The following discussion and analysis summarizes the significant factors
affecting the consolidated operating results, financial condition, liquidity,
and cash flows of the Company as of and for the periods presented below. The
following discussion and analysis should be read in conjunction with our
Consolidated Financial Statements and the related Notes included elsewhere in
this Annual Report on Form 10-K. This discussion contains forward-looking
statements that are based on the beliefs of our management, as well as
assumptions made by, and information currently available to, our management.
Actual results could differ materially from those discussed in or implied by
forward-looking statements as a result of various factors, including those
discussed below and elsewhere in this Annual Report on Form 10-K, particularly
in the section entitled "Risk Factors." All references herein to "2019" and
"2018" refer to the 52-week periods ended February 1, 2020 and February 2, 2019,
respectively.
This section of this Annual Report on Form 10-K generally discusses 2019 and
2018 items and year-to-year comparisons between 2019 and 2018. Discussions of
2017 items and year-to-year comparisons between 2018 and 2017 that are not
included in this Form 10-K can be found in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Part II, Item 7 of the
Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2019,
which was filed with the Securities and Exchange Commission on March 19, 2019.
Overview
Express is a leading fashion brand for women and men. Since 1980, Express has
provided the latest apparel and accessories to help customers build a wardrobe
for every occasion, offering fashion and quality at an attractive value. The
Company operates nearly 600 retail and factory outlet stores in the United
States and Puerto Rico, as well as an online destination.

2019 vs. 2018
•Net sales decreased 5% to $2.0 billion
•Comparable sales decreased 5%
•Comparable retail sales (includes both retail stores and e-commerce sales) decreased 6%
•Comparable outlet sales decreased 1%
•Gross margin percentage decreased 180 basis points to 27.3%
•Operating (loss)/income decreased $246.1 million to a loss of $217.9 million
•Net (loss)/income decreased $174.0 million to a loss of $164.4 million
•Diluted earnings per share decreased $2.62 to a loss of $2.49

Outlook


The outbreak of the Coronavirus ("COVID-19") continues to grow both in the U.S.
and globally, and related government and private sector responsive actions may
adversely affect our business operations. It is impossible to predict the effect
and ultimate impact of the COVID-19 pandemic as the situation is rapidly
evolving.

The spread of COVID-19 has caused public health officials to recommend
precautions to mitigate the spread of the virus, especially when congregating in
heavily populated areas, such as malls and shopping centers. In addition, we
announced on March 17, 2020 that will be closing all Express and Express Factory
Outlet stores until March 27, 2020, and our website and mobile app will remain
available to customers. There is significant uncertainty around the breadth and
duration of these store closures and other business disruptions related to
COVID-19, as well as its impact on the U.S. economy, consumer willingness to
visit malls and shopping centers, and employee willingness to staff our stores
once they re-open. While we anticipate our future results to be adversely
impacted, the extent to which COVID-19 impacts our future results will depend on
future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of COVID-19
and the actions taken to contain it or treat its impact.

As we move forward, we will be focused on our new corporate strategy announced
in January 2020, the EXPRESSway Forward and its four foundational elements:
product, brand, customer and execution. While we expect our results to remain
challenging in the near-term, we believe that by focusing on these foundational
elements we have a significant opportunity to improve the trend of the business
and return the business to long term profitable growth. The following defines
each area and provides an update on each priority:

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Product
We will put product first. The new product vision is call Express Edit. This
vision is about standing for certain elements of fashion and style that we know
matter to our customers. This includes providing the customer with a wardrobe
that has the functionality to cover multiple needs and wearing occasions. In the
fourth quarter, we introduced new products that resonated with our customers. We
expect that implementation of this new product vision will take some time and we
will see incremental impact throughout the next year.

Brand


We believe we have an opportunity to reinvigorate our brand. To accomplish this
we have clarified our new brand purpose: Creating Confidence and Inspiring Self
Expression. We are working to bring this new brand positioning to life and
expect to launch the campaign in the fall of 2020. We believe this will allow us
to capture the position in the market for a dual fashion brand that helps
customers dress for every day and any occasion.

Customer


We need to be more effective at engaging our customers and attracting new ones.
We are building strategies and developing tactics to communicate with customers
differently. We are using a marketing mix model tool to assess where we are
spending our marketing dollars and which channels deliver the best return on
investment. We are also using multi-touch attribution tool to evaluate the
real-time performance of our in-market messages and track the customer's journey
to purchase, both online and offline. Going forward we plan to relaunch the
Express loyalty program and reissue the Express credit card.

Execution


We will execute with precision to accelerate sales and profitability. To this
end, we have completed the redesign of our go-to-market process and have begun
driving stronger cross functional alignment. The goal is to increase our speed
to market by 20-25%. In addition, we have been focused on inventory
optimization, which includes eliminating unproductive inventory and optimizing
the composition of our assortment. This led to the decrease in inventory in the
fourth quarter compared to the fourth quarter of last year. We are focused on
improving the performance of our brick and mortar stores by reducing time spent
on non-selling activities and improving conversion and other metrics through
improved merchandise flow and a better customer experience.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. These key measures include net sales, comparable sales, cost of goods sold, buying and occupancy costs, gross profit/gross margin, and selling, general, and administrative expenses. The following table describes and discusses these measures.



Financial Measures          Description                                  

Discussion

Net Sales                   Revenue from the sale of merchandise, less   

Our business is seasonal, and we have


                            returns and discounts, as well as shipping   

historically realized a higher portion


                            and handling revenue related to e-commerce,  of 

our net sales in the third and


                            revenue from the rental of our LED sign in   

fourth quarters, due primarily to the

Times Square, gift card breakage, revenue    

impact of the holiday season.


                            earned from our private label credit card    

Generally, approximately 46% of our


                            agreement, and revenue earned from our       

annual net sales occur in the Spring


                            franchise agreements.                        

season (first and second quarters) and

54% occur in the Fall season (third


                                                                         and fourth quarters).


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Financial Measures        Description                                       

Discussion

Comparable Sales Comparable sales is a measure of the amount of sales Our business and our comparable sales


                          generated in a period relative to the amount of   

are subject, at certain times, to


                          sales generated in the comparable prior year 

period. calendar shifts, which may occur


                          Comparable sales for 2019 was calculated using 

the during key selling periods close to


                          52-week period ended February 1, 2020 as compared 

to holidays such as Easter, Thanksgiving,


                          the 52-week period ended February 2, 2019.           and Christmas, and regional
                                                                               fluctuations for events such as sales
                          Comparable retail sales includes:                    tax holidays. We believe comparable
                          •Sales from retail stores that were open 12

months sales provides a useful measure for


                          or more as of the end of the reporting period        investors by removing the impact of
                          •E-commerce sales                                    new stores and closed stores.
                                                                               Management uses comparable sales as a
                          Comparable outlet sales includes:                    useful measure in measuring continuing
                          •Sales from outlet stores that were open 12

months store performance.


                          or more as of the end of the reporting period,
                          including conversions

                          Comparable sales excludes:
                          •Sales from stores where the square footage 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
                          therefore not productive selling space
                          •Sales from stores where the store cannot open due
                          to weather damage or other catastrophe
Cost of goods sold,       Includes the following:                              Our cost of goods sold typically
buying and occupancy      •Direct cost of purchased merchandise                increases in higher volume quarters
costs                     •Inventory shrink and other adjustments         

because the direct cost of purchased


                          •Inbound and outbound freight                   

merchandise is tied to sales.


                          •Merchandising, design, planning and 

allocation, and


                          manufacturing/production costs                    

The primary drivers of the costs of


                          •Occupancy costs related to store operations 

(such individual goods are raw materials,


                          as rent and common area maintenance, utilities, 

and labor in the countries where our


                          depreciation on assets)                              merchandise is sourced, and logistics
                          •Logistics costs associated with our e-commerce      costs associated with transporting our
                          business                                             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.


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Financial Measures         Description                                  

Discussion

Gross Profit/Gross Margin Gross profit is net sales minus cost of Gross profit/gross margin is impacted by


                           goods sold, buying and occupancy costs.      the 

price at which we are able to sell our


                           Gross margin measures gross profit as a      

merchandise and the cost of our product.


                           percentage of net sales.
                                                                        We 

review our inventory levels on an

on-going basis in order to identify

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 effect on our gross margin.



                                                                        Any 

marked down merchandise that is not

sold is marked-out-of-stock. We use

third-party vendors to dispose of this


                                                                        marked-out-of-stock merchandise.
Selling, General, and      Includes operating costs not included in     With the exception of store payroll,
Administrative Expenses    cost of goods sold, buying and occupancy     certain marketing expenses, and incentive
                           costs such as:                               

compensation, selling, general, and


                           •Payroll and other expenses related to       

administrative expenses generally do not


                           operations at our corporate offices          

vary proportionally with net sales. As a


                           •Store expenses other than occupancy costs   

result, selling, general, and


                           •Marketing expenses, including production,   

administrative expenses as a percentage of


                           mailing, print, and digital advertising      net 

sales are usually higher in lower


                           costs, among other things                    

volume quarters and lower in higher volume


                                                                        quarters.



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Fiscal Year Comparison
Net Sales
                                                            2019              2018
Net sales (in thousands)                               $ 2,019,194       $ 2,116,344
Comparable retail sales                                         (6) %             (1) %
Comparable outlet sales                                         (1) %             (1) %
Total comparable sales percentage change                        (5) %             (1) %
Gross square footage at end of period (in thousands)         5,052          

5,367


Number of:
Stores open at beginning of period                             631               635
New retail stores                                                -                 -
New outlet stores                                               31                39
Retail stores converted to outlets                             (27)              (29)
Closed stores                                                  (40)              (14)
Stores open at end of period                                   595               631


                    [[Image Removed: expr-20200201_g2.jpg]]
Net sales decreased by approximately $97.2 million, or 5%, between 2019 and
2018. Comparable retail sales decreased 6% in 2019 compared to 2018. The
decrease in comparable retail sales resulted primarily from a decrease in
transactions and in-store average dollar sales per transaction. We attribute
these reductions to decreased traffic at our retail and outlet stores, as well
as increased promotions. Non-comparable sales increased $5.2 million, which was
driven primarily by new outlet store openings, partially offset by store
closings.

Gross Profit
The following table shows cost of goods sold, buying and occupancy costs, gross
profit in dollars, and gross margin percentage for the stated periods:
                                                                        2019                     2018
                                                                    (in thousands, except percentages)
Cost of goods sold, buying and occupancy costs                  $       1,468,619           $ 1,501,433
Gross profit                                                    $         550,575           $   614,911
Gross margin percentage                                                      27.3   %              29.1  %


The 180 basis point decrease in gross margin percentage, or gross profit as a
percentage of net sales, in 2019 compared to 2018 was compromised of a 90 basis
point decrease in merchandise margin and a 90 basis point increase in buying and
occupancy
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costs as a percentage of net sales. The decrease in merchandise margin was
primarily driven by actions to move through clearance inventory and product that
did not fit with our evolving product strategy. This was partially offset by
being more strategic with our promotional activity during the year. The increase
in buying and occupancy costs as a percentage of net sales was primarily the
result of the decrease in sales.
Selling, General, and Administrative Expenses
The following table shows selling, general, and administrative expenses in
dollars and as a percentage of net sales for the stated periods:
                                                                           2019                   2018
                                                                      (in thousands, except percentages)
Selling, general, and administrative expenses                      $        564,332           $  587,348

Selling, general, and administrative expenses, as a percentage of net sales

                                                                      27.9   %             27.8  %


The $23.0 million decrease in selling, general, and administrative expenses in
2019 compared to 2018 was the result of decreases in marketing expenses of $8.6
million, store payroll of $7.9 million, home office payroll, including incentive
and stock-based compensation, of $5.9 million, and e-commerce photography of
$2.8 million. In addition, the CEO departure in 2018 resulted in $5.4 million in
additional expense in 2018. These decreases were partially offset by a $7.9
million increase in professional fees primarily the result of initiatives
implemented during 2019.
Impairment of Intangible Assets
The following table shows intangible asset impairment costs for the stated
periods:
                                        2019         2018
                                        (in thousands)

Impairment of intangible assets $ 197,618 $ -




In the fourth quarter of 2019, we performed an impairment test of our
indefinite-lived intangible assets. This analysis was performed using market and
income approaches, and was more significantly weighted towards the market
approach due to a reduction in market capitalization throughout the year. We
believe the decline in market capitalization was the result of decreased
profitability. As a result of this impairment test, we recognized a non-cash
impairment charge totaling $197.6 million related to our indefinite lived
intangible assets. Refer to Note 5 of the Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K for additional information
regarding the impairment.
Restructuring Costs
The following table shows restructuring costs for the stated periods:
                           2019         2018
                            (in thousands)
Restructuring costs     $ 7,337       $ 166


Restructuring costs of $7.3 million in 2019 represent the costs in connection
with the announcement of the Company's new strategy and the restructuring of the
Company's work force to align to this strategy. These costs include $6.0 million
in severance charges and $1.3 million in professional and other fees. Refer to
Note 13 of the Consolidated Financial Statements included elsewhere in this
Annual Report on Form 10-K for additional information regarding the
restructuring costs.
Interest (Income)/Expense, Net
The following table shows interest (income)/expense in dollars for the stated
periods:
                                    2019         2018
                                     (in thousands)

Interest (income)/expense, net $ (2,981) $ 25


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The $3.0 million decrease in net interest (income)/expense, net in 2019
represents interest earned on investments. The decrease compared to 2018 was the
result of the adoption of the new lease accounting standard and elimination of
interest expense related to our flagship stores. Refer to Note 4 of the
Consolidated Financial Statements included elsewhere in this Annual Report on
Form 10-K for additional information regarding our leases.
Other Expense, Net
The following table shows other expense in dollars for the stated periods:
                       2019         2018
                         (in thousands)

Other expense, net $ - $ 7,900




The $7.9 million decrease in other expense in 2019 compared to 2018 was the
result of the $8.4 million impairment of our equity method investment in Homage,
LLC, a privately held retail apparel company based in Columbus, Ohio ("Homage")
in 2018.
Income Tax (Benefit)/Expense
The following table shows income tax (benefit)/expense in dollars for the stated
periods:
                                   2019           2018
                                     (in thousands)
Income tax (benefit)/expense   $ (50,526)      $ 10,660


The effective tax rate was 23.5% in 2019 compared to 52.5% in 2018. The
effective tax rate for 2019 includes a non-cash tax benefit of approximately
$49.7 million related to the impairment of intangible assets, offset by a net
tax expense of approximately $2.0 million attributable to certain discrete
items, predominately related to a tax shortfall for share-based compensation.
The effective tax rate for 2018 includes a net tax expense of approximately $3.7
million attributable to certain discrete items, predominately related to income
tax reform related non-deductible executive compensation including the impact of
our CEO transition, and no tax benefit associated with the impairment of our
equity investment in Homage. Refer to Note 6 of the Consolidated Financial
Statements included elsewhere in this Annual Report on Form 10-K for additional
information regarding the tax rate.
Adjusted Net (Loss)/Income
The following table presents adjusted operating (loss)/income, adjusted net
(loss)/income, and adjusted diluted earnings per share, each a non-GAAP
financial measure, for the stated periods which eliminate certain non-core
operating costs:
                                                                        2019                 2018
                                                                     (in thousands, except per share
                                                                                amounts)
Operating (Loss)/Income                                            $  (217,865)          $   28,215
Adjusted Operating (Loss)/Income (Non-GAAP)                        $   (11,194)          $   33,651
Net (Loss)/Income                                                  $  (164,358)          $    9,630
Adjusted Net (Loss)/Income (Non-GAAP)                              $    (8,414)          $   23,553
Diluted Earnings Per Share                                         $     (2.49)          $     0.13
Adjusted Diluted Earnings Per Share (Non-GAAP)                     $     

(0.13) $ 0.32




We supplement the reporting of our financial information determined under GAAP
with certain non-GAAP financial measures: adjusted operating (loss)/income,
adjusted net (loss)/income, and adjusted diluted earnings per share. We believe
that these non-GAAP measures provide additional useful information to assist
stockholders in understanding our financial results and assessing our prospects
for future performance. Management believes adjusted operating (loss)/income,
adjusted net (loss)/income, and adjusted diluted earnings per share are
important indicators of our business performance because they exclude items that
may not be indicative of, or are unrelated to, our underlying operating results,
and provide a better baseline for analyzing trends in our business. In addition,
adjusted operating (loss)/income is used as a performance measure to determine
short-term cash incentive compensation, and adjusted diluted earnings per share
is used as a performance measure in our
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executive compensation program for purposes of determining the payout of the
long-term incentive awards. Since non-GAAP financial measures are not
standardized, it may not be possible to compare these financial measures with
other companies' non-GAAP financial measures having the same or similar names.
These adjusted financial measures should not be considered in isolation or as a
substitute for reported operating (loss)/income, net (loss)/income, and reported
diluted earnings per share. These non-GAAP financial measures reflect an
additional way of viewing our operations that, when viewed with our GAAP results
and the below reconciliations to the corresponding GAAP financial measures,
provide a more complete understanding of our business. We strongly encourage
investors and stockholders to review our financial statements and publicly-filed
reports in their entirety and not to rely on any single financial measure.
The table below reconciles the non-GAAP financial measures, adjusted operating
(loss)/income, adjusted net (loss)/income, and adjusted diluted earnings per
share, with the most directly comparable GAAP financial measures, operating
(loss)/income, net (loss)/income, and diluted earnings per share.

                                                                            

2019


                                                                                                                            Weighted Average
(in thousands, except per share                          Income Tax                               Diluted Earnings           Diluted Shares
amounts)                         Operating Loss            Impact               Net Loss              per Share                Outstanding
Reported GAAP Measure           $     (217,865)                               $ (164,358)         $     (2.49)                        66,133

Impairment of Intangible Assets 197,618 $ (49,727) (a)


     147,891                 2.24
Impact of Restructuring                  7,337              (1,834)    (a)         5,503                 0.08
Impact of CEO Departure                      -                 822     (b)           822                 0.01
Impact of Other Executive
Departures                               1,716                  12     (c)         1,728                 0.03

Adjusted Non-GAAP Measure       $      (11,194)                               $   (8,414)         $     (0.13)                        66,133


(a)Items tax affected at the applicable deferred or statutory rate.
(b)Represents the tax impact of the expiration of the former CEO's non-qualified
stock options.
(c)Represents the tax impact of executive departure costs offset by the tax
impact related to the expiration of the executive non-qualified stock options.
                                                                                   2018
                                                                                                                        Weighted Average
(in thousands, except per                                Income Tax                           Diluted Earnings           Diluted Shares
share amounts)                  Operating Income           Impact           Net Income            per Share                Outstanding
Reported GAAP Measure          $        28,215                             $   9,630          $      0.13                         73,239
Impact of CEO Departure                  5,436          $  (1,386)             4,050                 0.06
162(m) impact as a result of
CEO departure                                -              1,473              1,473                 0.02
Equity method investment
impairment (a)                               -                                 8,400                 0.12
Adjusted Non-GAAP Measure      $        33,651

$ 23,553 $ 0.32

(a) The tax effect of the $8.4 million impairment of our equity method investment is $2.1 million offset by a full valuation allowance against the related deferred tax assets.


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Liquidity and Capital Resources
A summary of cash provided by or used in operating, investing, and financing
activities is shown in the following table:
                                                       2019            2018
                                                          (in thousands)
Provided by operating activities                   $  90,710       $  73,717
Used in investing activities                         (37,039)        (49,778)
Used in financing activities                         (18,202)        (88,491)

Increase/(decrease) in cash and cash equivalents 35,469 (64,552) Cash and cash equivalents at end of period $ 207,139 $ 171,670




Our business relies on cash flows from operations as our primary source of
liquidity, with the majority of those cash flows being generated in the fourth
quarter of the year. Our primary operating cash needs are for merchandise
inventories, payroll, store rent, and marketing. Net cash provided by operating
activities was $90.7 million in 2019 compared to $73.7 million in 2018. The
increase in cash flows from operating activities in 2019 was primarily driven by
lower inventory purchases in 2019 and the timing of payments on accounts payable
balances, partially offset by lower net income after removing the impact of
impairment and other adjustments to reconcile to operating cash flows for 2019.
In addition to cash flow from operations, we have access to additional
liquidity, as needed, through borrowings under our Revolving Credit Facility. On
May 24, 2019, we amended and restated our Revolving Credit Facility. The
borrowing capacity under the facility remains at  $250.0 million, but the
expiration date of the facility has been extended to May 24, 2024. As of
February 1, 2020, we had $197.7 million available for borrowing under our
Revolving Credit Facility. On March 17, 2020, we provided notice to the lenders
under our Revolving Credit Facility of our request to borrow $165.0 million with
a proposed borrowing date of March 20, 2020. We did this as a precautionary
measure in order to increase our cash position, preserve financial flexibility
and maintain liquidity and flexibility in response to the COVID-19 outbreak that
caused public health officials to recommend precautions that would mitigate the
spread of the virus, including warning against congregating in heavily populated
areas such as malls and shopping centers, and led to the closure of all of our
Express and Express Factory Outlet stores until March 27, 2020. We intend to
hold the proceeds from the incremental Revolving Credit Facility borrowings on
our balance sheet and, in accordance with the terms of the Revolving Credit
Facility, may use the proceeds in the future for working capital, general
corporate or other purposes permitted thereunder. We also have outstanding
letters of credit in the amount of $12.7 million, primarily related to our third
party logistics contract. Refer to Item 9B and Notes 7 and 15 of our
Consolidated Financial Statements included elsewhere in this Annual Report on
Form 10-K for additional information on our Revolving Credit Facility.

We also use cash for investing activities. Our capital expenditures consist
primarily of new and remodeled store construction and fixtures and information
technology projects. We had capital expenditures of approximately $37.0 million
in 2019 and $49.8 million in 2018. The decrease in 2019 was primarily driven by
reduced capital expenditures related to remodels, as well as a reduction in
information technology capital expenditures.

In addition, we use cash for financing activities. We repurchased $15.6 million
and $83.2 million of common stock, including commissions, under share repurchase
programs in 2019 and 2018, respectively.
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 have up to 75
days to pay certain merchandise vendors and 45 days to pay the majority of our
non-merchandise vendors.
Forward-Looking Liquidity Discussion
We believe that cash generated from operations and borrowings under our
Revolving Credit Facility will be sufficient to meet working capital
requirements and anticipated capital expenditures for at least the next 12
months.
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Contractual Obligations
We enter into long-term contractual obligations and commitments in the normal
course of business. As of February 1, 2020, our contractual future cash
obligations are set forth in the following table.
                                                                  Payment 

due by Period


 Contractual Obligations:                                  Total      Less than 1 Year   1-3 Years    3-5 Years    More Than 5 Years
                                                                      (in thousands)
Operating Leases(1)                      $ 1,286,786    $ 255,308    $       455,855    $ 351,693    $ 223,930
Purchase Obligations(2)                      245,239      245,239                  -            -            -
Other Long Term Obligations(3)                11,564        9,612              1,260          692            -
Total(4)                                 $ 1,543,589    $ 510,159    $       457,115    $ 352,385    $ 223,930


(1) We enter into operating leases in the normal course of business. Our future
operating lease obligations could change if we were to modify current leases, or
if we were to enter into additional operating leases. These amounts also include
all contractual lease commitments related to our flagship locations. Common area
maintenance, real estate tax, and other customary charges included in our
operating lease agreements are also included above. Refer to Note 4 of the
Consolidated Financial Statements included elsewhere in this Annual Report on
Form 10-K for additional information regarding leases.
(2) Purchase obligations are made up of merchandise purchase orders and
unreserved fabric commitments.
(3) Other obligations consist of employment related agreements and obligations
under other long-term agreements.
(4) On March 17, 2020, we provided notice to the lenders of our Revolving Credit
Facility of our request to borrow $165.0 million with a proposed borrowing date
of March 20, 2020. The above table does not include increased amounts owed as a
result of this event.
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Critical Accounting Estimates
The preparation of financial statements in accordance with GAAP requires
management to make estimates and assumptions that affect 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 differ from these
estimates under different assumptions and conditions.
Management evaluated the development and selection of its critical accounting
policies and estimates and believes that the following policies involve a higher
degree of judgment or complexity and are most significant to reporting our
results of operations and financial position and are, therefore, discussed as
critical. The following critical accounting policies reflect the significant
estimates and judgments used in the preparation of our Consolidated Financial
Statements. More information on all of our significant accounting policies can
be found in Note 2 to our Consolidated Financial Statements included elsewhere
in this Annual Report on Form 10-K.
       Description of Policy              Judgments and Uncertainties       

Effect if Actual Results Differ


                                                                                    from Assumptions
Returns Reserve
We recognize retail sales at the     Our accounting methodology for        We have no reason to believe that
time the customer takes possession   estimating our returns reserve        there will be a material change in
of the merchandise. We reserve for   contains uncertainties because it     the future estimates or assumptions
sales returns through estimates      requires management to make           we use to measure our returns
based on historical experience and   assumptions that merchandise returns  reserve. However, if actual results
various other assumptions that       in the future will follow the pattern are not consistent with our
management believes to be            of returns in prior periods. Our      estimates or assumptions, we may be
reasonable.                          estimates for these items are based   

exposed to losses or gains that


                                     primarily on historical transaction   could be material.
We have not made any material        experience.
changes in the accounting                                                  A 100 basis point change in the
methodology used to determine our                                          rate of returns as of February 1,
returns reserve over the past two                                          2020 would not have had a material
years.                                                                     impact on pre-tax income.
Inventories - Lower of Cost or Net Realizable Value
Inventories are principally valued   Our accounting methodology for        We have no reason to believe that
at the lower of cost or net          determining the lower of cost or net  there will be a material change in
realizable value on a                realizable value adjustment contains  the future estimates or assumptions
weighted-average cost basis. We      uncertainties because it requires     we use to measure the lower of cost
record a lower of cost or net        management to make assumptions and    or net realizable value adjustment.
realizable value adjustment for our  estimates that are based on factors   However, if actual results are not
inventories if the cost of specific  such as merchandise seasonality,      consistent with our estimates or
inventory items on hand exceeds the  historical trends, and estimated      assumptions, we may be exposed to
amount we expect to realize from the inventory levels, including           losses or gains that could be
ultimate sale or disposal of the     sell-through of remaining units.      material.
inventory.
                                                                           A 100 basis point increase or
We have not made any material                                              decrease in the lower of cost or
changes in the accounting                                                  net realizable value adjustment
methodology used to determine the                                          would not have had a material
lower of cost or net realizable                                            impact on the inventory balance or
value adjustment over the past two                                         pre-tax income as of and for the
years.                                                                     year ended February 1, 2020.


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       Description of Policy             Judgments and Uncertainties     

Effect if Actual Results Differ from

Assumptions


Property, Plant, and Equipment (including Right of Use ("ROU") Assets)
Property, Plant, and Equipment,     Our analysis for impairment requires  We have no reason to believe that
including ROU assets, are reviewed  judgment surrounding identification   there will be a material change in
for impairment if indicators of     of appropriate triggering events.     the future estimates or assumptions
impairment are present. The         This judgment can be affected by      we use in this evaluation. However,
impairment review is performed at   factors such as expectations for      if we become aware of additional
the store level by comparing the    future store performance, real estate triggering events there is potential
carrying value of the asset to the  demand, and economic conditions that  that additional stores could be
undiscounted cash flows derived     can be difficult to predict.          required to be tested for impairment
from the asset group. If the                                              and could be impaired. These events
undiscounted cash flows of the                                            could include further deterioration
asset are less than the carrying                                          in store operating results,
value of the respective asset                                             increased store labor costs, our
group, then the carrying value is                                         inability to implement our cost
compared to the estimated fair                                            savings initiatives, or lower mall
value as determined using the                                             

traffic.


discounted store cash flows or
market-based rental information,
and a loss is recognized for the
difference.

We have not made any material
changes in the triggering events
used to evaluate our property,
plant and equipment, except to
include impairment tests for our
ROU assets in our analysis.
Intangible Assets
Intangible assets with indefinite   Our consideration of indefinite lived There are inherent uncertainties
lives, primarily tradenames, are    intangible assets for impairment      related to our assessment and, if
reviewed for impairment annually in requires judgments surrounding future actual results are not consistent
the fourth quarter and may be       operating performance, economic       with our estimates or assumptions,
reviewed more frequently if         conditions, and business plans, among we may be exposed to impairment
indicators of impairment are        other factors.                        losses that could be material. Refer
present. The impairment review is                                         to Note 5 of our Consolidated
performed by assessing qualitative                                        Financial Statements included
factors to determine whether it is                                        elsewhere in this Annual Report on
more likely than not that the fair                                        Form 10-K for the results of our
value of the asset is less than its                                       impairment test in the current year.
carrying amount. If the qualitative
factors indicate it is more likely
than not the fair value is less
than the book value, a quantitative
test is performed. The quantitative
test includes consideration of
market (level 1) and income
approaches.
Deferred Taxes
Deferred tax assets and liabilities Our deferred tax asset and liability  We have no reason to believe that
are recognized for the estimated    balances contain uncertainty because  there will be a material change in
future tax consequences of          changes in tax laws, rates, or future the future estimates or assumptions
temporary differences that          taxable income may differ from        we use to calculate our deferred
currently exist between the tax     estimates and judgments made by       taxes. However, if future tax rates
basis and the financial reporting   management.                           are changed, we do not achieve our
basis of our assets and                                                   cost savings initiatives, or if
liabilities. Deferred tax assets                                          actual results are not consistent
and liabilities are measured using                                        with our estimates, we may need to
the enacted tax rates in effect in                                        adjust the carrying value of our
the years when those temporary                                            deferred tax balances. An increase
differences are expected to                                               or decrease in the valuation
reverse. The effect on deferred                                           allowance would result in a
taxes from a change in tax rate is                                        respective increase or decrease in
recognized in earnings in the                                             our effective tax rate in the period
period that includes the enactment                                        the increase or decrease occurs.
date of the change. Valuation
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.


Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements and their estimated effect on the
Company's Consolidated Financial Statements are described in Note 1 of our
Consolidated Financial Statements included elsewhere in this Annual Report on
Form 10-K.

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