital expenditures for the 26 weeks ended August 4, 2018 were $101.4 million and included $59.5 million related to investments in our stores.  In the 13 weeks ended August 4, 2018, we opened 1 new Aerie location.  We opened 1 new Tailgate store and 4 AE stores; 1 in Mexico and 3 in the U.S. to better position ourselves in select markets. Additionally, we continued to support our infrastructure growth by investing in information technology initiatives ($15.8 million), e-commerce ($15.2 million), the improvement of our distribution centers ($9.6 million), and other home office projects ($1.3 million).
For Fiscal 2018, we expect capital expenditures to be in the range of $180 million to $190 million in support of our expansion efforts, stores investments including selective remodels of high performing, long-term locations, information technology upgrades to support growth and investments in e-commerce.
Stock Repurchases
During Fiscal 2016, our Board authorized the repurchase of 25.0 million shares under a new share repurchase program which expires on January 30, 2021. As of August 4, 2018, 16.7 million shares remain authorized under the current program.
During the 26 weeks ended August 4, 2018, as part of our publicly announced share repurchase program, we repurchased 2.3 million shares for $44.9 million, at a weighted average price of $19.51 per share. During the 26 weeks ended July 29, 2017, as part of our publicly announced share repurchase program, we repurchased 6.0 million shares for $87.7 million, at a weighted average price of $14.59 per share.
 
28

During the 26 weeks ended August 4 , 2018 and July 29, 2017, we repurchased approximately 0.9 million and 0.8 million shares, respectively, from certain employees at market prices totaling $18.3 million and $12.0 million, respectively.  These shares were repurchased for the payment of taxes , in connection with the vesting of share-based payments, as permitted under our equity incentive plans. The aforementioned repurchased shares have been recorded as treasury stock.
Dividends
During the 13 weeks ended August 4, 2018, our Board declared a quarterly cash dividend of $0.1375 per share, which was paid on July 27, 2018.  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.
Critical Accounting Policies
Our critical accounting policies are described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , and in the notes to our Consolidated Financial Statements for the year ended February 3, 2018 contained in our Fiscal 2017 Form 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require our management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Our management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There were no material changes in our exposure to market risk from February 3, 2018. Our market risk profile as of February 3, 2018 is disclosed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk , of our Fiscal 2017 Form 10-K.
 ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the management of American Eagle Outfitters, Inc. (the “Management”), including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In connection with the preparation of this Quarterly Report on Form 10-Q, as of August 4, 2018, the Company performed an evaluation under the supervision and with the participation of our Management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon that evaluation, our principal executive officer and our principal financial officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective in the timely and accurate recording, processing, summarizing and reporting of material financial and non-financial information within the time periods specified within the Securities and Exchange Commission’s rules and forms. Our principal executive officer and principal financial officer also concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our Management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the 13 weeks ended August 4, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Off Balance Sheet Arrangements
 
We are not a party in any off-balance sheet arrangements.
 
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PART II – OTHE R INFORMATION

 ITEM 1.  LEGAL PROCEEDINGS.
 
We are involved, from time to time, in actions associated with or incidental to our business, including, among other things, matters involving credit card fraud, trademark and other intellectual property, licensing, importation of products, taxation, and employee relations. We believe at present that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial position or results of operations. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management's evaluation of the possible liability or outcome of such litigation or claims.
 
 ITEM 1A. RISK FACTORS.
Risk factors that affect our business and financial results are discussed within Item 1A of our Fiscal 2017 Form 10-K.  There have been no material changes to the disclosures relating to this item from those set forth in our Fiscal 2017 on Form 10-K.

 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Issuer Purchases of Equity Securities
The following table provides information regarding our repurchases of our common stock during the 13 weeks ended August 4, 2018.
 
 	 	Total	 	 	 	 	 	 	 	Total Number of	 	 	Maximum Number of	 	
 	 	Number of	 	 	 	Average	 	 	Shares Purchased as	 	 	Shares that May	 	
 	 	Shares	 	 	 	Price Paid	 	 	Part of Publicly	 	 	Yet Be Purchased	 	
Period	 	Purchased	 	 	 	Per Share	 	 	Announced Programs	 	 	Under the Program	 	
 	 	(1)	 	 	(2)	 	 	(1)	 	 	(1) (3)	 	
Month #1 (May 6, 2018 through June 2, 2018)	 	 	169,396	 	 	 	$	22.56	 	 	 	—	 	 	 	16,700,000	 	
Month #2 (June 3, 2018 through July 7, 2018)	 	 	9,040	 	 	 	$	23.96	 	 	 	—	 	 	 	16,700,000	 	
Month #3 (July 8, 2018 through August 4, 2018)	 	 	2,022	 	 	 	$	23.66	 	 	 	—	 	 	 	16,700,000	 	
Total	 	 	180,458	 	 	 	$	22.64	 	 	 	—	 	 	 	16,700,000	 	
 
(1)	During the 13 weeks ended August 4, 2018, there were no shares repurchased as part of our publicly announced share repurchase program. There were 0.2 million shares repurchased for the payment of taxes in connection with the vesting of share-based payments.  	
(2)	Average price paid per share excludes any broker commissions paid.	
(3)	During Fiscal 2016, our Board authorized 25.0 million shares under a new share repurchase program which expires on January 30, 2021.	
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ITEM 6. E XHIBITS.
 	 	 	
*  Exhibit 31.1	 	Certification by Jay L. Schottenstein pursuant to Rule 13a-14(a) or Rule 15d-14(a)	
 	 	 	
*  Exhibit 31.2	 	Certification by Robert L. Madore pursuant to Rule 13a-14(a) or Rule 15d-14(a)	
 	 	 	
**Exhibit 32.1	 	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	 	
**Exhibit 32.2	 	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	 	
*  Exhibit 101	 	Interactive Data File	

*	Filed with this report.	
**	Furnished with this report.	

31

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated:  August 30, 2018
 
 	 	American Eagle Outfitters, Inc.
(Registrant)	 	
 	 	 	 	
By:	 	/s/ Jay L. Schottenstein	 	
 	 	Jay L. Schottenstein	 	
 	 	Chief Executive Officer	 	
 	 	(Principal Executive Officer)	 	
 	 	 	 	
By:	 	/s/ Robert L. Madore	 	
 	 	Robert L. Madore	 	
 	 	Executive Vice President, Chief Financial Officer	 	
 	 	(Principal Financial Officer)	 	

32

Exhibit 31.1
CERTIFICATIONS
I, Jay L. Schottenstein, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of American Eagle Outfitters, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated:  August 30, 2018	 	
 	 	
/s/ Jay L. Schottenstein	 	
Jay L. Schottenstein	 	
Chief Executive Officer	 	
(Principal Executive Officer)	 	

 
Exhibit 31.2
CERTIFICATIONS
I, Robert L. Madore, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of American Eagle Outfitters, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Dated:  August 30, 2018	 	
 	 	
/s/ Robert L. Madore	 	
Robert L. Madore	 	
Executive Vice President, Chief Financial Officer  
(Principal Financial Officer)	 	

Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of American Eagle Outfitters, Inc. (the “Company”) on Form 10-Q for the period ended August 4, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay L. Schottenstein, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated:  August 30, 2018	 	 	
 	 	 	
/s/ Jay L. Schottenstein 	 	 	
Jay L. Schottenstein	 	 	
Chief Executive Officer	 	 	
(Principal Executive Officer)	 	 	

Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of American Eagle Outfitters, Inc. (the “Company”) on Form 10-Q for the period ended August 4, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert L. Madore, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated:  August 30, 2018	 	 	
 	 	 	
/s/ Robert L. Madore 	 	 	
Robert L. Madore	 	 	
Executive Vice President, Chief Financial Officer  	 	 	
(Principal Financial Officer)