American Eagle Outfitters Inc. Subject: Code of Ethics Last Revised: 6/2016 INTRODUCTION The American Eagle Outfitters, Inc. s (the Company ) Code of Ethics guides Associates in conducting themselves in a legally and ethically appropriate manner, and defines various responsibilities of all Associates of the Company. This Code applies to all Associates and the Board of Directors of the Company and its subsidiaries. It sets forth written standards designed to deter wrongdoing and to promote: - Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; - Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission and in other public communications made by the Company; - Compliance with applicable laws, rules and regulations; - The prompt internal reporting to the most appropriate person, from your supervisor, your Human Resources representative or a member of our Legal Department, or through the AEO Hotline phone 888-587-3582 or at aehotline.com, which may be done anonymously; and - Accountability for adherence to the Code. Abiding by this Code is a condition of your employment with the Company. Any failure to follow these guidelines will result in disciplinary action, which may include termination of employment for a first offense, payment of damages and criminal penalties under the law. COMPLIANCE WITH LAWS You are responsible for knowing and following all laws, rules and regulations that apply to your job at the Company. If you are unsure regarding a legal requirement or the application of a law to your particular situation, you should ask a member of our Legal Department.
CONFLICTS OF INTEREST All business decisions must be made in the best interest of the Company. Your personal interests and what is best for the Company are not always the same. These conflicts of interest, including situations resulting in the appearances of a conflict, should be avoided, with limited exceptions. Conflicts of interest include those situations where you have an ownership interest in a Company vendor, supplier, service provider or landlord, or in a competitor of the Company. This potential for conflict extends not just to you, but also includes members of your immediate family, which means the following relationships, whether established by blood or marriage (for example, in-law or step relationships): spouse; domestic partner; parent; child; sibling (brother or sister); legal guardians; and any other person sharing your household, except for tenants or employees. Examples of activities that could represent a conflict of interest include: - Having a significant ownership interest in a company doing business with the Company; - Holding a second job that interferes with your ability to do your regular job; or - Hiring for the Company a supplier, distributor or other service provider managed or owned by one of your relatives or close personal friends. If the conflict cannot be avoided or where an advantage is provided to the Company, the conflict must be disclosed in advance and in writing to your supervisor and to the Chief Financial and Administrative Officer and General Counsel in accordance with the Company s Related Party Transaction Policy. All related party transactions involving executive officers or directors must be approved in advance by the Audit Committee of the Board of Directors. These transactions must also be disclosed in accordance with SEC regulations. GIFTS AND BUSINESS ENTERTAINMENT Third Parties: Gifts & Personal Benefits You may provide or receive non-cash nominal gifts valued at or under U.S. $50 to or from a current or potential agent, vendor, licensee, consultant, joint venture partner, supplier, service provider, landlord, or other third party representative ( Third Party ), as long as the intent of the gift is not to improperly obtain or retain business or get an unfair advantage for AEO or its Associates. Under no circumstances should AEO Associates accept a gift at a location other than their place of business. Furthermore, under no circumstances may you offer, give, solicit or accept directly or indirectly (e.g. through a family member) cash, cash equivalents (such as gift cards, vouchers, pre-paid credit cards or cash value coupons), securities or monetary instruments, whether outright or as a loan. The only permissible loans are from financial institutions made in the ordinary course of their business and on generally available terms and conditions.
With Third Parties: Meals & Entertainment AEO Associates may provide or attend business-related meals or entertainment with current or potential Third Parties. Third Parties include AEO agents, vendors, licensees, consultants, joint venture partners, suppliers, service providers and other third party representatives. Regardless of who pays, each meal or entertainment must be equal to or under the caps per person outlined in AEO s Travel and Expense policies, as long as the cost is approved by the AEO Associate s immediate supervisor, and the intent of the meal or entertainment is not to improperly obtain or retain business, get an unfair advantage for AEO or its Associates, influence any decision by AEO or get an unfair advantage from AEO. Business Meals & Entertainment USA or Cap Per Person in U.S. Dollars Breakfast International $75.00 Lunch $125.00 Dinner $250.00 Entertainment Event $250.00 Associates should seek prior approval from their immediate supervisor if they know or anticipate that they will or may exceed the meal or entertainment caps. If it is not practicable to seek approval in advance, after the event Associates must immediately report the excess spend to their immediate supervisor and obtain approval. To assist in seeking this approval, a form is available on AEO s policy management platform, PolicyTech, or you may contact AEO s Compliance Specialist in the Legal Department at (412) 432-4549 or PolicyCompliance@ae.com. Meals or entertainment that exceed U.S. $500 (or equivalent) per person in the aggregate, provided to or from a Third Party, in a calendar year must be approved in advance, if practicable, by the AEO Associate s immediate supervisor. The supervisor must then seek approval from a member of AEO s Executive Leadership Team ( ELT ) and the Chief Compliance Officer. If it is not practicable to seek approval in advance, after the event Associates must immediately report the excess spend to their immediate supervisor and obtain approval. The supervisor must then seek approval from a member of AEO s ELT and the Chief Compliance Officer. To assist in seeking these approvals, a form is available on AEO s policy management platform, PolicyTech, or you may contact AEO s Compliance Specialist in the Legal Department at (412) 432-4549 or PolicyCompliance@ae.com. AEO Associates may be held responsible for the reimbursement to AEO or the Third Party of any amount that exceeds the above caps per person that has not been reported and approved, consistent with these policies. All business-related entertainment expenses must be properly documented in accordance with the Company s Travel and Expense Policy. Please remember you represent AEO when you participate in meals and/or entertainment with Third Parties. AEO Associates should exercise sound business judgement and are subject to all applicable AEO policies, including guidelines set forth in AEO s Workplace Culture Policy. Please refer to AEO s Workplace Culture Policy for additional information.
Government Officials, Representatives & Family Members Gifts, payments or meals should never be provided, directly or through an agent, to any governmental official, his/her representative or family member in any country unless advance written permission has been obtained from the Legal Department prior to offering anything to or entertaining a government official, his/her representative or family member. Government officials include, regardless of rank or position, any (i) employee or agent of a government; (ii) employee or agent of a government-owned or -controlled business, entity or instrumentality (such as a state-owned hospital or utility); (iii) political party or party official; (iv) candidate for political office; (v) employee or agent of a public international organization (such as the Red Cross, the United Nations and similar organizations); and (vi) members of royal families. Government officials include police and customs agents. Such actions may be in violation of the U.S. Foreign Corrupt Practices Act, UK Bribery Act or other applicable anti-corruption law. To obtain advance written permission, please submit the Government Gift Request Form or Government Meal/Entertainment Request Form. All required forms can be obtained through AEO s policy management platform, PolicyTech, or by contacting AEO s Compliance Specialist in the Legal Department at (412) 432-4549 or PolicyCompliance@ae.com. You may not solicit, receive or accept anything of value, including a gift or personal benefit, from any government official. Any questions on this issue should be addressed to the Legal Department. Please also refer to the Global Anti-Corruption Policy and the Travel and Expense Policy for more information. Examples of the above guidelines on gifts, personal benefits, meals and entertainment and commentary include: 1. A vendor who conducts business on behalf of AEO in Hong Kong visits our facility in Hong Kong. You buy lunch worth U.S. $55 for him/her. This is not a violation. Why? Generally, providing legitimate business-related meals is allowed if it is under the U.S. $125 per person cap for lunch. Any amount above the per-person caps with Third Parties must be reported to and approved by your immediate supervisor prior to or immediately after the event. 2. A group of government officials visit our distribution center in China for a scheduled inspection. You buy lunch for them. This is a violation. Why? You must obtain advance written permission from the Legal Department prior to offering anything to or entertaining a government official, his/her representative or family members. To obtain advance written permission, you should submit the Government Gift Request Form or Government Meal/Entertainment Request Form. 3. A vendor with whom AEO does business in China takes you and your team out to dinner at a restaurant in New York you suspect will cost more than $250 per person. You accept and do not report the dinner to your supervisor because the entire team is invited and because the vendor only takes your team out to dinner once a year when they are in town. This is a violation. Why? It is against AEO policy to accept a dinner that exceeds the $250 cap per person. If you believe there is a legitimate business purpose for the vendor to pay for an
annual team dinner that exceeds the $250 cap per person, you must report to and seek approval from your immediate supervisor for the excess spend prior to or immediately after the event. 4. A vendor sends you a gold pen as a gift that you should reasonably know is worth U.S. $50. This is a not violation. Why? You may provide or receive non-cash nominal gifts valued at or under U.S. $50 to or from current or potential Third Parties as long as the intent of the gift is not to improperly obtain or retain business or get an unfair advantage for AEO or its Associates. 5. A vendor gives you two tickets to a professional sporting event, with a face value of U.S. $75, and the vendor will not be able to attend the event. This is a violation. Why? There is no legitimate business purpose given the vendor will not attend the event. Therefore the tickets are not entertainment but are considered a gift and Associates may not receive gifts valued more than U.S. $50 from any Third Parties. You should advise the vendor about our policies regarding gifts as well as notify the Chief Compliance Officer. 6. A vendor who conducts business on behalf of AEO in the United States gives you and a co- worker tickets to a concert each with a face value of U.S. $275 and you plan to meet the vendor's team at the event. The immediate supervisors for you and your co-worker provided written approval for you and your co-worker to join the vendor s team at the concert. This is not a violation. Why? The Associates obtained prior written approval from their immediate supervisors to exceed the U.S. $250 per person cap for attending an entertainment event. 7. A Company vendor offers to let your family use her condominium at the beach for a week without charge. This is a violation. Why? The use of the condominium is a personal benefit that is the same as a gift and clearly in excess of U.S. $50 in value that is prohibited under this Code. You should advise the vendor about our policies regarding gifts as well as notify the Chief Compliance Officer. 8. A friend, a principal at a school owned by the Indian government, tells you that he has a great idea to boost your business. He will encourage all of his students to shop at your store and in exchange, your friend asks that you provide him with your friends and family discounts, which, he says, are nothing compared to the huge increase in sales AEO will receive. This is a violation. Why? It is against AEO policy to provide him with anything of value in exchange for his offer. Immediately contact the Chief Compliance Officer. 9. A government agent walks into an AEO store in Mexico and notifies you that he sees multiple violations. The agent states that he must report you and issue a substantial fine. He also mentions that the violations could be taken care of another way, if you pay him a small cash gift to avoid all of the penalties. This is a violation. Why? It is against AEO policy to provide him with anything of value in exchange for his offer. Immediately contact the Chief Compliance Officer. 10. A Chinese vendor offers you a red envelope in the amount of U.S. $20 during Chinese New Year. You accept because the vendor tells you that red envelopes are customary and that the vendor is giving them to all companies with which they do business. This is a violation.
Why? Under no circumstances should any AEO Associate offer, give, solicit or accept cash or cash equivalents from a Third Party. You should advise the vendor about our policies regarding gifts as well as notify the Chief Compliance Officer. CONFIDENTIAL INFORMATION In the course of working at the Company you may have access to confidential information of the Company or our suppliers. Confidential information is information that is not known by the public. Some examples include, but are not limited to: trade secrets, as well as, personal health information, business strategies, plans or budgets; methods of operation; merchandise designs, patterns, fabrications or fit; names of vendors; vendor pricing; training manuals and materials; unannounced financial results, such as sales or earnings; organizational charts and other confidential business information. Confidential information does not include information about wages, hours or terms and conditions of employment. Use confidential information only as necessary to do your job. Never use it for your own personal benefit. Discuss work matters only with other AEO employees who have a specific business reason to know or have access to such information. Do not discuss work matters in public places. Never share confidential information within the Company unless required as a part of your job. Avoid discussing it in public places. Before disclosing confidential information outside of the Company, you must make sure a non-disclosure agreement has been signed by the outside party first and authorized by an officer of the Company. Your obligation to preserve confidential information continues after the termination of your employment with the Company. You must return all Company materials, such as manuals, computers, documents, software, etc. on or before your last day of employment. You may not divulge or use in any way confidential information or documents containing confidential information that you learned about or received while working for the Company. Nothing in this section prohibits Associates from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of state law, federal law or regulation. In accordance with the Defend Trade Secrets Act of 2016, an Associate will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding and that the Associate does not disclose the trade secret, except pursuant to court order.
ANTITRUST It is the Company s policy to comply with all federal and state antitrust laws. The responsibility for our antitrust compliance rests with our individual associates. Antitrust laws prohibit illegal restraints of trade and unfair competition. You should not enter into any discussions or agreements with our competitors that affect product pricing, marketing or labor practices. INSIDER TRADING It is against the law to trade in Company stock if you know material information about the Company that has not yet been made public. You should refer to the Company s Securities Law Compliance Policy for information on open trading windows and whether you must pre-clear any purchase or sale of Company stock. ACCURACY OF COMPANY FINANCIAL RECORDS The Company files reports with the Securities and Exchange Commission and makes other disclosures to the investing public. You have an obligation to ensure that these reports and disclosures are full, fair, accurate, timely and understandable by maintaining the accuracy and completeness of all records, accounts and information that you prepare as part of your job. The Company s Board of Directors, executive officers and associates of the Company, and any person acting under their direction, cannot direct or allow any other person to take any action to fraudulently influence, coerce, manipulate or mislead the Company's internal audit group or independent registered public accounting firm for the purpose of rendering the Company's financial statements misleading. You must comply with all Company accounting policies, procedures and internal controls. If you have any concerns about the Company s accounting, internal controls or financial reporting, you must report them through the AEO Hotline: 888.587.3582 or aehotline.com. THEFT OF COMPANY ASSETS Taking or using Company assets for personal purposes without appropriate permission from the Company is stealing and prohibited. Company assets may never be used for illegal purposes. You are prohibited from doing anything that involves theft, fraud, embezzlement or misappropriation of Company assets. If you learn of any such activity, you must report the details through the AEO Hotline.
TREATMENT OF PEOPLE AEO is a company that is committed to providing a work environment in which all associates are treated with respect and dignity. AEO seeks to create an environment where Associates have access to the tools necessary to succeed and to foster an inclusive and collegial community of high-performance and teamwork. As we work towards continually enhancing AEO s culture, it is important to emphasize that you are the foundation of it. Each and every one of you can contribute and is accountable for fostering a positive workplace culture that promotes equal opportunity. AEO is an Equal Opportunity Employer and is committed to complying with all federal, state and local equal employment opportunity ( EEO ) laws. AEO prohibits discrimination against Associates and applicants for employment because of the individual s race or color, religion or creed, alienage or citizenship status, sex (including pregnancy), national origin, age, sexual orientation, disability, gender identity or expression, marital or partnership status, domestic violence or stalking victim status, genetic information or predisposing genetic characteristics, military or veteran status, or any other characteristic protected by law. This Policy applies to all AEO activities, including, but not limited to, recruitment, hiring, compensation, assignment, training, promotion, performance evaluation, discipline and discharge. As detailed below, this Policy also prohibits discriminatory harassment. AEO also provides reasonable accommodation of religion, pregnancy and disability in accordance with applicable law. The Company does not tolerate harassment as outlined in AEO s Workplace Culture Policy. This prohibition applies whether the harassment is based on one s protected status or not. Any violations of this policy should be promptly reported as set forth below under Reporting Violations. OTHER COMPANY POLICIES The Company has a number of other policies and procedures in addition to this Code. You are required to know and obey all of the Company policies and procedures that apply to your job. From time to time, new policies and procedures will be adopted and existing policies and procedures will be revised. We have the right to make these changes effective without notice; however, we will notify all affected Associates as soon as practical.
GUIDANCE ON COMPLYING WITH THIS CODE If you are unsure or have any question about the application of this Code, you should seek the advice and guidance of your supervisor, your Human Resources representative or a member of the Legal Department. When in doubt do not hesitate to ask! WAIVER OF COMPLIANCE Any waiver of this Code for an Associate may be made only by the Chief Executive Officer or the CEO s designee. Any waiver of this Code for a Director or Executive Officer may be made only by the disinterested members of the Board of the Directors or the Nominating and Corporate Governance Committee of the Board and shall be disclosed to the public on the Company s website or by filing with the U.S. Securities and Exchange Commission as required by law. REPORTING VIOLATIONS If you learn of a violation of this Code or have good reason to suspect a violation, you must report it to the appropriate person. Depending on the circumstances, this could be your supervisor, your Human Resources representative, or a report through the AEO Hotline. In all cases, report the violation to a member of the Legal Department. All reported violations, including the identity of the Associate making the report, will be kept confidential to the extent possible under the circumstances. You may always report a violation anonymously without providing your name or other personal information through the AEO Hotline phone (888-587- 3582) or at www.aehotline.com. Even if reporting anonymously, it is important that you provide as many details regarding the incident as possible, e.g., who you suspect is involved, at what location, any other parties, etc. NO RETALIATION It is strictly against Company policy for a Company official to take any action in retaliation against an Associate for reporting or threatening to report a violation of this Code in good faith or for cooperating in any investigation of a violation of this Code. Any such retaliation is itself a violation of this Code. An Associate who retaliates against someone who has reported a violation in good faith is subject to disciplinary action up to and including termination of employment. CONFIRMATION OF COMPLIANCE You will be required to certify in writing (or by electronic means) on an annual basis to confirm that you have read and understand the guidelines in this Code of Ethics and that you are not aware of any violation of these guidelines by yourself or any other person.
RELATED POLICIES For a detailed explanation of reporting, investigating and handling of reported violations, refer to: Workplace Culture Policy Global Anti-Corruption Policy Anti-Corruption Dos and Don ts Anti-Fraud and Financial Reporting Whistleblower Policy