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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) (1) Consolidated Financial Statements
The following 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, 2012 and January 29, 2011
Consolidated Statements of Income and Comprehensive Income for the years ended January 28, 2012,
January 29, 2011, and January 30, 2010
Consolidated Statements of Changes in Stockholders’ Equity for the years ended January 28, 2012,
January 29, 2011, and January 30, 2010
Consolidated Statements of Cash Flows for the years ended January 28, 2012, January 29, 2011, and
January 30, 2010
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 information
required to be set forth therein either is not material or is included in the financial statements or notes thereto.
(3) List of Exhibits
2.1 Unit Purchase Agreement, dated as of May 15, 2007, among Express Investment Corp., Limited Brands
Store Operations, Inc., Express Holding, LLC and Limited Brands, Inc. (“Unit Purchase Agreement”)
(incorporated by reference to Exhibit 2.1 to Express, Inc.’s registration statement on Form S-1, as
amended (File No. 333-164906) (the “Express S-1”), filed with the SEC on March 25, 2010).
2.2 Amendment No. 1 to Unit Purchase Agreement, dated as of July 6, 2007 (incorporated by reference to
Exhibit 2.2 to the Express S-1, filed with the SEC on March 25, 2010).
2.3 Conversion Agreement, dated as of May 10, 2010, by and among Express Parent LLC, Express
Management Investors Blocker, Inc., Express Investment Corp., Limited Brands Store Operations, Inc.
and EXP Investments, Inc. (incorporated by reference to Exhibit 2.3 to the Express S-1, filed with the
SEC on May 11, 2010).
2.4 Form of Agreement and Plan of Merger among Express, Inc., Express Management Investors Blocker,
Inc., Express Management Investors LLC, Express Investment Corp., Multi-Channel Retail Holdings
LLC - Series G and Express Holding, LLC (incorporated by reference to Exhibit 2.4 to the Express S-1,
filed with the SEC on May 11, 2010).
3.1 Certificate of Incorporation of Express, Inc. (incorporated by reference to Exhibit 4.1 to Express, Inc.’s
registration statement on Form S-8 (File No. 333-168097), filed with the SEC on July 14, 2010 (the
“Express S-8”)).
3.2 Bylaws of Express, Inc. (incorporated by reference to Exhibit 4.2 to the Express S-8).
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Express S-1, filed
with the SEC on April 30, 2010.)
4.2 Indenture, dated March 5, 2010, among Express, LLC, Express Finance Corp., the Guarantors and U.S.
National Bank Association, as trustee (incorporated by reference to Exhibit 4.2 to the Express S-1, filed
with the SEC on March 25, 2010).
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