DSW 2015 Annual Report Download

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FORM 10-K
DSW Inc. - DSW
Filed: March 24, 2016 (period: January 30, 2016)
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 24, 2016 (period: January 30, 2016) 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
    ... BY REFERENCE Portions of the Company's Proxy Statement relating to fiscal 2015 for the Annual Meeting of Shareholders to be held on June 8, 2016 are incorporated by reference into Part III. o Yes þ o No Source: DSW Inc., 10-K, March 24, 2016 Powered by Morningstar® Document Research℠The...

  • Page 3
    ... March 24, 2016 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 or losses arising from any use of this information, except to...

  • Page 4
    ... March 24, 2016 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 or losses arising from any use of this information, except to...

  • Page 5
    ... DSW stores and dsw.com. DSW Class A Common Shares are listed for trading under the ticker symbol "DSW" on the New York Stock Exchange ("NYSE"). We own many trademarks and service marks. This Annual Report on Form 10-K may contain trademarks, tradenames and trade dress of other companies. Use...

  • Page 6
    ... on dsw.com, DSW strives to delight customers with finding the perfect shoe at an incredible price. Our DSW stores average approximately 21,000 square feet and carry approximately 21,500 pairs of shoes. In addition, our DSW Rewards loyalty program means shopping comes with perks; members earn points...

  • Page 7
    ... which rewards customers for shopping, both in DSW stores and at dsw.com. DSW Rewards members earn reward certificates that offer discounts on future purchases. Reward certificates expire three months after being issued. Members also receive promotional offers and gifts 3 2015 59% 18% 14% 9% 2014 61...

  • Page 8
    ... In fiscal 2015 and 2014, shoppers in the loyalty program generated approximately 89% and 90% of DSW segment sales, respectively. Growth Strategy Our growth strategy is to continue to strengthen our position as a leading footwear and accessories retailer by: expanding into new markets with the right...

  • Page 9
    ... for new affiliated business partners. Through our investment in Town Shoes, we serve Canadian customers with great values on branded footwear and accessories within a variety of concepts, including DSW Designer Shoe Warehouse stores. As of January 30, 2016, there are 13 DSW Designer Shoe Warehouse...

  • Page 10
    ... growth in DSW segment sales and providing a convenient location for customers to pick up and return products ordered online. Insellecsual Propersy We have registered a number of trademarks, service marks and domain names in the United States and internationally, including DSW®, DSW Shoe Warehouse...

  • Page 11
    ... prior periods. Our ability to open and operate new DSW stores on a timely and profitable basis depends on many factors, including our ability to: identify suitable markets and sites for new store locations with financially stable co-tenants and landlords; negotiate favorable lease terms; build-out...

  • Page 12
    ... our business and operasions. 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 13
    Table of Contents changes in our merchandising strategy; timing and concentration of new DSW store openings and related new store and other start-up costs; expenses associated with new DSW stores, our omni-channel strategy and marketing expenses; changes in our merchandise mix; changes in and ...

  • Page 14
    ... customer loyalty program that we rely on to drive customer traffic, sales and loyalty. DSW Rewards members earn reward certificates that offer discounts on future purchases. In the event that our DSW Rewards members do not continue to shop at DSW, we fail to add new members or the number of members...

  • Page 15
    ... 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 16
    ... Schottenstein Affiliates' directors and officers learn of opportunities. Risks Relating to our Merger with Retail Ventures, Inc. Prior so she Merger, RVI had significans consingens liabilisies. As of she effecsive sime of she Merger, Merger Sub, a subsidiary of DSW, assumed RVI's obligasions wish...

  • Page 17
    ... to foreign currency rate risk due to remeasurement in our statement of operations. ITEM 1B. None. ITEM 2. PROPERTIES. UNRESOLVED STTFF COMMENTS. We own our corporate office headquarters and distribution center. As of January 30, 2016, all 468 DSW stores and our fulfillment center are leased or...

  • Page 18
    ...open market at times and in amounts considered appropriate by the Company based on price and market conditions. Through the life of the programs, we have repurchased a total of 10.2 million Class A Common Shares at a cost of $266.5 million, with a remainder of $83.5 million that may yet be purchased...

  • Page 19
    ... all dividends were reinvested. Fiscal years ended Company / Index DSW Inc. S&P MidCap 400 Index S&P 500 Retailing Index $ $ $ 1/29/2011 100.00 100.00 100.00 $ $ $ 1/28/2012 157.55 102.71 112.86 $ $ $ 2/2/2013 220.45 121.77 143.90 $ $ $ 2/1/2014 250.33 148.39 180.87 $ $ $ 1/31/2015 241.91 164.55 217...

  • Page 20
    ... Item 7 of this Annual Report on Form 10-K. Fiscal 2015 2014 2013 2012 2011 (1) (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) Operating expenses (14) Depreciation Operating profit (14) Income from...

  • Page 21
    ..., 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...

  • Page 22
    ... by adjusting the balance sheet for the prior periods presented. 18 Source: DSW Inc., 10-K, March 24, 2016 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 23
    .... Our capital expenditures during fiscal 2015 were primarily related to opening 40 new stores, store remodels and business infrastructure. We plan to open approximately 30 to 35 stores in fiscal 2016. As of January 30, 2016, we operated 468 DSW stores, dsw.com and shoe departments in 276 Stein Mart...

  • Page 24
    ... and closed store sales Net sales for the end of the fiscal year The following table summarizes our net sales by reportable segment and in total: $ 2,496.1 19.5 - 104.6 2,620.2 $ $ 2,257.8 4.0 18.4 88.5 2,368.7 $ $ $ Fiscal 2015 2014 (in millions) 2,352.5 143.6 2,496.1 2013 DSW segment ABG...

  • Page 25
    ... to stores opened in fiscal 2013, as well as 37 new DSW stores in fiscal 2014. 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 15 new shoe departments in fiscal 2014. Gross Profis- Gross profit is...

  • Page 26
    ... year. Merchandise margin for the DSW segment decreased as a percentage of net sales to 42.8% for fiscal 2015 from 43.7% for fiscal 2014 due to higher markdowns, which were a result of unseasonably warm weather that created a challenging retail environment. Related to our ABG segment, gross profit...

  • Page 27
    ..., we disclose free cash flows for the fiscal years 2015, 2014 and 2013. Liquidity and Capital Resources Overview Our primary ongoing operating cash flow requirements are for inventory purchases, capital expenditures for new stores, improving our information technology systems and infrastructure...

  • Page 28
    ... stores and $39.9 million related to information technology and business infrastructure. During fiscal 2014, we had net sales and maturities of short-term and long-term investments of $69.8 million compared to net purchases of short-term and long-term investments of $148.9 million during fiscal 2013...

  • Page 29
    ... Class A Common Shares under the Company's share repurchase programs. For fiscal 2013, net cash used in financing activities of $26.4 million was primarily related to the payment of dividends partially offset by proceeds from the exercise of stock options. On November 2, 2015, the Board of Directors...

  • Page 30
    ...15, 2016, DSW Shoe Warehouse, Inc., a wholly owned subsidiary of DSW Inc., entered into a Stock Purchase Agreement to acquire Ebuys, Inc. ("Ebuys"), an online close-out footwear and accessories retailer for $62.5 million, less adjustments for working capital. Ebuys sells product to customers located...

  • Page 31
    ... balance represents cash allowances from landlords, which are deferred and amortized on a straight-line basis over the noncancelable terms of the lease. In addition, as of January 30, 2016, we have signed 33 lease agreements for new store locations, opening in fiscal 2016 and 2017, with total annual...

  • Page 32
    ...projections or our strategies change, the conclusion regarding impairment may differ from our current estimates. Customer Loyalty Program. We maintain a customer loyalty program for DSW in which program members earn reward certificates that result in discounts on future purchases. Upon reaching the...

  • Page 33
    ...to estimate the expected term of the stock If our expected term estimate were to increase or options and expected future stock price volatility decrease by one year, it would not materially over the expected term. impact our operating profit. Using our credit-adjusted risk-free rate to present value...

  • Page 34
    ... over financial reporting. ITEM 9B. None. 30 OTHER INFORMTTION. Source: DSW Inc., 10-K, March 24, 2016 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 35
    ... 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). DSW Inc. 2014 Equity Incentive Plan (3) 31 Source: DSW Inc., 10-K, March 24, 2016 Powered by...

  • Page 36
    ... March 24, 2016 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 or losses arising from any use of this information, except to...

  • Page 37
    ...The documents listed below are filed as part of this Form 10-K: Page in Form 10-K F- 1 F- 2 F- 3 F- 4 F- 5 F- 7 F- 8 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...

  • Page 38
    ..., 2016 Director March 24, 2016 Director March 24, 2016 34 Source: DSW Inc., 10-K, March 24, 2016 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 39
    REPORT OF INDEPENDENT REGISTERED PUBLIC TCCOUNTING FIRM To the Board of Directors and Shareholders of DSW Inc. Columbus, Ohio We have audited the accompanying consolidated balance sheets of DSW Inc. and subsidiaries (the "Company") as of January 30, 2016 and January 31, 2015, and the related ...

  • Page 40
    ..., except per share amounts) January 30, 2016 Net sales Cost of sales Operating expenses Operating profit Interest expense Interest income Interest income, net Non-operating income Income from continuing operations before income taxes and (loss) income from Town Shoes Income tax provision (Loss...

  • Page 41
    ... March 24, 2016 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 or losses arising from any use of this information, except to...

  • Page 42
    ... from related parties Inventories Prepaid expenses and other current assets Prepaid rent to related parties Total current assets Property and equipment, net Long-term investments Goodwill Deferred income taxes Prepaid rent to related parties Investment in Town Shoes Note receivable from Town Shoes...

  • Page 43
    ... 2014 (in thousands) Number of Shares Basis difference related to acquisition of commonly controlled Tccumulated other entity comprehensive loss (21,680 8,758 Class T Common Shares Balance, February 2, 2013 Net income Stock-based compensation expense, before related tax effects Exercise of stock...

  • Page 44
    ... Contents DSW INC. CONSOLIDTTED STTTEMENTS OF SHTREHOLDERS' EQUITY FOR THE YETRS ENDED JTNUTRY 30, 2016, JTNUTRY 31, 2015 TND FEBRUTRY 1, 2014 (continued) (in thousands) Number of Shares Class T Common Shares Balance, February 1, 2014 Net income Stock-based compensation expense, before related tax...

  • Page 45
    ...tax benefits related to stock-based compensation (2,723) (4,015) Gain on foreign currency exchange rate (3,267) - Amortization of investment discounts and premiums 5,456 9,525 - Settlement of pension plan - Change in working capital, other assets and liabilities: Accounts receivable, net Inventories...

  • Page 46
    ... of exchange rate changes on cash balances Net (decrease) increase in cash and equivalents from continuing operations Cash and equivalents, beginning of period Cash and equivalents, end of period Supplemental disclosures of cash flow information: Cash paid during the period for income taxes Proceeds...

  • Page 47
    ... name dress, casual and athletic footwear and accessories for women, men and children. As of January 30, 2016, DSW operated a total of 468 stores located in 42 states, the District of Columbia and Puerto Rico, and dsw.com. During fiscal 2015, 2014 and 2013, DSW opened 40, 37 and 30 new DSW stores...

  • Page 48
    ... information. References to Retail Ventures or RVI refer to the pre-merger entity. 3. INVESTMENT IN TOWN SHOES LIMITED On May 12, 2014, DSW Inc. acquired a 49.2% interest in Town Shoes for $75.1 million Canadian dollars ("CAD") ($68.9 million USD) at the purchase date. As of January 30, 2016, DSW...

  • Page 49
    ... costs, advertising, ABG operations, store depreciation and amortization, new store advertising and other new store costs and corporate expenses. Corporate expenses include expenses related to buying, information technology, depreciation expense for corporate cost centers, marketing, legal, finance...

  • Page 50
    ...of calculating earnings per share. New Ssore Cosss- Costs associated with the opening of stores are expensed as incurred. New store costs, primarily pre-opening rent and marketing expenses, were $8.6 million, $8.7 million and $7.9 million for fiscal 2015, 2014 and 2013, respectively. New store costs...

  • Page 51
    .... The change to historical periods was limited to classifications within the consolidated statements of operations and has no effect on net income or earnings per share. Three months ended January 31, 2015 As previously reported Effect of change As adjusted As previously reported Fiscal year ended...

  • Page 52
    ... money market accounts and short-term and long-term investments. At times, such amounts invested through banks may be in excess of FDIC insurance limits, and the Company mitigates the risk by utilizing multiple banks. Concensrasion of Vendor Risk- During fiscal 2015, 2014 and 2013, three key vendors...

  • Page 53
    ..., 2016 and January 31, 2015, the balance of goodwill related to DSW was $25.9 million. For fiscal 2015, the Company tested goodwill for impairment as of November 1, 2015. In the past, the Company has tested goodwill for impairment as of the end of the current fiscal year. Per the Securities Exchange...

  • Page 54
    ...On April 30, 2014, the Company began to offer co-branded credit cards under a seven-year agreement with an issuing bank, which allows members to earn points through purchases at DSW and anywhere that Visa is accepted. DSW provides marketing support for the co-branded credit card program. The issuing...

  • Page 55
    ... for the customer loyalty program, costs associated with rewards points and certificates are accrued as the points are earned by the cardholder and are recorded in cost of sales. Administrative costs related to the co-branded credit card program, including payroll, store expenses, marketing expenses...

  • Page 56
    ... trademark, DSW Designer Shoe Warehouse, to its equity investee, Town Shoes, for a sales-based royalty. The license is exclusive and non-transferable for use in Canada. Town Shoes pays DSW Inc. a percentage of net sales from its Canadian DSW stores on a monthly basis. The Canadian DSW stores operate...

  • Page 57
    ...During fiscal 2015, the Company repurchased 7.2 million Class A Common Shares at a cost of $179.6 million. Through the life of the programs, the Company has repurchased a total of 10.2 million Class A Common Shares at a cost of $266.5 million. 7. STOCK-BTSED COMPENSTTION The DSW Inc. 2014 Long-Term...

  • Page 58
    ... of the periods presented: Fiscal Assumptions: Risk-free interest rate Annual volatility of DSW Common Shares Expected option term Dividend yield Other Data: Weighted average grant date fair value 2015 1.4% 37.9% 5.1 years 2.1% $8.87 2014 1.8% 44.5% 5.4 years 2.3% $11.82 2013 0.7% 53.4% 4.7 years...

  • Page 59
    ...the closing market price of DSW Class A Common Shares for fiscal 2015. The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying common shares exceeds the option exercise price. The total intrinsic value of options exercised during fiscal 2015, 2014 and 2013...

  • Page 60
    ... non-employee director on the date of each annual meeting of shareholders based on the closing market price of DSW Class A Common Shares. In addition, each director eligible to receive compensation for board service may elect to have the cash portion of such directors' compensation paid in the form...

  • Page 61
    ... was estimated using the Black-Scholes pricing model with the following assumptions for the periods presented: Assumptions: Risk-free interest rate Expected volatility of DSW Common Shares Expected term Expected dividend yield As of January 30, 2016 0.4% 33.0% 0.4 years 2.5% As of January 31, 2015...

  • Page 62
    ... March 24, 2016 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 or losses arising from any use of this information, except to...

  • Page 63
    ... Stock appreciation rights are valued using the Black-Scholes model. The following table presents activity related to level 3 fair value measurement for DSW Inc.'s cost method investment for the period presented: Fiscal year ended January 30, 2016 (in thousands) Carrying value, beginning of period...

  • Page 64
    ... Rate (as defined in the Credit Facility), plus an applicable margin based upon the Company's revolving credit availability. In addition, the Credit Facility contains restrictive covenants relating to management and the operation of DSW Inc.'s business. These covenants, among other things, limit...

  • Page 65
    ... levels. Under supply agreements, the Company pays contingent rent based on sales for the shoe departments it operates through ABG. As of January 30, 2016 and January 31, 2015, the Company had no capital leases of real estate. F- 26 Source: DSW Inc., 10-K, March 24, 2016 Powered by Morningstar...

  • Page 66
    ... store locations and its fulfillment center for a total annual minimum rent for fiscal 2015 of $8.1 million. On December 6, 2014, the lease of a portion of the Company's corporate office headquarters to a Schottenstein Affiliate was terminated. Related party rental income for fiscal 2014 and fiscal...

  • Page 67
    ... the past three fiscal years. The Company incurred costs associated with the Plan of $3.8 million, $3.2 million and $3.1 million for fiscal 2015, 2014 and 2013, respectively. $ $ 671 (14,224) (494) (14,047) 14,753 706 F- 28 Source: DSW Inc., 10-K, March 24, 2016 Powered by Morningstar® Document...

  • Page 68
    ... Company has entered into various noncancelable purchase and service agreements. The obligations under these agreements were $28.6 million as of January 30, 2016. The Company has also signed lease agreements for 33 new store locations, expected to be opened in fiscal 2016 and 2017, with total annual...

  • Page 69
    ...Town Shoes (see Note 3), cash and assets of DSW's Canadian subsidiary. DSW segment ABG segment (in thousands) Other Total As of and for the fiscal year ended January 30,2016 Net sales $ Gross profit Capital expenditures Total assets As of and for the fiscal year ended January 31, 2015 Net sales...

  • Page 70
    ... for income taxes for continuing operations for the periods presented: Fiscal year ended January 30, 2016 Current: Federal Foreign State and local Total current tax expense Deferred: Federal Foreign State and local Total deferred tax expense Income tax provision $ January 31, 2015 (in thousands...

  • Page 71
    ...30, 2016 January 31, 2015 (in thousands) Deferred tax assets: State net operating loss and tax credits Inventory Construction and tenant allowances Stock-based compensation Benefit from uncertain tax positions Guarantees Accrued expenses Accrued rewards Accrued rent Other Total deferred tax assets...

  • Page 72
    ... benefits as of the periods presented: January 30, 2016 January 31, 2015 (in thousands) 1,838 1,621 - - (73) $ 3,386 $ 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...

  • Page 73
    ..., 2016, DSW Shoe Warehouse, Inc., a wholly owned subsidiary of DSW Inc., entered into a Stock Purchase Agreement to acquire Ebuys, Inc. ("Ebuys"), an online close-out footwear and accessories retailer for $62.5 million, less adjustments for working capital. Ebuys sells products to customers located...

  • Page 74
    ... 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. Stock Purchase Agreement, dated February 16, 2016, among DSW Shoe Warehouse...

  • Page 75
    ..., 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. E-2 Source: DSW Inc., 10-K, March 24, 2016 Powered by Morningstar...

  • Page 76
    ... 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. Form of Indemnification Agreement between DSW Inc. and its officers and directors...

  • Page 77
    ...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...

  • Page 78
    ... to the terms of the DSW Inc. 2005 Equity Incentive Plan, the DSW Inc. 2014 Equity Incentive Plan, any future shareholder approved Company equity plan, and any applicable agreement, the Executive shall have the following rights: i. For purposes of this Amendment, "Award" means any award granted...

  • Page 79
    ... Executive By: /s/ Thomas Jessep Thomas Jessep SVP, Human Resources Source: DSW Inc., 10-K, March 24, 2016 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 80
    ... March 24, 2016 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 or losses arising from any use of this information, except to...

  • Page 81
    ... time. Source: DSW Inc., 10-K, March 24, 2016 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 or losses arising from any use...

  • Page 82
    ... March 24, 2016 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 or losses arising from any use of this information, except to...

  • Page 83
    ...Vice President PNC BANK, NATIONAL ASSOCIATION Source: DSW Inc., 10-K, March 24, 2016 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 84
    ... director is "credited" with the same dividend that would be issued if the stock unit was a DSW Class A Common Share. The amounts associated with the dividend equivalent rights will not be distributed until the director's stock unit award is settled. Source: DSW Inc., 10-K, March 24, 2016 Powered...

  • Page 85
    ...the terms of the DSW Inc. 2005 Equity Incentive Plan, the DSW Inc. 2014 Equity Incentive Plan, any future shareholder approved Company equity plan (collectively the "Plans"), and any applicable agreement, the Executive shall have the following rights: i. For purposes of this Amendment, "Award" means...

  • Page 86
    ..., estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals or procedures, other policy and procedure manuals or handbooks, supplier information, tax records, personnel histories and records, information regarding sales, information regarding properties and any...

  • Page 87
    ...any business that directly competes with the Group's (or any Group Member's) business, which is understood by the Parties to be the sale of significant branded or discount and off-price shoes at department stores, specialty retail stores or online footwear retailers. Illustrations of businesses that...

  • Page 88
    ...to the Company all property belonging to the Group or any Group Member. Source: DSW Inc., 10-K, March 24, 2016 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 89
    ...of the Internal Revenue Code of 1986, the Company may elect to pay such remaining installments as a lump sum. [2] Application of Pro Rata. Any pro rata share required to be paid under Section 2.00 will be based on the number of days between the first day of the fiscal year during which the Executive...

  • Page 90
    ... Members, other than: (i) any claim that the Company has breached this Source: DSW Inc., 10-K, March 24, 2016 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 91
    ... filed with an administrative agency (although Executive and Executive Representatives waives any right to recover any money or other benefits arising from such charge(s)). This release includes, but is not limited to, any claims that the Company, the Group or any Group Member violated the Employee...

  • Page 92
    ... income, wage and employment tax liability; and Source: DSW Inc., 10-K, March 24, 2016 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 93
    ...to the benefit of, any successor of the Company, and any successor will be substituted for the Company under the terms of this Agreement. As used in this Agreement, the term "successor" means any person, firm, corporation or business entity which at any time, whether by merger, purchase or otherwise...

  • Page 94
    ... Retail Ventures Services, Inc. DSW Shoe Warehouse Lux S.a.r.l. DSW Canada TS, Inc. Jurisdiction of Incorporation Ohio Missouri Ohio Ohio Delaware Ohio Ohio Ohio Ohio Puerto Rico Ohio Luxembourg Canada Parent Company No. N/A 1 1 1 2 1 1 2 1 2 7 2 12 Source: DSW Inc., 10-K, March 24, 2016 Powered...

  • Page 95
    ..."), and the effectiveness of DSW's internal control over financial reporting, appearing in this Annual Report on Form 10-K of DSW for the year ended January 30, 2016. /s/ DELOITTE & TOUCHE LLE Columbus, Ohio March 24, 2016 Source: DSW Inc., 10-K, March 24, 2016 Powered by Morningstar® Document...

  • Page 96
    ...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 January 30, 2016, and likewise to sign and file with the Commission any and all amendments to...

  • Page 97
    ... that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. (b) Date: March 24, 2016 By: /s/ Roger Rawlins Roger Rawlins Chief Executive Officer Source: DSW Inc., 10-K, March 24, 2016 Powered by Morningstar® Document...

  • Page 98
    ... or other employees who have a significant role in the registrant's internal control over financial reporting. March 24, 2016 Byi /s/ Mary Meixelsperger Mary Meixelsperger, Senior Vice President and Chief Financial Officer (b) Datei Source: DSW Inc., 10-K, March 24, 2016 Powered by Morningstar...

  • Page 99
    ...* In connection with the Annual Report of DSW Inc. (the "Company") on Form 10-K for the fiscal year ended January 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roger Rawlins, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 100
    ... with the Annual Report of DSW Inc. (the "Company") on Form 10-K for the fiscal year ended January 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mary Meixelsperger, Senior Vice President and Chief Financial Officer of the Company, certify...

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    ... March 24, 2016 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 or losses arising from any use of this information, except to...