##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    February 3, 2007oro

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

No. 31-1443880(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)112 West 34th Street,
    22nd floor
    New York, NY

10120(Zip Code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (646) 485-5398
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act: None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K, Form 10-K.




---



##### 



AÉROPOSTALE,
    INC.
  TABLE OF
    CONTENTS
  PART IItem 1.


Business


2Item 1A.


Risk
    Factors


8Item 1B.


Unresolved Staff
    Comments.


13Item 2.


Properties.


13Item 3.


Legal
    Proceedings.


14Item 4.


Submission of
    Matters to a Vote of Security Holders


14PART IIItem 5.


Market for the
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


14Item 6.


Selected Financial
    Data


17Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


17Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


25Item 8.


Financial
    Statements and Supplementary Data


26Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


51Item 9A.


Controls and
    Procedures


51Item 9B.


Other
    Information


51PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


51Item 11.


Executive
    Compensation


52Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


52Item 13.


Certain
    Relationships and Related Transactions and Director
    Independence


52Item 14.


Principal
    Accountant Fees and Services


52PART IVItem 15.


Exhibits and
    Financial Statement Schedule


52Exhibit Index


53Signatures


55Exhibits  1




---



##### 



As used in this Annual Report on
    Form 10-K,
    unless the context otherwise requires, all references to
    we, us, our,
    Aéropostale or the Company refer to
    Aéropostale, Inc., and its subsidiaries. The term
    common stock Form 10-K Form 10-K). Form 10-K, Form 10-Q, Form 8-K,
 PART I  Item 1.
    Business  Overview
  e-commerce www.aeropostale.com.
  e-commerce www.aeropostale.com
  three-for-two
  53-week 52-week 52-week 52-week
  Growth
    Strategy
  Continue to open new Aéropostale
    stores. Stores Store design
    and environment
 2




---



##### 



Enhance and expand our brand.
  Continue high levels of store productivity.
  E-Commerce. e-commerce www.aeropostale.com. e-commerce
  JimmyZ. ®
  Stores
  Existing stores.
  Number of


Number


TotalAéropostale


of JimmyZ


Number ofState

Stores


Stores


StoresAlabama


15







15Arkansas


6







6Arizona


11







11California


49



1



50Colorado


9







9Connecticut


10







10Delaware


4







4Florida


44



1



45Georgia


20







20Idaho


3







3Illinois


26



1



27Indiana


21







21Iowa


12







12Kansas


7







7Kentucky


9







9Louisiana


13







13Massachusetts


22







22Maryland


16







16Maine


3







3Michigan


29







29Minnesota


15



1



16Mississippi


7







7Missouri


16



1



17Montana


2







2North Carolina


21



1



22North Dakota


4







4Nebraska


4







4New Hampshire


6







6New Jersey


23







23New Mexico


2







2Nevada


4







4New York


45



1



46Ohio


34







34Oklahoma


6







6Oregon


7







7Pennsylvania


46



3



49Rhode Island


1







1South Carolina


12







12 3




---



##### 



Number of


Number


TotalAéropostale


of JimmyZ


Number ofState

Stores


Stores


StoresSouth Dakota


2







2Tennessee


20



1



21Texas


53



2



55Utah


10







10Virginia


23







23Vermont


2







2Washington


12







12Wisconsin


16



1



17West Virginia


6







6Total


728



14



742     TotalAéropostale


JimmyZ


Total


Aéropostale


Number ofStores


Stores


Stores


Stores


Stores at EndOpened


Opened


Opened


Closed


of PeriodFiscal 2004


103







103



1



561Fiscal 2005


105



14



119



9



671Fiscal 2006


74







74



3



742   Store design and environment.
    Store management.
  Expansion opportunities and site
    selection.
   4




---



##### 



Store design and environment
    Pricing
    Design
    and Merchandising
    Design.
  Merchandising.
    Fiscal2006


2005


2004Young Womens


60%



61%



60%Young Mens


25%



25%



26%Accessories


15%



14%



14%   Sourcing
  T-shirts
 5




---



##### 



Marketing
    and Advertising
      www.aeropostale.com
    Distribution
       6




---



##### 



Information
    Systems
    
    point-of-sale;
    inventory management;
    supply chain;
    planning and replenishment; and
    financial reporting.  point-of-sale
  Trademarks
  ® ® ,
    87 ®
  ®
    Competition
  ® ® ® ® ® ®
    Employees
   7




---



##### 



Seasonality
  back-to-school
  Available
    Information
  www.aeropostale.com Form 10-K, Form 10-Q Form 8-K,
  www.aeropostale.com.
    Item 1A.
    Risk
    Factors  Cautionary
    Note Regarding Forward-Looking Statements
  Form 10-K
  Fluctuations
    in comparable store sales and quarterly results of operations
    may cause the price of our common stock to decline
    substantially.
    
    fashion trends;
    changes in our merchandise mix;
    the effectiveness of our inventory management;
    actions of competitors or mall anchor tenants;
    calendar shifts of holiday or seasonal periods; 8




---



##### 




    changes in general economic conditions and consumer spending
    patterns;
    the timing of promotional events; and
    weather conditions.    If we
    were unable to identify and respond to consumers fashion
    preferences in a timely manner, our profitability would
    decline.
    We
    rely on a small number of vendors to supply a significant amount
    of our merchandise.
    Our
    business could suffer as a result of a manufacturers
    inability to produce merchandise on time and to our
    specifications.
    Our
    business could suffer if a manufacturer fails to use acceptable
    labor practices.
   9




---



##### 



Foreign
    suppliers manufacture most of our merchandise and the
    availability and costs of these products may be negatively
    affected by risks associated with international
    trade.
    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.
    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 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.  and/or
  The
    loss of the services of key personnel could have a material
    adverse effect on our business.
   10




---



##### 



A
    substantial interruption in our information systems could have a
    material adverse effect on our business.
    Failure
    of new business concepts would have a negative effect on our
    results of operations.
  and/or
  There
    is an increased risk in operating stores in foreign
    countries.
    Our
    net sales and inventory levels fluctuate on a seasonal
    basis.
  back-to-school back-to-school back-to-school
  A
    downturn in the United States economy may affect
    consumer-spending habits.
   11




---



##### 



Our
    ability to attract customers to our stores depends heavily on
    the success of the shopping malls in which we are
    located.
    We
    currently rely on a single distribution center.
    We
    rely on a third party to manage our distribution
    center.
    We
    rely on a third party to manage the warehousing and order
    fulfillment for our
    E-Commerce
    business.
  e-commerce e-commerce e-commerce e-commerce
  Failure
    to protect our trademarks adequately could negatively impact our
    brand image and limit our ability to penetrate new
    markets.
  ® ® ®
   12




---



##### 



® ®
  The
    effects of war or acts of terrorism could have a material
    adverse effect on our operating results and financial
    condition.
  and/or
  Item 1B.  Unresolved
    Staff Comments
    Item 2.
    Properties         13




---



##### 



Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II
  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    Market PriceHigh


LowFiscal 20064th quarter

$
37.06


$
27.703rd quarter


31.14



21.072nd quarter


33.01



23.631st quarter


31.60



27.90Fiscal 20054th quarter

$
31.00


$
18.853rd quarter


29.81



18.052nd quarter


35.46



25.311st quarter


35.10



26.75    14




---



##### 



PERFORMANCE
    GRAPH
    CUMULATIVE
    TOTAL RETURN
 Based upon an initial investment of $100 on May 16,
    2002
 with dividends reinvested
  
  May-02


Jan-03


Jan-04


Jan-05


Jan-06


Jan-07Aeropostale
    Inc.


$
100



$
44



$
108



$
150



$
163



$
194S&P 400


$
100



$
78



$
111



$
123



$
150



$
162S&P Apparel
    Retail


$
100



$
79



$
104



$
127



$
120



$
139   ©
   15




---



##### 



Approximate DollarTotal Number





Total Number of


Value of Sharesof Shares





Shares Purchased


that may yet be(or Units)


Average


as Part of Publicly


Purchased Under thePurchased


Price Paid


Announced Plans


Plans or ProgramsPeriod

(a)


per Share


or Programs


(b)(In thousands)October 29 to November 25,
    2006





$







$
185,864November 26 to December 30,
    2006


50,000


$
31.08



50,000


$
184,310December 31 to
    February 3, 2007


950,000


$
35.64



950,000


$
150,452Total


1,000,000


$
35.41



1,000,000     (a)
    
    On March 14, 2007, our Board of Directors approved a
    $100.0 million increase in repurchase availability under
    the program, bringing total repurchase authorization, since
    inception of the program, to $350.0 million.(b)
    
    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. 16




---



##### 



Item 6.
    Selected
    Financial Data    Fiscal Year EndedFebruary 3,


January 28,


January 29,


January 31,


February 1,2007(*)


2006


2005


2004


2003(In thousands, except per share and store data)Statements of Income
    Data:Net sales

$
1,413,208


$
1,204,347


$
964,212


$
734,868


$
550,904Gross profit, as a percent of sales


32.2
%


30.1
%


33.2
%


31.3
%


29.5
%SG&A, as a percent of sales


20.5
%


18.9
%


19.1
%


19.3
%


20.1
%Net income, as a percent of sales


7.6
%


7.0
%


8.7
%


7.4
%


5.7
%Net income


106,647



83,954



84,112



54,254



31,290Preferred dividends


















362Net income available to common
    stockholders

$
106,647


$
83,954


$
84,112


$
54,254


$
30,928Diluted earnings per common share

$
1.98


$
1.50


$
1.47


$
0.93


$
0.54Selected Operating
    Data:Number of stores open at end of
    period


742



671



561



459



367Comparable store sales increase


2.0
%


3.5
%


8.7
%


6.6
%


6.6
%Average store sales (in thousands)

$
1,924


$
1,890


$
1,849


$
1,728


$
1,651Average square footage per store


3,540



3,537



3,512



3,511



3,541Net sales per average square foot

$
543


$
534


$
526


$
491


$
471   As ofFebruary 3,


January 28,


January 29,


January 31,


February 1,2007


2006


2005


2004


2003(In thousands)Balance Sheet Data:Working capital

$
233,995


$
212,986


$
182,493


$
140,879


$
86,791Total assets


581,164



503,951



405,819



307,048



223,032Redeemable preferred stock


















Total debt


















Total stockholders equity


312,116



284,790



238,251



185,693



127,959Cash dividends declared per common
    share


















   three-for-two
    (*)
    
     53 week fiscal year.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Introduction   17




---



##### 



e-commerce www.aeropostale.com. www.aeropostale.com e-commerce
  53-week 52-week 52-week 52-week
    Overview
     18




---



##### 



Fiscal Year EndedFebruary 3,


January 28,


January 29,2007


2006


2005Net sales (in millions)

$
1,413.2


$
1,204.3


$
964.2Total store count at end of period


742



671



561Comparable store count at end of
    period


664



550



448Net sales growth


17.3
%


24.9
%


31.2
%Comparable store sales growth


2.0
%


3.5
%


8.7
%Comparable average unit retail
    change


3.0
%


(8.0
)%


(2.2
)%Comparable units per sales
    transaction change


(1.5
)%


1.8
%


5.5
%Comparable sales transaction growth


0.5
%


10.4
%


5.4
%Net sales per average square foot

$
543


$
534


$
526Gross profit (in millions)

$
455.4


$
362.5


$
319.9Income from operations (in
    millions)

$
167.8


$
135.4


$
135.9Diluted earnings per share

$
1.98


$
1.50


$
1.47Average square footage growth


14
%


22
%


23
%Increase in total inventory at end
    of period


10
%


13
%


31
%Change in inventory per square
    foot at end of period


0
%


(6
)%


7
%Percentages of net sales by
    categoryWomens


60
%


61
%


60
%Mens


25
%


25
%


26
%Accessories


15
%


14
%


14
%   Results
    of Operations
    Fiscal Year EndedFebruary 3,


January 28,


January 29,2007


2006


2005Net sales


100.0
%


100.0
%


100.0
%Gross profit


32.2



30.1



33.2SG&A


20.5



18.9



19.1Other income


0.2







Income from operations


11.9



11.2



14.1Interest income, net


0.5



0.3



0.1Income before income taxes


12.4



11.5



14.2Income taxes


4.9



4.5



5.5Net income


7.5
%


7.0
%


8.7
%   Sales
  e-commerce e-commerce
 19




---



##### 



Cost
    of Sales and Gross Profit
        SG&A
     20




---



##### 



Other
    Income
    Interest
    Income
    Income
    Taxes
    Net
    Income and Earnings Per Share
        Liquidity
    and Capital Resources
   21




---



##### 



Fiscal Year EndedFebruary 3,


January 28,


January 29,2007


2006


2005Net cash provided by operating
    activities

$
177,445


$
144,384


$
136,975Net cash used for investing
    activities


(101,135
)


(2,102
)


(124,301
)Net cash used for financing
    activities


(81,481
)


(43,175
)


(44,902
)Net (decrease) increase in cash
    and cash equivalents

$
(5,171
)

$
99,107


$
(32,228
)   Operating
    Activities
  ®
    Investing
    Activities
    available-for-sale
 22




---



##### 



Accounting for Certain Investments in
    Debt and Equity Securities.
  Financing
    Activities
    sub-limit
    Inflation
    Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


3-5


More ThanTotal


1 Year


Years


Years


5 Years(In thousands)Contractual Obligations:Employment agreements

$
4,767


$
2,207


$
2,560


$



$
Event sponsorship and advertising
    agreement


3,530



1,548



1,982







Operating leases


552,150



76,163



151,239



135,413



189,335Total contractual obligations

$
560,447


$
79,918


$
155,781


$
135,413


$
189,335        23




---



##### 



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Estimates
      Merchandise
    Inventory
    Defined
    Benefit Pension Plans
   24




---



##### 



Long-Lived
    Assets
    
    significant changes in the manner of our use of assets or the
    strategy for our overall business;
    significant negative industry or economic trends;
    store closings; or
    under-performing business trends.    Income
    Taxes
  Accounting for Income Taxes.
    Recent
    Accounting Developments
  Recent Accounting Developments
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk   25




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  PageReports of
    Independent Registered Public Accounting Firm


27 and 28Consolidated
    Balance Sheets


29Consolidated
    Statements of Income and Comprehensive Income


30Consolidated
    Statements of Stockholders Equity


31Consolidated
    Statements of Cash Flows


32Notes to
    Consolidated Financial Statements


33  26




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Share-Based
    Payment Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans
    /s/ Deloitte &
    Touche LLP
    27




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Managements Report on Internal Control
    over Financial Reporting
          Share-Based Payment Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans
  /s/ Deloitte &
    Touche LLP
    28




---



##### 



AÉROPOSTALE,
    INC.
 CONSOLIDATED
    BALANCE SHEETS  February 3,


January 28,2007


2006(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
200,064


$
205,235Short-term investments


76,223



20,037Merchandise inventory


101,476



91,908Prepaid expenses


12,175



12,314Deferred income taxes


1,185



Other current assets


7,670



9,845Total current assets


398,793



339,339Fixtures, equipment and
    improvements  net


175,591



160,229Intangible assets


1,400



2,455Deferred income taxes


3,784



Other assets


1,596



1,928Total assets

$
581,164


$
503,951LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
63,918


$
57,165Deferred income taxes






5,195Accrued expenses


100,880



63,993Total current liabilities


164,798



126,353Deferred rent and tenant allowances


88,344



81,499Retirement benefit plan liabilities


15,906



8,654Deferred income taxes






2,655Commitments and contingent
    liabilitiesStockholders equityCommon stock  par
    value, $0.01 per share; 200,000 shares authorized,
    59,332 and 58,598 shares issued


593



586Preferred stock  par
    value, $0.01 per share; 5,000 shares authorized, no
    shares issued or outstanding






Additional paid-in capital


101,429



88,213Other comprehensive loss


(5,274
)


(1,557
)Deferred compensation






(2,577
)Retained earnings


414,916



308,269Treasury stock at cost (7,687 and
    4,548 shares)


(199,548
)


(108,144
)Total stockholders equity


312,116



284,790Total liabilities and
    stockholders equity

$
581,164


$
503,951    29




---



##### 



AÉROPOSTALE,
    INC.



CONSOLIDATED
    STATEMENTS OF INCOME  Fiscal Year EndedFebruary 3,


January 28,


January 29,2007


2006


2005(In thousands, except per share data)Net sales

$
1,413,208


$
1,204,347


$
964,212Cost of sales (includes certain
    buying, occupancy and warehousing expenses)


957,791



841,872



644,305Gross profit


455,417



362,475



319,907Selling, general and
    administrative expenses


289,736



227,044



183,977Other income


2,085







Income from operations


167,766



135,431



135,930Interest income


7,064



3,670



1,438Income before income taxes


174,830



139,101



137,368Income taxes


68,183



55,147



53,256Net income

$
106,647


$
83,954


$
84,112Basic earnings per common share

$
2.00


$
1.53


$
1.51Diluted earnings per common share

$
1.98


$
1.50


$
1.47Weighted average basic shares


53,285



54,994



55,735Weighted average diluted shares


53,758



55,937



57,255   CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  Fiscal Year EndedFebruary 3,


January 28,


January 29,2007


2006


2005(In thousands)Net income

$
106,647


$
83,954


$
84,112Minimum pension liability (net of
    tax of $69, $494, and $92)


110



(740
)


(145
)Comprehensive income

$
106,757


$
83,214


$
83,967    30




---



##### 



AÉROPOSTALE,
    INC.
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  Treasury


AccumulatedAdditional





Stock,


OtherCommon Stock


Paid-in


Deferred


at Cost


Comprehensive


RetainedShares


Amount


Capital


Compensation


Shares


Amount


Loss


Earnings


Total(In thousands)BALANCE, JANUARY 31, 2004


56,795


$
568


$
63,289


$




(945
)

$
(17,695
)

$
(672
)

$
140,203


$
185,693Net income






























84,112



84,112Stock options exercised


1,320



13



1,016























1,029Excess tax benefit fromStock-based compensation










12,893























12,893Repurchase of common stock


















(1,804
)


(45,931
)










(45,931
)Issuance of non-vested stock










1,871



(1,871
)


















Stock-based compensation














600



















600Minimum pension liability (net of
    tax of $92)


























(145
)






(145
)BALANCE, JANUARY 29, 2005


58,115



581



79,069



(1,271
)


(2,749
)


(63,626
)


(817
)


224,315



238,251Net income






























83,954



83,954Stock options exercised


477



5



1,338























1,343Excess tax benefit fromStock-based compensation










4,759























4,759Repurchase of common stock


















(1,799
)


(44,518
)










(44,518
)Net issuance of non-vested stock










3,047



(3,047
)


















Stock-based compensation














1,741



















1,741Vesting of stock


6































Minimum pension liability (net of
    tax of $494)


























(740
)






(740
)BALANCE, JANUARY 28, 2006


58,598



586



88,213



(2,577
)


(4,548
)


(108,144
)


(1,557
)


308,269



284,790Net income






























106,647



106,647Stock options exercised


719



7



2,347























2,354Minimum pension liability (net of
    tax of $69)


























110







110Adoption of
    SFAS No. 123(R)










(2,577
)


2577



















Excess tax benefit fromStock-based compensation










7,568























7,568Adoption of SFAS No. 158
    (net of tax of $2,413)


























(3,827
)






(3,827
)Repurchase of common stock


















(3,139
)


(91,404
)










(91,404
)Stock-based compensation










5,878























5,878Vesting of stock


15































BALANCE, FEBRUARY 3, 2007


59,332


$
593


$
101,429


$




(7,687
)

$
(199,548
)

$
(5,274
)

$
414,916


$
312,116    31




---



##### 



AÉROPOSTALE,
    INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year EndedFebruary 3,


January 28,


January 29,2007


2006


2005(In thousands)Cash Flows Provided By
    Operating ActivitiesNet income

$
106,647


$
83,954


$
84,112Adjustments to reconcile net
    income to net cash from operating activities:Depreciation and amortization


30,029



22,347



16,635Stock-based compensation


5,878



1,741



600Amortization of tenant allowances
    and above market leases


(9,195
)


(7,756
)


(6,717
)Amortization of deferred rent
    expense


2,333



3,716



7,474Pension expense


2,246



1,672



3,008Deferred income taxes


(10,474
)


6,100



2,409Excess tax benefits from
    stock-based compensation


(7,568
)






Other










(1,197
)Changes in operating assets and
    liabilities:Merchandise inventory


(9,568
)


(10,670
)


(19,431
)Prepaid expenses and other assets


2,646



(7,059
)


(3,741
)Accounts payable


6,753



12,307



14,381Accrued expenses and other
    liabilities


57,718



38,032



39,442Net cash provided by operating
    activities


177,445



144,384



136,975Cash Flows Used For Investing
    ActivitiesPurchase of fixtures, equipment
    and improvements


(44,949
)


(58,289
)


(46,677
)Purchase of short-term investments


(513,909
)


(310,901
)


(441,386
)Sale of short-term investments


457,723



367,088



365,162Purchase of intangible assets










(1,400
)Net cash used for investing
    activities


(101,135
)


(2,102
)


(124,301
)Cash Flows Used For Financing
    ActivitiesPurchase of treasury stock


(91,403
)


(44,518
)


(45,931
)Proceeds from stock options
    exercised


2,354



1,343



1,029Excess tax benefits from
    stock-based compensation


7,568







Net cash used for financing
    activities


(81,481
)


(43,175
)


(44,902
)Net (Decrease) Increase In Cash
    And Cash Equivalents


(5,171
)


99,107



(32,228
)Cash And Cash Equivalents,
    Beginning Of Year


205,235



106,128



138,356Cash And Cash Equivalents, End
    Of Year

$
200,064


$
205,235


$
106,128Supplemental Disclosures Of
    Cash Flow InformationIncome taxes paid

$
48,352


$
37,274


$
36,456Excess tax benefit from
    stock-based compensation included in change in accrued expenses
    and other liabilities

$



$
4,759


$
12,893Non-cash operating and investing
    activities

$
1,984


$
1,541


$
    32




---



##### 



AÉROPOSTALE,
    INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Summary
    of Significant Accounting Policies  Organization
    Fiscal
    Year
  53-week 52-week 52-week 52-week
  Use of
    Estimates
      Seasonality
  back-to-school
  Cash
    Equivalents
    Fair
    Value of Financial Instruments
    Merchandise
    Inventory
   33




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fixtures,
    Equipment and Improvements
    Fixtures and equipment


10 yearsLeasehold improvements


Lesser of life of the asset or lease termComputer equipment and software


5 years   Evaluation
    for Long-Lived Asset Impairment
  Accounting for the Impairment or Disposal of Long-lived
    Assets.
  Pre-Opening
    Expenses
    Leases
        Revenue
    Recognition
  e-commerce
 34




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cost
    of Sales
    Selling,
    General and Administrative Expenses
    Self-Insurance
    Retirement
    Benefit Plans
  Employers Accounting for Pensions Employers Accounting for
    Postretirement Benefits Other Than Pensions.
  Employers Accounting
    for Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
  Marketing
    Costs
    Stock-Based
    Compensation
  Share-Based Payment, a revision of
    SFAS No. 123, Accounting for Stock-Based
    Compensation Accounting for Stock
    Issued to Employees
 35




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    Reporting
  Disclosures about Segments of an
    Enterprise and Related Information, e-commerce
  FiscalMerchandise Categories

2006


2005


2004Young Womens


60
%


61
%


60
%Young Mens


25



25



26Accessories


15



14



14Total Merchandise Sales


100
%


100
%


100
%   Recent
    Accounting Developments
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115.
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R).
  Fair Value Measurements.
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements.
  Accounting for Uncertainty in Income
    Taxes Accounting for Income
    Taxes.
 36




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Conditional Asset Retirement
    Obligations Accounting for Asset Retirement Obligations. and/or
  2.
    Common
    Stock Split  three-for-two
  3.
    Short-Term
    Investments  available-for-sale Accounting for Certain Investments in Debt and Equity
    Securities.
  4.
    Supplier
    Risk Concentration    5.
    Other
    Matters   37




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    concealed from management and our Board of Directors, and failed
    to disclose in corporate disclosure documents, his personal
    ownership interests in, and officer positions of, certain
    corporate entities affiliated with one of our primary vendors at
    the time, South Bay Apparel, Inc.,
    without the knowledge or authorization of our management,
    executed a corporate Guaranty Agreement in March 1999, that, had
    it been enforceable, would have obligated us to guarantee any
    payments due from South Bay Apparel, Inc. to Tricot Richelieu,
    Inc., an apparel manufacturer and vendor to South Bay Apparel,
    Inc., and
    failed to disclose unauthorized business relationships and
    transactions between immediate and extended family members of
    Mr. Finazzo and certain other of our vendors.           38




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.  Fixtures,
    Equipment and Improvements
    February 3, 2007


January 28, 2006Leasehold improvements

$
160,428


$
135,619Store fixtures and equipment


77,739



68,073Computer equipment and software


23,226



18,178Construction in progress


1,915



1,687263,308



223,557Less accumulated depreciation and
    amortization


87,717



63,328$
175,591


$
160,229     7.
    Accrued
    Expenses    February 3, 2007


January 28, 2006Accrued compensation

$
15,553


$
10,714Sales and use tax


4,369



2,868Accrued rent


11,030



9,933Accrued gift cards and credits


19,290



16,327Income tax payable


37,802



14,159Sales return liability


630



654Payroll tax liabilities


1,549



1,033Other


10,657



8,305$
100,880


$
63,993   8.
    Revolving
    Credit Facility  sub-limit
 39




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Earnings
    Per Share  Earnings Per
    Share
    Fiscal2006


2005


2004Net income

$
106,647


$
83,954


$
84,112Weighted average basic shares


53,285



54,994



55,735Impact of dilutive securities


473



943



1,520Weighted average diluted shares


53,758



55,937



57,255Per common share:Basic earnings per share

$
2.00


$
1.53


$
1.51Diluted earnings per share

$
1.98


$
1.50


$
1.47     10.
    Stock-Based
    Compensation  Share-Based Payment, a revision of
    SFAS No. 123, Accounting for Stock-Based
    Compensation Accounting for Stock Issued to Employees
   40




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. FAS 123R-3 Transition Election Related to Accounting for Tax
    Effects of Share-Based Payment Awards.
        Weighted-Average


AggregateWeighted Average


Remaining


IntrinsicShares


Exercise Price


Contractual Term


Value(In thousands)





(In years)


(In millions)Outstanding as of January 29,
    2006


2,041


$
12.63Granted


320


$
28.90Exercised


(721
)

$
3.27Cancelled


(265
)

$
14.53Outstanding as of February 3,
    2007


1,375


$
20.96



5.28


$
15.3Exercisable as of February 3,
    2007


564


$
13.80



4.17


$
10.3  41




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal 2005


Fiscal 2004Weighted





WeightedAverage





AverageExercise





ExerciseShares


Price


Shares


PriceOutstanding, beginning of period


2,258


$
7.93



3,092


$
2.23Granted


321



32.33



528



23.79Exercised


(477
)


2.82



(1,320
)


0.78Cancelled


(61
)


18.81



(42
)


12.88Outstanding, end of period


2,041


$
12.63



2,258


$
7.93Options exercisable at end of
    period


1,106


$
4.27



1,314


$
1.36Weighted average fair value of
    options granted during the year





$
13.34






$
13.99       Options Outstanding


Options ExercisableNumber








NumberOutstanding


Weighted-Average





Exercisableat


Remaining





atFebruary 3,


Contractual


Weighted-Average


February 3,


Weighted-AverageRange of Exercise Prices

2007


Life


Exercise Price


2007


Exercise Price(In thousands)


(In years)





(In thousands)0.26 to 0.57


143



2.2


$
0.44



143


$
0.447.63 to 11.80


287



4.1


$
8.88



186


$
8.8618.57 to 23.32


352



5.2


$
23.07



159


$
22.8423.91 to 33.65


593



6.7


$
30.50



76


$
32.141,375











564   Weighted AverageGrant-DateShares


Fair Value(In thousands)Non-vested as of January 29,
    2006


935


$
12.11Granted


320


$
14.37Vested


(322
)

$
11.44Cancelled


(122
)

$
12.56Non-vested as of February 3,
    2007


811


$
13.20      42




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted-AverageGrant-DateShares


Fair Value(In thousands)Outstanding as of January 29,
    2006


168


$
28.48Granted


190


$
29.94Vested


(14
)

$
30.66Cancelled


(40
)

$
28.52Outstanding as of February 3,
    2007


304


$
29.29     Fiscal2005


2004(In thousands, except per share data)Net income:As reported

$
83,954


$
84,112Add: non-vested stock
    amortization, net of taxes


1,050



366Less: total stock-based
    compensation expense determined under fair value method, net of
    taxes


(2,756
)


(1,525
)Pro-forma

$
82,248


$
82,953Basic earnings per common share:As reported

$
1.53


$
1.51Pro-forma

$
1.50


$
1.49Diluted earnings per common share:As reported

$
1.50


$
1.47Pro-forma

$
1.47


$
1.45  43




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal2006


2005


2004Expected volatility


50
%


40
%


69
%Expected life


5.25 years



5 years



5 yearsRisk-free interest rate


4.86
%


4.11
%


2.80
%Expected dividend yield


0
%


0
%


0
%Expected forfeiture rate


20
%


20
%


20
%     11.
    Retirement
    Benefit Plans        Before Adopting





After AdoptingSFAS No. 158


Adjustments


SFAS No. 158Other intangible assets

$
2,381


$
(981
)

$
1,400Deferred income tax assets
    (non-current)


1,371



2,413



3,784Total assets


579,732



1,432



581,164Retirement benefit plan liabilities


10,647



5,259



15,906Total liabilities


263,789



5,259



269,048Accumulated other comprehensive
    loss


(1,447
)


(3,827
)


(5,274
)Total stockholders equity


315,943



(3,827
)


312,116    44




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     February 3,


January 28,2007


2006CHANGE IN BENEFIT OBLIGATION:Net benefit obligation at
    beginning of period

$
15,004


$
10,884Service cost


492



421Interest cost


932



732Plan amendments






Actuarial (gain)/ loss


(1,281
)


3,303Settlements






Gross benefits paid






(336
)Net benefit obligation at end of
    period

$
15,147


$
15,004Accumulated benefit obligation


N/A


$
8,446CHANGE IN PLAN ASSETS:Fair value of plan assets at
    beginning of period

$



$
Employer contributions






336Gross benefits paid






(336
)Actual return on plan assets






Fair value of plan assets at end
    of period

$



$
Funded status at end of period

$
(15,147
)

$
(15,004
)Unrecognized net actuarial loss


N/A



9,130Unrecognized prior service and cost


N/A



1,055Net amount recognized

$
(15,147
)

$
(4,819
)Intangible assets


N/A


$
1,055Accrued benefit cost


(15,147
)


(8,446
)Accumulated other comprehensive
    income


N/A



2,572Net amount recognized

$
(15,147
)

$
(4,819
)  45




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal2006


2005


2004COMPONENTS OF NET PERIODIC BENEFIT
    COST:Service cost

$
492


$
421


$
278Interest cost


932



732



626Prior service cost


74



74



74Amortization of prior experience
    loss


568



550



321Loss recognized due to settlement










1,396Net periodic benefit cost

$
2,066


$
1,777


$
2,695WEIGHTED-AVERAGE ASSUMPTIONS USED:Discount rate to determine benefit
    obligations


5.75
%


5.50
%


5.25
%Discount rate to determine net
    periodic pension cost


5.50
%


5.25
%


6.00
%Rate of compensation increase


4.50
%


4.50
%


4.50
%       cliff-vesting
    12.
    Stock
    Repurchase Program   46




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Income
    Taxes    Fiscal2006


2005


2004Current:Federal

$
63,561


$
39,360


$
42,728State and local


15,096



9,687



8,11978,657



49,047



50,847Deferred:Federal


(8,253
)


5,026



2,035State and local


(2,221
)


1,074



374(10,474
)


6,100



2,409$
68,183


$
55,147


$
53,256     Fiscal2006


2005


2004Federal statutory rate


35.0
%


35.0
%


35.0
%Increase (decrease) in tax
    resulting from:State income taxes, net of federal
    tax benefits


4.8



4.9



4.0Other


(0.8
)


(0.3
)


(0.2
)Effective rate


39.0
%


39.6
%


38.8
%  47




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    February 3,


January 28,2007


2006Current:Inventory

$
1,094


$
(5,417
)Other


91



222Total current assets/ (liabilities)

$
1,185


$
(5,195
)Non-current:Furniture, equipment and
    improvements

$
(11,537
)

$
(13,886
)Retirement benefit plan liabilities


6,124



2,847Deferred rent and tenant allowances


6,151



7,636Stock-based compensation


2,394



520JimmyZ state net operating
    loss carry-forwards


1,303



457Valuation allowances for
    JimmyZ state net operating loss carry-forwards


(651
)


(229
)Total non-current liabilities


3,784



(2,655
)Net deferred income tax
    assets/(liabilities)

$
4,969


$
(7,850
)     Accounting for Uncertainty
    in Income Taxes,
  14.
    Commitments
    and Contingencies      Due in Fiscal Year

Total2007

$
76,1632008


76,4572009


74,7822010


70,3862011


65,027Thereafter


189,335Total

$
552,150  48




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal2006


2005


2004Minimum rentals

$
71,272


$
61,681


$
49,481Contingent rentals


12,164



10,376



8,704Office space rentals


2,255



1,207



1,159   Employment Agreements
  Legal Proceedings
  Event Sponsorship and Advertising Agreements
  Guarantees
  15.
    Selected
    Quarterly Financial Data (Unaudited)    13 Weeks Ended


14 Weeks EndedApril 29,


July 29,


October 28,


February 3,2006


2006


2006


2007(1)





(2)Fiscal 2006Net sales

$
246,292


$
274,624


$
385,455


$
506,837Gross profit


70,478



72,576



123,599



188,764Net income


8,363



8,423



32,570



57,291Basic earnings per share


0.15



0.16



0.62



1.09Diluted earnings per share


0.15



0.16



0.61



1.08   49




---



##### 



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13 Weeks EndedApril 30,


July 30,


October 29,


January 28,2005


2005


2005


2006Fiscal 2005Net sales

$
211,674


$
232,770


$
324,657


$
435,246Gross profit


59,771



62,027



94,719



145,958Net income


8,614



7,449



26,085



41,806Basic earnings per share


0.16



0.13



0.48



0.77Diluted earnings per share


0.15



0.13



0.47



0.76     (1)
    
     Includes other income of $2.1 million
    ($1.3 million, after tax, or $0.03 per diluted share)
    from the resolution of a dispute with a vendor regarding the
    enforcement of our intellectual property rights.(2)
    
     Includes $7.4 million ($4.5 million, after tax,
    or $0.08 per diluted share), net of professional fees,
    representing concessions, primarily from South Bay Apparel Inc.,
    to us for prior purchases of merchandise (see note 5 for a
    further discussion). 50




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##### 



Item 9.
    Changes
    in and Disagreements with Accountant on Accounting and Financial
    Disclosure    Item 9A.
    Controls
    and Procedures  Managements
    Report On Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
    Internal Control  Integrated
    Framework.
  Form 10-K.
  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(b) Rule 13a-15(e)
  Changes
    in Internal Controls over Financial Reporting
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance of the
    Registrant   51




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##### 



Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    Compensation Plan Information
    Number of SecuritiesRemaining AvailableWeighted-Average


for Future IssuanceNumber of Securities to


Exercise Price of


Under Equitybe Issued Upon Exercise


Outstanding


Compensation Plansof Outstanding Options,


Options, Warrants


(Excluding SecuritiesPlan Category

Warrants and Rights


and Rights


Reflected in ColumnEquity compensation plans approved
    by security holders


1,374,942


$
20.96



857,733Equity compensation plans not
    approved by security holders










Total


1,374,942


$
20.96



857,733   Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)


1.


The financial statements listed in
    the Index to Consolidated Financial Statements at
    page XX are filed as a part of this Annual Report on
    Form 10-K2.


Financial statement schedules are
    omitted because they are not applicable or the required
    information is shown in the financial statements or notes thereto3.


Exhibits included or incorporated
    herein:See Exhibit Index  52




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##### 



EXHIBIT INDEX  ExhibitNo.

Description3
.1

Form of Amended and Restated
    Certificate of Incorporation.3
.2

Form of Amended and Restated
    By-Laws.4
.1

Specimen Common Stock
    Certificate.10
.1

Aéropostale, Inc. 1998 Stock
    Option Plan.10
.2

Aéropostale, Inc. 2002
    Long-Term Incentive Plan.10
.3

Loan and Security Agreement, dated
    July 31, 1998 between Bank Boston Retail Finance Inc., as
    agent for the lenders party thereto (the Lenders),
    the Lenders and MSS-Delaware, Inc.10
.4

First Amendment to Loan and
    Security Agreement, dated November 8, 1999, by and between
    Bank Boston Retail Finance Inc., as agent for the Lenders, the
    Lenders and MSS-Delaware, Inc.10
.5

Second Amendment to Loan and
    Security Agreement, dated May 2, 2002, by and between Fleet
    Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as agent
    for the Lenders, the Lenders and Aéropostale, Inc. (f/k/a
    MSS-Delaware, Inc.).10
.6

Third Amendment to Loan and
    Security Agreement, dated June 13, 2001, by and between
    Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
    agent for the Lenders, the Lenders and Aéropostale, Inc.
    (f/k/a MSS-Delaware, Inc.).10
.7

Fourth Amendment to Loan and
    Security Agreement, dated February 2, 2002, by and between
    Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
    agent for the Lenders, the Lenders and Aéropostale, Inc.
    (f/k/a MSS-Delaware, Inc.).10
.8

Lease Agreement, dated
    April 1, 2006, between Frank Greek and Sons and
    Aéropostale, Inc.10
.9

Merchandise Servicing Agreement,
    dated April 1, 2002, between American Distribution, Inc.
    and Aeropostale, Inc.10
.10

Interim Merchandise Servicing
    Agreement, dated as of February 11, 2002, by and between
    American Consolidation Inc. and Aéropostale, Inc.10
.11

Sourcing Agreement, dated
    July 22, 2002, by and among Federated Department Stores,
    Inc., Specialty Acquisition Corporation and Aéropostale,
    Inc.10
.12

Amendment No. 1 to
    Stockholders Agreement, dated April 23, 2002, by and
    among Aéropostale, Inc., Bear Stearns MB
    1998-1999
    Pre-Fund, LLC and Julian R. Geiger.10
.13

Employment Agreement, dated as of
    February 1, 2002, between Aéropostale, Inc. and Julian
    R. Geiger.10
.14

Fifth Amendment to Loan and
    Security Agreement, dated October 7, 2003, by and between
    Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
    agent for the Lenders, the Lenders and Aéropostale, Inc.
    (f/k/a MSS-Delaware, Inc).10
.15

Employment Agreement, dated as of
    February 1, 2007, between Aéropostale, Inc. and
    Michael J. Cunningham.10
.16

Employment Agreement, dated as of
    February 1, 2007, between Aéropostale, Inc. and Thomas
    P. Johnson.10
.17

Employment Agreement, dated as of
    February 1, 2007, between Aéropostale, Inc. and
    Olivera Lazic-Zangas.10
.18

Amendment No. 1, dated as of
    April 11, 2005, to Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and Julian
    R. Geiger.10
.19

Employment Agreement, dated as of
    February 1, 2007, between Aéropostale, Inc. and Mindy
    Meads.21


Subsidiaries of the Company.*23
.1

Consent of Deloitte &
    Touche LLP.*31
.1

Certification by Julian R. Geiger,
    Chairman and Chief Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*31
.2

Certification by Michael J.
    Cunningham, Executive Vice President and Chief Financial
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.* 53




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##### 



ExhibitNo.

Description32
.1

Certification by Julian R. Geiger
    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.
    
    Incorporated by reference to the Registration Statement on
    Form S-1,
    originally filed by Aéropostale, Inc. on March 8, 2002
    (Registration
    No. 333-84056).
    
    Incorporated by reference to the Registrants Annual Report
    on 10-K, for
    the fiscal year ended February 1, 2003 (File
    No. 001-31314).
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q,
    for the quarterly period ended November 1, 2003 (File No.
    001-31314).
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    dated February 6, 2007 (File
    No. 001-31314).
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K,
    for the fiscal year ended January 28, 2006 (File
    No. 001-31314).
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    dated March 8, 2007 (File
    No. 001-31314). 54




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##### 



SIGNATURES      By:
    /s/  Julian
    R. Geiger   Chairman, Chief Executive Officer, and Director
      Signature

Title

Date/s/  Julian
    R. GeigerJulian
    R. Geiger

Chairman, Chief Executive
    Officer, and Director
    (Principal Executive Officer)

April 2, 2007/s/  Michael
    J.
    CunninghamMichael
    J. Cunningham

Executive Vice President
    and Chief Financial Officer
    (Principal Financial Officer)

April 2, 2007/s/  Ross
    A. CittaRoss
    A. Citta

Group Vice President
    and Chief Accounting Officer 
    (Principal Accounting Officer)

April 2, 2007/s/  Bodil
    ArlanderBodil
    Arlander

Director

April 2, 2007/s/  Ronald
    BeegleRonald
    Beegle

Director

April 2, 2007/s/  Mary
    Elizabeth
    BurtonMary
    Elizabeth Burton

Director

April 2, 2007/s/  Robert
    B. ChavezRobert
    B. Chavez

Director

April 2, 2007/s/  David
    EdwabDavid
    Edwab

Director

April 2, 2007/s/  John
    D. HowardJohn
    D. Howard

Director

April 2, 2007/s/  Karin
    Hirtler 
    GarveyKarin
    Hirtler  Garvey

Director

April 2, 2007/s/  David
    B. VermylenDavid
    B. Vermylen

Director

April 2, 2007  55




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##### 



AÉROPOSTALE,
    INC.
  SCHEDULE II
 VALUATION
    AND QUALIFYING ACCOUNTS
  Balance Beginning


Amounts Charged


Write-offs Against


Balance EndReserve for Returns:

of Period


to Net Income


Reserve


of Period(In thousands)Year Ended February 3, 2007

$
654


$
512


$
536


$
630Year Ended January 28, 2006


525



620



491



654Year Ended January 29, 2005


672



233



380



525  56