##### Table of Contents



UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 1, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-31314
 Aéropostale, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    31-1443880(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 112 W. 34th Street, New York, NY
    
    10120(Address of Principal Executive Offices)
    
    (Zip Code)
 (646) 485-5410  (Registrants Telephone Number, Including Area Code)
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



AÉROPOSTALE, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATIONItem 1 Financial Statements (unaudited)
    
    
    3Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Income
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4 Controls and Procedures
    
    
    18PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    19Item 1A Risk Factors
    
    
    19Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3 Defaults Upon Senior Securities
    
    
    24Item 4 Reserved
    
    
    24Item 5 Other Information
    
    
    24Item 6 Exhibits
    
    
    24SIGNATURES
    
    
    26EX-10.7EX-10.8EX-10.9EX-10.10EX-31.1AEX-31.1BEX-31.2EX-32.1AEX-32.1BEX-32.2
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements (unaudited)
 AÉROPOSTALE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
 May 1, 2010
    
    
    January 30,  2010
    
    
    May 2, 2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    312,716
    
    
    $
    346,976
    
    
    $
    247,747Merchandise inventory
    
    
    122,686
    
    
    
    132,915
    
    
    
    128,929Deferred income taxes
    
    
    21,680
    
    
    
    21,683
    
    
    
    10,919Prepaid expenses and other current assets
    
    
    28,670
    
    
    
    28,443
    
    
    
    26,114Total current assets
    
    
    485,752
    
    
    
    530,017
    
    
    
    413,709Fixtures, equipment and improvements, net
    
    
    264,895
    
    
    
    251,558
    
    
    
    249,676Deferred income taxes
    
    
    2,879
    
    
    
    6,383
    
    
    
    10,773Other assets
    
    
    4,458
    
    
    
    4,351
    
    
    
    2,525TOTAL ASSETS
    
    $
    757,984
    
    
    $
    792,309
    
    
    $
    676,683LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    72,008
    
    
    $
    90,850
    
    
    $
    70,308Accrued gift cards
    
    
    17,842
    
    
    
    24,559
    
    
    
    14,199Income taxes payable
    
    
    10,352
    
    
    
    26,867
    
    
    
    8,638Accrued expenses and other current liabilities
    
    
    92,839
    
    
    
    99,564
    
    
    
    60,302Total current liabilities
    
    
    193,041
    
    
    
    241,840
    
    
    
    153,447Deferred rent, tenant allowances and other
    
    
    97,621
    
    
    
    102,019
    
    
    
    99,898Non-current retirement benefit plan liabilities
    
    
    10,447
    
    
    
    10,060
    
    
    
    23,469Uncertain tax contingency liabilities
    
    
    4,009
    
    
    
    3,901
    
    
    
    2,720Commitments and contingent liabilities (See notes 8, 9 and 12)Stockholders Equity:Preferred stock, $0.01 par value; 5,000 shares authorized,
no shares issued or outstanding
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.01 par value; 200,000 shares authorized;
138,099; 137,090 and 136,614 shares issued
    
    
    1,381
    
    
    
    1,371
    
    
    
    1,366Additional paid-in capital
    
    
    185,498
    
    
    
    171,815
    
    
    
    157,232Accumulated other comprehensive loss
    
    
    (5,254
    )
    
    
    (6,993
    )
    
    
    (8,518
    )Retained earnings
    
    
    968,174
    
    
    
    922,790
    
    
    
    725,008Treasury stock, 44,575; 43,095 and 35,409 shares, at cost
    
    
    (696,933
    )
    
    
    (654,494
    )
    
    
    (477,939
    )Total stockholders equity
    
    
    452,866
    
    
    
    434,489
    
    
    
    397,149TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    757,984
    
    
    $
    792,309
    
    
    $
    676,683
  3




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AÉROPOSTALE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
 13 weeks endedMay 1, 2010
    
    
    May 2, 2009Net sales
    
    $
    463,641
    
    
    $
    408,024Cost of sales (includes certain buying, occupancy and warehousing expenses)
    
    
    280,822
    
    
    
    260,134Gross profit
    
    
    182,819
    
    
    
    147,890Selling, general and administrative expenses
    
    
    107,668
    
    
    
    94,446Income from operations
    
    
    75,151
    
    
    
    53,444Interest expense, net
    
    
    27
    
    
    
    45Income before income taxes
    
    
    75,124
    
    
    
    53,399Income taxes
    
    
    29,740
    
    
    
    21,724Net income
    
    $
    45,384
    
    
    $
    31,675Basic earnings per share
    
    $
    0.48
    
    
    $
    0.31Diluted earnings per share
    
    $
    0.48
    
    
    $
    0.31Weighted average basic shares
    
    
    93,912
    
    
    
    100,649Weighted average diluted shares
    
    
    94,944
    
    
    
    101,685
  4




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AÉROPOSTALE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 13 weeks endedMay 1, 2010
    
    
    May 2, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    45,384
    
    
    $
    31,675Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    13,366
    
    
    
    11,752Stock-based compensation
    
    
    4,016
    
    
    
    3,162Excess tax benefits from stock-based compensation
    
    
    (3,744
    )
    
    
    (1,123
    )Other
    
    
    (1,974
    )
    
    
    (1,937
    )Changes in operating assets and liabilities:Merchandise inventory
    
    
    10,594
    
    
    
    (2,360
    )Accounts payable
    
    
    (18,992
    )
    
    
    (7,018
    )Other assets and liabilities
    
    
    (41,842
    )
    
    
    (14,501
    )Net cash provided by operating activities
    
    
    6,808
    
    
    
    19,650CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (14,737
    )
    
    
    (9,120
    )Net cash used in investing activities
    
    
    (14,737
    )
    
    
    (9,120
    )CASH FLOWS FROM FINANCING ACTIVITIES:Purchase of treasury stock
    
    
    (36,692
    )
    
    
    Proceeds from exercise of stock options
    
    
    5,929
    
    
    
    7,457Excess tax benefits from stock-based compensation
    
    
    3,744
    
    
    
    1,123Net cash (used in) provided by financing activities
    
    
    (27,019
    )
    
    
    8,580Effect of exchange rate changes
    
    
    688
    
    
    
    107Net (decrease) increase in cash and cash equivalents
    
    
    (34,260
    )
    
    
    19,217Cash and cash equivalents, beginning of year
    
    
    346,976
    
    
    
    228,530Cash and cash equivalents, end of period
    
    $
    312,716
    
    
    $
    247,747Supplemental Disclosure of Cash Flow Information:Accruals related to purchases of property and equipment
    
    $
    11,408
    
    
    $
    2,904
  5




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AÉROPOSTALE, INC. AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation
     2. Stock Split
  3. Executive Transition
   6




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4. Revenue Recognition
  5. Cost of Sales and Selling, General and Administrative Expenses
   6. Other Comprehensive Income
  13 weeks endedMay 1, 2010
    
    
    May 2, 2009(In Thousands)Net income
    
    $
    45,384
    
    
    $
    31,675Other comprehensive income:Changes in pension liability, net of tax
    
    
    135
    
    
    
    (89
    )Changes in foreign currency translation adjustment 1
    
    
    1,604
    
    
    
    569Total comprehensive income
    
    $
    47,123
    
    
    $
    32,155
  May 1, 2010
    
    
    January 30, 2010
    
    
    May 2, 2009(In thousands)Pension liability, net of tax
    
    $
    (6,907
    )
    
    $
    (7,042
    )
    
    $
    (6,419
    )Cumulative foreign currency translation adjustment 1
    
    
    1,653
    
    
    
    49
    
    
    
    (2,099
    )Total accumulated other comprehensive loss
    
    $
    (5,254
    )
    
    $
    (6,993
    )
    
    $
    (8,518
    )
 
 1
    
    Foreign currency translation adjustments are not adjusted for income taxes as they
relate to a permanent investment in our subsidiary in Canada. 7




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7. Earnings Per Share
  13 weeks endedMay 1, 2010
    
    
    May 2, 2009(In Thousands, Except Per Share Data)Net income
    
    $
    45,384
    
    
    $
    31,675Weighted average basic shares
    
    
    93,912
    
    
    
    100,649Impact of dilutive securities
    
    
    1,032
    
    
    
    1,036Weighted average diluted shares
    
    
    94,944
    
    
    
    101,685Earnings per basic share
    
    $
    0.48
    
    
    $
    0.31Earnings per diluted share
    
    $
    0.48
    
    
    $
    0.31
  8. Revolving Credit Facility
    
    
    incur additional debt or encumber assets of the Company;
    
    merge with or acquire other companies, liquidate or dissolve;
    
    sell, transfer, lease or dispose of assets; and
    
    make loans or guarantees.
  8




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9. Retirement Benefit Plans
  May 1, 2010
    
    
    January 30, 2010
    
    
    May 2, 2009(In Thousands)SERP
    
    $
    25,844
    
    
    $
    25,282
    
    
    $
    22,074Long-term incentive deferred compensation plan
    
    
    1,086
    
    
    
    935
    
    
    
    688Postretirement benefit plan
    
    
    974
    
    
    
    923
    
    
    
    707Total
    
    
    27,904
    
    
    
    27,140
    
    
    
    23,469Less amount classified in accrued expenses related to SERP
    
    
    17,457
    
    
    
    17,080
    
    
    
    Long-term retirement benefit plan liabilities
    
    $
    10,447
    
    
    $
    10,060
    
    
    $
    23,469
 401(k) Plan
  Supplemental Executive Retirement Plan
   13 weeks endedMay 1, 2010
    
    
    May 2, 2009(In Thousands)Service cost
    
    $
    213
    
    
    $
    172Interest cost
    
    
    349
    
    
    
    379Amortization of prior experience cost
    
    
    19
    
    
    
    19Amortization of net loss
    
    
    221
    
    
    
    157Net periodic pension benefit cost
    
    $
    802
    
    
    $
    727
  Long-term Incentive Plan
  9




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Postretirement Benefit Plan
  10. Stock Repurchase Program
   11. Stock-Based Compensation
  Stock Options
     10




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Weighted-Average
    
    
    AggregateNumber of
    
    

    Weighted Average

    
    
    Remaining
    
    
    IntrinsicShares
    
    
    Exercise Price

    
    
    Contractual Term
    
    
    Value(In thousands)
    
    
    
    

    
    
    (In years)
    
    
    (In millions)Outstanding as of January 31, 2010
    
    
    1,311
    
    
    $
    14.85Granted
    
    
    
    
    
    
    Exercised
    
    
    (448
    )
    
    
    13.24Cancelled
    
    
    (4
    )
    
    
    17.17Outstanding as of May 1, 2010
    
    
    859
    
    
    $
    15.68
    
    
    
    4.32
    
    
    $
    11.5Options vested and expected to vest1 at May 1, 2010
    
    
    813
    
    
    $
    15.56
    
    
    
    4.32
    
    
    $
    11.0Exercisable as of May 1, 2010
    
    
    609
    
    
    $
    14.76
    
    
    
    3.92
    
    
    $
    8.7
 
 1
    
    The number of options expected to vest takes into consideration estimated
expected forfeitures.   Weighted AverageGrant-DateShares
    
    
    Fair Value(In thousands)Non-vested as of January 31, 2010
    
    
    611
    
    
    $
    7.83Granted
    
    
    
    
    
    
    Vested
    
    
    (357
    )
    
    
    7.64Cancelled
    
    
    (4
    )
    
    
    8.29Non-vested as of May 1, 2010
    
    
    250
    
    
    $
    8.08
  Non-Vested Stock
   Weighted-AverageGrant-DateShares
    
    
    Fair Value(In thousands)Outstanding as of January 31, 2010
    
    
    980
    
    
    $
    18.76Granted
    
    
    287
    
    
    
    26.17Vested
    
    
    (410
    )
    
    
    17.48Cancelled
    
    
    (9
    )
    
    
    17.75Outstanding as of May 1, 2010
    
    
    848
    
    
    $
    21.90
 11




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Performance Shares
   Weighted-AverageGrant-DateShares
    
    
    Fair Value(In thousands)Outstanding as of January 31, 2010
    
    
    664
    
    
    $
    17.35Granted
    
    
    145
    
    
    
    28.60Vested
    
    
    (152
    )
    
    
    17.82Cancelled
    
    
    
    
    
    
    Outstanding as of May 1, 2010
    
    
    657
    
    
    $
    19.72
  12. Commitments and Contingent Liabilities
  13. Income Taxes
    12




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Note Regarding Forward-Looking Statements
  Introduction
     Results of Operations
 Overview
  13




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13 weeks endedMay 1, 2010
    
    
    May 2, 2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %Gross profit
    
    
    39.4
    %
    
    
    36.2
    %Selling, general and administrative expenses
    
    
    23.2
    %
    
    
    23.1
    %Income from operations
    
    
    16.2
    %
    
    
    13.1
    %Interest income
    
    
    0.0
    %
    
    
    0.0
    %Income before income taxes
    
    
    16.2
    %
    
    
    13.1
    %Income taxes
    
    
    6.4
    %
    
    
    5.3
    %Net income
    
    
    9.8
    %
    
    
    7.8
    %
 Key Performance Indicators
  13 weeks endedMay 1, 2010
    
    
    May 2, 2009Net sales (in millions)
    
    $
    463.6
    
    
    $
    408.0Total store count at end of period
    
    
    962
    
    
    
    920Comparable store count at end of period
    
    
    882
    
    
    
    812Net sales growth
    
    
    14
    %
    
    
    21
    %Comparable store sales change
    
    
    8
    %
    
    
    11
    %Comparable average unit retail change
    
    
    (2
    )%
    
    
    6
    %Comparable units per sales transaction change
    
    
    3
    %
    
    
    3
    %Comparable sales transaction growth
    
    
    6
    %
    
    
    1
    %Net store sales per average square foot
    
    $
    125
    
    
    $
    118Average net sales per store (in thousands)
    
    $
    452
    
    
    $
    425Gross profit (in millions)
    
    $
    182.8
    
    
    $
    147.9Income from operations (in millions)
    
    $
    75.2
    
    
    $
    53.4Diluted earnings per share
    
    $
    0.48
    
    
    $
    0.31Average store square footage growth over comparable period
    
    
    5
    %
    
    
    11
    %Change in total inventory at end of period
    
    
    (5
    )%
    
    
    (4
    )%Change in inventory per store square foot at end of period
    
    
    (11
    )%
    
    
    (13
    )%Percentages of net sales by category:Womens
    
    
    71
    %
    
    
    72
    %Mens
    
    
    29
    %
    
    
    28
    %
 14




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Comparison of the 13 weeks ended May 1, 2010 to the 13 weeks ended May 2, 2009
 Net Sales
  Gross Profit
   SG&A
    Income taxes
  Net income
  Liquidity and Capital Resources
  15




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13 weeks endedMay 1, 2010
    
    
    May 2, 2009(In thousands)Net cash provided by operating activities
    
    $
    6,808
    
    
    $
    19,650Net cash used in investing activities
    
    
    (14,737
    )
    
    
    (9,120
    )Net cash (used in) provided by financing activities
    
    
    (27,019
    )
    
    
    8,580Effect of exchange rate changes
    
    
    688
    
    
    
    107Net (decrease) increase in cash and cash equivalents
    
    $
    (34,260
    )
    
    $
    19,217
 Operating activities
   Investing activities
 Capital requirements
 Financing activities and capital resources
   16




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Contractual Obligations
  Payments DueBalance of
    
    
    In 2011
    
    
    In 2013
    
    
    AfterTotal
    
    
    2010
    
    
    and 2012
    
    
    and 2014
    
    
    2014(In thousands)Contractual ObligationsReal estate operating leases
    
    $
    757,961
    
    
    $
    108,662
    
    
    $
    208,332
    
    
    $
    179,382
    
    
    $
    261,585Equipment operating leases
    
    
    11,842
    
    
    
    2,892
    
    
    
    6,593
    
    
    
    2,357
    
    
    
    Employment agreements
    
    
    6,347
    
    
    
    2,970
    
    
    
    3,377
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    776,150
    
    
    $
    114,524
    
    
    $
    218,302
    
    
    $
    181,739
    
    
    $
    261,585
      Off-Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
   17




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Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures:
 Changes in internal controls:
 18




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PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
   
 Item 1A.
    
    Risk Factors
 Cautionary Note Regarding Forward-Looking Statements
  Our sales and operations may be adversely affected by unfavorable local, regional or national
economic conditions.
  If we were unable to identify and respond to consumers fashion preferences, domestically
and/or internationally, in a timely manner, our profitability would decline.
  Our ability to attract customers to our stores depends heavily on the success of the shopping malls
in which we are located.
  19




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Fluctuations in comparable store sales and quarterly results of operations may cause the price
of our common stock to decline substantially.
  
    
    actions of competitors or mall anchor tenants;
 
    
    changes in general economic conditions and consumer spending patterns;
 
    
    fashion trends;
 
    
    changes in our merchandise mix;
 
    
    the effectiveness of our inventory management;
 
    
    calendar shifts of holiday or seasonal periods;
 
    
    the timing of promotional events; and
 
    
    weather conditions.
  Our continued expansion plan is dependent on a number of factors which, if not implemented,
could delay or prevent the successful opening of new stores and penetration into new markets.
  
    
    identify suitable markets and sites for new store locations;
 
    
    negotiate acceptable lease terms;
 
    
    hire, train and retain competent store personnel;
 
    
    foster current relationships and develop new relationships with vendors that are capable
of supplying a greater volume of merchandise;
 
    
    manage inventory and distribution effectively to meet the needs of new and existing
stores on a timely basis;
 
    
    expand our infrastructure to accommodate growth; and
 
    
    generate sufficient operating cash flows or secure adequate capital on commercially
reasonable terms to fund our expansion plans.
  20




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Foreign suppliers manufacture most of our merchandise and the availability and costs of
these products may be negatively affected by risks associated with inflationary economic conditions
or international trade.
  We rely on a small number of vendors to supply a significant amount of our merchandise.
  Our growth strategy relies on the continued addition of a significant number of new stores
each year, which could strain our resources and cause the performance of our existing stores to
suffer.
  Failure of new business concepts would have a negative effect on our results of operations.
  Our business could suffer as a result of a manufacturers inability to produce merchandise on time
and to our specifications.
  21




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Our business could suffer if a manufacturer fails to use acceptable labor practices.
  Our foreign sources of production may not always be reliable, which may result in a disruption
in the flow of new merchandise to our stores.
  The unexpected loss of the services of key personnel could have a material adverse effect on our
business.
  A substantial interruption in our information systems could have a material adverse effect on
our business.
  A significant decrease in sales during peak shopping seasons could have an adverse effect on
our financial condition and results of operations.
  22




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We rely on third parties to manage our distribution centers and transport our merchandise to
our stores; a disruption of our distribution activities could have a material adverse effect on our
business.
   We rely on a third party to manage the warehousing and order fulfillment for our E-Commerce
business; any disruption of these activities could have a material adverse effect on our E-commerce
business.
  Failure to protect our trademarks adequately could negatively impact our brand image and limit our
ability to penetrate new markets.
 ®, ® 87 ®
  The effects of war or acts of terrorism could have a material adverse effect on our operating
results and financial condition.
  23




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Approximate DollarTotal Number of
    
    
    Value of SharesTotal Number
    
    
    
    
    
    
    Shares Purchased
    
    
    that may yet beof Shares
    
    
    Average
    
    
    as Part of Publicly
    
    
    Purchased Under the(or Units)
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Plans or ProgramsPeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs
    
    
    (a) (b)(In thousands)January 31 to February 27, 2010
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    202,823February 28 to April 3, 2010
    
    
    1,267,297
    
    
    
    28.95
    
    
    
    1,267,297
    
    
    $
    166,131April 4 to May 1, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    166,131Total
    
    
    1,267,297
    
    
    $
    28.95
    
    
    
    1,267,297
 
 (a)
    
    The repurchase program may be modified or terminated by the Board of Directors at any time, and
there is no expiration date for the program.(b)
    
    Includes additional $250.0 million of repurchase availability that was approved on December 7, 2009. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Reserved
 
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit No.
    
    Description10.7
    
    Second Amended and Restated Loan and Security Agreement, dated
November 13, 2007, by and between Bank of America, N.A. and
Aéropostale, Inc.*10.8
    
    Second Amended and Restated Equity Interest Pledge Agreement,
dated November 13, 2007, by and between Bank of America, N.A. and
Aéropostale, Inc.*10.9
    
    Second Amended and Restated Guaranty , dated November 13, 2007, by
and between Bank of America, N.A. and Aéropostale, Inc.*10.10
    
    Second Amended and Restated Security Agreement, dated November 13,
2007, by and between Bank of America, N.A. and Aéropostale, Inc.*31.1
    
    Certification by Thomas P. Johnson, Co-Chief Executive Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.1
    
    Certification by Mindy C. Meads, Co-Chief Executive Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 24




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##### Table of Contents



Exhibit No.
    
    Description31.2
    
    Certification by Michael J. Cunningham, President and Chief
Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*32.1
    
    Certification by Thomas P. Johnson pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**32.1
    
    Certification by Mindy C. Meads pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**32.2
    
    Certification by Michael J. Cunningham pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.**
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 25




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##### Table of Contents



SIGNATURES
  Aéropostale, Inc./s/ THOMAS P. JOHNSONThomas P. JohnsonCo-Chief Executive Officer
(Co-Principal Executive Officer)/s/ MINDY C. MEADSMindy C. MeadsCo-Chief Executive Officer
(Co-Principal Executive Officer)/s/ MICHAEL J. CUNNINGHAMMichael J. CunninghamPresident  Chief Financial Officer
(Principal Financial Officer)  26