Express 2011 Annual Report Download - page 89

The annual activity for the Company’s Non-Qualified Plan and the year-end liability, which is included in other
long-term liabilities on the Consolidated Balance Sheets, was as follows:
January 28, 2012 January 29, 2011
(in thousands)
Balance, beginning of period .............. $14,240 $10,733
Contributions:
Employee ......................... 2,487 1,401
Company .......................... 2,379 1,397
Interest ............................... 1,239 960
Distributions ........................... (1,151) (211)
Forfeitures ............................. (24) (40)
Balance, end of period ................... $19,170 $14,240
15. Commitments and Contingencies
Express was named as a defendant in a purported class action lawsuit alleging various California state labor law
violations. The complaint was originally filed on February 18, 2009, and amended complaints were subsequently
filed. To avoid the expense and uncertainty of further litigation with respect to this matter, on March 31, 2011,
the Company entered into a settlement agreement to resolve all claims of the plaintiff and other similarly situated
class members that were asserted or could have been asserted based on the factual allegations in the final
amended complaint for the case. In September 2011, the court granted final approval of the settlement, and in
November 2011, the Company paid all amounts due under the settlement. The accrual was adjusted to the actual
payment amount in the Consolidated Balance Sheet as of October 29, 2011. The adjustment was not material to
the financial statements.
In a complaint filed on July 7, 2011 in the United States District Court for the Northern District of Illinois styled
as Eric Wynn, et al., v. Express, LLC, Express was named as a defendant in a purported nationwide collective
action alleging violations of the Fair Labor Standards Act and of applicable Illinois state wage and hour statutes
related to alleged off-the-clock work. The lawsuit seeks unspecified monetary damages and attorneys’ fees. In
March 2012, the court granted conditional collective action certification. Express is vigorously defending these
claims. At this time, Express is not able to predict the outcome of this lawsuit or the amount of any loss that may
arise from it.
The Company is subject to various other claims and contingencies arising out of the normal course of business.
Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to
have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.
16. Guarantor Subsidiaries
On March 5, 2010, Express, LLC and Express Finance (the “Subsidiary Issuers”), both 100% owned indirect
subsidiaries of the Company, issued the Senior Notes. The Company (“Guarantor”) and certain of the Company’s
indirect 100% owned subsidiaries (“Guarantor Subsidiaries”) have guaranteed, on a joint and several basis, the
Company’s obligations under the Senior Notes. The guarantees are not full and unconditional because Guarantor
Subsidiaries can be released and relieved of their obligations under certain customary circumstances contained in
the indenture governing the Senior Notes. These circumstances include the following, so long as other applicable
provisions of the indenture are adhered to: any sale or other disposition of all or substantially all of the assets of
any Guarantor Subsidiary, any sale or other disposition of capital stock of any Guarantor Subsidiary, or
designation of any restricted subsidiary that is a Guarantor Subsidiary as an unrestricted subsidiary.
The following consolidating schedules present the condensed financial information on a combined basis.
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