10-K 1 dsw10-k02032018.htm 10-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended February 3, 2018
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
to
 
Commission file number 1-32545
DSW INC.
(Exact name of registrant as specified in its charter)
Ohio
 
31-0746639
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
810 DSW Drive, Columbus, Ohio
 
43219
(Address of principal executive offices)
 
(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
Class A Common Shares, without par value
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No
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. þ Yes o No
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). þ Yes o No
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. o 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
 
Accelerated filer
o
 
 
 
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
 
 
 
 
 
 
Emerging growth company
o
 
 
 
 
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 
 
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
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 July 29, 2017, was $1,186,438,807.

Number of shares outstanding of each of the registrant's classes of common stock, as of March 16, 2018: 72,332,755 Class A common shares and 7,732,786 Class B common shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement relating to the 2018 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on
Form 10-K.




DSW INC.
TABLE OF CONTENTS
 
Page
PART I
 
PART II
 
PART III
 
PART IV
 

All references to "we," "us," "our," "DSW Inc.," or the "Company" in this Annual Report on Form 10-K mean DSW Inc. and its wholly owned subsidiaries. "DSW" generally refers to the DSW segment, which includes DSW stores and dsw.com. We own many trademarks and service marks. This Annual Report on Form 10-K may contain trademarks, trade dress, and tradenames of other companies. Use or display of other parties' trademarks, trade dress or tradenames is not intended to and does not imply a relationship with the trademark, trade dress or tradename owner.


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DSW INC.
TABLE OF CONTENTS TO FINANCIAL STATEMENTS


ii


Cautionary Statement Regarding Forward-Looking Information for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Some of the statements in this Annual Report on Form 10-K contain forward-looking statements which reflect our current views with respect to, among other things, future events and financial performance. Examples of such forward-looking statements include references to our future expansion and our acquisitions. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of those words or other comparable words. Any forward-looking statements contained in this Annual Report on Form 10-K are based upon current plans, estimates, expectations and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to numerous risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition to other factors discussed elsewhere in this report, including those factors described under Part I, Item 1A. Risk Factors, some important factors that could cause actual results, performance or achievements for DSW Inc. to differ materially from those discussed in forward-looking statements include, but are not limited to, the following:
our success in growing our store base and digital demand;
risks related to the planned acquisition of Town Shoes;
our ability to protect our reputation;
maintaining strong relationships with our vendors;
our ability to anticipate and respond to fashion trends, consumer preferences and changing customer expectations;
risks related to the loss or disruption of our distribution and/or fulfillment operations;
continuation of agreements with and our reliance on the financial condition of Stein Mart;
our ability to execute our strategies;
risks related to international franchisees not operating the franchised stores according to our standards;
fluctuation of our comparable sales and quarterly financial performance;
risks related to the loss or disruption of our information systems and data;
our ability to prevent or mitigate breaches of our information security and the compromise of sensitive and confidential data;
failure to retain our key executives or attract qualified new personnel;
our reliance on our DSW Rewards program and marketing to drive traffic, sales and customer loyalty;
risks related to leases of our properties;
our competitiveness with respect to style, price, brand availability and customer service;
our reliance on foreign sources for merchandise and risks inherent to international trade;
uncertainty related to future legislation, regulatory reform or policy changes, including the impact of the Tax Cuts and Jobs Act;
uncertain general economic conditions;
risks related to holdings of cash and investments and access to liquidity; and
fluctuations in foreign currency exchange rates.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results, performance or achievements may vary materially from what we have projected. Furthermore, new factors emerge from time to time and it is not possible for management to predict all such factors, nor can management assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.


iii


PART I

ITEM 1.
BUSINESS

General

DSW Inc. was incorporated in the state of Ohio in 1969, and we opened our first DSW store in Dublin, Ohio in 1991. DSW is the destination for on-trend footwear and accessory brands at a great value every single day. We offer a wide assortment of brand name dress, casual and athletic footwear and accessories for women, men and kids in DSW stores nationwide and on dsw.com. Our DSW customer loyalty program allows members to earn points towards certificates every time they purchase. We believe this combination of assortment, convenience and value differentiates us from our competitors and appeals to consumers from a broad range of socioeconomic and demographic backgrounds.

Our Affiliated Business Group ("ABG") partners with other retailers to help build and optimize their in-store and online footwear businesses by leveraging our sourcing network to produce a merchandise assortment that meets their needs. ABG currently provides service to 292 Stein Mart stores and Steinmart.com and one Frugal Fannie's store through ongoing supply arrangements. On March 13, 2017, Gordmans (a previous ABG partner) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code and announced its plan to liquidate inventory and other assets. Stage Stores, Inc. acquired 58 of the Gordmans' stores and we provided services for these stores through the end of fiscal 2017 to support their transition.

We also have an equity investment in Town Shoes Limited ("Town Shoes"). Town Shoes is the market leader in branded footwear in Canada, with sales of over $340 million Canadian dollars ("CAD") in fiscal 2017. As of February 3, 2018, Town Shoes operated 180 locations across Canada under The Shoe Company, Shoe Warehouse, Town Shoes and DSW Designer Shoe Warehouse banners, as well as related e-commerce sites. In 2014, we entered into a licensing agreement with Town Shoes, which allows Town Shoes to use the DSW Designer Shoe Warehouse tradename for their new larger concept Canadian stores. As of February 3, 2018, there are 24 DSW Designer Shoe Warehouse stores in Canada.

On March 4, 2016, we acquired Ebuys, Inc. ("Ebuys"), an off price footwear and accessories retailer operating in digital marketplaces. Due to recurring operating losses incurred by Ebuys since its acquisition, as well as increased competitive pressures in the digital marketplaces, we have decided to exit the business and we intend to end all operations in early fiscal 2018. Our brief ownership has given us insight into online marketplaces, which will inform future potential decisions around accelerating our digital business and competing with traditional retail and direct-to-consumer models.

On August 2, 2016, we signed an agreement with the Apparel Group as an exclusive franchise partner in the Gulf Coast region of the Middle East. The agreement is expected to expand the DSW Designer Shoe Warehouse banner by up to 40 stores across the territory, both in malls and on high street locations within Saudi Arabia, Bahrain, Qatar, Kuwait, United Arab Emirates and Oman, with three stores currently open.

The DSW segment, which includes DSW stores and dsw.com, is our only reportable segment. Our remaining operating segments and businesses are aggregated into an other category for segment reporting purposes. Information regarding segment performance is included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K. Additionally, selected segment financial data is presented in Note 16, Segment Reporting of the Consolidated Financial Statements of this Form 10-K.

Our fiscal year ends on the Saturday nearest to January 31. References to a fiscal year refer to the calendar year in which the fiscal year begins. This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year, but occasionally will contain an additional week resulting in a 53-week fiscal year. The periods presented in these financial statements and selected financial data each consisted of 52 weeks, except for fiscal 2017 which consisted of 53 weeks.

Competitive Strengths

The retail footwear market is highly competitive with few barriers to entry. We compete against a diverse group of retailers, both small and large, including department stores, mall-based shoe stores, national chains, independent shoe retailers, single-brand specialty retailers, online shoe retailers, brand-oriented discounters, multi-channel specialty retailers and brand suppliers who sell directly to consumers. Many of our competitors generally offer a more limited assortment at higher initial prices in a less convenient format than DSW and without the benefits of our customer loyalty program. In addition, we believe we successfully compete against retailers who have attempted to duplicate our format because they typically offer assortments with fewer recognizable brands and more styles from prior seasons, unlike DSW's current on-trend merchandise. We believe that our stores provide a competitive advantage that drives growth through customer engagement by using self-service fixtures that allow customers to view, touch and try on the product, stimulating digital sales, and providing a convenient location for

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customers to pick up and return products ordered online, as well as serving as geographically appropriate shipment centers for our digitally demanded products. We believe that having a leading market position is driven by our competitive strengths: assortment, convenience and value.

Assortment

Our goal is to excite our customers with a competitive, compelling assortment of shoes and complementary accessories that fulfill a broad range of style and fashion preferences. DSW sells a large assortment of brand name, designer and private brand merchandise. We purchase directly from over 460 domestic and foreign vendors, primarily in-season footwear that can be found in specialty and department stores. We offer a broad assortment of handbags, hosiery, jewelry and other accessories which appeal to our brand and fashion conscious customers.

Our vendors include suppliers who manufacture their own merchandise, or supply merchandise manufactured by others, or both. Most of our domestic vendors import a large portion of their merchandise from abroad. We have quality control programs under which our buyers are involved in establishing standards for quality and fit, and our personnel examine incoming merchandise in regards to color, material and overall quality. As our sales volume grows, we believe there will continue to be adequate sources available to acquire a sufficient supply of quality merchandise in a timely manner and on satisfactory economic terms. Our top three vendors in the aggregate supply approximately 20% of our merchandise.

Our merchandising group continuously monitors current fashion trends, as well as historical sales trends, to identify popular styles and styles that may become popular in the upcoming season. We track performance and sales trends on a weekly basis and have a flexible buying process that allows us to reorder successful styles and cancel underperforming styles throughout each season. To keep our product mix fresh and on target, we test new fashions and actively monitor sell-through rates. We also identify new vendor and category opportunities. During fiscal 2016, we launched DSW kids, which we continue to expand to the rest of the chain.

We have three primary categories for merchandise: women's footwear; men's footwear; and accessories and other (which includes kids' footwear). The following table sets forth the approximate percentages of DSW segment net sales attributable to each merchandise category for fiscal 2017:
Category
 
Percent of DSW Segment Net Sales
Women's footwear
 
69
%
Men's footwear
 
22
%
Accessories and other
 
9
%

Convenience

We provide our customers with the highest level of convenience based on our belief that customers should be empowered to control and personalize their shopping experiences.

In stores, our merchandise is displayed on the selling floor with self-service fixtures to enable customers to view and touch the merchandise. We believe this shopping experience provides our customers with maximum convenience as they are able to browse and try on merchandise without feeling rushed or pressured to make a purchasing decision. Merchandise is organized in a logical manner that groups together similar styles by gender, such as dress, casual, athletic and seasonal merchandise, for easy browsing.

Our omni-channel capabilities create an endless aisle for the customer. Customers can order additional styles, sizes, widths and categories that can be fulfilled from other DSW stores, our fulfillment center or directly from our suppliers (referred to as "drop ship"). To further meet customer demand of how they receive products, we provide our customers the options to buy online, pickup in store and buy online, ship to store.

Our order routing optimization system determines the best location to fulfill digitally demanded products, which allows us to optimize our operating profit. Orders originating online can be fulfilled from a store or our fulfillment center. The fulfillment center processes orders, which are shipped to a customer's home or to a store when an order is placed through buy online, ship to store. Orders originating from a store that cannot be fulfilled immediately in that store can either be fulfilled from our ship from store capability, from the fulfillment center, or drop shipped from a vendors' warehouse.


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Value For Our Customers

Our buying organization aims to provide customers with high quality, in-season fashion styles at attractive prices compared to the sale prices found at specialty retailers and department stores. We have historically employed a consistent pricing strategy that provides customers with the same price on our merchandise from the day it arrives in store until it enters our planned clearance rotation. Our pricing strategy differentiates us from our competitors who usually price and promote merchandise at discounts available only for limited time periods. We find that customers appreciate shopping for everyday value when it is most convenient for them, rather than waiting for a sale event.

We provide additional value through our DSW Rewards program where members earn points towards discounts on future purchases. Members also receive promotional offers and gifts with purchase offers. We employ a variety of methods, including email, direct mail and social media, to communicate exclusive offers to our rewards customers. Approximately 25 million members are enrolled in our DSW Rewards program and have made at least one purchase over the course of the last two years. In fiscal 2017, shoppers in the loyalty program generated approximately 90% of DSW segment sales. During fiscal 2018, we are planning to launch a new loyalty program called DSW VIP, with new benefits, personalized options and faster ways to earn points. We believe these changes will activate more customers, increase purchase frequency and grow sales.

Growth Strategy
 
Our growth strategy is to strengthen our position as a leading footwear and accessories retailer by expanding into new markets with the right banners and store format, extending our customer reach through new categories and services, and creating a differentiated customer experience and strong value proposition. We will also continue utilizing our financial strength to invest in key initiatives that will strengthen our strategic position and extend our growth runway for years to come.

Expanding Our Presence

We opened 15 DSW stores and closed four in fiscal 2017 and we plan to expand the chain by approximately three to six DSW stores in fiscal 2018. With our stores playing a key role in supporting our strong online demand growth and increasing fulfillment of that demand, we are regularly evaluating our real estate strategy to optimize how we can best serve the customers' shopping preferences. When we decide to open a new store in either new or existing markets, our primary focus is on power strip centers. We also look to reposition existing stores as opportunities arise. Depending on the market, we also consider regional malls, lifestyle centers and urban street locations. In general, our evaluation of potential new stores integrates information on demographics, co-tenancy, retail traffic patterns, site visibility and accessibility, store size and configuration, and lease terms. Our real estate decision-making entails an analysis of underlying demand for our products through both physical and digital channels. Our analysis also looks at current penetration levels in markets we serve and our ability to deepen our market share and acquire new customers.

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 February 3, 2018, there are 24 DSW Designer Shoe Warehouse stores in Canada.

Through our franchise arrangement with the Apparel Group, our first three franchise stores are now open. We expect to expand DSW by up to 40 stores in the Gulf Coast region of the Middle East, both in malls and on high street locations.

Investment in Our Infrastructure

We continue to invest in systems in order to enhance our customers' experience, both in-store and online, which includes supporting our omni-channel capabilities. We are also enhancing systems for back-office support.

Our primary distribution center is located in an approximately 625,000 square foot facility in Columbus, Ohio. The distribution center operates to facilitate the prompt delivery of purchases and fast-selling footwear so we can take full advantage of each selling season. To further ensure prompt delivery, we engage a logistics service provider to receive orders originating from suppliers on the West Coast and some imports entering at a West Coast port of entry through a West Coast facility we utilize. Merchandise is transported either from the West Coast facility or our primary distribution center to our pool points and then on to stores.


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Utilizing Our Financial Strength

Over the past five years, we have had annual sales growth and we have consistently generated positive operating profits and operating cash flows. Our healthy balance sheet and financial discipline has enabled us to be profitable while investing in our business.

We are committed to a cash management strategy that maintains liquidity to adequately support the operation of the business, pursue our growth strategy and withstand unanticipated business volatility. We believe that cash generated from our operations, together with our current levels of cash and investments, as well as availability under our Credit Facility, are sufficient over the next 12 months and the foreseeable future to maintain our ongoing operations, support seasonal working capital requirements, fund capital expenditures, repurchase common shares under our share repurchase program, and complete the Town Shoes acquisition.

Additional Information

Intellectual Property

We have registered a number of trademarks, service marks and domain names in the United States and internationally, including DSW®, DSW Shoe Warehouse® and DSW Designer Shoe Warehouse®. We have licensed our DSW Designer Shoe Warehouse trademark to Town Shoes and the Apparel Group. We also have registered trademarks through our acquisition of Ebuys including Apparel Save®, ShoeMetro®, ShoeMetro.com® and SM ShoeMetro®. We believe our trademarks and service marks, especially those related to the DSW concept, have significant value and are important to building our name recognition. To protect our brand identity, we have also protected the DSW trademark in several foreign countries. We also hold patents related to our unique store fixtures, which gives us greater efficiency in stocking and operating those stores that currently have the fixtures. We vigorously protect our patented fixture designs, as well as our packaging, private brand names, store design elements, marketing slogans and graphics.

Associates

As of February 3, 2018, we employed approximately 12,000 associates. None of our associates are covered by any collective bargaining agreements. We offer competitive wages, paid time off, comprehensive medical and dental insurance, vision care, company-paid and supplemental life insurance programs, associate-paid long-term disability and company-paid short-term disability insurance and a 401(k) plan to our full-time associates and some of our part-time associates. We have not experienced any work stoppages, and we consider our relations with our associates to be good.

Seasonality

Our business is subject to seasonal merchandise trends driven by the change in weather conditions and our customers' interest in new seasonal styles. New spring styles are primarily introduced in the first quarter and new fall styles are primarily introduced in the third quarter.

Available Information

DSW Inc. electronically files reports with the Securities and Exchange Commission ("SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to such reports. The public may read and copy any materials that DSW Inc. files with the SEC at:

SEC Public Reference Room
100 F Street N.E.
Washington, D.C. 20549

The public may obtain information on the operation at the SEC Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Additionally, information about DSW Inc., including its reports filed with or furnished to the SEC, is available through DSW Inc.'s website at www.dswinc.com. Such reports are accessible at no charge through DSW Inc.'s website and are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC.


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Copies of any of the above-referenced documents will also be made available, free of charge, upon written request to:

DSW Inc.
Investor Relations
810 DSW Drive
Columbus, OH 43219

We have included our website addresses throughout this report as textual references only. The information contained on our websites is not incorporated into this Form 10-K.

ITEM 1A.
RISK FACTORS

In addition to the other information in this Annual Report on Form 10-K, shareholders or prospective investors should carefully consider the following risk factors when evaluating DSW Inc. If any of the events described below occurs, our business, financial condition, results of operations and future growth prospects could be negatively affected.

Risks Relating to Our Business

Our strategy of growing our store base and digital demand could strain our resources and have a material adverse effect on our business and financial performance.

Our continued and future growth in part depends on our ability to successfully open and operate new DSW stores on a profitable basis. We also continue to invest in our digital capabilities in order to deliver a high-quality, coordinated shopping experience for our customers, which requires substantial investment in technology. This continued growth could place increased demands on our financial, managerial, operational and administrative resources. We may not achieve our planned growth on a timely and profitable basis or achieve results in new locations similar to those achieved in existing locations in prior periods.

We plan to expand the chain by approximately three to six DSW stores in fiscal 2018. 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 acceptable lease terms; build-out or refurbish sites on a timely and effective basis; obtain sufficient financing and capital resources or generate sufficient cash flows from operations to fund growth; open new stores at costs not significantly greater than those anticipated; successfully open new DSW stores in markets in which we currently have few or no stores; control the costs of other capital investments associated with store openings; hire, train and retain qualified managers and store personnel; and successfully integrate new stores into our existing infrastructure, operations, management and distribution systems or adapt such infrastructure, operations and systems to accommodate our growth. As a result, we may be unable to open new stores at the rates expected or at all. If we fail to successfully implement our growth strategy, the opening of new DSW stores could be delayed or prevented, could cost more than anticipated and could divert resources from other areas of our business, any of which could have a material adverse effect on our business. To the extent that we open new DSW stores in our existing markets, we may experience reduced net sales in existing stores in those markets. As our store base increases, our stores will become more concentrated in the markets we serve. As a result, the number of customers and financial performance of individual stores may decline and the average sales per square foot at our stores may be reduced, which could have a material adverse effect on our business.

As we introduce enhancements to our web site at dsw.com, the mobile site at m.dsw.com, and the DSW mobile application, we could experience downtime or other technical issues, which could have a material adverse effect on our business. In addition, the growth in digital demand could result in a diversion of traffic from our stores.

The planned acquisition of Town Shoes could disrupt our ongoing business and adversely impact our results of operations.
 
During the first half of fiscal 2018, we intend to exercise the call option to purchase the remaining interest in Town Shoes. We may not succeed in executing the acquisition on time, within budget, or at all. The acquisition of Town Shoes may disrupt our business or divert the attention of our management. Achieving the expected benefits depends in large part on our successful integration of Town Shoes' operations, systems and personnel with our own in a timely and efficient manner. We cannot ensure that all of our integration efforts will be completed on a timely basis or as planned. Our operating results or financial condition may be adversely impacted by pre-existing claims or liabilities, both known and unknown. In addition, the integration process may strain our financial and managerial controls and reporting systems and procedures and may also result in the diversion of management and financial resources from core business objectives. Our ability to successfully operate Town Shoes in Canada may be adversely affected by political, economic and social conditions beyond our control, local laws and customs, and legal and regulatory constraints, including compliance with applicable anti-corruption and currency laws and regulations. Risks

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inherent in our existing and future operations also include, among others, the costs and difficulties of managing operations outside of the United States, suffering possible adverse tax consequences from changes in tax laws or the unfavorable resolution of tax assessments or audits, and greater difficulty in enforcing intellectual property rights. Additionally, foreign currency exchange rates and fluctuations thereof may have an adverse effect on our financial results. There can be no assurance that we will successfully integrate our businesses or that we will realize the anticipated benefits of the acquisition after we complete our integration efforts.

Our failure to protect our reputation could have a material adverse effect on our brands.

The value of our brand is largely dependent on the success of our merchandise assortment and our ability to provide a consistent, high quality customer experience. Any negative publicity about us or the significant brands we offer may reduce demand for our merchandise. Failure to comply with ethical, social, product, labor, health and safety, accounting or environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer actions. Consumer actions could include boycotts and negative publicity through social or digital media. Public perception about us or the products we carry, whether justified or not, could impair our reputation, involve us in litigation, damage our brand and have a material adverse effect on our business.

We rely on our strong relationships with vendors to purchase brand name and designer merchandise at favorable prices. If these relationships were to be impaired, we may not be able to obtain a sufficient assortment of merchandise at attractive prices, and we may not be able to respond promptly to changing fashion trends, either of which could have a material adverse effect on our business and financial performance.

Our success depends, to a significant extent, on the willingness and ability of our vendors to supply us with sufficient inventory to stock our sales channels as we generally do not have long-term supply agreements or exclusive arrangements with any vendors. If we fail to maintain strong relationships with our existing vendors or to ensure the quality of merchandise they supply us, and if we cannot maintain or acquire new vendors of in-season brand name and designer merchandise, our ability to obtain a sufficient amount and variety of merchandise at favorable prices may be limited, which could have a negative impact on our business. Decisions by vendors to not sell to us or to limit the availability of their products to us could have a negative impact on our business. In addition, our inability to stock our sales channels with in-season merchandise at attractive prices could result in lower net sales and decreased customer interest in our sales channels, which could have a material adverse effect on our business. Further, if our merchandise costs increase due to increases incurred by our vendors in raw materials, energy, labor, or duties and taxes on imports, or other reasons, our ability to respond or the effect of our response could adversely affect our net sales or gross profit. During fiscal 2017, three key vendors together supplied approximately 20% of our merchandise. The loss of, or a reduction in, the amount and quality of merchandise supplied by any one of these vendors could have an adverse effect on our business. In addition, any negative brand image, wide-spread product defects, or negative publicity related to these three key vendors, or other vendors, could have an adverse effect on our brand reputation and on our business.

We may be unable to anticipate and respond to fashion trends, consumer preferences and changing customer expectations, which could have a material adverse effect on our business.

Our merchandising strategy is based on having the proper mix of products in each store to attract our target customers or having those products available via our omni-channel capabilities. This requires us to anticipate and respond to numerous and fluctuating variables in fashion trends and other conditions in the markets in which our stores are situated. A variety of factors will affect our ability to maintain the proper mix of products in each store, including: local economic conditions impacting customers' discretionary spending; unanticipated fashion trends; our ability to provide timely access to in-season merchandise at attractive prices; our success in distributing merchandise to our stores in an efficient manner; and changes in weather patterns, which in turn affect consumer preferences. If we are unable to anticipate and fulfill the merchandise needs of our customers, we may experience decreases in our net sales and may be forced to increase markdowns in relation to slow-moving merchandise, either of which could have a material adverse effect on our business.

Being an omni-channel retailer is a business necessity to meet changing customer experience expectations and an opportunity to create a competitive advantage as our customers expect to be able to shop across multiple sales channels. In the event that our omni-channel strategy does not meet customer expectations or is not differentiated from our competitors, it may have a material adverse effect on our business.


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The loss or disruption of information technology services could affect our ability to implement our growth strategy and have a material adverse effect on our business.

Our information technology systems are an integral part of our growth strategy in efficiently operating and expanding our business, in managing operations and protecting against security risks related to our electronic processing and transmitting of confidential customer and associate data. The requirements to keep our information technology systems operating at peak performance may be higher than anticipated and could strain our capital resources, management of any system upgrades, implementation of new systems and the related change management processes required with new systems and our ability to protect ourselves from any future information security breaches. In addition, any significant disruption of our data center could have a material adverse effect on those operations dependent on those systems, most specifically, store operations, dsw.com, our distribution and fulfillment centers and our merchandising team. While we maintain business interruption and property insurance, in the event our data center was to be shut down, our insurance may not be sufficient to cover the impact to the business.

We accept orders through our e-commerce channels and are subject to various risks of operating online and mobile selling capabilities such as: the failure of our information technology infrastructure, including any third-party hardware or software, resulting in downtime or other technical issues; difficulty in integrating acquired businesses; reliance on third-party logistics providers to deliver our products to customers; inability to respond to technological changes; violations of state or federal laws; credit card fraud; or other information security breaches. Failure to mitigate these risks could have a material adverse effect on our business.

We face security risks related to our electronic processing of sensitive and confidential personal and business data. If we are unable to protect our data, a security breach could damage our reputation and have a material adverse effect on our business.

Given the nature of our business, we collect, process and retain sensitive and confidential customer and associate data, in addition to proprietary business information. We may be vulnerable to a data compromise, computer viruses, physical and electronic break-ins, and similar disruptions, which may not be prevented by our efforts to secure our computer systems, which include vulnerability scans and patching, web-application firewalls, reverse-proxies, network firewalls, two-factor authentication, identity and access management, data encryption, intrusion detection and prevention devices, endpoint detection and response software, and data loss prevention software. Regular penetration tests of our networks are conducted by a third party service provider and we leverage any findings to further enhance our security. We also employ secure file transfer options to provide security for processing, transmission and storage of confidential information. Our critical data is replicated and backed up to a separate secured datacenter. However, our efforts may not be able to prevent rapidly evolving types of cyber-attacks and a successful breach of our computer systems could result in misappropriation of personal, payment or sensitive business information. In addition, we rely on associates, contractors and other third parties who may attempt to circumvent our security measures in order to obtain such information, and may purposefully or inadvertently cause a breach involving such information. Actual or anticipated attacks, as well as the integration of new or existing systems of acquired businesses, may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, pay higher insurance premiums, and engage third party specialists for additional services. An information security breach involving confidential and personal data could damage our reputation and our customers' willingness to shop in our stores or through our e-commerce platforms. In addition, we may incur material liabilities and remediation costs as a result of an information security breach, including potential liability for stolen customer or associate data, repairing system damage or providing credit monitoring or other benefits to customers or associates affected by the breach. In the event we experience an information security breach, our insurance may not be sufficient to cover the impact to the business. Although we have developed mitigating security controls to reduce our cyber risk and protect our data from loss or disclosure due to a security breech, including processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security.

The loss or disruption of our distribution and/or fulfillment operations could have a material adverse effect on our business and operations.

For our DSW and ABG stores, the majority of our inventory is shipped directly from suppliers to our distribution center in Columbus, Ohio and a West Coast facility operated by a third party, where the inventory is then processed, sorted and shipped to one of our pool locations located throughout the country and then on to the stores. Our inventory can also be shipped directly from our fulfillment center, also located in Columbus, Ohio, and supported by a third party, to our customers. Through our ship from store capability, our inventory is shipped directly from our DSW stores. Through our drop ship program, inventory is shipped from the vendor's warehouse directly to the customer.


7


Our operating results depend on the orderly operation of our receiving, distribution, and fulfillment process, which in turn depends on third-party vendors' adherence to shipping schedules and our effective management of our facilities. We may not anticipate all the changing demands that our expanding operations will impose on our receiving, distribution, and fulfillment system, and events beyond our control, such as disruptions in operations due to integration of new stores or businesses, catastrophic events, labor disagreements, or shipping problems, that may result in delays in the delivery of merchandise to our stores and customers. While we maintain business interruption and property insurance, in the event our distribution and fulfillment centers shut down for any reason or if we were to incur higher costs and longer lead times in connection with a disruption at our distribution and fulfillment centers, our insurance may not be sufficient to cover the impact to the business.

If Stein Mart were to terminate our supply agreement, close a significant number of stores or liquidate, such event could have a material adverse effect on our business and financial performance.

We currently provide services through ABG to 292 Stein Mart stores and Steinmart.com through ongoing supply arrangements. Our contractual termination date for the supply agreement with Stein Mart is January 2020. If Stein Mart were to terminate our supply agreement, close a significant number of stores or liquidate, such event could have a material adverse effect on our business and financial performance.

We are constantly exploring new business opportunities and implementing initiatives. The failure to successfully execute our strategies may have a material adverse effect on our business, results of operations or financial condition.

The continued development and implementation of new business opportunities and strategies could distract management from our core business. During fiscal 2014, we acquired an equity interest in Town Shoes and plan to acquire the remaining interest during the first half of fiscal 2018. During fiscal 2016, we signed an agreement with the Apparel Group as an exclusive franchise partner in the Gulf Coast region of the Middle East. In the event that we lose focus on our core business or are unsuccessful in the execution of our concept, it may have a material adverse effect on our business, results of operations or financial condition.

If our international franchisees do not operate the franchised stores according to our standards, our brand reputation could be negatively impacted.

We are exposed to risks through international relationships. During fiscal 2014, we entered into a licensing agreement that allows Town Shoes to use the DSW Designer Shoe Warehouse tradename for their new larger concept Canadian stores. During fiscal 2016, we signed a franchise agreement that will permit our franchisee to operate our DSW Designer Shoe Warehouse stores in the Gulf Coast region of the Middle East. Although we evaluated and selected our franchisee and will do so with further franchisees, our ability to impact the success of their operations is limited. Our franchisees may not run the stores according to our standards, which could have a material adverse effect on our brand reputation and our business. We are also subject to certain U.S. laws, including the Foreign Corrupt Practices Act, as well as compliance with the laws of foreign countries in which we operate. Violations of these laws could subject us to sanctions or other fines or penalties that could have a material adverse effect on our business.

Our sales and quarterly financial performance may fluctuate for a variety of reasons, including seasonal variability.

Our business is sensitive to consumer spending patterns, which in turn are subject to prevailing regional and national economic conditions and the general level of economic activity. Our comparable sales and quarterly results of operations have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of other factors affect our sales and quarterly financial performance, including: uncertain macro-economic conditions and changes in 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; expenses associated with new DSW stores, our omni-channel strategy and marketing expenses; changes in our merchandise mix; changes in and regional variations in demographic and population characteristics; timing of promotional events; seasonal fluctuations due to weather conditions; and actions by our competitors. Accordingly, our results for any one fiscal quarter are not necessarily indicative of the results to be expected for any other quarter, and comparable sales for any particular future period may increase or decrease. Our future financial performance may fall below the expectations of securities analysts and investors, which may adversely impact the price of our common shares.

In addition, our business is subject to seasonal merchandise trends when our customers' interest in new seasonal styles increases. New spring styles are introduced in the first quarter and new fall styles are introduced in the third quarter. As a result of seasonal merchandise trends, any factors negatively affecting us during these periods, including adverse weather, the timing and level of markdowns, fashion trends or unfavorable economic conditions, could have a material adverse effect on our business.

8


Our failure to retain our existing senior management team and to continue to attract qualified new personnel could adversely affect our business.

Our business requires disciplined execution at all levels of our organization, which requires an experienced and talented management team. If we were to lose the benefit of the experience, efforts and abilities of any of our key executives and buying personnel, our business could be adversely affected. We have entered into employment agreements with several key executives and also offer compensation packages designed to attract and retain talent. Furthermore, our ability to manage our expansion will require us to continue to train, motivate and develop our employees to maintain a high level of talent for future challenges and succession planning. Competition for these types of personnel is intense, and we may not be successful in attracting and
retaining the personnel required to grow and operate our business.

We are dependent on our customer loyalty program and marketing to drive traffic, sales and loyalty, and any decrease in membership or purchases from members could have a material adverse effect on our business.

Customer traffic is influenced by our marketing and our DSW Rewards programs. DSW Rewards is a customer loyalty program that we rely on to drive customer traffic, sales and loyalty. DSW Rewards members earn reward certificates of discounts on future purchases. Approximately 25 million members are enrolled in our DSW Rewards program and have made at least one purchase over the course of the last two years. In fiscal 2017, shoppers in the DSW Rewards program generated approximately 90% of DSW segment sales. During fiscal 2018, we are planning to launch a new loyalty program called DSW VIP, with new benefits, personalized options and faster ways to earn points, which we cannot ensure will activate more customers, increase purchase frequency or grow sales. In the event that our reward members do not continue to shop at DSW, we fail to add new members, the number of members decreases, or our marketing is not effective in driving customer traffic, this could have a material adverse effect on our business.

We are exposed to risks through the leasing of certain properties.

We lease an office space that expires in 2024, which we sublease the entire space to an unrelated third party at an annual rent that is lower than our total annual lease obligation. The sublease was renewed for a two-year term in June 2017, but that tenant can terminate at any time with 60 days' notice. In addition, as a result of a previous merger, we provided a guarantee for a lease commitment that is scheduled to expire in 2024 of a location that has been leased to a third party. In the event that any of these arrangements is not renewed or is terminated, the foregoing circumstances or events could have a material adverse effect on our financial condition.

We have a leased office space that expires in 2020 and a leased fulfillment center that expires in 2023 related to the Ebuys business. As a result of our decision to exit the Ebuys business, we are marketing these locations to third parties to assume or sublease. We cannot assure that we will be able to assign or sublease either of these properties, which may have a material adverse effect on our business, results of operations or financial condition.

Risks Relating to the External Environment

We may be unable to compete in our highly competitive market, which could have a material adverse effect on our business.

The retail footwear market is highly competitive with few barriers to entry. We compete against a diverse group of retailers, both small and large, including department stores, mall-based shoe stores, national chains, independent shoe retailers, single-brand specialty retailers, online shoe retailers, brand-oriented discounters, multi-channel specialty retailers and brand suppliers who sell directly to consumers. Our success depends on our ability to remain competitive with respect to assortment, convenience and value. The performance of our competitors, as well as a change in their pricing policies as a result of the current economic environment, marketing activities and other business strategies, could have a material adverse effect on our business.

E-commerce networks have rapidly evolved while consumer receptiveness to shopping online has substantially increased. Competition from e-commerce players has significantly increased due to their ability to provide improved user experience, greater ease of buying goods, low or no shipping fees, faster shipping times and more favorable return policies. Businesses, including our suppliers, can easily launch online sites and mobile platforms at nominal costs by using commercially available software or partnering with any of a number of successful digital marketplace providers. Some of our suppliers use such platforms to compete with us by allowing consumers to purchase products directly through the supplier. Competitors with other revenue sources may also be able to devote more resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote more resources to websites, mobile platforms and applications and systems development.


9


We rely on foreign sources for our merchandise, and our business is therefore subject to risks associated with international trade.

We purchase merchandise from domestic and foreign vendors. In addition, many of our domestic vendors import a large portion of their merchandise from abroad, primarily from China, Brazil and Italy. We believe that almost all the merchandise we purchased during fiscal 2017 was manufactured outside the United States, and the majority was manufactured in China. For this reason, we face risks inherent in purchasing from foreign suppliers, such as: economic and political instability in countries where these suppliers are located; international hostilities or acts of war or terrorism affecting the United States or foreign countries from which our merchandise is sourced; increases in shipping costs; transportation delays and interruptions, including increased inspections of import shipments by domestic authorities; work stoppages; U.S. laws affecting the importation of goods, including duties, tariffs and quotas and other non-tariff barriers; expropriation or nationalization; changes in foreign government administration and governmental policies; changes in import duties or quotas; compliance with trade and foreign tax laws; and local business practices, including compliance with foreign laws and with domestic and international labor standards.

We require our vendors to operate in compliance with applicable laws and regulations and our internal requirements. However, we do not control our vendors or their labor and business practices. The violation of labor or other laws by one of our vendors could have a material adverse effect on our business.

Uncertainty in future changes to tax legislation, regulatory reform or policies could have a material adverse effect on our business.

Tax laws, regulations, and policies in various jurisdictions may be subject to significant change due to economic, political and other conditions. The recently enacted U.S. tax reform legislation referred to as the Tax Cuts and Jobs Act of 2017 (the "U.S. Tax Reform"), significantly changes how the U.S. taxes corporations and requires complex computations to be performed that were not previously required in U.S. tax law. The U.S. Treasury Department, the Internal Revenue Service (the "IRS"), and other standard-setting bodies could interpret or issue guidance on how provisions of the U.S. Tax Reform will be applied or otherwise administered that is different from our interpretation. As we complete our analysis of the U.S. Tax Reform, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may materially impact our provision for income taxes in the period in which the adjustments are made. In addition, state, local or foreign jurisdictions may enact tax laws in response to the U.S. Tax Reform that could result in further changes to taxation and materially affect our financial position and results of operations.

Uncertain economic conditions and other events in the United States and other countries in which we operate, can adversely affect consumer confidence and consumer spending habits, which could result in reduced net sales.

Consumer spending habits, including spending for the footwear and accessories that we sell, are affected by, among other things: prevailing economic conditions; levels of employment; salaries and wage rates; prevailing interest rates; income tax rates and policies; consumer confidence; and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers' disposable income. Consumer confidence can also be affected by the domestic or international political environment. The outbreak or escalation of war, natural disasters, or the occurrence of terrorist acts or other hostilities in or affecting the United States or other countries in which we operate, could lead to a decrease in spending by consumers. In an economic slowdown, we could experience lower net sales than expected on a quarterly or annual basis and be forced to delay or slow our expansion plans. Reduced net sales may result in reduced operating cash flows if we are not able to appropriately manage inventory levels or leverage expenses. These negative economic conditions could have a material adverse effect on our business.

Restrictions in our Credit Facility could limit our operational flexibility.

On August 25, 2017, we entered into a senior unsecured revolving credit agreement (the "Credit Facility") with a maturity date of August 25, 2022 that replaced our previous secured revolving credit agreement and letter of credit agreement. The Credit Facility provides a revolving line of credit up to $300 million, with sub-limits for the issuance of up to $50 million in letters of credit, swing loan advances of up to $15 million, and the issuance of up to $75 million in foreign currency revolving loans and letters of credit. The Credit Facility may be further increased by up to $100 million subject to agreed-upon terms and conditions. The Credit Facility may be used to provide funds for working capital, capital expenditures, dividends and share repurchases, other expenditures, and permitted acquisitions as defined by the Credit Facility. The Credit Facility contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of a leverage ratio not to exceed 3.25:1 and a fixed charge coverage ratio not to be less than 1.75:1. A violation of any of the covenants could result in a default under the Credit Facility that would permit the lenders to restrict our ability to

10


further access the Credit Facility for loans and letters of credit and require the immediate repayment of any outstanding loans under the Credit Facility.

Our cash and investments are subject to risks that could affect the liquidity of these investments.

As of February 3, 2018, we had cash and investments of $300.5 million. A portion of these are held as cash in operating accounts that are with third-party financial institutions. While we regularly monitor the cash balances in our operating accounts and when possible adjust the balances as appropriate to be within Federal Deposit Insurance Corporation insurance limits, these cash balances could be lost or inaccessible if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets.

While we generally invest in lower risk investments, investment risk has been and may further be exacerbated by credit and liquidity issues that have affected various sectors of the financial markets. Our access to cash and investments, their earning potential or our ability to invest in highly rated, low risk investments may be impacted by adverse conditions in the U.S. financial markets. These market risks associated with our cash and investments could have a material adverse effect on our business.

We are exposed to foreign currency risk.

As a result of our equity investment in Town Shoes, our notes receivables from Town Shoes, and investments in available-for-sale securities in Canada, we are exposed to foreign currency rate risk. We currently do not utilize hedging instruments to mitigate foreign currency exchange risks. As of February 3, 2018, we have $10.1 million of a net foreign currency translation loss balance within accumulated other comprehensive loss. As investments are sold and when we acquire the remaining interest in Town Shoes, the associated accumulated losses will be recognized in our statement of operations. In addition, we are increasingly exposed to foreign currency exchange rate risk with respect to our revenue, profits, assets, and liabilities denominated in currencies other than the U.S. dollar.

Risks Relating to our Common Shares

Our amended articles of incorporation, amended and restated code of regulations and Ohio state law contain provisions that may have the effect of delaying or preventing a change in control of DSW Inc. This could adversely affect the value of our common shares.

Our amended articles of incorporation authorize our Board of Directors to issue up to 100,000,000 preferred shares and to determine the powers, preferences, privileges, rights, including voting rights, qualifications, limitations and restrictions on those shares, without any further vote or action by the shareholders. The rights of the holders of our Class A common shares will be subject to, and may be adversely affected by, the rights of the holders of any preferred shares that may be issued in the future. The issuance of preferred shares could have the effect of delaying, deterring or preventing a change in control and could adversely affect the voting power of our common shares.

In addition, provisions of our amended articles of incorporation, amended and restated code of regulations and Ohio law, together or separately, could discourage potential acquisition proposals, delay or prevent a change in control or limit the price that certain investors might be willing to pay in the future for our common shares. Among other things, these provisions establish a staggered board, require a super-majority vote to remove directors, and establish certain advance notice procedures for nomination of candidates for election as directors and for shareholder proposals to be considered at shareholders' meetings.

We do not expect a trading market for the Company's Class B common shares to develop and therefore any investment in the Class B common shares may be effectively illiquid, unless such shares are converted into the Company's Class A common shares.

There is currently no public market for the Company's Class B common shares. We do not intend to list the Class B common shares on any securities exchange or any automated quotation system. As a result, there can be no assurance that a secondary market will develop, and we do not expect any market makers to participate in a secondary market. Because the Class B common shares are not listed on a securities exchange or an automated quotation system, it may be difficult to obtain pricing information with respect to the shares. Accordingly, there may be a limited number of buyers if a holder decided to sell their Class B common shares. This may affect the price a holder would receive upon such sale. Alternatively, a holder of such shares could convert them into Class A common shares, on a share for share basis, prior to selling. However, such conversion could affect the timing of any such sale, which may in turn affect the price a holder may receive upon such sale.


11


The Schottenstein Affiliates, entities owned by or controlled by Jay L. Schottenstein, the executive chairman of the DSW Inc. Board of Directors, and members of his family, directly control or substantially influence the outcome of matters submitted for DSW Inc. shareholder votes, and their interests may differ from other shareholders.

As of February 3, 2018, the Schottenstein Affiliates have approximately 51% of the voting power of the Company's outstanding common shares. The Schottenstein Affiliates directly control or substantially influence the outcome of all matters submitted to DSW Inc.'s shareholders for approval, including the election of directors, approval of mergers or other business combinations, and acquisitions or dispositions of assets. The interests of the Schottenstein Affiliates may differ from or be opposed to the interests of other shareholders, and their level of ownership and voting power in the Company may have the effect of delaying or preventing a subsequent change in control that may be favored by other shareholders.

The Schottenstein Affiliates engage in a variety of businesses, including, but not limited to, business and inventory liquidations, apparel companies and real estate investments. Opportunities may arise in the area of potential competitive business activities that may be attractive to the Schottenstein Affiliates and us. Our amended and restated articles of incorporation provide that the Schottenstein Affiliates are under no obligation to communicate or offer any corporate opportunity to us. In addition, the Schottenstein Affiliates have the right to engage in similar activities as us, do business with our suppliers and customers, and, except as limited by agreement, employ or otherwise engage any of our officers or employees.

Furthermore, as a "controlled company" within the meaning of The New York Stock Exchange ("NYSE") rules, the Company qualifies for and, in the future, may opt to rely on, exemptions from certain corporate governance requirements, including having a majority of independent directors, as well as having nominating and corporate governance and compensation committees composed entirely of independent directors.

ITEM 1B.
UNRESOLVED STAFF COMMENTS

None.

ITEM 2.
PROPERTIES

We own our corporate office headquarters and the DSW segment distribution center. As of February 3, 2018, all 512 DSW stores and our fulfillment center are leased, including 18 DSW stores and our fulfillment center that are leased from Schottenstein Affiliates. Our DSW stores average approximately 21,000 square feet. Most of the DSW store leases are for a fixed term with options for extension periods, exercisable at our option. The lease for our fulfillment center expires in September 2022 and has two renewal options with terms of five years each. Our DSW segment distribution facility, our corporate office headquarters and our fulfillment center are located in Columbus, Ohio.

The following table sets forth the number of our DSW stores by state and territory as of February 3, 2018:
Location
 
Number of Stores
 
Location
 
Number of Stores
 
Location
 
Number of Stores
Alabama
 
6

 
Louisiana
 
4
 
North Dakota
 
1

Arizona
 
10

 
Maine
 
1
 
Ohio
 
21

Arkansas
 
1

 
Maryland
 
20
 
Oklahoma
 
4

California
 
49

 
Massachusetts
 
18
 
Oregon
 
6

Colorado
 
11

 
Michigan
 
20
 
Pennsylvania
 
25

Connecticut
 
11

 
Minnesota
 
12
 
Puerto Rico
 
2

Delaware
 
1

 
Mississippi
 
1
 
Rhode Island
 
2

Florida
 
31

 
Missouri
 
5
 
South Carolina
 
3

Georgia
 
17

 
Nebraska
 
3
 
Tennessee
 
8

Idaho
 
1

 
Nevada
 
3
 
Texas
 
46

Illinois
 
29

 
New Hampshire
 
2
 
Utah
 
3

Indiana
 
11

 
New Jersey
 
20
 
Virginia
 
22

Iowa
 
2

 
New Mexico
 
1
 
Washington
 
12

Kansas
 
3

 
New York
 
37
 
District of Columbia
 
3

Kentucky
 
4

 
North Carolina
 
10
 
Wisconsin
 
10

 
 
 
 
 
 
 
 
Total
 
512



12


ITEM 3.
LEGAL PROCEEDINGS

The information set forth in Note 14, Commitments and Contingencies - Legal Proceedings, of the Consolidated Financial Statements of this Annual Report on Form 10-K is incorporated herein by reference.

ITEM 4.
MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Shares

Our Class A common shares are listed for trading under the ticker symbol "DSW" on the NYSE. There is currently no public market for the Company's Class B common shares, but the Class B common shares can be exchanged for the Company's Class A common shares at the election of the holder on a share for share basis. Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval. As of March 16, 2018, there were 176 holders of record of our Class A common shares and 12 holders of record of our Class B common shares. The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in "street names" or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories.

The following table sets forth the high and low prices of our Class A common shares as reported on the NYSE for each quarter in fiscal 2017 and 2016:
 
Fiscal 2017
 
Fiscal 2016
 
Market Price
 
High
 
Low
 
High
 
Low
First Quarter
$
22.26

 
$
18.55

 
$
29.53

 
$
21.99

Second Quarter
$
21.72

 
$
15.98

 
$
24.98

 
$
18.51

Third Quarter
$
21.84

 
$
15.14

 
$
26.22

 
$
20.07

Fourth Quarter
$
22.72

 
$
17.75

 
$
25.96

 
$
20.08


Dividends

The payment of any future dividends is at the discretion of our Board of Directors and is based on our future earnings, cash flow, financial condition, capital requirements, changes in taxation laws, general economic condition and any other relevant factors. It is anticipated that dividends will be declared on a quarterly basis. Our Credit Facility allows the payments of dividends by us or our subsidiaries, provided that immediately before and after a dividend payment there is no event of default, as defined in our Credit Facility. The cash dividend was $0.20 per Class A common share and Class B common share for each quarter in fiscal 2017 and 2016. On February 13, 2018, the Board of Directors increased the quarterly cash dividend from $0.20 per share to $0.25 per share.

Share Repurchase Program

On August 17, 2017, the Board of Directors authorized the repurchase of an additional $500 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization. The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our common shares under the program. Shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.


13


The following table sets forth the Class A common share repurchases during the most recent quarter:
 
(a)
Total Number of Shares Purchased
 
(b)
Average Price Paid per Share
 
(c)
Total Number of Shares Purchased as Part of Publicly Announced Programs
 
(d)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
 
(in thousands, except per share amounts)
October 29, 2017 to November 25, 2017(1)
7

 
$
21.05

 

 
$
524,094

November 26, 2017 to December 30, 2017(1)
5

 
$
20.36

 

 
$
524,094

December 31, 2017 to February 3, 2018

 
$

 

 
$
524,094

 
12

 
$
20.79

 

 
 
(1)
The total number of shares repurchased includes shares withheld in connection with tax payments due upon vesting of employee restricted stock awards.


14


Performance Graph

The following graph compares our cumulative total shareholder return on our Class A common shares with the cumulative total returns of the Standard and Poor's ("S&P") MidCap 400 Index, S&P 500 Retailing Index, and the S&P MidCap 400 Retail Index, all of which are published indexes. We have added the S&P MidCap 400 Retail Index to this year’s stock performance graph as it is comprised of companies with operations more similar to ours than companies comprising the S&P 500 Retail Index, which includes a number of large cap technology companies. We have retained the S&P 500 Retail Index for comparison purposes this year, but will not include this index in our stock performance graph going forward. The comparison of the cumulative total returns for each investment assumes that $100 was invested on February 2, 2013 and that all dividends were reinvested. This comparison includes the period ended February 2, 2013 through the period ended February 3, 2018.

capturemaster.jpg
 
 
 
 
Fiscal Years Ended
Company / Index
 
February 2, 2013
 
February 1, 2014
 
January 31, 2015
 
January 30, 2016
 
January 28, 2017
 
February 3, 2018
DSW Inc.
 
$
100.00

 
$
139.92

 
$
158.89

 
$
153.55

 
$
106.43

 
$
93.25

S&P MidCap 400 Index
 
$
100.00

 
$
116.75

 
$
140.21

 
$
153.24

 
$
140.71

 
$
181.17

S&P 500 Retailing Index
 
$
100.00

 
$
106.31

 
$
132.13

 
$
156.90

 
$
181.31

 
$
212.66

S&P MidCap 400 Retail Index
 
$
100.00

 
$
122.68

 
$
138.30

 
$
166.55

 
$
144.17

 
$
145.93



15


ITEM 6.
SELECTED FINANCIAL DATA

The following table sets forth various selected financial information. Such selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements, including the notes thereto, set forth in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.
 
Fiscal(1)
 
2017
 
2016
 
2015
 
2014
 
2013
 
(in thousands, except per share data, store count and per square foot data)
Statement of Operations Data:
 
 

 
 
 
 
 
 
Net sales
$
2,799,794

 
$
2,711,444

 
$
2,620,248

 
$
2,496,092

 
$
2,368,668

Gross profit(2)
$
789,376

 
$
771,833

 
$
768,369

 
$
755,021

 
$
739,287

Operating profit(3)
$
124,960

 
$
200,168

 
$
213,551

 
$
242,485

 
$
241,424

Net income(4)
$
67,304

 
$
124,535

 
$
136,034

 
$
153,299

 
$
151,302

Diluted earnings per share
$
0.83

 
$
1.52

 
$
1.54

 
$
1.69

 
$
1.65

Weighted average number of diluted shares outstanding
80,687

 
82,135

 
88,501

 
90,612

 
91,901

Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Cash and investments
$
300,537

 
$
287,091

 
$
330,475

 
$
447,128

 
$
579,307

Inventory
$
501,903

 
$
499,995

 
$
484,236

 
$
450,836

 
$
397,768

Total assets
$
1,413,613

 
$
1,428,476

 
$
1,369,109

 
$
1,438,243

 
$
1,421,244

Total shareholders' equity
$
950,355

 
$
937,488

 
$
904,924

 
$
1,011,120

 
$
998,544

Other Data:
 
 
 
 
 
 
 
 
 
Comparable sales change(5)
(0.4
)%
 
(3.0
)%
 
0.8
%
 
1.8
%
 
0.2
%
DSW stores (excluding licensed stores):
 
 
 
 
 
 
 
 
 
Beginning of period
501

 
468

 
431

 
394

 
364

New stores
15

 
34

 
40

 
37

 
30

Closed stores
(4
)
 
(1
)
 
(3
)
 

 

End of period
512

 
501

 
468

 
431

 
394

DSW segment square footage(6)
10,485

 
10,336

 
9,805

 
9,277

 
8,687

DSW segment net sales per average square foot
$
246

 
$
246

 
$
258

 
$
261

 
$
265

ABG stores, end of period
293

 
395

 
379

 
371

 
356

Cash dividends per share
$
0.800

 
$
0.800

 
$
0.800

 
$
0.750

 
$
0.375

(1)
All fiscal years are based on a 52-week year, except for fiscal 2017, which is based on a 53-week year. Fiscal 2016 and 2017 include the results of operations of Ebuys, which we acquired on March 4, 2016.
(2)
Gross profit is defined as net sales less cost of sales. Cost of sales includes the cost of merchandise, which includes markdowns, shrinkage, and other inventory write-downs, and expenses associated with distribution and fulfillment (including depreciation) and store occupancy (excluding depreciation). The calculation of gross profit varies across the retail industry and, as a result, the calculations of other retail companies may not be consistent with our calculation.
(3)
During fiscal 2017, as a result of recurring operating losses incurred by Ebuys, which led to our decision to exit the business, we recorded goodwill, intangible and fixed asset impairment charges of $89.4 million, inventory write-downs of $9.3 million, and a gain due to the change in fair value of Ebuys contingent consideration liability of $32.7 million. During fiscal 2016, we recorded a gain due to the change in fair value of Ebuys contingent consideration liability of $20.2 million. Fiscal 2013 included net losses from a luxury business test of $19.7 million and charges from the termination of a pension plan assumed in a previous acquisition of $14.7 million.

16


(4)
During fiscal 2017, we recognized $10.1 million of additional net tax expense as a result of implementing the U.S. Tax Reform.
(5)
A DSW or ABG store is considered comparable when in operation for at least 14 months at the beginning of the fiscal year. Stores are added to the comparable base at the beginning of the year and are dropped for comparative purposes in the quarter they are closed. Comparable sales includes sales from dsw.com and excludes sales from Gordmans and Ebuys. The calculation of comparable sales varies across the retail industry and, as a result, the calculations of other retail companies may not be consistent with our calculation.
(6)
DSW segment square footage represents the total amount of square footage as of the end of the fiscal year for DSW stores only and does not include square footage of the distribution and fulfillment centers.

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management's discussion and analysis of financial condition and results of operations contains forward-looking statements that involve various risks and uncertainties. See Cautionary Statement on page iii for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with our Consolidated Financial Statements, including the notes thereto, set forth in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Item 1A. Risk Factors of this Annual Report on Form 10-K and included elsewhere in this Annual Report on Form 10-K.

Executive Overview

We have accomplished several milestones in fiscal 2017. Our merchandise strategy brought renewed momentum with positive footwear comparable sales for three quarters in a row. Our Power 35 initiative, which focuses on improving our stores with the highest volume, delivered a top line improvement for these stores and our team is focused on applying key learnings to the rest of the chain. Our investments in new customer acquisition and the successful roll out of kids’ footwear enabled the DSW segment to accelerate market share gains and outpaced industry growth.

With our mission to inspire self-expression, we are deepening our customer connection by developing experiences that inspire emotional loyalty. We are testing a new store design that elevates DSW’s warehouse experience, expands the number of customer choices, and introduces new services. We are also planning to launch a new loyalty program called DSW VIP, with new benefits, personalized options, faster ways to earn points, and features that we expect will result in activating more customers, increase purchase frequency and grow sales. Our e-commerce platform and industry-leading omni-channel infrastructure delivered double-digit gains in online demand, which we expect to continue to expand with increased digital marketing, proactive engagement, and improved technology.

We acquired Ebuys in fiscal 2016 as part of our strategy to expand our presence in emerging online marketplaces. Due to recurring operating losses incurred by Ebuys since its acquisition, as well as increased competitive pressures in the digital marketplaces, we conducted a comprehensive evaluation of its strategic alternatives and concluded that the challenge of sourcing the right merchandise in a sustainable way and the requirements to scale the business entailed unacceptable economics in the near term. As a result, we made the decision to exit the business. Our brief ownership has given us insight into online marketplaces, which will inform future potential decisions around accelerating our digital business and competing with traditional retail and direct-to-consumer models.

As the industry continues to consolidate, we will continue to pursue opportunities to expand our market share. We look forward to the early fiscal 2018 acquisition of the remaining interest in Town Shoes, which brings new retail banners to our portfolio and grows our customer base long term.

Financial Summary

All fiscal years are based on a 52-week year, except for fiscal 2017, which is based on a 53-week year.

Total net sales increased to $2.8 billion for fiscal 2017 from $2.7 billion for fiscal 2016. The 3.3% increase in total net sales was driven by non-comparable store sales and an additional week of sales included in fiscal 2017, partially offset by the 0.4% decrease in comparable sales.

17


In fiscal 2017, DSW's gross profit as a percentage of net sales was 28.2%, a decrease of 30 basis points from 28.5% in the previous year. The decrease in the gross profit rate was primarily driven by the additional write-downs of Ebuys inventory as a result of our decision to exit the business. The additional write-downs of Ebuys inventory was based on estimated proceeds from bulk liquidation sales we expect to receive during the first quarter of fiscal 2018.

Net income for fiscal 2017 was $67.3 million, or $0.83 per diluted share, which included net after-tax charges of $55.5 million, or $0.69 per diluted share, primarily related to impairment charges, inventory write-downs, amortization of intangibles and the change in fair value of the contingent consideration liability associated with Ebuys, restructuring costs, foreign exchange net losses, and the net tax expense impact of implementing the U.S. Tax Reform. The activity associated with Ebuys was due to recurring operating losses, which led to our decision to exit the business, resulting in goodwill, intangible and fixed asset impairment charges of $89.4 million, inventory write-downs of $9.3 million, and a gain due to the change in fair value of Ebuys contingent consideration liability of $32.7 million. The impact of implementing the U.S. Tax Reform resulted in recognizing $10.1 million of additional net tax expense, primarily due to the remeasurement of federal net deferred tax assets resulting from the reduction in the federal statutory tax rate from 35% to 21%. Net income for fiscal 2016 was $124.5 million, or $1.52 per diluted share, which included net favorable after-tax adjustments of $4.4 million, or $0.06 per diluted share, related to the acquisition of Ebuys, including a reduction of the contingent consideration liability, the amortization of intangibles, and transaction costs, as well as restructuring costs.

We have continued making investments in our business that support our long-term growth objectives. During fiscal 2017, we invested $56.3 million in capital expenditures compared to $87.6 million during fiscal 2016. Our capital expenditures during fiscal 2017 were primarily related to 15 new store openings, store remodels and business infrastructure. We plan to open approximately seven to nine new stores in fiscal 2018. During the first half of fiscal 2018, we intend to exercise the call option to purchase the remaining interest in Town Shoes.

Results of Operations

The following represents selected components of our consolidated results of operations, with associated percentages of net sales:
 
Fiscal
 
2017
 
2016
 
2015
 
(dollars in thousands)
Net sales
$
2,799,794

 
100.0
 %
 
$
2,711,444

 
100.0
 %
 
$
2,620,248

 
100.0
 %
Cost of sales
(2,010,418
)
 
(71.8
)
 
(1,939,611
)
 
(71.5
)
 
(1,851,879
)
 
(70.7
)
Gross profit
789,376

 
28.2

 
771,833

 
28.5

 
768,369

 
29.3

Operating expenses
(607,723
)
 
(21.7
)
 
(591,816
)
 
(21.8
)
 
(554,818
)
 
(21.2
)
Impairment charges
(89,440
)
 
(3.2
)
 

 

 

 

Change in fair value of contingent consideration
32,747

 
1.2

 
20,151

 
0.7

 

 

Operating profit
124,960

 
4.5

 
200,168

 
7.4

 
213,551

 
8.1

Interest income, net
2,789

 
0.1

 
2,141

 
0.1

 
3,462

 
0.1

Non-operating income (expense)
(1,885
)
 
(0.1
)
 
338

 
0.0

 
3,178

 
0.1

Income before income taxes and income (loss) from Town Shoes
125,864

 
4.5


202,647

 
7.5

 
220,191

 
8.3

Income tax provision
(59,617
)
 
(2.1
)
 
(78,853
)
 
(2.9
)
 
(83,806
)
 
(3.2
)
Income (loss) from Town Shoes
1,057

 
0.0

 
741

 
0.0

 
(351
)
 
0.1

Net income
$
67,304

 
2.4
 %
 
$
124,535

 
4.6
 %
 
$
136,034

 
5.2
 %


18


Fiscal 2017 Compared to Fiscal 2016 and Fiscal 2016 Compared to Fiscal 2015

Net Sales

Net sales for fiscal 2017 increased by 3.3% from fiscal 2016 and net sales for fiscal 2016 increased by 3.5% from fiscal 2015. The following summarizes the change in total net sales from the previous fiscal year:
 
Fiscal
 
2017
 
2016
 
2015
 
(in thousands)
Net sales for the previous fiscal year
$
2,711,444

 
$
2,620,248

 
$
2,496,092

Increase (decrease) in comparable sales
(10,229
)
 
(75,267
)
 
19,505

Increase due to sales during the 53rd week
35,626

 

 

Net increase from non-comparable store sales, Ebuys and other changes
62,953

 
166,463

 
104,651

Total net sales
$
2,799,794

 
$
2,711,444

 
$
2,620,248


The following summarizes net sales by segment:
 
Fiscal
 
2017
 
2016
 
2015
 
(in thousands)
DSW segment
$
2,571,950

 
$
2,477,991

 
$
2,470,107

Other(1)
227,844

 
233,453

 
150,141

Total net sales
$
2,799,794

 
$
2,711,444

 
$
2,620,248

(1)
Other primarily represents net sales for ABG and Ebuys.

The following summarizes our comparable sales change:
 
Fiscal
 
2017
 
2016
 
2015
DSW segment
(0.5
)%
 
(2.9
)%
 
0.8
%
ABG
1.8
 %
 
(3.7
)%
 
1.7
%
Total Company
(0.4
)%
 
(3.0
)%
 
0.8
%

Fiscal 2017 vs. Fiscal 2016- The increase in total net sales was primarily driven by new store sales and the additional week of sales in fiscal 2017, partially offset by the decrease in comparable sales and the closure of Gordmans stores. Within the DSW segment, comparable sales decreased primarily due to a decline in comparable average dollar sales per transaction partially offset by higher comparable transactions. We continue to have strong growth in digital demand, including an increase in our store fulfillment of digital orders and drop ship orders fulfilled directly by vendors.

Fiscal 2016 vs. Fiscal 2015- The increase in total net sales was primarily driven by the incremental sales from the acquisition of Ebuys as our non-comparable sales offset the decrease in comparable sales. During fiscal 2016, comparable transactions decreased by a low single digit and comparable average dollar sales also decreased by a low single digit in the DSW segment. Our recent technology and omni-channel investments drove growth in digital demand throughout the year. Sales for ABG remained flat primarily as the result of comparable sales declines offset by the net addition of 16 new shoe departments in fiscal 2016.


19


Gross Profit

Gross profit decreased as a percentage of net sales to 28.2% in fiscal 2017 from 28.5% in fiscal 2016 and 29.3% in fiscal 2015. The following presents gross profit and their components as a percentage of net sales:
 
Fiscal
 
2017
 
2016
 
2015
DSW segment:
 
 
 
 
 
Merchandise margin
43.3
 %
 
43.1
 %
 
42.8
 %
Store occupancy expenses
(10.9
)
 
(11.1
)
 
(10.7
)
Distribution and fulfillment expenses
(2.3
)
 
(2.2
)
 
(2.1
)
Gross profit
30.1
 %
 
29.8
 %
 
30.0
 %
Other - Gross profit
6.9
 %
 
14.7
 %
 
18.6
 %
Total Company gross profit
28.2
 %
 
28.5
 %
 
29.3
 %

Fiscal 2017 vs. Fiscal 2016- DSW segment gross profit improved due to increases in merchandise margin of 20 basis points and decreases in store occupancy expenses of 20 basis points, partially offset by an increase in distribution and fulfillment expenses of 10 basis points. Merchandise margin for the DSW segment increased as a percentage of net sales due to higher initial markup partially offset by higher shipping costs. Related to ABG and Ebuys included in Other, the decrease in the gross profit rate was primarily driven by the additional write-downs of Ebuys inventory as a result of our decision to exit the business. The additional write-downs of Ebuys inventory was based on estimated proceeds from bulk liquidation sales we expect to receive during the first quarter of fiscal 2018.

Fiscal 2016 vs. Fiscal 2015- DSW segment merchandise margin increased 30 basis points, which was offset by increases in occupancy expenses of 40 basis points and distribution and fulfillment expenses of 10 basis points. Merchandise margin for the DSW segment increased as a percentage of net sales due to lower markdowns, partially offset by lower initial markup and the deleverage of shipping costs. Related to ABG and Ebuys included in Other, the decrease in the gross profit rate was primarily due to the inclusion of Ebuys for the first time in fiscal 2016, which included higher distribution and fulfillment expenses.

Operating Expenses

Fiscal 2017 vs. Fiscal 2016- Operating expenses as a percentage of net sales were 21.7% and 21.8% for fiscal 2017 and fiscal 2016, respectively. The decrease as a percentage of net sales over the prior year was driven by lower corporate expenses and lower new store opening costs, partially offset by higher marketing and technology expenses.

Fiscal 2016 vs. Fiscal 2015- Operating expenses as a percentage of net sales were 21.8% and 21.2% for fiscal 2016 and fiscal 2015, respectively. The increase as a percentage of net sales over the prior year was driven by increased marketing expenses and home office overhead, which includes the impact of Ebuys acquisition-related costs and restructuring expenses.

Impairment charges

During fiscal 2017, as a result of recurring operating losses incurred by Ebuys since its acquisition, which led to our decision to exit the business, we recorded impairment charges of $53.8 million for goodwill, $31.9 million for intangible assets, and $3.8 million for property and equipment.

Change in fair value of contingent consideration

The purchase price for the acquisition of Ebuys in fiscal 2016 included a contingent consideration reflecting future amounts to be paid to the sellers of Ebuys contingent upon achievement of certain milestones. During fiscal 2017, we recorded a net gain of $32.7 million reflecting the elimination of the contingent consideration liability as a result of our decision to exit the Ebuys business. During fiscal 2016, we made fair value adjustments to the contingent consideration liability based on discounted cash flows of the projected earnings performance measure and recorded a net gain of $20.2 million as a result of the fair value adjustments net of accretion and other adjustments.


20


Non-operating Income (Expense)

Non-operating income (expense) includes recognized gains (losses) from the sales of available-for-sale investments and recognized foreign exchange gains (losses) resulting from transactions with our Canadian investments and the revaluation of cash denominated in CAD.

Income Taxes

Our effective tax rate for fiscal 2017 was 47.0% compared to 38.8% for fiscal 2016 and 38.1% for fiscal 2015. The effective tax rates reflect the impact of federal, state and local, and foreign taxes, as well as tax on the income or loss from Town Shoes. The effective tax rate for fiscal 2017 was significantly impacted by the impact of implementing the U.S. Tax Reform, which resulted in recognizing $10.1 million of additional net tax expense. This amount is primarily comprised of the remeasurement of federal net deferred tax assets resulting from the reduction in the federal statutory tax rate from 35% to 21%.

Income (Loss) from Town Shoes

Income (loss) from Town Shoes includes our portion of the loss in Town Shoes' operations, offset by the interest income on the notes receivable.

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 growth. Our working capital and inventory levels typically build seasonally. During the first half of fiscal 2018, we intend to exercise the call option to purchase the remaining interest in Town Shoes.

On February 13, 2018, the Board of Directors increased the quarterly cash dividend from $0.20 per share to $0.25 per share. On August 17, 2017, the Board of Directors authorized the repurchase of an additional $500 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous authorization. As of February 3, 2018, we had $524.1 million remaining available under the program. The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our common shares under the program. Shares will be repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.

Effective February 2, 2018, we entered into a secured loan agreement with Town Shoes that allows Town Shoes to borrow up to $100 million CAD at a variable interest rate, paid monthly, which replaced Town Shoes' existing credit facility with a third party bank. Also on February 2, 2018, we provided Town Shoes $64.3 million CAD ($51.7 million United States Dollars ("USD")) under this loan agreement. This arrangement allowed us to pay off Town Shoes' debt and eliminate its credit facility in advance of our acquisition of Town Shoes, provides us interest income up to the acquisition date, and provides Town Shoes liquidity to fund its working capital needs, including merchandise needed for post-acquisition operations.

The recently enacted U.S. Tax Reform significantly changes how the U.S. taxes corporations, which includes the reduction in the federal statutory tax rate from 35% to 21%, among other changes. We expect U.S. Tax Reform to reduce cash taxes paid; however, state, local or foreign jurisdictions may enact tax laws in response to the U.S. Tax Reform that could result in further changes to our taxation.

We are committed to a cash management strategy that maintains liquidity to adequately support the operation of the business, pursue our growth strategy and withstand unanticipated business volatility. We believe that cash generated from our operations, together with our current levels of cash and investments, as well as availability under our Credit Facility, are sufficient over the next 12 months and the foreseeable future to maintain our ongoing operations, support seasonal working capital requirements, fund capital expenditures, repurchase common shares under our share repurchase program, and complete the Town Shoes acquisition.


21


Operating Activities

For fiscal 2017, our net cash provided by operations was $191.0 million compared to $212.9 million for fiscal 2016. The decrease in net cash provided by operating activities was driven by the timing of working capital payments due to the extra week in fiscal 2017, primarily related to occupancy-related payments. Net income was relatively flat after adjusting for non-cash activity, which primarily included impairment charges, the change in the fair value of the contingent consideration liability, depreciation and amortization, stock-based compensation expense, and the change in deferred income taxes. Net cash provided by operations in fiscal 2016 decreased to $212.9 million from $245.4 million for fiscal 2015. The decrease in net cash provided by operating activities was primarily driven by lower net income when adjusted for non-cash activity, primarily the change in fair value of the contingent consideration liability.

Investing Activities

For fiscal 2017, net cash used in investing activities was $59.0 million. During fiscal 2017, we paid $56.3 million for capital expenditures and we had net proceeds from the sale of investments of $54.7 million, which was primarily used to provide additional loans to Town Shoes of $57.4 million, including $51.7 million during the fourth quarter of fiscal 2017. Proceeds from this loan were used by Town Shoes to pay off their existing debt and for seasonal working capital requirements.

For fiscal 2016, net cash used in investing activities was $27.3 million. During fiscal 2016, we paid $87.6 million for capital expenditures and we had net proceeds from the sale of investments of $124.8 million, which were used to fund our share repurchases, payment of dividends and the acquisition of Ebuys.

For fiscal 2015, net cash used in investing activities was $34.9 million. During fiscal 2015, we paid $103.9 million for capital expenditures and we had net proceeds from the sale of investments of $73.6 million, which were used to fund our share repurchases and the payment of dividends.

Financing Activities

For fiscal 2017, 2016 and 2015, net cash used in financing activities of $71.4 million, $110.5 million and $244.2 million, respectively, was primarily related to the payment of dividends and the repurchase of Class A common shares under the share repurchase programs.

Debt

Credit Facility- On August 25, 2017, we entered into a senior unsecured revolving credit agreement (the "Credit Facility") with a maturity date of August 25, 2022 that replaced our previous secured revolving credit agreement and letter of credit agreement. The Credit Facility provides a revolving line of credit up to $300 million, with sub-limits for the issuance of up to $50 million in letters of credit, swing loan advances of up to $15 million, and the issuance of up to $75 million in foreign currency revolving loans and letters of credit. The Credit Facility may be further increased by up to $100 million subject to agreed-upon terms and conditions. The Credit Facility may be used to provide funds for working capital, capital expenditures, dividends and share repurchases, other expenditures, and permitted acquisitions as defined by the Credit Facility.

Loans issued under the revolving line of credit bear interest, at our option, at a base rate or an alternate base rate as defined in the Credit Facility plus a margin based on our leverage ratio, with any loans issued in CAD bearing interest at the alternate base rate plus a margin based on our leverage ratio. Interest on letters of credit issued under the Credit Facility is variable based on our leverage ratio and the type of letters of credit. Commitment fees are based on the average unused portion of the Credit Facility at a variable rate based on our leverage ratio. As of February 3, 2018, we had no outstanding borrowings under the Credit Facility and $1.9 million in letters of credit issued, resulting in $298.1 million available for borrowings. Interest expense related to the Credit Facility includes letters of credit interest, commitment fees and the amortization of debt issuance costs.

Debt Covenants- The Credit Facility contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of a leverage ratio not to exceed 3.25:1 and a fixed charge coverage ratio not to be less than 1.75:1. A violation of any of the covenants could result in a default under the Credit Facility that would permit the lenders to restrict our ability to further access the Credit Facility for loans and letters of credit and require the immediate repayment of any outstanding loans under the Credit Facility. As of February 3, 2018, we were in compliance with all financial covenants. Our Credit Facility allows the payments of dividends by us or our subsidiaries, provided that immediately before and after a dividend payment there is no event of default, as defined in our Credit Facility.


22


Capital Expenditure Plans

We expect to spend approximately $77 million for capital expenditures in fiscal 2018, with half going into new stores, store remodels and store maintenance and the other half going into technology investments and other business projects, and excludes any additional capital expenditures after our acquisition of the remaining interest in Town Shoes. Our future investments will depend primarily on the number of stores we open and remodel, infrastructure and information technology projects that we undertake and the timing of these expenditures. During fiscal 2018, we plan to open approximately seven to nine new DSW stores in the U.S. and we may open additional stores in Canada after our acquisition of the remaining interest in Town Shoes. During fiscal 2017, the average investment required to open a new DSW store was approximately $1.4 million prior to any tenant allowances we might receive, which averaged $0.4 million. Of this amount, fixtures and leasehold improvements typically accounted for $0.7 million, gross inventory typically accounted for $0.5 million, and new store advertising and other expenses typically accounted for $0.2 million.

Off-Balance Sheet Liabilities and Other Contractual Obligations

We do not have any material off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K. The following table presents a summary of our minimum contractual commitments and obligations as of February 3, 2018:
 
Payments due by Period
 
Total
 
Less Than
1 Year
 
1 - 3
Years
 
3 -5
Years
 
More Than
5 Years
 
(in thousands)
Operating lease obligations(1)
$
1,140,330

 
$
202,596

 
$
378,902

 
$
295,394

 
$
263,438

Construction commitments(2)
2,106

 
2,106

 

 

 

Purchase obligations(3)
20,334

 
16,118

 
4,216

 

 

Total
$
1,162,770

 
$
220,820

 
$
383,118

 
$
295,394

 
$
263,438

(1)
Many of our operating leases require us to pay contingent rent based on sales, maintenance, insurance, and real estate taxes, which can 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.
(2)
As of February 3, 2018, we have entered into various construction commitments, including items to be purchased for projects that were under construction or for which a lease has been signed.
(3)
We are able to cancel many of our purchase obligations without payment or penalty, and therefore we have excluded such obligations.

Recent Accounting Pronouncements

The information related to recent accounting pronouncements as set forth in Note 1, Significant Accounting Policies, of the Consolidated Financial Statements included in this Annual Report on Form 10-K is incorporated herein by reference.

Critical Accounting Policies and Estimates

As discussed in Note 1, Significant Accounting Policies, of the Consolidated Financial Statements included in this Annual Report on Form 10-K, the preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. We base these estimates and judgments on factors we believe to be relevant, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The process of determining significant estimates is fact-specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial and appraisal techniques. We constantly evaluate these significant factors and make adjustments where facts and circumstances dictate.

While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. As the determination of these estimates requires the exercise of judgment, actual results may differ from those estimates, and such differences may be material to our consolidated financial statements.

23


We believe the following represent the most significant accounting policies, critical estimates and assumptions, among others, used in the preparation of our consolidated financial statements:
Policy
Judgments and Estimates
Effect if Actual Results Differ from Assumptions
Revenue Recognition. Revenues from merchandise sales are recognized upon customer receipt of merchandise, are net of estimated returns, exclude sales tax and are not recognized until collectability is reasonably assured.
For merchandise shipped from a store, the dsw.com fulfillment center or a supplier's warehouse, we estimate a time lag for shipments to record revenue when the customer receives the goods.
We believe a one day change in our estimate would not materially impact our revenue.
As our merchandise sales are recognized net of returns, we use judgments and estimates for the amount of future returns we expect to receive.
If our sales return rate were to change by 100 basis points, it would not materially impact our revenue.
Cost of Sales and Inventories. The majority of our inventory is measured using the retail inventory method and is stated at the lower of cost or market. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost-to-retail ratio to the retail value of inventories. The cost basis of inventories reflected on the balance sheet is decreased by charges to cost of sales at the time the retail value of the inventory is lowered through the use of markdowns. As a result, earnings are negatively impacted as the merchandise is marked down prior to sale. As a result of our decision to exit the Ebuys business, inventories have been reduced to the estimated net realizable value resulting in a charge to cost of sales. Reductions to inventory values establish a new cost basis. Favorable changes in facts or circumstances do not result in an increase in the newly established cost basis.
Markdowns are determined by customer preferences, fashion trends and consumer demand. Inherent in the calculation of inventories are certain significant judgments and estimates, including setting the original merchandise retail value, markdowns, and estimates of losses between physical inventory counts, or shrinkage, which combined with the retail inventory method, can significantly impact the ending inventory valuation and the resulting gross profit. We record a reduction to inventories and a charge to cost of sales for shrinkage. Shrinkage is calculated as a percentage of sales from the last physical inventory date. Estimates are based on both historical experience as well as recent physical inventory results. The net realizable value of Ebuys inventories is based on estimated liquidation values using historical experience less the cost of disposal, which may differ from the amounts we eventually realize.
If the reduction to inventories for markdowns, shrink, and the net realizable value of Ebuys inventories were to change by 10%, it would result in a corresponding increase in cost of sales of approximately $3.8 million.
Customer Loyalty Program. We maintain a customer loyalty program for DSW in which program members earn reward certificates that may be applied to future purchases. Upon reaching the target-earned point threshold, members receive reward certificates, which expire three months after being issued. We accrue the anticipated redemptions of certificates at the time of the initial purchase based on the points earned from each purchase.
To estimate these costs, we make assumptions related to the number of points anticipated to be converted into certificates and redemption rates of issued certificates based on historical experience.
If our conversion and redemption rates were to change by 100 basis points, it would not materially impact our financial statements.
Investments. We evaluate our investments for impairment and whether impairment is other-than-temporary. Based on the nature of any impairments, we would record other-than-temporary impairments in earnings. The investment is written down to its current market value at the time the impairment is deemed to have occurred.
Investments evaluated for impairment include available-for-sale securities, cost method investments, our equity investment in Town Shoes, and the notes receivable from Town Shoes. In determining whether impairment has occurred, we review information about the underlying investment that is publicly available and assess our ability to hold the securities for the foreseeable future.
During fiscal 2017, we recorded an impairment charge of $0.6 million related to a cost method investment.

24


Policy
Judgments and Estimates
Effect if Actual Results Differ from Assumptions
Accrual for Lease Obligations. We record a reserve for future lease obligations when a store or office facility is abandoned due to closure or relocation.
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 income, and any other relevant factors.
As of February 3, 2018, we had an accrual related to an office facility of $6.5 million. A 10% change to our expected sublease rentals would result in a $2.1 million change to our estimate.
Stock-based Compensation. We recognize compensation expense for stock-based awards, including stock options and restricted stock units, 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 for stock options, which requires us to estimate the expected term of the stock options and expected future stock price volatility over the expected term. The estimated value of restricted stock units are less subjective as the value of these awards are based primarily on the fair market value of our common stock on the date of grant. We estimate forfeitures for all stock-based awards.
During fiscal 2017, total stock-based compensation expense was $14.7 million, which includes $6.4 million from stock options.
Asset Impairment of Long-lived Assets. We periodically evaluate the carrying amount of our long-lived assets, primarily property and equipment and definite-lived intangible assets, when events and circumstances warrant such a review to ascertain if any assets have been impaired. The carrying amount of a long-lived asset or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value.
Our reviews are conducted at the lowest identifiable level, which typically is at the store level for the majority of our property and equipment. Fair value for property and equipment is based on projected discounted cash flows using a discount rate determined by management. The fair value of intangible assets for tradenames is based on the relief from royalty method.
During fiscal 2017, due to our decision to exit the Ebuys business, we wrote off all of Ebuys’ intangible assets and property and equipment. DSW impairment charges on property and equipment have historically been immaterial and a 10% change in our projected cash flows would not result in a material amount of impairment charges. To the extent these future projections or our strategies change, the conclusion regarding impairment may differ from our current estimates.

25


Policy
Judgments and Estimates
Effect if Actual Results Differ from Assumptions
Goodwill Impairment. We evaluate goodwill for impairment annually during our fourth quarter, or more frequently if an event occurs or circumstances change, such as material deterioration in performance or a significant and sustained decline in our stock price, that would indicate that impairment may exist. When evaluating goodwill for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying value of the reporting unit exceeds its fair value, we will calculate the estimated fair value of the reporting unit. Fair value is the price a willing buyer would pay for the reporting unit and is typically calculated using a discounted cash flow analysis. For certain reporting units, where deemed appropriate, we may also utilize a market approach for estimating fair value. Goodwill impairment charges are calculated as the amount by which a reporting unit's carrying amount exceeds its fair value up to the amount of reported goodwill.
When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for an individual reporting unit is influenced by a number of factors, including the significance of the excess of the reporting unit's estimated fair value over carrying value at the last assessment date and the amount of time in between quantitative fair value assessments and the date of acquisition. If we perform a quantitative assessment of an individual reporting unit's goodwill, our impairment calculations contain uncertainties as we are required to make assumptions and to apply judgment when estimating future cash flows, including projected revenue growth and operating income, as well as selecting an appropriate discount rate. Estimates of revenue growth and operating income are based on internal projections considering the reporting unit's past performance and forecasted growth, strategic initiatives, and the business environment impacting the reporting unit's performance. The discount rate is selected based on the estimated cost of capital for a market participant to operate the reporting unit in the region. These estimates are highly subjective, and our ability to realize the future cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies.
During fiscal 2017, due to recurring operating losses incurred by Ebuys since its acquisition, which led to our decision to exit the business, we recorded a goodwill impairment charge of $53.8 million, which resulted in writing off all of Ebuys' goodwill.

As of February 3, 2018, we had $25.9 million in goodwill within the DSW segment. For fiscal 2017, we determined the fair value of the DSW reporting unit was significantly in excess of its carrying value and a 10% decrease in fair value would not result in an impairment charge. Accordingly, we did not recognize an impairment charge during the current fiscal year for the DSW segment goodwill. However, as we periodically reassess estimated future cash flows and asset fair values, changes in our estimates and assumptions may cause us to realize material impairment charges in the future.

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. We review and update our tax positions as necessary to add any new uncertain tax positions taken, or to remove previously identified uncertain positions that have been adequately resolved. Additionally, uncertain positions may be remeasured as warranted by changes in facts or law.
Tax laws, regulations, and policies in various jurisdictions may be subject to significant change due to economic, political and other conditions, and significant judgment is required in estimating our provision and accruals for taxes. There may be transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. The recently enacted U.S. Tax Reform significantly changes how the U.S. taxes corporations and requires complex computations to be performed that were not previously required in U.S. tax law. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the U.S. Tax Reform will be applied or otherwise administered that is different from our interpretation. In addition, state, local or foreign jurisdictions may enact tax laws in response to the U.S. Tax Reform that could result in further changes to taxation and materially affect our financial position and results of operations.
We have not completed our determination of the accounting implications of the U.S. Tax Reform. However, we have reasonably estimated the effects and recorded provisional amounts in our consolidated financial statements as of February 3, 2018. As we complete our analysis of the U.S. Tax Reform, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may materially impact our provision for income taxes in the period in which the adjustments are made.


26


ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have market risk exposure related to interest rates and foreign currency exchange rates. Market risk is measured as the potential negative impact on earnings, cash flows or fair values resulting from a hypothetical change in interest rates or foreign currency exchange rates over the next year.

Interest Rate Risk

We hold available-for-sale investments. Our results of operations are not materially affected by changes in market interest rates. Also, as of February 3, 2018, we did not have borrowings under our Credit Facility and, consequently, did not have any material exposure to interest rate market risks during or at the end of this period. However, as any future borrowings under our Credit Facility will be at a variable rate of interest, we could potentially be impacted should we require significant borrowings in the future, particularly during a period of rising interest rates.

Foreign Currency Exchange Risk

The equity investment in Town Shoes and the notes receivable from Town Shoes are denominated in CAD, which we translate into USD balances each quarter. The income or loss from Town Shoes is recorded in USD at the average exchange rate for the period and the equity investment in Town Shoes and the notes receivables from Town Shoes are translated in USD at the exchange rate prevailing at the balance sheet date. As we have designated the notes receivable from Town Shoes as an investment of a long-term investment nature, we record the translation gains and losses arising from changes in exchange rates in other comprehensive income. Upon the acquisition of the remaining interest in Town Shoes, the net currency translation adjustments included in accumulated other comprehensive loss will be reclassified to income. In addition, we hold available-for-sale securities denominated in CAD with any foreign currency exchange gains or losses recorded within other comprehensive income until such investments are settled. We also hold cash denominated in CAD with any foreign currency exchange gains or losses recorded to income. A hypothetical 10% movement in the CAD exchange rate could result in a $15.1 million foreign currency translation fluctuation.

We currently do not utilize hedging instruments to mitigate foreign currency exchange risks.

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm thereon are filed pursuant to this Item 8 and are included in this report beginning on page F-1.

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL    DISCLOSURE

None.

ITEM 9A.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Annual Report, that such disclosure controls and procedures were effective.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for us (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Management assessed the effectiveness of our internal control system as of February 3, 2018. In making its assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this

27


assessment, management concluded that our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting.

Deloitte & Touche LLP, our independent registered public accounting firm, has issued an attestation report covering our internal control over financial reporting, as stated in its report on page F-1 of this Annual Report.

Changes in Internal Control over Financial Reporting

During fiscal 2016, we acquired Ebuys and have integrated Ebuys into our system of internal controls. As a result, our internal control over financial reporting now includes controls and procedures with respect to transactions and account balances of Ebuys. Other than the changes with regard to Ebuys, no change was made in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.
OTHER INFORMATION

None.

PART III

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained under the captions "EXECUTIVE OFFICERS," "ELECTION OF DIRECTORS" and "OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION" in our definitive Proxy Statement for the 2018 Annual Meeting of Shareholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference.

ITEM 11.
EXECUTIVE COMPENSATION

The information contained under the captions "COMPENSATION OF MANAGEMENT," "OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION," "REPORT OF THE COMPENSATION COMMITTEE" and "COMPENSATION DISCUSSION AND ANALYSIS" in the Proxy Statement is incorporated herein by reference. Notwithstanding the foregoing, the information contained in the Proxy Statement under the caption "REPORT OF THE COMPENSATION COMMITTEE" shall be deemed furnished, and not filed, in this Report on Form 10-K and shall not be deemed incorporated by reference into any filing we make under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information contained under the caption "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth additional information, as of February 3, 2018, about our Class A common shares that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements, divided between plans approved by our shareholders and plans or arrangements not submitted to our shareholders for approval. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options, warrants and other rights and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options, warrants and other rights.

28







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
5,580,974

 
$
23.84

 
4,874,680

Equity compensation plans not approved by security holders
N/A

 
N/A

 
N/A

Total
5,580,974

 
$
23.84

 
4,874,680

(1)
DSW Inc. 2005 Equity Incentive Plan.
(2)
Includes 4,333,351 shares issuable pursuant to the exercise of outstanding stock options, 435,948 shares issuable pursuant to restricted stock units, 457,395 shares issuable pursuant to performance-based restricted stock units and 354,280 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

The information contained under the captions "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" and "OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION" in the Proxy Statement is incorporated herein by reference.

ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES

The information contained under the caption "AUDIT AND OTHER SERVICE FEES" in the Proxy Statement is incorporated herein by reference.

PART IV

ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The documents listed below are filed as part of this Form 10-K:
 
Page
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended February 3, 2018, January 28, 2017 and January 30, 2016
Consolidated Statements of Comprehensive Income for the years ended February 3, 2018, January 28, 2017 and January 30, 2016
Consolidated Balance Sheets as of February 3, 2018 and January 28, 2017
Consolidated Statements of Shareholders' Equity for the years ended February 3, 2018, January 28, 2017 and January 30, 2016
Consolidated Statements of Cash Flows for the years ended February 3, 2018, January 28, 2017 and January 30, 2016
Notes to Consolidated Financial Statements

(a)(2) Consolidated Financial Statement Schedules:

Schedules not filed are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or the notes thereto.


29


(a)(3) and (b) Exhibits:
Exhibit No.
 
Description
2.1
 
2.2
 
2.3##
 
3.1
 
3.2
 
4.1
 
10.1
 
10.1.1
 
10.2#
 
10.2.1#
 
10.2.2#
 
10.3#
 
10.3.1#
 
10.3.2#
 
10.3.3#
 
10.3.4#
 
10.4
 
10.5
 
10.6#
 
10.7
 
10.8
 

30


Exhibit No.
 
Description
10.9
 
10.10
 
10.11
 
10.11.1*
 
10.11.2*
 
10.11.3*
 
10.11.4*
 
10.11.5*
 
10.11.6*
 
10.12#
 
10.13
 
10.13.1
 
10.13.2
 
10.13.3
 
10.14
 
10.15#
 
10.15.1#
 
10.16#
 
10.16.1#
 
10.17#
 
10.18#
 
10.19#
 
21.1*
 
23.1*
 
24.1*
 

31


*
Filed herewith.
#
Management contract or compensatory plan or arrangement.
##
Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and DSW Inc. agrees to furnish supplementary to the Securities and Exchange Commission a copy of any omitted schedule.

(c) Additional Financial Statement Schedules:

None.

ITEM 16.
FORM 10-K SUMMARY

None.


32


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
DSW INC.
 
 
 
March 23, 2018
By:
/s/ Jared Poff
 
 
Jared Poff,
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Roger Rawlins
 
Chief Executive Officer and Director
 
March 23, 2018
Roger Rawlins
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Jared Poff
 
Senior Vice President and Chief Financial Officer
 
March 23, 2018
Jared Poff
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
*
 
Executive Chairman of the Board and Director
 
March 23, 2018
Jay L. Schottenstein
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Peter Cobb
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Joanne Zaiac
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Elaine J. Eisenman
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Carolee Lee
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Joanna T. Lau
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Joseph A. Schottenstein
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Harvey L. Sonnenberg
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 23, 2018
Allan J. Tanenbaum
 
 
 
 
*By:
/s/ Jared Poff
 
Jared Poff (Attorney-in-fact)


33


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of DSW Inc.
Columbus, Ohio

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of DSW Inc. and subsidiaries (the "Company") as of February 3, 2018 and January 28, 2017, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended February 3, 2018, and the related notes collectively referred to as the "financial statements." We also have audited the Company’s internal control over financial reporting as of February 3, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2018 and January 28, 2017, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2018, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 3, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
March 23, 2018

We have served as the Company's auditor since 1997.


F-1


DSW INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 
Fiscal
 
2017
 
2016
 
2015
Net sales
$
2,799,794

 
$
2,711,444

 
$
2,620,248

Cost of sales
(2,010,418
)
 
(1,939,611
)
 
(1,851,879
)
Operating expenses
(607,723
)
 
(591,816
)
 
(554,818
)
Impairment charges
(89,440
)
 

 

Change in fair value of contingent consideration
32,747

 
20,151

 

Operating profit
124,960

 
200,168

 
213,551

Interest expense
(488
)
 
(238
)
 
(168
)
Interest income
3,277

 
2,379

 
3,630

Interest income, net
2,789


2,141

 
3,462

Non-operating income (expense)
(1,885
)
 
338

 
3,178

Income before income taxes and income (loss) from Town Shoes
125,864

 
202,647

 
220,191

Income tax provision
(59,617
)
 
(78,853
)
 
(83,806
)
Income (loss) from Town Shoes
1,057

 
741

 
(351
)
Net income
$
67,304


$
124,535

 
$
136,034

Basic and diluted earnings per share:
 
 
 
 
 
Basic earnings per share
$
0.84

 
$
1.53

 
$
1.55

Diluted earnings per share
$
0.83

 
$
1.52

 
$
1.54

Weighted average shares used in per share calculations:
 
 
 
 
 
Basic shares
80,160

 
81,536

 
87,561

Diluted shares
80,687

 
82,135

 
88,501


The accompanying Notes are an integral part of the Consolidated Financial Statements.


F-2


DSW INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 
Fiscal
 
2017
 
2016
 
2015
Net income
$
67,304

 
$
124,535

 
$
136,034

Other comprehensive income (loss), net of income taxes:
 
 
 
 
 
Foreign currency translation gain (loss)
3,681

 
6,831

 
(14,076
)
Unrealized net gain (loss) on available-for-sale securities
(1,095
)
 
127

 
(173
)
Reclassification adjustment for net losses (gains) realized in net income
1,281

 
(196
)
 

Total other comprehensive income (loss), net of income taxes
3,867

 
6,762

 
(14,249
)
Total comprehensive income
$
71,171

 
$
131,297

 
$
121,785


The accompanying Notes are an integral part of the Consolidated Financial Statements.


F-3


DSW INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
 
February 3, 2018
 
January 28, 2017
ASSETS
 
 
 
Cash and cash equivalents
$
175,932

 
$
110,657

Short-term investments
124,605

 
98,530

Accounts receivable
17,532

 
18,456

Accounts receivable from related parties
1,704

 
550

Inventories
501,903

 
499,995

Prepaid expenses and other current assets
41,333

 
31,078

Total current assets
863,009

 
759,266

Property and equipment, net
355,199

 
375,251

Long-term investments

 
77,904

Goodwill
25,899

 
79,689

Intangible assets
135

 
35,108

Deferred income taxes
27,671

 
14,934

Equity investment in Town Shoes
6,096

 
15,830

Notes receivable from Town Shoes
115,895

 
53,121

Other assets
19,709

 
17,373

Total assets
$
1,413,613

 
$
1,428,476

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Accounts payable
$
178,449

 
$
185,497

Accounts payable to related parties
859

 
774

Accrued expenses
145,218

 
130,334

Total current liabilities
324,526

 
316,605

Non-current liabilities
138,732

 
141,179

Contingent consideration liability

 
33,204

Total liabilities
463,258

 
490,988

Commitments and contingencies


 


Shareholders' equity:
 
 
 
Common shares paid in capital, no par value; 250,000 Class A common shares authorized, 85,385 and 85,038 issued, respectively; 72,294 and 72,447 outstanding, respectively; 100,000 Class B common shares authorized, 7,733 and 7,733 issued and outstanding, respectively
961,245

 
946,351

Preferred shares, no par value; 100,000 authorized; no shares issued or outstanding

 

Treasury shares, at cost, 13,091 and 12,591, respectively
(325,906
)
 
(316,531
)
Retained earnings
350,083

 
346,602

Basis difference related to acquisition of commonly controlled entity
(24,993
)
 
(24,993
)
Accumulated other comprehensive loss
(10,074
)
 
(13,941
)
Total shareholders' equity
950,355

 
937,488

Total liabilities and shareholders' equity
$
1,413,613


$
1,428,476


The accompanying Notes are an integral part of the Consolidated Financial Statements.


F-4


DSW INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except per share data)
 
Number of Shares
 
Common shares paid in capital
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
 
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



 
13,501





13,501

Stock-based compensation issuances and exercises
694



 
5,108





5,108

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
)
Other comprehensive income



 




(14,249
)
(14,249
)
Balance, January 30, 2016
74,185

7,733

10,211

 
930,011

(266,531
)
287,140

(24,993
)
(20,703
)
904,924

Net income



 


124,535



124,535

Stock-based compensation expense



 
12,687





12,687

Stock-based compensation issuances and exercises
642



 
3,693





3,693

Repurchase of Class A common shares
(2,380
)

2,380

 

(50,000
)



(50,000
)
Excess tax detriments related to stock-based compensation



 
(40
)




(40
)
Dividends paid ($0.80 per share)



 


(65,073
)


(65,073
)
Other comprehensive income



 




6,762

6,762

Balance, January 28, 2017
72,447

7,733

12,591

 
946,351

(316,531
)
346,602

(24,993
)
(13,941
)
937,488

Net income



 


67,304



67,304

Stock-based compensation expense



 
14,704





14,704

Stock-based compensation issuances and exercises
347



 
190





190

Repurchase of Class A common shares
(500
)

500

 

(9,375
)



(9,375
)
Dividends paid ($0.80 per share)



 


(63,823
)


(63,823
)
Other comprehensive income



 




3,867

3,867

Balance, February 3, 2018
72,294

7,733

13,091

 
$
961,245

$
(325,906
)
$
350,083

$
(24,993
)
$
(10,074
)
$
950,355


The accompanying Notes are an integral part of the Consolidated Financial Statements.


F-5


DSW INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)