DSW 2013 Annual Report Download

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℠
FORM 10-K
DSW Inc. - DSW
Filed: March 27, 2014 (period: February 01, 2014)
Annual report with a comprehensive overview of the company
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of contents

  • Page 1
    ... Researchâ„ FORM 10-K DSW Inc. - DSW Filed: March 27, 2014 (period: February 01, 2014) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all...

  • Page 2
    ... or organization) 810 DSW Drive, Columbus, Ohio (Tddress of principal executive offices) 43219 (Zip Code) Registrant's telephone number, including area code (614) 237-7100 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered...

  • Page 3
    ... 9B. Other Information PTRT III 10. Directors, Executive Officers and Corporate Governance 11. Executive Compensation 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 13. Certain Relationships and Related Transactions, and Director Independence 14...

  • Page 4
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 5
    ... risks related to our information systems and data; failure to retain our key executives or attract qualified new personnel; our competitiveness with respect to style, price, brand availability and customer service; our reliance on our DSW Rewards program to drive traffic, sales and customer loyalty...

  • Page 6
    ... DSW, we're focused on providing the best shoe shopping experience possible. Through our Affiliated Business Group, we partner with three other retailers to help build and optimize their footwear businesses. From supplying product to supporting in-store experiences in 356 shoe departments, DSW helps...

  • Page 7
    ...DSW stores. Our drop ship capability allows us to sell product online 3 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 8
    ... for a sale event. In order to provide additional value to our customers, we maintain a loyalty program, DSW Rewards, which rewards customers for shopping, both in stores and online. DSW Rewards members earn reward certificates that offer discounts on future purchases. Reward certificates expire...

  • Page 9
    ... vendor offerings and identify new vendor and category opportunities. In fiscal 2014, we will offer jewelry in all DSW stores. We will continue investments in planning and distribution systems to improve our inventory and markdown management. Investment in Our Infrastructure As we grow our business...

  • Page 10
    ..., record sales of merchandise net of returns and provide management oversight. Our affiliated business partners provide the sales associates and retail space. We pay a percentage of net sales as rent. As of February 1, 2014 , we supplied merchandise to 262 Stein Mart stores, 93 Gordmans stores and...

  • Page 11
    ... retailers, we have not traditionally experienced a significant increase in net sales during our fourth quarter associated with the winter holiday season. Available Information DSW electronically files reports with the Securities and Exchange Commission ("SEC"), including annual reports on Form...

  • Page 12
    ... our business and financial performance. Our continued and future growth largely depends on our ability to successfully open and operate new DSW stores on a profitable basis as part of our real estate strategy. During fiscal 2013 , 2012 and 2011, we opened 30, 39 and 17 new DSW stores, respectively...

  • Page 13
    ... our business and operations. For our DSW stores and affiliated businesses, the majority of our inventory is shipped directly from suppliers to our primary distribution center in Columbus, Ohio, where the inventory is then processed, sorted and shipped to one of our pool locations located throughout...

  • Page 14
    ... in particular, the retail sales environment; changes in our merchandising strategy; timing and concentration of new DSW store openings and related new store and other start-up costs; levels of new store expenses associated with new DSW stores; changes in our merchandise mix; changes in and regional...

  • Page 15
    ... loyalty. DSW Rewards members earn reward certificates that offer discounts on future purchases. In fiscal 2013 , shoppers in the loyalty program generated approximately 90% of DSW store and dsw.com sales versus approximately 89% of DSW store and dsw.com sales in fiscal 2012 . As of February 1, 2014...

  • Page 16
    ... governmental policies; changes in import duties or quotas; compliance with trade and foreign tax laws; and local business practices, including compliance with foreign laws and with domestic and international labor standards. We require our vendors to operate in compliance with applicable laws and...

  • Page 17
    ...the executive chairman of the DSW board of directors, and members of his family, directly control or substantially influence the outcome of matters submitted for DSW shareholder votes, and their interests may differ from DSW's other shareholders. As of February 1, 2014 , the Schottenstein Affiliates...

  • Page 18
    ... with terms of five years each. Our primary distribution facility, our corporate office headquarters and our dsw.com fulfillment center are located in Columbus, Ohio. 14 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 19
    ... Square lease. RVI guaranteed Filene's Basement's obligations for the Union Square location when RVI owned Filene's Basement. In February 2012, the landlord at the Union Square location brought a lawsuit against Merger Sub in the Supreme Court of the State of New York ("the Court") seeking payment...

  • Page 20
    ..., associates, corporations, or other entities identified in security position listings maintained by depositories. The following table provides the quarterly market prices of our Class A Common Shares as reported on the NYSE and cash dividends per share for 2013 and 2012: Market Price High...

  • Page 21
    ... number of shares withheld November 3, 2013 to November 30, 2013 December 1, 2013 to January 4, 2014 January 5, 2014 to February 1, 2014 Average price paid per share - 75 - 75 - $ 41.84 - Total number of shares purchased as part of publicly announced programs - 38 - 38 Approximate dollar value...

  • Page 22
    ... in Item 7 of this Annual Report on Form 10-K. Fiscal years ended (1) 2/1/2014 2/2/2013 1/28/2012 1/29/2011 1/30/2010 (dollars in thousands, except per share and net sales per average gross square foot) Statement of Operations Data (2): Net sales(3) Gross profit (4) Change in fair value of...

  • Page 23
    ...) (13) DSW segment net sales per average gross square foot (14) $ Number of affiliated business departments at end of period Total comparable sales change(11) 352 13.2% 356 3.2% 5.5% _____ (1) See Note 4 to the Consolidated Financial Statements included elsewhere in this Annual Report on form 10...

  • Page 24
    ... sales for fiscal 2012 are based on a 53-week year. In fiscal 2013, DSW changed the measure to DSW segment net sales to better reflect the omni-channel nature of our business with the addition of charge-send, shoephoria and drop ship capabilities. 20 Source: DSW Inc., 10-K, March 27, 2014 Powered...

  • Page 25
    ... began supplying merchandise to Stein Mart's e-commerce website. DSW has two reportable segments: the DSW segment, which includes the DSW stores and dsw.com sales channels, and the Affiliated Business Group segment. Over the past two years, we have taken important steps in our omni-channel strategy...

  • Page 26
    ...2, 2013 Increase in comparable sales Increase from luxury test sales Net increase from non-comparable and closed store sales and 53rd week Net sales for the fiscal year ended February 1, 2014 The following table summarizes our net sales by reportable segment and in total: 18.4 $ 88.5 2,368.7 DSW...

  • Page 27
    ... our opening of 30 new DSW stores in fiscal 2013 . The increase in total net sales for our Affiliated Business Group segment was primarily the result of comparable sales growth and the net addition of 12 new shoe departments and 9 Loehmann's locations in fiscal 2013 . Gross Profit. Gross profit is...

  • Page 28
    ... 2012 Increase in comparable sales for the 52 weeks ended January 26, 2013 Net increase from non-comparable and closed store sales and 53rd week Net sales for the fiscal year ended February 2, 2013 $ (in millions) 2,024.3 $ 105.9 127.6 2,257.8 24 Source: DSW Inc., 10-K, March 27, 2014 Powered...

  • Page 29
    ... and accessories by 9%. Our noncomparable sales growth is attributable to both stores opened in fiscal 2011 as well as our net increase of 38 DSW stores in fiscal 2012. The decrease in total net sales for our Affiliated Business Group segment was the result of the bankruptcy of Filene's Basement in...

  • Page 30
    Table of Contents growth initiatives surrounding the reconfiguration of the Columbus distribution center and the expansion of the dsw.com fulfillment center. Gross profit for the Affiliated Business Group segment increased as a percentage of net sales for fiscal 2012 primarily due to a decrease in...

  • Page 31
    ... corporate office headquarters and distribution center during fiscal 2012 , we incurred $99.8 million in capital expenditures, of which $69.3 million related to stores, $30.5 million related to information technology, the reconfiguration of the Columbus distribution center, the expansion of the dsw...

  • Page 32
    ... of the dsw.com fulfillment center in fiscal 2012 to support business growth. With the purchase of our corporate office headquarters for $72 million in fiscal 2012, we have the ability to gradually expand our campus as needed. Currently, portions of the properties are leased to related and unrelated...

  • Page 33
    ... that it would close its remaining stores. RVI may become subject to risks associated with the bankruptcy filing by Value City, if creditors whose obligations RVI has guaranteed are not paid. As of both February 1, 2014 and February 2, 2013 , the amount of guarantees of Value City commitments was...

  • Page 34
    ... Square, NY- RVI guaranteed Filene's Basement's obligations for the Union Square location when RVI owned Filene's Basement, and the landlord at the Union Square location has brought a lawsuit against Merger Sub in the Supreme Court of the State of New York seeking payment under the guarantee. DSW...

  • Page 35
    ...-send sales, we estimate a time lag for shipments to record revenue when the We believe a one day change in our estimate customer receives the goods. would not materially impact our revenue. 31 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information...

  • Page 36
    ... time the retail value of the inventory is lowered through the use of markdowns, which are reductions in prices due to customers' perception of value. Hence, earnings are negatively impacted as the merchandise is marked down prior to sale. Markdowns establish a new cost basis for inventory. Changes...

  • Page 37
    ... Contents Policy Judgments and Estimates Effect if Tctual Results Differ from Tssumptions Customer Loyalty Program. We maintain a customer loyalty program for the DSW stores and dsw.com sales channels in which program members earn reward certificates that result in discounts on future purchases...

  • Page 38
    ... internal control over financial reporting. ITEM 9B. None. OTHER INFORMTTION. Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely...

  • Page 39
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 40
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 41
    ... Financial Statements The documents listed below are filed as part of this Form 10-K: Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the years ended February 1, 2014, February 2, 2013 and January 28, 2012 Consolidated Statements of Comprehensive...

  • Page 42
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 43
    ... as a reverse merger with RVI as the accounting acquirer and the Company (the surviving legal entity) as the accounting acquiree. /s/ DELOITTE & TOUCHE LLP Columbus, Ohio March 27, 2014 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained...

  • Page 44
    ... Income from continuing operations Income from discontinued operations, net of tax - Value City Department Stores Income (loss) from discontinued operations, net of tax - Filene's Basement February 2, 2013 January 28, 2012 February 1, 2014 2,368,668 $ 2,257,778 $ 2,024,329 (1,533,058) (1,370,382...

  • Page 45
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 46
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 47
    ... shares RVI stock-based compensation expense, before related tax effects Exercise of RVI stock options, net of settlement of taxes 9,245 (345) 157 1,051 - 216 Exercise of warrant 192 Merger-related share and shareholders' equity activity: Purchase of noncontrolling interest Exchange of Class...

  • Page 48
    ... FEBRUTRY 1, 2014, FEBRUTRY 2, 2013 TND JTNUTRY 28, 2012 (continued) (in thousands ) Number of Shares Class T Common Class B Common Common Shares Shares Treasury Shares shares paid in capital Retained earnings/ Treasury (accumulated shares deficit) Basis difference related to acquisition...

  • Page 49
    ... (139,618) January 28, 2012 11,000 (11,000) February 1, 2014 Cash flows (used in) financing activities: Loan proceeds from related party loan Payment of related party loan Proceeds from exercise of RVI and DSW stock options Cash remitted by DSW to satisfy income tax withholdings for shares withheld...

  • Page 50
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 51
    ... offers a wide assortment of brand name dress, casual and athletic footwear and accessories for women and men. As of February 1, 2014 , DSW operated a total of 394 stores located in 42 states, the District of Columbia and Puerto Rico. During fiscal 2013 , 2012 and 2011, DSW opened 30, 39 and 17 new...

  • Page 52
    ...corporate expenses. Corporate expenses include expenses related to buying, information technology, depreciation expense for corporate cost centers, marketing, legal, finance, outside professional services, customer service center expenses, payroll and benefits for associates and payroll taxes. Stock...

  • Page 53
    ... the number of units granted by the grant date closing market price. New Store Costs- Costs associated with the opening of stores are expensed as incurred. New store costs, primarily pre-opening rent and marketing expenses, were $7.9 million , $16.0 million and $6.7 million for fiscal 2013 , 2012...

  • Page 54
    ...February 1, 2014 or February 2, 2013. DSW does not hold or issue derivative financial instruments for trading purposes. DSW, and prior to the Merger, RVI, estimated the fair values of derivatives based on the Black-Scholes pricing model using current market information. The embedded exchange feature...

  • Page 55
    ... time the retail value of the inventory is lowered through the use of markdowns, which are reductions in prices due to customers' perception of value. Hence, earnings are negatively impacted as the merchandise is marked down prior to sale. Markdowns establish a new cost basis for inventory. Changes...

  • Page 56
    ...million as of February 1, 2014 and February 2, 2013, respectively. Customer Loyalty Program- DSW maintains a customer loyalty program for the DSW stores and dsw.com sales channels in which program members earn reward certificates that result in discounts on future purchases. Upon reaching the target...

  • Page 57
    ...that were publicly held prior to the Merger; RVI declared and implemented a reverse stock split at an exchange ratio of 0.435 applicable to all outstanding Common Shares; • • RVI established a new class of unregistered common shares, Class B Common Shares, with special voting rights. DSW Class...

  • Page 58
    ...related parties as of February 2, 2013 . Corporate Office Headquarters and Distribution Center Acquisition - On October 31, 2012 , DSW entered into an agreement of purchase and sale (the "Purchase Agreement") with 4300 East Fifth Avenue LLC, an Ohio limited liability company, 4300 Venture 34910 LLC...

  • Page 59
    ... closing of the Merger. DSW repaid RVI's borrowings of F- 16 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes...

  • Page 60
    ...2013, DSW paid a Schottenstein Affiliate approximately $0.4 million to modify the lease related to its existing Sawmill store location in Dublin, Ohio. As a result, the deferred rent balance is in a long-term prepaid balance of $0.5 million . 6. ETRNINGS PER SHTRE TND SHTREHOLDERS' EQUITY Earnings...

  • Page 61
    ... to 11.2 million). The DSW Plan covers stock options, RSUs, PSUs and director stock units. Eligible recipients include key employees of DSW and affiliates, as well as directors of DSW. Options generally vest 20% per year on a cumulative basis. Options granted under the DSW Plan generally remain...

  • Page 62
    ... used in the Black-Scholes pricing model for DSW options granted in each of the periods presented: Fiscal years ended Assumptions: Risk-free interest rate Annual volatility of DSW common stock Expected option term Dividend yield February 1, 2014 0.7% 53.4% 4.7 years 1.3% February 2, 2013...

  • Page 63
    ... Intrinsic Value 295 F- 20 $ 23.60 1.4 years $ 11,094 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes...

  • Page 64
    ...related to these grants. Stock units are automatically granted to each director who is not an employee of DSW or RVI on the date of each annual meeting of shareholders for the purpose of electing directors. Each non-employee director is granted stock units based on the fair market value of DSW Class...

  • Page 65
    ... after the Merger, DSW paid $7.0 million related to the settlement of these options and SARs, which was treated as a reduction of additional paid in capital, and converted the remaining RVI options to options exercisable for DSW Class A Common Shares. DSW recorded additional stock-based compensation...

  • Page 66
    ... in the Credit Facility. An additional covenant limits payments for capital expenditures to $200 million in any fiscal year. DSW paid $86.4 million for capital expenditures in fiscal 2013 . F- 23 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information...

  • Page 67
    ... on the balance sheet within current liabilities. F- 24 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all...

  • Page 68
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 69
    ...: Gift cards and merchandise credits Compensation Taxes Customer loyalty program Other Total accrued expenses $ $ February 1, 2014 February 2, 2013 (in thousands) 37,651 $ 33,831 18,043 19,711 13,581 16,192 19,547 18,407 26,875 35,058 115,697 $ 123,199 13. NON-CURRENT LITBILITIES The balance...

  • Page 70
    ... that RVI assumed as part of its sale of Filene's Basement in fiscal 2009. On December 1, 2011, DSW adopted a plan amendment to terminate the plan with a proposed termination date of March 11, 2012. In April 2013, DSW received a favorable determination letter from the Internal Revenue Service, began...

  • Page 71
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 72
    ... Plan each year but has not for the past three F- 29 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 73
    ... of guarantees of Value City commitments was $0.1 million . F- 30 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 74
    ... as gross profit, which is defined as net sales less cost of sales. All operations are located in the United States and its territories. The goodwill balance of $25.9 million outstanding as of February 1, 2014 and February 2, 2013 is recorded in the DSW segment related to the DSW stores. In order to...

  • Page 75
    ... As of and for the fiscal year ended February 1, 2014 Net sales Gross profit Capital expenditures Total assets As of and for the fiscal year ended February 2, 2013 Net sales Gross profit Capital expenditures Total assets Affiliated Business Group Other (in thousands) DSW Inc. $ 2,230,996 710,972...

  • Page 76
    ... operations based upon the statutory federal income tax rate: Fiscal years ended February 1, 2014 Income tax expense at federal statutory rate State and local taxes-net $ Warrants PIES Merger related items Other Income tax provision (benefit) $ February 2, 2013 (in thousands) 84,215 85,402...

  • Page 77
    ... related to RVI's basis in DSW. RVI's tax basis of its investment in DSW was below its book basis in the shares and RVI had recorded a deferred tax liability for the gain on eventual sales of the DSW stock. When the merger closed, the parent/subsidiary relationship that caused the basis difference...

  • Page 78
    ...ending amount of unrecognized tax benefits as of the periods presented: February 1, 2014 Beginning balance Additions for tax positions taken in the current year Reductions for tax positions taken in prior years: Changes in judgment Lapses of applicable statutes of limitations Settlements during the...

  • Page 79
    ...quarterly dividend will be paid on April 15, 2014 to shareholders of record at the close of business on April 4, 2014 . F- 36 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 80
    ...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 DSW's Form 8-K/A (file no. 1-32545) filed February 25, 2011. Agreement of Purchase and Sale, dated October 31, 2012, among DSW Inc., 4300 East Fifth...

  • Page 81
    ... Retail Ventures' Form 10K/A (file no. 1-10767) filed May 12, 2005. E-2 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 82
    ... 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...

  • Page 83
    ..., 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...

  • Page 84
    ... Executive Officer. Section 1350 Certification - Principal Financial Officer. XBRL Instance documents _____ * Filed herewith. # Management contract or compensatory plan or arrangement. E-5 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information...

  • Page 85
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 86
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 87
    ..., estimates, nricing data, customer lists, buying manuals or nrocedures, distribution manuals or nrocedures, other nolicy and nrocedure manuals or handbooks, sunnlier information, tax records, nersonnel histories and records, information regarding sales, information regarding nronerties and any...

  • Page 88
    ...any business that directly comnetes with the Groun's (or any Groun Member's) business, which is understood by the Parties to be the sale of significant branded or discount and off-nrice shoes at denartment stores, snecialty retail stores or online footwear retailers. Illustrations of businesses that...

  • Page 89
    ... to the Groun or any Groun Member. Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages...

  • Page 90
    ... last day of the year in which the Executive becomes Disabled. Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes...

  • Page 91
    ...04 will annly if, after the Executive Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages...

  • Page 92
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 93
    ...Groun and each Groun Member and their executives, officers, directors, agents, attorneys, successors and assigns, from any and Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not...

  • Page 94
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 95
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 96
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 97
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 98
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 99
    .... 4.01 Scope of Duties . The Executive will: Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any...

  • Page 100
    ..., estimates, nricing data, customer lists, buying manuals or nrocedures, distribution manuals or nrocedures, other nolicy and nrocedure manuals or handbooks, sunnlier information, tax records, nersonnel histories and records, information regarding sales, information regarding nronerties and any...

  • Page 101
    ... job title) for any business that directly comnetes with the Groun's (or any Groun Member's) business, which is understood by the Parties to be the sale of significant branded or discount and off-nrice shoes and accessories at denartment stores, snecialty retail stores or home shonning network clubs...

  • Page 102
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 103
    ... stock ontions that are then vested when the Executive Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes...

  • Page 104
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 105
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 106
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 107
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 108
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 109
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 110
    ...other whether Executive is a "key emnloyee" under Section 409A. Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes...

  • Page 111
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...

  • Page 112
    ... to be executed on the day and year first written above. Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all...

  • Page 113
    ... Delaware limited liability company By: /s/ Dathard V. Steele Its: CFO Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user...

  • Page 114
    ...Puerto Rico Ohio Parent 5 6 7 8 9 10 11 DSW Inc. DSW Shoe Warehouse, Inc. Brand Card Services LLC DSW Information Technology LLC eTailDirect LLC Mint Studio LLC DSW MS LLC DSW Leased Business Division LLC aka Affiliated Business Group 810 AC LLC DSW PR LLC Retail Ventures Services, Inc. Company...

  • Page 115
    ...'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of DSW Inc. for the year ended February 1, 2014. /s/ DELOITTE & TOUCHE LLE Columbus, Ohio March 27, 2014 Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information...

  • Page 116
    ... and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission (the "Commission"), the Corporation's Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended February 1, 2014, and likewise to sign and file with the Commission any and...

  • Page 117
    ... MacDonald, President and Chief Executive Officer Source: DSW Inc., 10-K, March 27, 2014 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 118
    ...involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 27, 2014 By: /s/ Douglas J. Probst Douglas J. Probst, Executive Vice President and Chief Financial Officer Source: DSW Inc., 10-K, March 27, 2014 Powered...

  • Page 119
    ... with the Annual Report of DSW Inc. (the "Company") on Form 10-K for the fiscal year ended February 1, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael R. MacDonald, President and Chief Executive Officer of the Company, certify, pursuant...

  • Page 120
    ...CERTIFICATION * In connection with the Annual Report of DSW Inc. (the "Company") on Form 10-K for the fiscal year ended February 1, 2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Douglas J. Probst, Executive Vice President, and Chief Financial Officer...

  • Page 121
    ... distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee...