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): August 23, 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))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 23, 2017, Express, Inc. issued a press release providing information regarding earnings for the thirteen and twenty-six weeks endedJuly 29, 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 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: August 23, 2017	/s/ Periclis Pericleous
	Periclis Pericleous
	Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Investor Contact:

Mark Rupe

Express, Inc.

Vice President, Investor Relations

(614) 474-4465

Media Contact:

Robin Hoffman

Express, Inc.

Director, Communications

(614) 474-4834

EXPRESS, INC. REPORTS SECOND QUARTER 2017 RESULTS AT THE TOP END OF GUIDANCE;

INTRODUCES THIRD QUARTER GUIDANCE AND AFFIRMS FULL YEAR 2017 OUTLOOK

• Second quarter comparable sales decreased by 4%

• Second quarter loss of $0.15 per share, or income of $0.01 per share on an adjusted basis excluding costs related to the exit of Canada

• E-commerce sales increased 28%, accounting for 19% of net sales

• Omni-channel capabilities advance with "ship from store" now active in 150 stores

• Closed 40 retail stores, 19 of which were converted to outlets, and opened 4 new outlet stores, as part of continued focus on optimizing the store footprint

• Remain on track to deliver $20 million in cost savings in 2017

• Strong balance sheet maintained with $173 million in cash, up from $120 million last year, and no debt

• Affirms full year 2017 guidance for comparable sales and adjusted diluted earnings per share

Columbus, Ohio - August 23, 2017 - Express, Inc. (NYSE: EXPR), a specialty retail apparel company, announced its financial results for the second quarter of 2017. These results, which cover the thirteen weeks endedJuly 29, 2017, are compared to the thirteen weeks endedJuly 30, 2016.

David Kornberg, the Company’s president and chief executive officer, stated: “Comparable sales and earnings were at the top end of our guidance, as our key initiatives gained further traction. Our e-commerce performance was outstanding, increasing 28% over last year, and store comps showed further sequential improvement.”

Mr. Kornberg continued, "As we look ahead to the second half of the year, we are optimistic about our ability to drive further improved performance in a transforming retail industry. We expect the momentum of our initiatives to continue to build and contribute more meaningfully. Our marketing efforts are resulting in improved trends in engagement and we believe they will drive increased customer acquisition and retention. We expect e-commerce sales growth to remain solid and store performance to sequentially improve, driven in part by our expanded omni-channel capabilities. We remain focused on managing our costs and see clear opportunities to enhance the overall efficiency of our business. Our balance sheet remains strong with more than $170 million in cash and no debt, and we continue to expect to generate solid cash flow. Our confidence in our strategy and conviction in our long-term opportunity remains resolute and we are committed to driving shareholder value.” 

Second Quarter 2017 Operating Results:

• Net sales decreased5% to $478.5 million from $504.8 million in the second quarter of 2016.

• Comparable sales (including e-commerce sales) decreased 4%, compared to an 8% decrease in the second quarter of 2016.

• E-commerce sales increased 28% year over year to $90.0 million.

• Merchandise margin declined by 120 basis points, driven by the highly promotional environment and the impact of exiting Canada. Buying and occupancy as a percentage of net sales rose by 120 basis points. In combination, this resulted in a 240 basis point decline in gross margin, representing 27.5% of net sales compared to 29.9% in last year’s second quarter.

• Selling, general, and administrative (SG&A) expenses were $131.7 million versus $133.2 million in last year's second quarter. As a percentage of net sales, SG&A expenses increased by 110 basis points year over year to 27.5%.

• Restructuring costs of $16.3 million in the second quarter of 2017 represent costs incurred related to the exit of Canada.

• Operating loss was $15.9 million and includes a negative $17.6 million impact related to the exit of Canada, consisting of $16.3 million in restructuring costs and $1.3 million related to an inventory adjustment. This compares to operating income of $17.9 million in the second quarter of 2016.

• Income tax benefit was $4.3 million, at an effective tax rate of 26.5%, compared to income tax expense of $7.0 million, at an effective tax rate of 40.8% in last year's second quarter. The effective tax rate for the second quarter of 2017 includes an income tax benefit of $5.1 million related to the exit of Canada.

• Net loss was $11.8 million, or $0.15 per diluted share, and includes a net negative $0.16 per diluted share impact related to the exit of Canada. Adjusted earnings per share was $0.01. This compares to net income of $10.1 million, or $0.13 per diluted share, in the second quarter of 2016.

• Real estate activity for the second quarter of 2017 is presented in Schedule 5.

Second Quarter 2017 Balance Sheet Highlights:

• Cash and cash equivalents totaled $173.3 million versus $119.6 million at the end of the second quarter of 2016.

• Capital expenditures totaled $30.2 million for the twenty-six weeks ended July 29, 2017, compared to $50.4 million for the twenty-six weeks ended July 30, 2016.

• Inventory was $261.2 million compared to $256.6 million at the end of the prior year’s second quarter, a 2%increase driven primarily by support for e-commerce growth and retail-to-outlet conversions that occurred late in the second quarter.

2017 Guidance:

The table below compares the Company's projected results for the thirteen week period ended October 28, 2017 to the actual results for the thirteen week period ended October 29, 2016.

	Third Quarter 2017 Guidance	Third Quarter 2016 Actual Results
Comparable Sales	Negative low single digits	-8%
Effective Tax Rate	Approximately 40%	19.6%
Interest Expense, Net	$0.7 million	$0.6 million
Net Income	$5 to $8 million	$11.6 million
Diluted Earnings Per Share (EPS)	$0.06 to $0.10	$0.15
Weighted Average Diluted Shares Outstanding	78.9 million	78.6 million

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.

	Full Year 2017 Guidance	Full Year 2016 Actual Results
Comparable Sales	Negative low single digits	-9%
Effective Tax Rate	Approximately 41%	36.6%
Interest Expense, Net	$3 million	$13.5 million(3)
Net Income	$20 to $26 million(1)	$57.4 million(3)
Adjusted Net Income	$32 to $38 million(2)	$64.3 million(2)
Diluted EPS	$0.26 to $0.33(1)	$0.73(3)
Adjusted Diluted EPS	$0.41 to $0.48(2)	$0.81(2)
Weighted Average Diluted Shares Outstanding	79.0 million	79.0 million
Capital Expenditures	$60 to $65 million	$98.7 million

(1) Includes $23.9 million, or $11.5 million net of tax and $0.15 per share, related to the exit of Canada incurred during the twenty-six weeks ended July 29, 2017.

(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.

(3) Includes approximately $11.4 million, or $6.9 million net of tax and $0.08 per share, of non-core items related to an amendment to the Times Square Flagship store lease.

This guidance does not take into account any additional non-core items that may occur.

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

Conference Call Information:

A conference call to discuss second quarter 2017 results is scheduled for August 23, 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 August 23, 2017 until 11:59 p.m. ET on August 30, 2017 and can be accessed by dialing (844) 512-2921 and entering replay pin number 13668336.

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 600 retail and factory outlet stores, located primarily in high-traffic shopping malls, lifestyle centers, and street locations across the United States and Puerto Rico. Express merchandise is also available at franchise locations and online 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 third quarter and full year 2017, including statements regarding expected comparable sales, e-commerce sales, store performance, effective tax rates, interest expense, net income, adjusted net income, diluted earnings per share, adjusted 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 or other business disruption; (13) our dependence upon key executive management; (14) our ability to achieve our strategic objectives, including improving profitability through a balanced approach to growth, increasing brand awareness and elevating our customer experience, transforming and leveraging information technology systems, and investing in the growth and development of our people; (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 required by law.

Schedule 1

Express, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

	July 29, 2017			January 28, 2017			July 30, 2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	173,314		$	207,373		$	119,564
Receivables, net	14,948			15,787			15,527
Inventories	261,222			241,424			256,602
Prepaid minimum rent	30,187			31,626			31,576
Other	31,495			17,923			26,519
Total current assets	511,166			514,133			449,788
PROPERTY AND EQUIPMENT	1,029,902			1,029,176			991,377
Less: accumulated depreciation	(598,262		)	(577,890		)	(529,712		)
Property and equipment, net	431,640			451,286			461,665
TRADENAME/DOMAIN NAMES/TRADEMARKS	197,618			197,618			197,618
DEFERRED TAX ASSETS	7,797			7,926			21,510
OTHER ASSETS	13,100			14,226			11,965
Total assets	$	1,161,321		$	1,185,189		$	1,142,546
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	166,479		$	172,668		$	162,457
Deferred revenue	22,801			29,428			23,462
Accrued expenses	112,779			80,301			165,700
Total current liabilities	302,059			282,397			351,619
DEFERRED LEASE CREDITS	140,321			146,328			145,002
OTHER LONG-TERM LIABILITIES	89,885			120,777			49,621
Total liabilities	532,265			549,502			546,242
COMMITMENTS AND CONTINGENCIES
Total stockholders’ equity	629,056			635,687			596,304
Total liabilities and stockholders’ equity	$	1,161,321		$	1,185,189		$	1,142,546

Schedule 2

Express, Inc.

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	Thirteen Weeks Ended						Twenty-Six Weeks Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
NET SALES	$	478,536		$	504,767		$	945,565		$	1,007,676
COST OF GOODS SOLD, BUYING AND OCCUPANCY COSTS	347,066			353,848			687,097			689,009
Gross profit	131,470			150,919			258,468			318,667
OPERATING EXPENSES:
Selling, general, and administrative expenses	131,736			133,152			261,808			268,914
Restructuring costs	16,340			—			22,611
Other operating (income) expense, net	(724		)	(120		)	(323		)	45
Total operating expenses	147,352			133,032			284,096			268,959
OPERATING (LOSS)/INCOME	(15,882		)	17,887			(25,628		)	49,708
INTEREST EXPENSE, NET	696			547			1,493			12,278
OTHER EXPENSE (INCOME), NET	(525		)	196			(537		)	(494		)
(LOSS)/INCOME BEFORE INCOME TAXES	(16,053		)	17,144			(26,584		)	37,924
INCOME TAX (BENEFIT)/EXPENSE	(4,251		)	7,000			(10,251		)	14,898
NET (LOSS)/INCOME	$	(11,802	)	$	10,144		$	(16,333	)	$	23,026
EARNINGS PER SHARE:
Basic	$	(0.15	)	$	0.13		$	(0.21	)	$	0.29
Diluted	$	(0.15	)	$	0.13		$	(0.21	)	$	0.29
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	78,786			78,798			78,616			78,930
Diluted	78,786			78,945			78,616			79,429

Schedule 3

Express, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Twenty-Six Weeks Ended
	July 29, 2017			July 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income	$	(16,333	)	$	23,026
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation and amortization	45,258			36,365
Loss on disposal of property and equipment	1,256			875
Impairment charge	5,479			829
Amortization of lease financing obligation discount	—			11,354
Loss on deconsolidation of Canada	10,672			—
Share-based compensation	7,460			7,580
Deferred taxes	1,168			(283		)
Landlord allowance amortization	(6,537		)	(5,211		)
Other non-cash adjustments	(500		)	—
Changes in operating assets and liabilities:
Receivables, net	415			6,635
Inventories	(23,905		)	(1,011		)
Accounts payable, deferred revenue, and accrued expenses	(5,178		)	(37,350		)
Other assets and liabilities	(9,054		)	3,340
Net cash provided by operating activities	10,201			46,149
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(30,154		)	(50,355		)
Decrease in cash and cash equivalents resulting from deconsolidation of Canada	(9,232		)	—
Purchase of intangible assets	—			(21		)
Investment in equity interests	—			(10,133		)
Net cash used in investing activities	(39,386		)	(60,509		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on lease financing obligations	(835		)	(785		)
Repayments of financing arrangements	(2,040		)	—
Proceeds from exercise of stock options	—			2,703
Repurchase of common stock under share repurchase program	—			(51,538		)
Repurchase of common stock for tax withholding obligations	(1,562		)	(4,403		)
Net cash used in financing activities	(4,437		)	(54,023		)
EFFECT OF EXCHANGE RATE ON CASH	(437		)	1,044
NET DECREASE IN CASH AND CASH EQUIVALENTS	(34,059		)	(67,339		)
CASH AND CASH EQUIVALENTS, Beginning of period	207,373			186,903
CASH AND CASH EQUIVALENTS, End of period	$	173,314		$	119,564

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 operating income, 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 operating income, 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 operating income is used as a performance measure in the Company's seasonal cash incentive compensation program and 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 operating income, reported net income, or 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 July 29, 2017
(in thousands, except per share amounts)	Operating Loss			Net Loss			Diluted Earnings per Share			Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	(15,882	)	$	(11,802	)	$	(0.15	)	78,786
Impact of Canadian Exit (a)	17,622			17,622			0.22
Income Tax Benefit - Canadian Exit	—			(5,074		)	(0.06		)
Adjusted Non-GAAP Measure	$	1,740		$	746		$	0.01		78,810	(b)

(a) Includes $16.3 million in restructuring costs and an additional $1.3 million in inventory adjustments related to the Canadian exit.

(b) Weighted average diluted shares outstanding for purpose of calculating adjusted diluted earnings per share includes the dilutive effect of share-based awards as determined under the treasury stock method

	Twenty-Six Weeks Ended July 29, 2017
(in thousands, except per share amounts)	Operating Loss			Net Loss			Diluted Earnings per Share			Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	(25,628	)	$	(16,333	)	$	(0.21	)	78,616
Impact of Canadian Exit (a)	23,893			23,893			0.30
Income Tax Benefit - Canadian Exit	—			(12,371		)	(0.16		)
	$	(1,735	)	$	(4,811	)	$	(0.06	)

(a) Includes $22.6 million in restructuring costs and an additional $1.3 million in inventory adjustments related to the Canadian exit.

Schedule 4 (Continued)

Supplemental Information - Consolidated Statements of Income

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

	Twenty-Six Weeks Ended July 30, 2016
(in thousands, except per share amounts)	Net Income			Diluted Earnings per Share			Weighted Average Diluted Shares Outstanding
Reported GAAP Measure	$	23,026		$	0.29		79,429
Interest Expense (a)	11,354			0.14
Income Tax Benefit (b)	(4,428		)	(0.06		)
Adjusted Non-GAAP Measure	$	29,952		$	0.38

(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 twenty-six weeks ended July 30, 2016.

	Fifty-Three Weeks Ended February 3, 2018
(in thousands, except per share amounts)	Projected Net Income			Projected Diluted Earnings per Share			Projected Weighted Average Diluted Shares Outstanding
Projected GAAP Measure*	$	23,500		$	0.30		78,973
Projected Impact of Canadian Exit	23,900			0.30
Projected Income Tax Benefit - Canadian Exit	(12,400		)	(0.16		)
Projected Adjusted Non-GAAP Measure*	$	35,000		$	0.44

* Represents mid-point of guidance range.

This guidance does not take into account any additional non-core items that may occur.

	Fifty-Two Weeks Ended January 28, 2017
(in thousands, except per share amounts)	Net Income			Diluted Earnings per Share			Weighted Average Diluted Shares Outstanding
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 fifty-two weeks ended January 28, 2017.

Schedule 5

Express, Inc.

Real Estate Activity

(Unaudited)

Second Quarter 2017 - Actual				July 29, 2017 - Actual
Company-Operated Stores	Opened	Closed	Conversion	Store Count	Gross Square Footage
United States - Retail Stores	—	(4)	(19)	503
United States - Outlet Stores	4	—	19	132
Canada	—	(17)	—	—
Total	4	(21)	—	635	5.4 million
Third Quarter 2017 - Projected				October 28, 2017 - Projected
Company-Operated Stores	Opened	Closed	Conversion	Store Count	Gross Square Footage
United States - Retail Stores	—	(2)	(2)	499
United States - Outlet Stores	7	—	2	141
Canada	—	—	—	—
Total	7	(2)	—	640	5.5 million
Full Year 2017 - Projected				February 3, 2018 - Projected
Company-Operated Stores	Opened	Closed	Conversion	Store Count	Gross Square Footage
United States - Retail Stores	—	(20)	(21)	494
United States - Outlet Stores	17	—	21	142
Canada	—	(17)	—	—
Total	17	(37)	—	636	5.4 million

EX-99.2

Q2 2017 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 third quarter and full year 2017, including statements regarding expected comparable sales, interest expense, effective tax rates, net income, adjusted net income, diluted earnings per share, adjusted diluted earnings per share, and capital expenditures, as well as statements regarding expectations for improving sales and margin performance, and cash flow generation, (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 or other business disruption; (13) our dependence upon key executive management; (14) our ability to achieve our strategic objectives, including improving profitability through a balanced approach to growth, increasing brand awareness and elevating our customer experience, transforming and leveraging information technology systems, and investing in the growth and development of our people; (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 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 3 ♦ 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 ♦ 635 company operated stores across the U.S. 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. 3. As of July 29, 2017.

4 Key Q2 Achievements ♦ Achieved top end of guidance for comparable sales and adjusted diluted EPS ♦ E-commerce sales growth was very strong, increasing 28% over last year and accounting for 19% of sales, up from 14% in the prior year period ♦ Sequential improvement in store comps as our initiatives gained further traction ♦ Completed relaunch of Express NEXT customer loyalty program, with significant year-over- year growth in sign-ups for NEXT and the Express NEXT credit card ♦ Successful “ship from store” omni-channel launch, validating our future ability to leverage store inventories to maximize sales, drive inventory productivity, and reduce markdowns ♦ Closed 40 retail stores, 19 of which were converted to outlets, and opened 4 new outlet stores, as part of continued focus on store footprint optimization ♦ Increased marketing effectiveness with new brand platform, including August denim campaign and increased customer touchpoints ♦ Remain on track to deliver $20 million in cost savings in 2017 and a total of $44 to $54 million dollars over the 2016 to 2019 period

♦ 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 store,” and piloting “buy online, pick up in store” 4. Significant cost savings initiatives  Aggressively managing costs across all areas of the business  Taking a more conservative approach to capital spending

Q2 2017 Results

8 Q2 2017 Financial Performance $ in millions Net Sales Diluted EPS*  Net sales -5%  Comparable sales -4%  E-commerce sales +28% *Q2 2017 diluted EPS is adjusted to exclude $0.16 per share impact related to the exit of Canada; Q2 2017 GAAP diluted EPS is ($0.15) • Comparable sales and adjusted diluted EPS at the top end of our guidance • E-commerce sales increased 28%, accounting for 19% of net sales vs. 14% last year • SG&A declined by 1%, despite increases in depreciation expense and other wage inflationary costs Key Highlights Note: Adjusted diluted EPS is a non-GAAP financial measure. Refer to pages 17-19 for information about non-GAAP financial measures and reconciliations of GAAP to non-GAAP financial measures.

9 Balance Sheet and Cash Flow $ in millions Cash Capital Expenditures  No debt outstanding  Untapped revolver of up to $250M • Healthy balance sheet with $173 million in cash and no debt • Conservative approach to capital spending going forward • 2017 guidance implies continued strong operating and free cash flow generation $ in millions Key Highlights

2017 Financial Guidance

♦ We expect our sales and margin performance to improve during the balance of the year  Traffic in the mall continues to be a headwind and we expect the retail environment to remain promotional ♦ Our key 2017 initiatives remain consistent with our long-term objectives and include:  Improving the fashion clarity in our stores through reduced choice counts  Improving the effectiveness of our marketing investment with a new brand platform  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 capabilities  Managing our overall cost structure and optimizing our store footprint 11 2017 Outlook

12 2017 Financial Guidance Guidance as of August 23, 2017 Q3 2017 FY 2017 Comparable Sales Negative low single digits Negative low single digits Interest Expense, Net $0.7 million $3 million Effective Tax Rate Approximately 40% Approximately 41% Net I come $5 to $8 million $20 to $26 million (1) Adjusted Net Income $32 to $38 million (2) Diluted EPS $0.06 to $0.10 $0.26 to $0.33 (1) Adjusted Diluted EPS $0.41 to $0.48 (2) 78.9 million 79.0 million Capital Expenditures N/A $60 to $65 million Weighted Average Diluted Shares 1. Includes $23.9 million, or $11.5 million net of tax and $0.15 per share, related to the exit of Canada incurred during the twenty-six weeks ended July 29, 2017. 2. Adjusted net income and adjusted diluted EPS are non-GAAP financial measures. Refer to pages 17-19 for information about non-GAAP financial measures and reconciliations of GAAP to non-GAAP financial measures. This guidance does not take into account any additional non-core items that may occur.

Appendix

14 Projected 2017 Real Estate Activity

591 609 625 632 641 653 656 636 41 81 104 142 591 609 625 632 600 572 552 494 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017E Total Stores Outlet Stores Retail Stores 15 Our Store Portfolio Net Sq Ft Growth 3% 3% 3% 1% 2% 0% 1% -4% # 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 and adjusted diluted earnings per share, 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. 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 pages 18- 19 in this presentation for reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP. 17

18 Non-GAAP Reconciliations Q2 2017 Adjusted Net Income and Adjusted EPS (a) Includes $16.3 million in restructuring costs and an additional $1.3 million in inventory adjustments related to the Canadian exit. (b) Weighted average diluted shares outstanding for purpose of calculating adjusted diluted earnings per share includes the dilutive effect of share-based awards as determined under the treasury stock method. Thirteen Weeks Ended July 29, 2017 (in thousan s, except per share amounts) Net Loss Diluted Earnings per Share Weighted Average Diluted Shares Outstanding Reported GAAP Measure $ (11,802 ) $ (0.15 ) 78,786 Impact of Canadian Exit (a) 17,622 0.22 Income Tax Benefit - Canadian Exit (5,074 ) (0.06 ) Adjusted Non-GAAP Measure $ 746 $ 0.01 78,810 (b)

19 Non-GAAP Reconciliations FY 2017 Adjusted Net Income and Adjusted EPS This guidance does not take into account any additional non-core items that may occur.