Express

2022 Annual Report

 

Tim Baxter, Chief Executive Officer
Dear Fellow Shareholders,
Since early 2020 when we launched the
EXPRESSway Forward strategy, we have been
transforming Express from being known as a
store in the mall to a brand with a purpose,
powered by a styling community. In January of
2023, we began a strategic partnership with
WHP Global and a new chapter to transform our
Company to create long-term shareholder value.
The gross proceeds from that transaction
generated $260 million which strengthened our
balance sheet, and provided us with capital to
repay our term loan and a portion of our
revolving credit facility; and just a few months
later, we announced the joint acquisition of
menswear brand and retail innovator Bonobos.
In this chapter of our transformation to create
long-term shareholder value, we will focus on
achieving profitable growth in our core Express
business; optimizing our fully integrated
omnichannel platform; accelerating growth &
profitability in partnership with WHP Global; and
operating with consistent and rigorous financial
discipline.
The Express brand is guided by our EXPRESSway Forward strategy and we continued to
advance each of its foundational pillars of Product, Brand, Customer, and Execution in 2022.
Our Express men’s business delivered a record year with positive comparable sales of 12% and
growth in all major categories.
Our Express brand purpose — We Create Confidence. We Inspire Self-Expression. — is resonating
and our styling community is growing. We recruited 1500 Style Editors, held 171 brand events,
and generated 1.7 billion marketing and 510 billion PR impressions.
We are operating with the highest number of loyalty program members in our Company’s history,
saw strong spend per customer and were named one of the best loyalty programs by Newsweek.
Our Retail stores delivered positive comparable sales of 5%, and our Express Factory Outlets
delivered positive comparable sales of 4% and record sales and profit; we opened six Express
Edit concept stores in four key markets with strong results; and we continued to refine our ‘in real
life’ pilot store model and apply learnings across the balance of our fleet.

While we’ve made significant progress, we have not yet delivered on our long term goal of a mid-
single-digit operating margin. We are acting with urgency and taking the necessary steps to
improve the profitability of the business.
Our UpWest brand had a great year with sales growth of 43%. Digital sales continued to grow,
we expanded the brick & mortar fleet to 13 stores and successfully launched the brand’s first
wholesale relationship with Nordstrom.
As part of our commitment to create long-term shareholder value, we advanced our
Environmental, Social and Governance (ESG) commitment. We established ESG governance
committees to provide oversight and ensure cross-functional alignment, and presented our ESG
mission and goals for the ongoing advancement of our Diversity, Equity & Inclusion; Giving &
Mentoring; and Conscious Sourcing & Product initiatives on our corporate website. We launched
five Community@Express affinity groups led by our DE&I Stewards and members of our
Executive Leadership Team to provide forums for awareness, understanding and allyship; and
were recognized by Forbes Best Employers for Diversity as #80 out of 500. Our Dream Big
Project partnership with Big Brothers Big Sisters of America continued, and through corporate,
associate and customer donations, we provided $1.6 million in support of the Big Futures
mentorship program.
We launched our Employer Value Proposition with a new career website featuring associate
stories and experiences; introduced VP- and Director-level leadership development programs to
advance their capabilities; elevated our campus career fair presentation and formed relationships
with five top undergraduate institutions to build a pipeline of early career talent; and redesigned
our summer internship program with an outcome of 5400 applications for 30 spots. Recognizing
the highly competitive talent market, we enhanced our benefits offerings to include mental health
resources and an expanded parental leave program, and expanded our Flex@Express hybrid
work model.
While each of the above is meaningful, we consider our most significant accomplishment the
formation of the strategic partnership with WHP Global as we begin the next phase of our
Company’s transformation to create long-term shareholder value.
This is a bold new chapter for EXPR and I look forward to updating you on our progress.
Tim Baxter
Chief Executive Officer
April 28, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fif scal year ended January
r 28, 2023
OR
☐
TRA
R NSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period frf om
to
Commission fif le number: 001-34742
EXPRESS, INC.
(E
( x
E act name of regi
e si trant as spe
s
cifi if ed in itst charter)r
Delaware
26-2828128
(St
( ate or other jurisi diction of incorpor
r
ation or organi
r
zi ation)
(I( .R
I
.S. Em
E pl
m oyer Ide
I
ntifi if cation No.)
N
1 Express Drive
Columbus, Ohio
43230
(A
( ddress of pr
f
incipal
i
ex
e ecutive offf if ces)s
(Z
( i
Z pi Code
C
)e
Registrant's telephone number, including area code: (614) 474-4001
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value
EXPR
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defif ned in Rul
R e 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to fif le reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has fif led all reports required to be fif led by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for
f
such shorter period that the registrant was required to fif le such reports), and (2) has been subject to such fif ling requirements for
f
the past 90 days. Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every
r Interactive Data File required to be submitted pursuant to Rul
R e 405 of
Regulation S-T (§ 232.405 of this chapt
a er) during the preceding 12 months (or for
f
such shorter period that the registrant was required to submit such fif les).
Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated fif ler, an accelerated fif ler, a non-accelerated fif ler, a smaller reporting company, or an
emerging growth company. See the defif nitions of "large accelerated fif ler," "accelerated fif ler," "smaller reporting company," and "emerging growth company"
in Rul
R e 12b-2 of the Exchange Act.
Large accelerated fif ler
☐
Accelerated fif ler
☒
Non-accelerated fif ler
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
f
complying with any new or
revised fif nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has fif led a report on and attestation to its management’s assessment of the efff ef ctiveness of its internal control
over fif nancial reporting under Section 404(b) of the Sarba
r
nes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fif rm that prepared or issued its
audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the fif nancial statements of the registrant included in the fif ling
reflf ect the correction of an error to previously issued fif nancial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery
r analysis of incentive-based compensation received by
any of the registrant’s executive offf if cers during the relevant recovery
r period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defif ned in Rul
R e 12b-2 of the Act). Yes ☐
No ☒
Aggregate market value of the registrant's common stock held by non-afff if liates of the registrant as of July 30, 2022: $111,275,008.
The number of outstanding shares of the registrant's common stock was 73,761,930 as of Februa
r
ry
r 25, 2023.
EXPRESS, INC. | 2022 Form 10-K | 1

DOCUMENT INCORPORATED BY REFERENCE:
Certain portions of the registrant's definitive Proxy Statement fo
f r its 2023 Annual Meeting of Stockholders, which is
expected to be filed with the Commission within 120 days aftf er the end of the registrant's 2022 fiscal year ("Proxy
Statement fo
f r our 2023 Annual Meeting of Stockholders"), to be held on June 7, 2023, are incorporated by reference
into Part III of this Annual Report on Form 10-K.
EXPRESS, INC. | 2022 Form 10-K | 2

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
4
RISK FACTOR SUMMARY
4
Part I
7
Item 1.
Business
7
Item 1A.
Risk Factors
14
Item 1B.
Unresolved Staff Comments
29
Item 2.
Properties
29
Item 3.
Legal Proceedings
29
Item 4.
Mine Safety Disclosures
29
Part II
30
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
30
Item 6.
[Reserved]
31
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
32
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
45
Item 8.
Financial Statements and Supplementary Data
47
Consolidated Balance Sheets
51
Consolidated Statements of Income and Comprehensive Income
52
Consolidated Statements of Changes in Stockholders' Equity
53
Consolidated Statements of Cash Flows
54
Notes to Consolidated Financial Statements
55
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure
78
Item 9A.
Controls and Procedures
78
Item 9B.
Other Information
79
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
79
Part III
80
Item 10.
Directors, Executive Officers and Corporate Governance
80
Item 11.
Executive Compensation
80
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
80
Item 13.
Certain Relationships and Related Transactions, and Director Independence
80
Item 14.
Principal Accounting Fees and Services
81
Part IV
82
Item 15.
Exhibits, Financial Statement Schedules
82
Item 16.
Form 10-K Summary
85
SIGNATURES
86
EXPRESS, INC. | 2022 Form 10-K | 3

FORWARD-LOOKING STATEMENTS
Th
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t
expendid ture
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and fif ni anciai l re
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t
our plans, objb ectit ves, strt a
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t e expected outcome of such plans,
objb ectit ves, strt a
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th
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Annual Reportr
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Th
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should not be constrt u
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t e Securir tit es and Exch
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Commissi
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RISK FACTOR SUMMARY
Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This
summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk
factor summary, and other risks that we face, can be fo
f und under the heading “Risk Factors” in Part I, Item 1A in
this Annual Report on Form 10-K:
Operational and Industry
r
Risks
▪
general economic conditions and changes in consumer spending, including as a result of recent high inflation and fears of a potential
recession;
▪
customer trafff ic at malls, shopping centers, and at our stores;
▪
the COVID-19 pandemic has had, and may in the future have, an adverse efff ect on our business operations, financial condition,
liquidity and cash flow;
▪
competition from other retailers;
▪
our dependence upon independent third parties to manufacture all of our merchandise;
▪
changes in the availability and cost of raw materials, labor, and freight;
▪
labor shortages;
▪
supply chain disruption and increased tarifff s;
f
▪
geopolitical risks, including impacts from the ongoing conflict between Russia and Ukraine and increased tensions between China
and Ta
T iwan;
▪
difff iculties associated with our third-party owned distribution facilities;
▪
natural disasters, extreme weather, public health issues, including pandemics, fire, and other events that cause business interruption;
and
▪
our reliance on third parties to provide us with certain key servi
r ces fo
f r our business.
EXPRESS, INC. | 2022 Form 10-K | 4

Strategic Risks
▪
our ability to identifyf
and respond to new and changing fashion trends, customer preferences, and other related factors including
selling through inventory at an appropriate price;
▪
fluctuations in our sales, results of operations, and cash levels on a seasonal basis and due to a variety of other factors, including our
product offf erings relative to customer demand, the mix of merchandise we sell, promotions, inventory levels, and sales mix between
stores and eCommerce;
▪
our dependence on a strong brand image;
▪
our ability to adapt to changes in consumer behavior and develop and maintain a relevant and reliable omnichannel experience fo
f r
our customers;
▪
our dependence upon key executive management; and
▪
our ability to execute our growth strategy, including but not limited to, engaging our customers and acquiring new ones, executing
with precision to accelerate sales and profitability, putting product first, and reinvigorating our brand.
Risks Related to our Strategic Partnership with WHP
▪
our ability to realize success in our strategic partnership with WHP and the potential fo
f r the relationship with WHP to divert resources
away from existing operations or expose us to liabilities; and
▪
our inability to realize the benefits and synergies of the transaction.
Information Technology Risks
▪
the failure or breach of info
f rmation systems upon which we rely;
▪
the increase of our employees working remotely and use of technology fo
f r work functions; and
▪
our ability to protect our customer data from fraud and theftf .
Financial Risks
▪
our substantial lease obligations;
▪
restrictions imposed on us under the terms of our current credit facility, including asset based requirements related to inventory levels,
ability to make additional borrowings, and restrictions on our ability to repurchase shares of our common stock;
▪
our inability to maintain compliance with covenants in our current credit facility; and
▪
impairment charges on property and equipment and our right of use assets.
Legal, Regulatory
r
and Compliance Risks
▪
claims made against us resulting in litigation or changes in laws and regulations applicable to our business;
▪
our inability to protect our trademarks or other intellectual property rights that may preclude the use of our trademarks or other
intellectual property around the world;
▪
changes in tax requirements, results of tax audits, and other factors including timing of tax refund receipts, that may cause
fluctuations in our efff ective tax rate and operating results; and
▪
our failure to maintain adequate internal controls.
Stock Ownership Risk Factors
▪
our inability to pay dividends and repurchase shares;
▪
our charter documents and applicable law may discourage or delay acquisition attempts;
▪
our failure to regain compliance with the continued listing requirements of the New Yo
Y rk Stock Exchange ("NYSE"), or any future
failure to meet those requirements, could result in the delisting of our common stock;
▪
our shares of common stock may experience extreme volatility and purchases of our common stock could incur substantial losses;
▪
our stock price may incur rapid and substantial increases or decreases that may not coincide in timing with the disclosure of news or
developments afff ecting us;
▪
potential short squeezes related to our common stock have led to, and could again lead to, extreme price volatility in shares of our
common stock; and
▪
info
f rmation available in public media that is published by third parties, including blogs, articles, message boards and social and other
media may include statements not attributable to us and may not be reliable or accurate.
We derive many of our fo
f rw
r ard-looking statements from our operating budgets and fo
f recasts, which are based upon
many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difff icult
to predict the impact of known factors, and it is impossible fo
f r us to anticipate all factors that could afff ect our actual
results. For a discussion of these risks and other risks and uncertainties that could cause actual results to difff er
materially from those contained in our fo
f rw
r ard-looking statements, please refer to “Item 1A. Risk Factors included
EXPRESS, INC. | 2022 Form 10-K | 5

elsewhere in this Annual Report. The fo
f rw
r ard-looking statements included in this Annual Report are made only as of
the date hereof. We undertake no obligation to publicly update or revise any fo
f rw
r ard-looking statement as a result of
new info
f rmation, future events, or otherw
r ise, except as required by law.
EXPRESS, INC. | 2022 Form 10-K | 6

PART I
ITEM 1. BUSINESS.
In th
t isi
sectit on, "E
" xp
E
re
r ss", "we
w ", "u
" s", "t" h
t e Company", and "o
" ur" re
r fe
f r to Exp
E
re
r ss, Inc. and itst
consolil dated
subsidid ai rir es as a combini ed entit ty.
t
Our fif sca
i
l year ends
d
on th
t e Saturd
r ay closest to January
r
31. Fi
F sca
i
l years
r
are
r
re
r fe
f rrr e
r d to by th
t e calendar year ini
wh
w ich th
t e fif sca
i
l year commences. Alll re
r fe
f re
r nces here
r ini
to th
t e Company's'
fif sca
i
l
years
r are
r
as fo
f lll ows
w :
Fiscal Year
Year Ended
Number of Weeks
2022
January 28, 2023
52
2021
January 29, 2022
52
2020
January 30, 2021
52
GENERAL
Express, Inc., together with its subsidiaries (“Express” or the “Company”), is a fashion retail company whose
business includes an omnichannel operating platfo
f rm, physical and online stores, and a multi-brand portfo
f lio that
includes Express and UpWest. The Express brand launched in 1980 with the idea that style, quality and value
should all be fo
f und in one place. To
T day, Express is a brand with a purpose - We
W
Cre
r ate Confif dence. We
W
Inspiri e
r
Self-f Exp
E
re
r ssion. - powered by a styling community. UpWest launched in 2019 with a purpose to Provide Comfo
f rt fo
f r
People & Planet.
As of January 28, 2023, we operated 553 stores across the United States and in Puerto Rico, including 198 factory
outlet stores. Our stores are located primarily in high-trafff ic shopping malls, lifestyle centers, outlet centers, and
street locations, and average approximately 8,200 gross square feet. We also sell our products through our online
store, www.express.com, our mobile app, as well as through franchisees who operate Express locations in Latin
America pursuant to franchise agreements. Our 2022 merchandise sales were comprised of 92% apparel and 8%
accessories and other and 52% women's and 48% men's.
WHP Strategic Partnership
On December 8, 2022, we entered into a strategic partnership with WHP Global (“WHP”), a leading global brand
management firm. The mutually transfo
f rmative strategic partnership advances our omnichannel platfo
f rm which is
expected to drive accelerated, long-term growth through the acquisition and operation of a portfo
f lio of brands. The
Company and WHP also fo
f rmed EXP To
T pco, LLC, an intellectual property joint venture (the “Joint Ve
V nture”),
intended to scale the Express brand through new domestic category licensing and international expansion
opportunities. Refer to Note 4 included elsewhere in this Annual Report fo
f r further discussion regarding the WHP
partnership.
COMPETITION AND COMPETITIVE STRENGTHS
The apparel retail market is highly competitive. We compete with other omni-channel retailers that engage in the
retail sale of women's and men's apparel, accessories, and similar merchandise. We compete on the basis of a
combination of factors, including, among others, style, breadth, quality, and price of merchandise offf ered, in-store
and online customer experience, and brand image.
We believe we difff erentiate ourselves from our competitors as fo
f llows:
•
Es
E ta
t blil s
i hed Life
f sty
t l
y e Bra
r nd
With more than 40 years of heritage, we are a fashion-fo
f rw
r ard apparel brand and style community whose
purpose is to create confidence and inspire self-f expression. From wardrobe essentials to the latest trends,
we outfit doers, makers, movers and shakers with clothing designed fo
f r real-life versatility. At Express, we
believe that everyone should dream big and dress accordingly. Our clothing is an edit of the top trends to
EXPRESS, INC. | 2022 Form 10-K | 7

create a modern, flexible wardrobe. The Express brand difff erentiates itself by offf ering terrific value, great
fits, premium fabrics and impeccable details, with each style designed to help you express your style.
•
Reengin
i eere
r d Go To
T
Ma
M rk
r e
k t Pr
P o
r cesses
We implemented our new go to market process in the Spring of 2020 and our teams have been better
aligned, our products speed to market has increased, and we have better cross functional coordination in
the field and at the home offf ice. This transfo
f rmed process began with a unified brand presentation
increasing our speed to market, streamlining our calendars, and ensuring better integration across all of our
marketing touchpoints. We have achieved our goal of being more efff icient, more efff ective, and more
connected across functions and faster to market at a reduced cost. We have also worked more closely with
our suppliers to achieve better alignment on the aesthetics, fit and quality our customers want. All of these
efff o
f rts continue to help us bring more newness in our assortment more oftf en and mitigate the supply chain
challenges facing us today.
•
Strt o
r ng and Ex
E p
x erir enced Te
T am
Our existing team, at and below the leadership level, has extensive experience in the retail apparel industry,
including depth in the areas of fashion design and merchandising, supply chain management, marketing,
customer experience, eCommerce, store operations, technology, planning and allocation, and real estate,
as well as other diverse business experiences that we believe are valuable to us as we continue to execute
our growth strategy. Experience within Express extends deep into our organization, including district and
store managers.
OUR PRODUCTS
The maja ority of our apparel designs are created by our in-house design team. We believe every day is an occasion
and we want to help our customers dress fo
f r it. We established a design and merchandising philosophy called the
Express Edit that supports our brand promise: “to edit the best of now fo
f r real life versatility”. We are designing best-
in-class, modern product at incredible value. Below are the fo
f ur ideas that define the Express Edit merchandising
philosophy:
•
Ve
V rs
r atit li il ty
t
Adds
d
Va
V lue
◦
Create modern-day dressing experience with multiple ways to wear at work, at play, during the day
and during the night
•
New & Now
◦
Meet our customers’ desire fo
f r newness by understanding where fashion is now and looking ahead
to where it's going through monthly deliveries in key categories that continue to update a seasonal
wardrobe
•
Drir ve
v
Denim
i
◦
Denim is the fo
f undation of every modern wardrobe. We completely reinvented our assortments and
are delivering premium jeans under $100
•
Add an Accessory
r
◦
Accessories are a fashion entry point and an add-on to an outfit at an opening price point
We plan our product assortments and display them in our stores and online in a coordinated manner to encourage
our customers to purchase items that can be worn in multiple ways fo
f r multiple wearing occasions. We believe this
allows us to better meet our customers' shopping objb ectives while difff erentiating our product offf erings from
competitors. On average, our customers purchase two to three items per transaction.
OMNICHANNEL CUSTOMER EXPERIENCE
We are committed to enhancing our omnichannel customer experience that offf ers a seamless shopping experience
whether the customer is shopping in a store or online through a desktop, tablet, or mobile device. The mutually
transfo
f rmative strategic partnership with WHP advances the Company's omnichannel platfo
f rm and we expect the
EXPRESS, INC. | 2022 Form 10-K | 8

partnership with WHP to drive accelerated, long-term growth through the acquisition and operation of a portfo
f lio of
brands. We believe the lines between our store and eCommerce channels are disappearing as customers
increasingly interact with us both in-store and online and oftf en through mobile devices while in stores. As a result,
we are fo
f cused on leveraging the best of both channels to create an exceptional omnichannel shopping experience.
We design our stores to create a distinctive and engaging shopping environment and projo ect our image of Express
as a fashion authority. Our stores feature a vibrant and youthful look, bright signage and popular music. Our stores
are constructed and finished to allow us to efff iciently shiftf merchandise displays throughout the year as seasons
dictate. To
T
further enhance our customers' experience, we seek to attract enthusiastic store associates who are
committed to offf ering a high level of customer servi
r ce. We believe our managers and associates are well equipped
to assist and inspire our customers as a result of education and training we provide, the culture of accountability we
fo
f ster, the incentives we offf er, and the decision-making authority we grant to store managers. On average, our store
managers have been with Express fo
f r approximately six years.
Similar to our stores, our eCommerce capabilities fo
f cus on creating an engaging and easy shopping experience that
supports a vibrant fashion consumer, whether on a mobile device, tablet, or desktop, with a particular fo
f cus on the
mobile experience. We recognize the growing preference fo
f r online shopping and continue to make enhancements
to the online customer experience through improved search, site navigation and checkout capabilities, and targeted
customer messaging, making shopping easier fo
f r customers.
MARKETING
We use a variety of marketing vehicles designed to acquire new customers, engage with existing customers,
increase customer trafff ic in-store and online, and build brand loyalty. We seek to optimize our customer relationship
management ("CRM") through a number of tactics, such as test and learn programs, circulation and offf er models,
and greater use of digital marketing.
We use a proprietary customer database, together with data analytics, to customize our communications and make
targeted offf ers to customers in an efff o
f rt to increase customer trafff ic in-store and online and to increase conversion.
During the first quarter of 2021, we rebranded and relaunched our Express Insider loyalty program and we ended
2022 with the highest number of active loyalty members in the Company's history.
We implemented new participation tiers and earnings structure, new benefits, a digital wallet feature, and made it
easier fo
f r customers to earn, track, and redeem their benefits. Our Express Insider members have tremendous
lifetime value to Express. This program is a critical factor in gaining additional share of existing customers' spend
and bringing new customers into the brand. We also offf er a private-label credit card through an agreement (the
"Card Agreement") with Comenity Bank (the “Bank”) under which the Bank owns the credit card accounts and
Alliance Data Systems Corporation provides servi
r ces to our private-label credit card customers. All of our
proprietary credit cards carry the Express logo.
TECHNOLOGY
We rely on info
f rmation technology to operate our business. Our info
f rmation technology provides a full range of
business process support and info
f rmation to our store, eCommerce, merchandising, financial and real estate teams.
We utilize a combination of customized and industry standard softf ware systems to provide various functions related
to point-of-f sale, inventory management, design, planning and allocation, and financial reporting. In addition, we
continue to enhance and upgrade our online experience through both the web and our mobile app. We believe
these systems and enhancements will continue to increase our ability to acquire and retain customers and
ultimately accelerate our transfo
f rmation from a store in the mall to a brand with a purpose powered by a styling
community.
SOURCING
Our Sourc
r in
i g Meth
t ods
d
We utilize a broad base of manufacturers located throughout the world that we believe produce goods at the level of
quality that our customers desire and can supply products to us on a timely basis at competitive prices. We do not
EXPRESS, INC. | 2022 Form 10-K | 9

own or operate any manufacturing facilities and, as a result, contract with third-party vendors fo
f r the production of
all of our merchandise. We purchase both apparel and accessories through buying agents and directly from
vendors. In exchange fo
f r a commission, our buying agents identifyf
suitable vendors and coordinate our purchasing
requirements with vendors by placing orders fo
f r merchandise on our behalf, facilitating the timely delivery of goods
to us, obtaining samples of merchandise produced in factories, inspecting finished merchandise, and carrying out
vendor compliance monitoring and administrative communications on our behalf.
We purchase the maja ority of our merchandise outside of the United States through arrangements with
approximately 60 vendors utilizing approximately 220 manufacturing facilities located in approximately 20 countries
throughout the world, primarily in Asia. The top five countries from which we sourced our merchandise in 2022 were
Vietnam, China, Indonesia, India and Bangladesh, based on total cost of merchandise purchased. The top 10
manufacturing facilities, based on cost, supplied approximately 26% of our merchandise in 2022. We purchase
merchandise using purchase orders, and therefo
f re are not subjb ect to long-term production contracts with any
vendors, manufacturers, or buying agents.
Qualil ty
t
Assura
r nce and Complil a
i nce Monitorir n
i g
Each supplier, factory, and subcontractor that manufactures our merchandise is required to adhere to our Code of
Ve
V ndor Conduct and certain other purchasing terms and conditions, including those related to product quality. This
is designed to ensure that each of our suppliers' operations are conducted in a legal, ethical, and responsible
manner. Our Code of Ve
V ndor Conduct requires that each of our suppliers provides minimum wages and benefits,
limits working hours, complies with all laws, including environmental laws, and provides a safe and healthy work
environment. It also fo
f rbids the use of child labor or fo
f rced labor, and prohibits unauthorized subcontracting. We
monitor compliance through third parties who conduct regular factory audits on our behalf as well as through our
buying agents.
DISTRIBUTION
We utilize two facilities fo
f r the distribution of our product, both of which are owned and operated by third parties.
Virtually all of the merchandise sold in our stores and on our website is first received and processed at a central
distribution facility in Columbus, Ohio. From there, merchandise allocated to be sold in stores is shipped to our
stores and merchandise to be sold online direct-to-consumer is shipped to a distribution facility in Richwood,
Kentucky (the "Richwood Facility"). Merchandise is typically shipped to such stores and to the Richwood Facility via
third-party delivery servi
r ces multiple times per week, thereby providing them with a steady flow of inventory. The
third party who operates the Richwood Facility is responsible fo
f r fulfilling the maja ority of the orders placed through
our website and shipping the merchandise directly to customers or to stores fo
f r pickup, via third-party delivery
servi
r ces. In addition, approximately 318 retail stores have the ability to ship select online merchandise directly to our
customers.
EXPRESS, INC. | 2022 Form 10-K | 10

STORES
As of January 28, 2023, we operated a total of 5531,2 stores in 45 states across the United States, as well as in the
District of Columbia and Puerto Rico.
The fo
f llowing list shows the number of stores we operated in the United States and Puerto Rico as of January 28,
2023:
Location
Count
Location
Count
Location
Count
Alabama
3
Kentucky
4
North Dakota
1
Arizona
8
Louisiana
7
Ohio2
17
Arkansas
2
Maine
3
Oklahoma
5
Califo
f rnia2
64
Maryland
14
Oregon2
3
Colorado
9
Massachusetts1,2
16
Pennsylvania1
24
Connecticut1
9
Michigan
16
Puerto Rico
3
District of Columbia1,2
2
Minnesota2
11
Rhode Island
2
Delaware
2
Mississippi
2
South Carolina
6
Florida1
49
Missouri1
9
South Dakota
1
Georgia
15
Nebraska
3
Te
T nnessee
8
Hawaii
1
Nevada
9
Te
T xas2
51
Idaho
1
New Hampshire
4
Utah
3
Illinois2
26
New Jersey
26
Virginia2
15
Indiana
13
New Mexico
3
Washington
9
Iowa
6
New Yo
Y rk1,2
38
Wisconsin
10
Kansas
4
North Carolina
16
Total
553
1.
Store count includes Express Edit stores
2.
Store count includes UpWest stores
The fo
f llowing list shows the number of stores operated by our franchisees by country as of January 28, 2023:
ocation
Count
Costa Rica
2
Panama
2
El Salvador
1
Guatemala
1
Total
6
INTELLECTUAL PROPERTY
The Express trademark and certain variations thereon, such as Express World Brand, are registered or are subjb ect
to pending trademark applications with the United States Patent and Trademark Offf ice and/or with the registries of
many fo
f reign countries. In addition, the Express trademarks are used in many registered domain names, including
express.com. During the fo
f urth quarter of 2022, we sold certain intellectual property to the Joint Ve
V nture, and
received a license back to such intellectual property under the Intellectual Property License Agreement discussed
further below.
In
I telll ectual Pr
P o
r pertr y
t
License Agre
r ement
In connection with the strategic partnership with WHP,
P we entered into an Intellectual Property License Agreement
(the “License Agreement”) with the Joint Ve
V nture. The License Agreement provides us with an exclusive license in
EXPRESS, INC. | 2022 Form 10-K | 11

the United States to the intellectual property we contributed pursuant to the membership interest purchase
agreement entered into by and among the Company, WHP and Express LLC, a wholly owned subsidiary of the
Company (the “Membership Interest Purchase Agreement”) and certain other intellectual property. The initial term of
the License Agreement is 10 years, and the License Agreement automatically renews fo
f r successive renewal terms
of 10 years (unless we provide notice of non-renewal at least 24 months prior to the end of the initial or applicable
renewal term). Except fo
f r our right not to renew the License Agreement, the License Agreement is not terminable by
either party. Pursuant to the License Agreement, we are required to pay actual royalties at a rate of (i) 3.25% of net
sales arising from retail sales of certain licensed goods in the first through the fiftf h contract years (and 3.5%
thereaftf er), and (ii) 8% of net sales arising from wholesale sales of such goods. Cash earnings in the Joint Ve
V nture
are distributed quarterly to both the Company and WHP on a pro rata basis. Refer to “Management’s Discussion
and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” Note 2, Note 4
and Note 8 in our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K fo
f r
further discussion.
REGULATION AND LEGISLATION
We are subjb ect to labor and employment laws and regulations, including minimum wage requirements; intellectual
property laws; consumer protection laws and regulations, including those governing advertising and promotions,
privacy, and product safety; laws and regulations with respect to the operation of our stores and business generally,
including the Foreign Corrupt Practices Act; and laws that apply as a result of being a public company. In addition,
we are subjb ect to United States customs laws and similar laws of other countries associated with the import and
export of merchandise.
HUMAN CAPITAL RESOURCES
At Express our brand purpose is to create confidence and inspire self-f expression, and our associates are essential
to fulfilling that purpose. In order to compete and succeed in a highly competitive and rapidly evolving market, we
must continue to attract and retain talented and experienced employees. To
T
do this, we begin with a
comprehensive, Company-wide program called Success@Express that guides our approach to associate
perfr o
f rmance, potential and succession, and rewards. Success@Express also ensures that each associate’s goals
and objb ectives are aligned with the EXPRESSway Forw
r ard strategy.
Associa
i tes
We currently employ approximately 11,000 associates. Approximately 900 associates are based at our corporate
locations in either Columbus or New Yo
Y rk City, approximately 40 are field-based regional and district managers,
approximately 1,000 are in-store managers and assistant managers, and approximately 9,000 are in-store sales
associates. Approximately 30% of our associates are full-time and the remaining 70% are part-time. We employ
temporary, seasonal associates at times, primarily during peak holiday selling periods. None of our associates are
represented by a union. We believe our relations with our associates are good.
Compensatit on and Benefif ts
t
The compensation and benefits component of the Success@Express program is designed to attract and reward
individuals who demonstrate the skills necessary to support our business objb ectives, assist in the achievement of
our strategic goals and create long-term value fo
f r our shareholders. We provide associates with compensation
packages that include base salary and may also include annual incentive bonuses and/or long-term incentive
awards depending upon the associate’s level. We believe that a compensation program with both short-term and
long-term awards provides fair and competitive compensation and aligns associate and stockholder interests. In
addition to cash and equity compensation, we also offf er eligible associates benefits such as life and health
(medical, dental and vision) insurance, paid time offf , paid parental leave, and a 401(k) plan, of which we match
4.0% of contributions.
We offf er Flex@Express which empowers associates to work with their leaders to create flexible work arrangements
that best balance their personal and professional commitments.
EXPRESS, INC. | 2022 Form 10-K | 12

Board
r
Ove
v rs
r ig
i ht
Human capital management is incorporated into discussions of our Board of Directors throughout the year and the
Board of Directors maintains oversight over the Company's human capital, including talent management and
succession planning. The Compensation and Governance Committee has oversight over our compensation and
benefits programs, as well as our Environmental, Social and Governance ("ESG") program. Generally, we consider
our commitment to ESG matters to include, among other things, respect fo
f r human rights, ethical and sustainable
sourcing, environmental and climate change initiatives, evaluating the impact of our practices on the communities in
which we operate and our associates, and charitable giving.
SEASONALITY
Our business is seasonal. We define our seasons as Spring, which includes the first and second quarters, and Fall,
which includes the third and fo
f urth quarters. Historically, we have realized a higher portion of our net sales and net
income in the Fall season due primarily to the impact of the holiday season. Generally, approximately 45% of our
annual net sales occur in the Spring season and 55% occur in the Fall season. Cash needs are typically higher in
the third quarter due to inventory-related working capital requirements fo
f r early Fall and holiday selling periods. Our
business is also subjb ect, at certain times, to calendar shiftf s, which may occur during key selling periods close to
holidays such as Easter, Thanksgiving, and Christmas.
AVAILABLE INFORMATION
We make available free of charge on our website, www.express.com, copies of our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act of 1934"), as soon as reasonably practicable aftf er filing such material electronically with, or otherw
r ise furnishing
it to, the SEC. The SEC maintains a website that contains electronic filings at www.sec.gov. References to our
website address do not constitute incorporation by reference of the info
f rmation contained on the website, and such
info
f rmation is not part of this Annual Report on Form 10-K.
EXPRESS, INC. | 2022 Form 10-K | 13

ITEM 1A. RISK FACTORS.
Our busini ess fa
f ces a varir etyt of rir sks.
i
Th
T e rir sks
i
descrir bi ed below are
r
th
t e items of most concern
r
to us, howe
w ver th
t ese
are
r
not alll of th
t e rir sks
i
we
w
fa
f ce. Addid tit onal rir sks
i
and uncertr a
t ini tit es not pre
r sentlt yl
known
w
to us, th
t at applyl
to sim
i
ili ar
busini esses more
r
genera
r lll y,
l
or th
t at we
w
currr e
r ntlt yl consider im
i
materir ai l may also
l
im
i
pairi our busini ess opera
r tit ons. If any
of th
t ese rir sks
i
occur,r our busini ess pro
r spects,
t
re
r puta
t tit on, fif ni anciai l condid tit on or re
r sultst
of opera
r tit ons could materir ai lll yl
sufff e
f r,r and th
t e marke
r
t prir ce of our common stock could declil ni e.
OPERATIONAL AND INDUSTRY RISK FACTORS
Our busin
i ess is
i
sensitit ve
v
to consumer sp
s endi
d n
i g and genera
r l economic condi
d tit ons. Recessionary
r ,
y slow
gro
r wth
t , or oth
t er di
d fff if cult economic condi
d tit ons have
v
had,
d and could contit n
i ue to have
v , an adve
v rs
r e efff e
f ct on
our fif n
i ancia
i l perfr o
f rm
r
ance, lil quidi
d ty
t
and capita
t l re
r sourc
r es.
Consumer purchases of discretionary items, including our merchandise, generally decline during recessionary
periods and other periods where disposable income is adversely afff ected. Our business has been impacted, and
may continue to be impacted, by factors that afff ect domestic and worldwide economic conditions and disposable
income, particularly those that afff ect our target demographic, including recent high inflation, fears of a potential
recession, unemployment levels, levels of consumer debt, availability of consumer credit, levels of student debt,
healthcare costs, prices of non-discretionary consumer goods, reductions in net worth based on declines in the
financial, residential real estate and mortgage markets, tax rates, fuel and energy prices, interest rates, consumer
confidence and perceptions of personal well-being and security, the value of the United States dollar versus fo
f reign
currencies, political and regulatory uncertainty, and other macroeconomic factors. Uncertain or deteriorating
economic conditions may reduce the level of consumer spending and inhibit consumers' use of credit, which may
adversely afff ect our revenues, profits, liquidity and capital resources. We are unable to predict how long the current
negative macroeconomic environment will continue or the ongoing impact it will have on our target demographic
and consumer spending and, in turn, our revenues, profits, liquidity and capital resources.
In recessionary periods or periods of slow growth, we may have to increase the number of promotional sales or
otherw
r ise dispose of inventory, including fabric, fo
f r which we have previously paid to manufacture or committed to
purchase and/or increase our marketing and promotional expenses in response to lower than anticipated levels of
demand fo
f r our products, which could adversely afff ect our profitability. Our financial perfr o
f rmance may be
particularly susceptible to economic and other conditions in regions or states where we have a significant number of
stores. An economic downturn or a recession or continued economic volatility and uncertainty may also lead to
reduced liquidity, increased credit risk, higher borrowing costs or reduced availability of capital and credit. As a
result, we may experience difff iculty remaining in compliance with the financial covenants under the agreements
governing our indebtedness or we be unable to access additional sources of liquidity, including to fund our normal
working capital requirements, in the credit and capital markets on favorable terms or at all.
In addition, difff icult economic conditions may exacerbate some of the other risks described in this Item 1A. Risk
Factors, including those risks associated with increased competition, decreases in mall trafff ic, brand reputation, our
ability to develop and maintain a reliable omnichannel customer experience, our ability to execute our corporate
strategy and achieve our strategic objb ectives, our ability to realize synergies from our strategic partnership with
WHP,
P the interruption of the production and flow of merchandise, and leasing substantial amounts of space. The
risks could be exacerbated individually or collectively.
Our abili il ty
t
to attrt a
r ct customers
r
to our store
r s th
t at are
r
located in
i
malll s
l
or oth
t er shopp
p in
i g centers
r
de
d p
e ends
d
heavi
v li y
l
on th
t e success of th
t ese malll s
l
and shopp
p in
i g centers
r , and contit n
i ued de
d cre
r ases in
i
customer trt a
r fff if c in
i
th
t ese malll s
l
or shopp
p in
i g centers
r , wh
w eth
t er due to th
t e gro
r wi
w n
i g pre
r fe
f re
r nce fo
f r onlil n
i e shopp
p in
i g or oth
t erw
r i
w s
i e,
could cause our net sales and our pro
r fif ta
t bili il ty
t
to be less th
t an ex
e p
x ected.
d
A significant number of our stores are located in malls and other shopping centers and many of these malls and
shopping centers have been experiencing declines in customer trafff ic. Our sales at these stores are dependent, to a
significant degree, upon the volume of trafff ic in those shopping centers and the surrounding area; however, our
costs associated with these stores are essentially fixed. In times of declining trafff ic and sales, our ability to leverage
these costs and our profitability are negatively impacted. Our sales volume and trafff ic has been - and we expect that
it will continue to be - adversely afff ected by, among other things, the decrease in popularity of malls or other
shopping centers in which our stores are located, the closing of anchor stores important to our business, and
EXPRESS, INC. | 2022 Form 10-K | 14

declines in popularity of other stores in the malls or shopping centers in which our stores are located. Furthermore,
a deterioration in the financial condition of shopping center operators or developers could, fo
f r example, limit their
ability to invest in improvements and finance tenant improvements fo
f r us and other retailers and lead consumers to
view these locations as less desirable. Further reduction in consumer trafff ic as a result of these or any other factors
could have a material adverse efff ect on us.
Th
T e COVI
V D
I -19 pande
d mic has had,
d and may in
i
th
t e fu
f ture
r
have
v , an adve
v rs
r e efff e
f ct on our busin
i ess opera
r tit ons,
fif n
i ancia
i l condi
d tit on, lil quidi
d ty
t
and cash flf ow.
w
The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global
supply chains, created significant volatility and disruption of financial markets, and has had an adverse impact on
our business and financial perfr o
f rmance. Transportation shortages, labor shortages and port congestion globally
have in the past delayed and could in the future delay inventory orders and, in turn, deliveries to our customers and
availability in our stores and on fo
f r our eCommerce business. These supply chain and logistics disruptions have
impacted our inventory levels and revenues in prior periods and could impact our financial results in future periods.
The extent of the impact of the pandemic on our business will depend on developments outside of our control
including: the duration, severity and sustained geographic spread of the pandemic; additional waves of increased
infections; the manner in which our customers, suppliers and other third parties respond to the pandemic; local or
national rules, regulations or policies which may restrict travel and operating hours or impose other operating
restrictions; and the extent to which associated prevention, containment, remediation and treatment efff o
f rts,
including global vaccination programs and vaccine acceptance, are successful.
We
W
fa
f ce sig
i nifif cant competit tit on th
t at could adve
v rs
r ely
l
afff e
f ct our abili il ty
t
to genera
r te hig
i her net sales and
marg
r in
i s and attrt a
r ct and re
r ta
t in
i
ta
t lent.t
We face substantial competition in the specialty retail apparel and accessories industry, including from individual
and chain specialty apparel retailers, local, regional, national and international department stores, and eCommerce
businesses. Recent proliferation of the direct-to-consumer channel has encouraged the entry of many new
competitors and an increase in competition from established companies. Some of our competitors have competitive
advantages relative to us, including greater financial, marketing, and other resources, lower prices, higher wages,
greater eCommerce presence, more desirable store locations and faster speed-to-market. Further, our larger
competitors may be better equipped to changing conditions that afff ect the competitive market and newer entrants
may be viewed as more desirable by fashion-conscious consumers. In addition, disruptive innovation, by existing or
new competitors, could alter the competitive landscape by improving the customer experience and heightening
customer expectations, transfo
f rming supply chain and corporate operations through digital technologies and
artificial intelligence and enhancing management decision-making through use of data analytics to develop new
consumer insights. Many of our competitors sell their products in stores that are located in the same shopping malls
or lifestyle centers as our stores and many also sell their products online either exclusively or in addition to brick-
and-mortar stores. We expect the retail environment fo
f r apparel to remain highly competitive, which may result in
lower prices, more promotions, and lower product margins. In addition to competing fo
f r sales, we compete fo
f r
favorable site locations and lease terms in shopping malls and lifestyle centers, and our competitors may be able to
secure more favorable locations than us as a result of their relationships with, or appeal to, landlords or their
willingness and ability to pay more fo
f r leased space. We also compete with other retailers and servi
r ce-based
businesses fo
f r personnel. The competition fo
f r retail talent is increasing. We have experienced increases in labor
costs and may need to continue to increase wages to attract and retain talent. Even still, we may not be able to
attract, retain and develop the sufff icient number of qualified individuals we need to operate our stores. We cannot
assure you that we will be able to compete successfully against existing or future competitors or maintain our
product margins, and our inability to do so could have a material adverse efff ect on us.
We
W
do not own
w
or opera
r te any manufa
f cturir n
i g fa
f cili il tit es and th
t ere
r fo
f re
r
de
d p
e end up
u on th
t iri d
r
partr it es fo
f r th
t e
manufa
f cture
r
of alll
of our merc
r handi
d s
i e. Th
T e in
i abili il ty
t
of a manufa
f cture
r r to ship
i
goods
d
on-tit m
i
e to our
sp
s ecifif catit ons or to opera
r te in
i
complil a
i nce wi
w th
t
our Ve
V ndor Code
d
of Conduct or app
p lil cable la
l ws
w
could
negatit ve
v ly
l
im
i
pact our busin
i ess.
We do not own or operate any manufacturing facilities. As a result, we are dependent upon the timely receipt of
quality merchandise from third-party vendors. A manufacturer's inability to ship orders to us in a timely manner or
meet our quality standards could cause inventory shortages or high levels of out-of-f season inventory and negatively
afff ect consumer confidence in the quality and value of our brand and our competitive position. As there are a finite
number of skilled manufacturers that meet our requirements, it could take significant time to identifyf
and qualifyf
suitable alternatives, which could, fo
f r example, result in our missing retailing seasons. In addition, if manufacturing
EXPRESS, INC. | 2022 Form 10-K | 15

costs were to rise significantly, our product margins and results of operations could be negatively afff ected. Any of
these issues could have a material adverse efff ect on our financial condition and results of operations.
If any of our manufacturers fail to comply with applicable laws or our Ve
V ndor Code of Conduct, or engage in any
socially unacceptable business practices such as poor working conditions, child labor, disregard fo
f r environmental
standards, or otherw
r ise, our brand reputation could be negatively impacted and our results of operations could in
turn be materially adversely afff ected.
Th
T e ra
r w materir a
i ls
l
used to manufa
f cture
r
our pro
r ducts
t
and our trt a
r nsp
s ortr a
t tit on and la
l bor costs
t
are
r
subj
b ect to
ava
v ili a
l bili il ty
t
constrt a
r in
i ts
t , prir ce vo
v la
l tit li il ty
t
and re
r la
l ted in
i flf a
l tit onary
r
pre
r ssure
r s, wh
w ich could re
r sult in
i
in
i cre
r ased
costs
t .
The raw materials used to manufacture our merchandise are subjb ect to availability constraints and price volatility
caused by demand fo
f r cotton, petroleum-based synthetic textiles, and other fabrics, weather conditions, supply
conditions, government regulations, including those associated with global climate change, economic climate,
recent high inflationary, and other unpredictable factors. In addition, our transportation and labor costs are subjb ect to
price volatility caused by the price of energy, supply of labor, governmental regulations, higher minimum wages,
economic climate, recent high inflation, and other unpredictable factors. In addition, the cost of labor at many of our
manufacturers has been increasing significantly, and as the middle class in developing countries continues to grow,
it is unlikely that such cost pressure will abate.
Changes in the demand fo
f r, or the price, availability or quality of, raw materials used to manufacture our
merchandise and increases in transportation and labor costs could each have a material adverse efff ect on our cost
of sales or our ability to meet our customers' needs. We may not be able to pass all or a material portion of such
increased costs on to our customers, which could negatively impact our profitability.
Th
T e in
i terrr u
r p
u tit on of th
t e flf ow of merc
r handi
d s
i e frf o
r m in
i tern
r atit onal manufa
f cture
r rs
r
or in
i cre
r ased ta
t rir ffs
f
or oth
t er
trt a
r de
d
re
r strt ir ctit ons could di
d s
i ru
r p
u t our sup
u p
p ly
l
chain
i .
We purchase the maja ority of our merchandise outside of the United States through arrangements with
approximately 60 vendors, utilizing approximately 220 manufacturing facilities located throughout the world,
primarily in Asia and Central and South America. Political, social, or economic instability in Asia, Central, or South
America, or in other regions where our products are made, could cause disruptions in trade, including
exports. Other events that could also cause disruptions to our supply chain include:
•
the imposition of additional trade law provisions or regulations;
•
the imposition of additional duties, tarifff s,
f
and other charges on imports and exports;
•
quotas imposed by bilateral textile agreements;
•
fo
f reign currency fluctuations;
•
raw material shortages, natural disasters and theftf ;
•
economic crises, international disputes and wars, such as the conflict between Russia and Ukraine and the
related response by other countries, including additional conflicts, sanctions or other restrictive actions;
•
public health issues and social or political unrest;
•
restrictions on the transfer of funds;
•
the financial instability or bankruptcy of manufacturers;
•
significant labor disputes;
•
the inability of our vendors to source raw materials due to factory shut downs; and
•
delays at ports, including as a result of shipping backlogs, availability of vessels or capacity constraints.
Political uncertainty in the United States may result in significant changes to U.S. trade policies, treaties and tarifff s.
f
These developments, or the perception that any of them could occur, may have a material adverse efff ect on global
economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in
particular, trade between these nations and the United States. Any of these factors could depress economic activity,
restrict our sourcing from suppliers and have a material adverse efff ect on our business, financial condition and
results of operations. We cannot predict whether the countries in which our merchandise is manufactured, or may
EXPRESS, INC. | 2022 Form 10-K | 16

be manufactured in the future, will be subjb ect to new or additional trade restrictions imposed by the United States or
other fo
f reign governments, including the likelihood, type, or efff ect of any such restrictions. Trade restrictions,
including new or increased tarifff sf
or quotas, embargoes, safeguards, and customs restrictions against apparel
items, as well as labor strikes and work stoppages, slowdowns or boycotts, and temporary closures of facilities or
shipping ports caused by public health issues, could increase the cost or reduce or delay the supply of apparel
available to us. As a result, we may be unable to meet our customers’ demands or pass on price increases to our
customers. In addition, if imported merchandise becomes unavailable or more expensive, the transition to
alternative sources may not occur in time to meet demand. The occurrence of any of these or other risks could
adversely afff ect our business, financial condition, or results of operations.
If we experience significant supply chain disruptions, we may not be able to develop alternate sourcing quickly on
favorable terms, if at all, which could result in increased costs, loss of sales and a loss of customers, and adversely
impact our financial condition and results of operations.
IfI
we
w
encounter di
d fff if cultit es associa
i ted wi
w th
t
di
d s
i trt ir b
i utit on fa
f cili il tit es or if th
t ey we
w re
r
to shut down
w
fo
f r any
re
r ason, we
w
could fa
f ce shortr a
t ges of in
i ve
v ntory
r
in
i
our store
r s, de
d la
l ye
y d ship
i ments
t
to our onlil n
i e customers
r , and
harm
r
to our re
r p
e uta
t tit on.
Our distribution facilities are operated by third parties. Our Columbus facility operates as our central distribution
facility and supports our entire North American business. All of our merchandise is shipped to the central distribution
facility from our vendors and is then packaged and shipped to our stores or the Richwood Facility fo
f r further
distribution to our online customers. The success of our stores and the satisfaction of our online customers depend
on their timely receipt of merchandise. The efff icient flow of our merchandise requires that the third parties who
operate the distribution facilities have adequate capacity and labor to support our current level of operations and
any anticipated increased levels that may fo
f llow from the growth of our business or during peak seasons.
If we encounter labor and capacity constraints, difff iculties with the distribution facilities or in our relationships with
the third parties who operate the facilities, or if either facility were to shut down fo
f r any reason, including as a result
of fire or other natural disaster, softf ware malfunctions, economic conditions, government shutdowns, accidents,
shipping problems, or employee matters, such as work stoppages, we could face shortages of inventory, resulting in
“out of stock” conditions in our stores, incur significantly higher costs and longer lead times associated with
distributing our products to both our stores and online customers, and experience dissatisfaction from our
customers. Any of these issues could have a material adverse efff ect on our business and harm our reputation.
Natura
r l di
d s
i asters
r , fif ri e
r , pande
d mic di
d s
i ease and oth
t er eve
v nts
t
beyo
y nd our contrt o
r l may cause busin
i ess
di
d s
i ru
r p
u tit on and re
r sult in
i
unex
e p
x ected adve
v rs
r e opera
r tit n
i g re
r sults
t .
Our corporate offf ices and other facilities on which we rely, including those of our third party vendors, are vulnerable
to damage and/or disruption from extreme weather, natural disasters, fire, pandemic disease, acts of terrorism or
war, and other unexpected events which could cause us to experience significant disruption in our business,
resulting in lost sales and productivity, and causing us to incur significant expense to repair our facilities, any of
which could have a material adverse efff ect on our business. In addition, there can be no assurance that our
property insurance will be sufff icient, or that insurance proceeds will be paid timely to us in the event that any of our
facilities are damaged or shut down fo
f r any reason.
Ex
E trt e
r me or unseasonable we
w ath
t er condi
d tit ons could have
v
an adve
v rs
r e im
i
pact on our sales, in
i ve
v ntory
r
leve
v ls
l
and opera
r tit n
i g re
r sults
t .
Our operations have historically been seasonal, with a significant amount of net sales and operating income
occurring in the third and fo
f urth quarters. Unseasonable weather may reduce demand fo
f r our seasonal
merchandise and severe weather conditions or changes in weather patterns may also influence consumer
preferences and fashion trends, consumer trafff ic and shopping habits. Any of these factors could reduce sales and
profitability and could have a material adverse efff ect on our financial condition and results of operations.
We
W
re
r ly
l
up
u on in
i de
d p
e ende
d nt th
t iri d
r -
d p
- artr y
t
trt a
r nsp
s ortr a
t tit on pro
r vi
v de
d rs
r
fo
f r substa
t ntit a
i lll y
l
alll
of our pro
r duct
ship
i ments
t
and are
r
subj
b ect to in
i cre
r ased ship
i p
p in
i g costs
t
as we
w lll as th
t e potentit a
i l in
i abili il ty
t
of our th
t iri d
r -
d p
- artr y
t
trt a
r nsp
s ortr a
t tit on pro
r vi
v de
d rs
r
to de
d lil ve
v r on a tit m
i
ely
l
basis
i .
We currently rely upon independent third-party transportation providers fo
f r substantially all of our product
shipments, including shipments to and from all of our stores and to our customers. Our utilization of these delivery
EXPRESS, INC. | 2022 Form 10-K | 17

servi
r ces fo
f r shipments is subjb ect to risks which may impact a shipping company’s ability to provide delivery servi
r ces
that adequately meet our shipping needs, including risks related to employee strikes, labor and capacity constraints,
port security considerations, trade policy changes or restrictions, military conflicts, acts of terrorism or war,
accidents, natural disasters and inclement weather. Any interruption in servi
r ce provided by our shipping companies
could cause temporary disruptions in our business, a loss of sales and profits, and other material adverse efff ects. In
addition, we are subjb ect to increased shipping costs when fuel prices increase, when we use expedited means of
transportation such as air freight, and due to other economic factors afff ecting supply and demand within the
transportation industry, including recent inflationary pressures. If we change the shipping companies we use, we
could face logistical difff iculties that could adversely afff ect deliveries, and we would incur costs and expend
resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as those
received from our current independent third-party transportation providers which, in turn, would increase our costs.
We
W
re
r ly
l
on th
t iri d
r
partr it es to pro
r vi
v de
d
us wi
w th
t
certr a
t in
i
ke
k y serv
r i
v ces fo
f r our busin
i ess. IfI any of th
t ese th
t iri d
r
partr it es
fa
f ili s
l
to perfr o
f rm
r
th
t eiri oblil g
i atit ons to us or de
d clil n
i es to pro
r vi
v de
d
serv
r i
v ces to us in
i
th
t e fu
f ture
r , we
w
may sufff e
f r a
di
d s
i ru
r p
u tit on to our busin
i ess. Fu
F rtr h
t erm
r
ore
r , we
w
may be unable to pro
r vi
v de
d
th
t ese serv
r i
v ces or im
i
plement
substit tute arrr a
r ngements
t
on a tit m
i
ely
l
basis
i
wi
w th
t
term
r
s fa
f vo
v ra
r ble to us.
We rely on many difff erent third parties to provide us with key servi
r ces. For example, we rely on a third party to
operate our central distribution facility in Columbus, Ohio and to provide certain inbound and outbound
transportation and delivery servi
r ces, distribution servi
r ces, and customs servi
r ces. We also rely on another third party
to provide us with logistics and other servi
r ces related to our eCommerce operations and another third party to
provide telephone and online support to our customers. In connection with our sourcing activities, we rely on
approximately 60 buying agents and vendors to help us source products from approximately 220 manufacturing
facilities, and in connection with our marketing activities, we rely on third parties to administer our customer
database, our loyalty program, our private label credit card program, and our giftf cards. We also rely on third-party
technology providers to provide us with various technology servi
r ces and we rely on a third party to administer
certain aspects of our payroll. If any of these third parties fails to perfr o
f rm their obligations to us, increases their
prices, or declines to provide servi
r ces to us in the future, we may sufff er a disruption to our business, increased
costs, harm to our brand, and loss of customers, which could have a material adverse efff ect on our business,
results of operations, and financial position. Furthermore, we may be unable to provide these servi
r ces or implement
substitute arrangements on a timely and cost-efff ective basis on terms favorable to us.
STRATEGIC RISK FACTORS
Our busin
i ess is
i
hig
i hly
l
de
d p
e ende
d nt up
u on our abili il ty
t
to ide
d ntit fy
f
and re
r sp
s ond to new and changin
i g fa
f shion
trt e
r nds
d , customer pre
r fe
f re
r nces, and oth
t er re
r la
l ted fa
f ctors
r . Our in
i abili il ty
t
to ide
d ntit fy
f
and re
r sp
s ond to th
t ese new
trt e
r nds
d
may lead to in
i ve
v ntory
r
mark
r down
w s and wr
w ir te-offf s
f , wh
w ich could adve
v rs
r ely
l
afff e
f ct us and our bra
r nd
im
i
age.
Our fo
f cus on fashion-conscious young women and men means that we have a target market of customers whose
preferences cannot be predicted with certainty and are subjb ect to frequent change. Our success depends in large
part upon our ability to efff ectively identifyf
and respond to changing fashion trends and consumer demands and to
translate market trends into desired product offf erings. Our failure to identifyf
and react appropriately to new and
changing fashion trends or tastes, to accurately fo
f recast demand fo
f r certain product offf erings, or to efff ectively
market or merchandise our products could lead to, among other things, excess or insufff icient amounts of inventory,
markdowns, write-offf s,
f
and lower product margins, any of which could materially adversely afff ect our business.
Because our success depends significantly on our brand image, damage to our brand image as a result of our
failure to identifyf and respond to changing fashion trends could have a material negative impact on us.
We oftf en place orders fo
f r the manufacture and purchase of merchandise, including fabric, well ahead of the season
in which that merchandise will be sold. Therefo
f re, we are vulnerable to changes in consumer preference and
demand, and pricing shiftf s, between the time we design and order our merchandise and the season in which this
merchandise will be sold. There can be no assurance that we will be able to adequately and timely respond to the
preferences of our customers. The failure of any of our product offf erings to appeal to our customers could have a
material adverse efff ect on our business, results of operations, and financial condition.
EXPRESS, INC. | 2022 Form 10-K | 18

Our sales, pro
r fif ta
t bili il ty
t ,
y and cash leve
v ls
l
flf uctuate on a seasonal basis
i
and are
r
afff e
f cted by a va
v rir ety
t
of
fa
f ctors
r , in
i cludi
d n
i g consumer de
d mand,
d
our pro
r duct offf e
f rir n
i gs re
r la
l tit ve
v
to customer de
d mand,
d
th
t e mix
i
of
merc
r handi
d s
i e we
w
offf e
f r,r pro
r motit ons, in
i ve
v ntory
r
leve
v ls
l , and our sales mix
i
betwe
w en store
r s and eCommerc
r e.
Our sales and results of operations are afff ected on a seasonal basis by a variety of factors, including consumer
demand, our product offf erings relative to customer demand, changes in our merchandise mix, the timing, number,
and types of promotions we offf er, actions of our competitors or mall anchor tenants, the ratio of online sales to store
sales, the efff ectiveness of our inventory management, holiday and seasonal periods, changes in general economic
conditions and consumer spending patterns, customer trafff ic, and weather conditions. As a result, our results of
operations fluctuate on a quarterly basis and relative to corresponding periods in prior years, and any of these
factors could adversely afff ect our business and could cause our financial results to decline. For example, our third
and fo
f urth quarter net sales are impacted by early Fall shopping trends and the holiday season. Any significant
decrease in net sales during the early Fall selling period or the holiday season would have a material adverse efff ect
on us. In addition, in order to prepare fo
f r these seasons, we must order and keep in stock significantly more
merchandise than we carry during other parts of the year. This inventory build-up may require us to expend cash
faster than we generate it by our operations during this period. Any unanticipated decrease in demand fo
f r our
products during these peak shopping seasons could require us to sell excess inventory at a substantial markdown.
Our profitability is negatively impacted by the shiftf
of sales from stores, which have higher fixed costs, to
eCommerce, which has higher variable costs. A continued shiftf in sales away from stores to eCommerce, which has
been accelerated as a result of the COVID-19 pandemic, could have a material adverse efff ect on our business,
results of operations, and financial condition.
Our busin
i ess de
d p
e ends
d
in
i
partr on a strt o
r ng bra
r nd im
i
age. IfI we
w
are
r
unable to main
i ta
t in
i
and enhance our bra
r nd,
d
or our bra
r nd re
r p
e uta
t tit on is
i
da
d maged fo
f r any re
r ason, we
w
may fa
f ili to attrt a
r ct customers
r
and sufff e
f r a sig
i nifif cant
de
d clil n
i e in
i
sales.
Our ability to maintain our reputation and meet the expectations of our customers is critical to our brand image. Our
reputation could be jeopardized if we fail to maintain high standards fo
f r merchandise quality and customer
experience, fail to maintain high ethical, social, and environmental standards fo
f r all of our operations and activities,
or we fail to appropriately respond to concerns associated with any of the fo
f regoing or any other concerns from our
customers. Failure to comply with local laws and regulations, to maintain an efff ective system of internal controls, to
protect our customer data, or to provide accurate and timely financial statement info
f rmation could also hurt our
reputation. Our position or perceived lack of position on environmental, social, governance, public policy or other
similar issues, and any perceived lack of transparency about those matters could also harm our reputation with
consumers or investors. We also rely on franchisees to help us maintain our brand image and any failure to do so
could have a negative impact on us.
In addition, in recent years there has been increase in social media platfo
f rms and our use of social media platfo
f rms
is an important element of our omnichannel marketing efff o
f rts. For example, we maintain various social media
accounts. Actions taken by individuals that we partner with, such as brand representatives, influencers or our
associates, that fail to represent our brand in a manner consistent with our brand image or act in a way that harms
their reputation, whether through our social media platfo
f rms or their own, could harm our brand reputation and
materially impact our business. Social media also allows fo
f r anyone to provide public feedback that could influence
perceptions of our brand and reduce demand fo
f r our merchandise.
Damage to our reputation or loss of consumer confidence fo
f r any of these reasons, may reduce demand fo
f r our
products and have a material adverse efff ect on our business, financial condition, and results of operations, as well
as require additional resources to rebuild our reputation.
Consumer behavi
v or is
i
ra
r pidl
d y
l
changin
i g,
g and if we
w
are
r
unable to successfu
f lll y
l
ada
d pt to consumer shopp
p in
i g
pre
r fe
f re
r nces and de
d ve
v lop and main
i ta
t in
i
a re
r leva
v nt and re
r lil a
i ble omnichannel ex
e p
x erir ence fo
f r our customers
r ,
our fif n
i ancia
i l perfr o
f rm
r
ance and bra
r nd im
i
age could be adve
v rs
r ely
l
afff e
f cted.
d
Our business continues to evolve from a largely brick-and-mortar retail business to an omnichannel retail business,
including as a result of our recent strategic partnership with WHP. While historically we interacted with our
customers largely through our in-store experience, the traditional mall retail landscape is changing and increasingly
we interact with our customers across a variety of difff erent channels, including in-store, online at www.express.com,
through mobile technologies, including the Express mobile app, and social media. Our customers are increasingly
using tablets and mobile phones to make purchases online and to help them in making purchasing decisions when
in our stores. Our customers also engage with us online, including through social media, by providing feedback and
EXPRESS, INC. | 2022 Form 10-K | 19

public commentary about all aspects of our business. Consumer shopping patterns are rapidly changing and our
success depends on our ability to anticipate and implement innovations in customer experience and logistics in
order to appeal to customers who increasingly rely on multiple channels to meet their shopping needs. If fo
f r any
reason we are unable to implement our omnichannel initiatives, provide a convenient and consistent experience fo
f r
our customers across all channels, or provide our customers the products they want, when and where they want
them at a compelling value proposition, then our financial perfr o
f rmance and brand image could be adversely
afff ected.
We
W
de
d p
e end on ke
k y ex
e ecutit ve
v
management and may not be able to re
r ta
t in
i
or re
r p
e la
l ce th
t ese in
i di
d vi
v duals
l
or
re
r cru
r it addi
d tit onal pers
r onnel,l wh
w ich could harm
r
our busin
i ess.
We depend on the leadership and experience of our key executive management. The loss of the servi
r ces of any of
our key executives could have a material adverse efff ect on our business and prospects, as we may not be able to
find suitable individuals to replace them on a timely basis or without incurring increased costs, or at all. We believe
that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified
personnel. There is a high level of competition fo
f r experienced, successful talent in the retail industry. Our inability to
meet our talent requirements in the future could impair our growth and harm our business.
Our corp
r ora
r te strt a
r tegy
g
in
i clude
d s: engagin
i g our customers
r
and acquiri ir n
i g new ones, ex
e ecutit n
i g wi
w th
t
pre
r cis
i ion
to accelera
r te sales and pro
r fif ta
t bili il ty
t ,
y
puttit n
i g pro
r duct fif ri s
r t,t
re
r in
i vi
v g
i ora
r tit n
i g our bra
r nd and adva
v ncin
i g our
omnichannel pla
l tft o
f rm
r
th
t ro
r ugh our strt a
r tegic partr n
t ers
r hip
i
wi
w th
t
WH
W P
H . Fa
F ili ure
r
in
i
any of th
t ese are
r as could have
v
a materir a
i l negatit ve
v
efff e
f ct on th
t e va
v lue of th
t e Company.
y
Our ability to improve the profitability of the Company is dependent on our ability to deliver compelling new
merchandise at an attractive value, retain and acquire new customers, grow our retail business, expand our
omnichannel capabilities, provide an exceptional customer experience, optimize our store fo
f otprint, manage our
overall cost structure and realize the anticipated financial and operational benefits of our strategic partnership with
WHP. The success of these initiatives is dependent on a number of factors. For example, our ability to deliver
compelling new merchandise at an attractive value is dependent on our ability to accurately fo
f recast fashion trends
and customer demand fo
f r products. Also, given the rapid pace of change, our ability to execute with precision, put
product first, reinvigorate our brand, and engage current customers and acquire new customers may require
significant financial investments that may not provide a return in the near term or at all.
Our ability to close stores, convert retail stores to outlet stores, or make other changes to our store fleet is limited by
the terms of our existing leases. We are also reliant upon our ability to obtain desirable store locations, negotiate
acceptable leases, and open stores on budget and in a timely manner. We historically have received landlord
allowances related to store build outs which offf se
f
t certain capital expenditures we must make to open a new store.
If landlord allowances cease to be available to us in the future or are decreased, opening new stores would require
more capital outlay.
Implementing any strategic initiative presents significant potential risk that may impair our ability to achieve
anticipated operating improvements and cost reductions. These risks include, among others, higher than anticipated
costs in implementing our corporate strategy, inability to achieve expected cost savings opportunities, management
distraction from ongoing business activities, failure to maintain adequate controls and procedures while executing
our corporate strategy, inability to execute our fleet rationalization plans, competition, prolonged ramp up time,
challenges to product difff erentiation, damage to our reputation and brand image, workfo
f rce attrition beyond planned
levels, inability to realize the synergies of our strategic partnership with WHP and our inability to gather accurate
and relevant data or efff ectively use that data, which may impact our strategic planning, marketing and overall
decision making. Furthermore, our efff o
f rts to reduce expenses may have an adverse impact on our ability to achieve
our strategic objb ectives by limiting the funding necessary to achieve such objb ectives or may impact product quality
or in-store customer experience as we seek to reduce costs in our supply chain. Successful execution of our
corporate strategy is dependent on our ability to achieve our strategic objb ectives. Failure to achieve any of our
strategic objb ectives could have a material adverse efff ect on our business and results of operations and there can be
no guarantee that we will achieve our strategic objb ectives or that our corporate strategy will result in improved
operating results or an increase in the value of the business.
EXPRESS, INC. | 2022 Form 10-K | 20

RISK FACTORS RELATED TO OUR STRATEGIC PARTNERSHIP WITH WHP
We
W
may not be successfu
f l in
i
our strt a
r tegic partr n
t ers
r hip
i
wi
w th
t
WH
W P
H
and th
t e re
r la
l tit onship
i
may di
d ve
v rtr re
r sourc
r es
awa
w y frf o
r m ex
e i
x s
i tit n
i g opera
r tit ons or ex
e p
x ose us to lil a
i bili il tit es, wh
w ich could adve
v rs
r ely
l
afff e
f ct our busin
i ess, re
r sults
t
of opera
r tit ons and fif n
i ancia
i l condi
d tit on.
We are investing a substantial amount of time, resources and efff o
f rts in connection with our strategic partnership
with WHP. All of these actions may divert resources away from our other initiatives and operations particularly with
respect to product sales in the United States. These efff o
f rts may not result in additional products, efff iciencies or
revenues fo
f r our Company, which could adversely afff ect our business, operating results and financial condition.
We
W
may fa
f ili to re
r alil ze
i
th
t e benefif ts
t
ex
e p
x ected frf o
r m our partr n
t ers
r hip
i
wi
w th
t
WH
W P
H ,
P wh
w ich could adve
v rs
r ely
l
afff e
f ct
our stock prir ce.
The anticipated benefits we expect from the partnership with WHP may not materialize as expected or may prove to
be inaccurate. The value of our common stock could be adversely afff ected if we are unable to realize the
anticipated benefits from the partnership on a timely basis or at all. The challenges involved in achieving the
benefits of this partnership, which will be complex and time-consuming, include the fo
f llowing:
•
difff iculties entering new markets and integrating new strategies in which we have no or limited direct prior
experience;
•
successfully managing relationships with our combined customer, supplier and distributor base;
•
cultural challenges associated with integrating new strategies into our organization;
•
the coordination of product development and sales and marketing functions;
•
the increased scale and complexity of our operations resulting from the partnership; and
•
retaining key employees.
If we do not successfully manage these issues and the other challenges with the partnership, then we may not
achieve the anticipated benefits of the partnership. Moreover, we may not be able to achieve our expected
synergies without increases in costs or other difff iculties. We expect to incur expenses in connection with the
partnership. Such expenses are difff icult to estimate, and may exceed current estimates. Any of the fo
f regoing factors
could cause our revenue, expenses, operating results and financial condition to be materially adversely afff ected.
INFORMATION TECHNOLOGY RISK FACTORS
We
W
re
r ly
l
sig
i nifif cantlt y
l
on in
i fo
f rm
r
atit on sys
y tems and any fa
f ili ure
r , in
i ade
d quacy
c ,
y in
i terrr u
r p
u tit on, or securir ty
t
fa
f ili ure
r
of
th
t ose sys
y tems could harm
r
our abili il ty
t
to efff e
f ctit ve
v ly
l
opera
r te our busin
i ess, cause a de
d cre
r ase in
i
our net sales,
in
i cre
r ase our ex
e p
x enses, and harm
r
our re
r p
e uta
t tit on.
Our ability to efff ectively manage and maintain our inventory, ship products to our stores and our customers on a
timely basis, communicate with our customers, conduct customer transactions, and otherw
r ise operate our business
depends significantly on our info
f rmation systems. The failure of our info
f rmation systems to operate efff ectively,
problems with transitioning to upgraded or replacement systems, or a breach in security of these systems could
adversely impact our merchandise distribution, transaction processing, financial accounting and reporting, the
efff iciency of our operations, and our ability to properly fo
f recast earnings and cash requirements. We could be
required to make significant additional expenditures to remediate any such failure, problem, or breach, and may be
subjb ect to legal claims as a result of such failure. To
T
efff ectively carry out our growth strategy, we will need to
continue to invest funds in order to maintain and improve our systems. Delays or issues during such
implementations may have a material adverse efff ect on us.
We sell merchandise through our website, www.express.com. Our online sales may be adversely afff ected by
interruptions in our ability to conduct sales through our website, due to failure of computer systems, failure of third-
party technology and servi
r ce providers on which we rely, telecommunications failures, security breaches, denial of
servi
r ce attacks, sabotage, or similar disruptions. Furthermore, functionality on our website may be limited or
interrupted to the extent technology we use becomes the subjb ect of a patent or other intellectual property dispute
and we are unable to secure a license to use such technology or develop alternative functionality.
EXPRESS, INC. | 2022 Form 10-K | 21

In addition, we may be the target of attempted cybersecurity attacks, computer viruses, malicious code, phishing
attacks, denial of servi
r ce attacks and other info
f rmation security threats. External events, like the conflict between
Russia and Ukraine, can increase the likelihood of cybersecurity attacks. To
T
date, cybersecurity attacks have not
had a material impact on our financial condition, results or business; however, we could sufff er material financial or
other losses in the future and we are not able to predict the severity of these attacks. Our risk and exposure to these
matters remains heightened because of, among other things, the evolving nature of these threats, the current global
economic and political environment, our prominent size and scale, the outsourcing of some of our business
operations, the ongoing market shortage of qualified cybersecurity professionals, and the interconnectivity and
interdependence of third parties to our systems. The techniques and sophistication used to conduct cybersecurity
attacks and breaches, as well as the sources and targets of these attacks, change frequently and are oftf en not
recognized until such attacks are launched or have been in place fo
f r a period of time. Accordingly, our expenditures
to prevent future cybersecurity attacks or breaches may not be successful.
The occurrence of a cybersecurity attack, breach, unauthorized access, misuse, computer virus, or other malicious
code or other cybersecurity event could jeopardize or result in the unauthorized disclosure, gathering, monitoring,
misuse, corruption, loss, or destruction of confidential and other info
f rmation that belongs to us, our employees, our
customers, our counterparties, or third-party servi
r ce providers that is processed and stored in, and transmitted
through, our computer systems and networks. The occurrence of such an event could also result in damage to our
softf ware, computers or systems, or otherw
r ise cause interruptions or malfunctions in our counterparties’ or third
parties’ operations. This could result in significant losses, loss of customers and business opportunities, reputational
damage, litigation, regulatory fines, penalties or interve
r
ntion, reimbursement or other compensatory costs, or
otherw
r ise adversely afff ect our business, financial condition or results of operations. Employee error, malfeasance,
or other errors in the storage, use, or transmission of any such info
f rmation could result in a disclosure of confidential
info
f rmation to third parties outside of our network. Any of these events could result in litigation and legal liability,
harm to our reputation, loss of confidence in our ability to protect sensitive info
f rmation, a distraction to our business,
and the need to divert resources to remedy the issues, any of which could have a material adverse efff ect on our
business.
We
W
may be ex
e p
x osed to rir s
i ks
k
and costs
t
associa
i ted wi
w th
t
th
t e loss of customer in
i fo
f rm
r
atit on th
t at wo
w uld cause
us to in
i cur unex
e p
x ected ex
e p
x enses, loss of re
r ve
v nues, and re
r p
e uta
t tit onal harm
r
.
We collect customer data, including encrypted and tokenized credit card info
f rmation, in our stores and online. For
our sales channels to function successfully, we and third parties involved in processing customer transactions fo
f r us
must be able to transmit confidential info
f rmation, including credit card info
f rmation, securely over public networks.
While we have measures in place designed to prevent a breach or unauthorized use or disclosure of customer data
and other sensitive personal info
f rmation, we cannot guarantee that any of our security measures or the security
measures of third parties with whom we work will efff ectively prevent others from obtaining unauthorized access to
our customers’ info
f rmation or other personally identifiable info
f rmation. Further, the standards fo
f r systems currently
used fo
f r transmission and approval of electronic payment transactions, and the technology utilized in electronic
payment themselves, all of which can put electronic payment data at risk, are determined and controlled by the
payment card industry, not by us. If someone is able to circumvent our data security measures or that of third
parties with whom we do business, including our franchisees, he or she could destroy or steal valuable info
f rmation
or disrupt our operations. If such a breach were to occur, customers could lose confidence in our ability to secure
their info
f rmation and choose not to purchase from us. Any unauthorized use of or access to customer info
f rmation
could expose us to data loss or manipulation, litigation and legal liability, and could seriously disrupt operations,
negatively impact our marketing capabilities, cause us to incur significant expenses to notifyf
customers of the
breach and fo
f r other remediation activities, and harm our reputation and brand, any of which could adversely afff ect
our financial condition and results of operations.
In addition, state, federal, and fo
f reign governments are increasingly enacting laws and regulations to protect
consumers against identity theftf and consumer privacy. Many of these laws and regulations are subjb ect to uncertain
application, interpretation or enfo
f rcement standards that could result in claims, changes to our business practices,
data processing and security systems, penalties, increased operation costs or other impacts on our business. These
laws and regulations will likely increase the costs of doing business, and if we fail to implement appropriate
procedures, security measures, or detect and provide prompt notice of unauthorized access as required by some of
these laws and regulations, we could be subjb ect to potential claims fo
f r damages and other remedies, government
enfo
f rcement actions, liability fo
f r monetary damages, fines and/or criminal prosecution, all of which could adversely
afff ect our business and results of operations.
EXPRESS, INC. | 2022 Form 10-K | 22

FINANCIAL RISK FACTORS
We
W
have
v , and wi
w li ll contit n
i ue to have
v , sig
i nifif cant lease oblil g
i atit ons. We
W
are
r
subj
b ect to rir s
i ks
k
associa
i ted wi
w th
t
leasin
i g substa
t ntit a
i l amounts
t
of sp
s ace, in
i cludi
d n
i g fu
f ture
r
in
i cre
r ases in
i
occup
u ancy
c
costs
t
and th
t e need to
genera
r te sig
i nifif cant cash flf ow to meet our lease oblil g
i atit ons.
We have, and will continue to have, significant lease obligations. We lease all of our store locations, our corporate
offf ices, and our central distribution facility. We typically occupy our stores under operating leases with options to
renew fo
f r additional multi-year periods. In the future, we may not be able to negotiate favorable lease terms fo
f r the
most desired store locations. Our inability to do so may cause our occupancy costs to be higher in future years or
may fo
f rce us to close stores in desirable locations.
Some of our leases have early cancellation clauses, which permit the lease to be terminated by us or the landlord if
certain sales levels are not met in specific periods or if the center does not meet specified occupancy standards. In
addition to future minimum lease payments, some of our store leases provide fo
f r additional rental payments based
on a percentage of net sales, or “percentage rent,” if sales at the respective stores exceed specified levels, as well
as the payment of common area maintenance charges, real property insurance, energy costs, and real estate taxes.
Many of our lease agreements have defined escalating rent provisions over the initial term and any extensions.
We depend on cash flow from operations to pay our lease expenses. If our business does not generate sufff icient
cash flow from operating activities to fund these expenses, due to continued decreases in mall trafff ic, the highly
competitive retail environment, or other factors, we may not be able to servi
r ce our lease expenses, which could
materially harm our business. Furthermore, the significant cash flow required to satisfyf
our obligations under the
leases increases our vulnerability to adverse changes in general economic, industry, and competitive conditions,
and could limit our ability to fund working capital, incur indebtedness, and make capital expenditures or other
investments in our business.
If an existing or future store is not profitable, and we decide to close it, we may nonetheless be committed to
perfr o
f rm our obligations under the applicable lease including, among other things, paying the base rent fo
f r the
balance of the lease term. Moreover, even if a lease has an early cancellation clause, we may not satisfyf
the
contractual requirements fo
f r early cancellation under that lease. As of January 28, 2023, our minimum annual rental
obligations under long-term lease arrangements fo
f r 2023 and 2024 were $209.1 million and $177.3 million,
respectively. Our inability to enter into new leases or renew existing leases on terms acceptable to us or be released
from our obligations under leases fo
f r stores that we close could materially adversely afff ect us.
Th
T e term
r
s of our Amende
d d Revo
v lvi
v n
i g Cre
r di
d t Fa
F cili il ty
t
may re
r strt ir ct our currr e
r nt and fu
f ture
r
opera
r tit ons, wh
w ich
could adve
v rs
r ely
l
afff e
f ct our abili il ty
t
to re
r sp
s ond to changes in
i
our busin
i ess and to manage our opera
r tit ons.
We are party to an Asset-Based Loan Credit Agreement ("Amended Revolving Credit Facility") that allows us to
borrow up to $290.0 million, subjb ect to certain terms and conditions contained in the agreement. As of January 28,
2023, we had $148.4 million available fo
f r borrowing under our Amended Revolving Credit Facility.
The terms of the Amended Revolving Credit Facility contains, and any agreements governing any future
indebtedness may contain, financial restrictions on us and our ability to, among other things:
•
place liens on our assets;
•
make investments other than permitted investments;
•
incur additional indebtedness;
•
prepay certain indebtedness;
•
merge, consolidate or dissolve;
•
sell assets;
•
engage in transactions with afff iliates;
•
change the nature of our business;
•
hold cash above certain limits;
•
change our fiscal year or organizational documents; and
EXPRESS, INC. | 2022 Form 10-K | 23

•
make other restricted payments, including share repurchases and dividends.
In addition, we are required to maintain certain levels of Excess Ava
A
ilability as calculated in accordance with the
Amended Revolving Credit Facility.
A failure by us to comply with the covenants, including the financial covenants, contained in the Amended Revolving
Credit Facility could result in an event of default under such indebtedness, which could adversely afff ect our ability to
respond to changes in our business and manage our operations. Upon the occurrence of an event of default, the
lenders under our Amended Revolving Credit Facility could elect to declare all amounts outstanding to be due and
payable and exercise other remedies as set fo
f rth in the agreements. There could be potentially significant negative
consequences on our financial condition and results of operations as a result of our debt, including limitations on our
ability to obtain additional debt or equity financing fo
f r working capital, capital expenditures, servi
r ce line
development, acquisitions and general corporate or other purposes, as well as limitations on our ability to execute
business development and other activities to support our corporate strategies. See Note 7 to our Consolidated
Financial Statements included elsewhere in this Annual Report on Form 10-K fo
f r further info
f rmation relating to our
indebtedness.
IfI we
w
are
r
unable to main
i ta
t in
i
complil a
i nce wi
w th
t
th
t e cove
v nants
t
conta
t in
i ed in
i
our currr e
r nt cre
r di
d t fa
f cili il ty
t
or our
in
i ve
v ntory
r
leve
v ls
l
are
r
re
r duced sig
i nifif cantlt y
l ,
y
we
w
may be unable to make
k
addi
d tit onal borrr o
r wi
w n
i gs on any
undr
d a
r wn
w
amounts
t
and may be re
r quiri e
r d to re
r p
e ay our th
t en outs
t ta
t ndi
d n
i g de
d bt unde
d r th
t e fa
f cili il ty
t .
y
Our liquidity position is, in part, dependent upon our ability to borrow under our Amended Revolving Credit Facility.
The amount we are able to borrow is dependent on our inventory and receivable position. During the fo
f urth quarter
of 2022, we amended the existing $140.0 million Te
T rm Loan Credit Facility (the “Amended Te
T rm Loan Facility) and
existing $250.0 million Asset-Based Revolving Credit Facility (the “2022 Amended Revolving Credit Facility”). The
Amended Te
T rm Loan Facility refinanced the $90.0 million Te
T rm Loan Facility with a new $90.0 million Te
T rm Loan
Facility and terminated the $50.0 million DDTL. The 2022 Amended Revolving Credit Facility increased the
maximum revolver amount by $40.0 million to $290.0 million. Subsequent to the debt amendment transaction and
prior to the closing of the fiscal year, we entered into the strategic partnership with WHP that provided $260.0 million
in proceeds which we used to pay offf (i) the remaining $90.0 million outstanding on our Te
T rm Loan and (ii) a portion
of our Amended Revolving Credit Facility. Decreases in our inventory position or receivable balances could limit the
amount we are able to borrow or could also cause us to violate our minimum excess availability covenant, in
addition to other customary afff irmative and negative covenants, including those which (subjb ect to certain exceptions
and dollar thresholds) limit our ability to incur debt; incur liens; make investments; engage in mergers,
consolidations, liquidations or acquisitions; dispose of assets; make distributions on or repurchase equity securities;
hold cash over certain limits; engage in transactions with afff iliates; and prohibit us, with certain exceptions, from
engaging in any line of business not related to our current line of business. A failure to comply with the covenants,
including the financial covenants, under our credit facility could give rise to an event of default under the terms of
the credit facility, allowing the lenders to refuse to lend additional available amounts to us and giving them the right
to terminate the facility and accelerate repayment of any outstanding debt under the credit agreements.
We
W
may re
r cognize
i
im
i
pairi m
r
ent on long-lil ve
v d assets
t .
Our long-lived assets, primarily store assets and right of use assets, are subjb ect to periodic testing fo
f r impairment.
Store assets are reviewed using factors including, but not limited to, our future operating plans, current rental rates
and projo ected future cash flows. Failure to achieve our future operating plans, our cost savings initiatives or
generate sufff icient levels of cash flow at our stores, in addition to significant negative industry or general economic
trends and declining market rents, could result in impairment charges on long-lived assets, which could have a
material adverse efff ect on our financial condition or results of operations.
REGULATORY AND LEGAL RISK FACTORS
Th
T ere
r
are
r
cla
l im
i
s made
d
again
i st us frf o
r m tit m
i
e to tit m
i
e th
t at can re
r sult in
i
lil tit g
i atit on or re
r gula
l tory
r
pro
r ceedi
d n
i gs
wh
w ich could di
d s
i trt a
r ct management frf o
r m our busin
i ess actit vi
v tit es and re
r sult in
i
sig
i nifif cant lil a
i bili il ty
t .
y
We face the risk of litigation and other claims against us. Litigation and other claims arise in the ordinary course of
our business and include commercial disputes, employment related claims, including wage and hour claims,
intellectual property disputes, such as trademark, copyright, and patent infringement disputes, consumer protection
and privacy matters, product-related allegations, and premises liability claims. See Note 12 to our Consolidated
EXPRESS, INC. | 2022 Form 10-K | 24

Financial Statements included elsewhere in this Annual Report on Form 10-K. The Company has been named as a
defendant in fo
f ur separate representative actions in the State of Califo
f rnia – one of which has since settled –
alleging violations of the Califo
f rnia state wage and hour statutes and other labor standards.
Any claims could result in litigation against us and could also result in regulatory proceedings being brought against
us by various federal and state agencies that regulate our business, including the United States Equal Employment
Opportunity Commission, the Federal Trade Commission, or the Consumer Product Safety Commission. Oftf en
these cases raise complex factual and legal issues, which are subjb ect to risks and uncertainties and could require
significant management time and divert management attention away from our business operations. Litigation and
other claims and regulatory proceedings against us could result in unexpected expenses, legal liability, and
injunctions against us or restrictions placed upon us, which could disrupt our operations, preclude us from selling
products, or otherw
r ise have a material adverse efff ect on our operations, financial results, and reputation.
Changes in
i
la
l ws
w , in
i cludi
d n
i g employm
y
ent la
l ws
w
and la
l ws
w
re
r la
l ted to our merc
r handi
d s
i e, could make
k
conductit n
i g
our busin
i ess more
r
ex
e p
x ensive
v
or oth
t erw
r i
w s
i e change th
t e wa
w y we
w
do busin
i ess.
We are subjb ect to numerous laws and regulations, including labor and employment, product safety, customs,
consumer protection, privacy, zoning laws and ordinances, intellectual property laws, and other laws that regulate
retailers generally or govern the import and export of goods, advertising and promotions, the sale of merchandise,
product content, and the operation of stores, our website, and warehouse facilities. If these regulations were to
change or were violated by our management, employees, vendors, or buying agents, the costs of certain goods
could increase, or we could experience delays in shipments of our goods, be subjb ect to damages, fines or penalties,
or sufff er reputational harm, which could reduce demand fo
f r our merchandise and hurt our business and results of
operations.
In addition to increased regulatory compliance requirements, changes in laws could make ordinary conduct of our
business more expensive or require us to change the way we do business. For example, changes in federal and
state minimum wage laws could continue to raise the wage requirements fo
f r certain of our employees. Other laws
related to employee benefits and treatment of employees, including laws related to limitations on employee hours,
work scheduling, supervi
r sory status, leaves of absence, mandated health benefits, or overtime pay, could also
negatively impact us, by increasing administrative compensation and benefits costs.
Additionally, concern over climate change is creating new or additional legislative and regulatory requirements to
reduce or mitigate the efff ects of climate change on the environment, which could result in future tax, transportation,
inventory and utility increases, which could have a material adverse efff ect our business. Moreover, changes in
product safety or other consumer protection laws, privacy laws, environmental laws, and other regulations, could
lead to increased compliance costs. It is oftf en difff icult fo
f r us to plan and prepare fo
f r potential changes to applicable
laws and future compliance costs related to such changes could be material to us.
We
W
may be unable to pro
r tect our trt a
r de
d mark
r s
k
or oth
t er in
i telll ectual pro
r pertr y
t
rir g
i hts
t , may be pre
r clude
d d frf o
r m
usin
i g trt a
r de
d mark
r s
k
in
i
certr a
t in
i
countrt ir es, and may fa
f ce cla
l im
i
s frf o
r m th
t iri d
r
partr it es fo
f r in
i telll ectual pro
r pertr y
t
in
i frf ir n
i gement,t any of wh
w ich could harm
r
our busin
i ess.
We rely on certain trademark registrations and common law trademark rights to protect the distinctiveness of our
brand. However, there can be no assurance that the actions we have taken to establish and protect our trademarks
will be adequate to prevent imitation of our trademarks by others or to prevent others from claiming that sales of our
products infringe, dilute, or otherw
r ise violate third-party trademarks or other proprietary rights that could block sales
of our products.
The laws of certain fo
f reign countries may not protect the use of unregistered trademarks to the same extent as do
the laws of the United States. As a result, international protection of our brand may be limited, and our right to use
our trademarks outside the United States could be impaired. Other persons or entities may have rights to
trademarks that contain portions of our marks or may have registered similar or competing marks fo
f r apparel and/or
accessories in fo
f reign countries. There may also be other prior registrations of trademarks identical or similar to our
trademarks in other fo
f reign countries. Accordingly, it may be possible fo
f r others to prevent the sale or manufacture
of our branded goods or the operation of Express brick-and-mortar or online stores in certain fo
f reign countries. Our
inability to register our trademarks or purchase or license the right to use the relevant trademarks in these
jurisdictions could limit our ability to penetrate new markets in jurisdictions outside the United States.
EXPRESS, INC. | 2022 Form 10-K | 25

Litigation may be necessary to protect and enfo
f rce our trademarks and other intellectual property rights, or to
defend against claims by third parties alleging that we infringe, dilute, or otherw
r ise violate third-party trademarks or
other intellectual property rights. Any litigation or claims brought by or against us, whether with or without merit, and
whether successful or not, could result in substantial costs and diversion of our resources, which could have a
material adverse efff ect on our business, financial condition, results of operations, or cash flows. Any intellectual
property litigation or claims against us could result in the loss or compromise of our intellectual property rights, could
subjb ect us to significant liabilities, require us to seek licenses on unfavorable terms, if available at all, prevent us
from manufacturing or selling certain products, limit our ability to market or sell to our customers using certain
methods or technologies, and/or require us to redesign or re-label our products or rename our brand, any of which
could have a material adverse efff ect on our business, financial condition, results of operations, or cash flows.
Changes in
i
ta
t x la
l w,
w ta
t x re
r quiri e
r ments
t , re
r sults
t
of ta
t x audi
d ts
t , and oth
t er fa
f ctors
r , in
i cludi
d n
i g tit m
i
in
i g of ta
t x re
r fu
f nd
re
r ceip
i ts
t , may cause flf uctuatit ons in
i
our efff e
f ctit ve
v
ta
t x ra
r te and opera
r tit n
i g re
r sults
t .
We are subjb ect to income tax in local, national, and international jurisdictions and we currently have significant
income tax refunds that are receivable from the U.S. government based on provisions in the CARES Act. Any
legislative changes to the CARES Act or significant delays in receiving our tax refund could adversely impact our
financial position and results. In addition, our tax returns and other tax matters are subjb ect to examination by the
Internal Revenue Servi
r ce ("IRS") and other tax authorities and governmental bodies. These examinations may
challenge certain of our tax positions, such as the timing and amount of deductions and allocations of taxable
income to various jurisdictions. The results of any tax audits could adversely afff ect our financial results.
Furthermore, our efff ective tax rate in a given period may be materially impacted by changes in the mix and level of
earnings by taxing jurisdiction and deductibility of stock based compensation.
Our products are subjb ect to import and excise duties and/or sales or value-added taxes in many jurisdictions. Maja or
changes in tax law, policy or trade relations, including but not limited to the fo
f regoing, as well as the imposition of
unilateral tarifff sf
on imported products, could have a material adverse efff ect on our business, results of operations
and liquidity.
IfI we
w
fa
f ili to esta
t blil s
i h and main
i ta
t in
i
ade
d quate in
i tern
r al contrt o
r ls
l
ove
v r fif n
i ancia
i l re
r p
e ortr it n
i g,
g we
w
may not be able to
re
r p
e ortr our fif n
i ancia
i l re
r sults
t
in
i
a tit m
i
ely
l
and re
r lil a
i ble manner,r wh
w ich could harm
r
our busin
i ess and im
i
pact th
t e
va
v lue of our securir tit es.
We depend on our ability to produce accurate and timely financial statements in order to run our business. If we fail
to do so, our business could be negatively afff ected and our independent registered public accounting firm may be
unable to attest to the fair presentation of our Consolidated Financial Statements included elsewhere in this Annual
Report on Form 10-K in accordance with U.S. generally accepted accounting principles (“GAA
A P”) and the
efff ectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley
Act. Efff ective internal controls are necessary fo
f r us to provide reliable financial reports and to efff ectively prevent
fraud. If we cannot provide reliable financial reports and efff ectively prevent fraud, our reputation and operating
results could be harmed. Even efff ective internal controls have inherent limitations, including the possibility of human
error, the circumvention or overriding of controls, or fraud. Therefo
f re, even efff ective internal controls can provide
only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition,
projo ections of any evaluation of efff ectiveness of internal control over financial reporting in future periods are subjb ect
to the risk that the control may become inadequate because of changes in conditions or a deterioration in the
degree of compliance with the policies or procedures.
If we fail to maintain adequate internal controls, including any failure to implement new or improved controls, or if we
experience difff iculties in their execution, we could fail to meet our reporting obligations, and there could be a
material adverse efff ect on our business and financial results. In the event that our current control practices
deteriorate, we may be unable to accurately report our financial results or prevent fraud, and investor confidence
and the market price of our stock may be adversely afff ected.
EXPRESS, INC. | 2022 Form 10-K | 26

STOCK OWNERSHIP RISK FACTORS
Our abili il ty
t
to pay di
d vi
v de
d nds
d
and re
r p
e urc
r hase share
r s is
i
subj
b ect to re
r strt ir ctit ons in
i
our Amende
d d Revo
v lvi
v n
i g
Cre
r di
d t Fa
F cili il ty
t ,
y re
r sults
t
of opera
r tit ons, and capita
t l re
r quiri e
r ments
t .
Any determination to pay dividends or repurchase additional shares in the future will be at the discretion of our
Board of Directors and will depend upon our results of operations, our financial condition, restrictions imposed by
applicable law, and other factors our Board of Directors deems relevant. Our ability to pay dividends on or
repurchase our common stock is limited by the terms of the Amended Revolving Credit Facility and may be further
restricted by the terms of any future debt or preferred securities. Additionally, because we are a holding company,
our ability to pay dividends on our common stock or repurchase shares is limited by restrictions on the ability of our
subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the Amended
Revolving Credit Facility.
Antit -i ta
t ke
k ove
v r pro
r vi
v s
i ions in
i
our chartr er documents
t
and Dela
l wa
w re
r
la
l w may di
d s
i coura
r ge or de
d la
l y acquis
i itit on
attempts
t
fo
f r us th
t at our stockh
k olde
d rs
r
mig
i ht conside
d r fa
f vo
v ra
r ble.
Our certificate of incorporation and bylaws contain provisions that may make the acquisition of the Company or a
change in our management or Board of Directors more difff icult without the approval of our Board of Directors. These
provisions do the fo
f llowing:
•
establish a classified Board of Directors so that not all members of our Board of Directors are elected at one
time;
•
authorize the issuance of undesignated preferred stock, the terms of which may be established, and the
shares of which may be issued without stockholder approval, and which may include super voting, special
approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;
•
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a
meeting of our stockholders; and
•
establish advance notice requirements fo
f r nominations fo
f r elections to our Board of Directors or fo
f r
proposing matters that can be acted upon by stockholders at stockholder meetings.
Our certificate of incorporation also contains a provision that provides us with protections similar to Section 203 of
the Delaware General Corporation Law, that will prevent us from engaging in a business combination with a person
who acquires at least 15% of our common stock fo
f r a period of 3 years from the date such person acquired such
common stock, unless Board or stockholder approval is obtained prior to the acquisition. These anti-takeover
provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction involving a
change in control of our company, even if doing so would benefit our stockholders. These provisions could also
discourage proxy contests and make it more difff icult fo
f r stockholders to elect directors of their choosing and to
cause us to take other corporate actions desired by stockholders.
Our fa
f ili ure
r
to re
r gain
i
complil a
i nce wi
w th
t
th
t e contit n
i ued lil s
i tit n
i g re
r quiri e
r ments
t
of th
t e NYS
Y E,
E or any fu
f ture
r
fa
f ili ure
r
to re
r main
i
in
i
complil a
i nce wi
w th
t
th
t ose sta
t nda
d rd
r s
d , could re
r sult in
i
th
t e de
d lil s
i tit n
i g of our common stock,
k wh
w ich
could have
v
an adve
v rs
r e im
i
pact on th
t e trt a
r di
d n
i g,
g lil quidi
d ty
t
and mark
r e
k t prir ce of our common stock.
k
On March 28, 2023, we received notice from the NYSE that the average per share closing price of our common
stock over the 30 consecutive trading-day period ended March 24, 2023 was below $1.00, which is one of the
NYSE’s continued listing standards. The Company has until September 28, 2023 to regain compliance with the
minimum price criteria or cure the deficiency, which may include, if necessary, efff ecting a reverse stock split, subjb ect
to approval by our Board of Directors and stockholders. We cannot assure you that the average closing price of our
common stock will increase such that we will regain compliance with the NYSE’s continued listing standards during
the six-month cure period; that, if necessary, we will obtain stockholder approval with respect to any means
employed to increase the trading price of our common stock in order to cure the deficiency; or that we will remain in
compliance with any of the NYSE’s other applicable continued listing standards. Our failure to regain compliance
with the NYSE’s minimum price criteria within the applicable cure period could lead to suspension and delisting
procedures. Further, public and investor perception of our ability to timely regain compliance with the NYSE’s
continued listing standards or any future failure to remain in compliance with those standards, could have adverse
consequences, including, among others, reducing the number of investors willing to hold or acquire our common
stock, reducing the liquidity and market price of our common stock, adverse publicity and a reduced interest in us
EXPRESS, INC. | 2022 Form 10-K | 27

from investors, analysts and other market participants. In addition, a suspension or delisting could, among other
things, impair our ability to raise additional capital through the public markets and our ability to attract and retain
employees by means of equity compensation.
As a re
r sult of th
t e ex
e trt e
r me vo
v la
l tit li il ty
t
of th
t e mark
r e
k t prir ces and trt a
r di
d n
i g vo
v lume th
t at our share
r s of common
stock have
v
ex
e p
x erir enced,
d and may in
i
th
t e fu
f ture
r
again
i
ex
e p
x erir ence, purc
r hasers
r
of our common stock could
in
i cur substa
t ntit a
i l losses.
The extreme volatility of the market prices and trading volume that our shares of common stock have experienced,
and may continue to experience in the future could cause purchasers of our common stock to incur substantial
losses. Significant fluctuations in the market price of our common stock have been accompanied by reports of
strong and atypical retail investor interest, including on social media and online fo
f rums. The market volatility and
trading patterns we have experienced create several risks fo
f r investors, including the fo
f llowing:
•
the market price of our common stock may experience rapid and substantial increases or decreases
unrelated to our operating perfr o
f rmance, financial condition or business prospects, or macro or industry
fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties
that we continue to face;
•
factors in the public trading market fo
f r our common stock may include the sentiment of retail investors
(including as may be expressed on financial trading and other social media sites and online fo
f rums), the
direct access by retail investors to broadly available trading platfo
f rms, the amount and status of short
interest in our securities, access to margin debt, trading in options and other derivatives on our common
stock and any related hedging and other trading factors;
•
our market capitalization, as implied by various trading prices, has reflected valuations that diverge
significantly from those seen prior to volatility experienced in the past and that are significantly higher than
our market capitalization immediately prior to such volatility, and to the extent these valuations reflect
trading dynamics unrelated to our financial perfr o
f rmance or business prospects, purchasers of our common
stock could incur substantial losses if there are declines in market prices driven by a return to earlier
valuations;
•
to the extent volatility in our common stock is caused by a “short squeeze” in which coordinated trading
activity causes a spike in the market price of our common stock as traders with a short position make
market purchases to avoid or to mitigate potential losses, investors may purchase at inflated prices
unrelated to our financial perfr o
f rmance or prospects, and may thereaftf er sufff er substantial losses as prices
decline once the level of short-covering purchases has abated;
•
if the market price of our common stock declines, you may be unable to resell your shares at or above the
price at which you acquired them. We cannot assure you that the equity issuance of our common stock will
not fluctuate or decline significantly in the future, in which case you could incur substantial losses.
We
W
may contit n
i ue to in
i cur ra
r pid and substa
t ntit a
i l in
i cre
r ases or de
d cre
r ases in
i
our stock prir ce in
i
th
t e fo
f re
r seeable
fu
f ture
r
th
t at may not coin
i cide
d
in
i
tit m
i
in
i g wi
w th
t
th
t e di
d s
i closure
r
of news
w
or de
d ve
v lopments
t
by or afff e
f ctit n
i g us.
Accord
r i
d n
i gly
l ,
y th
t e mark
r e
k t prir ce of our share
r s of common stock may flf uctuate dr
d a
r matit calll y
l ,
y and may de
d clil n
i e
ra
r pidl
d y
l ,
y re
r gard
r l
d ess of any de
d ve
v lopments
t
in
i
our busin
i ess.
Overall, there are various factors, many of which are beyond our control, that could negatively afff ect the market
price of our common stock or result in fluctuations in the price or trading volume of our common stock, including: (1)
actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and
whether we meet market expectations with regard to our earnings; (2) our current inability to pay dividends or other
distributions; (3) publication of research reports by analysts or others about us or the specialty retail industry, which
may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis; (4) changes in market interest
rates that may cause purchasers of our shares to demand a difff erent yield; (5) changes in market valuations of
similar companies; (6) market reaction to any additional equity, debt or other securities that we may issue in the
future, and which may or may not dilute the holdings of our existing stockholders; (7) additions or departures of key
personnel; (8) actions by institutional or significant stockholders; (9) short interest in our stock and the market
response to such short interest; (10) the dramatic increase in the number of individual holders of our stock and their
participation in social media platfo
f rms targeted at speculative investing; (11) speculation in the press or investment
community about our company or industry; (12) strategic actions by us or our competitors, such as acquisitions or
other investments; (13) legislative, administrative, regulatory or other actions afff ecting our business, our industry,
including positions taken by the IRS; (14) investigations, proceedings, or litigation that involve or afff ect us; (15) the
EXPRESS, INC. | 2022 Form 10-K | 28

occurrence of any of the other risk factors included or incorporated by reference in this prospectus supplement; and
(16) general market and economic conditions.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
HOME OFFICE, DISTRIBUTION CENTER, DESIGN STUDIO AND PHOTO STUDIO
The lease fo
f r our corporate headquarters in Columbus, Ohio and the lease fo
f r our distribution facility in Columbus,
Ohio are both scheduled to terminate in January 2026. Either lease may be terminated by either party upon 36
months prior notice provided that the lease term may not end between the months of October and February.
Te
T rmination of either lease will cause the termination of the other lease as well.
The lease fo
f r our design offf ices in New Yo
Y rk City expires in July 2026. The lease of our photo studio in downtown
Columbus, Ohio expires in December 2024.
STORES
All of our 553 stores are leased from third parties. See "Item 1. Business - Stores" fo
f r further info
f rmation on the
locations of our stores.
We may from time to time lease new facilities or vacate existing facilities as our operations require, including in
connection with opening new stores.
ITEM 3. LEGAL PROCEEDINGS.
Info
f rmation relating to legal proceedings is set fo
f rth in Note 12 to our Consolidated Financial Statements included
elsewhere in this Annual Report on Form 10-K and is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
EXPRESS, INC. | 2022 Form 10-K | 29

PART II
ITEM
5.
MARKET
FOR
REGISTRANT'S
COMMON
EQUITY,
RELATED
STOCKHOLDER
MATTERS
AND
ISSUER
PURCHASES
OF
EQUITY
SECURITIES.
Our common stock trades on the NYSE under the symbol "EXPR". As of February 25, 2023, there were
approximately 31 holders of record of our common stock. The number of holders of record is based upon the actual
number of holders registered at such date and does not include holders of shares in “street name,” or persons,
partnerships, associates, corporations, or other entities identified in security position listings maintained by
depositories.
DIVIDENDS
We did not pay any dividends in 2022 or 2021. Our ability to pay dividends is restricted by the terms of our
Amended Revolving Credit Facility. Any future determination to pay dividends will be made at the discretion of our
Board of Directors and will depend on our results of operations, restrictions contained in our Amended Revolving
Credit Facility or future financing arrangements, and other factors as deemed relevant. For more info
f rmation about
the restrictions in our Amended Revolving Credit Facility, see Note 7 to our Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K.
SHARE REPURCHASES
The fo
f llowing table provides info
f rmation regarding the purchase of shares of our common stock made by or on
behalf of us or any "afff iliated purchaser" as defined in Rule 10b-18(a)(3) under the Exchange Act of 1934, during
each month of the quarterly period ended January 28, 2023:
Month
Total Number of
Shares Purchased
(1)
Average Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Approximate Dollar
Value of Shares
that May Yet be
Purchased under
the Plans or
Programs (2)
(in thousands, except per share amounts)
October 30, 2022 - November 26, 2022
1
$
1.35
—
$
34,215
November 27, 2022 - December 31, 2022
5
$
1.09
—
$
34,215
January 1, 2023 - January 28, 2023
5
$
1.09
—
$
34,215
Total
11
—
1.
Represents shares purchased in connection with employee tax withholding obligations under the Second Amended and Restated
Express, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”). Refer to Note 9 of our Consolidated Financial Statements included
elsewhere in this Annual Report on Form 10-K fo
f r further details of the 2018 Plan.
2.
On November 28, 2017, the Board approved a share repurchase program that authorized the Company to repurchase up to $150.0
million of the Company’s outstanding common stock using available cash. The Company may repurchase shares on the open market,
including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherw
r ise in compliance with
applicable laws, including Rule 10b-18 of the Exchange Act of 1934. The timing and amount of stock repurchases will depend on a
variety of factors, including business and market conditions as well as corporate and regulatory considerations. The share repurchase
program may be suspended, modified, or discontinued at any time, and the Company has no obligation to repurchase any amount of
its common stock under the program.
EXPRESS, INC. | 2022 Form 10-K | 30

PERFORMANCE GRAPH
The fo
f llowing graph compares the changes in the cumulative total return to holders of our common stock with that of
the S&P 500 Index and the Dow Jones U.S. Apparel Retailers Index fo
f r the same period. The comparison of the
cumulative total returns fo
f r each investment assumes that $100 was invested in our common stock and the
respective indexes on February 3, 2018 and includes reinvestment of all dividends. The plotted points are based on
the closing price on the last trading day of each fiscal year.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Period Ending
Dollars
Express, Inc.
S&P 500
DJ US Retail Apparel
3-Feb-18
2-Feb-19
1-Feb-20
30-Jan-21
29-Jan-22
28-Jan-23
$0
$50
$100
$150
$200
2/3/18
2/2/19
2/1/20
1/30/21
1/29/22
1/28/23
Express, Inc.
$
100.00 $
79.40 $
60.30 $
90.23 $
43.61 $
16.99
S&P 500 Index
$
100.00 $
97.99 $
116.78 $
134.47 $
160.45 $
147.37
Dow Jones U.S. Apparel Retailers
Index
$
100.00 $
108.40 $
120.16 $
127.64 $
137.91 $
149.71
The Perfr o
f rmance Graph in this Item 5 shall not be deemed "soliciting material" or "filed" with the SEC or subjb ect to
Regulation 14A or 14C under the Exchange Act of 1934 or to the liabilities of Section 18 of the Exchange Act of
1934 and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a
filing.
ITEM 6.
[RESERVED]
EXPRESS, INC. | 2022 Form 10-K | 31

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Th
T e fo
f lll owi
w ni g did scu
i
ssion and analysi
l
si
summarir ze
i
s th
t e sigi nifi if cant fa
f ctors
r
afff e
f ctit ni g th
t e consolil dated opera
r tit ni g
re
r sults,
t
fif ni anciai l condid tit on, lil quidid tyt
and cash flf ows
w
of th
t e Company as of and fo
f r th
t e perir ods
d
pre
r sented below. Th
T e
fo
f lll owi
w ni g did scu
i
ssion and analysi
l
si
should be re
r ad ini
conjn unctit on wi
w th
t
our Consolidated Financial Statements and
th
t e re
r lated Notes ini cluded else
l
wh
w ere
r
ini
th
t isi Annual Reportr on Fo
F rm
r
10-K.
K Th
T isi did scu
i
ssion conta
t ini s fo
f rw
r a
w rd
r -lookini g
sta
t tementst
th
t at are
r
based on th
t e belil efsf
of our management,t as we
w lll as assumptit ons made by, and ini fo
f rm
r
atit on
currr e
r ntlt yl
availi able to, our management. Actual re
r sultst
could did fi ff e
f r materir ai lll yl
frf o
r m th
t ose did scu
i
ssed ini
or im
i
plil ed by
fo
f rw
r a
w rd
r -lookini g sta
t tementst
as a re
r sult of varir ous fa
f ctors,
r
ini cludid ni g th
t ose did scu
i
ssed below and else
l
wh
w ere
r
ini
th
t isi
Annual Reportr on Fo
F rm
r
10-K,
K partr it cularlr yl
ini
th
t e sectit on entit tlt ed “Risk Factors.” Alll re
r fe
f re
r nces here
r ini
to "2
" 022" and
"2
" 021" re
r fe
f r to th
t e 52-we
w ek perir ods
d ended January
r 28, 2023 and January
r 29, 2022, re
r spectit vely.
l
Th
T isi
sectit on of th
t isi
Annual Reportr on Fo
F rm
r
10-K genera
r lll yl
did scu
i
sses 2022 and 2021 items and year-r to-ye
-
ar
comparir so
i
ns betwe
w en 2022 and 2021. Discu
i
ssions of 2020 items and year-r to-ye
-
ar comparir so
i
ns betwe
w en 2021 and
2020 th
t at are
r
not ini cluded ini
th
t isi
Fo
F rm
r
10-K can be fo
f und ini
“M
“
anagement’s’
Discu
i
ssion and Analysi
l
si
of Fi
F ni anciai l
Condid tit on and Resultst
of Op
O era
r tit ons” ini
Partr II,I Item 7 of th
t e Company’s’
Annual Reportr on Fo
F rm
r
10-K fo
f r th
t e fif sca
i
l
year ended January
r 29, 2022, wh
w ich wa
w s fif li ed wi
w th
t
th
t e Securir tit es and Exch
E
ange Commissi
i
on on March
r
24, 2022.
Our management's discussion and analysis of financial condition and results of operations is presented in the
fo
f llowing sections:
Page
Overview
32
Business Trends
32
Financial Details for 2022
33
Fourth Quarter Update & Outlook
33
How We Assess the Performance of Our Business
34
Fiscal Year Comparison
37
Liquidity and Capital Resources
41
Critical Accounting Estimates
44
OVERVIEW
Express is a fashion retail company whose business includes an omnichannel operating platfo
f rm, physical and
online stores, and a multi-brand portfo
f lio that includes Express and UpWest. The Express brand launched in 1980
with the idea that style, quality and value should all be fo
f und in one place. To
T day, Express is a brand with a purpose
- We
W
Cre
r ate Confif dence. We
W
Inspiri e
r
Self-f Exp
E
re
r ssion. - powered by a styling community. UpWest launched in 2019
with a purpose to Provide Comfo
f rt fo
f r People & Planet. We operate 553 retail and factory outlet stores in the United
States and Puerto Rico, the express.com online store and the Express mobile app.
WHP Strategic Partnership
On December 8, 2022, we entered into a strategic partnership with WHP,
P a leading global brand management firm.
The mutually transfo
f rmative strategic partnership, which was completed on January 25, 2023, advances our
omnichannel platfo
f rm which is expected to drive accelerated, long-term growth through the acquisition and
operation of a portfo
f lio of brands. The Company and WHP also fo
f rmed EXP To
T pco, LLC, the Joint Ve
V nture, intended
to scale the Express brand through new domestic category licensing and international expansion opportunities.
Refer to Note 4 included elsewhere in this Annual Report fo
f r further discussion regarding the WHP partnership.
BUSINESS TRENDS
Dating back to the onset of the COVID-19 pandemic of 2020, our business operations and financial perfr o
f rmance
have been materially impacted. Due to the continued evolution of the pandemic, we continue to see certain
EXPRESS, INC. | 2022 Form 10-K | 32

disruptions and volatility in our business. We cannot reasonably estimate the extent to which our business will
continue to be afff ected by the COVID-19 pandemic.
Additionally, challenging macroeconomic conditions due to inflation, rising interest rates, fears of a potential
recession and recent geopolitical conditions, including impacts from the ongoing conflict between Russia and
Ukraine and increased tensions between China and Ta
T iwan, have all contributed to disruptions and rising costs to
global supply chains. Our ability to continue to replenish our inventory to meet continued levels of consumer
demand could be impacted by further delays or disruptions. We expect these impacts to continue fo
f r as long as the
global supply chain is experiencing these challenges. For additional info
f rmation regarding risks related to the
COVID-19 pandemic and these related operational and industry risks, see “Item 1A. Risk Factors: Operational
and Industry Risk Factors”.
FINANCIAL DETAILS FOR 2022
•
Net sales decreased to $1.9 billion
•
Comparable sales were flat
•
Comparable retail sales (includes both retail stores and eCommerce sales) decreased 2%
•
Comparable outlet sales increased 4%
•
Gross margin percentage decreased 150 basis points to 28.4%
•
Operating income decreased $68.3 million to an operating loss of $67.5 million
•
Net loss decreased $308.3 million to net income of $293.8 million reflecting the gain on the transaction
with WHP
•
Diluted earnings per share increased $4.47 to $4.25 reflecting the gain on the transaction with WHP
FOURTH QUARTER UPDATE & OUTLOOK
The fo
f llowing defines each pillar of the EXPRESSway Forw
r ard strategy and provides an update on each priority:
PRODUCT
BRAND
CUSTOMER
EXECUTION
Pr
P o
r duct
We set out to bring greater balance and versatility to our assortments reflecting a more modern approach to building
a wardrobe. Our Express Edit design and merchandising philosophy is working. We offf er modern, versatile, high
quality fashion at an appealing price point and continue to gain market share in some the most significant volume-
driving categories.
We saw continued strength in our men’s business with comparable sales growth across most categories in the
fo
f urth quarter of 2022. However, our women’s business was impacted by the softf demand environment that became
more competitive, and much more promotional, as the back half of the year progressed.
Bra
r nd
Express is transfo
f rming from being known as a store in the mall to a brand with a purpose, powered by a styling
community. We have created a compelling brand purpose: “We create confidence. We inspire self-f expression. And
we do it by editing the best of now fo
f r real life versatility.”
Our transfo
f rmative strategic partnership with WHP begins a bold, new chapter fo
f r us. As part of the transaction, we
received $260.0 million of capital, including a $235.0 million investment by WHP in the Joint Ve
V nture and a $25.0
million common equity investment from WHP. We believe this investment strategically and financially repositioned
our Company. As we move fo
f rw
r ard, we will fo
f cus on three things. First, achieving profitable growth in our core
Express business. Second, optimizing our omnichannel platfo
f rm to create synergies and drive efff iciencies across a
portfo
f lio of brands. And third, accelerating our growth and profitability in partnership with WHP by scaling the
Express brand through category and international licensing and integrating and operating additional brands on our
platfo
f rm.
EXPRESS, INC. | 2022 Form 10-K | 33

The Express styling community is an authentic way to bring our brand purpose to life. Members of the Express
styling community - customers, associates, Style Editors, content creators, influencers, and brand partners - interact
with each other in the physical and digital worlds. Building, activating, and amplifyi
f ng this styling community is one
of our key 2023 priorities.
Our stores are the place where our community comes together. We host in-store events and simultaneously stream
some of them online. These events broaden the reach of our brand purpose through the participants’ social media
and drive video views across all social platfo
f rms. During 2022, we featured store associates and Style Editors in our
brand campaign fo
f r the first time and delivered some of our best perfr o
f rming social media content to date. We are
reimagining the customer experience through a pilot program in select stores, and renovating and refreshing a
number of stores to elevate the customer experience and present a more consistent brand identity across the fleet.
Customer
We are successfully engaging existing customers and acquiring new ones. Our Express Insider loyalty program
continues to operate with the highest number of active loyalty members in our history.
Ex
E ecutit on
Execution is the through line across all of our Product, Brand, and Customer strategies that will drive our operating
model.
We continue to invest in our eCommerce channel. We introduced enhancements to our online checkout process,
improved our buy-online-pick-up-in-store experience and in the coming months we will enhance personalization and
make the checkout experience more streamlined.
Our new Express Edit stores continue to acquire new customers, reactivate lapsed customers, and sign up loyalty
members at higher rates than the balance of our fleet.
HOW WE ASSESS THE PERFORMANCE OF OUR BUSINESS
In assessing the perfr o
f rmance of our business, we consider a variety of perfr o
f rmance and financial measures. These
key measures include net sales, comparable sales, eCommerce demand, transactions, cost of goods sold, buying
and occupancy costs, gross profit/gross margin, and selling, general, and administrative expenses. The fo
f llowing
table describes and discusses these measures.
Net Sales
Descrir p
i tit on
Revenue from the sale of merchandise, less returns and discounts, as well as shipping and handling revenue related to
eCommerce, revenue from the rental of our LED sign in Times Square, giftf card breakage and revenue earned from our private
label credit card agreement.
Dis
i cussion
Our business is seasonal, and we have historically realized a higher portion of our net sales in the third and fo
f urth quarters, due
primarily to the impact of the holiday season. Generally, approximately 45% of our annual net sales occur in the Spring season
(first and second quarters) and 55% occur in the Fall season (third and fo
f urth quarters).
EXPRESS, INC. | 2022 Form 10-K | 34

Comparable Sales
Descrir p
i tit on
Comparable sales is a measure of the amount of sales generated in a period relative to the amount of sales generated in the
comparable prior year period. Comparable sales fo
f r 2022 was calculated using the 52-week period ended January 28, 2023 as
compared to the 52-week period ended January 29, 2022.
Comparable retail sales includes:
•
Sales from retail stores that were open 12 months or more as of the end of the reporting period
•
eCommerce shipped sales
Comparable outlet sales includes:
•
Sales from outlet stores that were open 12 months or more as of the end of the reporting period, including conversions
Comparable sales excludes:
•
Sales from stores where the square fo
f otage has changed by more than 20% due to remodel or relocation activity
•
Sales from stores in a phased remodel where a portion of the store is under construction and therefo
f re not productive
selling space
•
Sales from stores where the store cannot open due to weather damage or other catastrophes, including pandemics
Dis
i cussion
Our business and our comparable sales are subjb ect, at certain times, to calendar shiftf s, which may occur during key selling
periods close to holidays such as Easter, Thanksgiving, and Christmas, and regional fluctuations fo
f r events such as sales tax
holidays. We believe comparable sales provides a useful measure fo
f r investors by removing the impact of new stores and
closed stores. Management considers comparable sales a useful measure in evaluating continuing store perfr o
f rmance.
eCommerce Demand
Descrir p
i tit on
eCommerce demand is defined as gross orders fo
f r Express and/or third party merchandise that originate through our
eCommerce platfo
f rm, including the website, app, and buy online pick-up in store.
Dis
i cussion
We believe eCommerce demand is a useful operational metric fo
f r investors and management as it provides visibility fo
f r orders
placed but not yet shipped.
Transactions
Descrir p
i tit on
Transactions are defined as the number of customer point of sale interactions with customers.
Dis
i cussion
We believe this metric is useful as it provides a better indicator of the acceptance of our product.
EXPRESS, INC. | 2022 Form 10-K | 35

Cost of Goods Sold, Buying and Occupancy Costs
Descrir p
i tit on
Includes the fo
f llowing:
•
Direct cost of purchased merchandise
•
Inventory shrink and other adjustments
•
Inbound and outbound freight
•
Merchandising, design, planning and allocation, and manufacturing/production costs
•
Occupancy costs related to store operations (such as rent and common area maintenance, utilities, and depreciation
on assets)
•
Logistics costs associated with our eCommerce business
•
Impairments on long-lived assets and right of use lease assets
Dis
i cussion
Our cost of goods sold typically increases in higher volume quarters because the direct cost of purchased merchandise is tied
to sales.
The primary drivers of the costs of individual goods are raw materials, labor in the countries where our merchandise is sourced,
and logistics costs associated with transporting our merchandise.
Buying and occupancy costs related to stores are largely fixed and do not necessarily increase as volume increases.
Changes in the mix of products sold by type of product or by channel may also impact our overall cost of goods sold, buying
and occupancy costs.
Extended periods of declined business and sales could result in additional impairment of our assets.
Gross Profit/Gross Margin
Descrir p
i tit on
Gross profit is net sales minus cost of goods sold, buying and occupancy costs. Gross margin measures gross profit as a
percentage of net sales.
Dis
i cussion
Gross profit/gross margin is impacted by the price at which we are able to sell our merchandise and the cost of our product.
We review our inventory levels on an on-going basis in order to identifyf
slow-moving merchandise and generally use
markdowns to clear such merchandise. The timing and level of markdowns are driven primarily by seasonality and customer
acceptance of our merchandise and have a direct efff ect on our gross margin.
Any marked down merchandise that is not sold is marked-out-of-f stock. We use third-party vendors to dispose of this marked-
out-of-f stock merchandise.
Selling, General, and Administrative Expenses
Descrir p
i tit on
Includes operating costs not included in cost of goods sold, buying and occupancy costs such as:
•
Payroll and other expenses related to operations at our corporate offf ices
•
Store expenses other than occupancy costs
•
Marketing expenses, including production, mailing, print, and digital advertising costs, among other things
Dis
i cussion
With the exception of store payroll, certain marketing expenses, and incentive compensation, selling, general, and
administrative expenses generally do not vary proportionally with net sales. As a result, selling, general, and administrative
expenses as a percentage of net sales are usually higher in lower volume quarters and lower in higher volume quarters.
EXPRESS, INC. | 2022 Form 10-K | 36

FISCAL YEAR COMPARISON
Net Sales
2022
2021
Net sales (in thousands)
$ 1,864,182
$ 1,870,296
Comparable retail sales
(2)%
41 %
Comparable outlet sales
4 %
27 %
Total comparable sales percentage change
— %
37 %
Gross square fo
f otage at end of period (in thousands)
4,552
4,686
Number of:
Stores open at beginning of period
561
570
New retail stores
—
—
New outlet stores
—
1
New Express Edit stores
7
6
New UpWest stores
10
8
Closed stores
(25)
(24)
Stores open at end of period
553
561
Net sales fo
f r 2022 decreased approximately $6.1 million compared to 2021, approximately flat on a percentage
basis. The decrease in sales was primarily attributable to the challenging macroeconomic conditions, which became
more pronounced in the back half of the year, primarily afff ecting our women’s and eCommerce businesses. These
macroeconomic conditions resulted in lower store trafff ic and conversion percentages in both stores and
eCommerce in 2022, which were partially offf se
f
t by increases in average unit retail. Sales were further impacted by
reduced consumer spending and increased price sensitivity in discretionary categories.
Gross Profit
The fo
f llowing table shows cost of goods sold, buying and occupancy costs, gross profit in dollars, and gross margin
percentage fo
f r the stated periods:
2022
2021
(in thousands, except percentages)
Cost of goods sold, buying and occupancy costs
$ 1,335,588
$ 1,311,829
Gross profit
$
528,594
$
558,467
Gross margin percentage
28.4 %
29.9 %
The 150 basis point decrease in gross margin percentage, or gross profit as a percentage of net sales, fo
f r 2022
compared to 2021 was comprised of a decrease in merchandise margin of 160 basis points and a decrease in
buying and occupancy costs as a percentage of net sales of 10 basis points. The decrease in merchandise margin
was primarily driven by increased promotional activity in response to the competitive environment. We saw
particular softf ness in our women's business. The merchandise margin rate also reflects higher inventory shrink
rates. Buying and occupancy dollars were approximately flat and were impacted by lower compensation related
expenses offf se
f
t by impairment charges related to certain long-lived store related assets and right of use assets.
Refer to Note 2 in our Consolidated Financial Statements included elsewhere in this Annual Report fo
f r further
discussion regarding the impairment charges fo
f r 2022.
EXPRESS, INC. | 2022 Form 10-K | 37

Selling, General, and Administrative Expenses
The fo
f llowing table shows selling, general, and administrative expenses in dollars and as a percentage of net sales
fo
f r the stated periods:
2022
2021
(in thousands, except percentages)
Selling, general, and administrative expenses
$
596,671
$
558,187
Selling, general, and administrative expenses, as a percentage of net sales
32.0 %
29.8 %
The $38.5 million increase in selling, general, and administrative expenses fo
f r 2022 as compared to 2021 was
primarily driven by strategic investments in store payroll and store wage pressures from minimum wage and merit
during 2022.
Interest Expense, Net
The fo
f llowing table shows interest expense in dollars fo
f r the stated periods:
2022
2021
(in thousands)
Interest expense, net
$
29,103
$
15,198
The $13.9 million increase in interest expense fo
f r 2022 as compared to 2021 was the result of $5.1 million of Te
T rm
Loan refinancing costs, $4.5 million of early debt termination fees related to the subsequent termination of the Te
T rm
Loan and $1.8 million of accelerated Te
T rm Loan discount amortization. The increase was further driven by increased
borrowings under our Amended Revolving Credit Facility, which was impacted by increasing variable rates of
interest during 2022. Refer to Note 7 in our Consolidated Financial Statements included elsewhere in this Annual
Report fo
f r further discussion regarding our borrowings during 2022.
Gain on Transaction with WHP
The fo
f llowing table shows gain on transaction with WHP in dollars fo
f r the stated periods:
2022
2021
(in thousands)
Gain on transaction with WHP
$
(409,493) $
—
The $409.5 million increase in 2022 compared to 2021 was comprised of $235.0 million from the sale of the maja ority
of our interest in our intellectual property to the Joint Ve
V nture, $156.7 million on the equity method investment and
$17.8 million from the premium paid on the common shares by WHP. Refer to Note 2, Note 4 and Note 8 in our
Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K fo
f r further discussion.
Other Income, Net
The fo
f llowing table shows other income in dollars fo
f r the stated periods:
2022
2021
(in thousands)
Other income, net
$
(1,384) $
(298)
The $1.1 million increase in other income in 2022 compared to 2021 was primarily due to payments received from
Homage, LLC during 2022. Refer to Note 4 in our Consolidated Financial Statements included elsewhere in this
Annual Report on Form 10-K fo
f r further discussion.
EXPRESS, INC. | 2022 Form 10-K | 38

Income Tax Expense
The fo
f llowing table shows income tax expense in dollars fo
f r the stated periods:
2022
2021
(in thousands)
Income tax expense
$
20,453
$
315
The efff ective tax rate was 6.5% and (2.2)% fo
f r 2022 and 2021, respectively. The efff ective tax rate fo
f r 2022 reflects
the impact of the tax expense from the gain on the transaction with WHP offf se
f
t by a decrease to the valuation
allowance against our net deferred tax assets. The efff ective tax rate fo
f r 2021 reflects the impact of non-deductible
executive compensation and the release of a valuation allowance against fo
f recasted taxable earnings.
Operating Income (Loss), Net Income (Loss), Diluted Earnings Per Share, EBITDA and
Adjusted EBITDA
Included in the table below is operating income (loss), net income (loss), diluted earnings per share, earnings befo
f re
interest, taxes, depreciation, and amortization ("EBITDA") and adjusted EBITDA fo
f r 2022 and 2021, respectively.
We supplement the reporting of our financial info
f rmation determined under United States generally accepted
accounting principles ("GAA
A P") with certain non-GAA
A P financial measures: adjusted operating income (loss),
adjusted net income (loss), adjusted diluted earnings per share, EBITDA and adjusted EBITDA. The fo
f llowing table
presents these financial measures, each a non-GAA
A P financial measure, fo
f r the stated periods which eliminate
certain non-core operating costs:
2022
2021
(in thousands, except per share amounts)
Operating (loss)/income
$
(67,487)
$
779
Adjusted operating (loss)/income (Non-GAA
A P)
$
(65,337)
$
779 *
Net income/(loss)
$
293,834
$
(14,436)
Adjusted net loss (Non-GAA
A P)
$
(82,447)
$
(14,436) *
Diluted earnings per share
$
4.25
$
(0.22)
Adjusted diluted earnings per share (Non-GAA
A P)
$
(1.21)
$
(0.22) *
EBITDA (Non-GAA
A P)
$
402,719
$
64,717
Adjusted EBITDA (Non-GAA
A P)
$
6,815
$
64,717 *
* No adjustments were made to operating income, net loss, diluted earnings per share or EBITDA fo
f r 2021.
Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Diluted Earnings Per
Share
Adjusted operating income (loss), adjusted net income (loss), and adjusted diluted earnings per share exclude the
impact of certain items that we do not believe are directly related to our underlying operations.
How Th
T ese Measure
r s Are
r
Us
U efu
f l
We believe that these non-GAA
A P measures provide additional useful info
f rmation to assist stockholders in
understanding our financial results and assessing its prospects fo
f r future perfr o
f rmance. Management believes
adjusted operating income (loss), adjusted net income (loss), and adjusted diluted earnings per share are important
indicators of our business perfr o
f rmance because they exclude items that may not be indicative of, or are unrelated
to, our underlying operating results, and may provide a better baseline fo
f r analyzing trends in the business.
Lim
i
ita
t tit ons of th
t e Us
U efu
f ln
l ess of Th
T ese Measure
r s
Because non-GAA
A P financial measures are not standardized, adjusted operating income (loss), adjusted net
income (loss), and adjusted diluted earnings per share may difff er from similarly titled measures used by other
companies due to difff erent methods of calculation. These adjusted financial measures should not be considered in
isolation or as a substitute fo
f r reported operating loss, net income, or diluted earnings per share. These non-GAA
A P
EXPRESS, INC. | 2022 Form 10-K | 39

financial measures reflect an additional way of viewing our operations that, when viewed together with the GAA
A P
results, provide a more complete understanding of our business. A reconciliation of adjusted operating income
(loss), adjusted net income (loss) and adjusted diluted earnings per share to the most directly comparable GAA
A P
measure is set fo
f rth below:
2022
(in thousands, except per share amounts)
Operating
Loss
Income Tax
Impact
Net Income/
(Loss)
Diluted
Earnings
per Share
Weighted
Average Diluted
Shares
Outstanding
Reported GAA
A P Measure
$ (67,487)
$ 293,834
$
4.25
69,058
(d)
Gain on transaction with WHP(a)
—
23,147
(386,346)
(5.68)
Debt termination costs(c)
—
(2,966) (b)
8,473
0.12
Impairment of property, equipment and
lease assets
2,150
(558)
(b)
1,592
0.02
Adjusted Non-GAA
A P Measure
$ (65,337)
$ (82,447)
$
(1.21)
68,046
(e)
a.
Gain on transaction with WHP befo
f re tax was $409.5 million and was recorded separately as Gain on Transaction with WHP. The
efff ective tax rate on the gain was approximately 6% due to the reversal of the previously recorded valuation allowance.
b.
Items tax efff ected at the applicable deferred or statutory rate.
c.
Debt termination costs befo
f re tax were $11.4 million and were recorded in interest expense, net.
d.
Weighted average diluted shares outstanding fo
f r purpose of calculating diluted earnings per share includes the dilutive efff ect of share-
based awards as determined under the treasury stock method.
e.
Weighted average shares outstanding fo
f r purpose of calculating adjusted loss per share excludes the dilutive efff ect of share-based
awards as determined under the treasury stock method.
EBITDA and Adjusted EBITDA
EBITDA is defined as net income (loss) befo
f re interest expense (net of interest income), income tax expense and
depreciation and amortization expense. Adjusted EBITDA is calculated the same as EBITDA further excluding the
aftf er tax impacts of the gain that resulted from the WHP transaction, as well as debt termination costs and
impairment charges that we do not believe are directly related to our underlying operations.
How Th
T ese Measure
r s Are
r
Us
U efu
f l
When used in conjunction with GAA
A P financial measures, EBITDA and adjusted EBITDA are supplemental
measures of operating perfr o
f rmance that we believe are useful measures to facilitate comparisons to historical
perfr o
f rmance. EBITDA is used as a perfr o
f rmance measure in our long-term executive compensation program fo
f r
purposes of determining the number of equity awards that are ultimately earned and is also a metric used in our
short-term cash incentive compensation plan. We use adjusted EBITDA, among other measures, to monitor
business perfr o
f rmance.
Lim
i
ita
t tit ons of th
t e Us
U efu
f ln
l ess of Th
T ese Measure
r s
Because non-GAA
A P financial measures are not standardized, EBITDA and adjusted EBITDA may difff er from
similarly titled measures used by other companies due to difff erent methods of calculation. Presentation of EBITDA
and adjusted EBITDA are not intended to be considered in isolation or as a substitute fo
f r the financial info
f rmation
prepared and presented in accordance with GAA
A P. Adjusted EBITDA excludes the aftf er tax impacts of the gain that
resulted from the WHP transaction, as well as debt termination costs and impairment charges. Therefo
f re, these
measures may not provide a complete understanding of our perfr o
f rmance and should be reviewed in conjunction
with the GAA
A P financial measures. A reconciliation of EBITDA and adjusted EBITDA to the most directly comparable
GAA
A P measures, is set fo
f rth below:
EXPRESS, INC. | 2022 Form 10-K | 40

2022
2021
(in thousands)
Net income/(loss)
$
293,834
$
(14,436)
Interest expense, net
29,103
15,198
Income tax expense
20,453
315
Depreciation and amortization
59,329
63,640
EBITDA (Non-GAA
A P Measure)
$
402,719
$
64,717
Gain on transaction with WHP
(409,493)
—
Debt termination costs
11,439
—
Impairment of property, equipment and lease assets
2,150
—
Adjusted EBITDA (Non-GAA
A P Measure)
$
6,815
$
64,717
LIQUIDITY AND CAPITAL RESOURCES
Forw
r ard-Looking Liquidity Discussion
Our liquidity position benefits from the fact that we generally collect cash from sales to customers the same day or,
in the case of credit or debit card transactions, within three to five days of the related sale, and we have up to 75
days to pay certain merchandise vendors and 45 days to pay the maja ority of our non-merchandise vendors. We also
have commitments under lease agreements and debt agreements that will require future cash outlays.
For info
f rmation on future payments required under lease agreements see Note 5 of our Consolidated Financial
Statements included elsewhere in this Annual Report on Form 10-K and fo
f r future payment info
f rmation related to
our long-term debt see Note 7 of our Consolidated Financial Statements included elsewhere in this Annual Report
on Form 10-K.
Based upon the sales and results of operations recovery seen during 2022, as well as the availability of additional
liquidity under the Amended Revolving Credit Facility, and expense control and other measures taken to date, we
continue to be in compliance with the financial covenants under our Amended Revolving Credit Facility. We plan to
continue enhancing our liquidity by selling through our inventory at appropriate retail prices and managing our costs.
We believe this will result in sufff icient cash flows to support our ongoing operations and to meet our covenant
requirements under the Amended Revolving Credit Facility fo
f r at least one year fo
f llowing the date that these
Consolidated Financial Statements in Part II, Item 8 of this Annual Report are issued and beyond. However, due to
the uncertainty related to the challenging macroeconomic, consumer and competitive environments we could
experience material changes to fo
f recasted revenues and cash flows and may experience difff iculty remaining in
compliance with financial covenants.
During the fo
f urth quarter of 2022, we amended the existing $140.0 million Te
T rm Loan Credit Facility (the “Amended
Te
T rm Loan Facility”) and existing $250.0 million Asset-Based Revolving Credit (the “2022 Amended Revolving Credit
Facility”). The Amended Te
T rm Loan Facility refinanced the $90.0 million “first in, last out” term loan facility (“FILO
Te
T rm Loan”) with a new $90.0 million “first in, last out” term loan facility and terminated the $50.0 million delayed
draw term loan facility (“DDTL”). The 2022 Amended Revolving Credit Facility increased the maximum revolver
amount by $40.0 million to $290.0 million. Subsequent to the debt amendment transaction and prior to the closing of
the fiscal year, we entered into the strategic partnership with WHP that provided $260.0 million in proceeds which
we used to pay offf (i) the remaining $90.0 million outstanding on our Te
T rm Loan and (ii) a portion of our Amended
Revolving Credit Facility.
To
T
fund our normal working capital requirements we will continue to utilize our Amended Revolving Credit Facility.
We have (and in the future may continue to have) a negative working capital balance. Our current liabilities include
current operating lease liabilities, fo
f r which the corresponding operating right of use assets are recorded as non-
current on our Consolidated Balance Sheets. However, the cash collected from our sales is typically collected
befo
f re payment is due on our current liabilities. The Amended Revolving Credit Facility contain certain afff irmative
and negative covenants. Refer to Note 7 in our Consolidated Financial Statements included elsewhere in this
Annual Report on Form 10-K fo
f r further details regarding the Amended Revolving Credit Facility.
EXPRESS, INC. | 2022 Form 10-K | 41

Analysis of Cash Flows
A summary of cash provided by or used in operating, investing, and financing activities is shown in the fo
f llowing
table:
2022
2021
(in thousands)
(Used in) provided by operating activities
$
(157,080) $
89,380
Provided by (used in) investing activities
196,012
(34,771)
Used in financing activities
(14,496)
(69,307)
Increase (Decrease) in cash and cash equivalents
24,436
(14,698)
Cash and cash equivalents at end of period
$
65,612
$
41,176
Op
O era
r tit n
i g Actit vi
v tit es
Our business historically relies on cash flows from operations as our primary source of liquidity, with the maja ority of
those cash flows being generated in the fo
f urth quarter of the year. Our primary operating cash needs are fo
f r
merchandise inventories, payroll, store rent and marketing. Net cash used in operating activities was $157.1 million
in 2022 compared to cash provided of $89.4 million in 2021. The $246.5 million decrease in cash flows from
operating activities fo
f r 2022 as compared to 2021 was primarily driven by changes in working capital and operating
loss. The changes in working capital were primarily driven by a decrease in accounts payable due to the payment of
inventory related amounts on the Consolidated Balance Sheets at January 29, 2022. Operating cash flows fo
f r 2021
were positively impacted by the receipt of approximately $60.0 million of CARES Act receivable.
In
I ve
v stit n
i g Actit vi
v tit es
Investing activities consists of capital expenditures and equity method investments. Net cash provided by investing
activities was $196.0 million in 2022 compared to cash used of $34.8 million in 2021. The $230.8 million increase in
cash flows from investing activities fo
f r 2022 as compared to 2021 was primarily driven by proceeds from the WHP
transaction. Refer to Note 2, Note 4 and Note 8 in our Consolidated Financial Statements included elsewhere in
this Annual Report on Form 10-K fo
f r further details.
We had capital expenditures of approximately $47.4 million in 2022 and $34.8 million in 2021. Our capital
expenditures consist primarily of new and remodeled store construction and fixtures and investments in info
f rmation
technology. The increase in capital expenditures in 2022 was primarily driven by investments in info
f rmation
technology to support our strategic business initiatives.
Fi
F n
i ancin
i g Actit vi
v tit es
Credit Facility
On November 23, 2022, our $250.0 million Amended Revolving Credit Facility was amended and increased by
$40.0 million to $290.0 million.
During 2022, we borrowed a net additional $87.0 million on our Amended Revolving Credit Facility to fund normal
working capital needs as well as capital expenditures fo
f r stores, our eCommerce platfo
f rm and other info
f rmation
technology investments. In addition, we used the proceeds from the WHP transaction to pay offf (i) the remaining
$90.0 million outstanding on our Te
T rm Loan and (ii) a portion of the Amended Revolving Credit Facility.
As of January 28, 2023, the net amount outstanding under our Amended Revolving Credit Facility was
$122.0 million, all of which is classified as long-term debt on the Consolidated Balance Sheet and approximately
$148.4 million was available fo
f r borrowing under our Amended Revolving Credit Facility subjb ect to certain borrowing
base limitations and aftf er outstanding letters of credit in the amount of $19.6 million, primarily related to our third
party logistics contract. Refer to Note 7 of our Consolidated Financial Statements included elsewhere in this Annual
Report on Form 10-K fo
f r additional info
f rmation on our Amended Revolving Credit Facility.
EXPRESS, INC. | 2022 Form 10-K | 42

Share Repurchases
On November 28, 2017, the Board approved a share repurchase program that authorizes us to repurchase up to
$150.0 million of our outstanding common stock using available cash. During 2022 and 2021, we did not repurchase
shares under the stock repurchase program.
ATM Equity Offf ering Sales Agreement
On June 3, 2021, we entered into an AT
A M Equity Offf ering Sales Agreement (the “Sales Agreement”) with BofA
f
Securities, Inc. (“BofA
f ”), as the sales agent to sell up to 15.0 million shares of our common stock, par value $0.01
per share, through an “at-the-market” offf ering program. Such shares were to be issued pursuant to our shelf
registration statement on Form S-3 (Registration No. 333-253368) filed with the SEC on April 6, 2021. During 2022
and 2021, we did not sell any shares under the Sales Agreement. On December 2, 2022, we delivered written
notice to BofA
f
to terminate the Sales Agreement due to the fact that we no longer intend to utilize the Sales
Agreement. The termination of the Sales Agreement became efff ective as of December 7, 2022. There are no
penalties associated with the termination of the Sales Agreement. Refer to Note 8 to our Consolidated Financial
Statements included elsewhere in this Annual Report fo
f r further info
f rmation related to our termination of the Sales
Agreement.
Investment Agreement
On December 8, 2022, we entered into an investment agreement relating to the issuance and sale of shares of our
common stock, par value $0.01, in a private placement to WHP (the "Investment Agreement"). On January 25,
2023, we completed the transactions contemplated by the Investment Agreement and the Membership Interest
Purchase Agreement. Pursuant to the Investment Agreement, we issued and sold 5.4 million shares of common
stock to WHP fo
f r a purchase price of $4.60 per share, or an aggregate purchase price of $25.0 million. The excess
paid over fair value of $17.8 million was recorded in gain on transaction with WHP on the Consolidated Statements
of Income and Comprehensive Income. We used the proceeds to repay our outstanding term loan, fund the Joint
Ve
V nture’s first year guaranteed minimum royalty of $60.0 million pursuant to the License Agreement and pay costs,
fees and expenses incurred in connection with the Investment Agreement and other associated transactions. For
additional info
f rmation, refer Note 4 and Note 8 of our Consolidated Financial Statements included elsewhere in this
Annual Report on Form 10-K.
EXPRESS, INC. | 2022 Form 10-K | 43

CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with GAA
A P requires management to make estimates and
assumptions that afff ect the reported amounts of our assets, liabilities, revenues, and expenses, as well as the
related disclosure of contingent assets and liabilities at the date of the financial statements. Management evaluates
its accounting policies, estimates, and judgments on an on-going basis. Management bases its estimates and
judgments on historical experience and various other factors that are believed to be reasonable under the
circumstances. Actual results may difff er from these estimates under difff erent assumptions and conditions.
Management evaluated the development and selection of its critical accounting policies and estimates and believes
that the fo
f llowing policies involve a higher degree of judgment or complexity and are most significant to reporting
our results of operations and financial position and are, therefo
f re, discussed as critical. The fo
f llowing critical
accounting policies reflect the significant estimates and judgments used in the preparation of our Consolidated
Financial Statements. More info
f rmation on all of our significant accounting policies can be fo
f und in Note 2 to our
Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Store Asset Impairment
Descrir p
i tit on of Polil cy
c
Store related Property and Equipment, including the right of use assets, are tested fo
f r recoverability whenever events or
changes in circumstances indicate that the carrying amount of these assets might not be recoverable. These include, but are
not limited to, material adverse changes in projo ected revenues, present cash flow losses combined with a history of cash flow
losses and a fo
f recast that demonstrates significant continuing losses, significant negative economic conditions, a significant
decrease in the market value of an asset and store closure or relocation decisions. We review fo
f r indicators of impairment at
the individual store level, the lowest level fo
f r which cash flows are identifiable.
Stores that display an indicator of impairment are subjb ected to an impairment assessment. Our impairment assessment
requires management to make assumptions and judgments related, but not limited, to management’s expectations fo
f r future
operations and projo ected cash flows.
•
The key assumption used in our undiscounted future store cash flow models is the sales growth rate.
An impairment loss may be recognized when these undiscounted future cash flows are less than the carrying amount of the
asset group. In the circumstance of impairment, any loss would be measured as the excess of the carrying amount of the asset
group over its fair value. Fair value of our store-related assets is determined at the individual store level based on the highest
and best use of the asset group.
•
The key assumptions used in our fair value analysis may include discounted estimates of future store cash flows from
operating the store and/or comparable market rents.
Judg
d ments
t
and Un
U certr a
t in
i tit es
Our analysis fo
f r impairment requires judgment surrounding identification of appropriate triggering events and assumptions used
in our fair value model. These judgments can be afff ected by factors such as expectations fo
f r future store perfr o
f rmance, real
estate demand, market rent and economic conditions that can be difff icult to predict.
Ef
E ff e
f ct if Actual Results
t
Difff e
f r frf o
r m Assumptit ons
We have no reason to believe that there will be a material change in the future estimates or assumptions we use in this
evaluation. However, if we become aware of additional triggering events there is potential that additional stores could be
required to be tested fo
f r impairment and could be impaired. These events could include further deterioration in store operating
results, increased store labor costs, our inability to implement our cost savings initiatives or lower mall trafff ic. In addition, if
market rent fair values deteriorate, our fair value test could determine additional right of use asset impairment. A 1% reduction
in our store related assets would be approximately $5.0 million at January 28, 2023.
EXPRESS, INC. | 2022 Form 10-K | 44

Inventories - Lower of Cost or Net Realizable Value
Descrir p
i tit on of Polil cy
c
Inventories are principally valued at the lower of cost or net realizable value on a weighted-average cost basis. We record a
lower of cost or net realizable value adjustment fo
f r our inventories if the cost of specific inventory items on hand exceeds the
amount we expect to realize from the ultimate sale or disposal of the inventory.
Judg
d ments
t
and Un
U certr a
t in
i tit es
Our accounting methodology fo
f r determining the lower of cost or net realizable value adjustment contains uncertainties
because it requires management to make assumptions and estimates that are based on factors such as merchandise
seasonality, historical trends, and estimated inventory levels, including sell-through of remaining units.
Ef
E ff e
f ct if Actual Results
t
Difff e
f r frf o
r m Assumptit ons
We have no reason to believe that there will be a material change in the future estimates or assumptions we use to measure
the lower of cost or net realizable value adjustment. However, if actual results are not consistent with our estimates or
assumptions, we may be exposed to losses or gains that could be material. A 100 basis point increase or decrease in the lower
of cost or net realizable value adjustment would not have had a material impact on the inventory balance or pre-tax income as
of and fo
f r the year ended January 28, 2023.
Valuation Allowance on Deferred Tax Assets
Descrir p
i tit on of Polil cy
c
Deferred tax assets and liabilities are recognized fo
f r the estimated future tax consequences of temporary difff erences that
currently exist between the tax basis and the financial reporting basis of our assets and liabilities. Va
V luation allowances are
established against deferred tax assets when it is more likely than not that the realization of those deferred tax assets will not
occur.
Judg
d ments
t
and Un
U certr a
t in
i tit es
Our deferred tax asset and liability balances contain uncertainty because changes in tax laws, rates, or future taxable income
may difff er from estimates and judgments made by management. Assessing whether deferred tax assets are realizable requires
significant judgment. We consider all available positive and negative evidence, including past operating results and
expectations of future operating income. The ultimate realization of deferred tax assets is oftf en dependent upon future
profitability, which is inherently uncertain. While we have a full valuation allowance on our net deferred tax asset assets, future
changes in assumptions could have an efff ect on our estimates.
Ef
E ff e
f ct if Actual Results
t
Difff e
f r frf o
r m Assumptit ons
We have no reason to believe that there will be a material change in the future estimates or assumptions we use to calculate
our deferred taxes. However, if future tax rates are changed, or if actual results are not consistent with our estimates, we may
need to adjust the carrying value of our deferred tax balances. An increase or decrease in the valuation allowance would result
in a respective increase or decrease in our efff ective tax rate in the period the increase or decrease occurs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
INTEREST RATE RISK
Our Amended Revolving Credit Facility bears interest at variable rates. See Note 7 to our Consolidated Financial
Statements included elsewhere in this Annual Report on Form 10-K fo
f r further info
f rmation on the calculation of the
rates. The nature and amount of our long-term debt can be expected to vary as a result of future business
requirements, market conditions, and other factors.
As of January 28, 2023, we had approximately $122.0 million in borrowings outstanding under our Amended
Revolving Credit Facility. Based on the levels of borrowings under our credit facility at January 28, 2023, we
estimate that a 100 basis point increase or decrease in underlying interest rates would increase or decrease annual
interest expense by approximately $1.2 million. This hypothetical analysis may difff er from the actual change in
interest expense due to potential changes in interest rates or gross borrowings outstanding under our credit facility.
IMPACT OF INFLATION
Inflationary factors such as increases in the cost of our products and operations may adversely afff ect our operating
results. Although we do not believe that inflation has had a material impact on our financial position or results of
EXPRESS, INC. | 2022 Form 10-K | 45

operations to date, a high rate of inflation in the future may have an adverse efff ect on our ability to maintain current
levels of gross profit and selling, general, and administrative expenses as a percentage of net sales if the selling
prices of our products do not rise with these increased costs.
EXPRESS, INC. | 2022 Form 10-K | 46

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)
48
Consolidated Balance Sheets
51
Consolidated Statements of Income and Comprehensive Income
52
Consolidated Statements of Changes in Stockholders' Equity
53
Consolidated Statements of Cash Flows
54
Notes to Consolidated Financial Statements
55
EXPRESS, INC. | 2022 Form 10-K | 47

Report of Independent Registered Public Accounting Firm
To
T the Board of Directors and Stockholders of Express, Inc.
Op
O in
i ions on th
t e Fi
F n
i ancia
i l Sta
t tements
t
and In
I tern
r al Contrt o
r l ove
v r Fi
F n
i ancia
i l Rep
e ortr it n
i g
We have audited the accompanying consolidated balance sheets of Express, Inc. and its subsidiaries (the
“Company”) as of January 28, 2023 and January 29, 2022, and the related consolidated statements of income and
comprehensive income, of changes in stockholders’ equity and of cash flows fo
f r each of the three years in the
period ended January 28, 2023, including the related notes (collectively referred to as the “consolidated financial
statements”). We also have audited the Company's internal control over financial reporting as of January 28, 2023,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of January 28, 2023 and January 29, 2022, and the results of its operations
and its cash flows fo
f r each of the three years in the period ended January 28, 2023 in confo
f rmity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all
material respects, efff ective internal control over financial reporting as of January 28, 2023, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis
i
fo
f r Op
O in
i ions
The Company's management is responsible fo
f r these consolidated financial statements, fo
f r maintaining efff ective
internal control over financial reporting, and fo
f r its assessment of the efff ectiveness of internal control over financial
reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perfr o
f rm the audits to obtain reasonable assurance about whether the consolidated financial statements are free
of material misstatement, whether due to error or fraud, and whether efff ective internal control over financial
reporting was maintained in all material respects.
Our audits of the consolidated financial statements included perfr o
f rming procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and perfr o
f rming procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating efff ectiveness of internal control based on the assessed risk. Our
audits also included perfr o
f rming such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis fo
f r our opinions.
Defif n
i itit on and Lim
i
ita
t tit ons of In
I tern
r al Contrt o
r l ove
v r Fi
F n
i ancia
i l Rep
e ortr it n
i g
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements fo
f r external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
EXPRESS, INC. | 2022 Form 10-K | 48

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material efff ect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projo ections of any evaluation of efff ectiveness to future periods are subjb ect to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Crir tit cal Audi
d t Ma
M tters
r
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (i)
relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our
especially challenging, subjb ective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Store
r
Asset Impairi m
r
ent Assessmentst
As described in Notes 2 and 3 to the consolidated financial statements, the Company has long-lived assets which
include consolidated property and equipment, net of $133 million and consolidated right of use asset, net of $505
million as of January 28, 2023, of which a significant portion of such balances relate to store level long-lived assets.
For the year ended January 28, 2023, the Company recognized impairment charges of $2 million related to store
level property and equipment and right of use assets. As disclosed by management, store related property and
equipment and right of use assets are tested fo
f r recoverability whenever events or changes in circumstances
indicate that the carrying amount of these assets might not be recoverable. Management reviews fo
f r indicators of
impairment at the individual store level, the lowest level fo
f r which cash flows are identifiable. Stores that display an
indicator of impairment are subjb ected to an impairment assessment. The impairment assessment requires
management to make assumptions and judgments related, but not limited, to management’s expectations fo
f r future
operations and projo ected cash flows. The key assumption used in undiscounted future store cash flow models is the
sales growth rate. An impairment loss may be recognized when these undiscounted future cash flows are less than
the carrying amount of the asset group. In the circumstance of impairment, any loss would be measured as the
excess of the carrying amount of the asset group over its fair value. Fair value of the store-related assets is
determined at the individual store level based on the highest and best use of the asset group. The key assumptions
used in the fair value analysis may include discounted estimates of future store cash flows from operating the store
and/or comparable market rents.
The principal considerations fo
f r our determination that perfr o
f rming procedures relating to the store asset impairment
assessments is a critical audit matter are a high degree of auditor subjb ectivity and efff o
f rt in perfr o
f rming procedures
and evaluating management’s significant assumptions related to the sales growth rate when developing the
undiscounted future cash flows, and comparable market rents when estimating the fair value. In addition, the audit
efff o
f rt involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved perfr o
f rming procedures and evaluating audit evidence in connection with fo
f rming our
overall opinion on the consolidated financial statements. These procedures included testing the efff ectiveness of
controls relating to the store asset impairment assessments, including controls over the assumptions used when
developing the undiscounted future cash flows expected to be generated by the assets to test fo
f r recoverability and
when estimating the fair value of the asset groups to measure fo
f r impairment. These procedures also included,
among others (i) testing management’s process fo
f r developing the undiscounted future cash flows expected to be
generated by the assets and estimating the fair value of the asset groups; (ii) evaluating the appropriateness of the
models used by management; (iii) testing the completeness, accuracy and relevance of underlying data used in the
models; and (iv) evaluating the reasonableness of the significant assumptions related to the sales growth rate when
developing the undiscounted future cash flows, and comparable market rents when estimating the fair value.
Evaluating management’s assumptions related to the sales growth rate and comparable market rents involved
evaluating whether the assumptions used by management were reasonable considering the current and past
perfr o
f rmance of the asset groups, the consistency with evidence obtained in other areas of the audit as it relates to
the sales growth rate, and consistency with external market data as it relates to the sales growth rate and
comparable market rents. Professionals with specialized skill and knowledge were used to assist in evaluating the
reasonableness of the comparable market rents significant assumption.
EXPRESS, INC. | 2022 Form 10-K | 49

/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
March 31, 2023
We have serve
r
d as the Company’s auditor since 2008.
EXPRESS, INC. | 2022 Form 10-K | 50

EXPRESS, INC.
CONSOLIDATED BALANCE SHEETS
(A
( mounts
t
in
i
Th
T ousands
d , Ex
E cep
e t Per Share
r
Amounts
t )
s
January
r
28, 2023
January
r
29, 2022
ASSETS
Current Assets:
Cash and cash equivalents
$
65,612
$
41,176
Receivables, net
12,374
11,744
Income tax receivable
1,462
53,665
Inventories
365,649
358,795
Prepaid royalty
59,565
—
Prepaid rent
7,744
5,602
Other
21,998
19,755
To
T tal current assets
534,404
490,737
Right of Use Asset, Net
505,350
615,462
Property and Equipment
1,019,577
975,802
Less: accumulated depreciation
(886,193)
(827,820)
Property and equipment, net
133,384
147,982
Non-Current Income Ta
T x Receivable
52,278
—
Equity Method Investment
166,106
—
Other Assets
6,803
5,273
TOTAL ASSETS
$
1,398,325
$
1,259,454
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term lease liability
$
189,006
$
196,628
Accounts payable
191,386
231,974
Deferred royalty income
19,852
—
Deferred revenue
35,543
35,985
Short-term debt
—
11,216
Accrued expenses
105,803
110,850
To
T tal current liabilities
541,590
586,653
Long-Te
T rm Lease Liability
406,448
536,905
Long-Te
T rm Debt
122,000
117,581
Other Long-Te
T rm Liabilities
20,718
17,007
To
T tal Liabilities
1,090,756
1,258,146
Commitments and Contingencies (Note 12)
Stockholders’ Equity:
Preferred stock – $0.01 par value; 10,000 shares authorized; no shares issued or
outstanding
—
—
Common stock – $0.01 par value; 500,000 shares authorized; 99,067 shares and 93,632
shares issued at January 28, 2023 and January 29, 2022, respectively, and 73,760 shares
and 67,072 shares outstanding at January 28, 2023 and January 29, 2022, respectively
990
936
Additional paid-in capital
228,633
220,078
Retained earnings
355,736
77,093
Treasury stock – at average cost; 25,307 shares and 26,560 shares at January 28, 2023
and January 29, 2022, respectively
(277,790)
(296,799)
To
T tal stockholders’ equity
307,569
1,308
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
1,398,325
$
1,259,454
See Notes to Consolidated Financial Statements.
EXPRESS, INC. | 2022 Form 10-K | 51

EXPRESS, INC.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(A
( mounts
t
in
i
Th
T ousands
d , Ex
E cep
e t Per Share
r
Amounts
t )
s
2022
2021
2020
Net Sales
$
1,864,182
$
1,870,296
$
1,208,374
Cost of Goods Sold, Buying and Occupancy Costs
1,335,588
1,311,829
1,213,281
GROSS PROFIT/(LOSS)
528,594
558,467
(4,907)
Operating Expenses:
Selling, general, and administrative expenses
596,671
558,187
450,834
Other operating income, net
(590)
(499)
(526)
TOTAL OPERATING EXPENSES
596,081
557,688
450,308
OPERATING (LOSS)/INCOME
(67,487)
779
(455,215)
Interest Expense, Net
29,103
15,198
3,401
Gain on Transaction with WHP
(409,493)
—
—
Other (Income)/Expense, Net
(1,384)
(298)
2,733
INCOME/(LOSS) BEFORE INCOME TAXES
314,287
(14,121)
(461,349)
Income Ta
T x Expense/(Benefit)
20,453
315
(55,900)
NET INCOME/(LOSS)
$
293,834
$
(14,436)
$
(405,449)
COMPREHENSIVE INCOME/(LOSS)
$
293,834
$
(14,436)
$
(405,449)
EARNINGS PER SHARE:
Basic
$
4.32
$
(0.22)
$
(6.27)
Diluted
$
4.25
$
(0.22)
$
(6.27)
WEIGHTED AV
A ERAGE SHARES OUTSTA
T NDING:
Basic
68,046
66,448
64,624
Diluted
69,058
66,448
64,624
See Notes to Consolidated Financial Statements.
EXPRESS, INC. | 2022 Form 10-K | 52

EXPRESS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(A
( mounts
t
in
i
Th
T ousands
d )
s
Common Stock
Treasury
r
Stock
Shares
Outstanding
Par Value
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Shares
At
Average
Cost
Total
BALANCE, February
r
1, 2020
63,922 $
936 $ 215,207 $ 533,690 $
—
29,710 $(343,531) $
406,302
Net loss
—
—
—
(405,449)
—
—
—
(405,449)
Exercise of stock options and
restricted stock
1,392
—
(2,528)
(13,509)
—
(1,392)
16,037
—
Share-based compensation
—
—
9,462
—
—
—
—
9,462
Repurchase of common stock
(343)
—
—
—
—
343
(626)
(626)
BALANCE, January
r
30, 2021
64,971 $
936 $ 222,141 $ 114,732 $
—
28,661 $(328,120) $
9,689
Net loss
—
—
—
(14,436)
—
—
—
(14,436)
Exercise of stock options and
restricted stock
3,084
—
(11,872)
(23,203)
—
(3,084)
35,075
—
Share-based compensation
—
—
9,809
—
—
—
—
9,809
Repurchase of common stock
(983)
—
—
—
—
983
(3,754)
(3,754)
BALANCE, January
r
29, 2022
67,072 $
936 $ 220,078 $
77,093 $
—
26,560 $(296,799) $
1,308
Net income
—
—
—
293,834
—
—
—
293,834
Issuance of common stock
5,435
54
6,845
—
—
—
—
6,899
Exercise of stock options and
restricted stock
1,888
—
(5,830)
(15,191)
—
(1,888)
21,021
—
Share-based compensation
—
—
7,540
—
—
—
—
7,540
Repurchase of common stock
(635)
—
—
—
—
635
(2,012)
(2,012)
BALANCE, January
r
28, 2023
73,760 $
990 $ 228,633 $ 355,736 $
—
25,307 $(277,790) $
307,569
See Notes to Consolidated Financial Statements.
EXPRESS, INC. | 2022 Form 10-K | 53

EXPRESS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(A
( mounts
t
in
i
Th
T ousands
d )
s
2022
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)
$
293,834
$
(14,436)
$
(405,449)
Adjustments to reconcile net income/(loss) to net cash (used in) provided by
operating activities:
Depreciation and amortization
62,169
67,622
73,698
Gain on transaction with WHP
(409,493)
—
—
Loss on extinguishment of debt
4,500
—
—
Loss on disposal of property and equipment
57
140
901
Impairment of property, equipment and lease assets
2,150
—
34,380
Equity method investment impairment
—
—
3,233
Share-based compensation
7,540
9,809
9,462
Deferred taxes
10,868
—
54,967
Landlord allowance amortization
(387)
(496)
(416)
Other non-cash adjustments
—
—
(500)
Changes in operating assets and liabilities:
Receivables, net
(630)
2,812
(3,732)
Income tax receivable
(75)
57,677
(108,342)
Prepaid royalty
(59,565)
—
—
Inventories
(6,854)
(94,435)
(44,057)
Deferred royalty income
19,852
—
—
Accounts payable, deferred revenue, and accrued
expenses
(46,367)
68,304
68,275
Other assets and liabilities
(34,679)
(7,617)
(6,046)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
(157,080)
89,380
(323,626)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
(47,375)
(34,771)
(16,854)
Proceeds from WHP transaction
243,387
—
—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
196,012
(34,771)
(16,854)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under the revolving credit facility
350,470
148,000
165,000
Repayment of borrowings under the revolving credit facility
(263,470)
(219,050)
(58,950)
Proceeds from borrowings under the term loan facility
—
50,000
90,000
Repayment of borrowings under the term loan facility
(96,737)
(43,263)
—
Proceeds on financing arrangements
—
—
2,634
Repayments of financing arrangements
—
(769)
(1,864)
Costs incurred in connection with debt arrangements
(9,646)
(471)
(6,979)
Proceeds on issuance of common stock
6,899
—
—
Repurchase of common stock fo
f r tax withholding obligations
(2,012)
(3,754)
(626)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
(14,496)
(69,307)
189,215
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
24,436
(14,698)
(151,265)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
41,176
55,874
207,139
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
65,612
$
41,176
$
55,874
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid fo
f r interest
$
25,121
$
11,259
$
2,676
Cash paid to taxing authorities
$
1,374
$
573
$
621
See Notes to Consolidated Financial Statements.
EXPRESS, INC. | 2022 Form 10-K | 54

EXPRESS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Note 1
Description of Business and Basis of Presentation
56
Note 2
Summary of Significant Accounting Policies
57
Note 3
Property and Equipment, Net
64
Note 4
Equity Method Investment
64
Note 5
Leases
66
Note 6
Income Taxes
68
Note 7
Debt
71
Note 8
Stockholders' Equity
73
Note 9
Long-Term Incentive Compensation
74
Note 10
Earnings Per Share
77
Note 11
Retirement Benefits
77
Note 12
Commitments and Contingencies
78
EXPRESS, INC. | 2022 Form 10-K | 55

NOTE 1 | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Business Description
Express, Inc., together with its subsidiaries (“Express” or the “Company”), is a fashion retail company whose
business includes an omnichannel operating platfo
f rm, physical and online stores, and a multi-brand portfo
f lio that
includes Express and UpWest. The Express brand launched in 1980 with the idea that style, quality and value
should all be fo
f und in one place. To
T day, Express is a brand with a purpose - We
W
Cre
r ate Confif dence. We
W
Inspiri e
r
Self-f Exp
E
re
r ssion. - powered by a styling community. UpWest launched in 2019 with a purpose to Provide Comfo
f rt fo
f r
People & Planet.
The Company operates 553 retail and factory outlet stores in the United States and Puerto Rico, the express.com
online store and the Express mobile app. Express is comprised of the brands Express and UpWest. As of
January 28, 2023, Express operated 355 primarily mall-based retail stores in the United States and Puerto Rico as
well as 198 factory outlets.
WHP Strategic Partnership
On December 8, 2022, Express entered into a strategic partnership with WHP Global (“WHP”), a leading global
brand management firm. The mutually transfo
f rmative strategic partnership advances the Company's omnichannel
platfo
f rm which is expected to drive accelerated, long-term growth through the acquisition and operation of a
portfo
f lio of brands. The Company and WHP have also fo
f rmed EXP To
T pco, LLC, an intellectual property joint venture
(the “Joint Ve
V nture”), intended to scale the Express brand through new domestic category licensing and
international expansion opportunities. Refer to Note 4 included elsewhere in this Annual Report fo
f r further
discussion regarding the WHP partnership.
Fiscal Year
The Company's fiscal year ends on the Saturday closest to January 31. Fiscal years are referred to by the calendar
year in which the fiscal year commences. All references herein to the Company's fiscal years are as fo
f llows:
Fiscal Year
Year Ended
Number of Weeks
2022
January 28, 2023
52
2021
January 29, 2022
52
2020
January 30, 2021
52
Basis of Presentation
Express, Inc., a holding company, owns all of the outstanding equity interests in Express To
T pco LLC, a holding
company, which owns all of the outstanding equity interests in Express Holding, LLC ("Express Holding"). Express
Holding owns all of the outstanding equity interests in Express, LLC. Express, LLC, together with its subsidiaries,
including Express Fashion Operations, LLC, conducts the operations of the Company and Express Fashion
Investments, LLC which owns a 40% economic interest with significant influence in the Joint Ve
V nture.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries.
The Company holds a 40% equity method interest in the Joint Ve
V nture, which is maja ority owned by WH Borrower,
LLC. All intercompany transactions and balances have been eliminated in consolidation.
Segment Reporting
The Company defines an operating segment on the same basis that it uses to evaluate perfr o
f rmance internally. The
Company has determined that, together, its Chief Executive Offf icer and its President and Chief Operating Offf icer
are the Chief Operating Decision Maker, and that there is one operating segment. Therefo
f re, the Company reports
results as a single segment, which includes the operation of its Express brick-and-mortar retail and outlet stores,
eCommerce operations and franchise operations.
EXPRESS, INC. | 2022 Form 10-K | 56

Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in confo
f rmity with generally accepted accounting principles in the United
States of America ("GAA
A P") requires management to make estimates and assumptions that afff ect the reported
amounts of assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of
revenue and expense during the reporting period, as well as the related disclosure of contingent assets and
liabilities as of the date of the Consolidated Financial Statements. Actual results may difff er from those estimates.
The Company revises its estimates and assumptions as new info
f rmation becomes available.
Going Concern and Management’s Plans
The Company’s revenues, results of operations and cash flows have been materially adversely impacted in the third
and fo
f urth quarters of 2022 reversing the trend seen into the second quarter of 2022. The persistently challenging
macroeconomic and retail apparel environments, which became more pronounced as the year progressed,
significantly impacted the Company's perfr o
f rmance. Net sales during 2022 decreased approximately $6.1 million
compared to 2021 and this decline, coupled with an increase in promotional activity, drove gross margin and
operating loss below the Company's expectations. For 2022, the Company reported operating loss of $67.5 million
and negative operating cash flows of $157.1 million.
During the fo
f urth quarter of 2022, the Company amended its existing $140.0 million Te
T rm Loan Credit Facility and
existing $250.0 million Asset-Based Revolving Credit. The Amended Te
T rm Loan Facility refinanced the $90.0 million
“first in, last out” term loan facility with a new $90.0 million “first in, last out” term loan facility and terminated the
$50.0 million delayed draw term loan facility. The 2022 Amended Revolving Credit Facility increased the maximum
revolver amount by $40.0 million to $290.0 million. Subsequent to the debt amendment transaction and prior to the
closing of the fiscal year, the Company entered into the strategic partnership with WHP that provided $260.0 million
in proceeds which it used to pay offf (i) the remaining $90.0 million outstanding on our Te
T rm Loan and (ii) a portion of
our Amended Revolving Credit Facility. Refer to Note 7 in the Company's Consolidated Financial Statements
included elsewhere in this Annual Report fo
f r further details regarding the Amended Revolving Credit Facility. As of
January 28, 2023, the Company is currently in compliance with its covenants, however, due to the uncertainty in the
Company’s business, the Company could experience material further decreases to revenues and cash flows and
may experience difff iculty remaining in compliance with financial covenants under the Amended Revolving Credit
Facility. When conditions and events, in the aggregate, impact an entity's ability to continue as a going concern,
management evaluates the mitigating efff ect of its plans to determine if it is probable that the plans will be efff ectively
implemented and, when implemented, the plans will mitigate the relevant conditions or events.
The Company's plans are fo
f cused on improving its results and liquidity through cost reductions and improved sales
trends as we move through 2023. The Company has contingency plans which would further reduce or defer
additional expenses and cash outlays, should operations weaken beyond current fo
f recasts. The Company believes
these plans are probable of being successfully implemented, which will result in adequate cash flows to support its
ongoing operations and to meet its covenant requirements fo
f r at least one year fo
f llowing the date these financial
statements are issued.
The accompanying Consolidated Financial Statements are prepared in accordance with generally accepted
accounting principles applicable to a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
Cash and cash equivalents include investments in money market funds, payments due from banks fo
f r third-party
credit and debit card transactions fo
f r up to five days of sales, cash on hand, and deposits with financial institutions.
As of January 28, 2023 and January 29, 2022, amounts due from banks fo
f r credit and debit card transactions
totaled approximately $10.1 million and $10.3 million, respectively.
Outstanding checks not yet presented fo
f r payment amounted to $31.2 million and $29.1 million as of January 28,
2023 and January 29, 2022, respectively, and are included in accounts payable on the Consolidated Balance
Sheets.
EXPRESS, INC. | 2022 Form 10-K | 57

Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. Assets and liabilities measured at fair value are
classified using the fo
f llowing hierarchy, which is based upon the transparency of inputs to the valuation as of the
measurement date.
■
Level 1 - Va
V luation is based upon quoted prices (unadjusted) fo
f r identical assets or liabilities in active
markets.
■
Level 2 - Va
V luation is based upon quoted prices fo
f r similar assets and liabilities in active markets or other
inputs that are observa
r
ble fo
f r the asset or liability, either directly or indirectly, fo
f r substantially the full term of
the financial instrument.
■
Level 3 - Va
V luation is based upon other unobserva
r
ble inputs that are significant to the fair value
measurement.
Fi
F n
i ancia
i l Assets
t
The fo
f llowing table presents the Company's financial assets, recorded in cash and cash equivalents on the
Consolidated Balance Sheets, measured at fair value on a recurring basis as of January 28, 2023 and January 29,
2022, aggregated by the level in the fair value hierarchy within which those measurements fall.
January
r
28, 2023
Level 1
Level 2
Level 3
(in thousands)
Money market funds
$
47,792
$
—
$
—
January
r
29, 2022
Level 1
Level 2
Level 3
(in thousands)
Money market funds
$
—
$
—
$
—
The money market funds are valued using quoted market prices in active markets.
Non-Fi
F n
i ancia
i l Assets
t
The Company's non-financial assets, which include fixtures, equipment, improvements, right of use assets, and
equity method investment, are not required to be measured at fair value on a recurring basis. However, if certain
triggering events occur indicating the carrying value of these assets may not be recoverable, or annually in the case
of indefinite-lived intangibles, an impairment test is required. See additional discussion under the heading "Property
and Equipment, Net" in this note below.
The carrying amounts reflected on the Consolidated Balance Sheets fo
f r the remaining cash, cash equivalents,
receivables, prepaid expenses, and payables as of January 28, 2023 and January 29, 2022 approximated their fair
values. The equity method investment is at cost, and is the result of a market participant transaction with WHP
whereby the Company received proceeds fo
f r a 60% interest in the intellectual property it contributed to the Joint
Ve
V nture. The Company has a 40% interest in the Joint Ve
V nture.
Receivables, Net
Receivables, net consist primarily of construction allowances, receivables from the Bank related to the Card
Agreement, our franchisees, and third-party resellers of our giftf
cards, and other miscellaneous receivables.
Outstanding receivables are continuously reviewed fo
f r collectability. The Company's allowance fo
f r estimated credit
losses was not significant as of January 28, 2023 or January 29, 2022.
EXPRESS, INC. | 2022 Form 10-K | 58

Inventories
Inventories are principally valued at the lower of cost or net realizable value on a weighted-average cost basis. The
Company writes down inventory, the impact of which is reflected in cost of goods sold, buying and occupancy costs
in the Consolidated Statements of Income and Comprehensive Income, if the cost of specific inventory items on
hand exceeds the amount the Company expects to realize from the ultimate sale or disposal of the inventory. These
estimates are based on management's judgment regarding future demand and market conditions and analysis of
historical experience. The lower of cost or net realizable value adjustment to inventory as of January 28, 2023 and
January 29, 2022 was $10.3 million and $14.2 million, respectively.
The Company also records an inventory shrink reserve
r
fo
f r estimated merchandise inventory losses between the
last physical inventory count and the balance sheet date. This estimate is based on management's analysis of
historical results.
Advertising
Advertising production costs are expensed at the time the promotion first appears in media, stores, or on the
website. To
T tal advertising expense was $134.9 million, $135.0 million and $110.6 million in 2022, 2021, and 2020,
respectively. Advertising costs are included in selling, general, and administrative expenses in the Consolidated
Statements of Income and Comprehensive Income.
Property and Equipment, Net
Property and equipment are stated at cost. Depreciation of property and equipment is computed on a straight-line
basis, using the fo
f llowing useful lives:
Category
r
Depreciable Life
Softf ware, including softf ware developed fo
f r internal use
3 - 7 years
Store related assets and other property and equipment
3 - 10 years
Furniture, fixtures and equipment
5 - 7 years
Leasehold improvements
Shorter of lease term or useful life of the asset,
typically no longer than 10 years
Building improvements
6 - 30 years
When a decision is made to dispose of property and equipment prior to the end of its previously estimated useful
life, depreciation estimates are revised to reflect the use of the asset over the shortened estimated useful life. The
cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any
resulting gain or loss included in other operating income, net, in the Consolidated Statements of Income and
Comprehensive Income. Maintenance and repairs are charged to expense as incurred. Maja or renewals and
betterments that extend useful lives are capitalized.
Store
r
Asset Im
I
pairi m
r
ent
Property and equipment, including the right of use assets, are not required to be measured at fair value on a
recurring basis. However, if certain triggering events occur indicating the carrying value of these assets may not be
recoverable, an impairment test is required. These events include, but are not limited to, material adverse changes
in projo ected revenues, present cash flow losses combined with a history of cash flow losses and a fo
f recast that
demonstrates significant continuing losses, significant negative economic conditions, a significant decrease in the
market value of an asset and store closure or relocation decisions. The reviews are conducted at the store level, the
lowest identifiable level of cash flow.
Stores that display an indicator of impairment are subjb ected to an impairment assessment. Such stores are tested
fo
f r recoverability by comparing the sum of the estimated future undiscounted cash flows to the carrying amount of
the asset. This recoverability test requires management to make assumptions and judgments related, but not
limited, to management’s expectations fo
f r future cash flows from operating the store.
▪
The key assumption used in the undiscounted future store cash flow models is the sales growth rate.
EXPRESS, INC. | 2022 Form 10-K | 59

An impairment loss may be recognized when these undiscounted future cash flows are less than the carrying
amount of the asset group. In the circumstance of impairment, any loss would be measured as the excess of the
carrying amount of the asset group over its fair value. Fair value of the store-related assets is determined at the
individual store level based on the highest and best use of the asset group.
•
The key assumptions used in the fair value analysis may include discounted estimates of future store cash
flows from operating the store and/or comparable market rents.
During 2022, 2021 and 2020, the Company recognized impairment charges as fo
f llows:
2022
2021
2020
(in thousands)
Right of use asset impairment
$
1,483
$
—
$
25,117
Property and equipment asset impairment
667
—
9,263
To
T tal asset impairment
$
2,150
$
—
$
34,380
Impairment charges are recorded in cost of goods sold, buying and occupancy costs in the Consolidated
Statements of Income and Comprehensive Income.
Equity Method Investments
The Company accounts fo
f r each of its equity investments through which it exercises significant influence but does
not have control over the investee under the equity method. Under the equity method, the Company recorded its
investment in the investee on the balance sheet initially at cost, and subsequently adjusts the carrying amount
based on its share of the investee's net income or loss. Royalty distributions received from the investee are
recognized as a reduction of the carrying amount of the investment. The Company's share of equity (income)/losses
and other adjustments associated with these equity investments will be included in other operating income, net in
the Consolidated Statements of Income and Comprehensive Income. The carrying value fo
f r the Company's equity
investment is reported in Equity Method Investment on the Consolidated Balance Sheets. The Company reports its
share of earnings using a one-month lag because results are not available in time fo
f r it to record them in the
concurrent period. This convention does not materially impact the Company's results.
The Company reviews its equity investments accounted fo
f r under the equity method of accounting fo
f r impairment
by comparing the fair value of each of its investments to their carrying value. If the carrying value of an investment
exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and
reduced to fair value, and the impairment is recognized in the period identified. Factors providing evidence of such a
loss include changes in the investee's operations or financial condition, significant continuing losses, significant
negative economic conditions or a significant decrease in the market value. Impairment charges are recorded in
other expense/(income), net in the Consolidated Statements of Income and Comprehensive Income.
Income Taxes
The Company accounts fo
f r income taxes using the asset and liability method. Under this method, the amount of
taxes currently payable or refundable are accrued, and deferred tax assets and liabilities are recognized fo
f r the
estimated future tax consequences of temporary difff erences that currently exist between the tax basis and financial
reporting basis of the Company's assets and liabilities. Va
V luation allowances are established against deferred tax
assets when it is more likely than not that the realization of those deferred tax assets will not occur.
Deferred tax assets and liabilities are measured using the enacted tax rates in efff ect in the years when those
temporary difff erences are expected to reverse. The efff ect on deferred taxes from a change in tax rate is recognized
through continuing operations in the period that includes the enactment date of the change. Changes in tax laws
and rates could afff ect recorded deferred tax assets and liabilities in the future.
The Company considers all available evidence, both positive and negative, when evaluating whether deferred tax
assets are realizable. Such factors include past operating results, taxable income in prior carryback years, future
reversal of existing temporary difff erences, prudent and feasible tax planning strategies and fo
f recasts of future
operating income. The past operating results is given more weight than expectations of future profitability, which is
EXPRESS, INC. | 2022 Form 10-K | 60

inherently uncertain. The assumptions utilized in determining future taxable income require significant judgment and
actual operating results in future years could difff er from the Company’s current assumptions and estimates.
A tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will
be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the
technical merits. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized.
The Company recognizes tax liabilities fo
f r uncertain tax positions and adjusts these liabilities when the Company's
judgment changes as a result of the evaluation of new info
f rmation not previously available. Due to the complexity of
some of these uncertainties, the ultimate resolution may result in a payment that is materially difff erent from the
current estimate of the tax liabilities. These difff erences will be reflected as increases or decreases to income tax
expense and the efff ective tax rate in the period in which the new info
f rmation becomes available.
Interest and penalties related to unrecognized tax benefits are recognized within income tax expense in the
Consolidated Statements of Income and Comprehensive Income. Accrued interest and penalties are included within
other long-term liabilities on the Consolidated Balance Sheets.
The income tax liability was $8.0 million and $0.8 million as of January 28, 2023 and January 29, 2022, respectively,
and is included in accrued expenses on the Consolidated Balance Sheets.
The Company may be subjb ect to periodic audits by the Internal Revenue Servi
r ce ("IRS") and other taxing
authorities. These audits may challenge certain of the Company's tax positions, such as the timing and amount of
deductions and allocation of taxable income to various jurisdictions.
Self-Insurance
The Company is generally self-f insured in the United States fo
f r medical, workers' compensation and general liability
benefits up to certain stop-loss limits. Such costs are accrued based on known claims and estimates of incurred but
not reported (“IBNR”) claims. IBNR claims are estimated using historical claim info
f rmation and actuarial estimates.
The accrued liability fo
f r self-f insurance is included in accrued expenses on the Consolidated Balance Sheets.
Revenue Recognition
The fo
f llowing is info
f rmation regarding the Company's maja or product categories and sales channels:
2022
2021
2020
(in thousands)
Apparel
$
1,667,833
$
1,652,706
$
1,033,140
Accessories and other
144,356
168,211
132,069
Other revenue
51,993
49,379
43,165
To
T tal net sales
$
1,864,182
$
1,870,296
$
1,208,374
2022
2021
2020
(in thousands)
Retail
$
1,314,647
$
1,339,091
$
860,613
Outlet
497,542
481,826
304,596
Other revenue
51,993
49,379
43,165
To
T tal net sales
$
1,864,182
$
1,870,296
$
1,208,374
Merchandise returns are reflected in the accounting records of the channel where they are physically returned.
Other revenue consists primarily of revenue earned from our private label credit card agreement, shipping and
handling revenue related to eCommerce activity, sell-offf revenue related to marked-out-of-f stock inventory sales to
third parties, revenue from giftf card breakage and revenue from franchise agreements.
Revenue related to the Company’s international franchise operations was not material fo
f r any period presented and,
therefo
f re, is not reported separately from domestic revenue.
EXPRESS, INC. | 2022 Form 10-K | 61

Merchandise Sales
The Company recognizes sales fo
f r in-store purchases at the point-of-f sale. Revenue related to eCommerce
transactions is recognized upon shipment based on the fact that control transfers to the customer at that time. The
Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result,
any amounts received from customers are included in the transaction price allocated to the perfr o
f rmance obligation
of providing goods with a corresponding amount accrued within cost of goods sold, buying and occupancy costs in
the Consolidated Statements of Income and Comprehensive Income fo
f r amounts paid to applicable carriers.
Associate discounts on merchandise purchases are classified as a reduction of net sales. Net sales excludes sales
tax collected from customers and remitted to governmental authorities.
The Company also sells merchandise to multiple franchisees pursuant to difff erent franchise agreements. Revenues
may consist of sales of merchandise and/or royalties. Revenues from merchandise sold to franchisees are recorded
at the time title transfers to the franchisees. Royalty revenue is based upon a percentage of the franchisee’s net
sales to third parties and is earned when such sales to third parties occur.
Loyalty Program
The Company maintains a customer loyalty program in which customers earn points toward rewards fo
f r qualifyi
f ng
purchases and other marketing activities. Upon reaching specified point values, customers are issued a reward,
which they may redeem on merchandise purchases at the Company’s stores or on its website. Generally, rewards
earned must be redeemed within 60 days from the date of issuance. The Company defers a portion of merchandise
sales based on the estimated standalone selling price of the points earned. This deferred revenue is recognized as
certificates are redeemed or expire. To
T
calculate this deferral, the Company makes assumptions related to card
holder redemption rates based on historical experience. The loyalty liability is included in deferred revenue on the
Consolidated Balance Sheets.
2022
2021
(in thousands)
Beginning balance loyalty deferred revenue
$
10,918
$
8,951
(Revenue recognized)/reduction in revenue
(979)
1,967
Ending balance loyalty deferred revenue
$
9,939
$
10,918
Sales Returns Reserv
r e
The Company reduces net sales and provides a reserve
r
fo
f r projo ected merchandise returns based on prior
experience. Merchandise returns are oftf en resalable merchandise and are refunded by issuing the same payment
tender as the original purchase. The sales returns reserve
r
was $9.0 million and $9.8 million as of January 28, 2023
and January 29, 2022, respectively, and is included in accrued expenses on the Consolidated Balance Sheets. The
asset related to projo ected returned merchandise is included in other assets on the Consolidated Balance Sheets.
Giftf Cards
The Company sells giftf cards in its stores, on its eCommerce website and through third parties. These giftf cards do
not expire or lose value over periods of inactivity. The Company accounts fo
f r giftf cards by recognizing a liability at
the time a giftf card is sold. The giftf card liability balance was $25.6 million and $25.1 million as of January 28, 2023
and January 29, 2022, respectively, and is included in deferred revenue on the Consolidated Balance Sheets.
During 2022 and 2021, the Company recognized approximately $13.9 million and $8.2 million of revenue that was
previously included in the beginning giftf card contract liability, respectively. The Company recognizes revenue from
giftf cards when they are redeemed by the customer. The Company also recognizes income on unredeemed giftf
cards, referred to as “giftf card breakage.” Giftf card breakage is recognized proportionately using a time-based
attribution method from issuance of the giftf card to the time when it can be determined that the likelihood of the giftf
card being redeemed is remote and that there is no legal obligation to remit unredeemed giftf cards to relevant
jurisdictions. The giftf card breakage rate is based on historical redemption patterns. Giftf card breakage is included
within the other revenue component of net sales in the Consolidated Statements of Income and Comprehensive
Income.
EXPRESS, INC. | 2022 Form 10-K | 62

2022
2021
(in thousands)
Beginning giftf card liability
$
25,066
$
23,478
Issuances
30,780
31,339
Redemptions
(27,303)
(27,218)
Giftf card breakage
(2,939)
(2,533)
Ending giftf card liability
$
25,604
$
25,066
Private Label Credit Card
The Company has an agreement with Comenity Bank (the “Bank”) to provide customers with private label credit
cards (the “Card Agreement”) which was amended on August 28, 2017 to extend the term of the arrangement
through December 31, 2024. Each private label credit card bears the logo of the Express brand and can only be
used at the Company’s store locations and eCommerce channel. The Bank is the sole owner of the accounts issued
under the private label credit card program and absorbs the losses associated with non-payment by the private label
card holders and a portion of any fraudulent usage of the accounts.
Pursuant to the Card Agreement, the Company receives amounts from the Bank during the term based on a
percentage of private label credit card sales and is also eligible to receive incentive payments fo
f r the achievement
of certain perfr o
f rmance targets. These funds are recorded within the other revenue component of net sales in the
Consolidated Statements of Income and Comprehensive Income. The Company also receives reimbursement funds
from the Bank fo
f r certain expenses the Company incurs. These reimbursement funds are used by the Company to
fund marketing and other programs associated with the private label credit card. The reimbursement funds received
related to private label credit cards are recorded within the other revenue component of net sales in the
Consolidated Statements of Income and Comprehensive Income.
In connection with the Card Agreement, the Bank agreed to pay the Company a $20.0 million refundable payment
which the Company recognized upon receipt as deferred revenue within other long-term liabilities in the
Consolidated Balance Sheets and began to recognize into income on a straight-line basis commencing January
2018. As of January 28, 2023, the deferred revenue balance of $5.5 million will be recognized over the remaining
term of the amended Card Agreement within the other revenue component of net sales in the Consolidated
Statements of Income and Comprehensive Income.
2022
2021
(in thousands)
Beginning balance refundable payment liability
$
8,394
$
11,272
Recognized in revenue
(2,878)
(2,878)
Ending balance refundable payment liability
$
5,516
$
8,394
Cost of Goods Sold, Buying and Occupancy Costs
Cost of goods sold, buying and occupancy costs, includes merchandise costs, freight, inventory shrinkage and other
gross margin related expenses. Buying and occupancy expenses primarily include payroll, benefit costs, and other
operating expenses fo
f r the buying departments (merchandising, design, manufacturing and planning and
allocation), distribution, eCommerce fulfillment, rent, common area maintenance, real estate taxes, utilities,
maintenance and depreciation fo
f r stores.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses include all operating costs not included in cost of goods sold, buying
and occupancy costs, with the exception of proceeds received from insurance claims and gain/loss on disposal of
EXPRESS, INC. | 2022 Form 10-K | 63

assets, which are included in other operating expense, net. These costs include payroll and other expenses related
to operations at our corporate home offf ice, store expenses other than occupancy, and marketing expenses.
Other Operating Income, Net
Other operating income, net primarily consists of gains/losses on disposal of assets, excess proceeds from the
settlement of insurance claims and the write offf of certain costs associated with aborted debt negotiations.
Gain on Transaction with WHP
Gain on transaction with WHP primarily consists of proceeds from the sale of maja ority interest of intellectual property
to the Joint Ve
V nture, the equity method investment and the premium paid on the common shares by WHP discussed
in Note 4.
Other (Income)/Expense, Net
Other (income)/expense, net primarily consists of payments received from Homage, LLC discussed in Note 4.
NOTE 3 | PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consisted of:
January
r
28, 2023
January
r
29, 2022
(in thousands)
Building improvements
$
16,312
$
16,206
Furniture, fixtures and equipment, and softf ware
582,205
557,130
Leasehold improvements
402,598
393,221
Construction in process
17,652
8,433
Other
810
812
To
T tal
1,019,577
975,802
Less: accumulated depreciation
(886,193)
(827,820)
Property and equipment, net
$
133,384
$
147,982
Depreciation expense totaled $61.5 million, $66.5 million and $76.1 million in 2022, 2021, and 2020, respectively,
excluding impairment charges discussed in Note 2.
NOTE 4 | EQUITY METHOD INVESTMENT
The fo
f llowing table is a summary of the Company’s equity method investment:
% of Ownership
Balance Sheet Location
January
r
28, 2023
(in thousands)
EXP To
T pco, LLC.
40%
Equity Method Investment
$
166,106
The Company accounts fo
f r equity investments through which it exercises significant influence but does not have
control over the investee under the equity method. Under the equity method, the Company recorded its investment
in the investee on the balance sheet initially at cost, and subsequently adjusts the carrying amount based on its
share of the investee's net income or loss. Royalty distributions received from the investee are recognized as a
reduction of the carrying amount of the investment. The Company's share of equity (income)/losses and other
adjustments associated with these equity investments will be included in other operating income, net in the
Consolidated Statements of Income and Comprehensive Income. The carrying value fo
f r the Company's equity
investment is reported in Equity Method Investment on the Consolidated Balance Sheets. The Company reports its
share of earnings using a one-month lag because results are not available in time fo
f r it to record them in the
EXPRESS, INC. | 2022 Form 10-K | 64

concurrent period. The Company will begin reporting info
f rmation under S-X Rule 4-08(g) fo
f r the Joint Ve
V nture in
future quarters.
Equity Method Investment with WHP Global
On December 8, 2022, the Company entered into a strategic partnership with WHP,
P a leading global brand
management firm. On January 25, 2023 the related transactions closed and funded. The mutually transfo
f rmative
strategic partnership advances the Company's omnichannel platfo
f rm which is expected to drive accelerated, long-
term growth through the acquisition and operation of a portfo
f lio of brands. The Company fo
f rmed an intellectual
property Joint Ve
V nture with WHP,
P which acquired certain intellectual property of the Company. Concurrently, the
Company transfo
f rmed into an omnichannel platfo
f rm company, managed and run by its current leadership. All other
aspects of the existing business remain unchanged.
The Company entered into an exclusive long-term License Agreement (as defined below) with multiple renewal
options with the Joint Ve
V nture to use the contributed intellectual property fo
f r the Company’s existing business and
will pay a royalty fee to the Joint Ve
V nture. Cash earnings in the Joint Ve
V nture will be distributed quarterly to the
Company and WHP on a pro rata basis.
Under the derecognition guidance from ASC 810, the Company derecognized the intellectual property assets at
their carrying amount upon their contribution to the Joint Ve
V nture. In exchange fo
f r the Company's contribution of its
intellectual property assets to the Joint Ve
V nture, WHP invested $235.0 million fo
f r a 60% stake in the Joint Ve
V nture,
implying a fair value of the Company’s retained 40% interest of approximately $156.7 million. The carrying amount
of the intellectual property assets was zero, leading to recognition of a $391.7 million gain of which $156.7 million
was related to the Company’s retained 40.0% interest in the Joint Ve
V nture. The gain was recorded in gain on
transaction with WHP on the Consolidated Statements of Income and Comprehensive Income. Transaction costs
capitalized in the cost of the equity method investment totaled $9.4 million.
Separately, under the terms of the transaction, WHP also made a common equity investment to acquire 5.4 million
newly issued shares of the Company at $4.60 per share, representing an approximate pro fo
f rma ownership of
7.4%. The difff erence between the price paid and the fair value of the share price on the day of the transaction
resulted in a gain of $17.8 million recorded in gain on transaction with WHP on the Consolidated Statements of
Income and Comprehensive Income. Refer to Note 8 in our Consolidated Financial Statements included elsewhere
in this Annual Report on Form 10-K fo
f r further discussion.
In connection with the strategic partnership with WHP,
P on January 25, 2023, the Company and the Joint Ve
V nture
entered into an Intellectual Property License Agreement (the “License Agreement”). The License Agreement
provides the Company with an exclusive license in the United States to the intellectual property contributed in
connection with the Membership Interest Purchase Agreement and certain other intellectual property. The initial term
of the License Agreement is 10 years, and the License Agreement automatically renews fo
f r successive renewal
terms of 10 years (unless the Company provides notice of non-renewal at least 24 months prior to the end of the
initial or applicable renewal term). Except fo
f r the Company’s right not to renew the License Agreement, the License
Agreement is not terminable by either party. The Company will pay the Joint Ve
V nture a royalty on net sales of certain
licensed goods and will commit to an annual guaranteed minimum annual royalty during the term of the License
Agreement (i.e., $60.0 million in the first contract year, increasing by $1.0 million per year fo
f r the next five contract
years, and remaining at $65.0 million fo
f llowing the sixth contract year). The Company will pay royalties at a rate of
(i) 3.25% of net sales arising from retail sales of certain licensed goods in the first through fiftf h contract years (and
3.5% thereaftf er), and (ii) 8% of net sales arising from wholesale sales of such goods. The Company prepaid the
Joint Ve
V nture’s first year guaranteed minimum royalty of $60.0 million with a portion of the transaction proceeds and
recorded as a prepaid royalty on the Consolidated Balance Sheets.
As WHP is an afff iliate of the Company as part of the transaction, the intellectual property purchase, stock purchase
and related royalty payments are considered related party transactions.
Equity Method Investment in Homage, LLC
In 2016, the Company made a $10.1 million investment in Homage, LLC, a privately held retail company based in
Columbus, Ohio. The non-controlling investment in the entity was being accounted fo
f r under the equity method.
EXPRESS, INC. | 2022 Form 10-K | 65

During the third quarter of 2020, the Company sold all of its interest in Homage, LLC back to Homage, LLC in
exchange fo
f r a promissory note payable to the Company in the principal amount of $1.5 million. The Company
recorded a reserve
r
against the full value of this promissory note.
During the fo
f urth quarter of 2021, the Company revised the payment terms of the note receivable and collected
$0.3 million which was recorded as other income within other (income)/expense, net in the Consolidated Statements
of Income and Comprehensive Income.
During 2022, the Company collected $1.2 million which was recorded as other income within other (income)/
expense, net in the Consolidated Statements of Income and Comprehensive Income. The Company has no
remaining activity with Homage, LLC.
NOTE 5 | LEASES
The Company accounts fo
f r leases under Accounting Standards Update (“ASU”) 2016-02, “Leases (To
T pic
842)” (“ASC 842”). This ASU is a comprehensive standard that requires lessees to recognize lease assets and
lease liabilities fo
f r most leases, including those leases previously classified as operating leases.
The Company’s right of use assets represent a right to use underlying assets fo
f r the lease term and lease liabilities
represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are
recognized at the lease commencement date (date on which the Company gains access to the property) based on
the estimated present value of lease payments over the lease term, net of landlord allowances to be received. The
Company accounts fo
f r the lease and non-lease components as a single lease component fo
f r all current classes of
leases.
The Company leases all of its store locations and its corporate headquarters, which also includes its distribution
center, under operating leases. The store leases typically have initial terms of 5 to 10 years however, most of the
leases that are coming to the end of their lease lives are being renegotiated with shorter terms. The current lease
term fo
f r the corporate headquarters expires in 2026, with one optional five-year extension period. The Company
also leases certain equipment and other assets under operating leases, typically with initial terms of 3 to 5
years. The lease term includes the initial contractual term as well as any options to extend the lease when it is
reasonably certain that the Company will exercise that option. Leases with an initial term of 12 months or less
(short-term leases) are not recorded on the balance sheet. The Company does not currently have any material
short-term leases. The Company is generally obligated fo
f r the cost of property taxes, insurance and other landlord
costs, including common area maintenance charges, relating to its leases. If these charges are fixed, they are
combined with lease payments in determining the lease liability; however, if such charges are not fixed, they are
considered variable lease costs and are expensed as incurred. The variable payments are not included in the
measurement of the lease liability or asset. The Company’s finance leases are immaterial.
Certain lease agreements include rental payments based on a percentage of retail sales over contractual levels and
others include rental payments adjusted periodically fo
f r inflation. The Company’s lease agreements do not contain
any material residual value guarantees or material restrictive covenants.
The Company’s lease agreements do not provide an implicit rate, so the Company uses an estimated incremental
borrowing rate, which is derived from third-party info
f rmation available at the lease commencement date, in
determining the present value of lease payments. The rate used is fo
f r a secured borrowing of a similar term as the
lease.
As a result of the impact of the COVID-19 pandemic, the Company did not initially make its store rent payments fo
f r
certain stores in portions of the first and second quarter of 2020. The Company established an accrual fo
f r rent
payments that were not made and has continued to recognize accrued rent expense. As a result of negotiations with
certain landlords, the Company has since made rent payments fo
f r certain stores and some landlords have agreed
to abate certain rent payments. The appropriate adjustments were made to accrued rent. Accrued rent is within
accrued expenses on the Consolidated Balance Sheets. Accrued minimum rent as of January 28, 2023 and
January 29, 2022, was $6.2 million and $7.7 million, respectively.
Annual store rent consists of a fixed minimum amount and/or contingent rent based on a percentage of sales
exceeding a stipulated amount.
EXPRESS, INC. | 2022 Form 10-K | 66

The fo
f llowing table is a summary of the Company’s components of net lease cost, which is included in cost of goods
sold, buying and occupancy costs, in the Consolidated Statements of Income and Comprehensive Income:
2022
2021
2020
(in thousands)
Operating lease costs
$
220,682 $
234,911 $
272,896
Va
V riable and short-term lease costs
63,516
45,355
60,925
To
T tal lease costs
$
284,198 $
280,266 $
333,821
Supplemental cash flow info
f rmation related to leases is as fo
f llows:
2022
2021
2020
(in thousands)
Cash paid fo
f r amounts included in the
measurement of lease liabilities:
Operating cash flows fo
f r operating leases
$
253,197 $
296,353 $
197,824
Right of use assets obtained in exchange
fo
f r operating lease liabilities
$
45,136 $
44,952 $
44,433
Supplemental balance sheet info
f rmation related to leases is as fo
f llows:
2022
2021
2020
Operating leases:
Weighted average remaining lease term (in
years)
3.8
4.4
5.1
Weighted average discount rate
6.9 %
6.5 %
5.4 %
The fo
f llowing table reconciles the undiscounted cash flows fo
f r each of the first five years and total of the remaining
years to the operating lease liabilities recorded on the Consolidated Balance Sheets as of January 28, 2023:
January
r
28, 2023
(in thousands)
2023
$
209,072
2024
177,265
2025
132,509
2026
78,104
2027
45,314
Thereaftf er
33,809
To
T tal minimum lease payments
676,073
Less: amount of lease payments representing interest
80,619
Present value of future minimum lease payments
595,454
Less: current obligations under leases
189,006
Long-term lease obligations
$
406,448
EXPRESS, INC. | 2022 Form 10-K | 67

NOTE 6 | INCOME TAXES
The provision (benefit) fo
f r income taxes consists of the fo
f llowing:
2022
2021
2020
Current:
(in thousands)
U.S. federal
$
8,273
$
(239) $
(109,627)
U.S. state and local
1,312
554
(1,240)
To
T tal
9,585
315
(110,867)
Deferred:
U.S. federal
3,546
—
37,292
U.S. state and local
7,322
—
17,675
To
T tal
10,868
—
54,967
Income tax (benefit)/expense
$
20,453
$
315
$
(55,900)
The fo
f llowing table provides a reconciliation between the statutory federal income tax rate and the efff ective tax rate:
2022
2021
2020
Federal income tax rate
21.0 %
21.0 %
21.0 %
State income taxes, net of federal income tax efff ect
6.4 %
(5.0)%
5.2 %
Change in uncertain tax positions
0.4 %
0.8 %
0.1 %
Share-based compensation
0.1 %
(3.2)%
(0.3)%
Non-deductible executive compensation
0.6 %
(22.6)%
(0.2)%
Change in valuation allowance
(21.8)%
4.0 %
(22.9)%
Change in tax law
— %
— %
9.1 %
Ta
T x credits
(0.3)%
3.7 %
0.1 %
Other items, net
0.1 %
(0.9)%
— %
Efff ective tax rate
6.5 %
(2.2)%
12.1 %
The increase in the tax rate in 2022 compared to 2021 is primarily attributable to the gain on the transaction with
WHP. The gain on the transaction with WHP in 2022 allowed the Company to utilize certain deferred tax assets and
tax attributes with a corresponding release to the Company's valuation allowance.
On March 27, 2020, the CARES Act was enacted into law. The CARES Act provides several provisions that impact
the Company, including the establishment of a five-year carryback of net operating losses originating in the tax
years 2018, 2019 and 2020, temporarily suspending the 80% limitation on the use of net operating losses, relaxing
limitation rules on business interest deductions, and retroactively clarifyi
f ng that businesses may immediately write-
offf certain qualified leasehold improvement property dating back to January 1, 2018. The Company carried back
certain of its U.S. federal net operating losses to offf se
f
t taxable income in the five-year carryback period as part of
the CARES Act. As of January 28, 2023, the Company has a $52.3 million income tax receivable recorded as a non-
current asset.
The decrease in the tax rate in 2021 compared to 2020 is primarily attributable to the impact of nondeductible
executive compensation in 2021, as well as establishing a valuation allowance against the Company's net deferred
tax assets in 2020. This was partially offf se
f
t by the impact from the CARES Act of the 2019 and 2020 U.S. federal
net operating losses that are able to be carried back to years with a higher federal statutory tax rate than is currently
enacted.
EXPRESS, INC. | 2022 Form 10-K | 68

The fo
f llowing table provides the efff ect of temporary difff erences that created deferred income taxes as of
January 28, 2023 and January 29, 2022. Deferred tax assets and liabilities represent the future efff ects on income
taxes resulting from temporary difff erences and carry-fo
f rw
r ards at the end of the respective periods.
anuary
r
28, 2023
January
r
29, 2022
(in thousands)
Deferred tax assets:
Accrued expenses and deferred compensation
$
9,999
$
13,693
Lease liability
161,389
197,063
Intangible assets
10,851
21,402
Inventory
1,136
—
Deferred revenue
5,418
5,142
Other
871
986
Net operating losses, tax credit and other carryfo
f rw
r ards
17,693
41,137
Va
V luation allowance
(41,767)
(107,669)
To
T tal deferred tax assets
165,590
171,754
Deferred tax liabilities:
Prepaid expenses
2,374
2,844
Inventory
—
1,305
Right of use asset
133,149
161,105
Investment in Joint Ve
V nture
36,500
—
Property and equipment
4,435
6,500
To
T tal deferred tax liabilities
176,458
171,754
Net deferred tax asset/(liability)
$
(10,868) $
—
The Company evaluates whether deferred tax assets are realizable on a quarterly basis. The Company considers
all available positive and negative evidence, including past operating results and expectations of future operating
income. Accordingly, the Company has booked a valuation allowance against the amount of deferred tax assets not
expected to be realized as of January 28, 2023.
As of January 28, 2023, the Company had U.S. state net operating loss carryfo
f rw
r ards of $352.0 million. The U.S.
state net operating losses have carryfo
f rw
r ard periods of five to twenty years with varying expiration dates and certain
jurisdictions have an unlimited carryfo
f rw
r ard period. The Company had no remaining U.S. federal net operating loss
carryfo
f rw
r ards. The Company also has $0.1 million in fo
f reign tax credits, which can be carried fo
f rw
r ard 10 years and
expire starting in 2027. A valuation allowance has been recorded on all tax attributes not expected to be realized in
future periods.
The net deferred tax liability as of January 28, 2023 is included in the Other Long-Te
T rm Liabilities on the
Consolidated Balance Sheets.
The fo
f llowing table summarizes the changes in the valuation allowance:
2022
2021
2020
(in thousands)
Va
V luation allowance, beginning of year
$
107,669
$
108,418
$
2,313
Changes in related gross deferred tax assets/liabilities
2,661
(228)
410
Charge/(release)
(68,563)
(521)
105,695
Va
V luation allowance, end of year
$
41,767
$
107,669
$
108,418
The decrease in the valuation allowance in 2022 is primarily attributable to the gain on the transaction with WHP.
The gain on the transaction with WHP in 2022 allowed the Company to utilize certain deferred tax assets and tax
attributes with a corresponding release to the Company's valuation allowance.
EXPRESS, INC. | 2022 Form 10-K | 69

Uncertain Tax Positions
The Company evaluates tax positions using a more likely than not recognition criterion.
A reconciliation of the beginning to ending unrecognized tax benefits is as fo
f llows:
January
r
28, 2023
January
r
29, 2022
January
r
30, 2021
(in thousands)
Unrecognized tax benefits, beginning of year
$
1,573
$
1,388
$
1,305
Gross addition fo
f r tax positions of the current year
335
—
—
Gross addition fo
f r tax positions of the prior year
174
291
327
Settlements
—
—
—
Reduction fo
f r tax positions of prior years
—
—
—
Lapse of statute of limitations
(115)
(106)
(244)
Unrecognized tax benefits, end of year
$
1,967
$
1,573
$
1,388
The amount of the above unrecognized tax benefits as of January 28, 2023, January 29, 2022 and January 30,
2021 that would impact the Company's efff ective tax rate, if recognized, is $2.0 million, $1.6 million and $1.4 million,
respectively.
During 2022 and 2021, the Company released gross uncertain tax positions of $0.1 million and $0.1 million,
respectively, and the related accrued interest and penalties of $0.1 million and $0.1 million, respectively, as a result
of the expiration of associated statutes of limitation.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of
income tax expense. The total amount of net interest in tax expense related to interest and penalties included in the
Consolidated Statements of Income and Comprehensive Income was $0.1 million fo
f r 2022, $(0.1) million fo
f r 2021
and $(0.1) million fo
f r 2020. As of January 28, 2023 and January 29, 2022, the Company had accrued interest and
penalties of $0.5 million and $0.3 million, respectively.
The Company is subjb ect to examination by the IRS fo
f r years subsequent to 2013. The Company is currently under
audit fo
f r refund claims related to the carryback of U.S. federal net operating losses as a result of CARES Act
provisions. The Company is also generally subjb ect to examination by various U.S. state and local and non-U.S. tax
jurisdictions fo
f r the years subsequent to 2013. The Company does not expect the results from any income tax audit
to have a material impact on the Company’s financial statements.
The Company believes that over the next twelve months, it is reasonably possible that up to $0.2 million of
unrecognized tax benefits could be resolved as the result of settlements of audits and the expiration of statutes of
limitation. Final settlement of these issues may result in payments that are more or less than this amount, but the
Company does not anticipate that the resolution of these matters will result in a material change to its consolidated
financial position or results of operations.
EXPRESS, INC. | 2022 Form 10-K | 70

NOTE 7 | DEBT
The fo
f llowing table summarizes the Company's outstanding debt as of the dates indicated:
January
r
28, 2023
January
r
29, 2022
(in thousands)
Te
T rm Loan Facility
$
—
$
96,737
Revolving Facility
122,000
35,000
To
T tal outstanding borrowings
122,000
131,737
Less: unamortized debt issuance costs
—
(2,940)
To
T tal debt, net
122,000
128,797
Less: current portion of long-term debt
—
11,216
Long-term debt, net
$
122,000
$
117,581
Outstanding letters of credit
$
19,636
$
34,636
Term Loan Facility
On January 13, 2021, Express Holding, LLC, a wholly-owned subsidiary of the Company (“Express Holding”), and
its subsidiaries entered into the $140.0 million Asset-Based Te
T rm Loan Agreement (the “Te
T rm Loan Facility”), among
the Loan Parties (as defined therein), Wells Fargo Bank, National Association (“Wells Fargo”), as administrative
agent and collateral agent, and the other lenders named therein (the “Te
T rm Loan Lenders”).
The Te
T rm Loan Facility provided fo
f r a “first in, last out” term loan in an amount equal to $90.0 million (the “FILO
Te
T rm Loan”) and a delayed draw term loan facility in an amount equal to $50.0 million (the “DDTL”). The Te
T rm Loan
Facility is a senior secured obligation that ranks equally with the Loan Parties’ other senior secured obligations.
During 2021, the Company drew down the additional $50.0 million under the DDTL and repaid $43.3 million with
proceeds from 2020 CARES Act tax refunds, as required under the Te
T rm Loan Facility. The fair value of the Te
T rm
Loan Facility at January 29, 2022 was $98.0 million.
On November 23, 2022, the Company's $140.0 million Te
T rm Loan Facility was amended (the Amended Te
T rm Loan
Facility") by refinancing its $90.0 million FILO Te
T rm Loan (the "Existing FILO Loans") with a new $90.0 million Te
T rm
Loan Facility (the "Amendment FILO Te
T rm Loan") and terminating its $50.0 million DDTL (the "Existing DDTL"). The
Amended Te
T rm Loan Facility (i) refinanced the outstanding principal balance of the Existing FILO Loans with the
Amendment FILO Te
T rm Loan, (ii) terminated its Existing DDTL and (iii) modified the interest rate and maturity date
of the Existing FILO Loans. The previous maturity date of the Existing FILO Loans of May 24, 2024 was extended
by the Amended Te
T rm Loan Facility to the earlier of November 26, 2027 or the maturity date of the Amended
Revolving Credit Facility. Additionally, the Amended Te
T rm Loan Facility replaced the London Interbank Offf ered Rate
(“LIBOR”) as the interest rate benchmark with the Secured Overnight Financing Rate (“SOFR”) interest rate
benchmark.
On January 25, 2023, the Company paid in full the outstanding Obligations (as defined in the FILO Te
T rm Loan) due
under the Asset-Based Loan Credit Agreement dated as of January 13, 2021, by and among the Company, Express
To
T pco, Express Holding, Express, LLC and the other loan parties named therein (such payment, the “FILO Te
T rm
Loan Payofff ”f ). The Company recognized $5.1 million of FILO Te
T rm Loan refinancing costs, $4.5 million of early debt
termination fees related to the termination of the Te
T rm Loan and $1.8 million of accelerated Te
T rm Loan discount
amortization. Pursuant to the FILO Te
T rm Loan Payofff , the Company has no further obligations under the FILO Te
T rm
Loan. Cash interest paid in 2022 included the FILO Te
T rm Loan refinancing costs and the early debt termination fees
related to the termination of the Te
T rm Loan.
EXPRESS, INC. | 2022 Form 10-K | 71

Revolving Credit Facility
On May 24, 2019, Express Holding and its subsidiaries entered into a First Amendment to the Second Amended
and Restated $250.0 million Asset-Based Loan Credit Agreement (as amended, the “Revolving Credit Facility”).
On March 17, 2020, the Company provided notice to the lenders under the Revolving Credit Facility of a request to
borrow $165.0 million.
On January 13, 2021, Express Holding and its subsidiaries entered into the Second Amendment to the Second
Amended and Restated $250.0 million Asset-Based Loan Credit Agreement and the Second Amendment to the
Amended and Restated Security Agreement, among the Loan Parties (as defined therein), the lenders party thereto,
and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent and collateral agent, and Bank
of America, N.A. (“Bank of America”), as documentation agent (the “2021 Revolving Credit Facility Amendment”).
The 2021 Revolving Credit Facility Amendment amended the Loan Parties’ existing asset-based Revolving Credit
Facility. The 2021 Revolving Credit Facility Amendment added the Company and Express To
T pco LLC as Loan
Parties, fully obligated and bound by all of the respective covenants, representations, warranties and events of
default.
On November 23, 2022, the Company entered into the Third Amendment to Second Amended and Restated Asset-
Based Loan Credit Agreement and Restated Asset-Based Loan Credit Agreement and First Amendment to Second
Amended and Restated Security Agreement, among the Loan Parties, the lenders party thereto, Wells Fargo, as
administrative agent and collateral agent, and Bank of America, as documentation agent (the “2022 Revolving
Credit Facility Amendment”). The 2022 Revolving Credit Facility Amendment amended the Loan Parties’ existing
asset-based revolving credit facility, which was previously scheduled to expire on May 24, 2024. The maturity date
was extended by the Amended Revolving Credit Facility to the earlier of November 26, 2027 or the maturity date of
the Amended Te
T rm Loan Facility. The 2022 Revolving Credit Facility Amendment fo
f llowed modification accounting
which resulted in the unamortized fees related to the 2021 Revolving Credit Facility Amendment being amortized
over the life of the 2022 Revolving Credit Facility Amendment.
Under the 2022 Revolving Credit Facility Amendment, the maximum borrowing amount was increased by
$40.0 million to $290.0 million. Additionally, the Amended Te
T rm Loan Facility replaced the LIBOR as the interest rate
benchmark with the SOFR interest rate benchmark.
On January 25, 2023, the Company entered into the Consent and Fourth Amendment to Second Amended and
Restated Asset-Based Loan Credit Agreement and Amendment to Certain Ancillary Loan Documents, by and
among the Loan Parties party thereto, the lenders party thereto, Wells Fargo, as administrative agent and collateral
agent, and Bank of America, as documentation agent (the “Amended Revolving Credit Facility”). The Amended
Revolving Credit Facility will mature on November 26, 2027.
Under the Amended Revolving Credit Facility, revolving loans may be borrowed, repaid and reborrowed until
November 26, 2027, at which time all amounts borrowed must be repaid. Amounts borrowed under the Amended
Revolving Credit Facility will bear interest at a variable rate indexed to SOFR plus a pricing margin ranging from
1.75% to 2.25% per annum, as determined in accordance with the provisions of the Amended Revolving Credit
Facility based on average daily excess availability, as of any date of determination, fo
f r the most recently ended
fiscal quarter, commencing April 30, 2023.
The Amended Revolving Credit Facility has a maximum borrowing amount of $290.0 million, subjb ect to a borrowing
base which is calculated based on specified percentages of eligible inventory, credit card receivables and cash, less
certain reserve
r
s. Commitment reductions and termination of the Amended Revolving Credit Facility prior to the
maturity date is permitted, subjb ect in certain instances to a prepayment fee. As of January 28, 2023, the interest rate
on the outstanding borrowings of $122.0 million was approximately 6.5%.
The unused line fee payable under the Amended Revolving Credit Facility is 0.25% per annum regardless of the
average daily excess availability, payable in arrears monthly on the first day of each calendar month. The Borrower
is also obligated to pay other customary closing fees, arrangement fees, administration fees and letter of credit fees
fo
f r a credit facility of this size and type.
The Amended Revolving Credit Facility requires the Borrower to maintain minimum excess availability of at least the
greater of (i) $25.0 million or (ii) 10% of the sum of Amended Revolving Credit Facility loan cap. From and aftf er the
date on which EBITDA (as defined therein) has exceeded $50.0 million fo
f r two consecutive fiscal quarters (each of
EXPRESS, INC. | 2022 Form 10-K | 72

which consecutive fiscal quarters shall have commenced aftf er November 2, 2024), at any time the excess
availability is less than the greater of (i) $25.0 million or (ii) 10% of the Amended Revolving Credit Facility loan cap,
and until the excess availability exceeds such amount fo
f r thirty consecutive days, the Borrower is required to
maintain a fixed charge coverage ratio (as further described in the Amended Revolving Credit Facility) of at least
1.00:1.00, calculated as of the last day of each fiscal quarter (as further described in the Amended Revolving Credit
Facility).
The Amended Revolving Credit Facility includes customary events of default that, include among other things, non-
payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-default to material
indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults, structural defaults
under the loan documents and a change of control default. The occurrence of an event of default could result in the
acceleration of the obligations under the Amended Revolving Credit Facility. Under certain circumstances, a default
interest rate will apply on any amount payable under the Amended Revolving Credit Facility during the existence of
an event of default at a per annum rate equal to 2.00% above the applicable interest rate fo
f r any principal and
2.00% above the rate applicable fo
f r base rate loans fo
f r any other interest.
All obligations under the Amended Revolving Credit Facility are guaranteed by the Loan Parties (other than the
Borrower) and secured by (a) a first priority lien on substantially all of the Loan Parties’ assets, subjb ect to certain
permitted liens.
As of January 28, 2023, the Company had $122.0 million in borrowings outstanding under the Amended Revolving
Credit Facility and approximately $148.4 million remained available fo
f r borrowing under the Amended Revolving
Credit Facility aftf er giving efff ect to outstanding letters of credit in the amount of $19.6 million and subjb ect to certain
borrowing base limitations as further discussed above. The fair value of the Amended Revolving Credit Facility at
January 28, 2023 and January 29, 2022 was $115.0 million and $36.5 million, respectively.
Letters of Credit
The Company may enter into various trade letters of credit ("trade LCs") in favor of certain vendors to secure
merchandise. These trade LCs are issued fo
f r a defined period of time, fo
f r specific shipments, and generally expire
three weeks aftf er the merchandise shipment date. As of January 28, 2023 and January 29, 2022, there were no
outstanding trade LCs. Additionally, the Company enters into stand-by letters of credit ("stand-by LCs") on an as-
needed basis to secure payment obligations fo
f r third party logistic servi
r ces, merchandise purchases, and other
general and administrative expenses. As of January 28, 2023 and January 29, 2022, outstanding stand-by LCs
totaled $19.6 million and $34.6 million, respectively.
NOTE 8 | STOCKHOLDERS' EQUITY
Share Repurchase Programs
On November 28, 2017, the Company's Board of Directors ("Board") approved a share repurchase program that
authorizes the Company to repurchase up to $150.0 million of the Company’s outstanding common stock using
available cash (the "Repurchase Program"). The Company may repurchase shares on the open market, including
through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherw
r ise in
compliance with applicable laws, including Rule 10b-18 of the Exchange Act of 1934. The timing and amount of
stock repurchases will depend on a variety of factors, including business and market conditions as well as corporate
and regulatory considerations. The share repurchase program may be suspended, modified, or discontinued at any
time and the Company has no obligation to repurchase any amount of its common stock under the program. The
Company did not repurchase shares of its common stock during 2022, 2021 or 2020. As of January 28, 2023, the
Company had approximately $34.2 million remaining under this authorization.
ATM Equity Offf ering Sales Agreement
On June 3, 2021, the Company entered into an AT
A M Equity Offf ering Sales Agreement (the "Sales Agreement") with
BofA
f
Securities, Inc. ("BofA
f "), as the sales agent to sell up to 15.0 million shares of the Company's common stock,
par value $0.01 per share, through an “at-the-market” offf ering program. Such shares are issued pursuant to the
EXPRESS, INC. | 2022 Form 10-K | 73

Company’s shelf registration statement on Form S-3 (Registration No. 333-253368) filed with the SEC on April 6,
2021.
On December 2, 2022, the Company delivered written notice to BofA
f
to terminate the Sales Agreement. The
termination of the Sales Agreement became efff ective as of December 7, 2022. The Company exercised its option to
terminate the Sales Agreement due to the fact that the Company no longer intends to utilize the Sales Agreement.
There are no penalties associated with the termination of the Sales Agreement. Prior to its termination, the
Company did not issue or sell any shares of its Common Stock pursuant to the Sales Agreement during 2022 or
2021.
Investment Agreement
On December 8, 2022, the Company, entered into an investment agreement (the “Investment Agreement”) with
WHP,
P relating to the issuance and sale of shares of the Company’s common stock, par value $0.01, in a private
placement to WHP. On January 25, 2023, the Company completed the transaction contemplated by the Investment
Agreement. Pursuant to the Investment Agreement, the Company issued and sold 5.4 million shares of common
stock to WHP (the “Purchased Shares”) fo
f r a purchase price of $4.60 per share, or an aggregate purchase price of
$25.0 million (the “Stock Purchase”), representing an approximate pro fo
f rma ownership of 7.4%. The Investment
Agreement contains customary representations, warranties and covenants of the Company and WHP. The excess
paid over fair value of $17.8 million was recorded in gain on transaction with WHP on the Consolidated Statements
of Income and Comprehensive Income.
NOTE 9 | LONG-TERM INCENTIVE COMPENSATION
The Company records the fair value of share-based payments to employees in the Consolidated Statements of
Income and Comprehensive Income as compensation expense, net of fo
f rfr eitures, over the requisite servi
r ce period.
The Company issues shares of common stock from treasury stock, at average cost, upon exercise of stock options
and vesting of restricted stock units, including those with perfr o
f rmance conditions.
Long-Term Incentive Compensation Plans
On April 30, 2018, upon the recommendation of the Committee, the Board unanimously approved and adopted,
subjb ect to stockholder approval, the Express, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”) to replace
the previous plan. On June 13, 2018, stockholders of the Company approved the 2018 Plan and all grants made
subsequent to that approval have been made under the 2018 Plan. The primary change made by the 2018 Plan
was to increase the number of shares of common stock available fo
f r equity-based awards by 2.4 million shares.
In the third quarter of 2019, in connection with updates made by the Company to its policy regarding the clawback
of incentive compensation awarded to associates, the Board approved an amendment to the 2018 Plan, solely fo
f r
the purpose of updating the language regarding the recoupment of awards granted under the 2018 Plan.
On March 17, 2020, upon the recommendation of the Committee, the Board unanimously approved and adopted,
subjb ect to stockholder approval, a second amendment to the 2018 Plan, which increased the number of shares of
common stock available under the 2018 Plan by 2.5 million shares. On June 10, 2020, stockholders of the
Company approved this plan amendment.
EXPRESS, INC. | 2022 Form 10-K | 74

The fo
f llowing summarizes long-term incentive compensation expense:
2022
2021
2020
(in thousands)
Restricted stock units
$
4,075
$
6,212
$
8,220
Stock options
350
728
1,242
Perfr o
f rmance-based restricted stock units
3,115
2,869
—
To
T tal share-based compensation
$
7,540
$
9,809
$
9,462
Cash-settled awards
8,662
9,142
695
To
T tal long-term incentive compensation
$
16,202
$
18,951
$
10,157
The stock compensation related income tax benefit, excluding consideration of valuation allowances, recognized by
the Company in 2022, 2021, and 2020 was $3.1 million, $4.2 million and $0.9 million, respectively.
The valuation allowances associated with these tax benefits were $3.1 million in 2022 compared to $4.2 million in
2021. There were no valuation allowances associated with the tax benefits in 2020.
Equity Awards
Restrt ir cted Stock Un
U its
t
During 2022, the Company granted restricted stock units ("RSUs") under the terms of the 2018 Plan. The fair value
of the RSUs is determined based on the Company's closing stock price on the day prior to the grant date in
accordance with the 2018 Plan. The RSUs granted in 2022, in general, vest ratably over one to three years and the
expense related to these RSUs will be recognized using the straight-line attribution method over this vesting period.
The Company's activity with respect to RSUs fo
f r 2022 was as fo
f llows:
Number of
Shares
Grant Date
Weighted Average
Fair Value
(in thousands, except per share amounts)
Unvested, January 29, 2022
3,561
$
2.55
Granted
373
$
2.60
Ve
V sted
(1,888) $
2.84
Forfr eited
(313) $
2.39
Unvested, January 28, 2023
1,733
$
2.27
The total fair value of RSUs that vested during 2022, 2021, and 2020 was $5.4 million, $8.8 million and $7.4 million,
respectively. As of January 28, 2023, there was approximately $1.2 million of total unrecognized compensation
expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of
approximately 0.5 years.
EXPRESS, INC. | 2022 Form 10-K | 75

Stock Op
O tit ons
During 2022, the Company did not grant stock options. The expense fo
f r stock options is recognized using the
straight-line attribution method.
The Company's activity with respect to stock options during 2022 was as fo
f llows:
Number of
Shares
Grant Date
Weighted Average
Exercise Price
Weighted-Average
Remaining
Contractual Life
(in years)
Aggregate
Intrinsic Value
(in thousands, except per share amounts and years)
Outstanding, January 29, 2022
2,973
$
5.39
Granted
—
$
—
Exercised
—
$
—
Forfr eited or expired
(116) $
18.91
Outstanding, January 28, 2023
2,857
$
4.84
5.8
$
—
Expected to vest at January 28, 2023
279
$
2.60
6.5
$
—
Exercisable at January 28, 2023
2,577
$
5.09
5.7
$
—
As of January 28, 2023, there was approximately $0.2 million of total unrecognized compensation expense related
to stock options, which is expected to be recognized over a weighted-average period of approximately 0.5 years.
The Company uses the Black-Scholes-Merton option-pricing model to value stock options granted to employees
and directors. The Company's determination of the fair value of stock options is afff ected by the Company's stock
price, as well as a number of subjb ective and complex assumptions. These assumptions include the risk-free interest
rate, the Company's expected stock price volatility over the term of the awards, expected term of the award, and
dividend yield. There were no stock options issued or exercised in 2022, 2021 and 2020.
Perfr o
f rm
r
ance-Based Restrt ir cted Stock Un
U its
t
During 2022, the Company granted perfr o
f rmance shares to a limited number of senior executive-level employees,
which entitle these employees to receive a specified number of shares of the Company’s common stock upon
vesting. The number of shares earned could range between 0% and 200% of the target amount depending upon
perfr o
f rmance achieved over a three-year vesting period. The perfr o
f rmance conditions of the award include adjusted
earnings befo
f re interest, taxes, depreciation, and amortization ("Adjusted EBITDA") targets and total shareholder
return ("TSR") of the Company’s common stock relative to a select group of peer companies. A Monte Carlo
valuation model was used to determine the fair value of the awards. The TSR perfr o
f rmance metric is a market
condition. Therefo
f re, fair value of the awards is fixed at the measurement date and is not revised based on actual
perfr o
f rmance. The number of shares that are expected to vest will change based on estimates of the Company’s
Adjusted EBITDA perfr o
f rmance in relation to the pre-established targets. The 2022 target grant currently
corresponds to approximately 1.9 million shares, with a grant-date fair value of $3.97 per share. As of January 28,
2023, $5.5 million of total unrecognized compensation cost is expected to be recognized on perfr o
f rmance-based
restricted stock units over a remaining weighted-average period of 1.6 years.
Cash-Settled Awards
Ti
T m
i
e-Based Cash-Settlt ed Awa
w rd
r s
d
During 2022, the Company granted time-based cash-settled awards to employees that vest ratably over three
years. These awards are classified as liabilities and do not vary based on changes in the Company's stock price or
perfr o
f rmance. The expense related to these awards will be accrued using a straight-line method over this vesting
period. As of January 28, 2023, $11.9 million of total unrecognized compensation cost is expected to be recognized
on time-based cash-settled awards over a weighted-average period of 1.4 years.
Perfr o
f rm
r
ance-Based Cash-Settlt ed Awa
w rd
r s
d
In March 2020, the Company granted perfr o
f rmance-based cash-settled awards to a limited number of senior
executive-level employees. Due to the significant disruption caused by the COVID-19 pandemic on the Company’s
EXPRESS, INC. | 2022 Form 10-K | 76

business operations, as well as its adverse impact on consumer confidence and demand, the Committee delayed
setting perfr o
f rmance targets fo
f r the 2020 long-term perfr o
f rmance-based awards until February 2021. While the 2020
long-term perfr o
f rmance awards remain subjb ect to a three-year vesting clifff , these awards are subjb ect to a two-year
perfr o
f rmance period instead of a three-year perfr o
f rmance period. These awards are classified as liabilities, with the
amount to be paid out estimated each reporting period. Expense is being recognized in proportion to the completed
requisite period up until date of settlement. The amount of cash earned could range between 0% and 200% of the
target amount depending upon perfr o
f rmance achieved over a two-year perfr o
f rmance period commencing on the first
day of the Company’s 2021 fiscal year and ending on the last day of the Company’s 2022 fiscal year. The
perfr o
f rmance condition of the award is Adjusted EBITDA. The amount of cash earned will change based on
estimates of the Company’s Adjusted EBITDA perfr o
f rmance in relation to the pre-established targets. As
of January 28, 2023, $0.6 million of total unrecognized compensation cost is expected to be recognized on
perfr o
f rmance-based cash-settled awards over a remaining weighted-average period of 0.2 years.
NOTE 10 | EARNINGS PER SHARE
The fo
f llowing table provides a reconciliation between basic and diluted weighted-average shares used to calculate
basic and diluted earnings per share:
2022
2021
2020
(in thousands)
Weighted-average shares - basic
68,046
66,448
64,624
Dilutive efff ect of stock options, restricted stock units and
restricted stock
1,012
—
—
Weighted-average shares - diluted
69,058
66,448
64,624
Equity awards representing 3.4 million, 7.8 million and 10.6 million shares of common stock were excluded from the
computation of diluted earnings per share fo
f r 2022, 2021, and 2020, respectively, as the inclusion of these awards
would have been anti-dilutive.
Additionally, fo
f r 2022, 2.9 million shares were excluded from the computation of diluted weighted average shares
because the number of shares that will ultimately be issued is contingent on the Company's perfr o
f rmance compared
to pre-established perfr o
f rmance goals, which have not been achieved as of January 28, 2023.
NOTE 11 | RETIREMENT BENEFITS
The employees of the Company, if eligible, participate in a qualified defined contribution retirement plan (the
“Qualified Plan”) sponsored by the Company.
Participation in the Company's Qualified Plan is available to employees who meet certain age and servi
r ce
requirements. The Qualified Plan permits employees to elect contributions up to the lesser of 15% of their
compensation or the maximum limits allowable under the Internal Revenue Code ("IRC"). The Company matches
employee contributions according to a predetermined fo
f rmula. Employee contributions and Company matching
contributions vest immediately.
To
T tal expense recognized related to the Qualified Plan employer match was $3.8 million, $3.7 million, and $3.4
million in 2022, 2021, and 2020, respectively.
EXPRESS, INC. | 2022 Form 10-K | 77

NOTE 12 | COMMITMENTS AND CONTINGENCIES
In a complaint filed in January 2017 by Mr. Jorge Chacon in the Superior Court fo
f r the State of Califo
f rnia fo
f r the
County of Orange, certain subsidiaries of the Company were named as defendants in a representative action
alleging violations of Califo
f rnia state wage and hour statutes and other labor standards. The lawsuit seeks
unspecified monetary damages and attorneys’ fees.
In July 2018, fo
f rmer associate Ms. Christie Carr filed suit in Alameda County Superior Court fo
f r the State of
Califo
f rnia naming certain subsidiaries of the Company as defendants in a representative action alleging violations of
Califo
f rnia State wage and hour statutes and other labor standard violations. The lawsuit seeks unspecified
monetary damages and attorneys’ fees.
On January 29, 2019, Mr. Jorge Chacon filed a second representative action in the Superior Court fo
f r the State of
Califo
f rnia fo
f r the County of Orange alleging violations of Califo
f rnia state wage and hour statutes and other labor
standard violations, which was removed to federal court by the Company and is now pending in the United States
District Court fo
f r the Central District of Califo
f rnia (the “District Court”). The lawsuit seeks unspecified monetary
damages and attorneys' fees. In June 2021, a portion of Mr. Chacon’s claims in this action were certified as a class
action. Plaintifff and the Company both filed Motions fo
f r Summary Judgment on February 28, 2022.
In June 2022, as a result of a mediation process overseen by an independent mediator, the parties agreed, subjb ect
to approval by the District Court, to settle these matters fo
f r an amount not material to the Company. The proposed
settlement will resolve the Chacon and Carr matters in their entirety and also provide fo
f r a broad release of claims
asserted therein on behalf of the Company’s current and fo
f rmer employees in Califo
f rnia fo
f r wage and hour
violations.
As of January 28, 2023, the Company's Consolidated Balance Sheet includes an estimated liability based on its
best estimate of the outcome of the unresolved matters.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated
under the Exchange Act of 1934) that are designed to provide reasonable assurance that info
f rmation required to be
disclosed in our Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and fo
f rms and that such info
f rmation is accumulated and communicated to our
management, including our principal executive offf icer and principal financial offf icer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable, and not absolute, assurance of achieving the desired control objb ectives. In reaching a reasonable
level of assurance, management necessarily was required to apply its judgment in evaluating the cost benefit
relationship of possible controls and procedures.
Management, including the principal executive offf icer and principal financial offf icer, conducted an evaluation prior to
filing this report of our disclosure controls and procedures. Based on this evaluation, our principal executive offf icer
and our principal financial offf icer concluded that our disclosure controls and procedures were efff ective at the
reasonable assurance level as of January 28, 2023.
EXPRESS, INC. | 2022 Form 10-K | 78

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible fo
f r establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934. Our internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of the Company's financial statements fo
f r external reporting purposes in accordance
with generally accepted accounting principles. We conducted an evaluation of the efff ectiveness of our internal
control over financial reporting based on Intern
r al Contrt o
r l - Integra
r ted Fr
F a
r mewo
w rk
r (2
( 013)
3 issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO"). Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projo ections of any evaluation of
efff ectiveness to future periods are subjb ect to risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the efff ectiveness of the Company's internal control over financial reporting as of January 28,
2023. In making this assessment, we used the criteria set fo
f rth by COSO. Based on our assessment, management
concluded that, as of January 28, 2023, the Company's internal control over financial reporting was efff ective.
The efff ectiveness of the Company’s internal control over financial reporting as of January 28, 2023 has been
audited by PricewaterhouseCoopers LLP,
P an independent registered public accounting firm, as stated in their report
which appears herein. See “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act of 1934) that occurred during the fo
f urth quarter of 2022 that materially afff ected, or are
reasonably likely to materially afff ect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT
PREVENT INSPECTIONS.
Not Applicable.
EXPRESS, INC. | 2022 Form 10-K | 79

PART III
ITEM
10.
DIRECTORS,
EXECUTIVE
OFFICERS
AND
CORPORATE
GOVERNANCE.
The info
f rmation required by this item will appear in our Proxy Statement fo
f r our 2023 Annual Meeting of
Stockholders under the captions “Election of Class I Directors,” “Executive Offf icers,” “Stock Ownership Info
f rmation
—Delinquent Section 16(a) Reports,” “Corporate Governance—Board Practices,” “Corporate Governance—Board
Composition” and “Corporate Governance—Board Leadership & Structure” and the info
f rmation therein is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The info
f rmation required by this item will appear in our Proxy Statement fo
f r our 2023 Annual Meeting of
Stockholders
under
the
captions
“Corporate
Governance—Board
Leadership
&
Structure,”
“Executive
Compensation,” and the info
f rmation therein is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The fo
f llowing table summarizes share and exercise price info
f rmation about our equity compensation plan as of
January 28, 2023.
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plan
(excluding securities
reflected in column (a))
Plan Category
r
(a)
(b)
(c)
Equity compensation plans approved by
security holders
7,476,228
$
4.84
3,344,306
Equity compensation plans not approved
by security holders
—
—
—
To
T tal
7,476,228
$
4.84
3,344,306
The table above includes 2,887,049 RSUs with perfr o
f rmance conditions. The number of perfr o
f rmance-based RSUs
that are ultimately earned may vary from 0% to 200% of target depending on achievement relative to the predefined
financial perfr o
f rmance targets. The amounts in columns (a) and (c) reflected in the table are calculated assuming the
target payout fo
f r all perfr o
f rmance-based restricted stock units.
The other info
f rmation required by this item will appear in our Proxy Statement fo
f r our 2023 Annual Meeting of
Stockholders under the caption “Stock Ownership Info
f rmation” and the info
f rmation therein is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
The info
f rmation required by this item will appear in our Proxy Statement fo
f r our 2023 Annual Meeting of
Stockholders under the captions “Proxy Statement Summary Info
f rmation” and “Corporate Governance—Board
Practices,” and the info
f rmation therein is incorporated herein by reference.
EXPRESS, INC. | 2022 Form 10-K | 80

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The info
f rmation required by this item will appear in our Proxy Statement fo
f r our 2023 Annual Meeting of
Stockholders under the caption “Audit Committee—Independent Registered Public Accounting Firm Fees and
Servi
r ces” and the info
f rmation therein is incorporated herein by reference.
EXPRESS, INC. | 2022 Form 10-K | 81

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
(1)
Consolidated Financial Statements
The fo
f llowing consolidated financial statements of Express, Inc. and its subsidiaries are filed as part of this
report under Item 8. Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers, LLP
Consolidated Balance Sheets as of January 28, 2023 and January 29, 2022
Consolidated Statements of Income and Comprehensive Income fo
f r the years ended
January 28, 2023, January 29, 2022, and January 30, 2021
Consolidated Statements of Changes in Stockholders' Equity fo
f r the years ended January 28,
2023, January 29, 2022, and January 30, 2021
Consolidated Statements of Cash Flows fo
f r the years ended January 28, 2023, January 29,
2022, and January 30, 2021
Notes to Consolidated Financial Statements
(2)
Financial Statement Schedules
Schedules have been omitted because they are not required or are not applicable or because the
info
f rmation required to be set fo
f rth therein either is not material or is included in the financial statements or
notes thereto.
(3)
List of Exhibits
The fo
f llowing exhibits are either included in this report or incorporated by reference as indicated in the
fo
f llowing:
EXHIBIT INDEX
Exhibit
Number
Exhibit Description
3.1
Certificate of Incorporation of Express, Inc. (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-8 (File No. 333-168097), filed with the SEC on July 14, 2010).
3.2
Certificate of Amendment of Certificate of Incorporation of Express, Inc. (incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on June 11, 2013).
3.3
Bylaws of Express, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K,
filed with the SEC on January 24, 2023).
3.4
Certificate of Designations of Series A Preferred Stock of Express, Inc., as filed with the Secretary of
State of the State of Delaware on April 20, 2020 (incorporated by reference to Exhibit 3.1 to the
Current Report on Form 8-K, filed with the SEC on April 21, 2020).
4.1
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1/A
/
(File No. 333-164906), filed with the SEC on April 30, 2010 (the "Express
S-1")).
4.2
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K,
filed with the SEC on March 24, 2022).
4.3
Registration Rights Agreement, by and between Express, Inc. and WHP Borrower, LLC (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the SEC on January 26,
2023).
10.1+
Form of Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.4
to the Quarterly Report on Form 10-Q, filed with the SEC on June 6, 2013).
EXPRESS, INC. | 2022 Form 10-K | 82

10.2+
Form of Amended and Restated Severance Agreement (incorporated by reference to Exhibit 10.5 to
the Quarterly Report on Form 10-Q, filed with the SEC on June 6, 2013).
10.3+
Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.11 to the Express
S-1).
10.4+
Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.17 to the
Express S-1).
10.5+
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.19 to the Express
S-1).
10.6+
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.13 to the Express S-1).
10.7+
Form of Stock Option Grant Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q, filed with the SEC on June 6, 2013).
10.8+
Form of Perfr o
f rmance Share Unit Agreement (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q, filed with the SEC on June 6, 2013).
10.9+
Form of Non-Qualified Stock Option Grant (incorporated by reference to Exhibit 10.1 to the Form 8-K
filed with the SEC on April 4, 2014).
10.10+
Form of Restricted Stock Unit Agreement fo
f r Restricted Stock Units (incorporated by reference to
Exhibit 10.2 to the Form 8-K filed with the SEC on April 4, 2014).
10.11+
Form of Restricted Stock Unit Agreement fo
f r Perfr o
f rmance Stock Units (incorporated by reference to
Exhibit 10.3 to the Form 8-K filed with the SEC on April 4, 2014).
10.12
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.22 to the Express S-1
10.13
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed with the SEC on January 5, 2012).
10.14
Second Amended and Restated $250,000,000 Asset-Based Loan Credit Agreement, dated as of May
20, 2015 among Express Holding, LLC, as Parent, Express, LLC, as Borrower, the Initial Lenders,
Initial Issuing Bank and Swing Line Bank, Wells Fargo Bank, National Association, as Administrative
Agent and Collateral Agent, U.S. Bank National Association, as Syndication Agent, and Wells Fargo
Bank, National Association, as Sole Lead Arranger and Sole Bookrunner (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 27, 2015).
10.15+
Form of Severance Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K, filed with the SEC on July 7, 2015).
10.16
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Current Report
on Form 8-K, filed with the SEC on July 7, 2015).
10.17+
Form of Restricted Stock Unit Agreement fo
f r Perfr o
f rmance Stock Units (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on April 1, 2016).
10.18
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed with the SEC on August 3, 2016).
10.19+
Form of Restricted Stock Unit Agreement fo
f r Perfr o
f rmance Stock Units (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 17, 2017).
10.20+
Form of Second Amended and Restated Employment Agreement (incorporated by reference to
Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on March 17, 2017).
10.21+
Form of Amended and Restated Severance Agreement (incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K, filed with the SEC on March 17, 2017).
10.22+
Second Amended and Restated Express, Inc. 2010 Incentive Compensation Plan (incorporated by
reference to Appendix B to Express, Inc.'s definitive proxy statement on Schedule 14A, filed with the
SEC on April 28, 2017).
10.23+
Form of Restricted Stock Unit and Other Cash-Based Aw
A ard Agreement (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on April 6, 2018).
10.24+
Form of Restricted Stock Unit Agreement fo
f r Directors (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K, filed with the SEC on June 14, 2018).
10.25+
Form of Restricted Stock Unit Aw
A ard Agreement (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K, filed with the SEC on March 21, 2019).
10.26+
Form of Other Cash-Based Aw
A ard Agreement (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K, filed with the SEC on March 21, 2019).
EXPRESS, INC. | 2022 Form 10-K | 83

10.27
First Amendment to Second Amended and Restated $250,000,000 Asset-Based Loan Credit
Agreement and First Amendment to Amended and Restated Security Agreement, dated as of May
24, 2019, among Express Holding, LLC, as Parent, Express, LLC, as Borrower, the subsidiary
guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as
Administrative Agent, as Collateral Agent, as Issuing Bank and as Swingline Bank (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 30, 2019).
10.28+
Form of Express, Inc. Employment Inducement Aw
A ard Agreement of Non-qualified Stock Options
(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC
on September 10, 2019).
10.29+
Form of Express, Inc. Employment Inducement Aw
A ard Agreement of Restricted Stock Units
(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC
on September 10, 2019).
10.30+
Letter Agreement, dated as of September 23, 2019, between Express, Inc. and Matt Moellering
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on
September 23, 2019).
10.31+
Second Amended and Restated Express, Inc. 2018 Incentive Compensation Plan (incorporated by
reference to Exhibit 99.1 to the Registration Statement on Form S-8, filed with the SEC on June 15,
2020).
10.32
$140,000,000 Asset-Based Te
T rm Loan Agreement, dated January 13, 2021 (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on January 13,
2021).
10.33
Second Amendment to the Second Amended and Restated $250,000,000 Asset-Based Loan Credit
Agreement, dated January 13, 2021 incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed with the SEC on January 13, 2021).
10.34+
Employment Agreement by and among Express, Inc., Express LLC and Timothy Baxter, dated
efff ective June 18, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-
K, filed with the SEC on June 17, 2022).
10.35
First Amendment to Asset-Based Te
T rm Loan Agreement and First Amendment to Security
Agreement, dated November 23, 2022 (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the SEC on November 28, 2022).
10.36
Third Amendment to Second Amended and Restated Asset-Based Loan Credit Agreement and First
Amendment to Second Amended and Restated Security Agreement, dated November 23, 2022
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on
November 28, 2022).
10.37
Investment Agreement, by and between Express, Inc. and WH Borrower, LLC, dated December 8,
2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A
/
filed with the
SEC on December 9, 2022).
10.38
Membership Interest Purchase Agreement by and among Express, Inc., WH Borrower, LLC and
Express, LLC, dated December 8, 2022 (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K/A
/
filed with the SEC on December 9, 2022).
10.39*+
Special Cash Business Continuity Aw
A ard Agreement, by and between Express LLC and Jason Judd,
dated efff ective January 19, 2023.
10.40
Amended Revolving Credit Facility, by and among Express, Inc., Express To
T pco LLC, Express
Holding, LLC, Express, LLC, Express Fashion Investments, LLC and the other loan parties signatory
thereto, Wells Fargo Bank, National Association, as administrative agent and collateral agent, and
the other lenders named therein, dated January 25, 2023 (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K filed with the SEC on January 26, 2023).
10.41
Operating Agreement, by and among Express, LLC, Express Fashion Investments, LLC, Exp To
T pco,
LLC and EXPWHP,
P LLC, dated January 25, 2023 (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K filed with the SEC on January 26, 2023).
10.42
Intellectual Property License Agreement, by and between Express, Inc. and EXP To
T pco LLC
(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on
January 26, 2023).
21.1*
List of subsidiaries of registrant.
23.1*
Consent of PricewaterhouseCoopers LLP,
P independent registered public accounting firm.
31.1*
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
EXPRESS, INC. | 2022 Form 10-K | 84

32.1*
Certification of Principal Financial Offf icer and Principal Executive Offf icer pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*
Inline XBRL Ta
T xonomy Extension Schema Document.
101.CAL*
Inline XBRL Ta
T xonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Ta
T xonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Ta
T xonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Ta
T xonomy Extension Presentation Linkbase Document.
104*
Cover Page Interactive Data File (fo
f rmatted as Inline XBRL and contained in Exhibit 101).
+ Indicates a management contract or compensatory plan or arrangement.
* Filed herewith.
(b)
Exhibits
The exhibits to this report are listed in section (a)(3) of Item 15 above.
(c)
Financial Statement Schedules
None.
ITEM 16. FORM 10-K SUMMARY.
Not applicable.
EXPRESS, INC. | 2022 Form 10-K | 85

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2023
EXPRESS, INC.
By:
/s/ Jason Judd
Jason Judd
Senior Vice President, Chief Financial Offf icer and Treasurer
(Principal Financial Offf icer)
EXPRESS, INC. | 2022 Form 10-K | 86

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Jason Judd
as attorney-in-fact and agent, with full power of substitution and re-substitution, fo
f r and in the name, place and
stead of the undersigned, in any and all capacities, to sign any and all amendments to this Annual Report on Form
10-K, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do
and perfr o
f rm each and every act and thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in son, hereby ratifyi
f ng and confirming all that said
attorney-in-fact or substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
fo
f llowing persons on behalf of the registrant and in the capacities and on the dates indicated.
Date:
March 31, 2023
By:
/s/ Timothy Baxter
Timothy Baxter
Chief Executive Offf icer (Principal Executive Offf icer), Director
Date:
March 31, 2023
By:
/s/ Jason Judd
Jason Judd
Senior Vice President, Chief Financial Offf icer and Treasurer
(Principal Financial Offf icer)
Date:
March 31, 2023
By:
/s/ Michael G. Archbold
Michael G. Archbold
Director
Date:
March 31, 2023
By:
/s/ Te
T rry Davenport
Te
T rry Davenport
Director
Date:
March 31, 2023
By:
/s/ Karen Leever
Karen Leever
Director
Date:
March 31, 2023
By:
/s/ Patricia E. Lopez
Patricia E. Lopez
Director
Date:
March 31, 2023
By:
/s/ Antonio J. Lucio
Antonio J. Lucio
Director
Date:
March 31, 2023
By:
/s/ Mylle H. Mangum
Mylle H. Mangum
Director
Date:
March 31, 2023
By:
/s/ Satish Mehta
Satish Mehta
Director
Date:
March 31, 2023
By:
/s/ Ye
Y huda Shmidman
Ye
Y huda Shmidman
Director
Date:
March 31, 2023
By:
/s/ Peter Swinburn
Peter Swinburn
Director
EXPRESS, INC. | 2022 Form 10-K | 87

Executive Offf if cers of Express, Inc.
Timothy Baxter
Chief Executive Offf if cer
Sara Tervo
Executive Vice President and Chief Marketing
Offf if cer
Matthew Moellering
President and Chief Operating Offf if cer
Jason Judd
Senior Vice President, Chief Financial Offf if cer and
Treasurer
Malissa Akay
Executive Vice President and Chief Merchandising
Offf if cer
Board of Directors
Michael Archbold
(1)
Retired Chief Executive Offf if cer, GNC Holdings Inc.
Antonio Lucio
(2)
Principal and Founder, 5S Diversity
Timothy Baxter
Chief Executive Offf if cer, Express, Inc.
Mylle Mangum
(1,2,3)
Chief Executive Offf if cer, IBT Holdings, LLC
Terry Davenport
(2)
Retired Global Brand Advisor, Starbu
r
cks Cofff ef e
Company
Satish Mehta
(1)
Chief Technology Offf if cer, Chewy, Inc.
Karen Leever
(2)
Chief Operating Offf if cer, Fetch by the Dodo
Yehuda Shmidman
Chairman and Chief Executive Offf if cer, WHP Global
Patricia Lopez
(1)
Retired Chief Executive Offf if cer, High Ridge Brands
Peter Swinburn
(2)
Retired Chief Executive Offf if cer and President,
Molson Coors Brewing Company
ı = Member of the
t
Audit Committee
2 = Member of the
t
Compensation and Governance Committee
3 = Chairm
r an of the Board

Company Info
f rmation
Headquarters
Express, Inc.
ı Express Drive
Columbus
m
, Ohio 4323‰
(6ı4) 474-7‰‰‰
Annual Meeting of Shareholders
8›3‰ a.m., June 7, 2‰23
The Annual Meeting will be held virtua
t
lly via live
webcast at
www.virtut alshareholdermeeting.com/EXPR2‰23
Stock Exchange Listing
New York Stock Exchange
(Trading Symbol “EXPR”)
Independent Registered Public Accounting Firm
Pricewaterhous
r
eCoopers, LLP
Columbus
m
, Ohio
Infor
f
mation Requests
Thr
h or ugh
g our
u web
e site›
ww
w w
w .exp
x ress.com/
m i/ ni v
n estor
Up
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w ir ttt en requ
q est to›
Exp
x ress, Inc.
Inv
n estor Re
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x ress Drir ve
Colul m
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m us, Ohio 4323‰
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tershare Trus
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ı5‰ Royall Street
Canton, MA ‰2‰2ı
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www.computershare.com
NYSE Certifif cation Statement
Our Chief Executive Offf if cer and Chief Financial
Offf if cer have fif led the certifif cations required by
Section 3‰2 of the Sarb
r anes-Oxley Act of 2‰‰2 with
the Securities and Exchange Commission as exhibits
to our Form ı‰-K for
f
the
t
fif scal year ended January
r
28, 2‰23. In addition, our Chief Executive Offf if cer
fif led a separate annual certifif cation to the New York
Stock Exchange fo
f llowing our annual meeting of
shareholders on June 8, 2‰22.
Forward-Looking Statements
This Annual Report on Form ı‰-K contains for
f
ward-looking statements that are subj
u ect to risks and uncertr ainties. All statements
other than statements of historical faf ct included in this Annual Report on Form ı‰-K are for
f
ward-looking statements. Forward-
looking statements give our current expectations and projections relating to our fif nancial condition, results of operations, plans,
objectives, fut
f ur
t
e perfo
f rmance, and business. You can identify
f fo
f rward-looking statements by the faf ct that they do not relate
strictly to historical or current faf cts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,”
“plan,” "potential," “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” “continue to,” and other words and terms
of similar meaning in connection with any discussion of the timing or natur
t
e of fu
f tur
t
e operating or fif nancial perfor
f
m
r ance or
other events. For example, all statements we make relating to our estimated and projo ected costs, expenditur
t
es, cash flf ows, and
fif nancial results; our plans, objb ectives, strategies, and initiatives fo
f r fut
f ur
t
e operations or growth; the expected outcome of such
plans, objb ectives, strategies, and initiatives; or expected outcome or impact of pending or threatened litigation are for
f
w
r ard-
looking statements. All for
f
ward-looking statements are subject to risks and uncertr ainties that may cause actua
t
l results to difff ef r
materially frf om those that we expected, including, but not limited to those under the heading "Risk Factors" in Part I, Item ıA in
this Annual Report on Form ı‰-K. Those faf ctors should not be construe
r
d as exhaustive and should be read in conjunction with
the other cautionary
r statements included in this Annual Report on Form ı‰-K. We caution you not to place undue reliance on
these for
f
ward-looking statements. We do not undertake any obligation to make any revisions to these for
f
ward-looking
statements to reflf ect events or circumstances aftf er the date of this Annual Report on Form ı‰-K or to reflf ect the occurrence of
unanticipated events, except as required by law, including the securities laws of the United States and rul
r es and regulations of
the Securities and Exchange Commission ("SEC").

 
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