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Table of Contents

On March 5, 2010, Express, LLC and Express Finance (the “Subsidiary Issuers”), both 100% owned indirect subsidiaries of the Company, issued the
Senior Notes. The Company (“Guarantor”) and certain of the Company’s indirect 100% owned subsidiaries (“Guarantor Subsidiaries”) have guaranteed, on a
joint and several basis, the Company’s obligations under the Senior Notes. The guarantees are not full and unconditional because Guarantor Subsidiaries can
be released and relieved of their obligations under certain customary circumstances contained in the indenture governing the Senior Notes. These circumstances
include the following, so long as other applicable provisions of the indenture are adhered to: any sale or other disposition of all or substantially all of the assets
of any Guarantor Subsidiary, any sale or other disposition of capital stock of any Guarantor Subsidiary, or designation of any restricted subsidiary that is a
Guarantor Subsidiary as an unrestricted subsidiary. On August 26, 2012, Express, LLC contributed certain assets and liabilities to a newly created
Guarantor Subsidiary. As a result, prior period condensed consolidating financial information has been revised to retroactively give effect to the new structure
in place as of August 26, 2012.
In the Consolidated Statements of Income and Comprehensive Income for the 53-week period ended February 2, 2013, as presented in the Company's Annual
Report on Form 10-K for the year ended February 2, 2013, income tax expense (benefit) was improperly presented for the Subsidiary Issuers and the
Guarantor Subsidiaries by $18.0 million. There was no impact on the Consolidated Balance Sheets, Statements of Income and Comprehensive Income, or
Statements of Cash Flows. In accordance with accounting guidance found in ASC 250-10, the Company assessed the materiality of the errors and concluded
they were not material to the Company's previously issued financial statements. As a result, the Company has revised the Condensed Consolidating Statement
of Income and Comprehensive Income for 2012 contained herein.
In addition, the Condensed Consolidating Balance Sheet as of February 2, 2013, presented herein, has been revised to reflect the impact of the changes
previously discussed. The corrections made are as follows:

  

Change to Investment in subsidiary $(17,987) $— $17,987
Change to Total assets $(17,987) $— $17,987
Change to Accrued expenses $(17,987) $17,987 $—
Change to Total liabilities $(17,987) $17,987 $—
Change to Total stockholders' equity $— $(17,987) $17,987
The following consolidating schedules present the condensed financial information on a combined basis.
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