Codes & Governance
Code of Ethics

The AEO, Inc. Code of Ethics outlines Company standards for acting in a legally and ethically appropriate manner. This Code applies to all associates, officers, suppliers and the Board of Directors of American Eagle Outfitters, Inc. and its subsidiaries. The Code sets forth written standards designed to deter wrongdoing and to promote honest and ethical conduct, legal and regulatory compliance, and full, fair, accurate, timely, and understandable Company public disclosure.

All associates and directors of the company are required to report any known or suspected violations of the Code of Ethics. Violations may be reported anonymously through the AEO Hotline (1-888-587-3582) or online at www.aehotline.com.

In addition, company policy forbids any company official to take any action in retaliation against an associate for reporting or threatening to report a violation of the Code of Ethics in good faith or for cooperating in any investigation of a violation of the Code. Any such retaliation is itself a violation of the Code.

Vendor Code of Conduct

The AEO, Inc. Vendor Code of Conduct is based on universally-accepted human rights and labor rights principles and sets forth our minimum expectations for suppliers. The Code must be posted in every factory that manufactures our clothes in the local language of the workers. All suppliers must contractually agree to abide by the terms of our Vendor Code of Conduct before we will place production with them.

Corporate Responsibility Governance

The American Eagle Outfitters, Inc. Board of Directors' Nominating and Corporate Governance Committee has ultimate oversight of policies and practices related to Corporate Responsibility.

We also have a dedicated team based in the United States and Asia that is responsible for implementing and enforcing our Corporate Responsibility policies on a day-to-day basis. This team reports annually to the Board of Directors, independently of Production and Sourcing.

Guy Bradford, Vice President of Corporate Responsibility and Customs Compliance Officer, leads our corporate responsibility and compliance divisions. He reports to Michael Rempell, Executive Vice President and Chief Operating Officer of the New York Design Center, who also oversees Production and Sourcing for the American Eagle Outfitters® and Aerie® brands.

This organizational alignment is new as of July 2009. In the early days of our social and environmental compliance program, the Vice President of Corporate Responsibility and Customs Compliance Officer reported to the Chief Supply Chain Officer, who oversees logistics and is wholly independent of Production and Sourcing. We believed this independence was critical to establish a clear and autonomous social and environmental compliance function within our supply chain. However, over time these policies and procedures became embedded within our day-to-day operations. Today, for example, each new garment supplier must be inspected and approved by the Corporate Responsibility team before it can be "switched on" in our information technology system and receive production orders.

In July 2009, we therefore evolved this reporting structure into its current form to strengthen alignment between the Corporate Responsibility teams and the Production and Sourcing teams. The teams are now "seated around the same table." This builds stronger internal partnerships, which in turn leads to more informed sourcing strategies and streamlined purchasing practices. Although the Corporate Responsibility team still maintains a high degree of independence and autonomy (including its independent reporting channel to the Board of Directors), we believe this practical, day-to-day integration is a best practice to ensure greater alignment between Production and Corporate Responsibility goals.

Another strength of our organization is that the Vice President of Corporate Responsibility and Customs Compliance Officer oversees other compliance functions, including trade policy and compliance, regulatory compliance, product safety, and merchandise payables. This breadth of authority provides deep insight into import and export processes and controls (such as transparency requirements for apparel and apparel components mandated by Free Trade Agreements and other trade preference programs), as well as final control over merchandise payables. In rare but serious instances where a supplier has committed an egregious compliance violation, the Vice President of Corporate Responsibility has the power to delay or withhold payment on purchase orders until the issue is resolved satisfactorily. This is a powerful tool of leverage, albeit one of last resort.