þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For The Fiscal Year Ended February 2, 2008 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio
|
31-0746639 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
810 DSW Drive,
Columbus, Ohio (Address of principal executive offices) |
43219
(Zip Code) |
Title of Each Class:
|
Name of Each Exchange on Which Registered:
|
|
Class A Common Shares, without par value
|
New York Stock Exchange |
Large accelerated
filer
o
|
Accelerated filer þ |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
2
our success in opening and operating new stores on a timely and
profitable basis;
maintaining good relationships with our vendors;
our ability to anticipate and respond to fashion trends;
fluctuation of our comparable store sales and quarterly
financial performance;
disruption of our distribution operations;
our dependence on Retail Ventures for key services;
impact of the disposition of a majority interest in Value City
by Retail Ventures on the allocation of expenses pursuant to the
shared services agreement with RVI;
failure to retain our key executives or attract qualified new
personnel;
our competitiveness with respect to style, price, brand
availability and customer service;
declining general economic conditions;
risks inherent to international trade with countries that are
major manufacturers of footwear;
our success in the development and launch of an
e-commerce
business;
liquidity risks related to our investments; and
security risks related to our electronic processing and
transmission of confidential customer information.
4
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ITEM 1.
BUSINESS.
5
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6
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Northeast
West
Central
Southeast
3
Arizona
5
Illinois
14
Alabama
2
1
California
25
Indiana
6
Florida
18
1
Colorado
6
Iowa
1
Georgia
9
8
Nevada
3
Kansas
2
Kentucky
2
11
Oregon
2
Michigan
12
Louisiana
1
1
Texas
28
Minnesota
8
North Carolina
4
8
Utah
2
Missouri
4
Tennessee
4
18
Washington
3
Nebraska
2
Virginia
12
14
Ohio
12
1
Oklahoma
2
Wisconsin
4
66
74
67
52
7
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Percent of
Net Sales
63
%
16
%
15
%
6
%
8
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9
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ITEM 1A.
RISK
FACTORS.
identify suitable markets and sites for new store locations;
negotiate favorable lease terms;
build-out or refurbish sites on a timely and effective basis;
obtain sufficient levels of inventory to meet the needs of new
stores;
obtain sufficient financing and capital resources or generate
sufficient cash flows from operations to fund growth;
open new stores at costs not significantly greater than those
anticipated;
successfully open new DSW stores in regions of the United States
in which we currently have few or no stores;
control the costs of other capital investments associated with
store openings;
hire, train and retain qualified managers and store
personnel; and
successfully integrate new stores into our existing
infrastructure, operations, management and distribution systems
or adapt such infrastructure, operations and systems to
accommodate our growth.
10
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11
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variations in local economic conditions, which could affect our
customers discretionary spending;
unanticipated fashion trends;
our success in developing and maintaining vendor relationships
that provide us access to in-season merchandise at attractive
prices;
our success in distributing merchandise to our stores in an
efficient manner; and
changes in weather patterns, which in turn affect consumer
preferences.
changes in our merchandising strategy;
timing and concentration of new DSW store openings and related
pre-opening and other
start-up
costs;
levels of pre-opening expenses associated with new DSW stores;
changes in our merchandise mix;
changes in and regional variations in demographic and population
characteristics;
timing of promotional events;
seasonal fluctuations due to weather conditions;
actions by our competitors; and
general U.S. economic conditions and, in particular, the
retail sales environment.
12
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14
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economic and political instability in countries where these
suppliers are located;
international hostilities or acts of war or terrorism affecting
the United States or foreign countries from which our
merchandise is sourced;
increases in shipping costs;
transportation delays and interruptions, including increased
inspections of import shipments by domestic authorities;
work stoppages;
adverse fluctuations in currency exchange rates;
U.S. laws affecting the importation of goods, including
duties, tariffs and quotas and other non-tariff barriers;
expropriation or nationalization;
changes in local government administration and governmental
policies;
changes in import duties or quotas;
compliance with trade and foreign tax laws; and
local business practices, including compliance with local laws
and with domestic and international labor standards.
15
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16
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the election of directors;
mergers or other business combinations; and
acquisitions or dispositions of assets.
17
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18
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19
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20
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ITEM 1B.
UNRESOLVED
STAFF COMMENTS.
ITEM 2.
PROPERTIES.
21
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ITEM 3.
LEGAL
PROCEEDINGS.
ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
22
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34
E-2
E-3
E-4
E-5
ITEM 5.
MARKET
FOR THE REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
High
Low
$
32.61
$
26.32
37.39
28.26
35.75
26.71
42.00
29.90
44.71
37.68
41.21
31.48
36.49
21.13
24.88
14.72
20.69
12.62
23
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Years Ended
Base Period
Company/Index
6/29/05
1/28 /06
2/3/07
2/2/08
$
100
$
111.37
$
167.04
$
76.92
100
114.30
123.40
120.65
100
104.76
119.41
98.25
24
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ITEM 6.
SELECTED
FINANCIAL DATA.
For the Fiscal Year Ended
2/02/08
2/03/07
1/28/06
1/29/05
1/31/04
(Dollars in thousands except net sales per average gross
square foot)
$
1,405,615
$
1,279,060
$
1,144,061
$
961,089
$
791,348
$
370,135
$
366,351
$
315,719
$
270,211
$
202,927
$
81,321
$
100,714
$
70,112
$
56,109
$
28,053
$
53,775
$
65,464
$
37,181
$
34,955
$
14,807
$
693,882
$
608,303
$
507,715
$
395,437
$
291,184
$
282,717
$
298,704
$
238,528
$
138,919
$
103,244
2.67
2.88
2.71
2.28
2.39
$
$
$
$
55,000
$
35,000
223
199
172
142
126
37
29
29
31
16
(1
)
(5
)
(2
)
(1
)
0
259
223
199
172
142
192
163
139
124
102
6,142,685
5,534,243
5,061,642
4,372,671
3,571,498
5,814,398
5,271,748
4,721,129
4,010,245
3,364,094
$
212
$
218
$
217
$
217
$
214
378
360
238
224
168
(0.8
)%
2.5
%
5.4
%
5.0
%
5.9
%
(1)
Fiscal 2006 was based on a 53 week year. All other fiscal
years are based on a 52 week year.
(2)
Includes net sales of leased departments.
(3)
Results for the fiscal year ended January 28, 2006 include
a $6.5 million pre-tax charge in operating profit, and a
$3.9 million after-tax charge to net income related to the
reserve for estimated losses associated with the theft of credit
card and other purchase information.
(4)
Working capital represents current assets less current
liabilities.
(5)
Current ratio represents current assets divided by current
liabilities.
(6)
Comprised of borrowings under the Value City revolving credit
facility during fiscal 2003 and 2004, which we are no longer
obligated under.
(7)
Number of DSW stores for each fiscal period presented prior to
fiscal 2005 includes two combination DSW/Filenes Basement
stores which were re-categorized as leased departments at the
beginning of fiscal 2005.
(8)
Comparable DSW stores and comparable leased departments are
those units that have been in operation for at least
14 months at the beginning of the fiscal year. Stores or
leased departments, as the case may be, are added
25
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to the comparable base at the beginning of the year and are
dropped for comparative purposes in the quarter that they are
closed.
(9)
DSW total square footage represents the total amount of square
footage for DSW stores only; it does not reflect square footage
of leased departments.
(10)
Average gross square footage represents the monthly average of
square feet for DSW stores only for each period presented and
consequently reflects the effect of opening stores in different
months throughout the period.
(11)
Net sales per average gross square foot is the result of
dividing net sales for DSW stores only for the period presented,
by average gross square footage calculated as described in
note 9 above.
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
26
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27
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28
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Revenue Recognition.
Revenues from merchandise
sales are recognized at the point of sale and are net of returns
and sales tax. Revenue from gift cards is deferred and the
revenue is recognized upon redemption of the gift cards. Our
policy is to recognize income from breakage of gift cards when
the likelihood of redemption of the gift card is remote. In the
fourth quarter of fiscal 2007, we determined that we had
accumulated enough historical data to recognize income from gift
card breakage. We recognized $0.3 million as miscellaneous
income from gift card breakage in fiscal 2007. Prior to the
fourth quarter of fiscal 2007, we had not recognized any income
from gift card breakage.
29
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Cost of Sales and Merchandise
Inventories.
Merchandise inventories are stated
at realizable value, determined using the
first-in,
first-out basis, or market, using the retail inventory method.
The retail inventory method is widely used in the retail
industry due to its practicality. Under the retail inventory
method, the valuation of inventories at cost and the resulting
gross profit are calculated by applying a calculated cost to
retail ratio to the retail value of inventories. The cost of the
inventory reflected on our consolidated balance sheet is
decreased by charges to cost of sales at the time the retail
value of the inventory is lowered through the use of markdowns.
Hence, earnings are negatively impacted as merchandise is marked
down prior to sale. Reserves to value inventory at realizable
value were $26.5 million and $21.2 million at the end
of fiscal 2007 and fiscal 2006, respectively.
Asset Impairment and Long-lived Assets.
We
must periodically evaluate the carrying amount of our long-lived
assets, primarily property and equipment, and finite life
intangible assets when events and circumstances warrant such a
review to ascertain if any assets have been impaired. The
carrying amount of a long-lived asset is considered impaired
when the carrying value of the asset exceeds the expected future
cash flows from the asset. Our reviews are conducted at the
lowest identifiable level, which includes a store. The
impairment loss recognized is the excess of the carrying amount
of the asset over its fair value, based on discounted cash flow.
Any impairment loss realized is included in cost of sales. The
amount of impairment losses recorded during fiscal years 2007,
2006, and 2005 were $2.1 million, $0.8 million, and
$0.2 million, respectively. We believe at this time that
the long-lived assets carrying amounts and useful lives
continue to be appropriate. To the extent these future
projections or our strategies change, the conclusion regarding
impairment may differ from our current estimates.
Self-insurance Reserves.
We record estimates
for certain health and welfare, workers compensation and
casualty insurance costs that are self-insured programs. Self
insurance reserves include actuarial estimates of both claims
filed, carried at their expected ultimate settlement value, and
claims incurred but not yet reported. Our liability represents
an estimate of the ultimate cost of claims incurred as of the
balance sheet date. Health and welfare estimates are calculated
utilizing claims development estimates based on historical
experience and other factors. Workers compensation and
general liability insurance estimates are calculated utilizing
claims development estimates based on historical experience and
other factors. We have purchased stop loss insurance to limit
our exposure to any significant exposure on a per person basis
for health and welfare and on a per claim basis for
workers compensation and casualty insurance. Although we
do not anticipate the amounts ultimately paid will differ
significantly from our estimates, self-insurance reserves could
be affected if future claim experience differs significantly
from the historical trends and the actuarial assumptions. For
example, for workers compensation and liability claims
estimates, a 1% increase or decrease to the assumptions for
claims costs and loss development factors would increase or
decrease our self-insurance accrual by less than
$0.1 million. The self-insurance reserves were
$1.4 million and $1.7 million at February 2, 2008
and February 3, 2007, respectively.
30
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Customer Loyalty Program.
We maintain a
customer loyalty program for our DSW stores in which program
members receive a discount on future purchases. During the third
quarter of fiscal 2006 we re-launched our loyalty program, which
included changing: the name from Reward Your Style
to DSW Rewards, the point threshold to receive a
certificate and the certificate amounts. Upon reaching the
target-earned threshold, our members receive certificates for
these discounts which must be redeemed within six months.
The changes were designed to improve customer awareness,
customer loyalty and our ability to communicate with our
customers. We accrue the anticipated redemptions of the discount
earned at the time of the initial purchase. To estimate these
costs, we are required to make assumptions related to customer
purchase levels and redemption rates based on historical
experience. The accrued liability as of February 2, 2008
and February 3, 2007 was $6.4 million and
$5.0 million, respectively.
Investments.
Investments, which include demand
notes and auction rate securities, are classified as
available-for-sale securities. These demand notes and auction
rate securities are recorded at cost, which approximates fair
value due to their variable interest rates, which typically
reset every 3 to 189 days. All income generated from these
investments is recorded as interest income.
Income Taxes.
We are required to determine the
aggregate amount of income tax expense to accrue and the amount
which will be currently payable based upon tax statutes of each
jurisdiction we do business in. In making these estimates, we
adjust income based on a determination of generally accepted
accounting principles for items that are treated differently by
the applicable taxing authorities. Deferred tax assets and
liabilities, as a result of these differences, are reflected on
our balance sheet for temporary differences that will reverse in
subsequent years. A valuation allowance is established against
deferred tax assets when it is more likely than not that some or
all of the deferred tax assets will not be realized. If our
management had made these determinations on a different basis,
our tax expense, assets and liabilities could be different. In
fiscal 2007, we established a valuation allowance of
$0.6 million as we determined it is more likely than not
that certain state deferred tax assets will not be realized.
31
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For the Fiscal Year Ended
February 2,
February 3,
January 28,
2008
2007
2006
(52 Weeks)
(53 Weeks)
(52 Weeks)
100.0
%
100.0
%
100.0
%
(73.7
)
(71.4
)
(72.4
)
26.3
28.6
27.6
(20.5
)
(20.7
)
(21.5
)
5.8
7.9
6.1
0.4
0.5
(0.6
)
6.2
8.4
5.5
(2.4
)
(3.3
)
(2.3
)
3.8
%
5.1
%
3.2
%
February 2,
February 3,
2008
2007
$1.23 billion
$1.15 billion
$0.18 billion
$0.13 billion
$1.41 billion
$1.28 billion
February 2,
February 3,
2008
2007
28.0
%
29.9
%
14.7
%
17.3
%
26.3
%
28.6
%
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February 3,
January 28,
2007
2006
$1.15 billion
$1.02 billion
$0.13 billion
$0.12 billion
$1.28 billion
$1.14 billion
33
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February 3,
January 28,
2007
2006
29.9
%
29.1
%
17.3
%
14.6
%
28.6
%
27.6
%
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35
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Payments due by Period
No
Less Than
1 - 3
3 - 5
More Than
Expiration
Total
1 Year
Years
Years
5 Years
Date
$
1,010,271
$
121,337
$
245,558
$
214,350
$
429,026
$
5,835
5,835
16,042
3,367
6,540
6,135
3,941
3,941
$
1,036,089
$
130,539
$
252,098
$
220,485
$
432,967
$
(1)
Many of our operating leases require us to pay for common area
maintenance costs and real estate taxes. These costs and taxes
vary year by year and are based almost entirely on actual costs
incurred and taxes paid by the landlord. As such, they are not
included in the lease obligations presented above.
(2)
Construction commitments include capital items to be purchased
for projects that were under construction, or for which a lease
had been signed, as of February 2, 2008.
(3)
Many of our purchase obligations are cancelable by us without
payment or penalty, and we have excluded such obligations, along
with all associate employment and intercompany obligations.
(4)
The amount of FIN 48 obligations as of February 2,
2008 is $3.9 million, including approximately
$0.9 million of accrued interest and penalties. Uncertain
tax benefits are positions taken or expected to be taken on an
income tax return that may result in additional payments to tax
authorities. The balance of the uncertain tax
36
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benefits are included in the More than 5 Years
column as we are not able to reasonably estimate the timing of
the potential future payments.
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
37
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ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
ITEM 9A.
CONTROLS
AND PROCEDURES.
ITEM 9B.
OTHER
INFORMATION.
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
38
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ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
Number of Securities
Number of Securities
Remaining Available
to be Issued
Weighted-Average
for Issuance Under
Upon Exercise of
Exercise Price of
Equity Compensation Plans
Outstanding Options,
Outstanding Options,
(Excluding Securities
Warrants and Rights
Warrants and Rights
Reflected in Column
(a)
(b)
(a))(c)
1,708,991
(2)
$
28.65
2,832,000
N/A
N/A
N/A
1,708,991
$
28.65
2,832,000
(1)
DSW Inc. 2005 Equity Incentive Plan.
(2)
Includes 1,519,955 shares issuable pursuant to the exercise
of outstanding stock options, 151,100 shares issuable
pursuant to restricted stock units, and 37,936 shares
issuable pursuant to director stock units. Since the restricted
stock units and director stock units have no exercise price,
they are not included in the weighted average exercise price
calculation in column (b).
39
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
ITEM 15.
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
Page in
Form 10-K
F-1
F-3
F-4
F-5
F-6
F-7
S-1
40
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By:
Executive Vice President and Chief Financial Officer
41
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Director
April 17, 2008
Director
April 17, 2008
Director
April 17, 2008
*By:
(Attorney-in-fact)
42
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F-1
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
February 2,
February 3,
January 28,
2008
2007
2006
(In thousands, except per share amounts)
$
1,405,615
$
1,279,060
$
1,144,061
(1,035,480
)
(912,709
)
(828,342
)
370,135
366,351
315,719
(288,814
)
(265,637
)
(245,607
)
81,321
100,714
70,112
(1,178
)
(614
)
(2,302
)
(6,591
)
(1,178
)
(614
)
(8,893
)
7,148
7,527
1,388
5,970
6,913
(7,505
)
87,291
107,627
62,607
(33,516
)
(42,163
)
(25,426
)
$
53,775
$
65,464
$
37,181
$
1.22
$
1.49
$
1.00
$
1.21
$
1.48
$
1.00
43,953
43,914
37,219
44,273
44,222
37,347
F-4
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Number of
Class A
Class B
Class A
Class B
Deferred
Common
Common
Common
Common
Retained
Compensation
Shares
Shares
Shares
Shares
Earnings
Expense
Total
(In thousands)
27,703
$
101,442
$
77,384
$
178,826
16,172
$
277,963
277,963
37,181
37,181
(101,442
)
(88,558
)
(190,000
)
2,686
$
(2,686
)
276
276
17
447
447
1
23
23
16,190
27,703
$
281,119
$
0
$
26,007
$
(2,410
)
$
304,716
65,464
65,464
(2,410
)
2,410
11
314
314
31
601
601
net of settlement of taxes
7
(126
)
(126
)
194
194
3,416
3,416
16,239
27,703
$
283,108
$
0
$
91,471
$
0
$
374,579
53,775
53,775
(131
)
(131
)
10
347
347
8
64
64
net of settlement of taxes
7
(60
)
(60
)
488
488
4,212
4,212
206
206
16,264
27,703
$
288,365
$
0
$
145,115
$
0
$
433,480
F-5
Table of Contents
February 2,
February 3,
January 28,
2008
2007
2006
(In thousands)
$
53,775
$
65,464
$
37,181
25,055
20,686
19,444
118
118
613
276
4,212
3,416
(5,605
)
2,372
2,084
230
790
691
2,081
832
234
347
314
447
3,117
3,841
(419
)
(6,059
)
(4,196
)
(1,797
)
(24,300
)
(21,039
)
(8,683
)
(2,426
)
(10,725
)
(5,815
)
23,676
16,132
8,888
13,207
(9,819
)
9,916
17,337
14,002
7,491
10,781
70,860
88,168
109,257
(98,950
)
(41,882
)
(25,344
)
(209,855
)
(188,250
)
226,000
89,600
(21
)
10
15
91
(82,816
)
(140,517
)
(25,253
)
277,963
(190,000
)
(55,000
)
(570
)
64
601
23
488
194
552
795
32,416
(11,404
)
(51,554
)
116,420
73,205
124,759
8,339
$
61,801
$
73,205
$
124,759
F-6
Table of Contents
1.
SIGNIFICANT
ACCOUNTING POLICIES
F-7
Table of Contents
F-8
Table of Contents
February 2,
February 3,
2008
2007
(Dollars in thousands)
$
21
$
$
12,750
$
12,750
(8,287
)
(7,437
)
$
4,463
$
5,313
15 years
15 years
$
140
$
140
(102
)
(98
)
$
38
$
42
14 years
14 years
$
4,522
$
5,355
F-9
Table of Contents
(In thousands)
$
854
$
854
$
854
$
854
$
854
$
854
F-10
Table of Contents
F-11
Table of Contents
2.
OWNERSHIP
F-12
Table of Contents
3.
RELATED
PARTY TRANSACTIONS
4.
STOCK
BASED COMPENSATION
F-13
Table of Contents
F-14
Table of Contents
January 28,
2006
(In thousands, except
per share amounts)
$
37,181
167
(1,212
)
$
36,136
$
1.00
$
1.00
$
0.97
$
0.97
February 2,
February 3,
January 28,
2008
2007
2006
4.5%
4.6%
4.1%
39.4%
39.9%
42.3%
5.0 years
4.8 years
5.0 years
0.0%
0.0%
0.0%
F-15
Table of Contents
Year Ended
February 2, 2008
Shares
WAEP
1,084
$
22.14
527
$
41.67
(13
)
$
20.04
(78
)
$
27.46
1,520
$
28.65
379
$
20.90
Weighted
Average
Aggregate
Remaining
Intrinsic
Shares
WAEP
GDFV
Contract Life
Value
1,520
$
28.65
$
12.12
8 years
$
683
1,435
$
30.34
$
12.06
8 years
$
655
379
$
20.90
$
9.00
8 years
$
297
2,832
F-16
Table of Contents
Year Ended
Year Ended
February 2, 2008
February 3, 2007
Units
GDFV
Units
GDFV
135
$
22.03
131
$
20.46
29
$
28.69
23
$
30.91
(10
)
$
24.85
(10
)
$
24.85
(3
)
$
27.96
(9
)
$
19.00
151
$
23.92
135
$
22.03
5.
LEASES
F-17
Table of Contents
Operating Leases
Unrelated
Related
Total
Party
Party
(In thousands)
$
121,337
$
109,081
$
12,256
125,070
112,767
12,303
120,488
108,235
12,253
112,610
100,261
12,349
101,740
89,127
12,613
429,026
346,044
82,982
$
1,010,271
$
865,515
$
144,756
February 2,
February 3,
January 28,
2008
2007
2006
(In thousands)
$
93,839
$
82,677
$
73,189
10,561
8,796
7,683
25,391
17,721
17,331
12,467
11,578
10,778
$
142,258
$
120,772
$
108,981
6.
INVESTMENTS
F-18
Table of Contents
7.
LONG-TERM
OBLIGATIONS
February 2,
February 3,
2008
2007
(In thousands)
$
15,711
$
13,448
$
134,289
$
136,552
8.
EARNINGS
PER SHARE
Years Ended
February 2,
February 3,
January 28,
2008
2007
2006
(In thousands)
43,953
43,914
37,219
170
170
62
150
138
66
44,273
44,222
37,347
F-19
Table of Contents
9.
OTHER
BENEFIT PLANS
10.
COMMITMENTS
AND CONTINGENCIES
F-20
Table of Contents
11.
SEGMENT
REPORTING
DSW
Leased
Stores
Departments
Total
$
1,230,217
$
175,398
$
1,405,615
344,276
25,859
370,135
101,269
1,182
102,451
641,874
52,008
693,882
$
1,148,395
$
130,665
$
1,279,060
343,734
22,617
366,351
38,675
3,732
42,407
562,515
45,788
608,303
$
1,023,501
$
120,560
$
1,144,061
298,082
17,637
315,719
25,379
158
25,537
12.
INCOME
TAXES
Fiscal Year Ended
February 2,
February 3,
January 28,
2008
2007
2006
(In thousands)
$
30,259
$
32,750
$
18,891
6,528
7,041
4,451
36,787
39,791
23,342
(3,896
)
2,217
(1,110
)
625
155
3,194
(3,271
)
2,372
2,084
$
33,516
$
42,163
$
25,426
F-21
Table of Contents
Fiscal Year Ended
February 2,
February 3,
January 28,
2008
2007
2006
(In thousands)
$
30,552
$
37,670
$
21,912
3,788
4,988
2,800
1,574
(824
)
(495
)
(860
)
$
33,516
$
42,163
$
25,426
February 2,
February 3,
2008
2007
(In thousands)
$
3,321
$
3,259
1,645
1,360
1,125
1,262
(553
)
11,846
10,137
874
830
3,356
3,125
44
1,227
2,211
987
2,147
3,029
1,620
29,045
23,807
(4,399
)
(3,608
)
(956
)
(1,277
)
(249
)
(955
)
(5,604
)
(5,840
)
$
23,441
$
17,967
February 2,
February 3,
2008
2007
(In thousands)
$
20,302
$
18,046
3,139
(79
)
$
23,441
$
17,967
F-22
Table of Contents
Unrecognized Tax
Benefits
$
2,004
(1,123
)
2,147
$
3,028
F-23
Table of Contents
13.
QUARTERLY
FINANCIAL DATA (UNAUDITED)
Thirteen Weeks Ended
May 5,
August 4,
November 3,
February 2,
2007
2007
2007
2008
(In thousands except per share data)
$
356,997
$
348,718
$
367,380
$
332,520
(247,741
)
(267,368
)
(260,720
)
(259,651
)
109,256
81,350
106,660
72,869
(72,038
)
(73,024
)
(71,855
)
(71,897
)
37,218
8,326
34,805
972
(138
)
(143
)
(140
)
(757
)
(138
)
(143
)
(140
)
(757
)
1,857
2,091
1,673
1,527
1,719
1,948
1,533
770
38,937
10,274
36,338
1,742
$
(15,193
)
$
(3,753
)
$
(13,906
)
$
(664
)
$
23,744
$
6,521
$
22,432
$
1,078
$
0.54
$
0.15
$
0.51
$
0.02
$
0.54
$
0.15
$
0.51
$
0.02
Fourteen
Thirteen Weeks Ended
Weeks Ended
April 29,
July 29,
October 28,
February 3,
2006
2006
2006
2007
(In thousands except per share data)
$
316,487
$
301,302
$
332,219
$
329,052
(223,200
)
(216,200
)
(233,544
)
(239,765
)
93,287
85,102
98,675
$
89,287
(65,398
)
(62,005
)
(73,451
)
(64,783
)
27,889
23,097
25,224
$
24,504
(140
)
(142
)
(145
)
(187
)
(140
)
(142
)
(145
)
(187
)
1,464
2,117
1,708
2,238
1,324
1,975
1,563
2,051
29,213
25,072
26,787
26,555
(11,694
)
(9,731
)
(10,786
)
(9,952
)
$
17,519
$
15,341
$
16,001
$
16,603
$
0.40
$
0.35
$
0.36
$
0.38
$
0.40
$
0.35
$
0.36
$
0.37
F-24
Table of Contents
(1)
The earnings per share calculations for each quarter are based
upon the applicable weighted average shares outstanding for each
period and may not necessarily be equal to the full year share
amount.
14.
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
February 2,
February 3,
January 28,
2008
2007
2006
(In thousands)
$
46
$
1,985
$
6,591
$
34,958
$
40,133
$
14,649
$
3,496
$
433
$
193
$
190,000
F-25
Table of Contents
DSW INC.
SCHEDULE II-VALUATION
AND QUALIFYING ACCOUNTS
Column B
Column C
Column D
Column E
Balance at
Charge to
Charges to
Balance at
Beginning of
Costs and
Other
End of
Period
Expenses
Accounts
Deductions
Period
(Dollars in thousands)
$
14,202
$
5,548
$
533
$
19,217
19,217
3,361
1,341
21,237
21,237
16,172
10,942
26,467
1,472
1,394
1,294
1,572
1,572
1,500
721
2,351
2,351
1,185
2,137
1,399
S-1
Table of Contents
Exhibit
3
.1
Amended Articles of Incorporation of the registrant.***
3
.2
Amended and Restated Code of Regulations of the registrant.***
4
.1
Specimen Class A Common Shares certificate. Incorporated by
reference to Exhibit 4.1 to DSWs
Form S-1
(Registration
No. 333-134227)
filed on May 17, 2006 and amended on June 23, 2006,
July 17, 2006, August 2, 2006 and August 7, 2006.
4
.2
Second Amended and Restated Registration Rights Agreement, dated
as of July 5, 2005, by and among Retail Ventures, Inc.,
Cerberus Partners, L.P., Schottenstein Stores Corporation and
Back Bay Funding LLC. Incorporated by reference to
Exhibit 4.2 to Retail Ventures
Form 8-K
(file
no. 1-10767)
filed July 11, 2005.
4
.3
Exchange Agreement, dated July 5, 2005, by and between
Retail Ventures, Inc. and DSW Inc. Incorporated by reference to
Exhibit 10.4 to Retail Ventures
Form 8-K
(file
no. 1-10767)
filed July 11, 2005.
4
.4
Amended Common Stock Purchase Warrant issued by Retail Ventures,
Inc. to Cerberus Partners, L.P. Incorporated by reference to
Exhibit 4.1 to Retail Ventures
Form 8-K
(file
no. 1-10767)
filed October 19, 2005.
4
.5
Amended Common Stock Purchase Warrant issued by Retail Ventures,
Inc. to Schottenstein Stores Corporation. Incorporated by
reference to Exhibit 4.2 to Retail Ventures
Form 8-K
(file
no. 1-10767)
filed October 19, 2005.
4
.6
Form of Term Loan Warrant issued by Retail Ventures, Inc. to
Millennium Partners, L.P. Incorporated by reference to
Exhibit 4.1 to Retail Ventures
Form 10-Q
(file
no. 1-10767)
filed December 8, 2005.
10
.1
Corporate Services Agreement, dated June 12, 2002, between
Retail Ventures and Schottenstein Stores Corporation.
Incorporated by reference to Exhibit 10.6 to Retail
Ventures
Form 10-Q
(file
no. 1-10767)
filed June 18, 2002.
10
.1.1
Amendment to Corporate Services Agreement, dated July 5,
2005, among Retail Ventures, Schottenstein Stores Corporation
and Schottenstein Management Company, together with Side Letter
Agreement, dated July 5, 2005, among Schottenstein Stores
Corporation, Retail Ventures, Inc., Schottenstein Management
Company and DSW Inc. related thereto. Incorporated by reference
to Exhibit 5 to Retail Ventures
Form 8-K
(file
no. 1-10767)
filed July 11, 2005.
10
.2
Employment Agreement, dated March 4, 2005, between Deborah
L. Ferrée and DSW Inc.**#
10
.2.1
First Amendment to Employment Agreement, dated December 31,
2007, between Deborah L. Ferrée and DSW Inc.*#
10
.3
Employment Agreement, dated June 1, 2005, between Peter Z.
Horvath and DSW Inc.**#
10
.3.1
First Amendment to Employment Agreement, dated December 31,
2007, between Peter Z. Horvath and DSW Inc.*#
10
.4
Employment Agreement, dated June 1, 2005, between Douglas
J. Probst and DSW Inc.**#
10
.4.1
First Amendment to Employment Agreement, dated December 31,
2007, between Douglas J. Probst and DSW Inc.*#
10
.5
Employment Agreement, dated December 1, 2005, between Kevin
Lonergan and DSW Inc. Incorporated by reference to
Exhibit 10.1 to the Companys
Form 8-K
filed January 24, 2006.#
10
.5.1
First Amendment to Employment Agreement, dated December 31,
2007, between Kevin Lonergan and DSW Inc.*#
10
.6
Employment Agreement, dated June 26, 2005, between Derek
Ungless and DSW Inc.***#
10
.6.1
First Amendment to Employment Agreement, dated December 31,
2007, between Derek Ungless and DSW Inc.*#
10
.7
Summary of Director Compensation. Incorporated by reference to
Exhibit 10.2 to DSWs
Form 10-Q
(file
no. 1-32545)
filed December 13, 2007.#
E-1
Table of Contents
Exhibit
10
.11
Loan and Security Agreement, between DSW Inc. and DSW Shoe
Warehouse, Inc., as the Borrowers, and National City Business
Credit, Inc., as Administrative Agent and Collateral Agent for
the Revolving Credit Lenders.***
10
.15
Lease, dated March 22, 2000, by and between East Fifth
Avenue, LLC, an affiliate of Schottenstein Stores Corporation,
as landlord, and Shonac, as tenant, re: warehouse facility and
corporate headquarters. Incorporated by reference to
Exhibit 10.60 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 28, 2000.
10
.16
Form of Common Stock Purchase Warrants (with respect to the
stock of Retail Ventures) issued to Cerberus Partners, L.P. and
Schottenstein Stores Corporation. Incorporated by reference to
Exhibit 10.5 to Retail Ventures
Form 10-Q
(file
no. 1-10767)
filed June 18, 2002.
10
.17
Form of Conversion Warrant to be issued by Retail Ventures to
Schottenstein Stores Corporation.**
10
.23
DSW Inc. 2005 Equity Incentive Plan.***#
10
.23.1
Form of Restricted Stock Units Award Agreement for Employees.**#
10
.23.2
Form of Stock Units for automatic grants to non-employee
directors.**#
10
.23.3
Form of Stock Units for conversion of non-employee
directors cash retainer.**#
10
.23.4
Form of Non-Employee Directors Cash Retainer Deferral
Election Form.**#
10
.23.5
Form of Nonqualified Stock Option Award Agreement for
Consultants.**#
10
.23.6
Form of Nonqualified Stock Option Award Agreement for
Employees.**#
10
.24
DSW Inc. 2005 Cash Incentive Compensation Plan.***#
10
.25
Master Separation Agreement, dated July 5, 2005, between
Retail Ventures, Inc. and DSW. Incorporated by reference to
Exhibit 10.1 to Retail Ventures
Form 8-K
(file
no. 1-10767)
filed July 11, 2005.
10
.26
Amended and Restated Shared Services Agreement, dated as of
October 29, 2006, between Retail Ventures, Inc. and DSW.
Incorporated by reference to Exhibit 10.7 to DSWs
Form 10-Q
(file
no. 1-32545)
filed December 6, 2006.
10
.27
Tax Separation Agreement, dated July 5, 2005, among Retail
Ventures, Inc. and its affiliates and DSW Inc. and its
affiliates. Incorporated by reference to Exhibit 10.3 to
Retail Ventures
Form 8-K
(file
no. 1-10767)
filed July 11, 2005.
10
.28
Supply Agreement, effective as of January 30, 2005, between
Filenes Basement and DSW. Incorporated by reference to
Exhibit 10.6 to Retail Ventures
Form 8-K
(file
no. 1-10767)
filed July 11, 2005.
10
.29
Lease, dated August 30, 2002, by and between Jubilee
Limited Partnership, an affiliate of Schottenstein Stores
Corporation, and Shonac Corporation, re: Troy, MI DSW store.
Incorporated by reference to Exhibit 10.44 to Retail
Ventures
Form 10-K
(file
no. 1-10767)
filed April 29, 2004.
10
.29.1
Assignment and Assumption Agreement, dated October 23,
2002, between Shonac Corporation, as assignor, and DSW Shoe
Warehouse, Inc., as assignee re: Troy, MI DSW store.
Incorporated by reference to Exhibit 10.29.1 to Retail
Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.30
Lease, dated October 8, 2003, by and between Jubilee
Limited Partnership, an affiliate of Schottenstein Stores
Corporation, and Shonac Corporation, re: Denton, TX DSW store.
Incorporated by reference to Exhibit 10.46 to Retail
Ventures
Form 10-K
(file
no. 1-10767)
filed April 29, 2004.
10
.30.1
Assignment and Assumption Agreement, dated December 18,
2003 between Shonac Corporation, as assignor, and DSW Shoe
Warehouse, Inc., as assignee re: Denton, TX DSW store.
Incorporated by reference to Exhibit 10.30.1 to Retail
Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.31
Lease, dated October 28, 2003, by and between JLP-RICHMOND
LLC, an affiliate of Schottenstein Stores Corporation, and
Shonac Corporation, re: Richmond, VA DSW store. Incorporated by
reference to Exhibit 10.47 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 29, 2004.
10
.31.1
Assignment and Assumption Agreement, dated December 18,
2003 between Shonac Corporation, as assignor, and DSW Shoe
Warehouse, Inc., as assignee re: Richmond, VA DSW store.
Incorporated by reference to Exhibit 10.31.1 to Retail
Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
Table of Contents
Exhibit
10
.32
Lease, dated May 2000, by and between Jubilee-Richmond LLC, an
affiliate of Schottenstein Stores Corporation, and DSW Shoe
Warehouse, Inc. (as assignee of Shonac Corporation), re: Glen
Allen, VA DSW store. Incorporated by reference to
Exhibit 10.49 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.33
Lease, dated February 28, 2001, by and between
Jubilee-Springdale, LLC, an affiliate of Schottenstein Stores
Corporation, and Shonac Corporation d/b/a DSW Shoe Warehouse,
re: Springdale, OH DSW store. Incorporated by reference to
Exhibit 10.50 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.33.1
Assignment and Assumption Agreement, dated May 11, 2001,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee re: Springdale, OH DSW store. Incorporated by
reference to Exhibit 10.50.1, to Retail Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.34
Agreement of Lease, dated 1997, between Shoppes of Beavercreek
Ltd., an affiliate of Schottenstein Stores Corporation, and
Shonac corporation (assignee of Schottenstein Stores Corporation
d/b/a Value City Furniture through Assignment of Tenants
Leasehold Interest and Amendment No. 1 to Agreement of
Lease, dated February 28, 2001), re: Beavercreek, OH DSW
store. Incorporated by reference to Exhibit 10.51 to Retail
Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.34.1
Assignment and Assumption Agreement, dated May 11, 2001,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee re: Beavercreek, OH DSW store. Incorporated by
reference to Exhibit 10.51.1 to Retail Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.35
Lease, dated February 28, 2001, by and between
JLP-Chesapeake, LLC, an affiliate of Schottenstein Stores
Corporation, and Shonac Corporation, re: Chesapeake, VA DSW
store. Incorporated by reference to Exhibit 10.52 to Retail
Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.35.1
Assignment and Assumption Agreement, dated May 11, 2001,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee re: Chesapeake, VA DSW store. Incorporated by
reference to Exhibit 10.52.1 to Retail Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.36
Ground Lease Agreement, dated April 30, 2002, by and
between Polaris Mall, LLC, a Delaware limited liability company,
and Schottenstein Stores Corporation-Polaris LLC, an affiliate
of Schottenstein Stores Corporation, as modified by Sublease
Agreement, dated April 30, 2002, by and between
Schottenstein Stores Corporation-Polaris LLC, as sublessor, and
DSW Shoe Warehouse, Inc., as sublessee (assignee of Shonac
Corporation), re: Columbus, OH (Polaris) DSW store. Incorporated
by reference to Exhibit 10.53 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.36.1
Assignment and Assumption Agreement, dated August 6, 2002,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: Columbus, OH (Polaris) DSW store.
Incorporated by reference to Exhibit 10.53.1 to Retail
Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.37
Lease, dated August 30, 2002, by and between JLP-Cary, LLC,
an affiliate of Schottenstein Stores Corporation, and Shonac
Corporation, re: Cary, NC DSW store. Incorporated by reference
to Exhibit 10.54 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.37.1
Assignment and Assumption Agreement, dated October 23,
2002, between Shonac Corporation, as assignor, and DSW Shoe
Warehouse, Inc., as assignee, re: Cary, NC DSW store.
Incorporated by reference to Exhibit 10.54.1 to Retail
Ventures
Form 10-K/A
(file
No. 1-10767)
filed May 12, 2005.
10
.38
Lease, dated August 30, 2002, by and between JLP-Madison,
LLC, an affiliate of Schottenstein Stores Corporation, and
Shonac Corporation, re: Madison, TN DSW store. Incorporated by
reference to Exhibit 10.55 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.38.1
Assignment and Assumption Agreement, dated October 23,
2002, between Shonac Corporation, as assignor, and DSW Shoe
Warehouse, Inc., as assignee, re: Madison, TN DSW store.
Incorporated by reference to Exhibit 10.55.1 to Retail
Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.39
Sublease, dated May 2000, by and between Schottenstein Stores
Corporation, as sublessor, and Shonac Corporation d/b/a DSW Shoe
Warehouse, Inc., as sublessee, re: Pittsburgh, PA DSW store.
Incorporated by reference to Exhibit 10.48 to Retail
Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
Table of Contents
Exhibit
10
.39.1
Assignment and Assumption Agreement, dated January 8, 2001,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc. as assignee, re: Pittsburgh, PA DSW store. Incorporated by
reference to Exhibit 10.48.1 to Retail Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.40
Lease, dated September 24, 2004, by and between K&S
Maple Hill Mall, L.P., an affiliate of Schottenstein Stores
Corporation, and Shonac Corporation, re: Kalamazoo, MI DSW
store. Incorporated by reference to Exhibit 10.58 to Retail
Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.40.1
Assignment and Assumption Agreement, dated February 28,
2005, between Shonac Corporation, as assignor, and DSW Shoe
Warehouse, Inc., as assignee, re: Kalamazoo, MI DSW store.
Incorporated by reference to Exhibit 10.58.1 to Retail
Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.41
Lease, dated November 2004, by and between KSK Scottsdale Mall,
L.P., an affiliate of Schottenstein Stores Corporation, and
Shonac Corporation, re: South Bend, IN DSW store. Incorporated
by reference to Exhibit 10.59 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.
10
.41.1
Assignment and Assumption Agreement, dated March 18, 2005,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: South Bend, IN DSW store. Incorporated by
reference to Exhibit 10.59.1 to Retail Ventures
Form 10-K/A
(file
no. 1-10767)
filed May 12, 2005.
10
.42
Sublease Agreement, dated June 12, 2000, by and between
Jubilee Limited Partnership, an affiliate of Schottenstein
Stores Corporation, and Shonac Corporation, re: Fairfax, VA DSW
store.**
10
.42.1
Assignment and Assumption Agreement, dated January 8, 2001,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: Fairfax, VA DSW store.**
10
.43
Lease, dated March 1, 1994, between Jubilee Limited
Partnership, an affiliate of Schottenstein Stores Corporation,
and Value City Department Stores, Inc., as modified by First
Lease Modification, dated November 1, 1994, re:
Merrilville, IN DSW store. Incorporated by reference to
Exhibit 10.44 to Retail Ventures
Form 10-K
(file
no. 1-10767)
filed April 14, 2005.**
10
.43.1
Assignment and Assumption Agreement, dated January 17,
2008, between Value City Department Stores LLC, as assignor, and
DSW Shoe Warehouse, Inc., as assignee, re: Merrillville, IN DSW
Store.*
10
.44
Form of Indemnification Agreement between DSW Inc. and its
officers and directors.**
10
.45
Agreement of Lease, dated April 7, 2006, by and between
JLP-Harvard Park, LLC, an affiliate of Schottenstein Stores
Corporation, and DSW Inc., re: Chagrin Highlands, Warrendale,
Ohio DSW store.***
10
.46
Agreement of Lease, dated June 30, 2006, between
JLPK Levittown NY LLC, an affiliate of Schottenstein
Stores Corporation and DSW Inc., re: Levittown, NY DSW store.
Incorporated by reference to Exhibit 10.1 to
Form 10-Q
(file
no. 1-32545)
filed December 6, 2006.
10
.47
Agreement of Lease, dated November 27, 2006, between
JLP Lynnhaven VA LLC, an affiliate of Schottenstein
Stores Corporation and DSW Inc., re: Lynnhaven, Virginia DSW
store. Incorporated by reference to Exhibit 10.2 to
Form 10-Q
(file
no. 1-32545)
filed December 6, 2006.
10
.48
Agreement of Lease, dated November 30, 2006, between 4300
Venture 34910 LLC, an affiliate of Schottenstein Stores
Corporation, and DSW Inc., re: Home office. Incorporated by
reference to Exhibit 10.3 to
Form 10-Q
(file
no. 1-32545)
filed December 6, 2006.
10
.48.1
Lease Amendment, dated October 1, 2007, between 4300
Ventures 34910 LLC, an affiliate of Schottenstein Stores
Corporation, and DSW Inc., re: Home office. Incorporated by
reference to Exhibit 10.2 to
Form 8-K
(file
no. 1-32545)
filed March 6, 2008.
10
.49
Agreement of Lease, dated November 30, 2006, between 4300
East Fifth Avenue LLC, an affiliate of Schottenstein Stores
Corporation, and DSW Inc., re: Trailer Parking spaces for home
office. Incorporated by reference to Exhibit 10.4 to
Form 10-Q
(file
no. 1-32545)
filed December 6, 2006.
10
.49.1
Lease Amendment, dated October 1, 2007, between 4300 East
Fifth Avenue LLC, an affiliate of Schottenstein Stores
Corporation, and DSW Inc., re: Trailer Parking spaces for home
office. Incorporated by reference to Exhibit 10.3 to
Form 8-K
(file
no. 1-32545)
filed March 6, 2008.
10
.50
Lease Amendment, dated November 30, 2006 between 4300
Venture 6729 LLC, an affiliate of Schottenstein Stores
Corporation, and DSW Inc., re: warehouse and corporate
headquarters. Incorporated by reference to Exhibit 10.5 to
Form 10-Q
(file
no. 1-32545)
filed December 6, 2006.
Table of Contents
Exhibit
10
.50.1
Second Lease Amendment, dated October 1, 2007 between 4300
Venture 6729 LLC, an affiliate of Schottenstein Stores
Corporation, and DSW Inc., re: warehouse and corporate
headquarters. Incorporated by reference to Exhibit 10.4 to
Form 8-K
(file
no. 1-32545)
filed March 6, 2008.
10
.51
IT Transfer and Assignment Agreement dated October 29,
2006. Incorporated by reference to Exhibit 10.6 to
Form 10-Q
(file
no. 1-32545)
filed December 6, 2006.
10
.52
Amended and Restated Supply Agreement dated May 30, 2006,
between DSW Inc. and Stein Mart, Inc. Incorporated by reference
to Exhibit 10.1 to DSWs
Form 8-K
(file
no. 1-32545)
filed June 5, 2006.
10
.53
Employment Agreement, dated July 13, 2006, between DSW Inc.
and Harris Mustafa. Incorporated by reference to
Exhibit 10.1 to DSWs
Form 8-K
(file
no. 1-32545)
filed July 13, 2006.
10
.53.1
First Amendment to Employment Agreement, dated December 31,
2007, between Harris Mustafa and DSW Inc.*#
10
.54
Agreement of Lease, dated December 15, 2006, between
American Signature, Inc., an affiliate of Schottenstein Stores
Corporation, and DSW Shoe Warehouse, Inc., re: Langhorne,
Pennsylvania DSW store. Incorporated by reference to
Exhibit 10.54 to
Form 10-K
(file
no. 1-32545)
filed April 5, 2007.
10
.55
Nonqualified Deferred Compensation Plan. Incorporated by
reference to Exhibit 10.1 to DSWs
Form 10-Q
(file
no. 1-32545)
filed December 13, 2007. #
10
.56
Agreement of Lease, dated October 1, 2007, between 4300
Venture 34910 LLC, an affiliate of Schottenstein Stores
Corporation and eTailDirect LLC re: new fulfillment center for
the business of ETD. Incorporated by reference to
Exhibit 10.1 to
Form 8-K
(file
no. 1-32545)
filed March 6, 2008.
10
.57
Occupancy Licensing Agreement, dated January 17, 2008,
between Value City Department Stores LLC, Retail Ventures
Services, Inc, and DSW Inc. re: 3241 Westerville Rd.*
10
.58
Guaranty by DSW Inc. to 4300 Venture 34910 LLC, an affiliate of
Schottenstein Stores Corporation re: Lease, dated
October 1, 2007 between 4300 Venture 34910 LLC, an
affiliate of Schottenstein Stores Corporation and eTailDirect
LLC re: new fulfillment center for the business of ETD.
Incorporated by reference to Exhibit 10.5 to
Form 8-K
(file
no. 1-32545)
filed March 6, 2008.
21
.1
List of Subsidiaries.*
23
.1
Consent of Independent Registered Public Accounting Firm.*
24
.1
Powers of Attorney.*
31
.1
Rule 13a-14(a)/15d-14(a)
Certification Principal Executive Officer.*
31
.2
Rule 13a-14(a)/15d-14(a)
Certification Principal Financial Officer.*
32
.1
Section 1350 Certification Principal Executive
Officer.*
32
.2
Section 1350 Certification Principal Financial
Officer.*
*
Filed herewith.
**
Previously filed as the same Exhibit Number to DSWs
Form S-1
(Registration Statement
No. 333-123289)
filed with the Securities and Exchange Commission on
March 14, 2005 and amended on May 9, 2005,
June 7, 2005, June 15, 2005 and June 29, 2005,
and incorporated herein by reference.
***
Previously filed as the same Exhibit Number to DSWs
Form 10-K
filed with the Securities and Exchange Commission on
April 13, 2006 and incorporated by reference.
#
Management contract or compensatory plan or arrangement.
/s/ Deborah L. Ferree
|
By: | /s/ Kathleen C. Maurer | |
|
|||
DEBORAH L. FERREE
|
Kathleen C. Maurer
|
||
Execution Date:
|
DSW Inc. | ||
|
Execution Date: |
/s/ Peter Z. Horvath
|
By: | /s/ Kathleen C. Maurer | |
|
|||
PETER Z. HORVATH
|
Kathleen C. Maurer | ||
Execution Date:
|
DSW Inc. | ||
|
Execution Date: |
|
||||||
/s/ Douglas J. Probst
|
By: |
/s/ Kathleen C. Maurer
|
||||
DOUGLAS J. PROBST
|
Kathleen C. Maurer | |||||
Execution Date:
|
DSW Inc. | |||||
|
Execution Date: |
|
||||||
/s/ Kevin M. Lonergan
|
By: |
/s/ Kathleen C. Maurer
|
||||
KEVIN M. LONERGAN
|
Kathleen C. Maurer | |||||
Execution Date:
|
DSW Inc. | |||||
|
Execution Date: |
/s/ Derek Ungless
|
By: | /s/ Kathleen C. Maurer | |
|
|||
DEREK UNGLESS
|
Kathleen C. Maurer | ||
Execution Date:
|
DSW Inc. | ||
|
Execution Date: |
1. | Assignment and Assumption : Commencing retroactively as of the Effective Date, Assignor hereby sells, assigns, and conveys to Assignee all of Assignors rights, title, and interest under the Lease. Assignee hereby accepts retroactively as of the Effective Date this assignment and agrees to perform all obligations for which the Tenant is responsible under the Lease. | ||
2. | Representations and Warranties : Assignor warrants that the Lease is in full force and effect, that neither Assignor nor Landlord is in breach thereof or in default thereunder, that the Lease has not been modified or amended, except as stated above, and that the Lease is valid and enforceable. Assignor further warrants that except as provided in the License, it has not previously assigned the Lease or sublet the Premises, that its interest in the Lease is unencumbered, and that Assignor has full power and authority to assign its interest under the Lease. | ||
3. | Indemnity : Assignee hereby agrees to indemnify and hold Assignor harmless from all liability, loss, damage, and expense incurred by Assignor as a result of any defaults by Assignee as tenant under the Lease which may have occurred or may occur at any time after the Effective Date of this Agreement. | ||
4. | Termination of License : The parties hereby agree that License shall terminate and be of no force and effect as of the Effective Date as the parties intend that that the terms of this Assignment of Lease agreement shall govern and control the rights and obligations of Assignor and Assignee hereunder commencing retroactively as of the Effective Date. | ||
5. | Counterparts : This Assignment of Lease may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one document. |
Signed and acknowledged
in the presence of: |
ASSIGNOR:
VALUE CITY DEPARTMENT STORES LLC, an Ohio limited partnership |
|||
BY: | /s/ James A. McGrady | |||
NAME: | James A. McGrady | |||
TITLE: | Vice President | |||
ASSIGNEE:
DSW SHOE WAREHOUSE, INC., a Missouri corporation |
||||
BY: | /s/ William L. Jordan | |||
NAME: | William L. Jordan | |||
TITLE: | Vice President and General Counsel | |||
LANDLORD:
JUBILIEE LIMITED PARTNERSHIP, an Ohio limited partnership |
||||
BY: | /s/ Benton E. Kraner | |||
NAME: | Benton E. Kraner | |||
TITLE: | Senior Vice President | |||
|
||||||
/s/ Harris Mustafa
|
By: |
/s/ Kathleen C. Maurer
|
||||
HARRIS MUSTAFA
|
Kathleen C. Maurer | |||||
Execution Date:
|
DSW Inc. | |||||
|
Execution Date: |
-2-
-3-
-4-
-5-
VALUE CITY DEPARTMENT STORES LLC,
an Ohio limited liability company |
||||
By: | /s/ James A. McGrady | |||
Printed Name: | James A. McGrady | |||
Its: Vice President | ||||
RETAIL VENTURE SERVICES, INC.,
an Ohio corporation |
||||
By: | /s/ James A. McGrady | |||
Printed Name: | James A. McGrady | |||
Its: Chief Financial Officer | ||||
DSW INC.,
an Ohio corporation |
||||
By: | /s/ William L. Jordan | |||
Printed Name: | William L. Jordan | |||
Its: Vice President and General Counsel | ||||
-6-
Ref. | State of | Parent | ||||||
No. | Name | Incorporation | Co. No. | |||||
1.
|
DSW Inc. 1 | Ohio | N/A | |||||
2.
|
DSW Shoe Warehouse, Inc. | Missouri | 1. | |||||
3.
|
Brand Card Services LLC | Ohio | 1. | |||||
4.
|
Brand Technology Services LLC | Ohio | 1. | |||||
5.
|
eTailDirect LLC | Delaware | 2. |
1 | Formally known as Shonac Corporation. Following the completion of its initial public offering on July 5, 2005, DSW Inc. is a controlled subsidiary of Retail Ventures, Inc. As of February 2, 2008, Retail Ventures, Inc. owns approximately 63.0% of DSWs outstanding common shares and approximately 93.2% of the combined voting power of such shares. |
Signature | Title | |
/s/ Jay L. Schottenstein
|
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
|
||
/s/ Douglas J. Probst
|
Executive Vice President and Chief Financial Officer,
(Principal Financial and Accounting Officer) |
|
|
||
/s/ Elaine Eisenman
|
Director | |
|
||
/s/ Carolee Friedlander
|
Director | |
|
||
/s/ Joanna T. Lau
|
Director | |
|
||
/s/ Roger Markfield
|
Director | |
|
||
/s/ Philip B. Miller
|
Director | |
|
||
/s/ James D. Robbins
|
Director | |
|
||
/s/ Harvey L. Sonnenberg
|
Director | |
|
||
/s/ Allan J. Tanenbaum
|
Director | |
|
||
/s/ Heywood Wilansky
|
Director | |
|
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: April 17 , 2008 | By: | /s/ Jay L. Schottenstein | ||
Jay L. Schottenstein, | ||||
Chairman and Chief Executive Officer |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: April 17, 2008 | By: | /s/ Douglas J. Probst | ||
Douglas J. Probst, Executive Vice President and Chief | ||||
Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Dated: April 17, 2008 | By: | /s/ Jay L. Schottenstein | ||
Jay L. Schottenstein, | ||||
Chairman and Chief Executive Officer | ||||
* | This Certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the Exchange Act) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing. | ||
A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Dated April 17, 2008 | By: | /s/ Douglas J. Probst | ||
Douglas J. Probst, Executive Vice President and Chief | ||||
Financial Officer | ||||
* | This Certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the Exchange Act) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing. | ||
A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. |