The following discussion and analysis of financial condition and results of
operations should be read in conjunction with our Management's Discussion and
Analysis of Financial Condition and Results of Operations for Fiscal 2020 which
can be found in our Fiscal 2020 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.

Executive Overview

We are a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under our American Eagle® and Aerie® brands.

In the fourth quarter of Fiscal 2020, we revised our reportable segment structure and have two reportable segments, American Eagle and Aerie. Our Chief Operating Decision Maker (defined as our CEO) analyzes segment results and allocates resources based on adjusted operating income (loss). See Note 12. "Segment Reporting," of the Notes to the Consolidated Financial Statements included herein for additional information.



In the first quarter of Fiscal 2021, we realized better than expected sales,
primarily due to continued increased strong demand for the Aerie brand.
Strategically and operationally, we remain focused on driving our "Real Power.
Real Growth" strategic plan. For the American Eagle brand, we continue to be
focused on optimizing inventory and reducing promotions.

Quarterly Results for First Quarter of Fiscal 2021



Financial highlights for the three months ended May 1, 2021 include comparisons
to the first quarter of Fiscal 2019, which management believes is a more
meaningful comparison due to the significant impacts of the COVID-19 pandemic on
Fiscal 2020 financial results:

•All-time high first quarter revenue of $1.03 billion, compared to $886.3 million during the first quarter of Fiscal 2019;

•Record operating income of $133.4 million, compared to $47.8 million for the first quarter of Fiscal 2019;

•Gross margin increased 550 basis points to 42.2%;

•Revenue for Aerie rose 89%, with operating income up 747%;

•American Eagle revenue rose slightly, with operating income up 39%; and

•Digital momentum continued, with digital revenue up 57%.

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 and related disruptions
from COVID-19, we have not disclosed comparable sales for the first quarter of
Fiscal 2021 or Fiscal 2020, as Fiscal 2020 is not comparable with current and
prior periods.

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, total transactions, units per transaction, and
consolidated comparable traffic. We include these metrics in our discussion
within this Management's Discussion and Analysis ("MD&A") 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 selling price 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 represents 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).


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• 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




Gross profit - Gross profit measures whether we are optimizing the 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 operations.

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 net revenue, gross
profit, our ability to control selling, general, and administrative expenses,
and our level of capital expenditures for a reasonable period of time. In light
of store closures and disruptions from COVID-19, our operating income may not be
comparable this year versus last year.

Cash flow and liquidity - Our management evaluates cash flow from operations,
investing and financing activities 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 for the next twelve months.



COVID-19



The COVID-19 pandemic remains highly volatile and continues to evolve on a daily
basis, and we continue to see disruption and volatility in our business caused
by the COVID-19 pandemic.

As of May 1, 2021, nearly all of our stores have re-opened and remain
open. Where opening is permitted, the majority of our stores are operating with
restrictive and precautionary measures in place, such as reduced operating
hours, physical distancing, enhanced cleaning and sanitation, and limited
occupancy levels. Our consolidated results of operations continued to be
significantly impacted by reduced customer traffic in re-opened store locations,
partially offset by continued growth in e-commerce. Online sales represented 40%
of our revenues for the first quarter of Fiscal 2021. Despite our strength in
digital sales, we have historically generated the majority of our revenue
through stores. As a result, we do not believe that our results for the first
quarter of Fiscal 2021 are directly comparable to the same period in Fiscal
2020.

The safety and health of our associates and customers remains of paramount
concern. In March 2020, we hired a medical consultant to advise us on health and
safety matters and to ensure that we are following science based guidance and
best practices for associates and customers in all of our locations. We
instituted a work-from-home plan in mid-March 2020 ahead of stay-at-home
orders. We continue to take various precautions in our 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.

As of May 1, 2021, we had approximately $791.7 million in cash and cash
equivalents and short-term investments, which includes the proceeds from our
Notes issuance, discussed in greater detail below and in Note 8 to the
Consolidated Financial Statements. We expect to be able to fund our future cash
requirements through current cash holdings and available liquidity.

The unpredictability of the trajectory of the COVID-19 pandemic has
significantly diminished visibility into the future operating environment, and
we believe that the Company may continue to experience degrees of volatility and
business disruptions, and remain at risk for periods of closure of our stores,
distribution centers and corporate facilities through the remainder of Fiscal
2021. Past and future impacts of COVID-19 also have the ability to disrupt the
operations of our partners, suppliers and vendors, which could lead to supply
chain disruption, shipping delays, and freight cost increases. We are monitoring
the ongoing developments as the COVID-19 vaccines are being distributed and
administered, and will take further actions that are in the best interests of
our associates and customers, as needed. For further information about the risks
associated with the COVID-19 pandemic, see "Risk Factors" in Part I, Item 1A of
our Fiscal 2020 Form 10-K.

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Results of Operations

Overview



Our first quarter 2021 results reflected an acceleration in our business and
excellent progress towards our "Real Power. Real Growth." strategic plan. The
Company recorded record first quarter revenue and operating income with positive
growth across brands. Demand for Aerie's product and powerful brand platform
continued at a rapid pace, while American Eagle initiatives reignited the brand.

Absent the impacts of the COVID-19 pandemic, 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. Additionally, during the 13 weeks ended May 2, 2020, our consolidated
results of operations were materially impacted by the effects of COVID-19.

Commencing in early March 2020, 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.

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 1,        May 2,
                                                      2021          2020
Total net revenue                                      100.0   %     100.0   %

Cost of sales, including certain buying, occupancy


  and warehousing expenses                              57.8          94.9
Gross profit                                            42.2           5.1
Selling, general and administrative expenses            25.6          34.1
Impairment and restructuring charges                       -          28.2
Depreciation and amortization expense                    3.7           7.7
Operating income (loss)                                 12.9         (64.9 )
Interest expense, net                                    0.8           0.1
Other (income) expense, net                             (0.2 )         0.5
Income (loss) before income taxes                       12.3         (65.5 )
Provision (benefit) for income taxes                     3.1         (18.9 )
Net income (loss)                                        9.2   %     (46.6 ) %

The following table shows our consolidated store data:



                                                       13 Weeks Ended
                                                     May 1,      May 2,
                                                      2021        2020
Number of stores:
Beginning of period                                    1,078       1,095
Opened                                                    11           3
Closed                                                   (15 )        (5 )
End of period                                          1,074       1,093

Total gross square feet at end of period (in '000) 6,816 6,822 International licensed/franchise stores at end of


  period (1)                                             236         215




   (1) International licensed/franchise stores are not included in the
       consolidated store data or the total gross square feet calculation.




Our operations consist of 891 American Eagle retail stores, which include 177
Aerie side-by-side locations and 1 OFFLINE side-by-side location, 179 Aerie
stand-alone locations (including 5 OFFLINE stand-alone locations), and AEO
Direct. Additionally, there were two Todd Snyder stand-alone locations and two
Unsubscribed locations.

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Non-GAAP Information



This results of operations section contains net income (loss) per diluted share
presented on an adjusted or non-GAAP basis, which is a non-GAAP financial
measure ("non-GAAP" or "adjusted"). 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. Non-GAAP information is provided as a supplement
to, not as a substitute for, or as superior to, measures of financial
performance prepared in accordance with GAAP. 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 consolidated
financial statements and provides a higher degree of transparency. 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 1,      May 2,
                                                          2021        2020

Net income (loss) per diluted share - GAAP Basis $ 0.46 $ (1.54 ) Add: Impairment (1)

                                            -        

0.69


Add: Restructuring charges(2)                                  -        

0.01


Add: Convertible Debt(3)                                    0.02           -

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


  GAAP Basis                                             $  0.48     $ (0.84 )

(1) 13 weeks ended May 2, 2020: Pre-tax impairment charges of $153.6 million.

Included in this amount are retail store impairment charges of $109.6

million, of which $84.1 million relates to operating lease ROU assets and

$25.5 million relates to store property and equipment (fixtures and

equipment and leasehold improvements). We also recorded $26.0 million of

impairment related charges to certain corporate property and equipment as


        well as $18.0 million of impairment charges related to certain cost and
        equity method investments.

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

(3) Amortization of the non-cash discount on the Notes

Comparison of the 13 weeks ended May 1, 2021 to the 13 weeks ended May 2, 2020

Total Net Revenue



Total net revenue increased 88%, or $483 million, to a first quarter record
$1,034.6 billion compared to $551.7 million last year. The COVID-19 pandemic and
the associated closures of our retail stores beginning March 17, 2020 negatively
affected our financial results for the 13 weeks ended May 2, 2020. As of May 1,
2021, nearly all of our stores have reopened and remain opened.

American Eagle

Total net revenue for the 13 weeks ended May 1, 2021 for the American Eagle brand was $727.7 million compared to $390.3 million for the 13 weeks ended May 2, 2020. Traffic for AE was up 51% and average unit retail price increased 23%.

Aerie



Total net revenue for the 13 weeks ended May 1, 2021 for the Aerie brand was
$297.5 million compared to $155.0 million for the 13 weeks ended May 2, 2020.
Traffic for the Aerie brand was up 83% and average unit retail price increased
30%.

Gross Profit

Gross profit increased $407.9 million, to $436.2 million compared to $28.3 million last year. Our gross margin percentage increased to 42.2% of revenue from 5.1% of revenue last year.



The 13 weeks ended May 2, 2020 were significantly impacted by disruptions
related to COVID-19, which resulted in a decline in revenue from retail store
closures; higher markdowns and promotions to clear through spring and summer
merchandise, and inventory provisions.

This year's gross margin reflected significantly higher merchandise margins
across brands, primarily due to higher full-priced sales, lower promotions and
inventory optimization initiatives. Lower rent expense also benefited the gross
margin. This was partly offset by higher delivery and distribution center costs,
due to increased digital mix and higher shipment costs, as well as increased
performance-based incentive compensation.

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There was $4.3 million and $2.6 million of share-based payment expense included
in gross profit for the periods ended May 1, 2021 and May 2, 2020, 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 41% or $76.3
million to $264.5 million from $188.2 million last year. As a percentage of
total net revenue, SG&A expenses decreased 850 basis points to 25.6%, compared
to 34.1% last year.

The 13 weeks ended May 2, 2020 were significantly impacted by the disruption
related to COVID-19, including the impact of lower store salaries from furloughs
that took effect in early April 2020 related to the retail store closures
resulting from COVID-19.

The 13 weeks ended May 1, 2021 reflected increased SG&A expenses due to higher
levels of performance-based incentive compensation, an increase in corporate
salaries and higher variable selling expenses.

There was $8.3 million and $1.4 million of share-based payment expense included in SG&A expenses for the periods ended May 1, 2021 and May 2, 2020, respectively, comprised of both time and performance-based awards.

Impairment and Restructuring Charges



There were no impairment and restructuring charges recorded for the 13 weeks
ended May 1, 2021. 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 13 to the Consolidated Financial
Statements.

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 consolidated
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/or restructuring charges in future periods and
expect to continue to incur charges for personal protective equipment and
supplies for our associates and customers.

Depreciation and Amortization Expense



Depreciation and amortization expense decreased 10% or $4.4 million, to $38.3
million for the 13 weeks ended May 1, 2021, compared to $42.7 million for the 13
weeks ended May 2, 2020. As a percentage of total net revenue, depreciation and
amortization expense was 3.7% for the 13 weeks ended May 1, 2021 compared to
7.7% for the 13 weeks ended May 2, 2020. The decrease in expense was primarily
attributable to asset impairment recorded in Fiscal 2020 and lower capital
spending.

Interest Expense, Net



Interest expense increased $8.4 million, to $8.5 million, for the 13 weeks ended
May 1, 2021, compared to $0.1 million for the 13 weeks ended May 2, 2020. The
increase in expense was primarily attributable to increased interest expense
related to our Notes and lower interest income.

Other (Income) Expense, Net



Other income, net was $1.9 million for the 13 weeks ended May 1, 2021. Other
expense, net was $3.0 million for the 13 weeks ended May 2, 2020. The increase
was primarily attributable to foreign currency fluctuations and changes in other
non-operating items.

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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 1, 2021 was
24.7% compared to the effective tax benefit rate of 28.8% for the 13 weeks ended
May 2, 2020.

The decrease in the effective tax rate, as compared to the prior period, is
primarily due to benefits recognized as a result of the passage of the CARES Act
which occurred during the 13 weeks ended May 2, 2020. The CARES Act allowed net
operating losses generated within tax year 2020 to be carried back to periods in
which the U.S. federal corporate income tax rate was 35%, as opposed to the
current U.S federal corporate income tax rate of 21%, which resulted in a higher
benefit rate applicable to the 13 weeks ended May 2, 2020. The effective tax
rate for the current period was also impacted by higher excess tax benefits on
share-based payments.

Net Income (Loss)

Net income increased $352.6 million, to $95.5 million for the 13 weeks ended May
1, 2021, or 9.2% as a percentage of total net revenue, as compared to a net loss
of $(257.2) million, or (46.6%) as a percentage of total net revenue for the 13
weeks ended May 2, 2020.

Net income per share increased to $0.46 per diluted share for the 13 weeks ended
May 1, 2021, which included $0.02 of the amortization of the non-cash discount
on the Notes, compared to a net loss of $1.54 per diluted share, including $0.70
of impairment and restructuring charges, for the 13 weeks ended May 2, 2020. 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 Asia, Europe, India, Latin America, and the Middle East.
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 1, 2021, we had 236 stores operated by our third
party operators in 33 countries. International third-party operated stores are
not included in the consolidated store data or the total gross square feet
calculation.

As of May 1, 2021, we had 92 company-owned stores in Canada, 48 in Mexico, nine in Hong Kong and seven 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 1, 2021, 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.

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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 1, 2021:





                                                           Fair Value Measurements at May 1, 2021
                                                            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                              $         466,014       $          466,014     $                   -     $              -
Interest bearing
  deposits                                  225,665                  225,665                         -                    -
Certificates of Deposit                      25,000                   25,000                         -                    -
Total cash and cash
  equivalents                     $         716,679       $          716,679                         -                    -
Short-term investments
Certificates of Deposit           $          75,000       $           75,000                         -                    -
Total short-term
  investments                     $          75,000       $           75,000
Total                             $         791,679       $          791,679                         -                    -


Long-Term Debt

The fair value of the Notes is not required to be measured at fair value on a
recurring basis. Upon issuance, the fair value of the Notes was measured using
two approaches that consider market related conditions, including market
benchmark rates and a secondary market quoted price, 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, and the payment of dividends. Additionally, our uses of cash have
included the development of the Aerie brand, investments in technology and
omni-channel capabilities, and our international expansion efforts.

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 April 2020, the Company issued $415 million aggregate principal
amount of 3.75% convertible senior notes due in 2025 in a private placement to
qualified institutional buyers. Interest is payable semi-annually. Refer to Note
8 to the Consolidated Financial Statements for additional information regarding
our long-term debt.

As of May 1, 2021, we had approximately $791.7 million in cash and cash
equivalents and short-term investments, which includes the proceeds from the
Notes. We expect to be able to fund our future cash requirements through current
cash holdings and available liquidity.

The following sets forth certain measures of our liquidity:





                                  May 1,        January 30,       May 2,
                                   2021            2021            2020

Working Capital (in thousands) $ 751,297 $ 664,161 $ 896,711 Current Ratio

                         2.01              1.77          2.35




Working capital increased $87.1 million compared to January 30, 2021 and
decreased $145.4 million compared to last year. The $145.4 million decrease in
our working capital compared to May 2, 2021, is driven by a $94.0 million
decrease in cash and short-term investments, a $56.4 million decrease in prepaid
expenses, a $65.9 million increase in accrued compensation, and a $54.8 million
increase in accounts payable; a $45.0 increase in inventory, and a $42.3 million
increase

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in net accounts receivable, a $30.8 million decrease in current operating lease liabilities and a $22.8 million decrease due to dividends payable.

Cash Flows provided by (used for) Operating Activities



Net cash provided by operating activities totaled $0.4 million for the 13 weeks
ended May 1, 2021, compared to net cash used for operating activities of
$(209.9) million for the 13 weeks ended May 2, 2020. Our primary outflow for the
13 weeks ended May 1, 2021 was for the payment of operational costs. For the
period ended May 2, 2020, 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 Investing Activities



Net cash used for investing activities totaled $112.2 million for the 13 weeks
ended May 1, 2021, compared to net cash used for investing activities of $9.1
million for the 13 weeks ended May 2, 2020. Investing activities for the 13
weeks ended May 1, 2021 primarily consisted of $75.0 million of short-term
investment purchases and $36.8 million of capital expenditures for property and
equipment. Investing activities for the 13 weeks ended May 2, 2020 primarily
included $33.9 million of capital expenditures for property and equipment,
partially offset by $25.0 million of net short-term investment sales.

Cash Flows (used for) provided by Financing Activities



Net cash used for financing activities totaled $22.1 million for the 13 weeks
ended May 1, 2021, compared to net cash provided by financing activities of
$714.6 million for the 13 weeks ended May 2, 2020. Cash used for financing
activities for the 13 weeks ended May 2, 2021 consisted primarily of $22.9
million for cash dividends paid at a quarterly rate of $0.1375 and $10.9 million
for the repurchase of common stock from employees for the payment of taxes in
connection with vesting of share-based payments, partially offset by $12.1
million of proceeds from stock option exercises.

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 the
Notes and $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 the Notes to strengthen our cash position and provide us with
additional financial flexibility during the remainder of the ongoing COVID-19
pandemic.

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 1, 2021, the Company was in compliance with the terms of the Credit
Agreement and had $7.9 million outstanding in stand-by letters of credit. No
loans were outstanding under the Credit Agreement as of May 1, 2021.

Capital Expenditures for Property and Equipment



Capital expenditures for the 13 weeks ended May 1, 2021 were $36.8 million, and
included $18.9 million related to investments in our stores, including 11 new
AEO stores (four American Eagle stores, six Aerie stand-alone stores (including
one OFFLINE store), and one Unsubscribed store), three remodeled and refurbished
stores, and fixtures and visual investments. Additionally, we continued to
support our infrastructure growth by investing in information technology
initiatives ($10.8 million), e-commerce ($3.2 million) and other home office
projects ($3.9 million).

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For Fiscal 2021, we expect capital expenditures to be in the range of $250 million to $275 million related to the continued support of our expansion efforts, stores, information technology upgrades to support growth, and investments in e-commerce. We expect to be able to fund our capital expenditures through current cash holdings and cash generated from operations.

Stock Repurchases

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 30.0 million shares.



In Fiscal 2020, to preserve cash liquidity in response to the uncertainty
created by the impact of COVID-19, the Company suspended its publicly-announced
share repurchase program. The Company unsuspended its share repurchase program
at the beginning of Fiscal 2021, but did not repurchase any shares under this
program during the 13 weeks ended May 1, 2021. During the 13 weeks ended May 2,
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.

During the 13 weeks ended May 1, 2021 and May 2, 2020, we repurchased
approximately 0.4 million and 0.1 million shares, respectively, from certain
employees at market prices totaling $10.9 million and $1.4 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 shares have been
recorded as treasury stock.

Dividends



During the 13 weeks ended May 1, 2021, our Board of Directors ("Board") declared
a quarterly cash dividend of $0.1375 per share on March 2, 2021, which was paid
on March 26, 2021.

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,
the first quarter dividend payment was deferred and paid on December 30, 2020 to
stockholders of record at the close of business on December 16, 2020.

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.

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 January 30, 2021 contained in our Fiscal 2020 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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