##### Table of Contents





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 2, 2008oro

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) 485-5410
  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
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K, Form 10-K.




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##### 





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


18Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 8.


Financial Statements and Supplementary Data


27Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


55Item 9A.


Controls and Procedures


55Item 9B.


Other Information


55PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


55Item 11.


Executive  Compensation


55Item 12.


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


56Item 13.


Certain Relationships and Related Transactions
    and Director Independence


56Item 14.


Principal Accountant Fees and Services


56PART IVItem 15.


Exhibits and Financial Statement Schedule


56Exhibit IndexSignaturesEX-21: SUBSIDIARIES OF THE COMPANYEX-23.1: CONSENT OF DELOITTE & TOUCHE LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



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. 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
      Growth
    Strategy
  Continue to open new Aéropostale
    stores.
 2




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##### Table of Contents



Stores  Store
    design and environment
  Enhance our brand and increase our store
    productivity.
    E-Commerce. e-commerce www.aeropostale.com e-commerce
  JimmyZ. ®
  New Concept.
  Stores
  Existing stores.
  Number of


Number


TotalUnited

Aéropostale


of JimmyZ


Number ofStates

Stores


Stores


StoresAlabama


16







16Arkansas


6







6Arizona


13







13California


60



1



61Colorado


11







11Connecticut


10







10Delaware


4







4Florida


49



1



50Georgia


23







23Idaho


3







3Illinois


29



1



30Indiana


21







21Iowa


12







12Kansas


8







8Kentucky


10







10Louisiana


13







13Massachusetts


23







23Maryland


18







18Maine


3







3Michigan


29







29Minnesota


16



1



17Mississippi


7







7Missouri


16



1



17Montana


2







2North Carolina


23



1



24North Dakota


4







4 3




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##### Table of Contents



Number of


Number


TotalUnited

Aéropostale


of JimmyZ


Number ofStates

Stores


Stores


StoresNebraska


4







4New Hampshire


7







7New Jersey


22







22New Mexico


3







3Nevada


7







7New York


47



1



48Ohio


35







35Oklahoma


7







7Oregon


7







7Pennsylvania


50



3



53Rhode Island


2







2South Carolina


15







15South Dakota


2







2Tennessee


22



1



23Texas


65



2



67Utah


11







11Virginia


27







27Vermont


2







2Washington


15







15West Virginia


6







6Wisconsin


17



1



18CanadaBritish Columbia


2







2Ontario


10







10Total


814



14



828     TotalAéropostale


JimmyZ


Total


Aéropostale


Number ofStores


Stores


Stores


Stores


Stores at EndOpened


Opened


Opened


Closed


of PeriodFiscal 2005


105



14



119



9



671Fiscal 2006


74







74



3



742Fiscal 2007


88







88



2



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




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##### Table of Contents



Store design and environment
    Pricing
    Design
    and Merchandising
    Design.
  Merchandising and Planning.
  Sourcing
        Marketing
    and Advertising
   5




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www.aeropostale.com
  Distribution
          Information
    Systems
    
    point-of-sale;
    inventory management;
    supply chain;
    planning and replenishment; and
    financial reporting.   6




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##### Table of Contents



Trademarks
  ® ® ,
    87 ®
  ®
    Competition
  ® ® ® ® ®
    Employees
    Seasonality
    Available
    Information
  www.aeropostale.com Form 10-K, Form 10-Q, Form 8-K,
  www.aeropostale.com
 7




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##### Table of Contents



Item 1A.
    Risk
    Factors  Cautionary
    Note Regarding Forward-Looking Statements
  Form 10-K
  If we
    were unable to identify and respond to consumers fashion
    preferences in a timely manner, our profitability would
    decline.
    Our
    retail store operations may be adversely affected by unfavorable
    local, regional or national economic conditions.
    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; 8




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##### Table of Contents




    calendar shifts of holiday or seasonal periods;
    changes in general economic conditions and consumer spending
    patterns;
    the timing of promotional events; and
    weather conditions.    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.
    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
    ability to attract customers to our stores depends heavily on
    the success of the shopping malls in which we are
    located.
    Failure
    of new business concepts would have a negative effect on our
    results of operations.
   9




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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.
    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.
   10




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##### Table of Contents



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.  and/or
  The
    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.
    There
    is an increased risk in operating stores in foreign
    countries.
   11




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##### Table of Contents



Our
    net sales and inventory levels fluctuate on a seasonal
    basis.
    We
    rely on a third party to manage our distribution
    centers.
    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 e-commerce
  Failure
    to protect our trademarks adequately could negatively impact our
    brand image and limit our ability to penetrate new
    markets.
  ® ® 87 ®
   12




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® ®
  Any
    disruption of our distribution activities could have a material
    adverse impact on our business.
    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




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##### Table of Contents



Item 3.
    Legal
    Proceedings  Form 8-K,
      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 20074th quarter

$
29.03


$
21.883rd quarter


24.35



18.372nd quarter


31.65



23.771st quarter


28.97



23.34Fiscal 20064th quarter

$
24.51


$
18.633rd quarter


20.40



14.282nd quarter


21.77



15.841st quarter


20.75



18.81    14




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##### Table of Contents



PERFORMANCE
    GRAPH
    CUMULATIVE
    TOTAL RETURN
    Based upon an initial investment of $100 on January 31,
    2003
    with dividends reinvested
  
  Jan-03


Jan-04


Jan-05


Jan-06


Jan-07


Jan-08Aéropostale Inc.


$
100



$
246



$
343



$
373



$
444



$
521S&P 400


$
100



$
143



$
159



$
194



$
209



$
205S&P Apparel Retail


$
100



$
132



$
161



$
153



$
176



$
168   ©
   15




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##### Table of Contents



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)(c)(In thousands)November 4 to December 1, 2007


4,414,310


$
26.11



4,414,310


$
143,486December 2 to January 5,
    2008













$
143,486January 6 to February 2,
    2008


372,449


$
26.11



372,449


$
133,760Total


4,786,759


$
26.11



4,786,759     (a)
    
    On November 12, 2007, our Board of Directors approved a
    $250.0 million increase in repurchase availability under
    the program, bringing total repurchase authorization, since
    inception of the program, to $600.0 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.(c)
    
    Includes additional $250.0 million of repurchase
    availability that was approved on November 12, 2007. 16




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year EndedFebruary 2,


February 3,


January 28,


January 29,


January 31,2008(1)


2007(2)(3)


2006


2005


2004(In thousands, except per share and store data)Statements of Income Data:Net sales

$
1,590,883


$
1,413,208


$
1,204,347


$
964,212


$
734,868Gross profit, as a percent of sales


34.8
%


32.2
%


30.1
%


33.2
%


31.3
%SG&A, as a percent of sales


21.7
%


20.5
%


18.9
%


19.1
%


19.3
%Net income, as a percent of sales


8.2
%


7.5
%


7.0
%


8.7
%


7.4
%Net income

$
129,197


$
106,647


$
83,954


$
84,112


$
54,254Diluted earnings per common share

$
1.73


$
1.32


$
1.00


$
0.98


$
0.62Selected Operating Data:Number of stores open at end of period


828



742



671



561



459Comparable store sales increase


3.3
%


2.0
%


3.5
%


8.7
%


6.6
%Comparable average unit retail change


(2.5
)%


3.0
%


(8.0
)%


(2.2
)%


(2.3
)%Average net sales (in thousands)

$
1,932


$
1,924


$
1,890


$
1,849


$
1,728Average square footage per store


3,546



3,540



3,537



3,512



3,511Net sales per average square foot

$
545


$
543


$
534


$
526


$
491   As ofFebruary 2,


February 3,


January 28,


January 29,


January 31,2008


2007


2006


2005


2004(In thousands)Balance Sheet Data:Working capital

$
87,300


$
233,995


$
212,986


$
182,493


$
140,879Total assets


514,169



581,164



503,951



405,819



307,048Redeemable preferred stock


















Total debt


















Retained earnings


543,911



414,916



308,269



224,315



140,203Total stockholders equity


197,276



312,116



284,790



238,251



185,693Cash dividends declared per common share


















       (1)
    
    Includes gift card breakage income of $7.7 million
    ($4.8 million, after tax, or $0.07 per diluted share),
    other operating income of $4.1 million ($2.6 million,
    after tax, or $0.04 per diluted share) as a result of an
    agreement with our former Executive Vice President and Chief
    Merchandising Officer, partially offset by an asset impairment
    charge of $9.0 million ($5.7 million, after tax, or
    $0.08 per diluted share).(2)
    
    Includes $7.4 million ($4.5 million, after tax, or
    $0.05 per diluted share), net of professional fees, representing
    concessions, primarily from South Bay Apparel Inc., to us for
    prior purchases of merchandise and other operating income of
    $2.1 million ($1.3 million, after tax, or $0.02 per
    diluted share) from the resolution of a dispute with a vendor
    regarding the enforcement of our intellectual property rights. 17




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##### Table of Contents



(3)
    
    53 week fiscal year.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations Introduction  e-commerce www.aeropostale.com www.aeropostale.com e-commerce
        Overview
     18




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##### Table of Contents



Fiscal Year EndedFebruary 2,


February 3,


January 28,2008


2007


2006Net sales (in millions)

$
1,590.9


$
1,413.2


$
1,204.3Total store count at end of period


828



742



671Comparable store count at end of period


734



664



550Net sales growth


12.6
%


17.3
%


24.9
%Comparable store sales growth


3.3
%


2.0
%


3.5
%Comparable average unit retail change


(2.5
)%


3.0
%


(8.0
)%Comparable units per sales transaction change


2.4
%


(1.5
)%


1.8
%Comparable sales transaction growth


3.4
%


0.5
%


10.4
%Net sales per average square foot

$
545


$
543


$
534Average net sales (in thousands)

$
1,932


$
1,924


$
1,890Gross profit (in millions)

$
553.2


$
455.4


$
362.5Income from operations (in millions)

$
202.5


$
167.8


$
135.4Diluted earnings per share

$
1.73


$
1.32


$
1.00Average square footage growth


10
%


14
%


22
%Increase in total inventory at end of period


35
%


10
%


13
%Change in inventory per square foot at end of period


20
%


0
%


(6
)%Percentages of net sales by categoryWomens


61
%


60
%


61
%Mens


25
%


25
%


25
%Accessories


14
%


15
%


14
%   Results
    of Operations
    Fiscal Year EndedFebruary 2,


February 3,


January 28,2008


2007


2006Net sales


100.0
%


100.0
%


100.0
%Gross profit


34.8



32.2



30.1SG&A


21.7



20.5



18.9Asset impairment charges


0.6







Other operating income


0.3



0.2



Income from operations


12.8



11.9



11.2Interest income, net


0.4



0.5



0.3Income before income taxes


13.2



12.4



11.5Income taxes


5.0



4.9



4.5Net income


8.2
%


7.5
%


7.0
%   Sales
  e-commerce
 19




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##### Table of Contents



e-commerce
      Cost
    of Sales and Gross Profit
        SG&A
  e-commerce
   20




---



##### Table of Contents



e-commerce
  Share-Based Payment, a revision of SFAS No. 123,
    Accounting for Stock-Based Compensation
  Other
    Operating Income
      Interest
    Income
      Income
    Taxes
    Net
    Income and Earnings Per Share
     21




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##### Table of Contents



Liquidity
    and Capital Resources
      Fiscal Year EndedFebruary 2,


February 3,


January 28,2008


2007


2006Net cash provided by operating activities

$
171,081


$
177,445


$
144,384Net cash used for investing activities


(6,083
)


(101,135
)


(2,102
)Net cash used for financing activities


(253,153
)


(81,481
)


(43,175
)Effect of exchange rate changes


18







Net (decrease) increase in cash and cash equivalents

$
(88,137
)

$
(5,171
)

$
99,107   Operating
    Activities
     22




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##### Table of Contents



Investing
    Activities
      Financing
    Activities
         23




---



##### Table of Contents



Inflation
    Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


3-5


More ThanTotal


1 Year


Years


Years


5 Years(In thousands)Contractual Obligations:Operating leases

$
591,344


$
87,104


$
169,935


$
148,639


$
185,666Employment agreements


22,609



3,225



19,384







Liabilities for uncertain tax positions


7,805



7,805











Event sponsorship and advertising agreement


2,521



2,521











Total contractual obligations

$
624,279


$
100,655


$
189,319


$
148,639


$
185,666           Accounting for
    Uncertainty in Income Taxes
  Off-Balance
    Sheet Arrangements
   24




---



##### Table of Contents



Critical
    Accounting Estimates
      Merchandise
    Inventory
    Defined
    Benefit Pension Plans
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
  Long-Lived
    Assets
    
    significant changes in the manner of our use of assets or the
    strategy for our overall business; 25




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##### Table of Contents




    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     26




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##### Table of Contents



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


28 and 29Consolidated Balance Sheets


30Consolidated Statements of Income and
    Comprehensive Income


31Consolidated Statements of Stockholders
    Equity


32Consolidated Statements of Cash Flows


33Notes to Consolidated Financial Statements


34   27




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Accounting for
    Uncertainty in Income Taxes, Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans Share-Based
    Payment
    /s/ Deloitte &
    Touche LLP
    28




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Managements Report on Internal Control over Financial
    Reporting
          Accounting for Uncertainty in Income Taxes,
  /s/ Deloitte &
    Touche LLP
    29




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##### Table of Contents



AÉROPOSTALE,
    INC.
 CONSOLIDATED
    BALANCE SHEETS  February 2,


February 3,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
111,927


$
200,064Short-term investments






76,223Merchandise inventory


136,488



101,476Prepaid expenses


13,604



12,175Deferred income taxes


12,961



1,185Other current assets


9,707



7,670Total current assets


284,687



398,793Fixtures, equipment and improvements  net


213,831



175,591Intangible assets






1,400Deferred income taxes


13,073



3,784Other assets


2,578



1,596Total assets

$
514,169


$
581,164LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
99,369


$
63,918Accrued expenses


98,018



100,880Total current liabilities


197,387



164,798Deferred rent and tenant allowances


96,888



88,344Retirement benefit plan liabilities


18,919



15,906Uncertain tax contingency liabilities


3,699



Commitments and contingent liabilitiesStockholders equityCommon stock  par value, $0.01 per share;
    200,000 shares authorized, 89,908 and 88,998 shares
    issued


899



890Preferred stock  par value, $0.01 per share;
    5,000 shares authorized, no shares issued or outstanding






Additional paid-in capital


124,052



101,132Other comprehensive loss


(4,650
)


(5,274
)Retained earnings


543,911



414,916Treasury stock at cost (23,224 and 11,531 shares)


(466,936
)


(199,548
)Total stockholders equity


197,276



312,116Total liabilities and stockholders equity

$
514,169


$
581,164    30




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##### Table of Contents



AÉROPOSTALE,
    INC.
 CONSOLIDATED
    STATEMENTS OF INCOME  Fiscal Year EndedFebruary 2,


February 3,


January 28,2008


2007


2006(In thousands, except per share data)Net sales

$
1,590,883


$
1,413,208


$
1,204,347Cost of sales (includes certain buying, occupancy and
    warehousing expenses)


1,037,680



957,791



841,872Gross profit


553,203



455,417



362,475Selling, general and administrative expenses


345,805



289,736



227,044Asset impairment charges


9,023







Other operating income


4,078



2,085



Income from operations


202,453



167,766



135,431Interest income


6,550



7,064



3,670Income before income taxes


209,003



174,830



139,101Income taxes


79,806



68,183



55,147Net income

$
129,197


$
106,647


$
83,954Basic earnings per common share

$
1.74


$
1.33


$
1.02Diluted earnings per common share

$
1.73


$
1.32


$
1.00Weighted average basic shares


74,315



79,928



82,491Weighted average diluted shares


74,846



80,637



83,906   CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  Fiscal Year EndedFebruary 2,


February 3,


January 28,2008


2007


2006(In thousands)Net income

$
129,197


$
106,647


$
83,954Minimum pension liability (net of tax of $229, $69, and $494)


(582
)


110



(740
)Foreign currency translation adjustment


1,206







Comprehensive income

$
129,821


$
106,757


$
83,214    31




---



##### Table of Contents



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 30, 2005


87,173


$
871


$
78,779


$
(1,271
)


(4,124
)

$
(63,626
)

$
(817
)

$
224,315


$
238,251Net income






























83,954



83,954Stock options exercised


715



8



1,335























1,343Excess tax benefit from
    Stock-based
    compensation










4,759























4,759Repurchase of common stock


















(2,698
)


(44,518
)










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










3,047



(3,047
)


















Stock-based compensation














1,741



















1,741Vesting of stock


9































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


























(740
)






(740
)BALANCE, JANUARY 28, 2006


87,897



879



87,920



(2,577
)


(6,822
)


(108,144
)


(1,557
)


308,269



284,790Net income






























106,647



106,647Stock options exercised


1,078



11



2,343























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


























110







110Adoption of SFAS No. 123(R)










(2,577
)


2,577



















Excess tax benefit from
    Stock-based
    compensation










7,568























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


























(3,827
)






(3,827
)Repurchase of common stock


















(4,709
)


(91,404
)










(91,404
)Stock-based compensation










5,878























5,878Vesting of stock


23































BALANCE, FEBRUARY 3, 2007


88,998



890



101,132







(11,531
)


(199,548
)


(5,274
)


414,916



312,116Net income






























129,197



129,197Stock options exercised


805



8



8,020























8,028Minimum pension liability (net of tax of $229)


























(582
)






(582
)Excess tax benefit from
    Stock-based
    compensation










5,519























5,519Adoption of FIN 48






























(202
)


(202
)Repurchase of common stock


















(11,665
)


(266,692
)










(266,692
)Stock-based compensation










9,381























9,381Foreign currency translation adjustment


























1,206







1,206Vesting of stock


105



1











(28
)


(696
)










(695
)BALANCE, FEBRUARY 2, 2008


89,908


$
899


$
124,052


$




(23,224
)

$
(466,936
)

$
(4,650
)

$
543,911


$
197,276    32




---



##### Table of Contents



AÉROPOSTALE,
    INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Fiscal Year EndedFebruary 2,


February 3,


January 28,2008


2007


2006(In thousands)Cash Flows Provided by Operating ActivitiesNet income

$
129,197


$
106,647


$
83,954Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


36,756



30,029



22,347Stock-based compensation


9,381



5,878



1,741Amortization of tenant allowances and above market leases


(10,315
)


(9,195
)


(7,756
)Amortization of deferred rent expense


2,427



2,333



3,716Pension expense


2,202



2,246



1,672Deferred income taxes


(12,990
)


(10,474
)


6,100Asset impairment charges


9,023







Excess tax benefits from stock-based compensation


(5,519
)


(7,568
)


Other


1,217







Changes in operating assets and liabilities:Merchandise inventory


(35,002
)


(9,568
)


(10,670
)Prepaid expenses and other assets


(4,447
)


2,646



(7,059
)Accounts payable


35,451



6,753



12,307Accrued expenses and other liabilities


13,700



57,718



38,032Net cash provided by operating activities


171,081



177,445



144,384Cash Flows Used for Investing ActivitiesCapital expenditures


(82,306
)


(44,949
)


(58,289
)Purchase of short-term investments


(313,572
)


(513,909
)


(310,901
)Proceeds from sale of short-term investments


389,795



457,723



367,088Net cash used for investing activities


(6,083
)


(101,135
)


(2,102
)Cash Flows Used for Financing ActivitiesPurchase of treasury stock


(266,692
)


(91,403
)


(44,518
)Borrowings under revolving credit facility


31,300







Repayments under revolving credit facility


(31,300
)






Proceeds from stock options exercised


8,020



2,354



1,343Excess tax benefits from stock-based compensation


5,519



7,568



Net cash used for financing activities


(253,153
)


(81,481
)


(43,175
)Effect of exchange rate changes


18







Net (Decrease) Increase in Cash and Cash Equivalents


(88,137
)


(5,171
)


99,107Cash and Cash Equivalents, Beginning of Year


200,064



205,235



106,128Cash and Cash Equivalents, End of Year

$
111,927


$
200,064


$
205,235Supplemental Disclosures of Cash Flow Information:Interest paid

$
110


$



$
Income taxes paid

$
102,051


$
48,352


$
37,274Excess tax benefit from stock-based compensation included in
    change in accrued expenses and other liabilities

$



$



$
4,759Non-cash operating and investing activities

$
313


$
1,984


$
1,541    33




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Summary
    of Significant Accounting Policies  Organization
    Fiscal
    Year
    Use of
    Estimates
      Seasonality
  back-to-school
  Translation
    of Foreign Currency Financial Statements and Foreign Currency
    Transactions
    Cash
    Equivalents
    Fair
    Value of Financial Instruments
   34




---



##### Table of Contents



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

10 yearsLeasehold improvements

Lesser of 10 years 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
 35




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  e-commerce
  Gift
    Cards
    Cost
    of Sales
    Selling,
    General and Administrative Expenses
  e-commerce e-commerce
  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)
 36




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Marketing
    Costs
  e-commerce,
  Stock-Based
    Compensation
  Share-Based Payment, a revision of
    SFAS No. 123, Accounting for Stock-Based Compensation Accounting for Stock Issued to
    Employees
  Segment
    Reporting
  Disclosures about Segments of an Enterprise and Related
    Information , e-commerce
  FiscalMerchandise Categories

2007


2006


2005Young Womens


61
%


60
%


61
%Young Mens


25



25



25Accessories


14



15



14Total Merchandise Sales


100
%


100
%


100
%   Income
    Taxes
  Accounting for
    Income Taxes Accounting for Uncertainty in Income Taxes
 37




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Developments
  SFAS 157-2, SFAS 157-2
  Business Combinations
  Noncontrolling Interest in
    Consolidated Financial Statements
    The Fair Value Option for
    Financial Assets and Financial Liabilities  Including
    an amendment of FASB Statement No. 115
  Fair Value Measurements
  2.
    Common
    Stock Split  three-for-two
 38




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Short-Term
    Investments  available-for-sale Accounting for Certain
    Investments in Debt and Equity Securities
  4.
    Supplier
    Risk Concentration    5.
    Asset
    Impairment    6.
    Other
    Matters     39




---



##### Table of Contents



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.           40




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Fixtures,
    Equipment and Improvements    February 2,


February 3,2008


2007Leasehold improvements

$
206,693


$
160,428Fixtures and equipment


92,297



77,739Computer equipment and software


37,655



23,226Construction in progress


2,330



1,915338,975



263,308Less accumulated depreciation and amortization


125,144



87,717$
213,831


$
175,591     8.
    Accrued
    Expenses    February 2,


February 3,2008


2007Accrued compensation

$
23,076


$
15,553Sales and use tax


3,991



4,369Accrued rent


11,025



11,030Accrued gift cards


16,965



19,290Income taxes payable


27,401



37,802Sales return liability


643



630Payroll tax liabilities


2,658



1,549Other


12,259



10,657$
98,018


$
100,880   9.
    Revolving
    Credit Facility     41




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        
    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.        10.
    Earnings
    Per Share  Earnings Per Share
 42




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal2007


2006


2005Net income

$
129,197


$
106,647


$
83,954Weighted average basic shares


74,315



79,928



82,491Impact of dilutive securities


531



709



1,415Weighted average diluted shares


74,846



80,637



83,906Per common share:Basic earnings per share

$
1.74


$
1.33


$
1.02Diluted earnings per share

$
1.73


$
1.32


$
1.00     11.
    Stock-Based
    Compensation  Accounting for Stock
    Issued to Employees
       43




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal2007

2006

2005Expected volatility

45%

50%

40%Expected term

5.25 years

5.25 years

5 yearsRisk-free interest rate

4.49%

4.86%

4.11%Expected dividend yield

0%

0%

0%Expected forfeiture rate

25%

20%

20%         Stock
    Options
    Weighted-Average


AggregateWeighted Average


Remaining


IntrinsicShares


Exercise Price


Contractual Term


Value(In thousands)





(In years)


(In millions)Outstanding as of February 3, 2007


2,062


$
13.97Granted


591


$
26.56Exercised


(805
)

$
9.96Cancelled


(189
)

$
21.18Outstanding as of February 2, 2008


1,659


$
19.58



5.59


$
15.7Exercisable as of February 2, 2008


539


$
13.09



4.11


$
8.6    44




---



##### Table of Contents



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


Fair Value(In thousands)Non-vested as of February 3, 2007


1,216


$
8.86Granted


591


$
12.35Vested


(503
)

$
8.14Cancelled


(184
)

$
10.19Non-vested as of February 2, 2008


1,120


$
10.80       Fiscal2005Net income:As reported

$
83,954Add: non-vested stock amortization, net of taxes


1,050Less: total stock-based compensation expense determined under
    fair value method, net of taxes


(2,756
)Pro-forma

$
82,248Basic earnings per common share:As reported

$
1.02Pro-forma

$
1.00Diluted earnings per common share:As reported

$
1.00Pro-forma

$
0.98   Non-Vested
    Stock
   45




---



##### Table of Contents



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


Fair Value(In thousands)Outstanding as of February 3, 2007


457


$
19.53Granted


593


$
26.39Vested


(103
)

$
16.21Cancelled


(40
)

$
21.32Outstanding as of February 2, 2008


907


$
24.31     Performance
    Shares
      Weighted-AverageGrant-DateShares


Fair Value(In thousands)Outstanding as of February 3, 2007






Granted


84


$
26.73Vested






Cancelled


(8
)

$
26.73Outstanding as of February 2, 2008


76


$
26.73     12.
    Retirement
    Benefit Plans   46




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          February 2,


February 3,2008


2007CHANGE IN BENEFIT OBLIGATION:Benefit obligation at beginning of period

$
15,147


$
15,004Service cost


534



492Interest cost


901



932Plan amendments






Actuarial (gain)/loss


1,248



(1,281
)Benefits paid






Settlements






Special termination benefits






Benefit obligation at end of period

$
17,830


$
15,147CHANGE IN PLAN ASSETS:Fair value of plan assets at beginning of period

$



$
Actual return on plan assets






Employer contributions






Benefits paid






Settlements






Fair value of plan assets at end of period

$



$
Funded status at end of period

$
(17,830
)

$
(15,147
) 47




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  February 2,


February 3,2008


2007AMOUNTS RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION:Noncurrent assets

$



$
Current liabilities






Noncurrent liabilities


(17,830
)


(15,147
)$
(17,830
)

$
(15,147
)AMOUNTS RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME:Net loss

$
8,108


$
7,281Prior service cost


907



981Total

$
9,015


$
8,262INFORMATION FOR PENSION PLANS WITH AN ACCUMULATED BENEFIT
    OBLIGATION IN EXCESS OF PLAN ASSETS:Projected benefit obligation

$
17,830


$
15,147Accumulated benefit obligation


13,294



10,259Fair value of plan assets






  48




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal2007


2006


2005COMPONENTS OF NET PERIODIC BENEFIT COST:Service cost

$
534


$
492


$
421Interest cost


901



932



732Expected return on plan assets










Amortization of prior service cost


74



74



74Amortization of net loss


421



568



550Net periodic benefit cost

$
1,930


$
2,066


$
1,777OTHER CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED
    IN OTHER COMPREHENSIVE INCOME:Net loss

$
1,248



N/APrior service cost






N/AAmortization of loss


(421
)


N/AAmortization of prior service cost


(74
)


N/AChange in Additional Minimum Liability prior to application of
    SFAS No. 158


N/A



(253
)Total recognized in other comprehensive income

$
753


$
(253
)Total recognized in net periodic benefit cost and other
    comprehensive income

$
2,683


$
1,813WEIGHTED-AVERAGE ASSUMPTIONS USED:Discount rate to determine benefit obligations


5.75
%


5.75
%


5.50
%Discount rate to determine net periodic pension cost


5.75
%


5.50
%


5.25
%Rate of compensation increase


4.50
%


4.50
%


4.50
%          49




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Stock
    Repurchase Program          14.
    Income
    Taxes    Fiscal2007


2006


2005Current:Federal

$
77,489


$
63,561


$
39,360State and local


15,227



15,096



9,687Foreign


80







92,796



78,657



49,047Deferred:Federal


(8,831
)


(8,253
)


5,026State and local


(3,775
)


(2,221
)


1,074Foreign


(384
)






(12,990
)


(10,474
)


6,100$
79,806


$
68,183


$
55,147  50




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal2007


2006


2005Federal statutory rate


35.0
%


35.0
%


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


3.6



4.8



4.9Other


(0.4
)


(0.8
)


(0.3
)Effective rate


38.2
%


39.0
%


39.6
%     February 2,


February 3,2008


2007Current:Inventory

$
543


$
1,094Unredeemed gift cards


7,485



Other


4,933



91$
12,961


$
1,185Non-current:Furniture, equipment and improvements

$
(6,677
)

$
(11,537
)Retirement benefit plan liabilities


7,172



6,124Stock-based compensation


4,687



2,394Deferred rent and tenant allowances


4,507



6,151Net operating loss carry-forwards (NOLs)


2,138



1,303Valuation allowances for NOLs


(462
)


(651
)Other


1,708



13,073



3,784Net deferred income tax assets

$
26,034


$
4,969        51




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. FIN 48-1, FIN 48-1).
    UnrecognizedTax Benefits(In thousands)Balance at February 3, 2007

$
8,956Increases due to tax positions related to prior years


94Increases due to tax positions related to current year


448Increases due to settlements with taxing authorities


286Decreases due to tax positions related to prior years


(78
)Decreases due to lapse of statute of limitations


(112
)Balance at February 2, 2008

$
9,594     15.
    Commitments
    and Contingencies   52




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Due in Fiscal Year

Total2008

$
87,1042009


87,0062010


82,9292011


77,9012012


70,738Thereafter


185,666Total

$
591,344     Fiscal2007


2006


2005Minimum rentals for stores

$
77,640


$
69,733


$
60,110Contingent rentals


13,384



12,164



10,376Office space rentals


2,819



2,255



1,367Distribution centers rentals


3,080



1,539



1,410   Employment Agreements
  Legal Proceedings
      Event Sponsorship and Advertising Agreements
  Guarantees
 53




---



##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Selected
    Quarterly Financial Data (Unaudited)    13 Weeks EndedMay 5,


August 4,


November 3,


February 2,2007


2007


2007


2008(1)Fiscal 2007Net sales

$
275,782


$
311,236


$
412,576


$
591,289Gross profit


88,703



96,878



143,844



223,778Net income


13,752



14,702



36,008



64,735Basic earnings per share


0.18



0.19



0.48



0.96Diluted earnings per share


0.18



0.19



0.48



0.95   13 Weeks Ended


14 Weeks EndedApril 29,


July 29,


October 28,


February 3,2006


2006


2006


2007(2)





(3)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


0.10



0.10



0.41



0.73Diluted earnings per share


0.10



0.10



0.41



0.72     (1)
    
     Includes gift card breakage income of
    $7.7 million ($4.8 million, after tax, or $0.06 per
    diluted share), other operating income of $4.1 million
    ($2.6 million, after tax, or $0.04 per diluted share) as a
    result of an agreement with our former Executive Vice President
    and Chief Merchandising Officer, partially offset by an asset
    impairment charge of $9.0 million ($5.7 million, after
    tax, or $0.08 per diluted share).(2)
    
     Includes other operating income of $2.1 million
    ($1.3 million, after tax, or $0.02 per diluted share) from
    the resolution of a dispute with a vendor regarding the
    enforcement of our intellectual property rights.(3)
    
     Includes $7.4 million ($4.5 million, after
    tax, or $0.05 per diluted share), net of professional fees,
    representing concessions, primarily from South Bay Apparel Inc.,
    to us for prior purchases of merchandise. 54




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##### Table of Contents



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.
  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    Item 11.
    Executive
    Compensation   55




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##### Table of Contents



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 SecuritiesWarrants and Rights


and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


2,641,605


$
21.41



3,692,666Equity compensation plans not approved by security holders










Total


2,641,605


$
21.41



3,692,666   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 27 are
    filed as a part of this Annual Report on
    Form 10-K  2.
    Financial statement schedules are omitted because they are not
    applicable or the required information is shown in the financial
    statements or notes thereto     56




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description3
.1

Form of Amended and Restated Certificate of Incorporation.(1)3
.2

Form of Amended and Restated By-Laws.(1)4
.1

Specimen Common Stock Certificate.(1)10
.1

Aéropostale, Inc. 1998 Stock Option Plan.(1)10
.2

Aéropostale, Inc. 2002 Long-Term Incentive Plan.(1)10
.3

Employment Agreement, dated as of February 1, 2007, between
    Aéropostale, Inc. and Michael J. Cunningham.(2)10
.4

Employment Agreement, dated as of February 1, 2007, between
    Aéropostale, Inc. and Thomas P. Johnson.(2)10
.5

Employment Agreement, dated as of February 1, 2007, between
    Aéropostale, Inc. and Olivera Lazic-Zangas.(3)10
.6

Employment Agreement, dated as of February 1, 2007, between
    Aéropostale, Inc. and Mindy Meads.(4)10
.7

Second Amended and Restated Loan and Security Agreement, dated
    November 13, 2007, by and between Bank of America, N.A. and
    Aéropostale, Inc.(5)10
.8

Collared Forward Repurchase Agreement, dated November 12,
    2007, by and between Bank of America, N.A. and Aéropostale,
    Inc.(5)10
.9

Employment Agreement, dated as of January 30, 2008, between
    Aéropostale, Inc. and Julian R. Geiger.(6)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.*32
.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.(1)
    
    Incorporated by reference to the Registration Statement on
    Form S-1,
    originally filed by Aéropostale, Inc. on March 8, 2002
    (Registration
    No. 333-84056).(2)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    dated February 6, 2007
    (File No. 001-31314).(3)
    
    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).(4)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    dated March 8, 2007
    (File No. 001-31314).(5)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    dated November 15, 2007 (File
    No. 001-31314).(6)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K,
    dated January 31, 2008 (File
    No. 001-31314). 57




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##### Table of Contents



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 1, 2008/s/  Michael
    J. CunninghamMichael
    J. Cunningham

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

April 1, 2008/s/  Ross
    A. CittaRoss
    A. Citta

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

April 1, 2008/s/  Bodil
    ArlanderBodil
    Arlander

Director

April 1, 2008/s/  Ronald
    BeegleRonald
    Beegle

Director

April 1, 2008/s/  Robert
    ChavezRobert
    Chavez

Director

April 1, 2008/s/  Evelyn
    DilsaverEvelyn
    Dilsaver

Director

April 1, 2008/s/  John
    HaughJohn
    Haugh

Director

April 1, 2008/s/  Karin
    Hirtler  GarveyKarin
    Hirtler  Garvey

Director

April 1, 2008/s/  John
    D. HowardJohn
    D. Howard

Director

April 1, 2008/s/  Mindy
    C. MeadsMindy
    C. Meads

President, Chief Merchandising Officer and Director

April 1, 2008/s/  David
    B. VermylenDavid
    B. Vermylen

Director

April 1, 2008  58




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##### Table of Contents



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 2, 2008

$
630


$
569


$
558


$
641Year Ended February 3, 2007

$
654


$
512


$
536


$
630Year Ended January 28, 2006

$
525


$
620


$
491


$
654  59