The following discussion and analysis of financial condition and results of operations should be read in conjunction with our Fiscal 2018 Management's Discussion and Analysis of Financial Condition and Results of Operations, which can be found in our Fiscal 2018 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 (the "Exchange Act"), which
represent our expectations or beliefs concerning future events, including the
following:

• the planned opening of 25 to 30 American Eagle stores (19 opened

year-to-date), 35 to 40 Aerie standalone stores (29 opened year-to-date), and


    the opening of 25 to 35 Aerie side-by-side format stores (of which
    year-to-date 8 have opened with new AE stores and 15 have opened with
    remodeled AE stores) during Fiscal 2019;

• 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 40 to 50 American Eagle stores in the United

States and Canada for remodeling and refurbishing during Fiscal 2019 (35

remodeled/refurbished year-to-date);

• the potential closure of approximately 10 to 15 American Eagle (8 closed

year-to-date) and 5 to 10 Aerie stores (2 closed year-to-date), primarily in

North America during Fiscal 2019;

• the planned opening of approximately 15 to 20 new international third-party

operated American Eagle stores during Fiscal 2019;

• the success of our core American Eagle and Aerie brands through our

omni-channel and licensed outlets within North America and internationally;

• the success of our business priorities and strategies;

• the continued validity of our trademarks;

• our performance during the year-end holiday selling season;

• our ability to predict inventory turnover;

• the accuracy of the estimates and assumptions we make pursuant to our

critical accounting policies;

• the expected payment of a dividend in future periods;

• the possibility that our credit facilities may not be available for future

borrowings;

• the availability of sufficient cash flow to fund anticipated capital

expenditures, dividends, and working capital requirements;

• the possibility that product costs are adversely affected by foreign trade

issues (including import tariffs and other trade restrictions with China and

other countries), currency exchange rate fluctuations, increasing prices for

raw materials, political instability or for other reasons

• the possibility that changes in global economic and financial conditions, and

resulting impacts on consumer confidence and consumer spending, as well as

other changes in consumer discretionary spending habits; 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 in Item 1A of
our Fiscal 2018 Form 10-K. Accordingly, our future performance and financial
results may differ materially from those expressed or implied in any such
forward-looking statements.

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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, 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, 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 and Aerie brand comparable sales disclosures
represent sales from stores and AEO Direct.

AEO Direct sales are included in the individual American Eagle 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 demand. We also

offer 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 and our omni-channel

model.




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 and inventory. 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,
and our level of capital expenditures.

Omni-channel sales performance - Our management utilizes the following quality
of sales metrics in evaluating our omni-channel sales performance: comparable
sales, average unit retail price ("AUR"), units per transaction, average
transaction value, transactions, customer traffic, conversion rates, average
unit cost, 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.

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Cash flow and liquidity - Our management evaluates cash flow from operations,
investing and financing in determining the sufficiency of our cash position and
capital allocation strategies. Cash flow has historically been sufficient to
cover our uses of cash. Our management believes that cash flow will be
sufficient to fund anticipated capital expenditures, dividends, and working
capital requirements.

Results of Operations

Overview



Strong top line performance across brands and channels led to our 19th
consecutive quarter of comparable sales growth and record third quarter
revenue. We continued to deliver on our strategic pillars, with American Eagle
jeans and Aerie demonstrating positive momentum. As we look ahead, our focus is
squarely on continuing to capitalize on the strength and momentum of our brands,
accelerating the growth of Aerie, and creating shareholder value.



Total net revenue increased 6% or $62.7 million for the third quarter of 2019 to
$1.066 billion. Consolidated comparable sales, including AEO Direct, increased
5%, following an 8% increase during the same period last year and were positive
in both the stores and digital channels. By brand, American Eagle comparable
sales increased 2% following a 5% increase over the same period last year. Aerie
comparable sales increased 20% compared to a 32% increase over the same period
last year. Gross profit increased 2% or $7.6 million to $407.1 million compared
to $399.5 million during the same period last year and declined 160 basis points
to 38.2% as a percentage of total net revenue. Selling, general, and
administrative expenses increased 4%, or $10.5 million, to $259.0 million
compared to $248.4 million during the same period last year but improved 50
basis points to 24.3% as a percentage of total net revenue.



Net income for the quarter decreased 6% to $80.8 million, or $0.48 per diluted
share, compared to $85.5 million, or $0.48 per diluted share, during the same
period last year.

During the 39 weeks ended November 2, 2019, we returned $182.2 million to
shareholders through share repurchases of $112.4 million and cash dividends of
$69.8 million. We had $264.5 million in cash and short-term investments as of
November 2, 2019 compared to $359.7 million last year. Merchandise inventory at
the end of the third quarter was $647.3 million, compared to $591.7 million last
year, a 9% increase.

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.



The following table shows the percentage relationship to total net revenue of
the listed line items included in our Consolidated Statements of Operations.



                                                   13 Weeks Ended                      39 Weeks Ended
                                            November 2,       November 3,       November 2,       November 3,
                                               2019              2018              2019              2018
Total net revenue                                  100.0 %           100.0 %           100.0 %           100.0 %
Cost of sales, including certain buying,
occupancy
  and warehousing expenses                          61.8              60.2              62.8              62.1
Gross profit                                        38.2              39.8              37.2              37.9
Selling, general and administrative
expenses                                            24.3              24.8              24.8              24.8
Restructuring charges                                  -                 -               0.1               0.1
Depreciation and amortization expense                4.2               4.2               4.5               4.6
Operating income                                     9.7              10.8               7.8               8.5
Other income, net                                    0.2               0.4               0.3               0.2
Income before income taxes                           9.9              11.2               8.1               8.7
Provision for income taxes                           2.3               2.7               1.9               2.0
Net Income                                           7.6 %             8.5 %             6.2 %             6.7 %




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The following table shows our consolidated store data:





                                                   13 Weeks Ended                      39 Weeks Ended
                                            November 2,       November 3,       November 2,       November 3,
                                               2019              2018              2019              2018
Number of stores:
Beginning of period                                1,075             1,054             1,055             1,047
Opened                                                20                 7                50                18
Closed                                                (1 )              (4 )             (11 )              (8 )
End of period                                      1,094             1,057             1,094             1,057
Total gross square feet at end of period
(in '000)                                          6,837             6,662             6,837             6,662
International licensed/franchise stores
at end of
  period (1)                                         241               223               241               223



(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 945
American Eagle retail stores, which include 170 Aerie side-by-side locations,
142 Aerie stand-alone locations and AEO Direct. Additionally, there were five
Tailgate and two Todd Snyder stand-alone locations.

Comparison of the 13 weeks ended November 2, 2019 to the 13 weeks ended November 3, 2018



Total net revenue

Total net revenue increased 6%, or $62.7 million, to $1.066 billion compared to
$1.004 billion last year. Total comparable sales increased 5% for the period
compared to an 8% increase last year, and were positive in both the stores and
digital channels.

By brand, including the respective AEO Direct sales, American Eagle brand comparable sales increased 2%, or $15.4 million, and Aerie brand comparable sales increased 20%, or $24.9 million.

For the 13 weeks ended November 2, 2019, consolidated comparable traffic increased in the low-double digits and transactions increased in the high-single digits. Units per transaction decreased slightly and AUR decreased in the low-single digits.

Gross Profit



Gross profit increased 2%, or $7.6 million, to $407.1 million compared to $399.5
million last year. The gross margin rate declined 160 basis points to a rate of
38.2% of total net revenue. The decline primarily reflected increased markdowns.

There were $3.0 million and $2.9 million of share-based payment expense included
in gross profit for the periods ended November 2, 2019 and November 3, 2018,
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 selling, general, and
administrative expenses. 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 4%, or $10.5
million, to $259.0 million from $248.4 million last year. As a rate to total net
revenue, SG&A expenses improved 50 basis points to 24.3%. The increase in
expense reflected higher store salaries and professional fees, partially offset
by lower incentive expense.

There was $2.6 million and $3.3 million of share-based payment expense included
in SG&A expenses for the periods ended November 2, 2019 and November 3, 2018,
respectively, comprised of both time- and performance-based awards.

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Restructuring Charges

There were no restructuring charges recorded for the 13 weeks ended November 2, 2019 or November 3, 2018.

Depreciation and Amortization Expense



Depreciation and amortization expense increased 6%, or $2.6 million, to $45.0
million, compared to $42.4 million last year. As a rate to total net revenue,
depreciation and amortization expense was 4.2% this year compared to 4.2% last
year. The increase in expense was driven by investments in stores, technology,
and e-commerce.

Other Income, Net

Other income, net decreased to $2.6 million this year, compared to other income
of $4.3 million last year. The decrease was primarily attributable to a benefit
from a vendor settlement recorded last year.

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 November 2, 2019 was 23.6%
compared to 24.3% for the 13 weeks ended November 3, 2018. The decrease in the
effective income tax rate for the 13 weeks ended November 2, 2019 was primarily
due to a decrease in unrecognized tax benefits.

Net Income



Net income decreased 6%, or $4.7 million, to $80.8 million, or 7.6% as a percent
to total net revenue, from $85.5 million, or 8.5% as a percent to total net
revenue last year. Net income per diluted share remained flat at $0.48 per
diluted share. The change in net income was attributable to the factors noted
above.


Comparison of the 39 weeks ended November 2, 2019 to the 39 weeks ended November 3, 2018



Total net revenue

Total net revenue increased 7%, or $202.1 million, to $2.994 billion compared to
$2.792 billion last year. Total comparable sales increased 4% for the period
compared to a 9% increase last year. Included in total net revenue this year is
$40.0 million recognized for license royalties from a third-party operator of AE
stores in Japan.

By brand, including the respective AEO Direct sales, American Eagle brand comparable sales increased 1%, or $30.1 million, and Aerie brand comparable sales increased 17%, or $62.3 million.



For the year to date period, consolidated comparable traffic and consolidated
total transactions increased in the high-single digits. Units per transaction
increased slightly, partially offset by an AUR decrease in the low-single
digits.

Gross Profit



Gross profit increased 5%, or $57.5 million, to $1.115 billion compared to
$1.057 billion last year. The gross margin rate declined 70 basis points to a
rate of 37.2% of revenue. Flow through from the $40 million of Japan license
royalties that occurred during the second quarter of 2019 was the primary driver
of the increase, which was offset by increased markdowns and delivery expense.
See "International Operations," below.

There was $9.4 million and $8.5 million of share-based payment expense included
in gross profit for the periods ended November 2, 2019 and November 3, 2018,
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 selling, general, and
administrative expenses. 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.

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Selling, General, and Administrative Expenses



SG&A expenses increased 7%, or $50.1 million, to $742.8 million from $692.6
million last year. As a percentage of total net revenue, SG&A expenses remained
flat at 24.8%. Strategic investments in the stores organization, which began
midway through 2018, led to increased compensation expense. Advertising and
professional services also contributed to the increase from last year.

There was $10.6 million and $9.3 million of share-based payment expense included
in SG&A expenses for the periods ended November 2, 2019 and November 3, 2018,
respectively, comprised of both time- and performance-based awards.

Restructuring Charges



Restructuring charges were $4.3 million, or 0.1% as a rate to total net revenue,
for the 39 weeks ended November 2, 2019. These charges were primarily the result
of corporate severance charges and closure costs for our company-owned and
operated stores in China. Restructuring charges were $1.6 million or 0.1% as a
rate to total net revenue for the 39 weeks ended November 3, 2018. These charges
were primarily the result of corporate severance charges.

Depreciation and Amortization Expense



Depreciation and amortization expense increased 6%, or $7.6 million, to $134.7
million, compared to $127.1 million last year. As a rate to total net revenue,
depreciation and amortization expense was 4.5% this year compared to 4.6% last
year. The increase in expense was driven by investments in stores, technology,
and e-commerce.

Other Income, Net

Other income, net increased to $10.7 million this year, compared to other income
of $5.7 million last year. The increase was primarily attributable to increased
interest income and 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 39 weeks ended November 2, 2019 was 23.4%
compared to 23.1% for the 39 weeks ended November 3, 2018. The increase in the
effective income tax rate for the 39 weeks ended November 2, 2019 was primarily
due to an increase in unrecognized tax benefits and less favorable excess tax
benefits from share-based payments in accordance with ASU 2016-09.

Net Income



Net income increased $0.8 million, to $186.5 million, or 6.2% as a percent to
total net revenue, from $185.7 million, or 6.7% as a percent to total net
revenue last year. Net income per diluted share increased 5% to $1.09, including
$0.02 of restructuring charges. Last year net income per diluted share was
$1.04, including $0.01 of restructuring charges. The change in net income was
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 and Aerie 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. We plan to
terminate the agreement with our Japanese license partner and are currently
exploring options for our future business model to best serve customers and
continue AEO's growth in Japan.

As of November 2, 2019, we had 241 stores operated by our third party operators
in 24 countries. International third party operated stores are not included in
the consolidated store data or the total gross square feet calculation.

As of November 2, 2019, we had 105 company-owned stores in Canada, 41 in Mexico, seven in Hong Kong and 6 in Puerto Rico.


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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.

• 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 November 2, 2019, 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 November 2, 2019:





                                                                    Fair 

Value Measurements at November 2, 2019


                                                                       Quoted Market
                                                                      Prices in Active
                                                                        Markets for                                     Significant
                                                                         Identical             Significant Other        Unobservable
                                                                           Assets              Observable Inputs           Inputs
(In thousands)                                Carrying Amount            (Level 1)                 (Level 2)             (Level 3)

Cash and cash equivalents:
Cash                                          $        134,602       $          134,602                          -                  -
Interest bearing deposits                               79,912                   79,912                          -                  -
Total cash and cash equivalents               $        214,514       $          214,514       $                  -     $            -
Short-term investments
Certificates of Deposit                                 50,000                   50,000                          -                  -
Total short-term investments                            50,000                   50,000                          -                  -
Total                                         $        264,514       $          264,514                          -                  -



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 and e-commerce
upgrades and investments, distribution center improvements and expansion and the
return of value to shareholders through the repurchase of common stock and the
payment of dividends. Historically, these uses of cash have been funded with
cash flow from operations and existing cash on hand. Also, we maintain an
asset-based revolving credit facility that allows us to borrow up to $400
million, which will expire in January 2024. Additionally, our uses of cash
include the development of the Aerie brand, investments in technology and
omni-channel capabilities, and our international expansion efforts. We also made
key investments in the customer experience and our associates, including store
payroll and higher wages, as well as incremental advertising expenses. 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.

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The following sets forth certain measures of our liquidity:





                                  November 2,       February 2,       November 3,
                                     2019              2019              2018

Working Capital (in thousands) $ 268,422 $ 503,608 $ 516,321 Current Ratio

                             1.33              1.93              1.85




Working capital decreased $235.2 million compared to February 2, 2019 and
decreased $247.9 million compared to last year. The adoption of ASC 842
decreased working capital by $226.5 million, due to the addition of $279.2
million of operating lease liabilities (current portion), offset by $52.7
million of current deferred rent balances. Compared to last year, the remaining
$21.4 million decrease in working capital was primarily driven by a $95.2
million decrease in cash and short-term investments and a $23.3 million increase
in accounts payable, partially offset by a $55.7 million increase in inventory,
a $28.2 million increase in accounts receivable, and a $13.5 million decrease in
accrued compensation.

Cash Flows from Operating Activities



Net cash provided by operating activities totaled $178.2 million and $243.6
million for the 39 weeks ended November 2, 2019 and November 3, 2018,
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.

Cash Flows from Investing Activities



Investing activities for the 39 weeks ended November 2, 2019 primarily consisted
of $149.9 million of capital expenditures for property and equipment, partially
offset by $42.1 million of net short-term investment sales. Investing activities
for the 39 weeks ended November 3, 2018 primarily included $143.9 million of
capital expenditures for property and equipment and $79.9 million of net
short-term investment purchases, classified as available-for-sale.

Cash Flows from Financing Activities



Cash used for financing activities for the 39 weeks ended November 2, 2019
consisted primarily of $112.4 million used for the repurchase of 6.3 million
shares of common stock under publicly announced programs, $69.8 million for cash
dividends paid at a quarterly rate of $0.1375 per share, and $8.0 million for
the repurchase of common stock from employees for the payment of taxes in
connection with the vesting of share-based payments.

Cash used for financing activities for the 39 weeks ended November 3, 2018
consisted primarily of $71.3 million for cash dividends paid at a quarterly rate
of $0.1375 per share, $70.3 million used for the purchase of 3.3 million shares
of common stock under publicly announced programs and $19.1 million for the
repurchase of common stock from employees for the payment of taxes in connection
with the vesting of share-based payments, partially offset by net proceeds from
stock options exercised of $15.5 million.

Credit Facilities



In January 2019, the Company entered into an amended and restated 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.

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 November 2, 2019, 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 as of November 2, 2019.


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Capital Expenditures for Property and Equipment



Capital expenditures for the 39 weeks ended November 2, 2019 were $149.9 million
and included $96.2 million related to investments in our stores, including 20
new AEO stores (7 AE, 12 Aerie, 1 Todd Snyder), 18 remodeled and refurbished
stores, and fixtures and visual investments. Additionally, we continued to
support our infrastructure growth by investing in information technology
initiatives ($21.7 million), e-commerce ($23.8 million) and other home office
projects ($8.2 million).

For Fiscal 2019, we expect aggregate capital expenditures to be in the range of
$200 million to $215 million in support of our expansion efforts, store
investments, including selective remodels of high performing, long-term
locations, information technology upgrades to support growth and investments in
e-commerce.

Stock Repurchases

During the 39 weeks ended November 2, 2019, as part of our publicly announced
share repurchase program, we repurchased 6.3 million shares for $112.4 million,
at a weighted average price of $17.74 per share. During the 39 weeks ended
November 3, 2018, as part of our publicly announced share repurchase program, we
repurchased 3.3 million shares for $70.3 million, at a weighted average price of
$21.31 per share.

As of November 2, 2019, 5.4 million shares remained available under the program
authorized by our Board in April 2016 that expires on January 30, 2021. During
the 39 weeks ended November 2, 2019, our Board authorized the repurchase of 30.0
million shares under a new share repurchase program, which expires on February
3, 2024, bringing our total share repurchase authorization to 35.4 million
shares.

During the 39 weeks ended November 2, 2019 and November 3, 2018, we repurchased
approximately 0.4 million and 0.9 million shares, respectively, from certain
employees at market prices totaling $8.0 million and $19.1 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 shares repurchased have been recorded
as treasury stock.

Dividends

During the 13 weeks ended November 2, 2019, our Board declared a quarterly cash
dividend of $0.1375 per share, which was paid on October 25, 2019. 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
2, 2019 contained in our Fiscal 2018 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. Our critical accounting
policies and estimates did not change materially during the 39-week period ended
November 2, 2019, except for the adoption of ASU 2016-02, "Leases (Topic 842)",
on February 3, 2019. 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.

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