þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For The Fiscal Year Ended January 31, 2009 | ||
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 | Smaller reporting company o |
2
F-24
our success in opening and operating new stores on a timely and
profitable basis;
continuation of supply agreements and the financial condition of
our leased business partners;
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;
the realization of our bankruptcy claim related to Value City
Department Stores (Value City);
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;
the success of dsw.com;
liquidity and investment risks related to our investments;
4
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our ability to secure additional credit upon the termination of
our existing credit facility; and
liquidity risks at Retail Ventures and Filenes Basement
and their impact on DSW and the allocation of shared services
ITEM 1.
BUSINESS.
5
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6
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Northeast
West
Central
Southwest
Southeast
3
California
32
Illinois
15
Arizona
6
Alabama
2
1
Oregon
3
Indiana
7
Colorado
8
Florida
22
1
Washington
4
Iowa
1
Nevada
3
Georgia
14
9
Kansas
2
Texas
30
Kentucky
2
12
Michigan
14
Utah
3
Louisiana
2
1
Minnesota
8
North Carolina
6
10
Missouri
4
Tennessee
4
18
Nebraska
2
Virginia
13
15
Ohio
14
1
Oklahoma
2
Wisconsin
4
71
39
73
50
65
7
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Fiscal 2008
Fiscal 2007
Fiscal 2006
66
%
65
%
65
%
15
%
16
%
16
%
14
%
14
%
14
%
5
%
5
%
5
%
8
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9
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ITEM 1A.
RISK
FACTORS.
identify suitable markets and sites for new store locations with
financially stable co-tenants and landlords;
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;
10
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obtain sufficient financing and capital resources or generate
sufficient operating cash flows from operations to fund growth;
open new stores at costs not significantly greater than those
anticipated;
successfully open new DSW stores in markets 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.
11
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12
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variations in local economic conditions, which could affect our
customers discretionary spending and their price
sensitivity;
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.
challenging U.S. economic conditions and, in particular,
the retail sales environment.
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; and
actions by our competitors.
13
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14
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15
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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.
16
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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.
ITEM 3.
LEGAL
PROCEEDINGS.
21
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ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
ITEM 5.
MARKET
FOR THE REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
High
Low
$
44.71
$
37.68
41.21
31.48
36.49
21.13
24.88
14.72
20.69
11.46
15.50
10.10
16.32
9.17
13.21
7.30
11.21
8.56
22
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Indexed Returns Years Ended
Base Period
Company/Index
6/29/05
1/28/06
2/3/07
2/2/08
1/31/09
$
100
$
111.37
$
167.04
$
76.92
$
41.58
100
114.30
123.40
120.65
76.04
100
104.76
119.41
98.25
61.32
23
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ITEM 6.
SELECTED
FINANCIAL DATA.
For the Fiscal Year Ended
1/31/09
2/02/08
2/03/07
1/28/06
1/29/05
(Dollars in thousands, except per share and net sales per
average gross square foot)
$
1,462,944
$
1,405,615
$
1,279,060
$
1,144,061
$
961,089
$
379,099
$
370,135
$
366,351
$
315,719
$
270,211
$
42,813
$
81,321
$
100,714
$
70,112
$
56,109
$
26,902
$
53,775
$
65,464
$
37,181
$
34,955
$
0.61
$
1.21
$
1.48
$
1.00
$
1.26
$
721,197
$
693,882
$
608,303
$
507,715
$
395,437
$
295,721
$
282,717
$
298,704
$
238,528
$
138,919
2.87
2.67
2.88
2.71
2.28
$
$
$
$
$
55,000
259
223
199
172
142
41
37
29
29
31
(2
)
(1
)
(5
)
(2
)
(1
)
298
259
223
199
172
217
192
163
139
124
6,749,690
6,142,685
5,534,243
5,061,642
4,372,671
6,454,396
5,814,398
5,271,748
4,721,129
4,010,245
$
196
$
212
$
218
$
217
$
217
377
378
360
238
224
(5.9
)%
(0.8
)%
2.5
%
5.4
%
5.0
%
(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, 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 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.
24
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(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 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 10 above.
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
25
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26
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27
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Revenue Recognition.
Revenues from merchandise
sales are recognized upon customer receipt of merchandise, are
net of returns and sales tax and are not recognized until
collectability is reasonably assured. For dsw.com, we estimate a
time lag for shipments to record revenue when the customer
receives the goods. We believe a one day change in our estimate
would not materially impact our revenue. Net sales also include
revenue from shipping and handling while the related costs are
included in cost of sales.
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,
which are reductions in prices due to customers perception
of value. Hence, earnings are negatively impacted as merchandise
is marked down prior to sale.
28
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Investments.
Our investments in auction rate
securities are recorded at fair value under
SFAS No. 157,
Fair Value Measurements
using an
income approach valuation model that uses level 3 inputs
such as the financial condition of the issuers of the underlying
securities, expectations regarding the next successful auction,
risks in the auction rate securities market and other various
assumptions. Our other types of investments are valued using a
market based approach using level 2 inputs such as prices
of similar assets in active markets. We believe that changes in
our valuation model would not result in a material change to
earnings.
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 projected discounted
cash flows using a discount rate determined by management. Any
impairment loss realized is included in cost of sales. We
believe as of January 31, 2009 that the long-lived
assets carrying amounts and useful lives are appropriate.
We do not believe that there will be material changes in the
estimates or assumptions we use to calculate asset impairments.
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 future 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
approximately $0.1 million.
Customer Loyalty Program.
We maintain a
customer loyalty program for the DSW stores and dsw.com in which
program members earn reward certificates that result in
discounts on future purchases. Upon reaching the target-earned
threshold, the members receive reward certificates for these
discounts which must be redeemed within six months. 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.
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
29
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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.
For the Fiscal Year Ended
January 31,
February 2,
February 3,
2009
2008
2007
(52 Weeks)
(52 Weeks)
(53 Weeks)
100.0
%
100.0
%
100.0
%
(74.1
)
(73.7
)
(71.4
)
25.9
26.3
28.6
(23.0
)
(20.5
)
(20.7
)
2.9
5.8
7.9
0.2
0.4
0.5
(0.1
)
3.0
6.2
8.4
(1.2
)
(2.4
)
(3.3
)
1.8
%
3.8
%
5.1
%
30
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For the Year Ended
January 31, 2009
(In millions)
$
1,405.6
(74.6
)
131.9
$
1,462.9
January 31,
February 2,
2009
2008
(In millions)
$
1,298.9
$
1,230.2
164.0
175.4
$
1,462.9
$
1,405.6
For the Fiscal Year Ended
January 31,
February 2,
2009
2008
27.1
%
28.0
%
16.6
%
14.7
%
25.9
%
26.3
%
31
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For the Year Ended
February 2, 2008
(In millions)
$
1,279.1
(8.9
)
135.4
$
1,405.6
February 2,
February 3,
2008
2007
(In millions)
$
1,230.2
$
1,148.4
175.4
130.7
$
1,405.6
$
1,279.1
32
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For the Fiscal Year Ended
February 2,
February 3,
2008
2007
28.0
%
29.9
%
14.7
%
17.3
%
26.3
%
28.6
%
33
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34
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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
$
989,521
$
133,772
$
254,133
$
219,465
$
382,151
$
893
893
2,897
1,503
1,394
2,354
2,354
$
995,665
$
136,168
$
255,527
$
219,465
$
384,505
$
(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 January 31, 2009.
(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 January 31,
2009 is $2.4 million, including approximately
$1.1 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 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.
36
Table of Contents
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
ITEM 9A.
CONTROLS
AND PROCEDURES.
37
Table of Contents
ITEM 9B.
OTHER
INFORMATION.
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE
COMPENSATION
38
Table of Contents
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)
2,433,586
(2)
$
22.04
2,101,743
N/A
N/A
N/A
2,433,586
$
22.04
2,101,743
(1)
DSW Inc. 2005 Equity Incentive Plan.
(2)
Includes 2,124,735 shares issuable pursuant to the exercise
of outstanding stock options, 225,650 shares issuable
pursuant to restricted stock units, and 83,201 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).
ITEM 13.
CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
39
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ITEM 15.
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
Page in
Form 10-K
F-1
F-2
F-3
F-4
F-5
F-6
40
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By:
41
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Director
March 30, 2009
Director
March 30, 2009
Director
March 30, 2009
*By:
(Attorney-in-fact)
42
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F-1
Table of Contents
F-2
Table of Contents
January 31,
February 2,
February 3,
2009
2008
2007
(In thousands, except per share amounts)
$
1,462,944
$
1,405,615
$
1,279,060
(1,083,845
)
(1,035,480
)
(912,709
)
379,099
370,135
366,351
(336,286
)
(288,814
)
(265,637
)
42,813
81,321
100,714
(794
)
(1,178
)
(614
)
3,400
7,148
7,527
2,606
5,970
6,913
(1,134
)
44,285
87,291
107,627
(17,383
)
(33,516
)
(42,163
)
$
26,902
$
53,775
$
65,464
$
0.61
$
1.22
$
1.49
$
0.61
$
1.21
$
1.48
43,998
43,953
43,914
44,218
44,273
44,222
F-3
Table of Contents
Number of
Accumulated
Class A
Class B
Class A
Class B
Other
Deferred
Common
Common
Common
Common
Retained
Comprehensive
Compensation
Shares
Shares
Shares
Shares
Earnings
Income
Expense
Total
(In thousands)
16,190
27,703
$
281,119
$
0
$
26,007
$
0
$
(2,410
)
$
304,716
65,464
65,464
(2,410
)
2,410
11
314
314
31
601
601
7
(126
)
(126
)
194
194
3,416
3,416
16,239
27,703
$
283,108
$
0
$
91,471
$
0
$
0
$
374,579
53,775
53,775
(131
)
(131
)
10
347
347
8
64
64
7
(60
)
(60
)
488
488
4,212
4,212
206
206
16,264
27,703
$
288,365
$
0
$
145,115
$
0
$
0
$
433,480
26,902
26,902
(655
)
(655
)
26,247
45
606
606
1
17
17
6
(26
)
(26
)
787
787
(49
)
(49
)
4,522
4,522
16,316
27,703
$
294,222
$
0
$
172,017
$
(655
)
$
0
$
465,584
F-4
Table of Contents
January 31,
February 2,
February 3,
2009
2008
2007
(In thousands)
$
26,902
$
53,775
$
65,464
36,336
25,055
20,686
118
118
118
4,522
4,212
3,416
(889
)
(5,605
)
2,372
1,676
230
790
3,339
2,081
832
606
347
314
1,134
(4,066
)
3,117
3,841
3,693
(6,059
)
(4,196
)
18,029
(24,300
)
(21,039
)
(1,656
)
(2,426
)
(10,725
)
(15,112
)
16,132
8,888
6,371
(9,819
)
9,916
16,106
14,002
7,491
97,109
70,860
88,168
(82,191
)
(98,940
)
(41,867
)
(205,558
)
(209,855
)
(188,250
)
(2,000
)
183,604
226,000
89,600
2,000
(21
)
(104,145
)
(82,816
)
(140,517
)
17
64
601
488
194
17
552
795
(7,019
)
(11,404
)
(51,554
)
61,801
73,205
124,759
$
54,782
$
61,801
$
73,205
$
13,399
$
34,958
$
40,133
46
$
(1,240
)
$
3,496
$
433
$
787
F-5
Table of Contents
1.
SIGNIFICANT
ACCOUNTING POLICIES
F-6
Table of Contents
F-7
Table of Contents
January 31,
February 2,
2009
2008
(Dollars in thousands)
$
21
$
21
$
12,750
$
12,750
(9,138
)
(8,287
)
$
3,612
$
4,463
15 years
15 years
$
140
$
140
(105
)
(102
)
$
35
$
38
14 years
14 years
$
3,668
$
4,522
F-8
Table of Contents
(In thousands)
$
854
$
854
$
854
$
854
$
854
$
216
F-9
Table of Contents
F-10
Table of Contents
2.
OWNERSHIP
3.
RELATED
PARTY TRANSACTIONS
F-11
Table of Contents
F-12
Table of Contents
4.
STOCK
BASED COMPENSATION
F-13
Table of Contents
January 31,
February 2,
February 3,
2009
2008
2007
(In thousands, except per share amounts)
$
(4,522
)
$
(4,212
)
$
(3,416
)
$
(2,745
)
$
(2,595
)
$
(2,078
)
$
(0.06
)
$
(0.06
)
$
(0.05
)
$
(0.06
)
$
(0.06
)
$
(0.05
)
Year Ended
January 31,
February 2,
February 3,
2009
2008
2007
2.7%
4.5%
4.6%
48.5%
39.4%
39.9%
4.9 years
5.0 years
4.8 years
0.0%
0.0%
0.0%
Year Ended
January 31, 2009
Shares
WAEP
1,520
$
28.65
1,112
$
12.87
(1
)
$
12.92
(506
)
$
21.85
2,125
$
22.04
533
$
24.77
F-14
Table of Contents
Weighted
Weighted
Average
Average
Aggregate
Grant Date
Remaining
Intrinsic
Shares
WAEP
Fair Value
Contract Life
Value
2,125
$
22.04
$
9.47
8 years
$
124
2,007
$
22.10
$
9.49
8 years
$
115
533
$
24.77
$
10.56
7 years
$
0
2,102
Year Ended
Year Ended
Year Ended
January 31, 2009
February 2, 2008
February 3, 2007
Units
GDFV
Units
GDFV
Units
GDFV
151
$
23.92
135
$
22.03
131
$
20.46
158
$
12.61
29
$
28.69
23
$
30.91
(8
)
$
26.61
(10
)
$
24.85
(10
)
$
24.85
(75
)
$
19.08
(3
)
$
27.96
(9
)
$
19.00
226
$
17.51
151
$
23.92
135
$
22.03
F-15
Table of Contents
5.
LEASES
Operating Leases
Unrelated
Related
Total
Party
Party
(In thousands)
$
133,772
$
121,479
$
12,293
130,811
118,086
12,725
123,322
110,467
12,855
113,971
100,865
13,106
105,494
92,954
12,540
382,151
307,805
74,346
$
989,521
$
851,656
$
137,865
January 31,
February 2,
February 3,
2009
2008
2007
(In thousands)
$
104,516
$
93,839
$
82,677
10,824
10,561
8,796
28,261
25,391
17,721
11,967
12,467
11,578
$
155,568
$
142,258
$
120,772
6.
FAIR
VALUE MEASUREMENTS OF FINANCIAL ASSETS AND LIABILITIES
F-16
Table of Contents
Level 1 inputs are unadjusted quoted prices in active
markets for identical assets or liabilities that are publicly
accessible. Active markets have frequent transactions with
enough volume to provide ongoing pricing information.
Level 2 inputs are other than level 1 inputs that are
directly or indirectly observable. These can include unadjusted
quoted prices for similar assets or liabilities in active
markets, unadjusted quoted prices for identical assets or
liabilities in inactive markets, or other observable inputs.
Level 3 inputs are unobservable inputs.
Balance at
January 31,
2009
Level 1
Level 2
Level 3
(In thousands)
$
54,782
$
54,782
101,404
$
99,559
$
1,845
1,266
1,266
$
157,452
$
54,782
$
99,559
$
3,111
Short-Term
Long-Term
Investments, net
Investments, net
(In thousands)
$
70,005
$
12,500
(68,855
)
(7,600
)
2,500
(2,500
)
(1,150
)
(1,134
)
(655
)
$
1,845
$
1,266
F-17
Table of Contents
7.
INVESTMENTS
Short-Term Investments, net
Long-Term Investments, net
January 31,
February 2,
January 31,
February 2,
2009
2008
2009
2008
(In thousands)
$
64,829
1,000
16,580
$
44,505
2,000
14,000
3,650
25,500
$
2,400
$
12,500
(1,134
)
(655
)
$
101,404
$
70,005
$
1,266
$
12,500
F-18
Table of Contents
8.
LONG-TERM
OBLIGATIONS
January 31,
February 2,
2009
2008
(In thousands)
$
17,709
$
15,711
9.
EARNINGS
PER SHARE
Fiscal Years Ended
January 31,
February 2,
February 3,
2009
2008
2007
(In thousands)
43,998
43,953
43,914
170
170
220
150
138
44,218
44,273
44,222
F-19
Table of Contents
10.
OTHER
BENEFIT PLANS
11.
COMMITMENTS
AND CONTINGENCIES
12.
SEGMENT
REPORTING
Leased
Total
DSW
Departments
DSW Inc.
$
1,298,886
$
164,058
$
1,462,944
351,899
27,200
379,099
80,670
304
80,974
659,876
61,321
721,197
$
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
F-20
Table of Contents
Fiscal 2008
Fiscal 2007
Fiscal 2006
66
%
65
%
65
%
15
%
16
%
16
%
14
%
14
%
14
%
5
%
5
%
5
%
13.
INCOME
TAXES
Fiscal Year Ended
January 31,
February 2,
February 3,
2009
2008
2007
(In thousands)
$
16,178
$
30,259
$
32,750
2,094
6,528
7,041
18,272
36,787
39,791
174
(3,896
)
2,217
(1,063
)
625
155
(889
)
(3,271
)
2,372
$
17,383
$
33,516
$
42,163
Fiscal Year Ended
January 31,
February 2,
February 3,
2009
2008
2007
(In thousands)
$
15,500
$
30,552
$
37,670
1,032
3,788
4,988
851
(824
)
(495
)
$
17,383
$
33,516
$
42,163
January 31,
February 2,
2009
2008
(In thousands)
$
21,876
$
20,302
806
3,139
$
22,682
$
23,441
F-21
Table of Contents
January 31,
February 2,
2009
2008
(In thousands)
$
4,074
$
3,321
2,335
1,645
656
1,125
(708
)
(553
)
12,541
11,846
943
874
1,876
1,142
3,635
3,356
3,693
2,211
756
2,147
1,202
708
959
1,931
32,670
29,045
(4,773
)
(4,399
)
(4,958
)
(956
)
(257
)
(249
)
(9,988
)
(5,604
)
$
22,682
$
23,441
F-22
Table of Contents
January 31,
February 2,
2009
2008
$
3,028
$
2,004
(1,760
)
(1,123
)
9
2,147
$
1,277
$
3,028
14.
QUARTERLY
FINANCIAL DATA (UNAUDITED)
Thirteen Weeks Ended
May 3,
August 2,
November 2,
January 31,
2008
2008
2008
2009
(In thousands except per share data)
$
366,264
$
357,175
$
391,355
$
348,150
(269,217
)
(256,081
)
(282,280
)
(276,267
)
97,047
101,094
109,075
71,883
(81,041
)
(83,415
)
(88,158
)
(83,672
)
16,006
17,679
20,917
(11,789
)
(274
)
(304
)
(270
)
54
997
724
956
723
723
420
686
777
(1,134
)
16,729
18,099
21,603
(12,146
)
(6,441
)
(7,142
)
(8,425
)
4,625
$
10,288
$
10,957
$
13,178
$
(7,521
)
$
0.23
$
0.25
$
0.30
$
(0.17
)
$
0.23
$
0.25
$
0.30
$
(0.17
)
F-23
Table of Contents
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
)
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
(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.
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. Incorporated
by reference to Exhibit 10.2.1 to
Form 10-K
(file
no. 1-32545)
filed April 17, 2008. #
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. Incorporated by
reference to Exhibit 10.4.1 to
Form 10-K
(file
no. 1-32545)
filed April 17, 2008.#
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. Incorporated by
reference to Exhibit 10.5.1 to
Form 10-K
(file
no. 1-32545)
filed April 17, 2008.#
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. Incorporated by
reference to Exhibit 10.6.1 to
Form 10-K
(file
no. 1-32545)
filed April 17, 2008.#
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
.26.1
Amendment No. 1 to Amended and Restated Shared Services
Agreement between DSW Inc. and Retail Ventures, Inc., dated as
of March 17, 2008. Incorporated by reference to
Exhibit 10.2 to
Form 8-K
(file
no. 1-32545)
filed August 28, 2008.
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
.27.1
Amendment No. 1 to Tax Separation Agreement between DSW
Inc. and Retail Ventures, Inc., dated as of March 17, 2008.
Incorporated by reference to Exhibit 10.3 to
Form 8-K
(file
no. 1-32545)
filed August 28, 2008.
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.
E-2
Table of Contents
Exhibit
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.
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.
E-3
Table of Contents
Exhibit
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.
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:
Merrillville, 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. Incorporated by reference to Exhibit 10.43.1 to
Form 10-K
(file
no. 1-32545)
filed April 17, 2008.
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.
E-4
Table of Contents
Exhibit
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.
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. Incorporated by
reference to Exhibit 10.53.1 to
Form 10-K
(file
no. 1-32545)
filed April 17, 2008. #
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.
Incorporated by reference to Exhibit 10.57 to
Form 10-K
(file
no. 1-32545)
filed April 17, 2008.
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.
10
.59
Transfer and Assignment Agreement among Retail Ventures, Inc.,
Retail Ventures Services, Inc., DSW Inc., and Filenes
Basement, Inc., dated as of March 17, 2008. Incorporated by
reference to Exhibit 10.1 to
Form 8-K
(file
no. 1-32545)
filed August 28, 2008.
10
.60
Employment Agreement, dated March 27, 2009, between Jon Ricker
and DSW Inc.*#
10
.61
Employment Agreement, dated March 27, 2009, between William L.
Jordan and DSW Inc.*#
10
.62
Employment Agreement, dated March 25, 2009, between Michael
R. MacDonald and DSW Inc. Incorporated by reference to
Exhibit 10.1 to
Form 8-K
(file
no. 1-32545)
filed March 25, 2009.#
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.*
E-5
Table of Contents
Exhibit
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.
E-6
2
3
4
5
6
7
8
9
10
11
12
13
14
EXECUTIVE | ||||
|
||||
/s/ Jon Ricker | ||||
|
||||
Dated: March 27, 2009 | ||||
|
||||
DSW INC | ||||
|
||||
|
By: | /s/ Kathleen C. Maurer | ||
|
||||
|
||||
Dated: March 27, 2009 |
15
2
3
4
5
6
7
8
9
10
11
12
13
14
EXECUTIVE | ||||
|
||||
/s/ William L. Jordan | ||||
|
||||
Dated: March 27, 2009 | ||||
|
||||
DSW INC | ||||
|
||||
|
By: | /s/ Kathleen C. Maurer | ||
|
||||
|
||||
Dated: March 27, 2009 |
15
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. | |||||
6.
|
Mint Studio LLC | Ohio | 1. |
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 January 31, 2009, Retail Ventures, Inc. owns approximately 62.9% of DSWs outstanding common shares and approximately 93.1% of the combined voting power of such shares. |
E-5
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 J. Eisenman
|
Director | |
|
||
|
||
/s/ Carolee Friedlander
|
Director | |
|
||
|
||
/s/ Joanna T. Lau
|
Director | |
|
||
|
||
/s/ Roger S. 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 | |
|
By: |
/s/ Jay
L. Schottenstein
|
By: |
/s/ Douglas
J. Probst
|
By: |
/s/ Jay
L. Schottenstein
|
By: |
/s/ Douglas
J. Probst
|