The following discussion and analysis of financial condition and results of operations should be read in conjunction with our Fiscal 2019 Management's Discussion and Analysis of Financial Condition and Results of Operations which can be found in our Fiscal 2019 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.

Key Performance Indicators

Our management evaluates the following items, which are considered key performance indicators, in assessing our performance:



Comparable sales - Comparable sales and comparable sales changes provide a
measure of sales growth for stores and channels open at least one year over the
comparable prior year period. In light of store closures related to COVID-19, we
have not disclosed comparable sales this quarter as the periods are not
comparable. 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 its thirteenth month of
operation. When stores have a gross footage increase of 25% or greater due to a
remodel, they 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 company-owned stores, as well as e-commerce sales (AEO Direct), 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
metrics 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 and

apps, 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 and accept

digital returns in stores; 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, and investors may find it useful as such. 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.

Omi-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, total transactions, units per transaction, and
consolidated comparable traffic. We include these metrics in our discussion
within Item 7 of this report when we believe they enhance the understanding of
the matter being discussed. Investors may find them useful as such. Each of
these metrics is defined as follows (except comparable sales, which is defined
separately above):

• Average unit retail price represents the average selling price of one unit of

our goods. It is the cumulative net sales divided by the net units sold for a

period of time.

• Total transactions represents the count of customer transactions over a

period of time (inclusive of company-owned stores and AEO Direct, unless

specified otherwise).

• Units per transaction represent the number of units sold divided by total

transactions over a period of time (inclusive of company-owned stores and AEO

Direct, unless specified otherwise).

• Consolidated comparable traffic represents visits to our company-owned

stores, limited to those stores that qualify to be included in comparable


    sales as defined above, including AEO Direct, over a period of time


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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, and
our level of capital expenditures.

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 and our current
liquidity will be sufficient to fund anticipated capital expenditures, dividends
and working capital requirements.

Results of Operations

Overview

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.



Prior to the impact of the COVID-19 pandemic, our comparable period sales
performance from February 2, 2020 through early March 2020 was consistent with
our comparable period sales performance for the fourth quarter of Fiscal 2019.
Commencing in early March, we experienced a significant reduction in customer
traffic and demand resulting from the continued spread of COVID-19 and
government actions to combat it. In response, we closed our stores to the public
after the close of business on March 17, 2020, however we continued to operate
our digital business. Accordingly, our results for the first quarter of Fiscal
2020 were significantly impacted.

Since the first day that stores were closed to the public, our digital sales
growth has accelerated, significantly exceeding our expectations. In order to
support online demand and utilize in-store inventory, we continued to leverage
our store network for buy-online/ship-from-store capabilities, where
possible. Despite our strength in digital sales, we have historically generated
the majority of our revenue through stores and there can be no assurance that
the current performance in our digital sales growth will continue. As a result,
our results for the first quarter of Fiscal 2020 were significantly negatively
impacted and are not comparable to prior year.

Since May 2, 2020, we have started to open stores and call back employees where
state and local governments have lifted stay-at-home orders. We are taking the
following precautions as we open the stores which include sanitation stations
and masks for all customers to provide a safe and secure environment. Plexiglas
health guard partitions have also been installed at the registers along with the
implementation of enhanced cleaning routines and protocols.

We are taking precautionary measures and appropriately adjusting our operational
needs due to the impact of COVID-19, including taking a series of actions to
preserve financial strength as follows:

• a suspension of our share repurchase program and deferred payment of the

first quarter Fiscal 2020 cash dividend;

• temporary furloughs of store, field and corporate associates beginning April

5, 2020, largely reflecting the continued uncertainty around the duration of

store closures;

• reductions to operating expenses, which include delayed merit increases for


    associates, a hiring freeze and other cost saving initiatives;


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• cuts to inventory receipts to align with lower demand due to store closures;

and

• planned reductions to capital expenditures across stores, information

technology and other projects to a range of $100 million to $125 million for

Fiscal 2020.

In addition, we have had productive discussions with our vendors to reduce purchases and extend payment terms, as well as with our landlords regarding the extension of payment terms and rent concessions.



As of May 2, 2020, we had approximately $886 million in cash and cash
equivalents and short-term investments which includes the proceeds from our
convertible notes issuance and Credit Facility borrowings, each discussed in
greater detail below. We expect to be able to fund our medium-term future cash
requirements through current cash holdings. Taking into account the measures
described above, we believe that our on-hand liquidity would enable us to
continue operations beyond Fiscal 2020, if necessary, even if the majority of
our retail locations remained closed during the duration of that period.

While our digital business, including buy-online/ship-from-store capabilities,
continues to operate, and subsequent to May 2, 2020 we have begun to reopen
retail stores, we are unable to accurately predict the impact that the COVID-19
pandemic will have on our consolidated operations and financial results going
forward due to:

• the currently unknown duration of the COVID-19 pandemic;

• the impact of governmental regulations that have been, and may in the future

be, imposed in response to the pandemic, including regulations which could

adversely affect our business or cause us to cease our digital business if we

are required to close our distribution and fulfillment centers or are

otherwise unable acquire or deliver merchandise, or to close our recently

reopened retail stores;

• potential changes in consumer behavior and shopping patterns, including

traffic through stores once they reopen;

• the deterioration in the economic conditions in the United States, which

potentially could have an impact on discretionary consumer spending;

• the ability of our distribution centers to maintain adequate staffing to meet

increased customer demand;

• the impact on our landlords and our resulting ability of us to keep our

stores open; and

• the impact of COVID-19 on our and our vendors' supply chain, including

impacts on adequate inventory levels and supply chain costs, and on our

third-party delivery service providers.




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
                                                          May 2,      May 4,
                                                           2020        2019

Net (loss) income per diluted share - GAAP Basis $ (1.54 ) $ 0.23 Add: Impairment (1)

                                          0.69           -
Add: Restructuring charges(2)                                0.01        

0.01

Net (loss) income per diluted share - Adjusted or Non-


  GAAP Basis                                             $  (0.84 )   $  0.24

(1) 13 weeks ended May 2, 2020: Pre-tax impairment charges of $155.6 million. Of

the total, $84.1 million related to the impairment of the operating lease ROU

assets of 272 stores. We recorded $51.5 million related to the impairment of

certain corporate and store property and equipment. We also recorded $18.0

million of impairment of certain cost and equity method investments.

(2) 13 weeks ended May 2, 2020: $2.0 million of corporate severance charges.

13 weeks ended May 4, 2019: $1.5 million of severance and closure costs for our company-owned and operated stores in China.


                                       26

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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.



                                                        13 Weeks Ended
                                                     May 2,        May 4,
                                                      2020          2019
Total net revenue                                      100.0   %     100.0   %

Cost of sales, including certain buying, occupancy


  and warehousing expenses                              94.9          63.3
Gross profit                                             5.1          36.7
Selling, general and administrative expenses            34.1            26
Impairment and restructuring charges                    28.2           0.2
Depreciation and amortization expense                    7.7           5.1
Operating (loss) income                                (64.9 )         5.4
Other (expense) income, net                             (0.6 )         0.5
(Loss) Income before income taxes                      (65.5 )         5.9
(Benefit) provision for income taxes                   (18.9 )         1.3
Net (loss) Income                                      (46.6 ) %       4.6   %



The following table shows our consolidated store data:





                                                       13 Weeks Ended
                                                     May 2,      May 4,
                                                      2020        2019
Number of stores:
Beginning of period                                    1,095       1,055
Opened                                                     3          11
Closed                                                    (5 )        (5 )
End of period                                          1,093       1,061

Total gross square feet at end of period (in '000) 6,822 6,662 International licensed/franchise stores at end of


  period (1)                                             215         235



(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 938
American Eagle retail stores which include 175 Aerie side-by-side locations, 148
Aerie stand-alone locations and AEO Direct. Additionally, there were 5 Tailgate
and 2 Todd Snyder stand-alone locations.

Comparison of the 13 weeks ended May 2, 2020 to the 13 weeks ended May 4, 2019

Total Net Revenue



Total net revenue decreased 38%, or $334.6 million, to $551.7 million compared
to $886.3 million last year. The COVID-19 pandemic and the associated closures
of our retail stores since March 17, 2020 negatively affected our financial
results for the first quarter ended May 2, 2020.

By brand, including the respective AEO Direct sales, American Eagle brand revenue decreased 45% compared to a 5% increase last year. Aerie brand revenue decreased 2%, compared to a 28% increase last year.

Gross Profit



Gross profit decreased 91% or $296.6 million, to $28.3 million compared to
$324.9 million last year. Our gross margin percentage declined to 5.1% of
revenue from 36.7% of revenue last year. This reflected the decline in revenue
from retail store closures; higher markdowns and promotions to clear through
spring and summer merchandise, inventory provisions, and the impact of fixed
buying, occupancy and warehousing costs as a result of the revenue decline due
to the impact of COVID-19 on our business.

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There was $2.6 million and $2.5 million of share-based payment expense included
in gross profit for the periods ended May 2, 2020 and May 4, 2019, 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 decreased 18% or $42.5
million to $188.2 million from $230.7 million last year. As a percentage of
total net revenue, SG&A expenses increased 810 basis points to 34.1%, compared
to 26.0% last year, primarily due to lower store salaries from furloughs that
took effect in early April related to the retail store closures resulting from
COVID-19.

There was $1.4 million and $2.5 million of share-based payment expense included in SG&A expenses for the periods ended May 2, 2020 and May 4, 2019, respectively, comprised of both time and performance-based awards.

Impairment and Restructuring Charges



Impairment and restructuring charges were $155.6 million, or 28.2% as a
percentage of total net revenue, for the 13 weeks ended May 2, 2020. These
charges consisted of $153.6 million of impairment charges and $2.0 million of
severance costs. For further information regarding impairment and restructuring
charges, refer to Note 12 to the Consolidated Financial Statements.
Restructuring charges were $1.5 million, or 0.2% as a percentage of total net
revenue for the 13 weeks ended May 4, 2019. These charges were primarily the
result of severance and closure costs for our company-owned and operated stores
in China.

Our evaluation of store impairment considers the use of prospective financial
information, as well as certain real estate assumptions. Given the current
volatility in the retail real estate market we acknowledge that certain real
estate assumptions could change in future periods. Further based on the
uncertainty from the COVID-19 pandemic, we are unable to accurately predict the
ultimate impact that COVID-19 will have on our operations going forward,
including, among other things, the length of time that such disruptions continue
and the impact of governmental regulations that may be imposed in response to
the COVID-19 pandemic. Accordingly, we may be required to record further
impairment and restructuring charges in future periods.

Depreciation and Amortization Expense



Depreciation and amortization expense decreased 5% or $2.1 million, to $42.7
million for the 13 weeks ended May 2, 2020, compared to $44.8 million for the 13
weeks ended May 4, 2019. As a percentage of total net revenue, depreciation and
amortization expense was 7.7% for the 13 weeks ended May 2, 2020 compared to
5.1% for the 13 weeks ended May 4, 2019.

Other (Expense) Income, Net



Other (expense) was $3.1 million for the 13 weeks ended May 2, 2020. Other
income was $4.2 million for the 13 weeks ended May 4, 2019. The decrease was
primarily attributable to increased interest expense related to our long-term
debt.

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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 discrete quarterly
events. The effective income tax rate for the 13 weeks ended May 2, 2020 was
28.8% compared to 21.7% for the 13 weeks ended May 4, 2019. The increase in the
effective income tax rate this year is primarily a result of the provisions of
the CARES Act which permit the carry back of current year losses to a tax year
where the U.S. federal corporate income tax rate was 35%, offset by an
incremental rate increase on the revaluation of deferred tax assets and
liabilities for current year activity and an increase to the valuation
allowances recorded in the current year. We recorded our income tax expense,
deferred tax assets and related liabilities based on management's best
estimates.

Net Income (Loss)



Net income decreased $297.9 million, to a net loss of $257.2 million for the 13
weeks ended May 2, 2020, or (46.6%) as a percentage of total net revenue, as
compared to net income of $40.8 million, or 4.6% as a percentage of total net
revenue for the 13 weeks ended May 4, 2019. Net income per share decreased to a
net loss of $1.54 per diluted share for the 13 weeks ended May 2, 2020, which
included $0.70 of impairment and restructuring charges, compared to net income
of $0.23 per diluted share, including $0.01 of restructuring charges, for the 13
weeks ended May 4, 2019. 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 stores have opened and will continue to
open in areas including 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 May 2, 2020, we had 215
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 May 2, 2020, we had 103 company-owned stores in Canada, 47 in Mexico, 9 in Hong Kong 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.

• 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 May 2, 2020, 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.

                                       29

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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 May 2, 2020:





                                                                       Fair 

Value Measurements at May 2, 2020


                                                                         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                                           $         149,205       $          149,205                       -                   -
Money market
  securities                                             350,054                  350,054
Interest bearing
  deposits                                               296,509                  296,509                       -                   -
Certificates of Deposit                                   60,000                   60,000                       -                   -
Total cash and cash
  equivalents                                  $         855,769       $          855,769                       -                   -
Short-term investments
Certificates of Deposit                                   15,000                   15,000                       -                   -
Commercial Paper                                          14,956                   14,956
Total short-term
  investments                                             29,956                   29,956
Total                                          $         885,725       $          885,725                       -                   -




Long-Term Debt

As of May 2, 2020, the fair value of the Company's $330 million in outstanding borrowings under its revolving credit facility approximated the carrying value.



The fair value of the Company's convertible notes is not required to be measured
at fair value on a recurring basis. Upon issuance, the fair value of these
convertible notes was measured using a secondary market quoted price, which
considers market related conditions, and is therefore within Level 2 of the fair
value hierarchy.

Liquidity and Capital Resources



Our uses of cash have historically been 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. Additionally, our uses of cash include the development of the
Aerie brand, investments in technology and omni-channel capabilities, and our
international expansion efforts. The rapid expansion of the COVID-19 global
pandemic, the related economic impact, and the closure of our retail stores,
resulted in a decline in net sales and earnings for the 13 week period ended May
2, 2020, which had a corresponding impact on our liquidity and uses of cash.

Historically, our uses of cash have been funded with cash flow from operations
and existing cash on hand. We also maintain an asset-based revolving credit
facility that allows us to borrow up to $400 million, which will expire in
January 2024. In March 2020 we provided notice to the lender to borrow $330
million under the Credit Facility. We elected to draw down available funds to
ensure that we maintain financial flexibility in light of the spread of
COVID-19.  Furthermore, in April 2020, we issued $415 million aggregate
principal amount of convertible senior notes due in 2025.

As discussed in the overview, we are focused on preserving our liquidity and
managing our cash flows through certain actions to enhance our ability to meet
short-term liquidity needs. We have taken a series of actions to reinforce our
liquidity and financial flexibility, including:

• a suspension of our share repurchase program and deferred payment of the

first quarter Fiscal 2020 cash dividend;

• temporary furloughs of store, field, and corporate associates that began on

April 5, 2020, largely reflecting the continued uncertainty surrounding the


    duration of store closures;


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• reductions to operating expenses, which include delayed merit increases for

associates, a hiring freeze, and other cost-saving initiatives;

• cuts to inventory receipts to align with lower demand due to store closures;

and

• planned reductions to capital expenditures across stores, information

technology and other projects to a range of $100 million to $125 million for

Fiscal 2020.




As of May 2, 2020, we had approximately $886 million in cash and cash
equivalents and short-term investments, which includes the proceeds from our
convertible notes and Credit Facility borrowings. We expect to be able to fund
our medium-term future cash requirements through current cash holdings. Taking
into account the measures described above, we believe that our on-hand liquidity
would enable us to continue operations beyond Fiscal 2020, if necessary, even if
the majority of our retail locations remained closed during the duration of that
period.

The following sets forth certain measures of our liquidity:





                                  May 2,        February 1,       May 4,
                                   2020            2020            2019

Working Capital (in thousands) $ 896,711 $ 296,174 $ 300,806 Current Ratio

                         2.35              1.39          1.46




During the 13 weeks ended May 2, 2020, working capital increased $600.5 million
compared to February 1, 2020 and increased $595.9 million compared to the 13
weeks ended May 4, 2019. The largest increase came from cash and short-term
investments of $468.8 due to the proceeds from our convertible notes and Credit
Facility borrowings. Compared to February 1, 2020, the remaining $131.7 million
increase in working capital was driven by a $108.6 million decrease in accounts
payable, a $21.9 million decrease in accrued compensation, and a $24.5 million
decrease in inventory, partially offset by a $29.2 million increase in current
operating lease liabilities, a $22.8 million due to dividends payable, and a
$4.6 million increase in accrued expenses.

Cash Flows (used for) provided by Operating Activities



Net cash used for operating activities totaled ($209.9) million for the 13 weeks
ended May 2, 2020, compared to cash flows from operating activities of $7.7
million for the 13 weeks ended  May 4, 2019. Our primary outflow was for the
payment of operational costs. For the period ended May 4, 2019, 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 (used for) provided by Investing Activities



Net cash used for investing activities totaled $9.1 million for the 13 weeks
ended May 2, 2020, compared to net cash provided by investing activities of
$10.4 million for the 13 weeks ended May 4, 2019. Investing activities for the
13 weeks ended May 2, 2020 primarily consisted of $25.0 million of short-term
investment sales, offset by $33.9 million of capital expenditures for property
and equipment. We anticipate our capital expenditures for the remainder of
Fiscal 2020 to be lower compared to prior years as we manage spending to help
mitigate the negative impact of COVID-19 on our business. Investing activities
for the 13 weeks ended May 4, 2019 primarily included $47.1 million of net
short-term investment sales, partially offset by $36.6 million of capital
expenditures for property and equipment.

Cash Flows provided by (used for) Financing Activities



Net cash provided by financing activities totaled $714.6 million for the 13
weeks ended May 2, 2020, compared to net cash used for financing activities of
$46.6 million for the 13 weeks ended May 4, 2019. Cash provided by financing
activities for the 13 weeks ended May 2, 2020 consisted primarily of $406.1
million of net proceeds from the issuance of convertible senior notes and the
$330.0 million of borrowings on our Credit Facilities, partially offset by $20.0
million used for purchases of 1.7 million shares of common stock under
publicly-announced programs in early-March 2020, and $1.4 million for the
repurchase of common stock from employees for the payment of taxes in connection
with the vesting of share-based payments. We borrowed on our Credit Facilities
and issued convertible notes to strengthen our cash position and provide us with
additional financial flexibility during the remainder of the ongoing COVID-19
pandemic.

Cash used for financing activities for the 13 weeks ended May 4, 2019 consisted
primarily of $23.6 million for cash dividends paid at a quarterly rate of
$0.1375 per share, $20.0 million used for purchases of 0.9 million shares of
common stock under

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publically announced programs, and $3.5 million for the repurchase of common
stock from employees for the payment of taxes in connection with the vesting of
share-based payments.

Credit Facilities

In January 2019, we entered into a Credit Agreement for five-year, syndicated,
asset-based revolving 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 expire
January 30, 2024.

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 May 2, 2020 the Company was in compliance with the terms of the Credit
Agreement and had $330.0 million in borrowings and $7.9 million outstanding in
stand-by letters of credit. The current interest rate for borrowings under the
Credit Facilities is the one month LIBOR, plus an adjusted spread based on
leverage as reflected in the Credit Facilities.

Capital Expenditures for Property and Equipment



Capital expenditures for the 13 weeks ended May 2, 2020 were $33.9 million, and
included $14.2 million related to investments in our stores, including three new
AEO stores (two American Eagle stores and one Aerie stand-alone store), one
remodeled and refurbished stores, and fixtures and visual investments.
Additionally, we continued to support our infrastructure growth by investing in
information technology initiatives ($8.3 million), e-commerce ($9.1 million) and
other home office projects ($2.3 million).

In order to preserve financial liquidity in response to the uncertainty created
by the impact of COVID-19, the company has reduced its Fiscal 2020 capital
spending plans to a range of $100 to $125 million, prioritizing strategic
omni-channel, store and supply-chain investments aimed at further strengthening
its competitive position.

Stock Repurchases

In early March 2020, as part of our publicly-announced share repurchase program,
we repurchased 1.7 million shares for $20.0 million, at a weighted average price
of $11.63 per share. As previously announced, to preserve cash liquidity in
response to the uncertainty created by the impact of COVID-19, the company
suspended the stock repurchase program. During the 13 weeks ended May 4, 2019,
as part of our publicly-announced share repurchase program, we repurchased 0.9
million shares for $20.0 million, at a weighted average price of $21.69 per
share.

As of May 2, 2020 3.6 million shares remained under the share repurchase program
authorized by the Company's Board of Directors (our "Board") in April 2016 that
expires on January 30, 2021. During Fiscal 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 repurchases authorization
to 33.6 million shares.

During the 13 weeks ended May 2, 2020 and May 4, 2019, we repurchased
approximately 0.1 million and 0.2 million shares, respectively, from certain
employees at market prices totaling $1.4 million and $3.5 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 May 2, 2020, our Board declared a quarterly cash
dividend of $0.1375 per share on March 26, 2020, originally payable on May 14,
2020 to stockholders of record at the close of business on April 30, 2020; as
part of our efforts to carefully manage the impact of COVID-19 on our liquidity,
our first quarter dividend payment was delayed. It will now be paid on April 23,
2021, to stockholders of record at the close of business on April 9, 2021.  The
Company maintains the right to defer the record and payment dates of its
dividends, depending upon, among other factors, the progression of the COVID-19
outbreak, business performance and the macroeconomic environment. 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.

                                       32

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Critical Accounting Policies and Estimates



Our critical accounting policies and estimates 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 1, 2020 contained in our Fiscal 2019 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 and estimates 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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