Former name, former address and former fiscal year, if changed since last report:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or ~~a smaller reporting~~emerging growth company. See the definitions of “large accelerated ~~filer,”~~filer”, “accelerated filer”, “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~181,879,272~~177,048,991 Common Shares were outstanding at ~~November 29, 2016.~~August 21, 2017.

	October 29,			January 30,			October 31,			July 29,			January 28,			July 30,
(In thousands, except per share amounts)	2016			2016			2015			2017			2017			2016
	(Unaudited)						(Unaudited)			(Unaudited)						(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	291,667		$	260,067		$	363,116		$	192,558		$	378,613		$	247,934
Merchandise inventory		492,602			305,178			479,729			433,458			358,446			422,151
Accounts receivable		74,812			80,912			63,775			80,673			86,634			65,282
Prepaid expenses and other		77,768			77,218			78,091			110,496			77,536			90,852
Total current assets		936,849			723,375			984,711			817,185			901,229			826,219

Property and equipment, at cost, net of accumulated depreciation		708,488			703,586			709,261			719,127			707,797			700,270
Intangible assets, at cost, net of accumulated amortization		49,993			51,832			46,756			47,520			49,373			50,761
Goodwill		17,315			17,186			12,978			15,069			14,887			17,399
Non-current deferred income taxes		49,627			64,927			82,688			28,761			49,250			44,370
Other assets		60,268			51,340			51,442			58,661			60,124			54,169
Total assets	$	1,822,540		$	1,612,246		$	1,887,836		$	1,686,323		$	1,782,660		$	1,693,188

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	314,111		$	182,789		$	304,989		$	275,479		$	246,204		$	286,691
Accrued compensation and payroll taxes		56,939			79,302			66,466			22,708			54,184			35,908
Accrued rent		79,255			77,482			77,892			78,697			78,619			78,621
Accrued income and other taxes		29,373			22,223			43,721			13,289			12,220			10,250
Unredeemed gift cards and gift certificates		30,130			48,274			28,259			32,573			52,966			31,532
Current portion of deferred lease credits		12,783			12,711			13,055			12,838			12,780			12,810
Other liabilities and accrued expenses		40,288			40,901			43,761			36,398			36,810			42,719
Total current liabilities		562,879			463,682			578,143			471,982			493,783			498,531
Non-current liabilities:
Deferred lease credits		47,677			50,104			53,877			53,620			45,114			51,100
Non-current accrued income taxes		4,573			4,566			4,876			4,786			4,537			4,795
Other non-current liabilities		35,451			42,518			41,667			31,636			34,657			38,365
Total non-current liabilities		87,701			97,188			100,420			90,042			84,308			94,260
Commitments and contingencies		—			—			—			—			—			—
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued and outstanding		—			—			—			—			—			—
Common stock, $0.01 par value; 600,000 shares authorized; 249,566 shares issued; 181,863, 180,135 and 194,438 shares outstanding, respectively		2,496			2,496			2,496
Common stock, $0.01 par value; 600,000 shares authorized; 249,566 shares issued; 176,965, 181,886 and 180,907 shares outstanding, respectively											2,496			2,496			2,496
Contributed capital		597,919			590,820			588,293			586,844			603,890			591,532
Accumulated other comprehensive loss		(31,160	)		(29,868	)		(19,797	)		(30,121	)		(36,462	)		(29,356	)
Retained earnings		1,744,227			1,659,267			1,602,550			1,772,233			1,775,775			1,693,371
Treasury stock, 67,703, 69,431 and 55,128 shares, respectively		(1,141,522	)		(1,171,339	)		(964,269	)
Treasury stock, 72,601, 67,680 and 68,659 shares, respectively											(1,207,153	)		(1,141,130	)		(1,157,646	)
Total stockholders’ equity		1,171,960			1,051,376			1,209,273			1,124,299			1,204,569			1,100,397
Total liabilities and stockholders’ equity	$	1,822,540		$	1,612,246		$	1,887,836		$	1,686,323		$	1,782,660		$	1,693,188

	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended						26 Weeks Ended
	October 29,			October 31,			October 29,			October 31,			July 29,			July 30,			July 29,			July 30,
(In thousands, except per share amounts)	2016			2015			2016			2015			2017			2016			2017			2016
Total net revenue	$	940,609		$	919,072		$	2,512,619		$	2,416,020		$	844,557		$	822,594		$	1,606,393		$	1,572,010
Cost of sales, including certain buying, occupancy and warehousing expenses		562,793			551,540			1,534,194			1,501,237			551,908			515,499			1,035,922			971,463
Gross profit		377,816			367,532			978,425			914,783			292,649			307,095			570,471			600,547
Selling, general and administrative expenses		219,912			220,798			615,503			601,680			203,717			199,536			398,696			395,529
Restructuring charges														9,746			—			15,193			—
Depreciation and amortization expense		39,636			37,623			117,319			108,861			40,283			38,900			80,730			77,683
Operating income		118,268			109,111			245,603			204,242			38,903			68,659			75,852			127,335
Other income, net		603			521			2,403			4,254
Other (expense) income, net														(6,734	)		(3,134	)		(6,330	)		1,801
Income before income taxes		118,871			109,632			248,006			208,496			32,169			65,525			69,522			129,136
Provision for income taxes		43,111			40,367			90,179			76,915			10,933			23,933			23,050			47,068
Income from continuing operations	$	75,760		$	69,265		$	157,827		$	131,581
Gain from discontinued operations, net of tax		—			4,847			—			4,847
Net income	$	75,760		$	74,112		$	157,827		$	136,428		$	21,236		$	41,592		$	46,472		$	82,068

Basic income per common share:
Income from continuing operations	$	0.41		$	0.35		$	0.86		$	0.67
Gain from discontinued operations		—			0.03			—			0.02
Net income per basic share	$	0.41		$	0.38		$	0.86		$	0.69		$	0.12		$	0.23		$	0.26		$	0.45

Diluted income per common share:
Income from continuing operations	$	0.41		$	0.35		$	0.86		$	0.67
Gain from discontinued operations		—			0.03			—			0.02
Net income per diluted share	$	0.41		$	0.38		$	0.86		$	0.69		$	0.12		$	0.23		$	0.26		$	0.45

Cash dividends per common share	$	0.125		$	0.125		$	0.375		$	0.375		$	0.125		$	0.125		$	0.250		$	0.250

Weighted average common shares outstanding - basic		181,819			195,215			181,196			195,308			177,228			181,048			178,475			180,872
Weighted average common shares outstanding - diluted		184,615			197,478			183,651			197,017			178,788			183,413			180,473			182,922

Retained earnings, beginning	$	1,693,371		$	1,553,380		$	1,659,267		$	1,543,085		$	1,774,315		$	1,675,031		$	1,775,775		$	1,659,267
Net income		75,760			74,112			157,827			136,428			21,236			41,592			46,472			82,068
Cash dividends and dividend equivalents		(23,349	)		(24,925	)		(69,754	)		(74,991	)		(22,783	)		(23,246	)		(45,385	)		(46,405	)
Reissuance of treasury stock		(1,555	)		(17	)		(3,113	)		(1,972	)		(535	)		(6	)		(4,629	)		(1,559	)
Retained earnings, ending	$	1,744,227		$	1,602,550		$	1,744,227		$	1,602,550		$	1,772,233		$	1,693,371		$	1,772,233		$	1,693,371

	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended					26 Weeks Ended
	October 29,			October 31,			October 29,			October 31,			July 29,		July 30,			July 29,		July 30,
(In thousands)	2016			2015			2016			2015			2017		2016			2017		2016
Net income	$	75,760		$	74,112		$	157,827		$	136,428		$	21,236	$	41,592		$	46,472	$	82,068
Other comprehensive loss:
Foreign currency translation loss		(1,805	)		(1,419	)		(1,287	)		(9,853	)
Other comprehensive loss:		(1,805	)		(1,419	)		(1,287	)		(9,853	)
Other comprehensive income:
Foreign currency translation income (expense)														2,550		(4,873	)		6,341		511
Other comprehensive income (expense):														2,550		(4,873	)		6,341		511
Comprehensive income	$	73,955		$	72,693		$	156,540		$	126,575		$	23,786	$	36,719		$	52,813	$	82,579

	39 Weeks Ended						26 Weeks Ended
	October 29,			October 31,			July 29,			July 30,
(In thousands)	2016			2015			2017			2016
Operating activities:
Net income	$	157,827		$	136,428		$	46,472		$	82,068
Gain from discontinued operations, net of tax		—			4,847
Income from continuing operations		157,827			131,581
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		118,173			109,382			81,697			78,142
Share-based compensation		23,024			32,531			9,798			16,748
Deferred income taxes		14,647			(12,914	)		20,423			20,262
Foreign currency transaction gain		(806	)		(564	)		(5,354	)		(2,268	)
Changes in assets and liabilities:
Merchandise inventory		(186,594	)		(203,759	)		(70,979	)		(115,371	)
Accounts receivable		4,070			2,528			5,979			14,081
Prepaid expenses and other		(499	)		(4,515	)		(32,409	)		(13,360	)
Other assets		(5,893	)		(16,156	)		(96	)		(3,482	)
Accounts payable		117,967			111,198			28,055			92,027
Unredeemed gift cards and gift certificates		(18,265	)		(19,512	)		(20,598	)		(16,953	)
Deferred lease credits		(2,577	)		(328	)		8,251			718
Accrued compensation and payroll taxes		(22,002	)		21,975			(30,387	)		(42,796	)
Accrued income and other taxes		7,038			4,419			1,884			(12,020	)
Accrued liabilities		(3,256	)		7,016			10,484			3,570
Total adjustments		45,027			31,301			6,748			19,298
Net cash provided by operating activities from continuing operations		202,854			162,882
Net cash provided by operating activities								53,220			101,366
Investing activities:
Capital expenditures for property and equipment		(107,616	)		(108,680	)		(86,503	)		(60,539	)
Acquisition of intangible assets		(1,215	)		(2,158	)		(188	)		(1,034	)
Net cash used for investing activities from continuing operations		(108,831	)		(110,838	)
Net cash used for investing activities								(86,691	)		(61,573	)
Financing activities:
Payments on capital leases		(5,604	)		(5,306	)		(7,188	)		(3,902	)
Repurchase of common stock as part of publicly announced programs		—			(15,459	)		(87,682	)		—
Repurchase of common stock from employees		(6,898	)		(5,164	)		(12,035	)		(6,868	)
Net proceeds from stock options exercised		16,177			6,347			225			1,905
Excess tax benefit from share-based payments		758			653			—			486
Cash dividends paid		(67,945	)		(73,113	)		(44,251	)		(45,213	)
Net cash used for financing activities from continuing operations		(63,512	)		(92,042	)
Effect of exchange rates changes on cash		1,089			(777	)
Cash flows of discontinued operations
Net cash used for operating activities		—			(6,805	)
Net cash used for investing activities		—			—
Net cash used for financing activities		—			—			(150,931	)		(53,592	)
Effect of exchange rates changes on cash		—			—			(1,653	)		1,666
Net cash used for discontinued operations		—			(6,805	)
Net increase (decrease) in cash and cash equivalents		31,600			(47,580	)
Net decrease in cash and cash equivalents								(186,055	)		(12,133	)
Cash and cash equivalents - beginning of period		260,067			410,696			378,613			260,067
Cash and cash equivalents - end of period	$	291,667		$	363,116		$	192,558		$	247,934
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes	$	77,562		$	81,797		$	32,786		$	63,631
Cash paid during the period for interest	$	881		$	892		$	539		$	610

The accompanying Consolidated Financial Statements of American Eagle Outfitters, Inc. (the “Company”) at ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015~~July 30, 2016 and for the 13 ~~week~~ and 3926 week periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015~~July 30, 2016 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Certain notes and other information have been condensed or omitted from the interim Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q. Therefore, these Consolidated Financial Statements should be read in conjunction with the Company’s Fiscal ~~2015~~2016 Annual Report. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and those described in the footnotes that follow) considered necessary for a fair presentation have been included. The existence of subsequent events has been evaluated through the filing date of this Quarterly Report on Form 10-Q.

As used in this report, all references to “we,” “our” and the “Company” refer to American Eagle Outfitters, Inc. and its wholly owned subsidiaries. “American Eagle Outfitters,” “American Eagle,” “AEO” and the “AE Brand” refer to our American Eagle Outfitters stores. “Aerie” refers to our Aerie^® by American Eagle^® stores. “AEO Direct” refers to our e-commerce operations, ~~ae.com~~www.ae.com and ~~aerie.com.~~www.aerie.com. “Tailgate” refers to ~~the~~our Tailgate ~~Clothing Company that was acquired in Fiscal 2015. Tailgate owns and operates the Tailgate and~~brand of vintage, sports- inspired apparel. “Todd Snyder” refers to our Todd Snyder New York ~~brands.~~premium menswear brand.

Our business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, a large portion of total net revenue and operating income occurs in the third and fourth fiscal quarters, reflecting the increased demand during the back-to-school and year-end holiday selling seasons, respectively. The results for the current and prior periods are not necessarily indicative of future financial results.

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. At ~~October~~July 29, ~~2016,~~2017, the Company operated in one reportable segment.

The Company’s financial year is a 52/53 week year that ends on the Saturday nearest to January 31. As used herein, “Fiscal ~~2016”~~2017” refers to the 5253 week period ending ~~January 28, 2017.~~February 3, 2018. “Fiscal ~~2015”~~2016” refers to the 52 week period ended January ~~30, 2016.~~28, 2017.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of our contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, our management reviews the Company’s estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model that expands disclosure requirements and requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Originally, ASU 2014-09 was effective for annual reporting periods beginning after December 15, 2016. In July 2015, the FASB voted to approve amendments deferring the effective date by one year to be effective for annual reporting periods beginning after December 15, 2017. Accordingly, the Company will adopt ASU 2014-09 on February 4, 2018. The Company does not expect a material impact of the adoption of this guidance toon its Consolidated Financial ~~Statements.~~

~~In November 2015, the FASB issued ASU No. 2015-17,~~ ~~Balance Sheet Classification~~Statements, results of ~~Deferred Taxes~~ ~~(“ASU 2015-17”), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. ASU 2015-17, may be applied prospectively~~operations or ~~retrospectively. The Company adopted ASU 2015-17 on January 30, 2016, applied retrospectively.~~cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016–02”) which replaces the existing guidance in ASC 840, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years and requires retrospective application. The Company will adopt in Fiscal 2019 and is currently evaluating the impact of ASU 2016-02 to its Consolidated Financial ~~Statements.~~Statements, but expects that it will result in a significant increase to its long-term assets and liabilities on the Consolidated Balance Sheets.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. The Company ~~will adopt in Fiscal~~adopted ASU 2016-09 prospectively on January 29, 2017 and ~~does~~it did not ~~expect~~have a material impact to ~~its~~the Consolidated Financial ~~Statements.~~Statements for the 13 or 26 weeks ended July 29, 2017.

In accordance with Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters, assets and liabilities denominated in foreign currencies were translated into United States dollars (“USD”) (the reporting currency) at the exchange rates prevailing at the balance sheet date. Revenues and expenses denominated in foreign currencies were translated into USD at the monthly average exchange rates for the period. Gains or losses resulting from foreign currency transactions are included in the results of operations, whereas, related translation adjustments are reported as an element of other comprehensive income in accordance with ASC 220, Comprehensive Income.

Revenue is recorded for store sales upon the purchase of merchandise by customers. The Company’s e-commerce operation records revenue upon the estimated customer receipt date of the merchandise. Shipping and handling revenues are included in total net revenue. Sales tax collected from customers is excluded from revenue and is included as part of accrued income and other taxes on the Company’s Consolidated Balance Sheets.

Revenue is recorded net of estimated and actual sales returns and ~~deductions for coupon redemptions and other promotions.~~promotional price reductions. The Company records the impact of adjustments to its sales return reserve quarterly within total net revenue and cost of sales. The sales return reserve reflects an estimate of sales returns based on projected merchandise returns determined through the use of historical average return ~~percentages and recent trends.~~percentages.

Revenue is not recorded on the issuance of gift cards. A current liability is recorded upon issuance, and revenue is recognized when the gift card is redeemed for merchandise. Additionally, the Company recognizes revenue on unredeemed gift cards based on an estimate of the amounts that will not be redeemed (“gift card breakage”), determined through historical redemption trends. Gift card breakage revenue is recognized in proportion to actual gift card redemptions as a component of total net revenue. For further information on the Company’s gift card program, refer to the Gift Cards caption below.

The Company recognizes royalty revenue generated from its licensee or franchise agreements based on a percentage of merchandise sales by the licensee/franchisee. This revenue is recorded as a component of total net revenue when earned.

Cost of sales consists of merchandise costs, including design, sourcing, importing and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs (collectively “merchandise costs”) and buying, occupancy and warehousing costs.

Design costs are related to the Company's Design Center operations and include compensation, travel and entertainment, supplies and samples for our design teams, as well as rent and depreciation for our Design Center. These costs are included in cost of sales as the respective inventory is sold.

Buying, occupancy and warehousing costs consist of compensation, employee benefit expenses and travel and entertainment for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operation. Gross profit is the difference between total net revenue and cost of sales.

Selling, general and administrative ~~(“SG&A”)~~ expenses consist of compensation and employee benefit expenses, including salaries, incentives and related benefits associated with our stores and corporate headquarters. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office, communication costs, travel and entertainment, leasing costs and services purchased. Selling, general and administrative expenses do not include compensation, employee benefit expenses and travel for our design, sourcing and importing teams, our buyers and our distribution centers as these amounts are recorded in cost of sales. Additionally, selling, general and administrative expenses do not include rent and utilities related to our stores, operating costs of our distribution centers, and shipping and handling costs related to our e-commerce operations.

Other (expense) income, net consists primarily of foreign currency transaction gain/loss, interest income/expense and realized investment ~~gain/loss.~~gains/losses.

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

As of ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, the Company held no ~~short or long term~~ investments.

Refer to Note 3 to the Consolidated Financial Statements for information regarding cash and cash ~~equivalents.~~equivalents investments.

Merchandise inventory is valued at the lower of average cost or market, utilizing the retail method. Average cost includes merchandise design and sourcing costs and related expenses. The Company records merchandise receipts when both title and risk of loss for the merchandise have transferred to the Company.

The Company reviews its inventory levels to identify slow-moving merchandise and generally uses markdowns to clear merchandise. Additionally, the Company estimates a markdown reserve for future planned permanent markdowns related to current inventory. Markdowns may occur when inventory exceeds customer demand for reasons of style, seasonal adaptation, changes in customer preference, lack of consumer acceptance of fashion items, competition, or if it is determined that the inventory in stock will not sell at its currently ticketed price. Such markdowns may have a material adverse impact on earnings, depending on the extent and amount of inventory affected. The Company also estimates a shrinkage reserve for the period between the last physical count and the balance sheet date. The estimate for the shrinkage reserve, based on historical results, can be affected by changes in merchandise mix and changes in actual shrinkage trends.

The Company calculates income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the use of the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the Consolidated Financial Statement carrying amounts of existing assets and liabilities and their respective tax bases as computed pursuant to ASC 740. Deferred tax assets and liabilities are measured using the tax rates, based on certain judgments regarding enacted tax laws and published guidance, in effect in the years when those temporary differences are expected to reverse. A valuation allowance is established against the deferred tax assets when it is more likely than not that some portion or all of the deferred taxes may not be realized. Changes in the Company’s level and composition of earnings, tax laws or the deferred tax valuation allowance, as well as the results of tax audits may materially impact the Company’s effective income tax rate.

The Company evaluates its income tax positions in accordance with ASC 740, which prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. Under ASC 740, a tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits.

The calculation of the deferred tax assets and liabilities, as well as the decision to recognize a tax benefit from an uncertain position and to establish a valuation allowance require management to make estimates and assumptions. The Company believes that its assumptions and estimates are reasonable, although actual results may have a positive or negative material impact on the balances of deferred tax assets and liabilities, valuation allowances or net income.

Refer to Note 10 to the Consolidated Financial Statements for additional information regarding income taxes.

Property and equipment is recorded on the basis of cost, including costs to prepare the asset for use, with depreciation computed utilizing the straight-line method over the assets’ estimated useful lives. The useful lives of our major classes of assets are as follows:

As of July 29, 2017, the weighted average remaining useful life of our assets is approximately 8.3 years.

In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), the Company evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be ~~identified.~~identified, for stores that have been open for a period of time sufficient to reach maturity. Impairment losses are recorded on long-lived assets used in operations when events and circumstances indicate that the assets are impaired and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. When events such as these occur, the impaired assets are adjusted to their estimated fair value and an impairment loss is recorded. No long-lived asset impairment charges were recorded during the 13 ~~weeks~~ or 3926 weeks ended ~~October~~July 29, ~~2016~~2017 or ~~October 31, 2015.~~July 30, 2016.

Refer to Note 6 to the Consolidated Financial Statements for additional information regarding property and equipment.

The Company’s goodwill is primarily related to the acquisition of its importing operations, Canada business, Tailgate and Todd Snyder brands, and Hong Kong and China ~~businesses and the recent acquisition of Tailgate Clothing Co. in Fiscal 2015.~~businesses. In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), the Company evaluates goodwill for possible impairment on at least an annual basis and last performed an annual impairment test as of January ~~30, 2016. As~~28, 2017. During the fourth quarter of Fiscal 2016, the goodwill was fully impaired for the Hong Kong and China businesses. All other goodwill for the Company was not impaired as a result of the ~~Company’s~~ annual ~~goodwill~~ impairment test, the Company concluded that its goodwill was not impaired. The change in goodwill in the 13 weeks ended October 29, 2016 is due to the fluctuation in the foreign exchange spot rate at which the foreign goodwill balances are translated.test.

Intangible assets are recorded on the basis of cost with amortization computed utilizing the straight-line method over the assets’ estimated useful lives. The Company’s intangible assets, which ~~primarily include~~consists of trademark assets, are generally amortized over 15 to 25 years.

The Company evaluates intangible assets for impairment in accordance with ASC 350 when events or circumstances indicate that the carrying value of the asset may not be recoverable. Such an evaluation includes the estimation of undiscounted future cash flows to be generated by those assets. If the sum of the estimated future undiscounted cash flows are less than the carrying amounts of the assets, then the assets are impaired and are adjusted to their estimated fair value. No intangible asset impairment charges were recorded during the 13 or 3926 weeks ended ~~October~~July 29, ~~2016~~2017 or ~~October 31, 2015.~~July 30, 2016.

Refer to Note 7 to the Consolidated Financial Statements for additional information regarding intangible assets.

The value of a gift card is recorded as a current liability upon issuance, and revenue is recognized when the gift card is redeemed for merchandise. The Company estimates gift card breakage and recognizes revenue in proportion to actual gift card redemptions as a component of total net revenue. The Company determines an estimated gift card breakage rate by continuously evaluating historical redemption data and the time when there is a remote likelihood that a gift card will be redeemed. The Company recorded ~~$1.5~~$2.0 million and ~~$1.4~~$1.7 million of revenue related to gift card breakage during the 13 weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, respectively. During the 3926 weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, the Company recorded ~~$5.3 million~~$4.5 and ~~$4.6~~$3.8 million, respectively, of revenue related to gift card breakage.

Deferred lease credits represent the unamortized portion of construction allowances received from landlords related to the Company’s retail stores. Construction allowances are generally comprised of cash amounts received by the Company from its landlords as part of the negotiated lease terms. The Company records a receivable and a deferred lease credit liability at the lease commencement date (date of initial possession of the store). The deferred lease credit is amortized on a straight-line basis as a reduction of rent expense over the term of the original lease (including the pre-opening build-out period). The receivable is reduced as amounts are received from the landlord.

The Company offers a co-branded credit card (the “AEO Visa Card”) and a private label credit card (the “AEO Credit Card”) under the AEO and Aerie brands. These credit cards are issued by a third-party bank (the “Bank”) in accordance with a credit card agreement (“the Agreement”). The Company has no liability to the Bank for bad debt expense, provided that purchases are made in accordance with the Bank’s procedures. We receive ~~additional~~ funding from the Bank based on the Agreement and card ~~activity.~~activity, which includes payments for new account activations and usage of the AEO credit card. We recognize revenue for ~~the additional~~this funding when the amounts are fixed or determinable and collectability is reasonably assured. This revenue is recorded asin other revenue, which is a component of total net ~~revenue.~~revenue in our Consolidated Statements of Operations and Retained Earnings.

Once a customer is approved to receive the AEO Visa Card or the AEO Credit Card and the card is activated, the customer is eligible to participate in the credit card rewards program. Customers who make purchases at AEO and Aerie earn discounts in the form of savings certificates when certain purchase levels are reached. Also, AEO Visa Card customers who make purchases at other retailers where the card is accepted earn additional discounts. Savings certificates are valid for 90 days from issuance.

Points earned under the credit card rewards program on purchases at AEO and Aerie are accounted for by analogy to ASC 605-25, Revenue Recognition, Multiple Element Arrangements (“ASC 605-25”). The Company believes that points earned under its point and loyalty programs represent deliverables in a multiple element arrangement rather than a rebate or refund of cash. Accordingly, the portion of the sales revenue attributed to the award points is deferred and recognized when the award is redeemed or when the points expire. Additionally, credit card reward points earned on non-AEO or Aerie purchases are accounted for in accordance with ASC 605-25. As the points are earned, a current liability is recorded for the estimated cost of the award, and the impact of adjustments is recorded in cost of sales.

The Company offers its customers the AEREWARDS^® loyalty program (the “Program”). Under the Program, customers accumulate points based on purchase activity and earn rewards by reaching certain point thresholds during three-month earning periods. Rewards earned during these periods are valid through the stated expiration date, which is approximately one month from the mailing date of the reward. These rewards can be redeemed for a discount on a purchase of merchandise. Rewards not redeemed during the one-month redemption period are forfeited. The Company determined that rewards earned using the Program should be accounted for in accordance with ASC 605-25. Accordingly, the portion of the sales revenue attributed to the award credits is deferred and recognized when the awards are redeemed or expire.

The Company is currently piloting a new customer loyalty program, which we expect to launch late in 2017. This new program will integrate the current credit card rewards program and the AEREWARDS^® loyalty program into one combined customer offering. Under this new program, customers will earn discounts in the form of savings certificates, which will be accounted for in accordance with ASC 605-25.

In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company has identified ~~three~~two operating segments (American Eagle Outfitters Brand ~~retail stores,~~and Aerie ~~retail stores and AEO Direct)~~by American Eagle Outfitters Brand) that reflect the basis used internally to review performance and allocate resources. All ~~of the~~ operating segments have been aggregated and are presented as one reportable segment, as permitted by ASC 280.

The following table summarizes the fair market values for the Company’s cash and ~~cash equivalents,~~marketable securities, which are recorded on the Consolidated Balance Sheets:

(In thousands)	October 29, 2016		January 30, 2016		October 31, 2015		July 29, 2017		January 28, 2017		July 30, 2016
Cash and cash equivalents:
Cash	$	209,581	$	205,359	$	283,035	$	162,763	$	265,332	$	173,921
Interest Bearing Deposits and Money Market Funds		82,086		54,708		80,081
Interest bearing deposits								29,795		83,281		74,013
Commercial paper								—		30,000		—
Total cash and cash equivalents	$	291,667	$	260,067	$	363,116	$	192,558	$	378,613	$	247,934

There were no sales or purchases of investments for the 13 and 26 weeks ended July 29, 2017 and July 30, 2016.

ASC 820, Fair Value Measurement Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. Fair value is defined under ASC 820 as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date.

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:

As of ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, the Company held certain assets that are required to be measured at fair value on a recurring basis. These include cash and cash equivalents.

In accordance with ASC 820, the following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents) measured at fair value on a recurring basis at ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015:~~July 30, 2016:

	Fair Value Measurements at October 29, 2016								Fair Value Measurements at July 29, 2017
(In thousands)	Carrying Amount		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Carrying Amount		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents:
Cash	$	209,581	$	209,581		—		—	$	162,763	$	162,763		—		—
Interest Bearing Deposits		82,086		82,086		—		—
Interest bearing deposits										29,795		29,795		—		—
Total cash and cash equivalents	$	291,667	$	291,667		—		—	$	192,558	$	192,558		—		—

	Fair Value Measurements at October 31, 2015								Fair Value Measurements at July 30, 2016
(In thousands)	Carrying Amount		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Carrying Amount		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents:
Cash	$	283,035	$	283,035		—		—	$	173,921	$	173,921		—		—
Interest Bearing Deposits and Money Market Funds		80,081		80,081		—		—
Interest bearing deposits										74,013		74,013		—		—
Total cash and cash equivalents	$	363,116	$	363,116		—		—	$	247,934	$	247,934	$	—	$	—

In the event the Company holds Level 3 investments, a discounted cash flow model is used to value those investments. There were no Level 3 investments at ~~October~~July 29, ~~2016~~2017 or ~~October 31, 2015.~~July 30, 2016.

The Company’s non-financial assets, which include goodwill, intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, and the Company is required to evaluate the non-financial instrument for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the estimated fair value.

The following is a reconciliation between basic and diluted weighted average shares outstanding:

	13 Weeks Ended				39 Weeks Ended				13 Weeks Ended				26 Weeks Ended
	October 29,		October 31,		October 29,		October 31,		July 29,		July 30,		July 29,		July 30,
(In thousands)	2016		2015		2016		2015		2017		2016		2017		2016
Weighted average common shares outstanding:
Basic number of common shares outstanding		181,819		195,215		181,196		195,308		177,228		181,048		178,475		180,872
Dilutive effect of stock options and non-vested restricted stock		2,796		2,263		2,455		1,709		1,560		2,365		1,998		2,050
Diluted number of common shares outstanding		184,615		197,478		183,651		197,017		178,788		183,413		180,473		182,922

~~Stock option~~Equity awards to purchase ~~1.4~~approximately 3.3 million shares of common stock during both the 13 and 3926 weeks ended ~~October~~July 29, ~~2016,~~2017, respectively and approximately ~~13,000~~2.8 million shares of common stock during both the 13 and 2926 weeks ended ~~October 31, 2015~~July 30, 2016 were outstanding, but were not included in the computation of weighted average diluted common share amounts as the effect of doing so would be anti-dilutive.

Additionally, approximately ~~0.1~~1.3 million shares of restricted stock units for the 13 and 3926 weeks ended ~~October~~July 29, ~~2016, respectively,~~2017 were outstanding, but not included in the computation of weighted average diluted common share amounts ~~because~~as the ~~number~~effect of ~~shares ultimately issued is contingent on the Company’s performance compared to pre-established annual performance goals.~~doing so would be anti-dilutive.

Refer to Note 9 to the Consolidated Financial Statements for additional information regarding share-based compensation.

	October 29,			January 30,			October 31,			July 29,			January 28,			July 30,
(In thousands)	2016			2016			2015			2017			2017			2016
Property and equipment, at cost	$	1,858,863		$	1,792,382		$	1,784,862		$	1,955,756		$	1,884,297		$	1,824,869
Less: Accumulated depreciation		(1,150,375	)		(1,088,796	)		(1,075,601	)
Less: Accumulated depreciation and impairment											(1,236,629	)		(1,176,500	)		(1,124,599	)
Property and equipment, net	$	708,488		$	703,586		$	709,261		$	719,127		$	707,797		$	700,270

	October 29,			January 30,			October 31,			July 29,			January 28,			July 30,
(In thousands)	2016			2016			2015			2017			2017			2016
Trademarks and other intangibles, at cost	$	68,611		$	67,398		$	61,543
Trademarks, at cost										$	69,166		$	68,978		$	68,430
Less: Accumulated amortization		(18,618	)		(15,566	)		(14,787	)		(21,646	)		(19,605	)		(17,669	)
Intangible assets, net	$	49,993		$	51,832		$	46,756		$	47,520		$	49,373		$	50,761

~~The~~In Fiscal 2014, the Company ~~currently participates in~~entered into a Credit Agreement (“Credit Agreement”) ~~consisting of~~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.

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 ~~October~~July 29, ~~2016,~~2017, the Company was in compliance with the terms of the Credit Agreement and had ~~$8.0~~$8.1 million outstanding in stand-by letters of credit. No loans were outstanding under the Credit Agreement as of ~~October~~July 29, ~~2016.~~2017.

Additionally, the Company has a borrowing agreement with one financial institution under which it may borrow an aggregate of $5.0 million USD for the purposes of trade letter of credit issuances. The availability of any future borrowings under the trade letter of credit facilities is subject to acceptance by the financial institution.

As of ~~October~~July 29, ~~2016,~~2017, the Company had no outstanding trade letters of credit.

The Company accounts for share-based compensation under the provisions of ASC 718, Compensation - Stock Compensation (“ASC 718”), which requires companies to measure and recognize compensation expense for all share-based payments at fair value. The Company adopted ASU 2016-09 prospectively at the beginning of Fiscal 2017 and now records excess tax benefits and deficiencies as a discrete adjustment to income tax expense when stock awards vest or are exercised, rather than in contributed capital where they have been historically recorded. ASU 2016-09 also requires cash flows related to excess tax benefits from share-based compensation to be presented in operating activities, rather than separately as a financing activity, in the Consolidated Statement of Cash Flows.

Total share-based compensation expense included in the Consolidated Statements of Operations for the 13 weeks and 3926 weeks ended ~~October~~July 29, ~~2016~~2017 was ~~$6.3~~$5.0 million ($~~4.0~~3.3 million, net of tax) and ~~$23.0~~$9.8 million ($~~14.6~~6.5 million, net of tax), respectively, and for the 13 weeks and 3926 weeks ended ~~October 31, 2015~~July 30, 2016 was ~~$10.5~~$7.9 million ($~~6.5~~5.0 million, net of tax) and ~~$32.5~~$16.7 million ($~~20.0~~10.6 million, net of tax), respectively.

The Company grants both time-based and performance-based stock options. A summary of the Company’s stock option activity for the 3926 weeks ended ~~October~~July 29, ~~2016~~2017 follows:

Weighted-
Average

Weighted-
Average
Remaining
Contractual

Aggregate

Options

Exercise Price

Term

Intrinsic Value

(In thousands)

(In years)

(In thousands)

Outstanding - January 30, 2016

1,213

$
14.83

Granted

2,211

$
15.35

Exercised (1)

(1,068
)

$
14.83

Cancelled

(42
)

$
14.50

Outstanding - October 29, 2016

2,314

$
15.33

6.3

3,640

Vested and expected to vest - October 29, 2016

2,133

$
15.33

6.3

3,361

Exercisable - October 29, 2016 (2)

90

$
14.22

0.6

240

				Weighted- Average		Weighted- Average Remaining Contractual		Aggregate
	Options			Exercise Price		Term		Intrinsic Value
	(In thousands)					(In years)		(In thousands)
Outstanding - January 28, 2017		2,314		$	15.33
Granted		1,055		$	14.59
Exercised (1)		(20	)	$	11.51
Cancelled		(51	)	$	15.81
Outstanding - July 29, 2017		3,298		$	15.11		6.0		—
Vested and expected to vest - July 29, 2017		3,085		$	15.12		6.0		—
Exercisable - July 29, 2017 (2)		9		$	11.51		—		—

Cash received from the exercise of stock options was ~~$16.2~~$0.2 million for the 3926 weeks ended ~~October~~July 29, ~~2016~~2017 and ~~$6.3~~$1.9 million for the 3926 weeks ended ~~October 31, 2015.~~July 30, 2016. The actual tax ~~detriment~~benefit realized from stock option exercises totaled ~~($0.2)~~$0.7 million for the 3926 weeks ~~ended October~~July 29, ~~2016~~2017 and ~~($0.6)~~$0.1 million for the 3926 weeks ended ~~October 31, 2015.~~July 30, 2016.

As of July 29, 2017, there was $8.3 million of unrecognized compensation expense for stock option awards.

The fair value of stock options was estimated ~~based on the closing market price of the Company’s common stock on~~at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

As of October 29, 2016 there was $6.6 million of unrecognized compensation expense related to non-vested time-based stock option awards that is expected to be recognized over a weighted average period of 2.9 years.

Time-based restricted stock awards are comprised of time-based restricted stock units. These awards vest over three years. Time-based restricted stock units receive dividend equivalents in the form of additional time-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award.

Performance-based restricted stock awards include performance-based restricted stock units. These awards cliff vest at the end of a three year period based upon the Company’s achievement of pre-established goals throughout the term of the award. Performance-based restricted stock units receive dividend equivalents in the form of additional performance-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award.

The grant date fair value of all restricted stock awards is based on the closing market price of the Company’s common stock on the date of grant.

A summary of the Company’s restricted stock activity is presented in the following tables:

	Time-Based Restricted Stock Units					Performance-Based Restricted Stock Units					Time-Based Restricted Stock Units					Performance-Based Restricted Stock Units
	39 Weeks Ended					39 Weeks Ended					26 Weeks Ended					26 Weeks Ended
	October 29, 2016					October 29, 2016					July 29, 2017					July 29, 2017
(Shares in thousands)	Shares			Weighted -Average Grant Date Fair Value		Shares			Weighted -Average Grant Date Fair Value		Shares			Weighted -Average Grant Date Fair Value		Shares			Weighted -Average Grant Date Fair Value
Nonvested - January 30, 2016		1,935		$	15.17		2,609		$	16.02
Nonvested - January 28, 2017												2,001		$	15.39		2,825		$	15.07
Granted		966		$	16.04		1,082		$	15.71		1,468		$	11.61		703		$	14.97
Vested		(889	)	$	16.11		(195	)	$	14.82		(936	)	$	14.82		(957	)	$	14.45
Cancelled		(83	)	$	12.75		(701	)	$	19.73		(237	)	$	15.09		(128	)	$	15.46
Nonvested - October 29, 2016		1,929		$	15.28		2,795		$	15.05
Nonvested - July 29, 2017												2,296		$	13.24		2,443		$	15.13

As of ~~October~~July 29, ~~2016,~~2017, there was ~~$23.4~~$27.1 million of unrecognized compensation expense related to non-vested, time-based restricted stock unit awards that is expected to be recognized over a weighted-average period of 2.1 years. Based on current probable performance, ~~$10.8~~there is $6.5 million of unrecognized compensation expense related to performance-based restricted stock unit awards which will be recognized as achievement of performance goals is probable over a one to three year period.

As of ~~October~~July 29, ~~2016,~~2017, the Company had ~~3.5~~11.7 million shares available for all equity grants.

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 ~~October~~July 29, ~~2016~~2017 was ~~36.3%~~34.0% compared to ~~36.8%~~36.5% for the 13 weeks ended ~~October 31, 2015.~~July 30, 2016. The effective income tax rate for the 3926 weeks ended ~~October~~July 29, ~~2016~~2017 was ~~36.4%~~33.2% compared to ~~36.9%~~36.4% for the 3926 weeks ended ~~October 31, 2015.~~July 30, 2016. The decrease in the effective income tax rate for the 13 weeks ~~and 39 weeks~~ ended ~~October~~July 29, ~~2016~~2017 was primarily due to athe overall mix of earnings in jurisdictions with different tax rates, including the impact of restructuring related charges. The decrease in the effective income tax rate for the 26

weeks ended July 29, 2017 was primarily due to the ~~valuation allowance on foreign deferred~~overall mix of earnings in jurisdictions with different tax ~~assets.~~rates and changes in unrecognized tax benefits.

The Company records accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company recognizes income tax liabilities related to unrecognized tax benefits in accordance with ASC 740 and adjusts these liabilities when its judgment changes as the result of the evaluation of new information not previously available. Unrecognized tax benefits did not change significantly during the 13 weeks ended ~~October~~July 29, ~~2016.~~2017. Over the next twelve months, the Company believes that it is reasonably possible that unrecognized tax benefits may decrease by approximately ~~$3.8~~$3.9 million due to settlements, expiration of statute of limitations or other changes in unrecognized tax benefits.

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

In ~~Fiscal 2012,~~the 13 and 26 weeks ended July 29, 2017, the Company ~~exited~~recorded pre-tax restructuring related charges of $20.7 million and $26.2 million, respectively. These amounts consist of costs related to the ~~77kids business. In connection with the~~planned exit of a joint business venture; charges for home office restructuring; and the ~~77kids business,~~previously announced initiative to explore the closure or conversion of Company ~~became secondarily liable for obligations under lease agreements for 21 store leases assumed by~~owned and operated stores in Hong Kong, China, and the ~~third party purchaser. In Fiscal 2014,~~United Kingdom to licensed partnerships. The closure of the ~~third party purchaser did not fulfill its obligations under the leases, resulting~~United Kingdom was completed in the ~~Company becoming primarily liable.~~13 weeks ended July 29, 2017. The Company ~~was required~~expects to ~~make rental~~incur additional charges for corporate and lease termination payments and received reimbursement from the $11.5 million stand-by letter of credit provided by the third party purchaser. The cash outflow for the remaining lease termination costs was paidinternational restructuring charges in Fiscal ~~2015.~~2017. The timing and magnitude is dependent on a number of factors, including negotiating third-party agreements, adherence to notification requirements and local laws.

In accordance with ASC 460, Guarantees (“ASC 460”), as the Company became primarily liable under the leases upon the third party purchaser’s default, the estimated remaining amounts to terminate the lease agreements were accrued in our Consolidated Financial Statements related to these guarantees.

A rollforward of the liabilities recognized in the Consolidated Balance ~~Sheets~~Sheet is as ~~follows:~~follows. The accrued liability as of January 28, 2017 relates to previous restructuring activities disclosed in the Company’s Fiscal 2016 Form 10-K, which remained unpaid at the beginning of Fiscal 2017.

The table below presents the significant components of 77kids’ results included in Gain from Discontinued Operations on the Consolidated Statements of Operations for the 13 and 39 weeks ended October 31, 2015. During the 13 and 39 weeks ended October 29, 2016, there were no costs associated with discontinued operations incurred on the Consolidated Statement of Operations.

Ernst & Young LLP, our independent registered public accounting firm, has performed a limited review of the unaudited Consolidated Financial Statements for the thirteen and ~~thirty-nine~~twenty-six week periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, as indicated in their report on the limited review included below. Since they did not perform an audit, they express no opinion on the unaudited Consolidated Financial Statements referred to above.

We have reviewed the consolidated balance sheets of American Eagle Outfitters, Inc. (the Company) as of ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, and the related consolidated statements of operations and retained earnings and comprehensive income for the thirteen and ~~thirty-nine~~twenty-six week periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015~~July 30, 2016 and the consolidated statements of cash flows for the ~~thirty-nine~~twenty-six week periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015.~~July 30, 2016. These financial statements are the responsibility of the ~~Company's~~Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of American Eagle Outfitters, Inc. as of January ~~30, 2016,~~28, 2017, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein), and we expressed an unqualified audit opinion on those consolidated financial statements in our report dated March 10, ~~2016.~~2017. In our opinion, the accompanying consolidated balance sheet of American Eagle Outfitters, Inc. as of January ~~30, 2016,~~28, 2017, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our Fiscal ~~2015~~2016 Management’s Discussion and Analysis of Financial Condition and Results of Operations which can be found in our Fiscal ~~2015~~2016 Annual Report on Form 10-K.

In addition, the following discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements and should be read in conjunction with these statements and notes thereto.

This report contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations or beliefs concerning future events, including the following:

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 within Item 1A of this Quarterly Report on Form 10-Q and Item 1A of our Fiscal ~~2015~~2016 Annual Report on Form 10-K. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements.

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, as well as the AEO Direct business.~~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 ~~increase~~change of 25% or greater due to a remodel are removed from the comparable sales base, but are included in total sales. These stores are returned to the comparable sales base in the thirteenth month following the remodel. Sales from American Eagle Outfitters, Aerie and ~~Aerie~~Tailgate stores, as well as sales from AEO Direct, are included in total comparable sales. Sales from ~~franchise~~licensed stores are not included in comparable sales. Individual American Eagle Outfitters and Aerie brand comparable sales disclosures represent sales from stores and AEO Direct.

AEO Direct sales are included in the individual American Eagle Outfitters and Aerie brand comparable sales metric for the following reasons:

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 ~~the price and inventory levels~~profitability of our ~~merchandise and achieving an optimal level of~~ 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 ~~success.~~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. Management also uses earnings before interest and taxes as an indicator of ~~successful~~ operating results.

Return on invested capital -— Our management uses return on invested capital ~~calculated as a ratio of net income to average debt and equity,~~ as a key measure to assess our efficiency at allocating capital to profitable investments. This measure is critical in determining which strategic alternatives to pursue.

~~Sales productivity~~Omni-channel sales performance ~~- Sales productivity, including total net revenue per average square foot,~~— Our management utilizes the following quality of sales ~~per productive hour,~~metrics in evaluating our omni-channel sales performance: Comparable sales, average unit retail price (“AUR”), ~~store & e-commerce conversion rate, the number of transactions, the number of units sold and the number of~~ units per transaction ~~is evaluated by our management in assessing our operational performance.~~(“UPT”), average transaction value, transactions, customer traffic and conversion rates.

Inventory turnover -— Our management evaluates inventory turnover as a measure of how productively inventory is bought and sold. Inventory turnover is important as it can signal slow moving inventory. This can be critical in determining the need to take markdowns on merchandise.

Cash flow and liquidity -— Our management evaluates free cash flow ~~from operations, investing and financing~~ in determining the sufficiency of our cash position. ~~Cash~~Free cash flow ~~from operations~~ has historically been sufficient to cover our uses of cash. Our management believes that free cash flow ~~from operations~~ will be sufficient to fund anticipated capital expenditures, dividends and working capital requirements. ~~Additionally, for increased financial flexibility, we have Credit Facilities which allow us to borrow up to $400 million.~~

Our management’s goals are to drive improvements to our gross profit performance, bring greater consistency to our results and to deliver profitable growth over the long term. To meet these goals, our priorities are focused on delivering innovative and quality product, strengthening our brand experience, growing the Aerie brand, leveraging our omni-channel capabilities and expanding our global presence through our third party licensed stores.

~~We continued~~Our second quarter results, although below last year, demonstrated our ~~trend of earnings growth~~ability to manage the business well in ~~the third~~a tough quarter ~~marking~~as well as make progress on our ninth consecutive quarter of profit improvement. We achieved record sales and earnings growth over last year. Third quarter revenue grew 2% with earnings of $0.41 per diluted share, a 17% increase from earnings from continuing operations of $0.35 per diluted share last year. Strong financial disciplines, combined with a positive customerinitiatives. In response to a slower than expected start to the period and challenging mall traffic, our ~~brands~~promotions increased, pressuring gross profit and ~~merchandise were key drivers. Comparable~~operating income margins. Consolidated comparable sales were positive, ~~for both the AE~~in addition to healthy sales metrics with positive traffic. We saw strong traffic and ~~Aerie brands. Gross margin expansion and leverage of operating expenses led to an increase~~sales increases in our ~~operating margin.~~e-commerce business, which represents 23% of our total revenue base. We ended the quarter in solid financial condition, with ~~$291.7~~$192.6 million in cash and no outstanding debt.

Total net revenue increased 2%3% to ~~$940.6~~$844.6 million and consolidated comparable sales, including AEO Direct, increased 2%, following a 9%3% increase last year. By brand, American Eagle Outfitters comparable sales were ~~up slightly~~flat while Aerie increased ~~21%~~26%.

Gross profit ~~rose 3%~~decreased 5% to ~~$377.8~~$292.6 million compared to ~~$367.5~~$307.1 million last year and ~~increased 20~~decreased 260 basis points ~~as a percent~~ to ~~total net revenue. The change was the result of lower costs and higher realized selling prices.~~

~~Operating income for the third quarter was $118.3 million compared to $109.1 million last year. Operating income improved 70 basis points~~34.7% as a rate to total net ~~revenue, driven by~~revenue. Gross profit this year includes $1.7 million or 20 basis points of ~~gross profit improvement~~inventory charges related to the restructuring of our United Kingdom and 60Asia markets. The decline in margin rate is the result of increased promotions to drive sales and conversion.

Selling, general and administrative expense increased 2% to $203.7 million compared to $199.5 million last year and leveraged 20 basis points ofto 24.1% as a rate to total net revenue. SG&A ~~expenses leverage.~~ expense increased as a result of advertising investments, partially offset by lower incentive compensation.

Net income for the quarter was ~~$75.8~~$21.2 million, or ~~$0.41~~$0.12 per diluted share, compared to ~~income from continuing operations of $69.3~~$41.6 million, or ~~$0.35~~$0.23 per diluted share, for last year. On an adjusted basis, net income per diluted share this year was $0.19, which excludes $0.04 of restructuring related charges, and $0.03 of costs related to the planned exit of a joint business venture within other (expense) income, incurred in the quarter.

During the first half of Fiscal 2017, we returned $131.9 million to shareholders through share repurchases of $87.7 million, and cash dividends of $44.2 million. We had ~~$291.7~~$192.6 million in cash and cash equivalents as of ~~October~~July 29, ~~2016.~~2017 compared to $247.9 million last year. Merchandise inventory at the end of the ~~third~~second quarter was ~~$492.6~~$433.5 million, ~~an increase of~~compared to $422.2 million last year, a 3% ~~to last year.~~increase.

Our business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, a large portion of total net revenue and operating income occurs in the third and fourth fiscal quarters, reflecting increased demand during the back-to-school and year-end holiday selling seasons, respectively. The results for the current and prior periods are not necessarily indicative of future financial results.

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.

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						13 Weeks Ended							26 Weeks Ended
	October 29,			October 31,			October 29,			October 31,			July 29,				July 30,			July 29,				July 30,
	2016			2015			2016			2015			2017				2016			2017				2016
Total net revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0		%		100.0	%		100.0		%		100.0	%
Cost of sales, including certain buying, occupancy and warehousing expenses		59.8			60.0			61.1			62.1		65.3				62.7			64.5				61.8
Gross profit		40.2			40.0			38.9			37.9		34.7				37.3			35.5				38.2
Selling, general and administrative expenses		23.4			24.0			24.5			24.9		24.1				24.3			24.8				25.2
Restructuring charges													1.2					—		1.0					—
Depreciation and amortization expense		4.2			4.1			4.6			4.5		4.8				4.7			5.0				4.9
Operating income		12.6			11.9			9.8			8.5		4.6				8.3			4.7				8.1
Other income		—			—			0.1			0.1
Other (expense) income, net														(0.8	)		(0.3)				(0.4	)		0.1
Income before income taxes		12.6			11.9			9.9			8.6		3.8				8.0			4.3				8.2
Provision for income taxes		4.6			4.4			3.6			3.2		1.3				2.9			1.4				3.0
Income from continuing operations		8.0			7.5			6.3			5.4
Gain from discontinued operations, net of tax		—			0.5			—			0.2
Net income		8.0	%		8.0	%		6.3	%		5.6	%
Net Income														2.5		%	5.1		%	2.9			%	5.2		%

	13 Weeks Ended						39 Weeks Ended						13 Weeks Ended						26 Weeks Ended
	October 29,			October 31,			October 29,			October 31,			July 29,			July 30,			July 29,			July 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Number of stores:
Beginning of period		1,044			1,057			1,047			1,056			1,053			1,046			1,050			1,047
Opened		11			12			19			22			15			5			21			8
Closed		(3	)		(1	)		(14	)		(10	)		(11	)		(7	)		(14	)		(11	)
End of period		1,052			1,068			1,052			1,068			1,057			1,044			1,057			1,044
Total gross square feet at end of period		6,638,008			6,721,312			6,638,008			6,721,312			6,642,276			6,598,956			6,642,276			6,598,956
International licensed/franchise stores at end of period (1)		163			126			163			126			195			158			195			158

Our operations are conducted in one reportable segment, ~~which includes 952~~consisting of 942 American Eagle Outfitters retail stores 97which include 102 Aerie side-by-side locations, 109 Aerie stand-alone ~~retail stores, 3 Tailgate Clothing Co. retail stores,~~locations and AEO Direct. Additionally there were 4 Tailgate and 2 Todd Snyder stand-alone locations.

Comparison of the 13 weeks ended ~~October~~July 29, ~~2016~~2017 to the 13 weeks ended ~~October 31, 2015~~July 30, 2016

Total net revenue increased 2%3% or $22.0 million to ~~$940.6~~$844.6 million compared to ~~$919.1~~$822.6 million last year. The increase resulted ~~primarily~~ from a consolidated comparable sales increase of 2% for the ~~period.~~ period following a 3% increase last year.

By brand, including the respective AEO Direct sales, American Eagle Outfitters brand comparable sales ~~were up slightly,~~remained relatively flat, or ~~$3.4~~($3.3) million, and Aerie brand comparable sales increased ~~21%~~26%, or ~~$12.4~~$18.3 million. Total comparable sales for AE women’s remained flat and men’s decreased 2%.

For the second quarter, consolidated comp traffic increased in ~~our digital business as we continue to see greater on-line shopping. On a consolidated basis, although~~the high-single digits while transactions ~~declined, we saw improvement~~and AUR increased in ~~average~~the mid-single digits. Units per transaction ~~size, AUR and units per transaction.~~decreased in the mid-single digits.

Gross profit ~~increased 3%~~decreased 5% or $14.5 million to ~~$377.8~~$292.6 million compared to ~~$367.5~~$307.1 million last ~~year. As a rate to total net revenue, gross profit leveraged 20~~year and decreased 260 basis points to ~~40.2%~~34.7%. Gross profit this year includes $1.7 million, or 20 basis points, of ~~leverage was primarily~~inventory charges for the restructuring of our United Kingdom and Asia operations. 230 basis points of the decline in margin rate is the result of ~~lower costs~~increased promotions to drive sales and ~~higher realized selling prices. Buying, occupancy~~conversion. Additionally, buying, occupany, and warehousing costs ~~were flat~~deleveraged 30 basis points as a ~~rate~~result of higher delivery costs related to ~~sales.~~increased AEO Direct penetration.

There was ~~$3.1~~$2.7 million and ~~$6.8~~$4.7 million of share-based payment expense included in gross profit for the periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, 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 (“SG&A&A”) expenses ~~decreased slightly~~increased 2% or $4.2 million to ~~$219.9~~$203.7 million from ~~$220.8~~$199.5 million last year. As a rate to total net revenue, SG&A expenses leveraged 6020 basis points to ~~23.4%. Planned~~24.1%, compared to 24.3% last year. SG&A expense increased as a result of advertising investments, ~~in advertising were~~partially offset by ~~disciplined expense management.~~lower incentive compensation.

There was ~~$3.2~~$2.3 million and ~~$3.7~~$3.3 million of share-based payment expense included in SG&A expenses for the periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, respectively, comprised of both time and performance-based awards.

Restructuring charges were $9.7 million, or 1.2% as a rate to total net revenue, for the 13 weeks ended July 29, 2017. These charges are the result of home office restructuring and the previously announced initiative to explore the closure or conversion of Company owned and operated stores in Hong Kong, China, and the United Kingdom to licensed partnerships. The closure of the United Kingdom was completed in the 13 weeks ended July 29, 2017. The Company expects to incur additional charges for corporate and international restructuring charges in Fiscal 2017.

Recorded separately from Restructuring Charges on the Consolidated Statements of Operations is $1.7 million, or 0.2% as a rate to total revenue, of inventory charges, related to restructuring activities in our UK and Asia markets, recorded as a reduction in Gross Profit. Additionally, $9.3 million, or 1.1% as a rate to total revenue, for costs related to the planned exit of a joint business venture is recorded within Other (Expense) Income, Net.

Depreciation and amortization expense increased 4% or $1.4 million to ~~$39.6~~$40.3 million, compared to ~~$37.6~~$38.9 million last year. As a rate to total net revenue, depreciation and amortization expense was ~~4.2%~~4.8% this year as compared to ~~4.1%~~4.7% last year. The increase was driven by omni-channel, stores, and IT technology investments.

Other expense ~~of $0.6~~increased to $(6.7) million this year, ~~and $0.5~~compared to $(3.1) million last year. Included in other expense this year ~~was comprised primarily~~is $9.3 million of costs related to the planned exit of a joint business venture, partially offset by foreign currency ~~losses on cash held in Canadian dollars.~~fluctuations.

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 ~~October~~July 29, ~~2016~~2017 was ~~36.3%~~34.0% compared to ~~36.8%~~36.5% for the 13 weeks ended ~~October 31, 2015.~~July 30, 2016. The decrease in the effective income tax rate ~~this year is primarily due to a decrease to the valuation allowance on foreign deferred tax assets.~~

July 29, ~~2016~~2017 was ~~$75.8 million, or $0.41 per diluted share. Income from continuing operations for the 13 weeks ended October 31, 2015 was $69.3 million, or $0.35 per diluted share.~~

~~In Fiscal 2012, we exited the 77kids business and sold the stores and related e-commerce operations to a third party purchaser. In Fiscal 2014, we became~~ primarily liable for 21 store leases as the third party purchaser did not fulfill its obligations and incurred $13.7 million in pre-tax expense to terminate store leases. During the 13 weeks ended October 31, 2015, we recorded a $7.8 million pre-tax gain ($4.8 million net of tax) as a result of favorably settling lease termination obligations.

~~Refer to Note 12~~due to the ~~Consolidated Financial Statements for additional information regarding~~overall mix of earnings in jurisdictions with different tax rates, including the ~~discontinued operations~~impact of ~~77kids.~~restructuring related charges.

Net income ~~increased~~decreased 49%, or $20.4 million, to ~~$75.8~~$21.2 million, or ~~8.0%~~2.5% as a percent to total net revenue, from ~~$74.1~~$41.6 million, or ~~8.0%~~5.1% as a percent to total net revenue last year. Net income per diluted share ~~increased~~decreased to ~~$0.41~~$0.12 per diluted share from ~~$0.38~~$0.23 per diluted share in the prior ~~year.~~year and includes $0.07 per diluted shares of restructuring related charges. The change in net income is attributable to the factors noted above.

Comparison of the 3926 weeks ended ~~October~~July 29, ~~2016~~2017 to the 3926 weeks ended ~~October 31, 2015~~July 30, 2016

Total net revenue increased 4%2% or $34.4 million to ~~$2.513~~$1.606 billion compared to ~~$2.416~~$1.572 billion last year. The increase resulted ~~primarily~~ from a consolidated comparable sales increase of 4%2% for the ~~period.~~ period, following a 5% increase last year.

By brand, including the respective AEO Direct sales, American Eagle Outfitters brand comparable sales ~~increased 2%~~decreased 1%, or ~~$38.2~~($10.0) million, and Aerie brand comparable sales increased ~~25%~~26%, or ~~$40.9~~$34.3 million. Total comparable sales for AE women’s increased 1% and men’s decreased 4%.

~~The sales increase was driven by strength~~For the year to date period, consolidated comp traffic increased in ~~our digital business as we continue to see greater on-line shopping. On a consolidated basis, although~~the high-single digits and transactions ~~declined, we saw improvement~~increased in ~~average transaction size,~~the mid-single digits. AUR ~~and~~increased slightly, while units per ~~transaction.~~transaction decreased in the low-single digits.

Gross profit ~~increased 7%~~decreased 5% or $30.0 million to ~~$978.4~~$570.5 million compared to ~~$914.8~~$600.5 million last ~~year. As a rate to total net revenue,~~year, and the gross profit ~~leveraged 100~~rate decreased 270 basis points to ~~38.9%. 90 basis points of improvement was primarily the result of favorable product costs. Additionally, the remaining~~35.5% compared to 38.2% last year. Gross profit this year includes $1.7 million or 10 basis points of ~~improvement was~~inventory charges related to restructuring activities in our United Kingdom and Asia markets. 220 basis points of decline in the gross profit rate is the result of increased promotions to drive sales and conversion. Additionally, buying, ~~occupancy,~~occupany, and warehousing costs ~~leverage~~deleveraged 50 basis points primarily as a result of ~~occupany~~higher delivery costs ~~on the 4% comparable sales increase.~~related to increased AEO Direct penetration.

There was ~~$12.1~~$5.3 million and ~~$19.8~~$8.9 million of share-based payment expense included in gross profit for the periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, respectively, comprised of both time and performance-based awards.

Selling, general and administrative (“SG&A&A”) expenses increased 2%1% or $3.2 million to ~~$615.5~~$398.7 million from ~~$601.7~~$395.5 million last year. SG&A expense increased as a result of advertising investments, partially offset by lower incentive compensation. As a rate to total net revenue, SG&A expenses ~~improved 50~~decreased 40 basis points to ~~24.4%. SG&A expense increased due~~24.8%, compared to ~~investments in brand advertising and variable selling expenses, partially offset by well controlled expenses.~~25.2% last year.

There was ~~$10.9~~$4.5 million and ~~$12.7~~$7.8 million of share-based payment expense included in SG&A expenses for the periods ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, respectively, comprised of both time and performance-based awards.

Restructuring charges were $15.2 million, or 1.0% as a rate to total net revenue, for the 26 weeks ended July 29, 2017. These charges are the result of home office restructuring and the previously announced initiative to explore the closure or conversion of Company owned and operated stores in Hong Kong, China, and the United Kingdom to licensed

partnerships. The closure of the United Kingdom was completed in the 13 weeks ended July 29, 2017. We expect to incur additional charges for corporate and international restructuring charges in Fiscal 2017.

Recorded separately from Restructuring Charges on the Consolidated Statements of Operations is $1.7 million, or 0.1% as a rate to total revenue, of inventory charges related to restructuring activities recorded as a reduction in Gross Profit in our United Kingdom and Asia markets. Additionally, $9.3 million, or 0.9% as a rate to total revenue, for costs related to the planned exit of a joint business venture are recorded within Other (Expense) Income, Net.

Depreciation and amortization expense increased 4% or $3.0 million to ~~$117.3~~$80.7 million, compared to ~~$108.9~~$77.7 million last year. As a rate to total net revenue, depreciation and amortization expense was ~~4.7%~~5.0% this year as compared to ~~4.5%~~4.9% last year. The increase was driven by omni-channel, stores, and IT technology investments.

Other ~~income of $2.4~~expense was $(6.3) million this year, ~~and $4.3~~compared to $1.8 million of other income last year. Included in other expense this year ~~was comprised primarily~~is $9.3 million of ~~net~~costs related to the planned exit of a joint business venture, partially offset by foreign currency ~~gains on cash held in Canadian dollars.~~fluctuations.

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 3926 weeks ended ~~October~~July 29, ~~2016~~2017 was ~~36.4%~~33.2% compared to ~~36.9%~~36.4% for the 3926 weeks ended ~~October 31, 2015.~~July 30, 2016. The decrease in the effective income tax rate this year is primarily due to ~~decrease to~~ the ~~valuation allowance on foreign deferred~~overall mix of earnings in jurisdictions with different tax ~~assets.~~

Income from continuing operations for the 39 weeks ended October 29, 2016 was $157.8 million, or $0.86 per diluted share. Income from continuing operations for the 39 weeks ended October 31, 2015 was $131.6 million, or $0.67 per diluted share.

~~In Fiscal 2012, we exited the 77kids business~~rates and sold the stores and related e-commerce operations to a third party purchaser. In Fiscal 2014, we became primarily liable for 21 store leases as the third party purchaser did not fulfill its obligations and incurred $13.7 millionchanges in pre-tax expense to terminate store leases. In the 39 weeks ended October 31, 2015, we recorded a $7.8 million pre-tax gain ($4.8 million net of tax) as a result of favorably settling lease termination obligations.

~~Refer to Note 12 to the Consolidated Financial Statements for additional information regarding the discontinued operations of 77kids.~~

Net income ~~increased~~decreased 43% or $35.6 million to ~~$157.8~~$46.5 million, or ~~6.3%~~2.9% as a percent to total net revenue, from ~~$136.4~~$82.1 million, or ~~5.6%~~5.2% as a percent to total net revenue last year. Net income per diluted share ~~increased~~decreased to ~~$0.86~~$0.26 per diluted share from ~~$0.69~~$0.45 per diluted share in the prior year ~~driven by a lower~~and includes $0.09 per diluted share ~~count as the result~~ of ~~the 15.6 million shares repurchased~~restructuring related charges. The change in ~~Fiscal 2015 and higher~~ net income ~~this year.~~is attributable to the factors noted above.

We have agreements with multiple third party operators to expand our brands internationally. Through these agreements, a series of franchised, licensed or other brand-dedicated American Eagle Outfitters stores have opened and will continue to open in areas including Eastern Europe, the Middle East, Central and South America, Northern Africa and parts of Asia. These agreements do not involve a significant capital investment or operational involvement from ~~the Company.~~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 ~~October~~July 29, ~~2016,~~2017, we had ~~163~~195 stores operated by our third party operators in 2324 countries. International third party operated stores are not included in the consolidated store data or the total gross square feet calculation.

As of ~~October~~July 29, ~~2016,~~2017, we had 101 company-operated stores in Canada, 2631 in Mexico, 6 in Hong Kong, 108 in China 6and 8 in Puerto ~~Rico, and 3~~Rico. During the 13 weeks ended July 29, 2017, we completed the closure of all stores in the United Kingdom. We continue to evaluate further opportunities to expand internationally, which may include additional company-operated stores as well as stores operated by third party operators under license, franchise and/or joint venture agreements.

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.

As of ~~October~~July 29, ~~2016,~~2017, we held certain assets that are required to be measured at fair value on a recurring basis. These include cash and cash equivalents.

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 ~~October~~July 29, ~~2016:~~2017:

	Fair Value Measurements at October 29, 2016								Fair Value Measurements at July 29, 2017
(In thousands)	Carrying Amount		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Carrying Amount		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents:
Cash	$	209,581	$	209,581		—		—	$	162,763	$	162,763		—		—
Interest Bearing Deposits		82,086		82,086		—		—
Interest bearing deposits										29,795		29,795		—		—
Total cash and cash equivalents	$	291,667	$	291,667		—		—	$	192,558	$	192,558		—		—

Our uses of cash are generally for working capital, the construction of new stores and remodeling of existing stores, information technology upgrades, 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 hold a five-year asset-based revolving credit facility that allows us to borrow up to $400 million, which will expire in December of 2019. 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 expect to be able to fund our future cash requirements through current cash holdings as well as cash generated from operations. ~~In the future, we expect that our uses of cash will also include further expansion of our brands internationally.~~

Our growth strategy includes fortifying our brands and further ~~international~~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.

	October 29,		January 30,		October 31,		July 29,		January 28,		July 30,
	2016		2016		2015		2017		2017		2016
Working Capital (in thousands)	$	373,970	$	259,693	$	406,568	$	345,203	$	407,446	$	327,688
Current Ratio		1.66		1.56		1.70		1.73		1.83		1.66

Working capital ~~increased $114.2~~decreased $62.2 million compared to January ~~30, 2016~~28, 2017 and ~~decreased $32.6~~increased $17.5 million compared to last year. ~~Our operating~~The $62.2 million decrease in our working capital and corresponding decrease in the current ratio as of July 29, 2017, is driven by the following: $186.0 million decrease in cash ~~flows have been sufficient to fund our use~~driven by cash flow from operations of ~~cash for financing and investing activities including~~$54.5 million, offset by share repurchases of $87.7 million, capital expenditures of $86.5 million and dividends of $44.3 million. Additionally, we had a net increase in non-cash working capital balances of $123.8 million, primarily the ~~distribution~~result of ~~cash~~higher inventory levels as compared to ~~shareholders through the payment of dividends and share repurchases. Additionally, for increased financial flexibility, we have Credit Facilities which allow us to borrow up to $400 million.~~Fiscal 2016 year end.

Net cash provided by operating activities from continuing operations totaled ~~$202.9~~$53.2 million and ~~$162.9~~$101.4 million for the 3926 weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015,~~July 30, 2016, 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. ~~The year-over-year increase in cash flows from operations was primarily driven by increased earnings levels resulting from positive sales results and margin growth.~~

Investing activities from continuing operations for the 3926 weeks ended ~~October~~July 29, ~~2016 and October 31, 2015~~2017 primarily consisted of ~~$107.6~~$(86.5) million ~~and $108.7 million, respectively,~~ of capital expenditures for property and equipment. Investing activities for the 26 weeks ended July 30, 2016 primarily included $(60.5) million of capital expenditures for property and equipment.

Cash used for financing activities from continuing operations for the 3926 weeks ended ~~October~~July 29, 2017 consisted primarily of $87.7 million of purchases of common stock under publically announced programs, $44.3 million for cash dividends paid at a quarterly rate of $0.125 per share, $12.0 million for the repurchase of common stock from employees for the payment of taxes in connection with the vesting of share-based payments and $7.2 million for the payments on capital leases.

Cash used for financing activities for the 26 weeks ended July 30, 2016 consisted primarily of ~~$67.9~~$45.2 million for cash dividends paid at a quarterly rate of $0.125 per share, $6.9 million for the repurchase of common stock from employees for the payment of taxes in connection with the vesting of share-based ~~payment~~payments and ~~$5.6~~$3.9 million for the payments on capital leases, partially offset by ~~$16.1~~$1.9 million of net proceeds from stock option exercises. There were no purchases of common stock from publically announced programs ~~this~~last year.

Cash used for financing activities for the 39 weeks ended October 31, 2015 consisted primarily of $73.1 million for cash dividends paid at a quarterly rate of $0.125 per share, $5.2 million for the repurchase of common stock from employees for the payment of taxes in connection with the vesting of share-based payment and $5.3 million for the payments on capital leases, partially offset by $6.3 million of net proceeds from stock option exercises. There were $15.5 million purchases of common stock from publically announced programs.

~~We currently participate in~~In Fiscal 2014, we entered into a Credit Agreement (“Credit Agreement”) ~~consisting of~~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~~$400.0 million, subject to customary borrowing base limitations. The Credit Facilities provide increased financial flexibility and take advantage of a favorable credit environment.

All obligations under the Credit Facilities are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by a first-priority security interest in certain working capital assets of the borrowers and guarantors, consisting primarily of cash, receivables, inventory and certain other assets and have been further secured by first-priority mortgages on certain real property.

As of ~~October~~July 29, ~~2016,~~2017, we were in compliance with the terms of the Credit Agreement and had ~~$8.0~~$8.1 million outstanding in stand-by letters of credit. No loans were outstanding under the Credit Agreement on ~~October~~July 29, ~~2016.~~2017.

Additionally, we have a borrowing agreement with one financial institution under which we may borrow an aggregate of $5.0 million for the purposes of trade letter of credit issuances. The availability of any future borrowings under the trade letter of credit facilities is subject to acceptance by the respective financial institutions.

As of ~~October~~July 29, ~~2016,~~2017, we had no outstanding trade letters of credit.

Capital expenditures for the 1326 weeks ended ~~October~~July 29, ~~2016~~2017 were ~~$107.6~~$87 million and included ~~$54.4~~$48 million related to investments in our ~~stores, including 11~~stores. Consistent with our strategy, in the 13 weeks ended July 29, 2017, we opened 9 new Aerie locations, of which 7 were in new markets. Also, we opened 6 new AE ~~stores~~stores; 2 were in Mexico and ~~21 remodels.~~the remaining 4 were opened in the U.S. to better position select markets. Additionally, we continued to support our infrastructure growth by investing in information technology initiatives ($~~15.6~~16 million), other home office projects ($~~9.4~~1 million), the improvement of our distribution centers ($~~5.2~~7 million) and investments in e-commerce ($~~23.0~~15 million).

For Fiscal ~~2016,~~2017, we expect capital expenditures to be ~~approximately~~in the range of $160 million ~~related~~ to ~~the continued~~$170 million in support of our expansion efforts, stores investments including selective remodels of high performing, long-term locations, information technology upgrades to support growth and investments in e-commerce.

During the 3926 weeks ended ~~October~~July 29, ~~2016, there were no share repurchases~~2017, as a part of our publicly announced share repurchase ~~programs. As of October 29, 2016,~~program, we ~~had 2.8~~repurchased 6.0 million shares ~~remaining authorized~~ for ~~repurchase under the program authorized by our Board in January 2013.~~ $87.7 million, at a weighted average price of $14.59 per share.

During ~~the 39 weeks ended October 31,~~Fiscal 2016, our Board authorized the repurchase of 25.0 million shares under a new share repurchase program which expires on January 30, ~~2021, bringing our total repurchase authorization to 27.8 million.~~2021. As of July 29, 2017, 19.0 million shares remain outstanding under the current authorization.

During the 3926 weeks ended ~~October~~July 29, ~~2016,~~2017 and ~~October 31, 2015,~~July 30, 2016, we repurchased approximately ~~1,600~~0.8 million and ~~0.3~~0.4 million shares, respectively, from certain employees at market prices totaling ~~$30,000~~$12.0 million and ~~$5.2~~$6.9 million, respectively. These shares were repurchased for the payment of taxes, not in excess of the minimum statutory withholding requirements, 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.

During the 13 weeks ended ~~October~~July 29, ~~2016,~~2017, our Board declared a quarterly cash dividend of $0.125 per share, which was paid on ~~October~~July 21, ~~2016.~~2017. 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.

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 January ~~30, 2016~~28, 2017 contained in our Fiscal ~~2015~~2016 Annual Report on Form 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report on Form 10-Q. The application of our critical accounting policies may require our management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Our management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

There were no material changes in our exposure to market risk from January ~~30, 2016.~~28, 2017. Our market risk profile as of January ~~30, 2016~~28, 2017 is disclosed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Fiscal ~~2015~~2016 Annual Report on Form 10-K.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In connection with the preparation of this Quarterly Report on Form 10-Q, as of ~~October~~July 29, ~~2016,~~2017, an evaluation was performed under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our Principal Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.

There were no changes in our internal control over financial reporting that occurred during the 13 weeks ended ~~October~~July 29, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors that affect our business and financial results are discussed within Item 1A of our Fiscal ~~2015~~2016 Annual Report on Form 10-K. There have been no material changes to the disclosures relating to this item from those set forth in our Fiscal ~~2015~~2016 Annual Report on Form 10-K.

The following table provides information regarding our repurchases of our common stock during the 13 weeks ended ~~October~~July 29, ~~2016.~~2017.

Total

Total Number of

Maximum Number of

Number of

Average

Shares Purchased as

Shares that May

Shares

Price Paid

Part of Publicly

Yet Be Purchased

Period

Purchased

Per Share

Announced Programs

Under the Program

(1)

(2)

(1)

(1) (3)

Month #1 (July 31, 2016 through August 27, 2016)

—

$
—

—

27,837,016

Month #2 (August 28, 2016 through October 1, 2016)

1,410

$
18.10

—

27,837,016

Month #3 (October 2, 2016 through October 29, 2016)

212

$
16.89

—

27,837,016

Total

1,622

$
17.94

—

27,837,016

	Total				Total Number of		Maximum Number of
	Number of		Average		Shares Purchased as		Shares that May
	Shares		Price Paid		Part of Publicly		Yet Be Purchased
Period	Purchased		Per Share		Announced Programs		Under the Program
	(1)		(2)		(1)		(1) (3)
Month #1 (April 30, 2017 through May 27, 2017)		48,127	$	11.74		—		19,000,000
Month #2 (May 28, 2017 through July 1, 2017)		5,163	$	11.47		—		19,000,000
Month #3 (July 2, 2017 through July 29, 2017)		428	$	11.61		—		19,000,000
Total		53,718	$	11.71		—		19,000,000

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		No. 13-2721761
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

77 Hot Metal Street, Pittsburgh, PA		15203-2329
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

		Page Number

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Balance Sheets: ~~October~~July 29, ~~2016,~~2017, January 28, 2017 and July 30, 2016 ~~and October 31, 2015~~	3
	Consolidated Statements of Operations and Retained Earnings: 13 weeks and 3926 weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015~~July 30, 2016	4
	Consolidated Statements of Comprehensive Income: 13 weeks and 3926 weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015~~July 30, 2016	5
	Consolidated Statements of Cash Flows: ~~13 and 39~~26 weeks ended ~~October~~July 29, ~~2016~~2017 and ~~October 31, 2015~~July 30, 2016	6
	Notes to Consolidated Financial Statements	7
	Report of Independent Registered Public Accounting Firm	1819
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2829
Item 4.	Controls and Procedures	2830

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	N/A
Item 1A.	Risk Factors	2931
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2931
Item 3.	Defaults Upon Senior Securities	N/A
Item 4.	Mine Safety Disclosures	N/A
Item 5.	Other Information	N/A
Item 6.	Exhibits	3032

	3926 Weeks Ended
	~~October~~July 29,
Black-Scholes Option Valuation Assumptions	~~2016~~2017
Risk-free interest rate (1)		~~1.3~~2.1	%
Dividend yield		~~3.0~~3.1	%
Volatility factor (2)		~~35.4~~38.5	%
Weighted-average expected term (3)	~~4.4~~4.5 years
~~Expected forfeiture rate (4)~~		~~8.0~~	%

	13 Weeks Ended		26 Weeks Ended
	July 29,		July 29,
(In thousands)	2017		2017
Lease termination and store closure costs	$	7,860	$	8,032
Severance and related employee costs		1,886		7,161
Total cash restructuring charges (1)		9,746		15,193

Joint business venture charges (2)		9,311		9,311
Inventory charges (3)		1,669		1,669
Total restructuring related charges	$	20,726	$	26,173

~~(In thousands)~~
~~Accrued liability as of January 31, 2015~~	~~14,636~~
~~Add: Costs incurred~~	—
~~Less: Cash payments~~	~~(6,805~~	)
~~Less: Adjustments (1)~~	~~(7,831~~	)
~~Accrued liability as of October 31, 2015~~	—

(In thousands)
Accrued liability as of January 28, 2017	$	1,175
Add: Costs incurred, excluding non-cash charges		20,321
Less: Cash payments and adjustments		(13,529	)

Accrued liability as of July 29, 2017	$	7,967

* Exhibit 15		Acknowledgement of Independent Registered Public Accounting Firm

* Exhibit 31.1		Certification by Jay L. Schottenstein pursuant to Rule 13a-14(a) or Rule 15d-14(a)

* Exhibit 31.2		Certification by Robert L. Madore pursuant to Rule 13a-14(a) or Rule 15d-14(a)

**Exhibit 32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

**Exhibit 32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Exhibit 101		Interactive Data File

		American Eagle Outfitters, Inc. (Registrant)

By:		/s/ Jay L. Schottenstein
		Jay L. Schottenstein
		Chief Executive Officer
		(Principal Executive Officer)

By:		/s/ ~~Scott M. Hurd~~Robert L. Madore
		~~Scott M. Hurd~~Robert L. Madore
		~~Senior~~Executive Vice President, Chief ~~Accounting~~Financial Officer ~~(Chief Accounting Officer)~~
		(Principal Financial Officer)