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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DSW INC.
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(Exact name of registrant as specified in its charter)
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Ohio
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31-0746639
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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810 DSW Drive, Columbus, Ohio
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43219
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(Address of principal executive offices)
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(Zip Code)
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Title of each class:
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Name of each exchange on which registered:
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Class A Common Shares, without par value
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New York Stock Exchange
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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þ
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Yes
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o
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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o
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Yes
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þ
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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þ
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Yes
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o
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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þ
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Yes
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o
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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þ
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Accelerated Filer
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o
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Non-accelerated Filer
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o
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(Do not check if smaller reporting company)
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Smaller reporting company
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o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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o
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Yes
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þ
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No
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The aggregate market value of voting stock held by non-affiliates of the registrant computed by reference to the price at which such voting stock was last sold, as of August 1, 2015, was $2,412,226,836.
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Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 74,185,264 Class A Common Shares and 7,732,807 Class B Common Shares were outstanding at March 18, 2016.
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Item No.
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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our success in opening and operating new stores on a timely and profitable basis;
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•
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maintaining strong relationships with our vendors;
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•
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our ability to anticipate and respond to fashion trends;
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•
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our success in meeting customer expectations;
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•
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disruption of our distribution and/or fulfillment operations;
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•
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continuation of supply agreements and the financial condition of our affiliated business partners;
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•
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fluctuation of our comparable sales and quarterly financial performance;
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•
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risks related to our information systems and data;
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•
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failure to retain our key executives or attract qualified new personnel;
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•
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our competitiveness with respect to style, price, brand availability and customer service;
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•
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our reliance on our DSW Rewards program and marketing to drive traffic, sales and customer loyalty;
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•
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uncertain general economic conditions;
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•
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our reliance on foreign sources for merchandise and risks inherent to international trade;
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•
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risks related to our handling of sensitive and confidential data;
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•
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risks related to leases of our properties;
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•
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risks related to prior and current acquisitions;
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•
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foreign currency exchange risk; and
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•
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risks related to our cash and investments.
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ITEM 1.
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BUSINESS.
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Fiscal year
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|||||||
Category
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2015
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2014
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2013
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Women's footwear
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59
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%
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61
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%
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62
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%
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Men's footwear
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18
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%
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18
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%
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17
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%
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Athletic footwear
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14
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%
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12
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%
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12
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%
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Accessories and Other
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9
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%
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9
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%
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9
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%
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Alabama
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6
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Louisiana
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4
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Ohio
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19
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Arizona
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10
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Maine
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1
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Oklahoma
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3
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Arkansas
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1
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Maryland
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18
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Oregon
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6
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California
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44
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Massachusetts
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17
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Pennsylvania
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23
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Colorado
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11
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Michigan
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18
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Puerto Rico
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2
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Connecticut
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9
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Minnesota
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11
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Rhode Island
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2
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Delaware
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1
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Mississippi
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1
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South Carolina
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3
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Florida
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28
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Missouri
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5
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Tennessee
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7
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Georgia
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15
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Nebraska
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3
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Texas
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40
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Idaho
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1
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Nevada
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3
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Utah
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3
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Illinois
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28
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New Hampshire
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2
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Virginia
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18
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Indiana
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11
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New Jersey
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17
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Washington
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11
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Iowa
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2
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New York
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36
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District of Columbia
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3
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Kansas
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2
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North Carolina
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9
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Wisconsin
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9
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Kentucky
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4
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North Dakota
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1
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Total
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468
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS.
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ITEM 2.
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PROPERTIES.
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ITEM 3.
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LEGAL PROCEEDINGS.
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ITEM 4.
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MINE SAFETY DISCLOSURES.
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ITEM 5.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Total number of shares withheld
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Average price paid per share
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Total number of shares purchased as part of publicly announced programs
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Approximate dollar value of shares that may yet be purchased under the programs
|
||||||
November 1, 2015 to November 28, 2015
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—
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—
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—
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$
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200,000
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November 29, 2015 to January 2, 2016
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—
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$
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23.29
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1,649
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161,709
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January 3, 2016 to January 30, 2016
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47
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|
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23.65
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3,385
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83,469
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47
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$
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23.47
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5,034
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$
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83,469
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Fiscal years ended
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||||||||||||||||||||
Company / Index
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1/29/2011
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1/28/2012
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2/2/2013
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2/1/2014
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1/31/2015
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1/30/2016
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|||||||||||
DSW Inc.
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$
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100.00
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$
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157.55
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$
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220.45
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$
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250.33
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$
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241.91
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$
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167.67
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S&P MidCap 400 Index
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$
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100.00
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$
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102.71
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$
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121.77
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$
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148.39
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$
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164.55
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$
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153.54
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S&P 500 Retailing Index
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$
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100.00
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$
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112.86
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$
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143.90
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$
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180.87
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$
|
217.21
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$
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215.77
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Fiscal
|
||||||||||||||||||
|
2015
|
|
2014
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2013
|
|
2012
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2011
(1)
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(dollars in thousands, except per share and net sales per average gross square foot)
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Statement of Operations Data
(2)
:
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Net sales
(3)
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$
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2,620,248
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$
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2,496,092
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$
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2,368,668
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$
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2,257,778
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$
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2,024,329
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Gross profit
(4)
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$
|
768,369
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$
|
755,021
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$
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739,287
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$
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724,720
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|
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$
|
653,947
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Operating expenses
(14)
|
$
|
(554,818
|
)
|
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$
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(512,536
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)
|
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$
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(497,863
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)
|
|
$
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(481,797
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)
|
|
$
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(448,583
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)
|
Depreciation
|
$
|
73,477
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|
|
$
|
68,153
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|
|
$
|
64,100
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|
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$
|
57,801
|
|
|
$
|
51,237
|
|
Operating profit
(14)
|
$
|
213,551
|
|
|
$
|
242,485
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|
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$
|
241,424
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$
|
236,802
|
|
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$
|
151,450
|
|
Income from continuing operations before income taxes and (loss)income from Town Shoes
|
$
|
220,191
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|
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$
|
245,606
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$
|
243,861
|
|
|
$
|
240,677
|
|
|
$
|
142,363
|
|
Income tax (provision) benefit
(14)
|
$
|
(83,806
|
)
|
|
$
|
(96,392
|
)
|
|
$
|
(92,559
|
)
|
|
$
|
(95,491
|
)
|
|
$
|
57,975
|
|
Income from continuing operations, net of tax
|
$
|
136,034
|
|
|
$
|
153,027
|
|
|
$
|
151,302
|
|
|
$
|
145,186
|
|
|
$
|
200,338
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
1,253
|
|
|
$
|
(4,855
|
)
|
Less: Loss attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20,695
|
)
|
Net income, net of noncontrolling interests
|
$
|
136,034
|
|
|
$
|
153,299
|
|
|
$
|
151,302
|
|
|
$
|
146,439
|
|
|
$
|
174,788
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per Share Data:
|
|
|
|
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|
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Diluted earnings per share from continuing operations, net of noncontrolling interests
|
$
|
1.54
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|
|
$
|
1.69
|
|
|
$
|
1.65
|
|
|
$
|
1.60
|
|
|
$
|
2.34
|
|
Diluted earnings (loss) per share from discontinued operations
|
$
|
—
|
|
|
$
|
0.00
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
(0.07
|
)
|
Diluted earnings per share, net of noncontrolling interests
|
$
|
1.54
|
|
|
$
|
1.69
|
|
|
$
|
1.65
|
|
|
$
|
1.62
|
|
|
$
|
2.27
|
|
Weighted average number of diluted shares outstanding
|
88,501
|
|
|
90,612
|
|
|
91,901
|
|
|
90,606
|
|
|
74,276
|
|
|||||
|
|
|
|
|
|
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|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and investments
(5)
|
$
|
330,475
|
|
|
$
|
447,128
|
|
|
$
|
579,307
|
|
|
$
|
409,890
|
|
|
$
|
429,558
|
|
Inventory
|
$
|
484,236
|
|
|
$
|
450,836
|
|
|
$
|
397,768
|
|
|
$
|
393,794
|
|
|
$
|
334,390
|
|
Total assets
|
$
|
1,369,109
|
|
|
$
|
1,438,243
|
|
|
$
|
1,421,244
|
|
|
$
|
1,262,103
|
|
|
$
|
1,207,900
|
|
Working capital
(6)(15)
|
$
|
472,242
|
|
|
$
|
464,933
|
|
|
$
|
510,232
|
|
|
$
|
479,082
|
|
|
$
|
443,985
|
|
Current ratio
(7)(15)
|
2.5
|
|
|
2.6
|
|
|
2.8
|
|
|
2.7
|
|
|
2.4
|
|
|||||
Total shareholders’ equity
|
$
|
904,924
|
|
|
$
|
1,011,120
|
|
|
$
|
998,544
|
|
|
$
|
858,579
|
|
|
$
|
786,587
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends per share
(8)
|
$
|
0.800
|
|
|
$
|
0.750
|
|
|
$
|
0.375
|
|
|
$
|
1.435
|
|
|
$
|
1.150
|
|
Capital expenditures
(9)
|
$
|
111,691
|
|
|
$
|
93,314
|
|
|
$
|
83,800
|
|
|
$
|
99,752
|
|
|
$
|
76,912
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of DSW stores:
|
|
|
|
|
|
|
|
|
|
||||||||||
Beginning of period
|
431
|
|
|
394
|
|
|
364
|
|
|
326
|
|
|
311
|
|
|||||
New stores
|
40
|
|
|
37
|
|
|
30
|
|
|
39
|
|
|
17
|
|
|||||
Closed/re-categorized stores
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||||
End of period
|
468
|
|
|
431
|
|
|
394
|
|
|
364
|
|
|
326
|
|
|||||
DSW total square footage (in thousands)
(10)
|
9,805
|
|
|
9,277
|
|
|
8,687
|
|
|
8,120
|
|
|
7,289
|
|
|||||
Average gross square footage (in thousands)
(11)
|
9,591
|
|
|
9,009
|
|
|
8,415
|
|
|
7,690
|
|
|
7,158
|
|
|||||
DSW segment net sales per average gross square foot
(12)
|
$
|
258
|
|
|
$
|
261
|
|
|
$
|
265
|
|
|
$
|
276
|
|
|
$
|
262
|
|
Number of affiliated business departments at end of period
|
379
|
|
|
371
|
|
|
356
|
|
|
344
|
|
|
336
|
|
|||||
Total comparable sales change
(13)
|
0.8
|
%
|
|
1.8
|
%
|
|
0.2
|
%
|
|
5.5
|
%
|
|
8.3
|
%
|
(1)
|
Pre-merger financial information presented in the DSW Inc. consolidated financial statements represents consolidated RVI financial information. The pre-merger financial information was retrospectively recast in fiscal 2011. The Company recast all RVI historical share and per share information, including earnings per share, to reflect the exchange ratio of 0.435 for periods prior to the Merger.
|
(
2
)
|
All fiscal years are based on a 52-week year, except for fiscal 2012, which is based on a 53-week year.
|
(3)
|
Includes net sales for DSW and the Affiliated Business Group.
|
(4)
|
Gross profit is defined as net sales less cost of sales. Cost of sales includes the cost of merchandise, which includes markdowns and shrinkage. Also included in the cost of sales are expenses associated with distribution and fulfillment (including depreciation) and store occupancy (excluding depreciation and including store impairments).
|
(5)
|
Includes cash and equivalents, short-term and long-term investments.
|
(6)
|
Working capital represents current assets less current liabilities.
|
(7)
|
Current ratio represents current assets divided by current liabilities.
|
(8)
|
The Board of Directors of DSW Inc. declared the first dividend in fiscal 2011.
|
(9)
|
Fiscal 2012 capital expenditures excluded the $72 million purchase of DSW Inc.'s corporate office headquarters and distribution center as this was considered a permitted acquisition under our credit facility. As a transaction between entities under common control, the net book value of assets transferred was considered an investing cash flow while the difference between the cash paid and the net book value of assets transferred was considered a financing cash flow.
|
(10)
|
DSW total square footage represents the total amount of square footage for DSW stores only; it does not reflect square footage of affiliated business departments.
|
(11)
|
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.
|
(12)
|
Net sales per average gross square foot is the result of dividing net sales for the DSW segment only for the period presented by average gross square footage calculated as described in note 11 above. Net sales for fiscal 2012 are based on a 53-week year. In fiscal 2013, we changed the measure to DSW segment net sales to better reflect the omni-channel nature of our business with the addition of ship from store, shoephoria and drop ship capabilities. See "Sales and Revenue Recognition" in Note
4
to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a discussion of categories of omni-channel sales.
|
(13)
|
A store or affiliated shoe department is considered comparable when in operation for at least 14 months at the beginning of the fiscal year. Stores or affiliated business 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 they are closed.
|
(14)
|
The Company previously classified income tax interest and penalties as part of operating expenses in its statement of operations. Beginning in the first quarter of fiscal 2015, the Company elected to reflect interest and penalties from income taxes through the income tax provision in its statement of operations. The change in accounting policy has been applied retrospectively by adjusting the statement of operations for the prior periods presented. The change to historical periods was limited to classifications within the consolidated statement of operations and has no effect on net income or earnings per share.
|
(15)
|
In November 2015, the Financial Accounting Standards Board ("FASB") released Accounting Standards Update ("ASU") 2015-17, which requires entities to present deferred tax assets and deferred tax liabilities as non-current in a classified balance sheet. The Company elected to early adopt the standard in the fourth quarter of fiscal 2015 and applied the amendments retrospectively to maintain comparability of its balance sheet and related ratios. The change in accounting standard has been applied retrospectively by adjusting the balance sheet for the prior periods presented.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
|
Fiscal
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
(70.7
|
)
|
|
(69.8
|
)
|
|
(68.8
|
)
|
Gross profit
|
|
29.3
|
|
|
30.2
|
|
|
31.2
|
|
Operating expenses
|
|
(21.2
|
)
|
|
(20.5
|
)
|
|
(21.0
|
)
|
Operating profit
|
|
8.1
|
|
|
9.7
|
|
|
10.2
|
|
Interest income, net
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
Non-operating income
|
|
0.1
|
|
|
—
|
|
|
—
|
|
Income from continuing operations before income taxes and (loss) income from Town Shoes
|
|
8.3
|
|
|
9.9
|
|
|
10.3
|
|
Income tax provision
|
|
(3.2
|
)
|
|
(3.9
|
)
|
|
(3.9
|
)
|
(Loss) income from Town Shoes
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
Income from continuing operations
|
|
5.2
|
|
|
6.1
|
|
|
6.4
|
|
Income from discontinued operations, net of tax
|
|
—
|
|
|
0.0
|
|
|
—
|
|
Net income
|
|
5.2
|
%
|
|
6.1
|
%
|
|
6.4
|
%
|
|
Fiscal
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Net sales for the beginning of the fiscal year
|
$
|
2,496.1
|
|
|
$
|
2,368.7
|
|
|
$
|
2,257.8
|
|
Increase in comparable sales
|
19.5
|
|
|
40.0
|
|
|
4.0
|
|
|||
(Decrease) increase from fiscal 2013 luxury test sales
|
—
|
|
|
(18.4
|
)
|
|
18.4
|
|
|||
Net increase from non-comparable and closed store sales
|
104.6
|
|
|
105.8
|
|
|
88.5
|
|
|||
Net sales for the end of the fiscal year
|
$
|
2,620.2
|
|
|
$
|
2,496.1
|
|
|
$
|
2,368.7
|
|
|
Fiscal
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
DSW segment
|
$
|
2,470.1
|
|
|
$
|
2,352.5
|
|
|
$
|
2,231.0
|
|
ABG segment
|
150.1
|
|
|
143.6
|
|
|
137.7
|
|
|||
Total DSW Inc.
|
$
|
2,620.2
|
|
|
$
|
2,496.1
|
|
|
$
|
2,368.7
|
|
|
Fiscal
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
(in thousands)
|
|
(as a percentage of net sales)
|
|
(in thousands)
|
|
(as a percentage of net sales)
|
|
(in thousands)
|
|
(as a percentage of net sales)
|
|||||||||
DSW Inc. gross profit
|
$
|
768,369
|
|
|
29.3
|
%
|
|
$
|
755,021
|
|
|
30.2
|
%
|
|
$
|
739,287
|
|
|
31.2
|
%
|
Less: impact of the luxury test
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(16,481
|
)
|
|
(1.0
|
)%
|
|||
DSW Inc. gross profit excluding luxury test
|
$
|
768,369
|
|
|
29.3
|
%
|
|
$
|
755,021
|
|
|
30.2
|
%
|
|
$
|
755,768
|
|
|
32.2
|
%
|
|
|
As of January 31, 2015
|
||||||
|
|
(in thousands)
|
||||||
|
|
As previously reported
|
|
As adjusted
|
||||
Net working capital
|
|
$
|
484,680
|
|
|
$
|
464,933
|
|
Current ratio
|
|
2.7
|
|
|
2.6
|
|
|
|
Fiscal
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
||||||||||||
|
|
(in thousands)
|
||||||||||
Cash flows from operating activities
|
|
$
|
242,651
|
|
|
$
|
197,038
|
|
|
$
|
301,375
|
|
Capital expenditures
|
|
111,691
|
|
|
93,314
|
|
|
83,800
|
|
|||
Free cash flow
|
|
$
|
130,960
|
|
|
$
|
103,724
|
|
|
$
|
217,575
|
|
|
|
Payments due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1 - 3
Years
|
|
3 -5
Years
|
|
More Than
5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contractual obligations:
|
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations
(1)
|
|
$
|
1,207,125
|
|
|
$
|
188,578
|
|
|
$
|
346,287
|
|
|
$
|
280,119
|
|
|
$
|
392,141
|
|
Construction commitments
(2)
|
|
5,231
|
|
|
5,231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(3)
|
|
28,580
|
|
|
4,978
|
|
|
17,382
|
|
|
6,220
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,240,936
|
|
|
$
|
198,787
|
|
|
$
|
363,669
|
|
|
$
|
286,339
|
|
|
$
|
392,141
|
|
(1)
|
Many of our operating leases require us to pay contingent rent based on sales, common area maintenance costs and real estate taxes. Contingent rent, costs and taxes vary year by year and are based almost entirely on actual amounts incurred. As such, they are not included in the lease obligations presented above. Other non-current liabilities of
$140.8 million
are primarily comprised of deferred rent liabilities and construction and tenant allowances. Deferred rent, which is included in non-current liabilities, is excluded from this table as our payment obligations are included in the operating lease obligations. Construction and tenant allowances, which are included in non-current liabilities, are not contractual
|
(2)
|
As of
January 30, 2016
, we have entered into various construction commitments, including capital items to be purchased for projects that were under construction, or for which a lease has been signed. Our obligations under these commitments aggregated to approximately
$5.2 million
as of
January 30, 2016
.
|
(3)
|
We are able to cancel many of our purchase obligations without payment or penalty, and therefore we have excluded such obligations.
|
Policy
|
Judgments and Estimates
|
Effect if Actual Results Differ from Assumptions
|
Income Taxes.
We 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. Deferred tax assets and liabilities, as a result of these timing 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.
|
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. If our management had made these determinations on a different basis, our tax expense, assets and liabilities could be different.
|
Although we believe that our estimates are reasonable, actual results could differ from these estimates resulting in an outcome that may be materially different from that which is reflected in our consolidated financial statements.
|
Stock-based Compensation.
We recognize compensation expense for stock option awards and time-based restricted stock awards on a straight-line basis over the requisite service period of the award for the awards that actually vest.
|
We use the Black-Scholes pricing model to value stock-based compensation expense, which requires us to estimate the expected term of the stock options and expected future stock price volatility over the expected term.
|
If our expected term estimate were to increase or decrease by one year, it would not materially impact our operating profit.
|
Exit and Disposal Obligations.
We record a reserve when a store or office facility is abandoned due to closure or relocation. On a quarterly basis, we reassess the reserve based on current market conditions.
|
Using our credit-adjusted risk-free rate to present value the liability, we estimate future lease obligations based on remaining lease payments, estimated or actual sublease payments and any other relevant factors.
|
A 2% change to our expected sublease rentals would result in an immaterial change to our estimate.
|
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.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
|
Plan Category
|
|
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1) (2) (3)
|
|
(b) Weighted-average exercise price of outstanding options, warrants and rights
(2)
|
|
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(3)
|
||||
Equity compensation plans approved by security holders
|
|
4,818,892
|
|
|
$
|
25.56
|
|
|
7,809,349
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Total
|
|
4,818,892
|
|
|
$
|
25.56
|
|
|
7,809,349
|
|
(1)
|
DSW Inc. 2005 Equity Incentive Plan
|
(2)
|
Includes
3,848,795
shares issuable pursuant to the exercise of outstanding stock options,
371,842
shares issuable pursuant to restricted stock units,
293,285
shares issuable pursuant to performance-based restricted stock units and
304,970
shares issuable pursuant to director stock units. Since the restricted stock units, performance-based 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).
|
(3)
|
DSW Inc. 2014 Equity Incentive Plan
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
|
Page in
Form 10-K
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations for the years ended January 30, 2016, January 31, 2015 and February 1, 2014
|
|
Consolidated Statements of Comprehensive Income for the years ended January 30, 2016, January 31, 2015 and February 1, 2014
|
|
Consolidated Balance Sheets as of January 30, 2016 and January 31, 2015
|
|
Consolidated Statements of Shareholders’ Equity for the years ended January 30, 2016, January 31, 2015 and February 1, 2014
|
|
Consolidated Statements of Cash Flows for the years ended January 30, 2016, January 31, 2015 and February 1, 2014
|
|
Notes to Consolidated Financial Statements
|
|
DSW INC.
|
|
|
|
|
March 24, 2016
|
By:
|
/s/ Mary Meixelsperger
|
|
|
Mary Meixelsperger, Senior Vice President and Chief Financial Officer (principal financial and accounting officer and duly authorized officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Roger Rawlins
|
|
Chief Executive Officer and Director
|
|
March 24, 2016
|
Roger Rawlins
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Mary Meixelsperger
|
|
Senior Vice President and Chief Financial Officer
|
|
March 24, 2016
|
Mary Meixelsperger
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Executive Chairman of the Board and Director
|
|
March 24, 2016
|
Jay L. Schottenstein
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 24, 2016
|
Henry Aaron
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 24, 2016
|
Elaine J. Eisenman
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 24, 2016
|
Carolee Friedlander
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 24, 2016
|
Joanna T. Lau
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 24, 2016
|
Joseph A. Schottenstein
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 24, 2016
|
Harvey L. Sonnenberg
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
March 24, 2016
|
Allan J. Tanenbaum
|
|
|
|
|
*By:
|
/s/ Mary Meixelsperger
|
|
Mary Meixelsperger (Attorney-in-fact)
|
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
Net sales
|
$
|
2,620,248
|
|
|
$
|
2,496,092
|
|
|
$
|
2,368,668
|
|
Cost of sales
|
(1,851,879
|
)
|
|
(1,741,071
|
)
|
|
(1,629,381
|
)
|
|||
Operating expenses
|
(554,818
|
)
|
|
(512,536
|
)
|
|
(497,863
|
)
|
|||
Operating profit
|
213,551
|
|
|
242,485
|
|
|
241,424
|
|
|||
Interest expense
|
(168
|
)
|
|
(108
|
)
|
|
(474
|
)
|
|||
Interest income
|
3,630
|
|
|
3,229
|
|
|
2,911
|
|
|||
Interest income, net
|
3,462
|
|
|
3,121
|
|
|
2,437
|
|
|||
Non-operating income
|
3,178
|
|
|
—
|
|
|
—
|
|
|||
Income from continuing operations before income taxes and (loss) income from Town Shoes
|
220,191
|
|
|
245,606
|
|
|
243,861
|
|
|||
Income tax provision
|
(83,806
|
)
|
|
(96,392
|
)
|
|
(92,559
|
)
|
|||
(Loss) income from Town Shoes
|
(351
|
)
|
|
3,813
|
|
|
—
|
|
|||
Income from continuing operations
|
136,034
|
|
|
153,027
|
|
|
151,302
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
272
|
|
|
—
|
|
|||
Net income
|
$
|
136,034
|
|
|
$
|
153,299
|
|
|
$
|
151,302
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Basic earnings per share from continuing operations
|
$
|
1.55
|
|
|
$
|
1.71
|
|
|
$
|
1.67
|
|
Diluted earnings per share from continuing operations
|
$
|
1.54
|
|
|
$
|
1.69
|
|
|
$
|
1.65
|
|
Basic earnings per share from discontinued operations
|
$
|
—
|
|
|
$
|
0.00
|
|
|
$
|
—
|
|
Diluted earnings per share from discontinued operations
|
$
|
—
|
|
|
$
|
0.00
|
|
|
$
|
—
|
|
Basic earnings per share
|
$
|
1.55
|
|
|
$
|
1.71
|
|
|
$
|
1.67
|
|
Diluted earnings per share
|
$
|
1.54
|
|
|
$
|
1.69
|
|
|
$
|
1.65
|
|
|
|
|
|
|
|
||||||
Shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic shares
|
87,561
|
|
|
89,499
|
|
|
90,472
|
|
|||
Diluted shares
|
88,501
|
|
|
90,612
|
|
|
91,901
|
|
|||
|
|
|
|
|
|
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
Net income
|
$
|
136,034
|
|
|
$
|
153,299
|
|
|
$
|
151,302
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of income taxes:
|
|
|
|
|
|
||||||
Foreign currency translation
|
(14,076
|
)
|
|
(6,454
|
)
|
|
—
|
|
|||
Change in minimum pension liability, net of income taxes of $0, $0 and $5,289, respectively
|
—
|
|
|
—
|
|
|
8,758
|
|
|||
Unrealized net loss on available-for-sale securities (net of taxes of $15, $0 and $0, respectively)
|
(173
|
)
|
|
—
|
|
|
—
|
|
|||
Total other comprehensive (loss) income, net of income taxes
|
(14,249
|
)
|
|
(6,454
|
)
|
|
8,758
|
|
|||
Total comprehensive income
|
$
|
121,785
|
|
|
$
|
146,845
|
|
|
$
|
160,060
|
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
ASSETS
|
|||||||
Cash and equivalents
|
$
|
32,495
|
|
|
$
|
59,171
|
|
Short-term investments
|
226,027
|
|
|
171,201
|
|
||
Accounts receivable, net
|
15,437
|
|
|
24,400
|
|
||
Accounts receivable from related parties
|
27
|
|
|
7
|
|
||
Inventories
|
484,236
|
|
|
450,836
|
|
||
Prepaid expenses and other current assets
|
37,444
|
|
|
43,108
|
|
||
Prepaid rent to related parties
|
2
|
|
|
—
|
|
||
Total current assets
|
795,668
|
|
|
748,723
|
|
||
|
|
|
|
||||
Property and equipment, net
|
374,241
|
|
|
337,903
|
|
||
Long-term investments
|
71,953
|
|
|
216,756
|
|
||
Goodwill
|
25,899
|
|
|
25,899
|
|
||
Deferred income taxes
|
21,815
|
|
|
31,079
|
|
||
Prepaid rent to related parties
|
875
|
|
|
794
|
|
||
Investment in Town Shoes
|
21,188
|
|
|
25,887
|
|
||
Note receivable from Town Shoes
|
44,170
|
|
|
43,304
|
|
||
Other assets
|
13,300
|
|
|
7,898
|
|
||
Total assets
|
$
|
1,369,109
|
|
|
$
|
1,438,243
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Accounts payable
|
$
|
214,893
|
|
|
$
|
169,518
|
|
Accounts payable to related parties
|
733
|
|
|
1,092
|
|
||
Accrued expenses
|
107,800
|
|
|
113,180
|
|
||
Total current liabilities
|
323,426
|
|
|
283,790
|
|
||
|
|
|
|
||||
Non-current liabilities
|
140,759
|
|
|
143,333
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|||||||
Common shares paid in capital, no par value; 250,000 Class A Common Shares authorized, 84,396 and 83,702 issued, respectively; 74,185 and 80,666 outstanding, respectively; 100,000 Class B Common Shares authorized, 7,733 and 7,733 issued and outstanding, respectively
|
930,011
|
|
|
908,679
|
|
||
Preferred shares, no par value; 100,000 authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Treasury shares, at cost, 10,211 and 3,036 outstanding, respectively
|
(266,531
|
)
|
|
(86,938
|
)
|
||
Retained earnings
|
287,140
|
|
|
220,826
|
|
||
Basis difference related to acquisition of commonly controlled entity
|
(24,993
|
)
|
|
(24,993
|
)
|
||
Accumulated other comprehensive loss
|
(20,703
|
)
|
|
(6,454
|
)
|
||
Total shareholders’ equity
|
904,924
|
|
|
1,011,120
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,369,109
|
|
|
$
|
1,438,243
|
|
|
|
Number of Shares
|
|
|
Treasury shares
|
Retained
earnings |
Basis difference related to acquisition of commonly controlled entity
|
Accumulated other comprehensive loss
|
Total |
|||||||||||||||||
|
|
Class A
Common Shares |
Class B
Common Shares |
Treasury Shares
|
|
Common shares paid in capital
|
||||||||||||||||||||
Balance, February 2, 2013
|
|
72,564
|
|
17,460
|
|
—
|
|
|
$
|
872,026
|
|
$
|
—
|
|
$
|
16,991
|
|
$
|
(21,680
|
)
|
$
|
(8,758
|
)
|
$
|
858,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
151,302
|
|
—
|
|
—
|
|
151,302
|
|
||||||
Stock-based compensation expense, before related tax effects
|
|
—
|
|
—
|
|
—
|
|
|
8,191
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,191
|
|
||||||
Exercise of stock options, net of settlement of taxes
|
|
665
|
|
—
|
|
—
|
|
|
4,776
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,776
|
|
||||||
Stock units granted
|
|
34
|
|
—
|
|
—
|
|
|
1,151
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,151
|
|
||||||
Vesting of restricted stock units, net of settlement of taxes
|
|
81
|
|
—
|
|
—
|
|
|
(1,682
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,682
|
)
|
||||||
Repurchase of Class A Common Shares
|
|
(38
|
)
|
|
38
|
|
|
|
(1,600
|
)
|
|
|
|
(1,600
|
)
|
|||||||||||
Excess tax benefits related to stock-based compensation
|
|
—
|
|
—
|
|
—
|
|
|
6,236
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,236
|
|
||||||
Tax effect of basis difference related to acquisition of commonly controlled entity
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(3,313
|
)
|
—
|
|
(3,313
|
)
|
||||||
Exchange of Class B Common Shares for Class A Common Shares
|
|
2,600
|
|
(2,600
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Exchange of Class A Common Shares for Class B Common Shares
|
|
(606
|
)
|
606
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Common share adjustment to reflect stock split impact
|
|
7,733
|
|
(7,733
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Dividends paid ($0.375 per share)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(33,854
|
)
|
—
|
|
—
|
|
(33,854
|
)
|
||||||
Change in minimum pension liability
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(177
|
)
|
(177
|
)
|
||||||
Settlement of pension plan, net of income taxes of $5,289
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,935
|
|
8,935
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, February 1, 2014
|
|
83,033
|
|
7,733
|
|
38
|
|
|
$
|
890,698
|
|
$
|
(1,600
|
)
|
$
|
134,439
|
|
$
|
(24,993
|
)
|
$
|
—
|
|
$
|
998,544
|
|
|
|
Number of Shares
|
|
|
|
Retained
earnings |
Basis difference related to acquisition of commonly controlled entity
|
Accumulated other comprehensive loss
|
Total |
|||||||||||||||||
|
|
Class A
Common
Shares
|
Class B
Common
Shares
|
Treasury Shares
|
|
Common shares paid in capital
|
Treasury shares
|
|||||||||||||||||||
Balance, February 1, 2014
|
|
83,033
|
|
7,733
|
|
38
|
|
|
$
|
890,698
|
|
$
|
(1,600
|
)
|
$
|
134,439
|
|
$
|
(24,993
|
)
|
$
|
—
|
|
$
|
998,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
153,299
|
|
—
|
|
—
|
|
153,299
|
|
||||||
Stock-based compensation expense, before related tax effects
|
|
—
|
|
—
|
|
—
|
|
|
9,248
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9,248
|
|
||||||
Exercise of stock options, net of settlement of taxes
|
|
505
|
|
—
|
|
—
|
|
|
5,120
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,120
|
|
||||||
Stock units granted
|
|
52
|
|
—
|
|
—
|
|
|
1,247
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,247
|
|
||||||
Vesting of restricted stock units, net of settlement of taxes
|
|
74
|
|
—
|
|
—
|
|
|
(1,649
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,649
|
)
|
||||||
Repurchase of Class A Common Shares
|
|
(2,998
|
)
|
—
|
|
2,998
|
|
|
—
|
|
(85,338
|
)
|
—
|
|
—
|
|
—
|
|
(85,338
|
)
|
||||||
Excess tax benefits related to stock-based compensation
|
|
—
|
|
—
|
|
—
|
|
|
4,015
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,015
|
|
||||||
Dividends paid ($0.75 per share)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(66,912
|
)
|
—
|
|
—
|
|
(66,912
|
)
|
||||||
Foreign currency translation
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(6,454
|
)
|
(6,454
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, January 31, 2015
|
|
80,666
|
|
7,733
|
|
3,036
|
|
|
$
|
908,679
|
|
$
|
(86,938
|
)
|
$
|
220,826
|
|
$
|
(24,993
|
)
|
$
|
(6,454
|
)
|
$
|
1,011,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
136,034
|
|
—
|
|
—
|
|
136,034
|
|
||||||
Stock-based compensation expense, before related tax effects
|
|
—
|
|
—
|
|
—
|
|
|
12,464
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12,464
|
|
||||||
Exercise of stock options
|
|
540
|
|
—
|
|
—
|
|
|
7,504
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,504
|
|
||||||
Stock units granted
|
|
40
|
|
—
|
|
—
|
|
|
1,037
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,037
|
|
||||||
Vesting of restricted stock units, net of settlement of taxes
|
|
114
|
|
—
|
|
—
|
|
|
(2,396
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,396
|
)
|
||||||
Repurchase of Class A Common Shares
|
|
(7,175
|
)
|
—
|
|
7,175
|
|
|
—
|
|
(179,593
|
)
|
—
|
|
—
|
|
—
|
|
(179,593
|
)
|
||||||
Excess tax benefits related to stock-based compensation
|
|
—
|
|
—
|
|
—
|
|
|
2,723
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,723
|
|
||||||
Dividends paid ($0.80 per share)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(69,720
|
)
|
—
|
|
—
|
|
(69,720
|
)
|
||||||
Foreign currency translation
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(14,076
|
)
|
(14,076
|
)
|
||||||
Unrealized net loss on available-for-sale securities (net of taxes of $15)
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(173
|
)
|
(173
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, January 30, 2016
|
|
74,185
|
|
7,733
|
|
10,211
|
|
|
$
|
930,011
|
|
$
|
(266,531
|
)
|
$
|
287,140
|
|
$
|
(24,993
|
)
|
$
|
(20,703
|
)
|
$
|
904,924
|
|
1.
|
BUSINESS OPERATIONS
|
|
|
Fiscal
|
||||
Category
|
|
2015
|
|
2014
|
|
2013
|
Women's footwear
|
|
59%
|
|
61%
|
|
62%
|
Men's footwear
|
|
18%
|
|
18%
|
|
17%
|
Athletic footwear
|
|
14%
|
|
12%
|
|
12%
|
Accessories and Other
|
|
9%
|
|
9%
|
|
9%
|
2.
|
BASIS OF PRESENTATION
|
|
Fiscal year
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Investment in Town Shoes - beginning of period
|
$
|
25,887
|
|
|
$
|
—
|
|
|
|
|
|
||||
Initial investment
|
—
|
|
|
22,339
|
|
||
Acquisition costs
|
(184
|
)
|
|
2,897
|
|
||
DSW Inc.'s portion of Town Shoes (loss) income
|
(5,250
|
)
|
|
178
|
|
||
Foreign currency translation adjustments included in "Other comprehensive (loss) income"
|
934
|
|
|
729
|
|
||
Amortization of purchase price adjustments
|
(199
|
)
|
|
(256
|
)
|
||
|
|
|
|
||||
Investment in Town Shoes - end of period
|
$
|
21,188
|
|
|
$
|
25,887
|
|
|
Fiscal year
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Note receivable from Town Shoes - beginning of period
|
$
|
43,304
|
|
|
$
|
—
|
|
|
|
|
|
||||
Purchase of note receivable
|
—
|
|
|
46,596
|
|
||
Payment-in-kind interest earned
|
5,098
|
|
|
3,891
|
|
||
Foreign currency translation adjustments included in "Other comprehensive (loss) income"
|
(4,232
|
)
|
|
(7,183
|
)
|
||
|
|
|
|
||||
Note receivable from Town Shoes - end of period
|
$
|
44,170
|
|
|
$
|
43,304
|
|
4
.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
Three months ended
|
|
Fiscal year ended
|
|||||||||||||||||||||
|
|
January 31, 2015
|
|
January 31, 2015
|
||||||||||||||||||||
|
||||||||||||||||||||||||
|
|
As previously reported
|
|
Effect of change
|
|
As adjusted
|
|
As previously reported
|
|
Effect of change
|
|
As adjusted
|
||||||||||||
|
||||||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Operating expenses
|
|
$
|
(128,681
|
)
|
|
$
|
201
|
|
|
$
|
(128,480
|
)
|
|
$
|
(512,889
|
)
|
|
$
|
353
|
|
|
$
|
(512,536
|
)
|
Interest income, net
|
|
602
|
|
|
132
|
|
|
734
|
|
|
2,795
|
|
|
326
|
|
|
3,121
|
|
||||||
Income tax provision
|
|
(19,527
|
)
|
|
(333
|
)
|
|
(19,860
|
)
|
|
(95,713
|
)
|
|
(679
|
)
|
|
(96,392
|
)
|
|
Three months ended
|
|
Fiscal year ended
|
|||||||||||||||||||||
|
|
February 1, 2014
|
|
February 1, 2014
|
||||||||||||||||||||
|
||||||||||||||||||||||||
|
|
As previously reported
|
|
Effect of change
|
|
As adjusted
|
|
As previously reported
|
|
Effect of change
|
|
As adjusted
|
||||||||||||
|
||||||||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Operating expenses
|
|
$
|
(115,113
|
)
|
|
$
|
—
|
|
|
$
|
(115,113
|
)
|
|
$
|
(497,899
|
)
|
|
$
|
36
|
|
|
$
|
(497,863
|
)
|
Interest income, net
|
|
762
|
|
|
42
|
|
|
804
|
|
|
2,619
|
|
|
(182
|
)
|
|
2,437
|
|
||||||
Income tax provision
|
|
(17,521
|
)
|
|
(42
|
)
|
|
(17,563
|
)
|
|
(92,705
|
)
|
|
146
|
|
|
(92,559
|
)
|
|
|
As of January 31, 2015
|
||||||||||
|
|
As previously reported
|
|
Effect of change
|
|
As adjusted
|
||||||
|
||||||||||||
|
|
(in thousands)
|
||||||||||
Current deferred income taxes
|
|
$
|
19,747
|
|
|
$
|
(19,747
|
)
|
|
$
|
—
|
|
Total current assets
|
|
768,470
|
|
|
(19,747
|
)
|
|
748,723
|
|
|||
Non-current deferred income taxes
|
|
11,332
|
|
|
19,747
|
|
|
31,079
|
|
Buildings
|
39 years
|
Furniture, fixtures and equipment
|
3 to 10 years
|
Building and leasehold improvements
|
3 to 20 years or the lease term if that is shorter than the normal life of the asset
|
|
Fiscal
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
|
|
|
|
|
|||
|
(in thousands)
|
|||||||
Weighted average shares outstanding
|
87,561
|
|
|
89,499
|
|
|
90,472
|
|
Assumed exercise of dilutive stock options
|
683
|
|
|
910
|
|
|
1,202
|
|
Assumed exercise of dilutive RSUs and PSUs
|
257
|
|
|
203
|
|
|
227
|
|
Number of shares for computation of diluted earnings per share
|
88,501
|
|
|
90,612
|
|
|
91,901
|
|
7
.
|
STOCK-BASED COMPENSATION
|
|
Fiscal
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Stock Options
|
$
|
5,532
|
|
|
$
|
5,827
|
|
|
$
|
5,891
|
|
Restricted Stock Units
|
2,953
|
|
|
2,097
|
|
|
1,797
|
|
|||
Performance-Based Restricted Stock Units
|
3,979
|
|
|
1,324
|
|
|
503
|
|
|||
Director Stock Units
|
1,037
|
|
|
1,247
|
|
|
1,151
|
|
|||
Total
|
$
|
13,501
|
|
|
$
|
10,495
|
|
|
$
|
9,342
|
|
|
Fiscal
|
||||
Assumptions:
|
2015
|
|
2014
|
|
2013
|
Risk-free interest rate
|
1.4%
|
|
1.8%
|
|
0.7%
|
Annual volatility of DSW Common Shares
|
37.9%
|
|
44.5%
|
|
53.4%
|
Expected option term
|
5.1 years
|
|
5.4 years
|
|
4.7 years
|
Dividend yield
|
2.1%
|
|
2.3%
|
|
1.3%
|
Other Data:
|
|
|
|
|
|
Weighted average grant date fair value
|
$8.87
|
|
$11.82
|
|
$12.85
|
As of January 30, 2016
|
|
Shares
|
|
WAEP
|
|
Weighted Average Remaining Contract Life
|
|
Aggregate Intrinsic Value
|
|||||
Options exercisable
|
|
2,007
|
|
|
$
|
20.35
|
|
|
3.3 years
|
|
$
|
12,905
|
|
Options expected to vest
|
|
1,639
|
|
|
$
|
31.26
|
|
|
8.7 years
|
|
612
|
|
|
Options vested and expected to vest
|
|
3,646
|
|
|
$
|
25.25
|
|
|
5.7 years
|
|
$
|
13,517
|
|
Year of Grant
|
|
Range of Exercise Prices
|
|
Weighted Average Remaining Contract Life
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||||
|
Min
|
|
Max
|
|
|
Options Outstanding
|
|
WAEP
|
|
Aggregate Intrinsic Value
(1)
|
|
Options Exercisable
|
|
WAEP
|
|
Aggregate Intrinsic Value
(1)
|
||||||||||||||||
2006 - expire 2016
|
|
$
|
12.93
|
|
|
$
|
14.50
|
|
|
0.6 years
|
|
92
|
|
|
$
|
12.98
|
|
|
$
|
1,019
|
|
|
93
|
|
|
$
|
12.98
|
|
|
$
|
1,020
|
|
2007 - expire 2017
|
|
$
|
18.57
|
|
|
$
|
19.94
|
|
|
1.2 years
|
|
297
|
|
|
$
|
19.84
|
|
|
1,241
|
|
|
297
|
|
|
$
|
19.84
|
|
|
1,241
|
|
||
2008 - expire 2018
|
|
$
|
6.01
|
|
|
$
|
9.15
|
|
|
2.2 years
|
|
165
|
|
|
$
|
6.20
|
|
|
2,941
|
|
|
165
|
|
|
$
|
6.20
|
|
|
2,941
|
|
||
2009 - expire 2019
|
|
$
|
4.65
|
|
|
$
|
7.00
|
|
|
3.2 years
|
|
136
|
|
|
$
|
4.79
|
|
|
2,607
|
|
|
136
|
|
|
$
|
4.79
|
|
|
2,607
|
|
||
2010 - expire 2020
|
|
$
|
12.34
|
|
|
$
|
12.38
|
|
|
4.2 years
|
|
330
|
|
|
$
|
12.37
|
|
|
3,843
|
|
|
330
|
|
|
$
|
12.37
|
|
|
3,843
|
|
||
2011 - expire 2021
|
|
$
|
17.43
|
|
|
$
|
22.71
|
|
|
5.1 years
|
|
253
|
|
|
$
|
17.44
|
|
|
1,662
|
|
|
191
|
|
|
$
|
17.44
|
|
|
1,253
|
|
||
2012 - expire 2022
|
|
$
|
26.66
|
|
|
$
|
27.18
|
|
|
4.7 years
|
|
466
|
|
|
$
|
26.67
|
|
|
—
|
|
|
331
|
|
|
$
|
26.66
|
|
|
—
|
|
||
2013 - expire 2023
|
|
$
|
31.68
|
|
|
$
|
31.68
|
|
|
5.1 years
|
|
361
|
|
|
$
|
31.68
|
|
|
—
|
|
|
219
|
|
|
$
|
31.68
|
|
|
—
|
|
||
2014 - expire 2024
|
|
$
|
29.74
|
|
|
$
|
37.88
|
|
|
6.9 years
|
|
433
|
|
|
$
|
34.53
|
|
|
—
|
|
|
151
|
|
|
$
|
35.41
|
|
|
—
|
|
||
2015 - expire 2025
|
|
$
|
23.21
|
|
|
$
|
37.50
|
|
|
8.9 years
|
|
1,316
|
|
|
$
|
32.17
|
|
|
298
|
|
|
94
|
|
|
$
|
37.50
|
|
|
—
|
|
||
Total
|
|
$
|
4.65
|
|
|
$
|
37.88
|
|
|
5.9 years
|
|
3,849
|
|
|
$
|
25.56
|
|
|
$
|
13,611
|
|
|
2,007
|
|
|
$
|
20.35
|
|
|
$
|
12,905
|
|
|
Fiscal
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Units
|
|
GDFV
|
|
Units
|
|
GDFV
|
|
Units
|
|
GDFV
|
|||||||||
Outstanding at beginning of year
|
320
|
|
|
$
|
29.21
|
|
|
377
|
|
|
$
|
23.41
|
|
|
436
|
|
|
$
|
15.39
|
|
Granted
|
199
|
|
|
$
|
30.54
|
|
|
103
|
|
|
$
|
34.53
|
|
|
92
|
|
|
$
|
35.50
|
|
Vested
|
(115
|
)
|
|
$
|
21.32
|
|
|
(114
|
)
|
|
$
|
14.11
|
|
|
(136
|
)
|
|
$
|
5.51
|
|
Forfeited
|
(32
|
)
|
|
$
|
32.99
|
|
|
(46
|
)
|
|
$
|
29.55
|
|
|
(15
|
)
|
|
$
|
29.46
|
|
Outstanding at end of year
|
372
|
|
|
$
|
31.83
|
|
|
320
|
|
|
$
|
29.21
|
|
|
377
|
|
|
$
|
23.41
|
|
|
|
|
|
|
|
Weighted Average
|
|
Aggregate
|
|||||
|
|
|
|
|
|
Remaining
|
|
Intrinsic
|
|||||
As of January 30, 2016
|
|
Units
|
|
GDFV
|
|
Contract Life
|
|
Value
|
|||||
RSUs expected to vest
|
|
307
|
|
|
$
|
31.78
|
|
|
1.3 years
|
|
$
|
7,373
|
|
|
Fiscal
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Units
|
|
GDFV
|
|
Units
|
|
GDFV
|
|
Units
|
|
GDFV
|
|||||||||
Outstanding beginning of year
|
173
|
|
|
$
|
33.50
|
|
|
69
|
|
|
$
|
31.76
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
208
|
|
|
$
|
33.30
|
|
|
111
|
|
|
$
|
34.52
|
|
|
69
|
|
|
$
|
31.76
|
|
Vested
|
(75
|
)
|
|
$
|
22.80
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(13
|
)
|
|
$
|
35.16
|
|
|
(7
|
)
|
|
$
|
32.74
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding end of year
|
293
|
|
|
$
|
28.70
|
|
|
173
|
|
|
$
|
33.50
|
|
|
69
|
|
|
$
|
31.76
|
|
|
|
|
|
|
|
Weighted Average
|
|
Aggregate
|
|||||
|
|
|
|
|
|
Remaining
|
|
Intrinsic
|
|||||
As of January 30, 2016
|
|
Units
|
|
GDFV
|
|
Contract Life
|
|
Value
|
|||||
PSUs expected to vest
|
|
253
|
|
|
$
|
28.70
|
|
|
1.2 years
|
|
$
|
6,080
|
|
|
Fiscal
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Outstanding beginning of year
|
360
|
|
|
330
|
|
|
316
|
|
Granted
|
40
|
|
|
52
|
|
|
34
|
|
Exercised
|
(95
|
)
|
|
(22
|
)
|
|
(20
|
)
|
Outstanding end of year
|
305
|
|
|
360
|
|
|
330
|
|
Assumptions:
|
As of January 30, 2016
|
|
As of January 31, 2015
|
Risk-free interest rate
|
0.4%
|
|
0.6%
|
Expected volatility of DSW Common Shares
|
33.0%
|
|
24.9%
|
Expected term
|
0.4 years
|
|
2.3 years
|
Expected dividend yield
|
2.5%
|
|
2.3%
|
|
Short-term investments
|
|
Long-term investments
|
||||||||||||
|
January 30, 2016
|
|
January 31, 2015
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Carrying value
|
$
|
225,985
|
|
|
$
|
17,147
|
|
|
$
|
72,153
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains included in accumulated other comprehensive income
|
477
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Unrealized losses included in accumulated other comprehensive loss
|
(435
|
)
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity securities:
|
|
|
|
|
|
|
|
||||||||
Amortized cost
|
—
|
|
|
154,054
|
|
|
—
|
|
|
$
|
216,756
|
|
|||
Total investments
|
$
|
226,027
|
|
|
$
|
171,201
|
|
|
$
|
71,953
|
|
|
$
|
216,756
|
|
|
|
|
|
|
|
|
|
||||||||
Gross holding gains on held-to-maturity securities
|
—
|
|
|
$
|
117
|
|
|
—
|
|
|
$
|
371
|
|
||
Gross holding losses on held-to-maturity securities
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(317
|
)
|
||||
Fair value of securities
|
$
|
226,027
|
|
|
$
|
171,268
|
|
|
$
|
71,953
|
|
|
$
|
216,810
|
|
|
January 30, 2016
|
|
January 31, 2015
|
|||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and equivalents
|
$
|
32,495
|
|
|
$
|
32,495
|
|
|
—
|
|
|
—
|
|
|
$
|
59,171
|
|
|
$
|
59,171
|
|
|
—
|
|
|
—
|
|
|||
Short-term investments
(a)
|
226,027
|
|
|
2,127
|
|
|
$
|
223,900
|
|
|
—
|
|
|
171,268
|
|
|
—
|
|
|
$
|
171,268
|
|
|
—
|
|
|||||
Long-term investments
(a)
|
71,953
|
|
|
181
|
|
|
71,772
|
|
|
—
|
|
|
216,810
|
|
|
—
|
|
|
216,810
|
|
|
—
|
|
|||||||
Cost method investment
(b)
|
6,000
|
|
|
—
|
|
|
—
|
|
|
$
|
6,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Note receivable from Town Shoes
(c)
|
33,311
|
|
|
—
|
|
|
33,311
|
|
|
—
|
|
|
43,304
|
|
|
—
|
|
|
43,304
|
|
|
—
|
|
|||||||
Total Financial Assets
|
$
|
369,786
|
|
|
$
|
34,803
|
|
|
$
|
328,983
|
|
|
$
|
6,000
|
|
|
$
|
490,553
|
|
|
$
|
59,171
|
|
|
$
|
431,382
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock appreciation rights
(d)
|
$
|
561
|
|
|
—
|
|
|
$
|
561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Financial Liabilities
|
$
|
561
|
|
|
—
|
|
|
$
|
561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Fiscal year ended
|
||
|
|
January 30, 2016
|
||
|
|
(in thousands)
|
||
Carrying value, beginning of period
|
|
$
|
—
|
|
Activity related to cost method investment
|
|
6,000
|
|
|
Carrying value, end of period
|
|
$
|
6,000
|
|
|
|
|
|
|
|
|
|
|
Total Losses
|
||||||||||
|
As of January 30, 2016
|
|
Fiscal
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value as of the Impairment Date
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||
Assets held and used
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
962
|
|
|
$
|
5,095
|
|
10
.
|
DEBT OBLIGATIONS
|
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Land
|
|
$
|
1,110
|
|
|
$
|
1,110
|
|
Furniture, fixtures and equipment
|
|
506,347
|
|
|
437,745
|
|
||
Buildings, building and leasehold improvements
|
|
385,861
|
|
|
353,283
|
|
||
Total property and equipment
|
|
$
|
893,318
|
|
|
$
|
792,138
|
|
Accumulated depreciation and amortization
|
|
(519,077
|
)
|
|
(454,235
|
)
|
||
Property and equipment, net
|
|
$
|
374,241
|
|
|
$
|
337,903
|
|
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Gift cards and merchandise credits
|
|
$
|
43,446
|
|
|
$
|
40,313
|
|
Compensation
|
|
8,042
|
|
|
11,317
|
|
||
Taxes
|
|
17,004
|
|
|
16,798
|
|
||
Customer loyalty program
|
|
10,084
|
|
|
14,788
|
|
||
Other
(1)
|
|
29,224
|
|
|
29,964
|
|
||
Total accrued expenses
|
|
$
|
107,800
|
|
|
$
|
113,180
|
|
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Construction and tenant allowances
|
|
$
|
86,777
|
|
|
$
|
85,244
|
|
Deferred rent
|
|
37,650
|
|
|
38,021
|
|
||
Other
(1)
|
|
16,332
|
|
|
20,068
|
|
||
Total non-current liabilities
|
|
$
|
140,759
|
|
|
$
|
143,333
|
|
14.
|
LEASES
|
|
Total
|
|
Unrelated
Party
|
|
Related
Party
|
||||||
|
|
|
|
|
|
||||||
Fiscal years
|
(in thousands)
|
||||||||||
2016
|
$
|
188,578
|
|
|
$
|
179,742
|
|
|
$
|
8,836
|
|
2017
|
182,429
|
|
|
174,075
|
|
|
8,354
|
|
|||
2018
|
163,858
|
|
|
159,366
|
|
|
4,492
|
|
|||
2019
|
146,238
|
|
|
142,236
|
|
|
4,002
|
|
|||
2020
|
133,881
|
|
|
130,613
|
|
|
3,268
|
|
|||
Future years thereafter
|
392,141
|
|
|
387,927
|
|
|
4,214
|
|
|||
Total minimum lease payments
(1)
|
$
|
1,207,125
|
|
|
$
|
1,173,959
|
|
|
$
|
33,166
|
|
|
Fiscal
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Minimum rentals:
|
|
|
|
|
|
||||||
Unrelated parties
|
$
|
162,072
|
|
|
$
|
147,771
|
|
|
$
|
137,602
|
|
Related parties
|
8,064
|
|
|
9,189
|
|
|
10,486
|
|
|||
Contingent rentals:
|
|
|
|
|
|
||||||
Unrelated parties
|
30,021
|
|
|
31,499
|
|
|
29,639
|
|
|||
Total
|
$
|
200,157
|
|
|
$
|
188,459
|
|
|
$
|
177,727
|
|
|
Fiscal 2013
|
||
|
|
||
|
(in thousands)
|
||
Interest cost
|
$
|
843
|
|
Expected return on plan assets
|
(808
|
)
|
|
Loss recognized due to settlements
|
14,224
|
|
|
Amortization of net loss
|
494
|
|
|
Net periodic benefit cost
|
$
|
14,753
|
|
|
Fiscal 2013
|
||
|
|
||
|
(in thousands)
|
||
Net actuarial loss
|
$
|
671
|
|
Loss recognized due to settlements
|
(14,224
|
)
|
|
Amortization of net loss
|
(494
|
)
|
|
Total recognized in other comprehensive (income) loss
|
(14,047
|
)
|
|
Net periodic benefit cost
|
14,753
|
|
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
706
|
|
16
.
|
COMMITMENTS AND CONTINGENCIES
|
17.
|
SEGMENT REPORTING
|
|
Fiscal year ended
|
||||||||||
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
|
|
|
|
|
|
||||||
Current:
|
(in thousands)
|
||||||||||
Federal
|
$
|
64,416
|
|
|
$
|
80,205
|
|
|
$
|
36,407
|
|
Foreign
|
941
|
|
|
716
|
|
|
22
|
|
|||
State and local
|
9,186
|
|
|
16,832
|
|
|
14,671
|
|
|||
Total current tax expense
|
74,543
|
|
|
97,753
|
|
|
51,100
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
8,035
|
|
|
(1,616
|
)
|
|
42,557
|
|
|||
Foreign
|
817
|
|
|
—
|
|
|
—
|
|
|||
State and local
|
411
|
|
|
255
|
|
|
(1,098
|
)
|
|||
Total deferred tax expense
|
9,263
|
|
|
(1,361
|
)
|
|
41,459
|
|
|||
Income tax provision
|
$
|
83,806
|
|
|
$
|
96,392
|
|
|
$
|
92,559
|
|
|
Fiscal year ended
|
||||||||||
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Income tax expense at federal statutory rate
|
$
|
76,944
|
|
|
$
|
87,297
|
|
|
$
|
85,402
|
|
State and local taxes-net
|
7,847
|
|
|
8,808
|
|
|
8,532
|
|
|||
Foreign
|
1,031
|
|
|
(405
|
)
|
|
(16
|
)
|
|||
Other
|
(2,016
|
)
|
|
692
|
|
|
(1,359
|
)
|
|||
Income tax provision
|
$
|
83,806
|
|
|
$
|
96,392
|
|
|
$
|
92,559
|
|
|
January 30, 2016
|
|
January 31, 2015
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
State net operating loss and tax credits
|
$
|
571
|
|
|
$
|
701
|
|
Inventory
|
7,961
|
|
|
7,562
|
|
||
Construction and tenant allowances
|
3,454
|
|
|
6,074
|
|
||
Stock-based compensation
|
10,799
|
|
|
9,624
|
|
||
Benefit from uncertain tax positions
|
85
|
|
|
100
|
|
||
Guarantees
|
4
|
|
|
1,185
|
|
||
Accrued expenses
|
2,495
|
|
|
1,890
|
|
||
Accrued rewards
|
4,016
|
|
|
5,918
|
|
||
Accrued rent
|
15,063
|
|
|
15,395
|
|
||
Other
|
14,312
|
|
|
14,317
|
|
||
Total deferred tax assets, gross of valuation allowance
|
58,760
|
|
|
62,766
|
|
||
Less: valuation allowance
|
(1,250
|
)
|
|
(1,246
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
57,510
|
|
|
61,520
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(32,215
|
)
|
|
(27,236
|
)
|
||
Prepaid expenses
|
(1,024
|
)
|
|
(1,113
|
)
|
||
Other
|
(2,456
|
)
|
|
(2,092
|
)
|
||
Total deferred tax liabilities
|
(35,695
|
)
|
|
(30,441
|
)
|
||
|
|
|
|
||||
Total – net deferred tax asset
|
$
|
21,815
|
|
|
$
|
31,079
|
|
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Beginning balance
|
$
|
3,386
|
|
|
$
|
1,838
|
|
|
$
|
1,253
|
|
Additions for tax positions taken in the current year
|
1,511
|
|
|
1,621
|
|
|
1,184
|
|
|||
Reductions for tax positions taken in prior years:
|
|
|
|
|
|
|
|
||||
Changes in judgment
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||
Lapses of applicable statutes of limitations
|
(644
|
)
|
|
—
|
|
|
(530
|
)
|
|||
Settlements during the year
|
(365
|
)
|
|
(73
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
3,888
|
|
|
$
|
3,386
|
|
|
$
|
1,838
|
|
19.
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
|
Thirteen weeks ended
|
||||||||||||||
|
May 2, 2015
|
|
August 1, 2015
|
|
October 31, 2015
|
|
January 30, 2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
655,486
|
|
|
$
|
627,206
|
|
|
$
|
665,520
|
|
|
$
|
672,036
|
|
Cost of sales
|
(442,428
|
)
|
|
(435,904
|
)
|
|
(466,554
|
)
|
|
(506,993
|
)
|
||||
Operating expenses
|
(139,486
|
)
|
|
(131,721
|
)
|
|
(135,637
|
)
|
|
(147,974
|
)
|
||||
Operating profit
|
73,572
|
|
|
59,581
|
|
|
63,329
|
|
|
17,069
|
|
||||
Interest income, net
|
920
|
|
|
752
|
|
|
952
|
|
|
838
|
|
||||
Non-operating income (expense)
|
3,312
|
|
|
(7
|
)
|
|
(107
|
)
|
|
(20
|
)
|
||||
Income from continuing operations before income taxes and (loss) income from Town Shoes
|
77,804
|
|
|
60,326
|
|
|
64,174
|
|
|
17,887
|
|
||||
Income tax provision
|
(29,096
|
)
|
|
(22,486
|
)
|
|
(25,575
|
)
|
|
(6,649
|
)
|
||||
(Loss) income from Town Shoes
|
(1,342
|
)
|
|
(230
|
)
|
|
696
|
|
|
525
|
|
||||
Net income
|
$
|
47,366
|
|
|
$
|
37,610
|
|
|
$
|
39,295
|
|
|
$
|
11,763
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
(1)
:
|
$
|
0.53
|
|
|
$
|
0.42
|
|
|
$
|
0.44
|
|
|
$
|
0.14
|
|
|
Thirteen weeks ended
|
||||||||||||||
|
May 3, 2014
|
|
August 2, 2014
|
|
November 1, 2014
|
|
January 31, 2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
598,947
|
|
|
$
|
587,096
|
|
|
$
|
669,872
|
|
|
$
|
640,177
|
|
Cost of sales
|
(410,942
|
)
|
|
(415,192
|
)
|
|
(451,315
|
)
|
|
(463,622
|
)
|
||||
Operating expenses
|
(126,754
|
)
|
|
(118,582
|
)
|
|
(138,720
|
)
|
|
(128,480
|
)
|
||||
Operating profit
|
61,251
|
|
|
53,322
|
|
|
79,837
|
|
|
48,075
|
|
||||
Interest income, net
|
991
|
|
|
659
|
|
|
737
|
|
|
734
|
|
||||
Income from continuing operations before income taxes and income from Town Shoes
|
62,242
|
|
|
53,981
|
|
|
80,574
|
|
|
48,809
|
|
||||
Income tax provision
|
(23,603
|
)
|
|
(20,860
|
)
|
|
(32,069
|
)
|
|
(19,860
|
)
|
||||
Income from Town Shoes
|
—
|
|
|
849
|
|
|
1,049
|
|
|
1,915
|
|
||||
Income from continuing operations
|
38,639
|
|
|
33,970
|
|
|
49,554
|
|
|
30,864
|
|
||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
358
|
|
|
—
|
|
|
(86
|
)
|
||||
Net income
|
$
|
38,639
|
|
|
$
|
34,328
|
|
|
$
|
49,554
|
|
|
$
|
30,778
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
(1)
:
|
$
|
0.42
|
|
|
$
|
0.38
|
|
|
$
|
0.55
|
|
|
$
|
0.34
|
|
Exhibit
No.
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. Incorporated by reference to Exhibit 2.1 to Form 8-K/A (file no. 001-32545) filed February 25, 2011.
|
2.2
|
|
Agreement of Purchase and Sale, dated October 31, 2012, among DSW Inc., 4300 East Fifth Avenue LLC, 4300 Venture 34910 LLC, and 4300 Venture 6729 LLC. Incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-32545) filed November 1, 2012.
|
2.3#
|
|
Stock Purchase Agreement, dated February 16, 2016, among DSW Shoe Warehouse, Inc. and Ebuys, Inc. Incorporated by reference to Exhibit 2.1 to DSW's Form 8-K (file no. 001-32545) filed February 17, 2016.
|
3.1
|
|
Amended and Restated Articles of Incorporation of DSW Inc. dated November 1, 2013. Incorporated by reference to Exhibit 3.1 to DSW's Form 8-K (file no. 001-32545) filed November 4, 2013.
|
3.2
|
|
Amended and Restated Code of Regulations of the registrant. Incorporated by reference to the same exhibit to Form 10-K (file no. 001-32545) filed April 13, 2006.
|
4.1
|
|
Specimen Class A Common Shares certificate. Incorporated by reference to the same exhibit to Form 10-K (file no. 001-32545) filed April 13, 2006.
|
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. 001-10767) 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 10.5 to Retail Ventures’ Form 8-K (file no. 001-10767) filed July 11, 2005.
|
10.2#
|
|
Employment Agreement, dated March 4, 2005, between Deborah L. Ferrée and DSW Inc. Incorporated by reference to Exhibit 10.4 to Form S-1 (Registration Statement No. 333-123289) filed March 14, 2005.
|
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. 001-32545) filed April 17, 2008.
|
10.2.2#*
|
|
Second Amendment to Employment Agreement, dated February 12, 2016, between Deborah L. Ferrée and DSW Inc.
|
10.3#
|
|
DSW Inc. 2014 Long-Term Incentive Plan. Incorporated by reference to Appendix C to Form DEF 14A (file no. 001-32545) filed April 30, 2014.
|
10.3.1#
|
|
Form of Restricted Stock Units Award Agreement for Employees. Incorporated by reference to Exhibit 10.3.1 to Form 10-K (file no. 001-32545) filed March 26, 2015.
|
10.3.2#
|
|
Form of Stock Units for automatic grants to non-employee directors. Incorporated by reference to Exhibit 10.3.2 to Form 10-K (file no. 001-32545) filed March 26, 2015.
|
10.3.3#
|
|
Form of Nonqualified Stock Option Award Agreement for Employees. Incorporated by reference to Exhibit 10.3.3 to Form 10-K (file no. 001-32545) filed March 26, 2015.
|
10.3.4#
|
|
Form of Performance-Based Restricted Stock Units Award Agreement for Employees. Incorporated by reference to Exhibit 10.3.4 to Form 10-K (file no. 001-32545) filed March 26, 2015.
|
10.4
|
|
$50,000,000 Revolving Credit Facility Amended and Restated Credit Agreement, between DSW Inc., as Borrower, and PNC Bank, National Association, as Lender dated August 2, 2013. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-32545) filed September 6, 2013.
|
10.5
|
|
Cost Sharing Agreement, dated November 1, 2012, between 4300 East Fifth Avenue LLC and 810 AC LLC, a wholly owned subsidiary of DSW. Incorporated by reference to Exhibit 10.1 to Form 8-K filed November 1, 2012.
|
10.6#
|
|
DSW Inc. 2005 Cash Incentive Compensation Plan. Incorporated by reference to Appendix B to Form DEF 14A (file no. 001-32545) filed April 30, 2014.
|
10.7
|
|
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. 001-10767) filed April 29, 2004.
|
10.7.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.8
|
|
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. 001-10767) filed April 29, 2004.
|
10.8.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.9
|
|
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. 001-10767) filed April 14, 2005.
|
10.10
|
|
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. 001-10767) filed April 14, 2005.
|
10.10.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.11
|
|
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 Tenant's 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. 001-10767) filed April 14, 2005.
|
10.11.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.12
|
|
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. 001-10767) filed April 14, 2005.
|
10.12.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.13
|
|
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. 001-10767) filed April 14, 2005.
|
10.13.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.14
|
|
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. 001-10767) filed April 14, 2005.
|
10.14.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.15
|
|
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. 001-10767) filed April 14, 2005.
|
10.15.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.16
|
|
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. 001-10767) filed April 14, 2005.
|
10.16.1
|
|
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. 001-10767) filed May 12, 2005.
|
10.17
|
|
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. Incorporated by reference to Exhibit 10.42 to 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.
|
10.17.1
|
|
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. Incorporated by reference to the Exhibit 10.42.1 to 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.
|
10.18
|
|
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. 001-10767) filed April 14, 2005.
|
10.18.1
|
|
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. 001-32545) filed April 17, 2008.
|
10.19
|
|
Form of Indemnification Agreement between DSW Inc. and its officers and directors. Incorporated by reference to Exhibit 10.44 to Form S-1 (Registration Statement No. 333-123289) Amendment No. 4 filed June 27, 2005.
|
10.20
|
|
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. Incorporated by reference to Exhibit 10.45 to Form 10-K (file no. 001-32545) filed April 13, 2006.
|
10.21
|
|
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. 001-32545) filed December 6, 2006.
|
10.22
|
|
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. 001-32545) filed December 6, 2006.
|
10.23
|
|
Management Agreement, dated November 1, 2012, between Schottenstein Property Group, LLC and 810 AC LLC, a wholly owned subsidiary of DSW. Incorporated by reference to Exhibit 10.2 to Form 8-K (file no. 001-32545) filed November 1, 2012.
|
10.24
|
|
Amendment to Master Separation Agreement between DSW Inc. and Retail Ventures, Inc., dated May 26, 2011. Incorporated by reference to Exhibit 10.1 to Form 8-K (file No. 001-32545) filed May 26, 2011.
|
10.25
|
|
Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc. and Stein Mart, Inc. Incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-32545) filed June 5, 2006.
|
10.26#
|
|
Nonqualified Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-32545) filed December 13, 2007.
|
10.27
|
|
Agreement of Lease, dated October 1, 2007, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-32545) filed March 6, 2008.
|
10.27.1
|
|
Lease Amendment to Agreement of Lease, dated September 29, 2009, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-32545) filed December 3, 2009.
|
10.27.2
|
|
Second Lease Amendment to Agreement of Lease, dated November 30, 2010, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.56.2 to Form 10-K (file no. 001-32545) filed March 22, 2011.
|
10.28
|
|
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 dsw.com. Incorporated by reference to Exhibit 10.5 to Form 8-K (file no. 001-32545) filed March 6, 2008.
|
10.29#
|
|
Employment Agreement, dated March 27, 2009, between William L. Jordan and DSW Inc. Incorporated by reference to Exhibit 10.61 to Form 10-K (file no. 001-32545) filed April 1, 2009.
|
10.29.1#*
|
|
First Amendment to Employment Agreement, dated November 9, 2015, between William L. Jordan and DSW Inc.
|
10.30
|
|
Lease, dated August 26, 2010, by and between JLP Nashua NH LLC, an affiliate of Schottenstein Stores Corporation, and DSW Shoe Warehouse, Inc., re: Nashua, NH store. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 001-32545) filed December 1, 2010.
|
10.31#
|
|
Employment Agreement, dated December 11, 2007, between Carrie S. McDermott and DSW Inc. Incorporated by reference to Exhibit 10.66 to Form 10-K (file no. 001-32545) filed March 22, 2011.
|
10.31.1#*
|
|
First Amendment to Employment Agreement, dated February 24, 2016, between Carrie S. McDermott and DSW Inc.
|
10.32
|
|
Lease, dated July 19, 2000, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Value City Department Stores, Inc., as modified by Lease Modification Agreement, dated November 2, 2000, re: 3704 W. Dublin-Granville Rd., Columbus, OH DSW/Filene's combo store. Incorporated by reference to Exhibit 10.56 to Retail Ventures’ Form 10-K (file no. 001-10767) filed April 14, 2005.
|
10.32.1
|
|
Assignment and Assumption of Lease Agreement, dated January 22, 2008, between Value City Department Stores LLC, Retail Ventures, Inc. and Jubilee-Sawmill LLC, an affiliate of Schottenstein Stores Corporation, re: 3704 W. Dublin-Granville Rd., Columbus, OH DSW/Filene's combo store. Incorporated by reference to Exhibit 10.55.1 to Retail Ventures’ Form 10-K (file no. 001-10767) filed April 25, 2008.
|
10.32.2
|
|
Lease Amendment to Agreement of Lease, by and between Jubilee-Sawmill LLC, an Ohio limited liability company, successor in interest to Jubilee Limited Partnership (“Landlord”), and DSW Shoe Warehouse, Inc. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-32545) filed December 6, 2013.
|
10.33
|
|
Consulting Agreement, dated January 10, 2013, between DSW Inc. and SB Capital Group, LLC. Incorporated by reference to Exhibit 10.45 to Form 10-K (file no. 001-32545) filed March 28, 2013.
|
10.34
|
|
Third Lease Amendment to Agreement of Lease, dated March 1, 2013, between 4300 Venture 34910 LLC, a Schottenstein Affiliate, and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-32545) filed June 7, 2013.
|
10.35
|
|
Letter of Credit Agreement dated as of August 2, 2013 among, DSW Inc. as the lead borrower, Wells Fargo Bank, National Association, as L/C Issuer. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 001-32545) filed September 6, 2013.
|
10.35.1*
|
|
Amendment to Letter of Credit Agreement dated as of January 11, 2016 among, DSW Inc. as the lead borrower and PNC Bank as the Lender.
|
10.36#
|
|
Amended Employment Agreement, dated March 19, 2014, between Roger Rawlins and DSW Inc. Incorporated by reference to Exhibit 10.50 to Form 10-K (file no. 001-32545) filed March 27, 2014.
|
10.36.1#
|
|
Employment Agreement, dated December 21, 2015, between Roger Rawlins and DSW Inc. Incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 001-32545) filed December 22, 2015.
|
10.37
|
|
Summary of Director Compensation. Incorporated by reference to Exhibit 10.1 to Form 10-Q filed September 5, 2014.
|
10.37.1*
|
|
Amended Summary of Director Compensation
|
10.38#
|
|
Employment Agreement, dated April 28, 2014, between Mary Meixelsperger and DSW Inc. Incorporated by reference to Exhibit 10.44 to Form 10-K (file no. 001-32545) filed March 26, 2015.
|
10.38.1#*
|
|
First Amendment to Employment Agreement, dated February 12, 2016, between Mary Meixelsperger and DSW Inc.
|
10.39#*
|
|
Employment Agreement, dated January 4, 2016, between Simon Nankervis and DSW Inc.
|
|
|
|
18.1
|
|
Preferability letter on change in classification of tax interest and penalties from Deloitte & Touche, LLP, dated June 4, 2015. Incorporated by reference to Exhibit 18.1 to Form 10-Q (file no. 001-32545) filed June 4, 2015.
|
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.
|
101*
|
|
XBRL Instance documents
|
*
|
Filed herewith.
|
#
|
Management contract or compensatory plan or arrangement.
|
Date:
|
February 12, 2016
|
By:
|
/s/ Deborah L. Ferree
|
|
|
|
Deborah L. Ferree
|
|
|
|
Executive
|
|
|
|
|
|
|
By:
|
/s/ Thomas Jessep
|
|
|
|
Thomas Jessep
|
|
|
|
SVP, Human Resources
|
1.
|
Section 5.06 of the Agreement is hereby amended by replacing subsection [4] in its entirety with the following:
|
Date:
|
November 9, 2015
|
By:
|
/s/ William Jordan
|
|
|
|
William Jordan
|
|
|
|
Executive
|
|
|
|
|
|
|
By:
|
/s/ Thomas Jessep
|
|
|
|
Thomas Jessep
|
|
|
|
SVP, Human Resources
|
1.
|
Section 5.06 of the Agreement is hereby amended by replacing subsection [4] in its entirety with the following:
|
Date:
|
February 24, 2016
|
By:
|
/s/ Carrie McDermott
|
|
|
|
Carrie McDermott
|
|
|
|
Executive
|
|
|
|
|
|
|
By:
|
/s/ Thomas Jessep
|
|
|
|
Thomas Jessep
|
|
|
|
SVP, Human Resources
|
4.1
|
the Lender shall have received from the Borrower an Amended
a
nd Restat
e
d Revolving Credit Note in the amount of the Revolving Credit Commitment (after giving effect to this Amendment) and otherwise in a form satisfactory to the Lender and the Borrower;
|
4.2
|
the Lender shall have received a certificate, dated the Effective Date, of the Loan Parties (i) as to the incumbency of the signatories to this Amendment and the related documents; (ii) certifying and attaching copies of the articles of incorporation
,
articles of organization, regulations, operating agreement or other applicable chatter documents of each Loan Party (or, if certified copies of such document
s
have previously been delivered to the Lender in connection with the Credit Agreement and are unchanged, certification of no changes to such documents), and (iii) certifying and attaching resolutions of the board of directors or other governing body of each Loan Party authorizing the execution, delivery and performance of this Amendment and the related documents; and
|
4.3
|
no Potential Default or Event of Default shall have occurred and be co
n
tinuing on the date hereof.
|
5.1
|
Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.
|
5.2
|
Except as specifically amended and modified above
,
the Credit Agreement and the other Loan Documents shall remain in full force and effect
,
and are hereby ratified and confirmed.
|
5.3
|
The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender, nor constitute a waiver of any provision of the Credit Agreement, any othe
r
Loan Document, or any other document, instrument and agreement executed and/or delivered in connection with the Credit Agreement.
|
7.
|
Costs and Expenses.
The Borrower agrees to pay all reasonable and documented costs
,
fees and expenses (including reasonable attorneys' fees and expenses charged to the Lender) incurred by the Lender in connection with the preparation, execution and delivery of this Amendment and the related documents;
provided
,
however
, that such attorneys' fees shall not exceed the aggregate sum of $4,500.
|
8.2
|
All representations, warranties, and covenants made by any Loan Party herein will survive the execution and delivery of this Amendment.
|
8.3
|
This Amendment may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
|
8.4
|
The parties hereto have participated jointly in the negotiation and drafting of this Amendment. If any ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the
|
8.5
|
This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio, without regard to conflict of laws principles.
|
Date:
|
January 11, 2016
|
Borrower:
|
/s/ Jared Poff
|
|
|
|
Jared Poff
|
|
|
|
Vice President Finance and Business Development and Treasurer
|
|
|
|
DSW SHOE WAREHOUSE, INC.
|
|
|
|
|
|
|
Lender:
|
/s/ George M Gevas
|
|
|
|
George M Gevas
|
|
|
|
Senior Vice President
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION
|
•
|
An annual cash retainer of $75,000;
|
•
|
An annual equity retainer of $140,000; and
|
•
|
An additional annual retainer for committee service for each committee on which such director serves (provided that the committee chairs do not receive such additional retainer) as follows:
|
•
|
The annual cash retainer and the additional annual retainer for committee service are payable in quarterly installments on the last day of each fiscal quarter; and
|
•
|
The annual equity retainer is payable on the date of each annual meeting of the shareholders for the purpose of electing directors, determined by dividing the amount of the retainer by the share price of our Class A Common Shares on the grant date.
|
Date:
|
February 12, 2016
|
By:
|
/s/ Mary Meixelsperger
|
|
|
|
Mary Meixelsperger
|
|
|
|
Executive
|
|
|
|
|
|
|
By:
|
/s/ Thomas Jessep
|
|
|
|
Thomas Jessep
|
|
|
|
SVP, Human Resources
|
Date:
|
January 4, 2016
|
By:
|
/s/ Simon Nankervis
|
|
|
|
Simon Nankervis
|
|
|
|
Executive
|
|
|
|
|
|
|
By:
|
/s/ Thomas Jessep
|
|
|
|
Thomas Jessep
|
|
|
|
SVP, Human Resources
|
DSW Inc.
|
||||||
Ref.
No.
|
|
Name
|
|
Jurisdiction of
Incorporation
|
|
Parent
Company No.
|
1
|
|
DSW Inc.
|
|
Ohio
|
|
N/A
|
2
|
|
DSW Shoe Warehouse, Inc.
|
|
Missouri
|
|
1
|
3
|
|
Brand Card Services LLC
|
|
Ohio
|
|
1
|
4
|
|
DSW Information Technology LLC
|
|
Ohio
|
|
1
|
5
|
|
eTailDirect LLC
|
|
Delaware
|
|
2
|
6
|
|
Mint Studio LLC
|
|
Ohio
|
|
1
|
7
|
|
DSW MS LLC
|
|
Ohio
|
|
1
|
8
|
|
DSW Leased Business Division LLC aka Affiliated Business Group
|
|
Ohio
|
|
2
|
9
|
|
810 AC LLC
|
|
Ohio
|
|
1
|
10
|
|
DSW PR LLC
|
|
Puerto Rico
|
|
2
|
11
|
|
Retail Ventures Services, Inc.
|
|
Ohio
|
|
7
|
12
|
|
DSW Shoe Warehouse Lux S.a.r.l.
|
|
Luxembourg
|
|
2
|
13
|
|
DSW Canada TS, Inc.
|
|
Canada
|
|
12
|
Date:
|
March 24, 2016
|
By:
|
/s/ Roger Rawlins
|
|
|
|
Roger Rawlins
|
|
|
|
Chief Executive Officer
|
Date:
|
March 24, 2016
|
By:
|
/s/ Mary Meixelsperger
|
|
|
|
Mary Meixelsperger, Senior 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:
|
March 24, 2016
|
By:
|
/s/ Roger Rawlins
|
|
|
|
Roger Rawlins,
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.
|
(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:
|
March 24, 2016
|
By:
|
/s/ Mary Meixelsperger
|
|
|
|
Mary Meixelsperger,
|
|
|
|
Senior 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.
|