8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2017

EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34742	26-2828128
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Express Drive Columbus, Ohio	43230
(Address of principal executive offices)	(Zip Code)

(614) 474-4001

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On March 8, 2017, Express, Inc. issued a press release providing information regarding earnings for the thirteen and fifty-two weeks ended January 28, 2017 and outlook for 2017 and also made available an investor presentation with supplemental information regarding the same. A copy of the press release is attached hereto as Exhibit 99.1. A copy of the investor presentation is attached hereto as Exhibit 99.2.

The information in this Item 2.02, including Exhibits 99.1 and 99.2, in this Form 8-K is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Express, Inc. will hold its 2017 annual meeting of stockholders on June 7, 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release
99.2	Investor Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EXPRESS, INC.
Date: March 8, 2017	/s/ Periclis Pericleous
	Periclis Pericleous
	Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Investor Contacts:

Mark Rupe

Express, Inc.

Vice President Investor Relations

(614) 474-4465

Allison Malkin

ICR, Inc.

(203) 682-8225

Media Contact:

Robin Hoffman

Express, Inc.

Director, Communications

(614) 474-4834

EXPRESS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS;

INTRODUCES FIRST QUARTER AND FULL YEAR 2017 OUTLOOK

• Fourth quarter net sales decrease by 11% to $678.8 million; full year net sales decrease 7% to $2.2 billion

• Fourth quarter diluted EPS of $0.29; full year diluted EPS of $0.81

• E-commerce sales increase 9% in the fourth quarter, accounting for 25% of net sales; full year e-commerce sales increase 5%, accounting for 19% of net sales

• Realized $9 million in cost savings in 2016; on track to deliver $44 to $54 million in total cost savings over the next three years

• Full year operating cash flow of $187 million; strong balance sheet maintained with over $200 million in cash

Columbus, Ohio - March 8, 2017 - Express, Inc. (NYSE: EXPR), a specialty retail apparel company, announced its financial results for the fourth quarter and full year 2016. These results, which cover the thirteen and fifty-two weeks ended January 28, 2017, are compared to the thirteen and fifty-two weeks ended January 30, 2016.

David Kornberg, the Company's president and chief executive officer, noted that, "Despite ongoing pressures in the retail sector, our fourth quarter earnings were in line with previously issued guidance. As expected, our store performance continued to be impacted by challenging mall traffic and a promotional retail environment. As our industry adapts to changing consumer preferences, we continue to invest in our omni-channel and marketing capabilities to ensure that we capitalize on this evolution. As a result, e-commerce sales made up 25% of fourth quarter net sales, with sales increasing 9% over the prior year period. We also remain intensely focused on managing our overall cost structure and optimizing our store footprint. Our balance sheet remains strong with more than $200 million in cash and we continue to have solid cash flow. "

Mr. Kornberg went on to note that, "We enter 2017 with confidence that the actions we have taken and the initiatives underway will translate into stronger performance as we move through the year. These initiatives include improving

the fashion clarity in our stores through reduced choice counts, launching a new brand campaign, introducing compelling new products, and improving upon key existing categories. We also expect to benefit from the relaunch of our customer loyalty program and our new IT systems, which will foster more efficient decision making and precise planning."

Fourth Quarter 2016 Operating Results:

• Net sales decreased 11% to $678.8 million from $765.6 million in the fourth quarter of 2015.

• Comparable sales (including e-commerce sales) decreased 13%, compared to a 4% increase in the fourth quarter of 2015.

• E-commerce sales increased 9% to $170.1 million.

• Merchandise margin declined by 330 basis points driven by increased promotional activity. Buying and occupancy as a percentage of net sales rose by 230 basis points. In combination, this resulted in a 560 basis point decline in gross margin, representing 28.4% of net sales compared to 34.0% in last year’s fourth quarter.

• Selling, general, and administrative (SG&A) expenses were $154.0 million versus $167.4 million in last year's fourth quarter. As a percentage of net sales, SG&A expenses increased by 80 basis points to 22.7%.

• Operating income was $38.8 million, or 5.7% of net sales, compared to $92.9 million, or 12.1% of net sales in the fourth quarter of 2015.

• Income tax expense was $15.5 million, at an effective tax rate of 40.5%, compared to $35.1 million, at an effective tax rate of 38.5% in last year's fourth quarter.

• Net income was $22.8 million, or $0.29 per diluted share. This compares to net income of $56.1 million, or $0.67 per diluted share, in the fourth quarter of 2015.

• Real estate activity for the fourth quarter of 2016 is presented in Schedule 5.

Balance Sheet And Cash Flow Highlights:

• Cash and cash equivalents totaled $207.4 million at the end of 2016 versus $186.9 million at the end of 2015. During the fifty-two weeks ended January 28, 2017, approximately $51.5 million was used to repurchase approximately 3.2 million shares of the Company's outstanding common stock.

• Capital expenditures totaled $98.7 million for 2016 compared to $115.3 million for 2015.

• Inventory was $241.4 million at the end of 2016 compared to $255.4 million at the end of 2015, a 5% decrease.

2017 Guidance:

The table below compares the Company's projected results for the thirteen week period ended April 29, 2017 to the actual results for the thirteen week period ended April 30, 2016.

	First Quarter 2017 Guidance	First Quarter 2016 Actual Results
Comparable Sales	Negative high single digits	(3)%
Effective Tax Rate	Approximately 39%	38.0%
Interest Expense, Net	$1 million	$11.7 million(1)
Net Income	($3) to $0 million	$12.9 million(1)
Adjusted Net Income	N/A	$19.8 million(2)
Diluted Earnings Per Share (EPS)	($0.04) to $0.00	$0.16(1)
Adjusted Diluted EPS	N/A	$0.25(2)
Weighted Average Diluted Shares Outstanding	78.7 million	79.9 million

(1) Includes approximately $11.4 million of non-core items related to an amendment to the Times Square Flagship store lease.

(2) Adjusted Net Income and Adjusted Diluted EPS are non-GAAP financial measures. Refer to Schedule 4 for a reconciliation of GAAP to Non-GAAP financial measures.

The table below compares the Company's projected results for the 53 week period ended February 3, 2018 to the actual results for the 52 week period ended January 28, 2017. The Company expects the 53rd week impact on Diluted EPS to be approximately $0.04.

	Full Year 2017 Guidance	Full Year 2016 Actual Results
Comparable Sales	Flat to low single digits	(9)%
Effective Tax Rate	Approximately 39%	36.6%
Interest Expense, Net	$4 million	$13.5 million(1)
Net Income	$52 to $58 million	$57.4 million
Adjusted Net Income	N/A	$64.3 million(2)
Diluted EPS	$0.65 to $0.73	$0.73(1)
Adjusted Diluted EPS	N/A	$0.81(2)
Weighted Average Diluted Shares Outstanding	79.4 million	79.0 million
Capital Expenditures	$62 to $67 million	$98.7 million

(1) Includes approximately $11.4 million of non-core items related to an amendment to the Times Square Flagship store lease.

(2) Adjusted Net Income and Adjusted Diluted EPS are non-GAAP financial measures. Refer to Schedule 4 for a reconciliation of GAAP to Non-GAAP financial measures.

This guidance does not take into account any additional non-core items that may occur and excludes the impact of discrete items on the tax rate.

See Schedule 5 for a discussion of projected real estate activity.

Conference Call Information:

A conference call to discuss fourth quarter 2016 results is scheduled for Wednesday, March 8, 2017 at 9:00 a.m. Eastern Time (ET). Investors and analysts interested in participating in the call are invited to dial (877) 705-6003 approximately ten minutes prior to the start of the call. The conference call will also be webcast live at: http://www.express.com/investor and remain available for 90 days. A telephone replay of this call will be available at 12:00 p.m. ET on March 8, 2017 until 11:59 p.m. ET on March 15, 2017 and can be accessed by dialing (844) 512-2921 and entering replay pin number 13654883.

An investor presentation with information regarding the fourth quarter and fiscal year 2016 results and outlook for 2017 will also be available at: http://www.express.com/investor at approximately 7:00 a.m. ET on Wednesday, March 8, 2017.

About Express, Inc.:

Express is a specialty apparel and accessories retailer of women's and men's merchandise, targeting the 20 to 30- year-old customer. Express has more than 35 years of experience offering a distinct combination of fashion and quality for multiple lifestyle occasions at an attractive value addressing fashion needs across work, casual, jeanswear, and going-out occasions. The Company currently operates more than 650 retail and factory outlet stores, located primarily in high-traffic shopping malls, lifestyle centers, and street locations across the United States, Canada, and Puerto Rico. Express merchandise is also available at franchise locations in Latin America. Express also markets and sells its products through its e-commerce website, www.express.com, as well as on its mobile app.

Forward-Looking Statements:

Certain statements are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact and include, but are not limited to, (1) guidance and expectations for the first quarter and full year 2017, including statements regarding expected comparable sales, effective tax rates, interest expense, net income, adjusted net income, diluted earnings per share, and capital expenditures, (2) statements regarding expected store openings, store closures, and gross square footage, and (3) statements regarding the Company's future plans and initiatives, including, but not limited to, results expected from such initiatives. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company's control. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are (1) changes in consumer spending and general economic conditions; (2) our ability to identify and respond to new and changing fashion trends, customer preferences, and other related factors; (3) 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 offerings relative to customer demand, the mix of merchandise we sell, promotions, and inventory levels; (4) competition from other retailers; (5) customer traffic at malls, shopping centers, and at our stores and online; (6) our dependence on a strong brand image; (7) our ability to develop and maintain a relevant and reliable omni-channel experience for our customers; (8) the failure or breach of information systems upon which we rely; (9) our ability to protect customer data from fraud and theft; (10) our dependence upon third parties to manufacture all of our merchandise; (11) changes in the cost of raw materials, labor, and freight; (12) supply chain disruption; (13) our dependence upon key executive management; (14) our growth strategy, including our ability to improve the productivity of our existing stores, open new stores, and grow our e-commerce business; (15) our substantial lease obligations; (16) our reliance on third parties to provide us with certain key services for our business; (17) claims made against us resulting in litigation or changes in laws and regulations applicable to our business; (18) our inability to protect our trademarks or other intellectual property rights which may preclude the use of our trademarks or other intellectual property around the world; (19) restrictions imposed on us under the terms of our asset-based loan facility; (20) impairment charges on long-lived assets; and (21) changes in tax requirements, results of tax audits, and other factors that may cause fluctuations in our effective tax rate. Additional information concerning these and other factors can be found in Express, Inc.'s filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.

Schedule 1

Express, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

	January 28, 2017			January 30, 2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	207,373		$	186,903
Receivables, net	15,787			22,130
Inventories	241,424			255,350
Prepaid minimum rent	31,626			30,694
Other	17,923			18,342
Total current assets	514,133			513,419
PROPERTY AND EQUIPMENT	1,029,176			948,608
Less: accumulated depreciation	(577,890		)	(504,211		)
Property and equipment, net	451,286			444,397
TRADENAME/DOMAIN NAMES/TRADEMARKS	197,618			197,597
DEFERRED TAX ASSETS	7,926			21,227
OTHER ASSETS	14,226			2,004
Total assets	$	1,185,189		$	1,178,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	172,668		$	149,884
Deferred revenue	29,428			30,895
Accrued expenses	80,301			126,624
Total current liabilities	282,397			307,403
DEFERRED LEASE CREDITS	146,328			139,236
OTHER LONG-TERM LIABILITIES	120,777			114,052
Total liabilities	549,502			560,691
COMMITMENTS AND CONTINGENCIES
Total stockholders’ equity	635,687			617,953
Total liabilities and stockholders’ equity	$	1,185,189		$	1,178,644

Schedule 2

Express, Inc.

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	Thirteen Weeks Ended					Fifty-Two Weeks Ended
	January 28, 2017			January 30, 2016		January 28, 2017			January 30, 2016
NET SALES	$	678,781		$	765,553	$	2,192,547		$	2,350,129
COST OF GOODS SOLD, BUYING AND OCCUPANCY COSTS	485,961			504,999		1,529,343			1,554,852
Gross profit	192,820			260,554		663,204			795,277
OPERATING EXPENSES:
Selling, general, and administrative expenses	153,994			167,413		559,541			587,747
Other operating expense, net	34			249		62			292
Total operating expenses	154,028			167,662		559,603			588,039
OPERATING INCOME	38,792			92,892		103,601			207,238
INTEREST EXPENSE, NET	623			1,131		13,468			15,882
OTHER (INCOME) EXPENSE, NET	(80		)	532		(484		)	672
INCOME BEFORE INCOME TAXES	38,249			91,229		90,617			190,684
INCOME TAX EXPENSE	15,475			35,113		33,200			74,171
NET INCOME	$	22,774		$	56,116	$	57,417		$	116,513
EARNINGS PER SHARE:
Basic	$	0.29		$	0.68	$	0.73		$	1.39
Diluted	$	0.29		$	0.67	$	0.73		$	1.38
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	78,414			82,561		78,669			83,980
Diluted	78,741			83,337		79,049			84,591

Schedule 3

Express, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Fifty-Two Weeks Ended
	January 28, 2017			January 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	57,417		$	116,513
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	82,144			74,904
Loss on disposal of property and equipment	942			1,561
Impairment charge	5,108			2,657
Amortization of lease financing obligation discount	11,354			—
Excess tax benefit from share-based compensation	—			(347		)
Share-based compensation	12,858			18,438
Non-cash loss on extinguishment of debt	—			5,314
Deferred taxes	20,065			(10,700		)
Landlord allowance amortization	(11,280		)	(12,730		)
Payment of original issue discount	—			(2,812		)
Changes in operating assets and liabilities:
Receivables, net	6,371			1,097
Inventories	14,144			(14,625		)
Accounts payable, deferred revenue, and accrued expenses	(15,857		)	17,705
Other assets and liabilities	3,442			32,628
Net cash provided by operating activities	186,708			229,603
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(98,712		)	(115,343		)
Purchase of intangible assets	(21		)	(35		)
Investment in equity interests	(10,133		)	—
Net cash used in investing activities	(108,866		)	(115,378		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt	—			(198,038		)
Costs incurred in connection with debt arrangements	—			(1,006		)
Payments on lease financing obligations	(1,595		)	(1,552		)
Repayments of financing arrangements	(3,274		)	—
Excess tax benefit from share-based compensation	—			347
Proceeds from exercise of stock options	2,735			1,276
Repurchase of common stock under share repurchase program	(51,538		)	(68,574		)
Repurchase of common stock for tax withholding obligations	(4,599		)	(4,450		)
Net cash used in financing activities	(58,271		)	(271,997		)
EFFECT OF EXCHANGE RATE ON CASH	899			(1,484		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	20,470			(159,256		)
CASH AND CASH EQUIVALENTS, Beginning of period	186,903			346,159
CASH AND CASH EQUIVALENTS, End of period	$	207,373		$	186,903

Schedule 4

Supplemental Information - Consolidated Statements of Income

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

The Company supplements the reporting of its financial information determined under United States generally accepted accounting principles (GAAP) with certain non-GAAP financial measures: adjusted net income and adjusted diluted earnings per share. The Company believes that these non-GAAP measures provide additional useful information to assist stockholders in understanding its financial results and assessing its prospects for future performance. Management believes adjusted net income and adjusted diluted earnings per share are important indicators of the Company's business performance because they exclude items that may not be indicative of, or are unrelated to, the Company's underlying operating results, and provide a better baseline for analyzing trends in the business. In addition, adjusted diluted earnings per share is used as a performance measure in the Company's executive compensation program for purposes of determining the number of equity awards that are ultimately earned. Because 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 net income and reported diluted earnings per share. These non-GAAP financial measures reflect an additional way of viewing the Company's operations that, when viewed with the GAAP results and the below reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of the Company's business. Management strongly encourages investors and stockholders to review the Company's financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

	Thirteen Weeks Ended April 30, 2016
(in thousands, except per share amounts)	Net Income			Diluted Earnings per Share			Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	12,882		$	0.16		79,914
Interest Expense (a)	11,354			0.14
Income Tax Benefit (b)	(4,428		)	(0.06		)
Adjusted Non-GAAP Measure	$	19,808		$	0.25

(a) Represents non-core items related to the amendment of the Times Square Flagship store lease.

(b) Represents the tax impact of the interest expense adjustment at our statutory rate of approximately 39% for the thirteen weeks ended April 30, 2016.

	Fifty-Two Weeks Ended January 28, 2017
(in thousands, except per share amounts)	Net Income			Diluted Earnings per Share			Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	57,417		$	0.73		79,049
Interest Expense (a)	11,354			0.14
Income Tax Benefit (b)	(4,428		)	(0.06		)
Adjusted Non-GAAP Measure	$	64,343		$	0.81

(a) Represents non-core items related to the amendment of the Times Square Flagship store lease.

(b) Represents the tax impact of the interest expense adjustment at our statutory rate of approximately 39% for the thirteen weeks ended January 28, 2017.

Schedule 5

Express, Inc.

Real Estate Activity

(Unaudited)

Fourth Quarter 2016 - Actual				January 28, 2017 - Actual
Company-Operated Stores	Opened	Closed	Conversion	Store Count	Gross Square Footage
United States - Retail Stores	—	(1)	(1)	535
United States - Outlet Stores	4	—	1	104
Canada	—	—	—	17
Total	4	(1)	—	656	5.7 million
First Quarter 2017 - Projected				April 29, 2017 - Projected
Company-Operated Stores	Opened	Closed	Conversion	Store Count	Gross Square Footage
United States - Retail Stores	—	(8)	—	527
United States - Outlet Stores	5	—	—	109
Canada	—	—	—	17
Total	5	(8)	—	653	5.6 million
Full Year 2017 - Projected				February 3, 2018 - Projected
Company-Operated Stores	Opened	Closed	Conversion	Store Count	Gross Square Footage
United States - Retail Stores	—	(10)	(20)	505
United States - Outlet Stores	19	—	20	143
Canada	—	—	—	17
Total	19	(10)	—	665	5.7 million

EX-99.2

Q4 and FY 2016 Earnings Call

Cautionary Statement Regarding Forward-Looking Statements Forward Looking Statements: Certain statements are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact and include, but are not limited to, (1) guidance and expectations for the first quarter and full year 2017, including statements regarding expected comparable sales, effective tax rates, interest expense, net income, adjusted net income, diluted earnings per share, and capital expenditures, (2) statements regarding expected store openings, store closures, and gross square footage, and (3) statements regarding the Company's future plans and initiatives, including, but not limited to, results expected from such initiatives. Forward looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company's control. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are (1) changes in consumer spending and general economic conditions; (2) our ability to identify and respond to new and changing fashion trends, customer preferences, and other related factors; (3) 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 offerings relative to customer demand, the mix of merchandise we sell, promotions, and inventory levels; (4) competition from other retailers; (5) customer traffic at malls, shopping centers, and at our stores and online; (6) our dependence on a strong brand image; (7) our ability to develop and maintain a relevant and reliable omni-channel experience for our customers; (8) the failure or breach of information systems upon which we rely; (9) our ability to protect customer data from fraud and theft; (10) our dependence upon third parties to manufacture all of our merchandise; (11) changes in the cost of raw materials, labor, and freight; (12) supply chain disruption; (13) our dependence upon key executive management; (14) our growth strategy, including our ability to improve the productivity of our existing stores, open new stores, and grow our e-commerce business; (15) our substantial lease obligations; (16) our reliance on third parties to provide us with certain key services for our business; (17) claims made against us resulting in litigation or changes in laws and regulations applicable to our business; (18) our inability to protect our trademarks or other intellectual property rights which may preclude the use of our trademarks or other intellectual property around the world; (19) restrictions imposed on us under the terms of our asset-based loan facility; (20) impairment charges on long-lived assets; and (21) changes in tax requirements, results of tax audits, and other factors that may cause fluctuations in our effective tax rate. Additional information concerning these and other factors can be found in Express, Inc.'s filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward looking statement as a result of new information, future events, or otherwise, except as otherwise required by law. 2

♦ One of the largest specialty retail apparel companies with ~$2.2 billion in annual sales ♦ Strong and enduring brand, uniquely positioned within industry with solid financial fundamentals ♦ Focused on improving profitability through balanced growth and cost savings ♦ Strong, tenured leadership team Sales Profile Footprint ♦ Iconic dual-gender lifestyle brand appealing to 20-30 year olds ♦ Balanced assortment of core styles and the latest fashions ♦ Address fashion needs across multiple wearing occasions ♦ Quality products at an attractive value ♦ 656 company operated stores across the U.S., Canada and Puerto Rico ♦ E-commerce and mobile platform ♦ 18 international franchise locations in Latin America 3 Express Overview 1 For the fiscal year ended January 28, 2017. 2 Excludes “other revenue” of $41 million.

4 Key Achievements ♦ E-commerce sales grew for the ninth consecutive year, up 5% to last year, surpassing $400 million for the year ♦ Successfully upgraded 95% of our legacy IT systems with new order management, retail management, and enterprise planning systems ♦ Further optimized our store base, with 19 outlet store openings, 16 retail store closures, and the conversion of four retail stores to outlets ♦ Began relaunch of Express NEXT, our customer loyalty program ♦ Announced significant cost savings initiatives totaling $44 to $54 million dollars, of which $9 million was realized in 2016

♦ We are focused on generating long-term value for our stockholders through the following strategic objectives: 1. Improving profitability through a balanced approach to growth 2. Increasing brand awareness and elevating our customer experience 3. Transforming and leveraging information technology systems 4. Investing in the growth and development of our people 5 Strategic Objectives

6 Improving Profitability 1. Increasing the productivity of our existing stores  Telling more defined fashion stories  Ensuring offerings are clear and cohesive across lifestyles 2. Optimizing our retail store footprint and opening new outlet stores  Investing in stores that achieve a strong return on investment  Continuing conversion of select mall stores to outlets 3. Growing our e-commerce and omni-channel capabilities  Expanding product assortment, further enhancing mobile experience, launching “ship from stores,” and piloting “buy online, pick up in stores” 4. Significant cost savings initiatives  Aggressively managing costs across all areas of the business, in particular real estate  Taking a more conservative approach to capital spending

Q4 & 2016 Results

8 Q4 2016 Financial Performance $ in millions Net Sales Diluted EPS  Net sales -11%  Comparable sales -13%  E-commerce sales +9%  Tax rate 40.5% vs. 38.5%  Net income $22.8M vs. $56.1M  Diluted shares 78.7M • Earnings in line with guidance • E-commerce sales increased 9%, accounting for 25% of sales • SG&A declined by 8% from the prior period to $154 million Key Highlights

9 2016 Financial Performance $ in millions Net Sales Adj. Diluted EPS1  Net sales -7%  Comparable sales -9%  E-commerce sales +5%  Tax rate 36.6% vs. 38.9%  Adj. net income1 $64M vs. $122M  Diluted shares(M) 79.0 vs. 84.6 • E-commerce sales increased 5%, accounting for 19% of sales • Continued optimization of store footprint, including four retail to outlet conversions • SG&A was $28 million below last year, 25.5% of net sales 1 Adjusted Net Income and Adjusted Diluted EPS are non-GAAP financial measures. Refer to pages 18-20 for information about Non-GAAP financial measures and reconciliations of GAAP to Non-GAAP financial measures. Key Highlights

10 2016 Balance Sheet and Cash Flow $ in millions Cash Operating Cash Flow Free Cash Flow1  No debt outstanding  Untapped revolver of $250M  Inventory at year-end $241M, -5% Y/Y  Capital expenditures $99M  Share repurchases of $52M • Healthy balance sheet with more than $200 million in cash and no debt • Strong operating cash flow of $187 million and free cash flow of $88 million • Conservative approach to capital spending going forward $ in millions $ in millions 1 Free cash flow is a Non-GAAP financial measure. Free cash flow represents cash flow from operations less capital expenditures. Refer to pages 18-20 for information about Non-GAAP financial measures and reconciliations of GAAP to Non-GAAP financial measures. Key Highlights

2017 Financial Guidance

♦ We expect our sales and margin performance to improve as we move through the year  Traffic in the mall continues to be a headwind and many of the key initiatives designed to return the business to profitable growth are still in front of us ♦ Our key 2017 initiatives remain consistent with our long-term objectives and include:  Improving the fashion clarity in our stores through reduced choice counts  Launching a new brand campaign  Introducing compelling new products and improving upon key existing categories  Relaunching our customer loyalty program  Capitalizing on our new IT systems, including implementing additional omni-channel initiatives  Managing our overall cost structure and optimizing our store footprint 12 2017 Outlook

13 2017 Financial Guidance Guidance as of March 8, 2017 Q1 2017 FY 2017 Comparable Sales Negative high single digits Flat to low single digits Interest Expense, Net $1 million $4 million Effective Tax Rate Approximately 39% Approximately 39% Net Income ($3) to $0 million $52 to $58 million Diluted EPS ($0.04) to $0.00 $0.65 to $0.73 78.7 million 79.4 million Capital Expenditures N/A $62 to $67 million Weighted Average Diluted Shares This guidance does not take into account any additional non-core items that may occur and excludes the impact of discrete items on the tax rate.

Appendix

15 Projected 2017 Real Estate Activity

16 Our Store Portfolio Net Sq Ft Growth 3% 3% 3% 1% 2% 0% 1% 1% # of Stores 1 Projection for the period ending February 3, 2018. 1

Non-GAAP Reconciliations

Cautionary Statement Regarding Non GAAP Financial Measures Non-GAAP Financial Measures This presentation contains references to adjusted net income, adjusted diluted earnings per share, and free cash flow which are non-GAAP measures. These measures should be considered supplemental to and not a substitute for financial information prepared in accordance with generally accepted accounting principles (GAAP). The Company provides non- GAAP measures when management believes they provide additional useful information to assist stockholders in understanding the Company’s financial results and assessing its prospects for future performance. Management believes adjusted net income and adjusted diluted earnings per share are important indicators of the Company's business performance because they exclude items that may not be indicative of, or are unrelated to, the Company's underlying operating results, and provide a better baseline for analyzing trends in the business. In addition, adjusted diluted earnings per share is used as a performance measure in the Company's executive compensation program for purposes of determining the number of equity awards that are ultimately earned. Management believes that free cash flow provides useful information regarding liquidity as it shows operating cash flow generation less cash reinvested back into the business (capital expenditures). Because 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. Please refer to slides 19 and 20 in this presentation for reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP. 18

19 Non-GAAP Reconciliations 2015 and 2016 Adjusted Net Income and Adjusted EPS

20 FY 2015 – FY 2016 Free Cash Flow Non-GAAP Reconciliations 52-weeks 52-weeks ($ in millions) Ended Ended January 30, January 28, 2016 2017 Cash flow from operations $230 $187 Less: Capital expenditures $115 $99 Free Cash Flow $114 $88