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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For The Fiscal Year Ended January 29, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 1-10767
 RETAIL VENTURES, INC.
  Ohio
    
    20-0090238(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)4150 E. Fifth Avenue, Columbus, Ohio
    
    43219(Address of principal executive offices)
    
    (Zip Code)
   Title of each class:
    
    Name of each exchange on which registered:Common Shares, without par value
    
    New York Stock Exchange
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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RETAIL VENTURES, INC. FORM 10-K
 TABLE OF CONTENTS
 Item No.
    
    PagePART I1. Business
    
    
    41.A Risk Factors
    
    
    111.B Unresolved Staff Comments
    
    
    242. Properties
    
    
    253. Legal Proceedings
    
    
    264. (Removed and Reserved)
    
    
    26PART II5. Market for the Registrants Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities
    
    
    276. Selected Financial Data
    
    
    297. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    307A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    448. Financial Statements and Supplementary Data
    
    
    459. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    459A. Controls and Procedures
    
    
    459B. Other Information
    
    
    46PART III10. Directors, Executive Officers and Corporate Governance
    
    
    4711. Executive Compensation
    
    
    4712. Security Ownership of Certain Beneficial Owners and Management and
Related Shareholders Matters
    
    
    4713. Certain Relationships and Related Transactions, and Director Independence
    
    
    4814. Principal Accounting Fees and Services
    
    
    48PART IV15. Exhibits, Financial Statement Schedules
    
    
    49SIGNATURES
    
    
    50Exhibit 10.75Exhibit 10.100.2Exhibit 10.103Exhibit 12Exhibit 21Exhibit 23Exhibit 24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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TABLE OF CONTENTS TO FINANCIAL STATEMENTSPageReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets
    
    
    F-3Consolidated Statements of Operations
    
    
    F-5Consolidated Statements of Shareholders Equity
    
    
    F-7Consolidated Statements of Cash Flows
    
    
    F-10Notes to Consolidated Financial Statements
    
    
    F-12Schedule I:Condensed Balanced Sheets (Parent Company Only)
    
    
    S-1Condensed Statements of Operations (Parent Company Only)
    
    
    S-3Condensed Statements of Cash Flows (Parent Company Only)
    
    
    S-4Index to Exhibits
    
    
    E-1
  2




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PART I
   Cautionary Statement Regarding Forward-Looking Information for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995.
  
    
    the anticipated benefits of the proposed merger with DSW taking longer to realize or
not being achieved in their entirety;
    
    the proposed merger with DSW being more expensive to complete than anticipated,
including as a result of unexpected factors or events;
    
    the possibility of adverse publicity or litigation related to the proposed merger
with DSW, including an adverse outcome thereof and the costs and expenses associated
therewith;
    
    the risk that the proposed merger with DSW will not close, will be delayed or not
close when expected;
    
    our ability to manage and enhance liquidity;
    
    fluctuations in the trading price and volume of Retail Ventures and DSW common
shares;
    
    we are controlled by Schottenstein Stores Corporation and its affiliates (SSC) who
may compete directly against us and whose interests may differ from our other
shareholders;
    
    DSWs success in opening and operating new stores on a timely and profitable basis;
    
    continuation of DSWs supply agreements and the financial condition of its leased
business partners;
    
    DSW maintaining good relationships with its vendors;
    
    DSWs ability to anticipate and respond to fashion trends;
    
    fluctuation of DSWs comparable sales and quarterly financial performance;
    
    the realization of our bankruptcy claims related to liquidating Filenes Basement
and Value City;
    
    RVIs reliance on a credit facility from SEI, Inc. to pay ongoing expenses,
indebtedness and intercompany service obligations;
    
    the risk of liquidating Filenes Basement (Refer to Item 1. Business for definition
of liquidating Filenes Basement) not paying us or their creditors, for which Retail
Ventures may have some liability;
    
    the risk of New Filenes Basement (Refer to Item 1. Business for definition of New
Filenes Basement) not paying obligations related to the assets it has assumed from
liquidating Filenes Basement if such obligations are subject to ongoing guarantee by
us;
    
    the impact of Value City and Filenes Basement on our liquidity;
    
    disruption of DSWs distribution and fulfillment operations;
    
    our dependence on DSW for key services;
    
    failure to retain DSWs or our key executives or attract qualified new personnel;
    
    DSWs competitiveness with respect to style, price, brand availability and customer
service;
    
    DSWs reliance on DSW Rewards program to drive traffic, sales and loyalty;
  3




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
    
    uncertain general economic conditions;
    
    risks inherent to international trade with countries that are major manufacturers of
footwear;
    
    lease of an office facility;
    
    risks related to our cash and investments; and
    
    risks related to our Premium Income Exchangeable Securities.
  
 ITEM 1.
    
    BUSINESS.
 History of Our Business
       4




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5




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Proposed Merger with DSW
       6




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
    
    adoption of the Merger Agreement and the Merger by (i) the holders of a majority
of the outstanding DSW Class A Common Shares and Class B Common Shares, voting together
as a class, (ii) the holders of a majority of the unaffiliated DSW Class A Common Shares
(i.e., those holders other than RVI, Schottenstein Stores Corporation (SSC), which
controls a majority of the voting power of RVI, and their respective affiliates), voting
together as a class, and (iii) the holders of a majority of outstanding RVI Common
Shares;
    
    adoption of amended and restated articles of incorporation of DSW, which will
amend the current articles of incorporation to allow holders of Class B Common Shares to
convert such shares into Class A Common Shares, among other amendments, by (i) the
holders of a majority of the DSW Class A Common Shares and DSW Class B Common
Shares, voting together as a class, and (ii) the holders of a majority of the DSW Class A
Common Shares, voting as a separate class; and
    
    approval of the issuance of DSW Class A Common Shares and Class B Common Shares
to RVI shareholders by the holders of a majority of the DSW Class A Common Shares and
DSW Class B Common Shares, voting together as a class.
    Litigation Relating to the Proposed Merger
    7




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General
 DSW.
 Corporate.
  DSW
 Competitive Strengths
  The Breadth of DSWs Product Offerings
  Distinctive and Convenient Shopping Experience
  The Value Proposition Offered to Customers
    8




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Financial Strength
  Growth Strategy
  Expanding Our Business
   Driving Sales through Enhanced Merchandising
  Investment in Infrastructure
   9




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Leased Departments
  Merchandise Suppliers and Mix
   Category
    
    Fiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2008Womens
    
    
    66
    %
    
    
    66
    %
    
    
    66
    %Mens
    
    
    15
    %
    
    
    15
    %
    
    
    15
    %Athletic
    
    
    13
    %
    
    
    13
    %
    
    
    14
    %Accessories and Other
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
 Distribution
  Competition
   10




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Intellectual Property
 ® ®
  Associates
 401(k)
 Seasonality
  Available Information
  
 ITEM 1A.
    
    RISK FACTORS.
  Introductory Note
   11




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Risk Factors Relating to the Proposed Merger with DSW
 The Merger is subject to closing conditions that, if not satisfied or waived in a timely manner or
at all, will result in the Merger not being completed or delayed, which may have an adverse effect
on RVIs business and DSWs business due to uncertainty or operating restrictions while the Merger
is pending or cause the market price of RVIs Common Shares or DSW Class A Common Shares to
decline.
  The Merger Agreement contains provisions that limit RVIs and DSWs ability to pursue alternatives
to the Merger, which could discourage a potential competing acquirer of either DSW or RVI from
making an alternative transaction proposal and, in certain circumstances, could require DSW or RVI
to pay to the other up to $10 million of transaction expenses.
  RVI is currently subject to litigation relating to the proposed merger.
   12




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Risk Factors Relating to DSW
 DSW opened 9 stores in fiscal 2010, plans to open 15 to 20 stores in fiscal 2011 and plans to open
10 to 15 stores each year for the following three to five years, which could strain its resources
and have a material adverse effect on its business and financial performance.
     DSW has entered into Supply Agreements with Stein Mart, Gordmans and Filenes Basement. If Stein
Mart, Gordmans or Filenes Basement were to terminate DSWs supply agreements, close a significant
number of stores or liquidate, it could have a material adverse effect on DSWs business and
financial performance.
    13




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DSW relies on its good relationships with vendors to purchase better-branded merchandise at
favorable prices. If these relationships were to be impaired, DSW may not be able to obtain a
sufficient assortment of merchandise at attractive prices, and DSW may not be able to respond
promptly to changing fashion trends, either of which could have a material adverse effect on DSWs
competitive position, its business and financial performance.
   DSW may be unable to anticipate and respond to fashion trends and consumer preferences in the
markets in which it operates, which could have a material adverse effect on DSWs business,
financial condition and results of operations.
   DSWs operations are affected by seasonal variability.
  DSWs sales and quarterly financial performance may fluctuate for a variety of reasons, which could
result in a decline in the price of DSWs Class A Common Shares.
    14




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DSW is reliant on its information systems and the loss or disruption of services could affect DSWs
ability to implement its growth strategy and have a material adverse effect on DSWs business.
   The loss or disruption of DSWs distribution and fulfillment centers could have a material adverse
effect on DSWs business and operations.
   DSWs failure to retain its existing senior management team and to continue to attract qualified
new personnel could adversely affect DSWs business.
  DSW may be unable to compete favorably in its highly competitive market.
   15




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DSW is dependent on its DSW Rewards program to drive traffic, sales and loyalty.
  Uncertain economic conditions in the United States and other world events have adversely affected
consumer confidence and consumer spending habits.
   DSW relies on foreign sources for its merchandise, and DSWs business is therefore subject to risks
associated with international trade.
   DSW expects to experience cost increases from product sources in China.
   16




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Restrictions in DSWs secured revolving credit facility could limit DSWs operational flexibility.
  The investment of DSWs cash and investments are subject to risks that could affect the liquidity
of these investments.
   Risk Factors Relating to Our Discontinued Operations
 RVI has entered into a settlement agreement with liquidating Filenes Basement addressing certain
claims and providing for RVIs assumption of the liquidating Filenes Basement defined benefit
pension plan.
    17




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Form 10-K.
 Retail Ventures is subject to various risks associated with the Value City bankruptcy proceedings.
    Certain Other Risk Factors Relating to RVI
 RVI may not be able to repay its obligations under an unsecured loan agreement between SEI and RVI
if the Merger is not completed, which may have a significant adverse effect on its financial
condition.
  Retail Ventures is a holding company and has generally relied on its subsidiaries to make payments
on its indebtedness and meet its obligations.
   18




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If the Merger does not close, we could have significant liquidity issues at the RVI level which may
require us to issue additional debt or equity or to sell assets, and there can be no assurance that
such transactions can be completed on favorable terms or that such transactions would satisfy all
of RVIs liquidity requirements.
  A sale of equity by RVI to seek to address our significant liquidity issues would dilute existing
shareholders, which dilution could be increased by certain anti-dilution protections under existing
warrants issued by RVI.
   We may be unable to quickly monetize our investment in DSW Common Shares.
   19




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Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if
there is a change in ownership of Retail Ventures.
  Our stock price may fluctuate significantly.
  SSC and/or its affiliates may compete directly against us.
  Retail Ventures continues to be dependent on DSW to provide us with key services for our business.
   20




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We are controlled by SSC and its affiliates, whose interests may differ from our other
shareholders.
  Some of our directors and officers also serve as directors or officers of DSW, or may have
conflicts of interest because they may own DSW Common Shares or options to purchase DSW Common
Shares, or they may receive cash-based or equity-based awards based on the performance of DSW.
  Risk Factors Relating to Our PIES
 PIES holders bear the full risk of a decline in the market price of the DSW Class A Common Shares
between the pricing date for the PIES and the exchange date.
  The opportunity for equity appreciation provided by an investment in the PIES is less than that
provided by a direct investment in DSW Class A Common Shares.
    21




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The market price of the DSW Class A Common Shares, which may fluctuate significantly, may adversely
affect the market price of the PIES.
   The PIES may adversely affect the market price for DSW Class A Common Shares.
  The adjustments to the exchange ratio do not cover all the events that could adversely affect the
market price of the DSW Class A Common Shares.
  PIES holders have no rights with respect to DSW Class A Common Shares, but may be negatively
affected by some changes made with respect to DSW Class A Common Shares.
   22




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Our obligations under the PIES are effectively junior to our other existing and future secured debt
to the extent of the value of the assets securing that debt and effectively subordinate to the debt
and other liabilities of our subsidiaries.
  The tax consequences of an investment in the PIES are uncertain.
   Settling the PIES with DSW Class A Common Shares may result in a material amount of taxable income
to Retail Ventures.
  In the event of our bankruptcy, the principal amount of the PIES would not represent a debt claim
against us.
  DSW has no obligations with respect to the PIES and does not have to consider PIES holders
interests for any reason.
   23




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PIES holders should carefully consider the risk factors relating to DSW.
  In the event that we or certain of our subsidiaries commence any proceeding seeking liquidation,
reorganization or similar relief under any bankruptcy law, we may suffer material adverse effects
on our business as a result of the acceleration of our obligations under the PIES.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS.
   24




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ITEM 2.
    
    PROPERTIES.
   Alabama
    
    
    2Arizona
    
    
    7Arkansas
    
    
    1California
    
    
    29Colorado
    
    
    10Connecticut
    
    
    4Delaware
    
    
    1Florida
    
    
    22Georgia
    
    
    14Illinois
    
    
    15Indiana
    
    
    7Iowa
    
    
    1Kansas
    
    
    2Kentucky
    
    
    3Louisiana
    
    
    2Maine
    
    
    1Maryland
    
    
    11Massachusetts
    
    
    12Michigan
    
    
    14Minnesota
    
    
    8Mississippi
    
    
    1Missouri
    
    
    5Nebraska
    
    
    2Nevada
    
    
    3New Hampshire
    
    
    2New Jersey
    
    
    10New York
    
    
    18North Carolina
    
    
    6Ohio
    
    
    15Oklahoma
    
    
    2Oregon
    
    
    3Pennsylvania
    
    
    16Rhode Island
    
    
    1Tennessee
    
    
    5Texas
    
    
    30Utah
    
    
    3Virginia
    
    
    13Washington
    
    
    6Wisconsin
    
    
    4Total
    
    
    311
   25




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ITEM 3.
    
    LEGAL PROCEEDINGS.
 Value City Litigation
    Litigation Relating to the Merger
   
 ITEM 4.
    
    (Removed and Reserved).
  26




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PART II
 
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.
  High
    
    
    LowFiscal 2009:First Quarter
    
    $
    2.98
    
    
    $
    1.45Second Quarter
    
    
    3.68
    
    
    
    2.14Third Quarter
    
    
    7.43
    
    
    
    3.10Fourth Quarter
    
    
    9.66
    
    
    
    5.94Fiscal 2010:First Quarter
    
    $
    11.96
    
    
    $
    8.05Second Quarter
    
    
    11.70
    
    
    
    7.26Third Quarter
    
    
    13.73
    
    
    
    8.18Fourth Quarter
    
    
    17.40
    
    
    
    13.59
    27




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PERFORMANCE GRAPH
  
  Company / Index
    
    1/28/06
    
    
    2/3/07
    
    
    2/2/08
    
    
    1/31/09
    
    
    1/30/10
    
    
    1/29/11RETAIL VENTURES, INC.
    
    $
    100.00
    
    
    $
    158.60
    
    
    $
    55.77
    
    
    $
    18.77
    
    
    $
    65.04
    
    
    $
    117.83S&P MIDCAP 400 INDEX
    
    $
    100.00
    
    
    $
    110.06
    
    
    $
    108.83
    
    
    $
    67.03
    
    
    $
    96.09
    
    
    $
    127.27S&P RETAILING INDEX
    
    $
    100.00
    
    
    $
    115.11
    
    
    $
    93.95
    
    
    $
    58.52
    
    
    $
    91.02
    
    
    $
    115.75
  28




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ITEM 6.
    
    SELECTED FINANCIAL DATA.
  For the Fiscal Year Ended (1)January 29,
    
    
    January 30,
    
    
    January 31,
    
    
    February 2,
    
    
    February 3,2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007(dollars in thousands, except per share amounts and net sales per selling square foot)Net sales
    
    $
    1,822,376
    
    
    $
    1,602,605
    
    
    $
    1,462,944
    
    
    $
    1,405,615
    
    
    $
    1,279,060Gross profit(2)
    
    $
    812,268
    
    
    $
    712,140
    
    
    $
    621,351
    
    
    $
    583,768
    
    
    $
    550,699Change in fair value of derivative instruments
    
    $
    (49,014
    )
    
    $
    (66,499
    )
    
    $
    85,235
    
    
    $
    248,193
    
    
    $
    (175,955
    )Operating profit (loss)
    
    $
    120,560
    
    
    $
    (39,844
    )
    
    $
    128,048
    
    
    $
    329,514
    
    
    $
    (75,241
    )Income (loss) from continuing operations
    
    $
    51,820
    
    
    $
    (65,610
    )
    
    $
    109,180
    
    
    $
    261,846
    
    
    $
    (98,714
    )Income (loss) from discontinued operations, net of tax
    
    $
    6,628
    
    
    $
    59,880
    
    
    $
    (48,379
    )
    
    $
    (190,525
    )
    
    $
    (28,033
    )Net income (loss) attributable to Retail Ventures, Inc.
    
    $
    17,794
    
    
    $
    (26,091
    )
    
    $
    50,841
    
    
    $
    51,442
    
    
    $
    (150,913
    )Basic earnings (loss) per share from continuing
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    0.23
    
    
    $
    (1.76
    )
    
    $
    2.04
    
    
    $
    5.02
    
    
    $
    (2.73
    )Diluted earnings (loss) per share from continuing
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    0.23
    
    
    $
    (1.76
    )
    
    $
    1.28
    
    
    $
    1.54
    
    
    $
    (2.73
    )Basic earnings (loss) per share from discontinued
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    0.13
    
    
    $
    1.23
    
    
    $
    (0.99
    )
    
    $
    (3.96
    )
    
    $
    (0.62
    )Diluted earnings (loss) per share from discontinued
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    0.13
    
    
    $
    1.23
    
    
    $
    (0.98
    )
    
    $
    (3.35
    )
    
    $
    (0.62
    )Basic earnings (loss) per share attributable to Retail
Ventures, Inc. common shareholders
    
    $
    0.36
    
    
    $
    (0.53
    )
    
    $
    1.04
    
    
    $
    1.07
    
    
    $
    (3.35
    )Diluted earnings (loss) per share attributable to Retail
Ventures, Inc. common shareholders
    
    $
    0.36
    
    
    $
    (0.53
    )
    
    $
    0.30
    
    
    $
    (1.82
    )
    
    $
    (3.35
    )Total assets
    
    $
    1,041,477
    
    
    $
    903,465
    
    
    $
    953,762
    
    
    $
    951,966
    
    
    $
    1,301,658Working capital
    
    $
    320,629
    
    
    $
    369,204
    
    
    $
    307,776
    
    
    $
    295,862
    
    
    $
    274,439Current ratio
    
    
    1.76
    
    
    
    2.43
    
    
    
    2.20
    
    
    
    1.98
    
    
    
    1.45Long-term obligations, continuing operations(3)
    
    $
    132,132
    
    
    $
    129,757
    
    
    $
    127,576
    
    
    $
    135,293
    
    
    $
    133,053Number of DSW Stores:(4)
    
    
    311
    
    
    
    305
    
    
    
    298
    
    
    
    259
    
    
    
    223DSW net sales per average gross square foot(5)
    
    $
    228
    
    
    $
    203
    
    
    $
    196
    
    
    $
    212
    
    
    $
    218DSW comparable store sales change(6)
    
    
    13.2
    %
    
    
    3.2
    %
    
    
    (5.9
    )%
    
    
    (0.8
    )%
    
    
    2.5
    %
 
 (1)
    
    Fiscal year ended February 3, 2007 consists of 53 weeks. All other years reported
consist of 52 weeks.(2)
    
    Gross profit is defined as net sales less cost of sales. Retail Ventures also
includes inbound freight, duties, commissions and outbound freight in cost of sales.(3)
    
    As of January 29, 2011, the PIES are classified as a current liability(4)
    
    Includes all DSW stores operating at the end of the fiscal year.(5)
    
    Presented in whole dollars and excludes leased departments. Average gross square
footage represents the monthly average of square feet for DSW stores only for each period
presented and consequently reflects the effect of opening stores in different months
throughout the period. Net sales per average gross square foot is the result of dividing net
sales for DSW stores only for the period presented, by average gross square footage.(6)
    
    DSW stores, dsw.com and leased departments are comparable when in operation for
at least 14 months at the beginning of the fiscal year. Stores or leased departments are
added to the comparable base at the beginning of the year and are dropped for comparative
purposes in the quarter that they are closed.  29




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  OVERVIEW
      30




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CRITICAL ACCOUNTING POLICIES
    
    
    Revenue recognition. Revenues from merchandise sales are recognized upon customer receipt
of merchandise are net of returns through period end and sales tax and are not recognized
until collectability is reasonably assured. For dsw.com, we estimate a time lag for
shipments to record revenue when the customer receives the goods. We believe a one day
change in our estimate would not materially impact our revenue. Net sales also include
revenue from shipping and handling while the related costs are included in cost of sales.
  31




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Revenue from gift cards is deferred and the revenue is recognized upon redemption of the gift
card. Our policy is to recognize income from breakage of gift cards when the likelihood of
redemption of the gift card is remote. Miscellaneous income is included in selling, general
and administrative expenses. We recognized $1.1 million, $1.1 million and $0.8 million as
other operating income from gift card breakage during fiscal 2010, 2009 and 2008,
respectively, excluding discontinued operations.
    
    Cost of sales and merchandise inventories. Merchandise inventories are stated at the net
realizable value, determined using the first-in, first-out basis, or market, using the
retail inventory method. The retail inventory method is widely used in the retail industry
due to its practicality. Under the retail inventory method, the valuation of inventories at
cost and the resulting gross margins are calculated by applying a calculated cost to retail
ratio to the retail value of inventories. The cost of the inventory reflected on the
consolidated balance sheet is decreased by charges to cost of sales at the time the retail
value of the inventory is lowered through the use of markdowns, which are reductions in
prices due to customers perception of value. Accordingly, earnings are negatively impacted
as merchandise is marked down prior to sale.Inherent in the calculation of inventories are certain significant management judgments and
estimates, including setting the original merchandise retail value or markon, markups of
initial prices established, markdowns and estimates of losses between physical inventory
counts or shrinkage, which, combined with the averaging process within the retail method, can
significantly impact the ending inventory valuation at cost, and the resulting gross profit.DSW records a reduction to inventories and charge to cost of sales for shrinkage. Shrinkage is
calculated as a percentage of sales from the last physical inventory date. DSW estimates are
based on both our historical experience as well as recent physical inventory results. Physical
inventory counts are taken on an annual basis and have supported our shrinkage estimates. If
the estimate of shrinkage, on a cost basis, were to increase or decrease 0.5% as a percentage
of net sales, it would result in a decrease or increase of approximately $3.9 million to
operating profit.Markdowns establish a new cost basis for inventory. Changes in facts or circumstances do not
result in the reversal of previously recorded markdowns or an increase in the newly
established cost basis. The markdown reserve requires management to make assumptions regarding
customer preferences, fashion trends and consumer demand.
    
    Investments.DSWs investments are valued using a market based approach using level 1 and
2 inputs. DSWs equity investment is recorded at cost and reviewed for impairment using an
income approach valuation model that uses level 3 inputs such as the financial condition and
future prospects of the entity.DSW evaluates their investments for impairment and whether impairment is other-than-temporary.
In determining whether impairment has occurred, DSW reviews information about the underlying
investment that is publicly available and assesses their ability to hold the securities for
the foreseeable future. Based on the nature of the impairment(s), DSW would record temporary
impairments as unrealized losses in other comprehensive income or 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.
    
    Asset impairment and long-lived assets.We periodically evaluate the carrying amount of
our long-lived assets, primarily property and equipment, and finite life intangible assets
when events and circumstances warrant such a review to ascertain if any assets have been
impaired. The carrying amount of a long-lived asset 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. Our reviews are conducted at the lowest identifiable level, which includes a
store. The impairment loss recognized is the excess of the carrying amount of the asset or
asset group over its fair value, based on projected discounted cash flows using a discount
rate determined by management. Any impairment loss realized is included in selling, general and administrative expense. We
believe as of January 29, 2011 that the long-lived assets carrying amounts and useful lives
are appropriate. To the extent these future projections or our strategies change, the
conclusion regarding impairment may differ from our current estimates.
    
    Self-insurance reserves. We record estimates for certain health and welfare, workers
compensation and casualty insurance costs that are self-insured programs. Self-insurance
reserves include actuarial estimates of both claims filed, carried at their expected
ultimate settlement value, and claims incurred but not yet reported. Our liability
represents an estimate of the ultimate cost of claims incurred as of the balance sheet date.
Health and welfare estimates are calculated utilizing claims development estimates based on
historical experience and other factors. Workers compensation and general liability
insurance estimates are calculated utilizing claims development estimates based on
historical experience and other factors. We have purchased stop loss insurance to limit our
exposure to any significant exposure on a per person basis for health and welfare and on a
per claim basis for workers compensation and casualty insurance. Although we do not
anticipate the amounts ultimately paid will differ significantly from our estimates,
self-insurance reserves could be affected if future claim experience differs significantly
from the historical trends and the actuarial assumptions. For example, for workers
compensation and liability future claims estimates, a 1% increase or decrease to the
assumptions for claims costs and loss development factors would increase or decrease our
self-insurance accrual by less than $0.1 million.
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
    
    Customer loyalty program.DSW maintains a customer loyalty program for the DSW stores and
dsw.com in which program members earn reward certificates that result in discounts on future
purchases. Upon reaching the target-earned threshold, the members receive reward
certificates for these discounts which expire six months after being issued. DSW accrues the
anticipated redemptions of the discount earned at the time of the initial purchase. To
estimate these costs, DSW is required to make assumptions related to customer purchase
levels and redemption rates based on historical experience. If the redemption
rate were to increase or decrease by 5%, it would result in a decrease or increase of
approximately $1.8 million to operating profit.
    
    Pension. The obligations and related assets of the defined benefit retirement plan are
presented in Note 10 of the Notes to Consolidated Financial Statements in this Annual Report
on Form 10-K. Plan assets, which consist primarily of marketable equity and debt
instruments, are valued using market quotations. Plan obligations and the annual pension
expense are determined by independent actuaries and through the use of a number of
assumptions. Key assumptions in measuring the plan obligations include the discount rate and
the estimated future return on plan assets. In determining the discount rate, we utilize the
yield on fixed-income investments currently available with maturities corresponding to the
anticipated timing of the benefit payments. Asset returns are based upon the anticipated
average rate of earnings expected on the invested funds of the plans. At January 29, 2011,
the weighted-average actuarial assumptions applied to our plan were a discount rate of 5.5%
and long-term rate of return on plan assets of 7.0%. At January 30, 2010, the
weighted-average actuarial assumptions applied to our plan were a discount rate of 5.8% and
long-term rate of return on plan assets of 7.0%. To the extent actual results vary from
assumptions, earnings would be impacted.
    
    Change in fair value of derivative instruments. In accordance with ASC 815, Derivatives
and Hedging, the Company recognizes all derivatives on the balance sheet at fair value. For
derivatives that are not designated as hedges under ASC 815, changes in the fair values are
recognized in earnings in the period of change. The Company uses the Black-Scholes Pricing
Model to calculate the fair value of derivative instruments. For fiscal years ended January
29, 2011 and January 30, 2010, the Company recorded a non-cash charge of $14.6 million and
$16.8 million, respectively, related to the change in fair value of warrants. For fiscal
years ended January 29, 2011 and January 30, 2010, the Company recorded a non-cash charge of
$34.4 million and $49.7 million, respectively, related to the change in the fair value of
the conversion feature of the PIES. At January 29, 2011, if the estimated discount rate were
to have increased by 1%, the effect on the fair value of the warrants would have been
approximately $0.1 million and the effect on the fair value of the conversion feature of the
PIES would have been approximately $0.6 million.
    
    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 in which
we do business. In making these estimates, we adjust income based on a determination of
generally accepted accounting principles for items that are treated differently by the
applicable taxing authorities. Deferred tax assets and liabilities, as a result of these
differences, are reflected on our balance sheet for temporary differences that will reverse
in subsequent years. A valuation allowance is established against deferred tax assets when
it is more likely than not that some or all of the deferred tax assets will not be realized.
If our management had made these determinations on a different basis, our tax expense,
assets and liabilities could be different. During fiscal 2010, a decrease in the valuation
reserve of $2.4 million for deferred tax assets was recorded. During fiscal 2009, an
increase in the valuation reserve of $41.1 million for deferred tax assets was recorded.Following the completion of the DSW IPO in June 2005, DSW is no longer included in Retail
Ventures consolidated federal tax return. Following the disposition of an 81% ownership
interest in the Value City operations during January 2008, Value City is no longer included in
Retail Ventures consolidated federal tax return. Following the disposition of Filenes
Basement operations during April 2009, Filenes Basement is no longer included in Retail
Ventures consolidated federal tax return.
    
    Sale of subsidiary stock.Sales of stock by a subsidiary are accounted for by Retail
Ventures as capital transactions.
  33




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RESULTS OF OPERATIONS
  Seasonality
  Fiscal Year
   Fifty-two weeks endedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales (exclusive of depreciation shown below in
selling, general and administrative expenses)
    
    
    (55.4
    )
    
    
    (55.6
    )
    
    
    (57.5
    )Selling, general and administrative expenses
    
    
    (35.3
    )
    
    
    (42.8
    )
    
    
    (39.5
    )Change in fair value of derivative instruments
    
    
    (2.7
    )
    
    
    (4.1
    )
    
    
    5.8Operating profit (loss)
    
    
    6.6
    
    
    
    (2.5
    )
    
    
    8.8Interest expense
    
    
    (0.8
    )
    
    
    (0.8
    )
    
    
    (0.9
    )Interest income
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.7Interest expense, net
    
    
    (0.6
    )
    
    
    (0.7
    )
    
    
    (0.2
    )Non-operating income (expense), net
    
    
    0.1
    
    
    
    (0.2
    )Income (loss) from continuing operations before income taxes
    
    
    6.1
    
    
    
    (3.4
    )
    
    
    8.6Income tax expense
    
    
    (3.3
    )
    
    
    (0.7
    )
    
    
    (1.1
    )Net income (loss) from continuing operations
    
    
    2.8
    
    
    
    (4.1
    )
    
    
    7.5Less: net income attributable to the noncontrolling interests
    
    
    (2.2
    )
    
    
    (1.3
    )
    
    
    (0.7
    )Net income (loss) from continuing operations attributable
to Retail Ventures, Inc.
    
    
    0.6
    %
    
    
    (5.4
    )%
    
    
    6.8
    %
  34




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##### Table of Contents



Fiscal Year Ended January 29, 2011 (fiscal 2010) Compared To Fiscal Year Ended January 30, 2010
(fiscal 2009)
 Net Sales
 For the fiscalyear endedJanuary 29,2011Net sales for the fiscal year ended January 30, 2010
    
    $
    1,602.6Increase in comparable store sales
    
    
    206.6Net increase from non-comparable and closed store sales
    
    
    13.2Net sales for the fiscal year ended January 29, 2011
    
    $
    1,822.4
  Gross Profit.
 Selling, General and Administrative Expenses.
   Change in Fair Value of Derivatives.
 Operating Profit (Loss).
    35




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##### Table of Contents



Interest Expense.
 Interest Income.
 Non-operating Income (Expense), net.
  Income Taxes.
 Income (Loss) from Continuing Operations.
 Income (Loss) from Discontinued Operations  Value City Department Stores.
 Income (Loss) from Discontinued Operations  Filenes Basement.
  Noncontrolling interests.
 Fiscal Year Ended January 30, 2010 (fiscal 2009) Compared To Fiscal Year Ended January 31, 2009
(fiscal 2008)
 Net Sales.
 For the fiscalyear endedJanuary 30,2010Net sales for the fiscal year ended January 31, 2009
    
    $
    1,462.9Increase in comparable store sales
    
    
    42.8Net increase from non-comparable and closed store sales
    
    
    96.9Net sales for the fiscal year ended January 30, 2010
    
    $
    1,602.6
  Gross Profit.
  36




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##### Table of Contents



Selling, General and Administrative Expenses.
   Change in Fair Value of Derivatives.
 Operating (Loss) Profit.
   Interest Expense.
 Interest Income.
 Non-operating (Expense) Income, Net.
 Income Taxes.
 (Loss) Income from Continuing Operations.
 Income (Loss) from Discontinued Operations  Value City Department Stores.
  37




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##### Table of Contents



Income (Loss) from Discontinued Operations  Filenes Basement.
 Noncontrolling interests.
 Inflation and Deflation
  Liquidity and Capital Resources
        38




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##### Table of Contents



Operating Activities
   Investing Activities
    Financing Activities
     39




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##### Table of Contents



$100 Million Secured Revolving Credit Facility  The DSW Revolving Loan
  $143,750,000 Premium Income Exchangeable Securities SM (PIES)
        40




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##### Table of Contents



Warrants
     Liquidity and Capital Resources Considerations Relating to the Value City Disposition
    Liquidity and Capital Resources Considerations Relating to the Filenes Basement Disposition
   41




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Certain Liquidity Issues of RVI
     42




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##### Table of Contents



Contractual Obligations
   Less Than
    
    
    1 - 3
    
    
    3 - 5
    
    
    More ThanContractual Obligations(8)
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsCurrent maturities of long-term debt
    
    $
    133,750
    
    
    $
    133,750Interest payments on long-term debt (1)
    
    
    7,143
    
    
    
    7,143Operating lease obligations (2)
    
    
    936,762
    
    
    
    136,059
    
    
    $
    257,433
    
    
    $
    224,689
    
    
    $
    318,581Construction commitments  DSW (3)
    
    
    3,402
    
    
    
    3,402Purchase Obligations (4)
    
    
    14,195
    
    
    
    3,347
    
    
    
    6,400
    
    
    
    4,448Pension (5)
    
    
    5,182
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,182Other (6)
    
    
    1,590
    
    
    
    452
    
    
    
    582
    
    
    
    
    
    
    
    556Uncertain tax positions (7)
    
    
    3,249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,249Total operations
    
    $
    1,105,273
    
    
    $
    284,153
    
    
    $
    264,415
    
    
    $
    229,137
    
    
    $
    327,568
 
 (1)
    
    Projected interest payments are for the PIES are based on the outstanding
principal amount at January 29, 2011 and interest rate per the agreement.(2)
    
    Many of our operating leases require us to pay contingent rent based on sales,
common area maintenance and real estate taxes. Contingent rent, costs and taxes vary year
by year and are based almost entirely on actual costs incurred. As such, they are not
included in the lease obligations presented above. Other non current liabilities of $104.1
million are primarily comprised of deferred rent liabilities, construction and tenant
allowances, and uncertain tax positions. Deferred rent, which is included in other non
current liabilities, is excluded from this table as our payment obligations are included in
the operating lease obligations. Construction and tenant allowances, which are included in
other non current liabilities, are not contractual obligations as the balance represents
cash allowances from landlords, which are deferred and amortized on a straight-line basis
over the non-cancellable terms of the lease.(3)
    
    Construction commitments include capital items to be purchased for projects that
were under construction, or for which a lease had been signed, as of January 29, 2011.(4)
    
    Many of our purchase obligations are cancelable by us without payment or penalty,
and we have excluded such obligations.(5)
    
    Pension is included in the More Than 5 Years column as we are not able to
reasonably estimate the timing of the potential future payments.(6)
    
    Other contractual obligations include purchase commitments, guarantees and
indemnifications. Many of our purchase commitments are cancelable by us without payment or
penalty, and we have excluded such commitments, along with all associate employment and
intercompany commitments.(7)
    
    The amount of obligations related to uncertain tax positions as of January 29,
2011, is $3.2 million, including approximately $0.3 million of accrued interest and
penalties. Uncertain tax benefits are positions taken or expected to be taken on an income
tax return that may result in additional payments to tax authorities. We may not be
required to settle these obligations. Uncertain tax positions are included in the More
Than 5 Years column as we are not able to reasonably estimate the timing of the potential
future payments.(8)
    
    Deferred taxes and noncontrolling interest are not included in this table.  43




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##### Table of Contents



Recent Accounting Pronouncements
  Off-Balance Sheet Arrangements
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Investments
  Secured Revolving Credit Facilities
   44




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##### Table of Contents



Warrants
 Derivatives and Hedging
   Conversion Feature of PIES
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES.
   45




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
     Changes in Internal Control Over Financial Reporting
  
 ITEM 9B.
    
    OTHER INFORMATION.
   46




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 EXECUTIVE OFFICERS, ELECTION OF DIRECTORS and OTHER DIRECTOR INFORMATION, COMMITTEES OF
DIRECTORS AND CORPORATE GOVERNANCE INFORMATION
 
 ITEM 11.
    
    EXECUTIVE COMPENSATION.
 COMPENSATION OF MANAGEMENT OTHER DIRECTOR INFORMATION COMMITTEES OF DIRECTORS AND CORPORATE
GOVERNANCE INFORMATION  GENERAL
 
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS.
 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS EQUITY
COMPENSATION PLAN INFORMATION
 EQUITY COMPENSATION PLAN TABLE
  Number of securitiesremaining available forNumber of securities to
    
    
    Weighted-average
    
    
    issuance under equitybe issued upon exercise of
    
    
    exercise price of
    
    
    compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(1)
    
    
    1,019,000
    
    
    $
    7.67
    
    
    
    4,628,893Equity compensation
plans not approved
by security holders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    1,019,000
    
    
    $
    7.67
    
    
    
    4,628,893
 (1)
    
    Equity compensation plans approved by shareholders include the 1991 Plan and the
2000 Plan.  47




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS OTHER DIRECTOR INFORMATION, COMMITTEES OF DIRECTORS
AND CORPORATE GOVERNANCE INFORMATION  CORPORATE GOVERNANCE PRINCIPLES
 
 ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES.
 AUDIT AND
OTHER SERVICE FEES
  48




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 Page inForm 10-K15(a)(1) Financial StatementsThe documents listed below are filed as part of this Form 10-K:Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets at January 29, 2011 and January 30, 2010
    
    
    F-3Consolidated Statements of Operations for the years ended January 29, 2011, January 30, 2010 and January 31, 2009
    
    
    F-5Consolidated Statements of Shareholders Equity for the years ended January 29, 2011, January 30, 2010 and January 31, 2009
    
    
    F-7Consolidated Statements of Cash Flows for the years ended January 29, 2011, January 30, 2010 and January 31, 2009
    
    
    F-10Notes to Consolidated Financial Statements
    
    
    F-1215(a)(2) Consolidated Financial Statement Schedules:Schedule I:Condensed Balanced Sheets (Parent Company Only) at January 29, 2011 and January 30, 2010
    
    
    S-1Condensed Statements of Operations (Parent Company Only) for the years ended January 29, 2011, January 30, 2010 and January 31, 2009
    
    
    S-3Condensed Statements of Cash Flows (Parent Company Only) for the years ended January 29, 2011, January 30, 2010 and January 31, 2009
    
    
    S-4
  15(a)(3) and (b) Exhibits:
 Index to Exhibits
    
    
    E-1
 15(c) Additional Financial Statement Schedules:
   49




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##### Table of Contents



SIGNATURES
  RETAIL VENTURES, INC.March 28, 2011
    
    By:
    
    /s/ James A. McGrady

James A. McGrady, Chief Executive Officer, President,Chief Financial Officer and Treasurer (PrincipalExecutive Officer and Principal Financialand Accounting Officer)
  Signature
    
    Title
    
    Date*

Jay L. Schottenstein
    
    Chairman of the Board of Directors
    
    March 28, 2011/s/ James A. McGrady

James A. McGrady
    
    Chief Executive Officer, President, Chief Financial Officer and Treasurer
(Principal Executive Officer and Principal Financial
and Accounting Officer)
    
    March 28, 2011*

Henry L. Aaron
    
    Director
    
    March 28, 2011*

Ari Deshe
    
    Director
    
    March 28, 2011*

Jon P. Diamond
    
    Director
    
    March 28, 2011*

Elizabeth M. Eveillard
    
    Director
    
    March 28, 2011*

Lawrence J. Ring
    
    Director
    
    March 28, 2011*

Harvey L. Sonnenberg
    
    Director
    
    March 28, 2011*

James L. Weisman
    
    Director
    
    March 28, 2011
 *By:
    
    /s/ James A. McGrady

James A. McGrady (Attorney-in-fact)
  50




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
       
  F-1




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##### Table of Contents



F-2




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##### Table of Contents



RETAIL VENTURES, INC.
 
 CONSOLIDATED BALANCE SHEETS
 January 29, 2011 and January 30, 2010
 (in thousands, except share amounts)
 January 29,
    
    
    January 30,2011
    
    
    2010ASSETSCash and equivalents
    
    $
    99,126
    
    
    $
    141,773Short-term investments
    
    
    241,557
    
    
    
    164,265Accounts receivable, net
    
    
    13,105
    
    
    
    6,509Accounts receivable from related parties
    
    
    81
    
    
    
    154Inventories
    
    
    309,013
    
    
    
    262,284Prepaid expenses and other current assets
    
    
    30,900
    
    
    
    22,478Deferred income taxes
    
    
    49,354
    
    
    
    29,560Total current assets
    
    
    743,136
    
    
    
    627,023Property and equipment, at cost:Furniture, fixtures and equipment
    
    
    261,056
    
    
    
    235,728Leasehold improvements
    
    
    182,503
    
    
    
    162,840443,559
    
    
    
    398,568Accumulated depreciation and amortization
    
    
    (231,217
    )
    
    
    (189,755
    )Property and equipment, net
    
    
    212,342
    
    
    
    208,813Goodwill
    
    
    25,899
    
    
    
    25,899Long-term investments
    
    
    49,987
    
    
    
    1,151Conversion feature of long-term debt
    
    
    
    
    
    
    28,029Deferred income taxes
    
    
    
    
    
    
    5,657Other assets
    
    
    10,113
    
    
    
    6,893Total assets
    
    $
    1,041,477
    
    
    $
    903,465
   F-3




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##### Table of Contents



RETAIL VENTURES, INC
CONSOLIDATED BALANCE SHEETS (Continued)
January 29, 2011 and January 30, 2010
(in thousands, except share amounts)
 January 29,
    
    
    January 30,2011
    
    
    2010LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable
    
    $
    149,207
    
    
    $
    120,038Accounts payable to related parties
    
    
    1,069
    
    
    
    1,239Accrued expenses:Compensation
    
    
    25,162
    
    
    
    27,056Taxes
    
    
    15,673
    
    
    
    29,682Gift cards and merchandise credits
    
    
    22,571
    
    
    
    17,774Guarantees from discontinued operations
    
    
    452
    
    
    
    2,800Other
    
    
    49,242
    
    
    
    36,162Conversion feature of short-term debt
    
    
    6,375Warrant liability
    
    
    20,624
    
    
    
    23,068Current maturities of long-term debt
    
    
    132,132Total current liabilities
    
    
    422,507
    
    
    
    257,819Long-term obligations, net of current maturities
    
    
    
    
    
    
    129,757Other non current liabilities
    
    
    104,182
    
    
    
    109,958Deferred income taxes
    
    
    25,919
    
    
    
    2,641Commitments and contingenciesShareholders equity:Common Shares, without par value; 160,000,000
authorized; issued and outstanding, including
7,551 treasury shares, 50,282,402 and
48,964,530 outstanding, respectively
    
    
    330,022
    
    
    
    313,147Accumulated deficit
    
    
    (78,940
    )
    
    
    (100,277
    )Treasury shares, at cost, 7,551 shares
    
    
    (59
    )
    
    
    (59
    )Accumulated other comprehensive loss
    
    
    (5,842
    )
    
    
    (6,942
    )Total Retail Ventures shareholders equity
    
    
    245,181
    
    
    
    205,869Noncontrolling interests
    
    
    243,688
    
    
    
    197,421Total shareholders equity
    
    
    488,869
    
    
    
    403,290Total liabilities and shareholders equity
    
    $
    1,041,477
    
    
    $
    903,465
   F-4




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##### Table of Contents



RETAIL VENTURES, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
 (in thousands, except per share amounts)
 January 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Net sales
    
    $
    1,822,376
    
    
    $
    1,602,605
    
    
    $
    1,462,944Cost of sales (exclusive of depreciation included below in selling,
general and administrative expenses)
    
    
    (1,010,108
    )
    
    
    (890,465
    )
    
    
    (841,593
    )Selling, general and administrative expenses
    
    
    (642,694
    )
    
    
    (685,485
    )
    
    
    (578,538
    )Change in fair value of derivative instruments
    
    
    (49,014
    )
    
    
    (66,499
    )
    
    
    85,235Operating profit (loss)
    
    
    120,560
    
    
    
    (39,844
    )
    
    
    128,048Interest expense
    
    
    (13,506
    )
    
    
    (13,632
    )
    
    
    (13,603
    )Interest income
    
    
    3,239
    
    
    
    2,288
    
    
    
    11,269Interest expense, net
    
    
    (10,267
    )
    
    
    (11,344
    )
    
    
    (2,334
    )Non-operating income (expense), net
    
    
    1,500
    
    
    
    (2,367
    )
    
    
    352Income (loss) from continuing operations before income taxes
    
    
    111,793
    
    
    
    (53,555
    )
    
    
    126,066Income tax expense
    
    
    (59,973
    )
    
    
    (12,055
    )
    
    
    (16,886
    )Income (loss) from continuing operations
    
    
    51,820
    
    
    
    (65,610
    )
    
    
    109,180Income from discontinued operations, net of tax  Value City
    
    
    2,733
    
    
    
    9,513
    
    
    
    13,223Income (loss) from discontinued operations, net of tax  Filenes Basement
    
    
    3,895
    
    
    
    50,367
    
    
    
    (61,602
    )Total income (loss) from discontinued operations, net of tax
    
    
    6,628
    
    
    
    59,880
    
    
    
    (48,379
    )Net income (loss)
    
    
    58,448
    
    
    
    (5,730
    )
    
    
    60,801Less: net income attributable to the noncontrolling interests
    
    
    (40,654
    )
    
    
    (20,361
    )
    
    
    (9,960
    )Net income (loss) attributable to Retail Ventures, Inc.
    
    $
    17,794
    
    
    $
    (26,091
    )
    
    $
    50,841
   F-5




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##### Table of Contents



RETAIL VENTURES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
(in thousands, except per share amounts)
 January 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Basic and diluted earnings (loss) per share:Basic earnings (loss) per share from continuing operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    0.23
    
    
    $
    (1.76
    )
    
    $
    2.04Diluted earnings (loss) per share from continuing operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    0.23
    
    
    $
    (1.76
    )
    
    $
    1.28Basic earnings (loss) per share from discontinued operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    0.13
    
    
    $
    1.23
    
    
    $
    (0.99
    )Diluted earnings (loss) per share from discontinued operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    0.13
    
    
    $
    1.23
    
    
    $
    (0.98
    )Basic earnings (loss) per share attributable to Retail Ventures,
Inc. common shareholders
    
    $
    0.36
    
    
    $
    (0.53
    )
    
    $
    1.04Diluted earnings (loss) per share attributable to Retail
Ventures, Inc. common shareholders
    
    $
    0.36
    
    
    $
    (0.53
    )
    
    $
    0.30Shares used in per share calculations:Basic shares
    
    
    49,284
    
    
    
    48,878
    
    
    
    48,669Diluted shares
    
    
    49,601
    
    
    
    48,878
    
    
    
    49,526Amounts attributable to Retail Ventures, Inc. common shareholders:Income (loss) from continuing operations, net of tax
    
    $
    11,166
    
    
    $
    (85,971
    )
    
    $
    99,220Discontinued operations, net of tax
    
    
    6,628
    
    
    
    59,880
    
    
    
    (48,379
    )Net income (loss)
    
    $
    17,794
    
    
    $
    (26,091
    )
    
    $
    50,841
   F-6




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##### Table of Contents



RETAIL VENTURES, INC.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
 (in thousands)
 Number of Shares
    
    
    Retail Ventures, Inc. ShareholdersRetained
    
    
    
    
    
    
    
    
    
    
    TotalCommon
    
    
    Earnings
    
    
    
    
    
    
    
    
    
    
    AccumulatedCommon
    
    
    Shares and
    
    
    (Accum-
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    Non-Common
    
    
    Shares in
    
    
    Paid in
    
    
    ulated
    
    
    
    
    
    
    Treasury
    
    
    Comprehen-
    
    
    controllingShares
    
    
    Treasury
    
    
    Capital
    
    
    Deficit)
    
    
    Warrants
    
    
    Shares
    
    
    sive Loss
    
    
    Interests
    
    
    TotalBalance,
February 2, 2008
    
    
    48,623
    
    
    
    8
    
    
    $
    305,254
    
    
    $
    (130,577
    )
    
    $
    124
    
    
    $
    (59
    )
    
    $
    (1,819
    )
    
    $
    160,349
    
    
    $
    333,272Income from
continuing
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,960
    
    
    
    109,180Loss from
discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,379
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (48,379
    )Change in minimum
pension liability,
net of income tax
expense of $1,517
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,245
    )
    
    
    
    
    
    
    (2,245
    )Valuation allowance
on pension deferred
tax asset
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,670
    )
    
    
    
    
    
    
    (2,670
    )Unrealized loss on
available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (655
    )
    
    
    (243
    )
    
    
    (898
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,988Capital
transactions of
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,806
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,506
    
    
    
    5,312Stock based
compensation
expense, before
related tax effects
    
    
    
    
    
    
    
    
    
    
    1,407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,407Exercise of stock
options
    
    
    68
    
    
    
    
    
    
    
    207
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    207Balance,
January 31, 2009
    
    
    48,691
    
    
    
    8
    
    
    $
    306,868
    
    
    $
    (76,930
    )
    
    $
    124
    
    
    $
    (59
    )
    
    $
    (7,389
    )
    
    $
    172,572
    
    
    $
    395,186
   F-7




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##### Table of Contents



RETAIL VENTURES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (Continued)
Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
(in thousands)
 Number of Shares
    
    
    Retail Ventures, Inc. ShareholdersRetained
    
    
    
    
    
    
    
    
    
    
    TotalCommon
    
    
    Earnings
    
    
    
    
    
    
    
    
    
    
    AccumulatedCommon
    
    
    Shares and
    
    
    (Accum-
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    Non-Common
    
    
    Shares in
    
    
    Paid in
    
    
    ulated
    
    
    
    
    
    
    Treasury
    
    
    Comprehen-
    
    
    controllingShares
    
    
    Treasury
    
    
    Capital
    
    
    Deficit)
    
    
    Warrants
    
    
    Shares
    
    
    sive Loss
    
    
    Interests
    
    
    TotalBalance,
January 31, 2009
    
    
    48,691
    
    
    
    8
    
    
    $
    306,868
    
    
    $
    (76,930
    )
    
    $
    124
    
    
    $
    (59
    )
    
    $
    (7,389
    )
    
    $
    172,572
    
    
    $
    395,186Loss (income) from
continuing operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (85,971
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,361
    
    
    
    (65,610
    )Income from
discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,880
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,880Change in minimum
pension liability,
net of income tax
expense of $117
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (323
    )
    
    
    
    
    
    
    (323
    )Unrealized loss on
available-for-sale
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (99
    )
    
    
    (37
    )
    
    
    (136
    )Total comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,189
    )Reclassification of
unrealized losses on
available-for-sale
securities to an
other-than-temporary
impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    754
    
    
    
    281
    
    
    
    1,035Non-cash capital
contribution to
subsidiary
    
    
    
    
    
    
    
    
    
    
    4,670
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,670Capital transactions
of subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,744
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,244
    
    
    
    6,988Stock based
compensation expense,
before related tax
effects
    
    
    
    
    
    
    
    
    
    
    997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    997Exercise of stock
options
    
    
    273
    
    
    
    
    
    
    
    612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    612Cumulative effect of
adoption of new
accounting
pronouncement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124
    )
    
    
    
    
    
    
    115
    
    
    
    
    
    
    
    (9
    )Balance,
January 30, 2010
    
    
    48,964
    
    
    
    8
    
    
    $
    313,147
    
    
    $
    (100,277
    )
    
    $
    
    
    
    $
    (59
    )
    
    $
    (6,942
    )
    
    $
    197,421
    
    
    $
    403,290
   F-8




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##### Table of Contents



RETAIL VENTURES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (Continued)
Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
(in thousands)
 Number of Shares
    
    
    Retail Ventures, Inc. ShareholdersRetained
    
    
    
    
    
    
    
    
    
    
    TotalCommon
    
    
    Earnings
    
    
    
    
    
    
    
    
    
    
    AccumulatedCommon
    
    
    Shares and
    
    
    (Accum-
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    Non-Common
    
    
    Shares in
    
    
    Paid in
    
    
    ulated
    
    
    
    
    
    
    Treasury
    
    
    Comprehen-
    
    
    controllingShares
    
    
    Treasury
    
    
    Capital
    
    
    Deficit)
    
    
    Warrants
    
    
    Shares
    
    
    sive Loss
    
    
    Interests
    
    
    TotalBalance,
January 30, 2010
    
    
    48,964
    
    
    
    8
    
    
    $
    313,147
    
    
    $
    (100,277
    )
    
    $
    
    
    
    $
    (59
    )
    
    $
    (6,942
    )
    
    $
    197,421
    
    
    $
    403,290Income from
continuing
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,166
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,654
    
    
    
    51,820Income from
discontinued
operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,628
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,628Change in minimum
pension liability,
net of income tax
expense of $410
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,100
    
    
    
    
    
    
    
    1,100Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,548Non-cash capital
contribution to subsidiary
    
    
    
    
    
    
    
    
    
    
    (896
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (896
    )Capital
transactions of
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,543
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,613
    
    
    
    9,156Stock based
compensation
expense, before
related tax effects
    
    
    
    
    
    
    
    
    
    
    (495
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (495
    )Net issuance of
restricted shares
    
    
    70
    
    
    
    
    
    
    
    568
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568Exercise of stock
options
    
    
    33
    
    
    
    
    
    
    
    187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187Excess tax benefit
related to stock
options exercised
    
    
    
    
    
    
    
    
    
    
    458
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    458Exercise of warrants
    
    
    1,215
    
    
    
    
    
    
    
    17,053
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,053Balance,
January 29, 2011
    
    
    50,282
    
    
    
    8
    
    
    $
    330,022
    
    
    $
    (78,940
    )
    
    $
    
    
    
    $
    (59
    )
    
    $
    (5,842
    )
    
    $
    243,688
    
    
    $
    488,869
   F-9




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##### Table of Contents



RETAIL VENTURES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
 (in thousands)
 January 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    58,448
    
    
    $
    (5,730
    )
    
    $
    60,801Less: (income) loss from discontinued operations, net of tax
    
    
    (6,628
    )
    
    
    (59,880
    )
    
    
    48,379Income (loss) before discontinued operations
    
    
    51,820
    
    
    
    (65,610
    )
    
    
    109,180Adjustments
to reconcile net income (loss) to net cash provided by
operating activities:Amortization of debt issuance costs and discount on debt
    
    
    3,748
    
    
    
    3,530
    
    
    
    3,369Stock based compensation expense
    
    
    (495
    )
    
    
    997
    
    
    
    1,407Restricted shares granted
    
    
    568Capital transactions of subsidiary
    
    
    3,543
    
    
    
    2,744
    
    
    
    2,806Depreciation and amortization
    
    
    48,262
    
    
    
    46,738
    
    
    
    38,466Change in fair value of derivative instruments (related party -
$12,956, $6,910 and ($30,009))
    
    
    49,014
    
    
    
    66,499
    
    
    
    (85,235
    )Gain on the
repurchase of the Premium Income Exchangeable Securities
    
    
    
    
    
    
    
    
    
    
    (1,486
    )Deferred income taxes and other non current liabilities
    
    
    (2,010
    )
    
    
    (38,559
    )
    
    
    (6,263
    )Impairment charges on long-lived assets
    
    
    
    
    
    
    856
    
    
    
    3,339Loss on disposal of long-lived assets
    
    
    1,622
    
    
    
    1,145
    
    
    
    2,235Impairment charges on receivables from Filenes Basement
    
    
    
    
    
    
    57,884Other-than-temporary impairment charges on investments
    
    
    
    
    
    
    2,895
    
    
    
    1,134Other
    
    
    8,878
    
    
    
    8,522
    
    
    
    2,263Change in working capital, assets and liabilities:Accounts receivable
    
    
    (6,523
    )
    
    
    1,532
    
    
    
    6,314Inventories
    
    
    (46,729
    )
    
    
    (18,276
    )
    
    
    18,029Prepaid expenses and other current assets
    
    
    (12,917
    )
    
    
    4,933
    
    
    
    (53
    )Accounts payable
    
    
    26,986
    
    
    
    23,037
    
    
    
    (17,566
    )Proceeds from construction and tenant allowances
    
    
    5,375
    
    
    
    7,106
    
    
    
    16,106Accrued expenses
    
    
    (4,156
    )
    
    
    28,407
    
    
    
    1Net cash provided by operating activities from continuing
operations
    
    
    126,986
    
    
    
    134,380
    
    
    
    94,046Cash flows from investing activities:Cash paid for property and equipment
    
    
    (46,735
    )
    
    
    (23,080
    )
    
    
    (79,651
    )Purchases of available-for-sale investments
    
    
    (27,957
    )
    
    
    (200,002
    )
    
    
    (205,558
    )Purchases of held-to-maturity investments
    
    
    (274,425
    )
    
    
    (23,983
    )
    
    
    (2,000
    )Maturities and sales of available-for-sale investments
    
    
    77,009
    
    
    
    153,753
    
    
    
    183,604Maturities and sales of held-to-maturity investments
    
    
    96,011
    
    
    
    6,925
    
    
    
    2,000Transfer of cash from restricted cash
    
    
    
    
    
    
    10,261Transfer of cash to restricted cash
    
    
    
    
    
    
    (10,000
    )Activity related to equity investment  related party
    
    
    199
    
    
    
    (1,151
    )Purchase of tradename
    
    
    (225
    )Net cash used in investing activities from continuing operations
    
    
    (176,123
    )
    
    
    (87,277
    )
    
    
    (101,605
    )
   F-10




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##### Table of Contents



RETAIL VENTURES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years Ended January 29, 2011, January 30, 2010 and  January 31, 2009
 (in thousands)
 January 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Cash flows from financing activities:Payment of current maturities on long-term obligations
    
    
    
    
    
    
    (250
    )Repurchase of Premium Income Exchangeable Securities
    
    
    
    
    
    
    
    
    
    
    (5,600
    )Debt issuance costs
    
    
    (783
    )Proceeds from exercise of stock options
    
    
    187
    
    
    
    612
    
    
    
    207Excess tax benefit related to stock options exercised
    
    
    458Net cash (used in) provided by financing activities
from continuing operations
    
    
    (138
    )
    
    
    362
    
    
    
    (5,393
    )Cash and equivalents from discontinued operations:Operating activities
    
    
    6,628
    
    
    
    20,563
    
    
    
    (13,984
    )Investing activities
    
    
    
    
    
    
    (158
    )
    
    
    (4,014
    )Financing activities
    
    
    
    
    
    
    (25,181
    )
    
    
    17,083Net increase (decrease) in cash and equivalents from
discontinued operations
    
    
    6,628
    
    
    
    (4,776
    )
    
    
    (915
    )Net (decrease) increase in cash and equivalents from
continuing operations
    
    
    (49,275
    )
    
    
    47,465
    
    
    
    (12,952
    )Cash and equivalents, beginning of period
    
    
    141,773
    
    
    
    99,084
    
    
    
    112,951Cash and equivalents, end of period
    
    
    99,126
    
    
    
    141,773
    
    
    
    99,084
   F-11




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Business Operations
        F-12




---



##### Table of Contents



Principles of Consolidation
  Fiscal Year
  Use of Estimates
  Financial Instruments
  Cash and Equivalents
   Investments
   F-13




---



##### Table of Contents



Accounts Receivable
  Concentration of Credit Risk
  Concentration of Vendor Risk
  Allowance for Doubtful Accounts
  Beginning
    
    
    
    
    
    
    
    
    
    
    EndingFiscal years ended:
    
    Balance
    
    
    Expenses
    
    
    Deductions
    
    
    BalanceJanuary 29, 2011
    
    $
    5,343
    
    
    $
    183
    
    
    $
    (4,812
    )
    
    $
    714January 30, 2010
    
    
    1,192
    
    
    
    5,652
    
    
    
    (1,501
    )
    
    
    5,343January 31, 2009
    
    
    399
    
    
    
    2,166
    
    
    
    (1,373
    )
    
    
    1,192
  Beginning
    
    
    
    
    
    
    
    
    
    
    EndingFiscal year ended:
    
    Balance
    
    
    Expenses
    
    
    Deductions
    
    
    BalanceJanuary 30, 2010
    
    $
    
    
    
    $
    52,559
    
    
    $
    (52,559
    )
    
    $
 Inventories
   F-14




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##### Table of Contents



Property and Equipment
  Furniture, fixtures and equipment
    
    3 to 10 yearsLeasehold improvements
    
    Shorter of the non-cancellable term of the lease or 10 years
 Asset Impairment and Long-Lived Assets
  Self-insurance Reserves
  Goodwill
   F-15




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##### Table of Contents



Tradenames and Other Intangible Assets
   Equity Investments
  Customer Loyalty Program
  Deferred Rent
  Construction and Tenant Allowances
  Accumulated Other Comprehensive Loss
   Sales and Revenue Recognition
   F-16




---



##### Table of Contents



Cost of Sales
  Selling, General and Administrative Expenses
  Stock-Based Compensation
  New Store Costs
  Marketing Expense
  Other Operating Income
  Non-operating Income (Expense), Net
  Noncontrolling Interests
  Earnings Per Share
   F-17




---



##### Table of Contents



Derivative Financial Instruments
 Derivatives and Hedging
 Legal Proceedings and Claims
  Income Taxes
 Income
Taxes
 Sale of subsidiary stock
  Recent Accounting Pronouncements
 Business Combinations
 Derivatives and Hedging, Contracts in Entity’s
Own Equity Derivatives and Hedging
  2. DISCONTINUED OPERATIONS
 Value City
     F-18




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##### Table of Contents



Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Income on disposal
    
    $
    2,733
    
    
    $
    9,513
    
    
    $
    13,223Income from discontinued operations, net of tax  Value City
    
    $
    2,733
    
    
    $
    9,513
    
    
    $
    13,223
 Filenes Basement
  Total Investment in Filenes Basement as of April 21, 2009
    
    $
    90,026Disposition Costs:Selling costs to Dispose of Filenes Basement
    
    
    (5,265
    )Outstanding Guarantees
    
    
    (152
    )Impairment of Fixed Assets not sold
    
    
    (1,666
    )Total Disposition Costs
    
    
    (7,083
    )Pre-tax gain on disposition of Filenes Basement
    
    
    82,943Less tax effect
    
    
    2,859After tax gain on disposition of Filenes Basement
    
    $
    85,802
     F-19




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##### Table of Contents



Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Net sales
    
    
    
    
    
    $
    63,351
    
    
    $
    422,099Loss before income taxes
    
    
    
    
    
    $
    (31,195
    )
    
    $
    (62,003
    )Income tax (expense) benefit
    
    
    
    
    
    
    (345
    )
    
    
    401Gain on sale
    
    $
    3,895
    
    
    
    81,907Income (loss) from
discontinued operations,
net of tax  Filenes
Basement
    
    $
    3,895
    
    
    $
    50,367
    
    
    $
    (61,602
    )
 3. RELATED PARTY TRANSACTIONS
     4. STOCK BASED COMPENSATION
 Compensation  Stock Compensation
    F-20




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##### Table of Contents



Retail Ventures Stock Compensation Plans
    Stock Options
    Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Risk-free interest rate
    
    
    1.9
    %
    
    
    2.2
    %
    
    
    2.2
    %Expected volatility of Retail Ventures Common Shares
    
    
    87.6
    %
    
    
    85.3
    %
    
    
    66.5
    %Expected option term
    
    4.9 years
    
    
    4.9 years
    
    
    5.0 yearsExpected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
  Fiscal Year EndedJanuary 29, 2011
    
    
    January 30, 2010
    
    
    January 31, 2009Shares
    
    
    WAEP
    
    
    Shares
    
    
    WAEP
    
    
    Shares
    
    
    WAEPOutstanding beginning of year
    
    
    826
    
    
    $
    6.48
    
    
    
    1,247
    
    
    $
    5.13
    
    
    
    1,312
    
    
    $
    5.97Granted
    
    
    50
    
    
    $
    10.87
    
    
    
    50
    
    
    $
    3.73
    
    
    
    250
    
    
    $
    2.89Exercised
    
    
    (23
    )
    
    $
    6.10
    
    
    
    (259
    )
    
    $
    2.04
    
    
    
    (68
    )
    
    $
    3.05Forfeited
    
    
    (51
    )
    
    $
    9.34
    
    
    
    (212
    )
    
    $
    3.27
    
    
    
    (247
    )
    
    $
    7.95Outstanding end of year
    
    
    802
    
    
    $
    6.59
    
    
    
    826
    
    
    $
    6.48
    
    
    
    1,247
    
    
    $
    5.13Options exercisable end of year
    
    
    752
    
    
    $
    6.30
    
    
    
    776
    
    
    $
    6.66
    
    
    
    1,045
    
    
    $
    5.74
  F-21




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##### Table of Contents



WeightedAverage
    
    
    AggregateRemaining
    
    
    IntrinsicAs of January 29, 2011
    
    Shares
    
    
    WAEP
    
    
    Contract Life
    
    
    ValueOptions exercisable
    
    
    752
    
    
    $
    6.30
    
    
    3 years
    
    
    $
    6,740Options expected to vest
    
    
    48
    
    
    $
    10.87
    
    
    9 years
    
    
    $
    201Options vested and expected to vest
    
    
    800
    
    
    $
    6.58
    
    
    3 years
    
    
    $
    6,941
   Stock Appreciation Rights (SARS)
      Fiscal Year EndedJanuary 29, 2011
    
    
    January 30, 2010
    
    
    January 31, 2009Shares
    
    
    WAEP
    
    
    Shares
    
    
    WAEP
    
    
    Shares
    
    
    WAEPOutstanding beginning of year
    
    
    177
    
    
    $
    12.61
    
    
    
    395
    
    
    $
    12.18
    
    
    
    725
    
    
    $
    11.66Exercised
    
    
    (10
    )
    
    $
    4.50
    
    
    
    (14
    )
    
    $
    5.85Forfeited
    
    
    (20
    )
    
    $
    9.68
    
    
    
    (204
    )
    
    $
    12.25
    
    
    
    (330
    )
    
    $
    11.04Outstanding end of year
    
    
    147
    
    
    $
    13.56
    
    
    
    177
    
    
    $
    12.61
    
    
    
    395
    
    
    $
    12.18SARS exercisable end of year
    
    
    139
    
    
    $
    13.12
    
    
    
    163
    
    
    $
    12.05
    
    
    
    251
    
    
    $
    9.41
  F-22




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##### Table of Contents



WeightedAverage
    
    
    AggregateRemaining
    
    
    IntrinsicAs of January 29, 2011
    
    Shares
    
    
    WAEP
    
    
    Contract Life
    
    
    ValueSARS exercisable
    
    
    139
    
    
    $
    13.12
    
    
    5 years
    
    
    $
    334SARS expected to vest
    
    
    5
    
    
    $
    21.09
    
    
    6 yearsSARS vested and expected to vest
    
    
    144
    
    
    $
    13.41
    
    
    5 years
    
    
    $
    334
   Restricted Stock Units
     Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Outstanding beginning of year
    
    
    6
    
    
    
    12
    
    
    
    57GrantedExercised/Vested
    
    
    (6
    )
    
    
    (6
    )
    
    
    (35
    )Forfeited
    
    
    
    
    
    
    
    
    
    
    (10
    )Outstanding end of year
    
    
    
    
    
    
    6
    
    
    
    12
 Restricted Shares
    F-23




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##### Table of Contents



DSW Stock Compensation Plan
  Stock Options
  Compensation  Stock Compensation
   Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Risk-free interest rate
    
    
    2.5
    %
    
    
    1.9
    %
    
    
    2.7
    %Expected volatility of DSW Common Shares
    
    
    56.9
    %
    
    
    57.6
    %
    
    
    48.5
    %Expected option term
    
    4.9 years
    
    
    4.9 years
    
    
    5.0 yearsExpected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
  F-24




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##### Table of Contents



Fiscal Year EndedJanuary 29, 2011
    
    
    January 30, 2010
    
    
    January 31, 2009Shares
    
    
    WAEP
    
    
    Shares
    
    
    WAEP
    
    
    Shares
    
    
    WAEPOutstanding beginning of year
    
    
    2,504
    
    
    $
    18.20
    
    
    
    2,125
    
    
    $
    22.04
    
    
    
    1,520
    
    
    $
    28.65Granted
    
    
    522
    
    
    $
    26.56
    
    
    
    946
    
    
    $
    10.17
    
    
    
    1,112
    
    
    $
    12.87Exercised
    
    
    (236
    )
    
    $
    14.35
    
    
    
    (91
    )
    
    $
    14.55
    
    
    
    (1
    )
    
    $
    12.92Forfeited
    
    
    (133
    )
    
    $
    21.26
    
    
    
    (476
    )
    
    $
    20.21
    
    
    
    (506
    )
    
    $
    21.85Outstanding end of year
    
    
    2,657
    
    
    $
    20.04
    
    
    
    2,504
    
    
    $
    18.20
    
    
    
    2,125
    
    
    $
    22.04Options exercisable end of year
    
    
    1,029
    
    
    $
    22.25
    
    
    
    773
    
    
    $
    23.26
    
    
    
    533
    
    
    $
    24.77
 WeightedAverage
    
    
    AggregateRemaining
    
    
    IntrinsicAs of January 29, 2011
    
    Shares
    
    
    WAEP
    
    
    Contract Life
    
    
    ValueOptions exercisable
    
    
    1,029
    
    
    $
    22.25
    
    
    6 years
    
    $
    13,043Options expected to vest
    
    
    1,432
    
    
    $
    18.61
    
    
    8 years
    
    $
    21,931Options vested and expected to vest
    
    
    2,461
    
    
    $
    20.14
    
    
    7 years
    
    $
    34,974
   Restricted Stock Units
    F-25




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##### Table of Contents



Fiscal Year EndedJanuary 29, 2011
    
    
    January 30, 2010
    
    
    January 31, 2009Units
    
    
    GDFV
    
    
    Units
    
    
    GDFV
    
    
    Units
    
    
    GDFVOutstanding beginning of year
    
    
    267
    
    
    $
    12.61
    
    
    
    226
    
    
    $
    17.51
    
    
    
    151
    
    
    $
    23.92Granted
    
    
    59
    
    
    $
    26.56
    
    
    
    180
    
    
    $
    10.39
    
    
    
    158
    
    
    $
    12.61Exercised
    
    
    (39
    )
    
    $
    16.17
    
    
    
    (75
    )
    
    $
    19.77
    
    
    
    (8
    )
    
    $
    26.61Forfeited
    
    
    (11
    )
    
    $
    14.80
    
    
    
    (64
    )
    
    $
    15.30
    
    
    
    (75
    )
    
    $
    19.08Outstanding end of year
    
    
    276
    
    
    $
    14.97
    
    
    
    267
    
    
    $
    12.61
    
    
    
    226
    
    
    $
    17.51
 WeightedAverage
    
    
    AggregateRemaining
    
    
    IntrinsicAs of January 29, 2011
    
    Shares
    
    
    GDFV
    
    
    Contract Life
    
    
    ValueRestricted stock units expected to vest
    
    
    212
    
    
    $
    14.97
    
    
    2 years
    
    $
    7,063
 Director Stock Units
  5. INVESTMENTS
    F-26




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##### Table of Contents



Short-term Investments
    
    
    Long-term InvestmentsJanuary 29,
    
    
    January 30,
    
    
    January 29,
    
    
    January 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Available-for-sale:Tax exempt, tax advantaged and taxable bonds
    
    $
    93,996
    
    
    $
    124,107Tax exempt commercial paper
    
    
    4,000
    
    
    
    8,100Certificates of deposit
    
    
    
    
    
    
    15,000Auction rate securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,500Other-than-temporary impairment included in
earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,500
    )Total available-for-sale investments
    
    $
    97,996
    
    
    $
    147,207Held-to-maturity:Term notes
    
    
    143,561
    
    
    
    17,058Bonds
    
    
    
    
    
    
    
    
    
    $
    49,035Equity investment  related party
    
    
    
    
    
    
    
    
    
    
    952
    
    
    
    1,151Total investments
    
    $
    241,557
    
    
    $
    164,265
    
    
    $
    49,987
    
    
    $
    1,151
 6. LEASES
    Operating LeasesUnrelated
    
    
    RelatedFiscal Year
    
    Total
    
    
    Party
    
    
    Party2011
    
    $
    136,059
    
    
    $
    121,476
    
    
    $
    14,5832012
    
    
    131,984
    
    
    
    116,655
    
    
    
    15,3292013
    
    
    125,449
    
    
    
    110,144
    
    
    
    15,3052014
    
    
    119,517
    
    
    
    104,213
    
    
    
    15,3042015
    
    
    105,172
    
    
    
    90,229
    
    
    
    14,943Future Years
    
    
    318,581
    
    
    
    260,216
    
    
    
    58,365Total minimum lease payments
    
    $
    936,762
    
    
    $
    802,933
    
    
    $
    133,829
  F-27




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##### Table of Contents



Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Continuing operations:Minimum rentals:Unrelated parties
    
    $
    107,808
    
    
    $
    109,626
    
    
    $
    103,382Related parties
    
    
    11,548
    
    
    
    10,887
    
    
    
    11,178Contingent rentals:Unrelated parties
    
    
    31,539
    
    
    
    31,871
    
    
    
    28,261Total continuing operations
    
    $
    150,895
    
    
    $
    152,384
    
    
    $
    142,821
 7. LONG TERM OBLIGATIONS
  January 29,
    
    
    January 30,2011
    
    
    2010Continuing Operations:Credit facilities:Premium Income Exchangeable Securities (PIES)
    
    $
    133,750
    
    
    $
    133,750Discount on PIES
    
    
    (1,618
    )
    
    
    (3,993
    )132,132
    
    
    
    129,757Less: current maturities
    
    
    (132,132
    )Total long term obligations
    
    $
    
    
    
    $
    129,757Letters of credit outstanding under DSW revolving credit facility
    
    $
    19,234
    
    
    $
    17,440Availability under DSW revolving credit facility
    
    $
    80,766
    
    
    $
    132,560
  DSW $100 Million Credit Facility
   F-28




---



##### Table of Contents



$143,750,000 Premium Income Exchangeable Securities SM (PIES)
    Fiscal Year EndedJanuary 29,
    
    
    January 30,2011
    
    
    2010Contractual interest expense
    
    $
    9,523
    
    
    $
    9,444Amortization of debt discount
    
    
    2,375
    
    
    
    2,181Total interest expense
    
    $
    11,898
    
    
    $
    11,625Effective interest rate
    
    
    8.6
    %
    
    
    8.6
    %
  F-29




---



##### Table of Contents



January 29,
    
    
    January 30,2011
    
    
    2010Risk-free interest rate
    
    
    0.9
    %
    
    
    1.3
    %Expected volatility of Common Shares
    
    
    46.8
    %
    
    
    70.9
    %Expected option term
    
    0.6 years
    
    
    1.6 yearsExpected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
 Other Debt Items
    Fiscal Year
    
    Amount2011
    
    $
    133,7502012201320142015Future yearsTotal
    
    $
    133,750
 8. FAIR VALUE MEASUREMENTS
  
    
    Level 1 inputs are unadjusted quoted prices in active markets for identical assets or
liabilities that are publicly accessible. Active markets have frequent transactions with
enough volume to provide ongoing pricing information.
 
    
    Level 2 inputs are other than level 1 inputs that are directly or indirectly observable.
These can include unadjusted quoted prices for similar assets or liabilities in active
markets, unadjusted quoted prices for identical assets or liabilities in inactive markets,
or other observable inputs.
 
    
    Level 3 inputs are unobservable inputs.
  F-30




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##### Table of Contents



Balance as of January 29, 2011
    
    
    Balance as of January 30, 2010Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Assets:Cash and equivalents
    
    $
    99,126
    
    
    $
    99,126
    
    
    
    
    
    
    
    
    
    
    $
    141,773
    
    
    $
    141,773Short-term investments
    
    
    241,557
    
    
    
    
    
    
    $
    241,557
    
    
    
    
    
    
    
    164,265
    
    
    
    
    
    
    $
    164,265Long-term investments
    
    
    49,867
    
    
    
    
    
    
    
    48,915
    
    
    $
    952
    
    
    
    1,151
    
    
    
    
    
    
    
    
    
    
    $
    1,151Conversion feature of
long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,029
    
    
    
    
    
    
    
    28,029$
    390,550
    
    
    $
    99,126
    
    
    $
    290,472
    
    
    $
    952
    
    
    $
    335,218
    
    
    $
    141,773
    
    
    $
    192,294
    
    
    $
    1,151Liabilities:Conversion feature of
short-term debt
    
    $
    6,375
    
    
    
    
    
    
    $
    6,375Warrant liability
    
    
    20,624
    
    
    
    
    
    
    
    20,624
    
    
    
    
    
    
    $
    23,068
    
    
    
    
    
    
    $
    23,068$
    26,999
    
    
    
    
    
    
    $
    26,999
    
    
    
    
    
    
    $
    23,068
    
    
    
    
    
    
    $
    23,068
   Fiscal Year EndedJanuary 29, 2011
    
    
    January 30, 2010Short-term
    
    
    Long-term
    
    
    Short-term
    
    
    Long-terminvestments
    
    
    investments
    
    
    investments
    
    
    investmentsCarrying value at the beginning of the period
    
    $
    
    
    
    $
    1,151
    
    
    $
    1,845
    
    
    $
    1,266Maturities and salesPurchase of equity investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,151Return of capital from equity investment
    
    
    
    
    
    
    (199
    )Transfer out of level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,266
    )Transfers between short-term and long-term
investments
    
    
    
    
    
    
    
    
    
    
    (1,845
    )
    
    
    1,845Reclassification of unrealized losses on
available-for-sale securities to an
other-than-temporary impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    655Other-than-temporary impairment included in
earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,500
    )Carrying value at the end of the period
    
    $
    
    
    
    $
    952
    
    
    $
    
    
    
    $
    1,151
  F-31




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##### Table of Contents



January 29,
    
    
    January 30,Balance Sheet Location
    
    2011
    
    
    2010Warrants
    
    Warrant liability
    
    $
    (20,624
    )
    
    $
    (23,068
    )Conversion feature of short-term debt
    
    Conversion feature of short-term debt
    
    
    (6,375
    )Conversion feature of long-term debt
    
    Conversion feature of long-term debt
    
    
    
    
    
    
    28,029Total
    
    
    
    $
    (26,999
    )
    
    $
    4,961
  Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Warrants
    
    $
    (14,609
    )
    
    $
    (16,768
    )
    
    $
    35,921Conversion feature of long-term debt
    
    
    (34,405
    )
    
    
    (49,731
    )
    
    
    49,314(Expense) income related to the
change in fair value of derivative
instruments
    
    $
    (49,014
    )
    
    $
    (66,499
    )
    
    $
    85,235
 9. EARNINGS PER SHARE
  Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Net income (loss) from continuing operations attributable
to Retail Ventures, Inc. common shareholders for basic
earnings per share
    
    $
    11,166
    
    
    $
    (85,971
    )
    
    $
    99,220Less gain in fair value of Term Loan and Conversion Warrants
    
    
    
    
    
    
    
    
    
    
    (35,921
    )Net income (loss) from continuing operations attributable
to Retail Ventures, Inc. common shareholders for diluted
earnings per share
    
    $
    11,166
    
    
    $
    (85,971
    )
    
    $
    63,299
  F-32




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##### Table of Contents



Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Net income (loss) attributable to Retail Ventures, Inc.
common shareholders for basic earnings per share
    
    $
    17,794
    
    
    $
    (26,091
    )
    
    $
    50,841Less gain in fair value of Term Loan and Conversion Warrants
    
    
    
    
    
    
    
    
    
    
    (35,921
    )Net income (loss) attributable to Retail Ventures, Inc.
common shareholders for diluted earnings per share
    
    $
    17,794
    
    
    $
    (26,091
    )
    
    $
    14,920
 Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Weighted average shares outstanding
    
    
    49,284
    
    
    
    48,878
    
    
    
    48,669Assumed exercise of dilutive stock appreciation rights
    
    
    20
    
    
    
    
    
    
    
    6Assumed exercise of dilutive stock options
    
    
    297
    
    
    
    
    
    
    
    144Assumed exercise of dilutive Term Loan and Conversion Warrants
    
    
    
    
    
    
    
    
    
    
    707Number of shares for computation of dilutive earnings per share
    
    
    49,601
    
    
    
    48,878
    
    
    
    49,526
 Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Dilutive earnings
(loss) per share
from continuing
operations
attributable to
Retail Ventures,
Inc. common
shareholders
    
    $
    0.23
    
    
    $
    (1.76
    )
    
    $
    1.28Dilutive earnings
(loss) per share
attributable to
Retail Ventures,
Inc. common
shareholders
    
    $
    0.36
    
    
    $
    (0.53
    )
    
    $
    0.30
  Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009VCHI warrants
    
    
    
    
    
    
    
    
    
    
    150Stock options
    
    
    149
    
    
    
    187
    
    
    
    974SARs
    
    
    120
    
    
    
    124
    
    
    
    445Total of all potentially dilutive instruments
    
    
    269
    
    
    
    311
    
    
    
    1,569
 10. PENSION BENEFIT PLANS
   F-33




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##### Table of Contents



January 29,
    
    
    January 30,2011
    
    
    2010Change in projected benefit obligation:Projected benefit obligation at beginning of year
    
    $
    17,673
    
    
    $
    16,341Interest cost
    
    
    990
    
    
    
    974Benefits paid
    
    
    (912
    )
    
    
    (752
    )Actuarial loss
    
    
    949
    
    
    
    1,110Projected benefit obligation at end of year
    
    $
    18,700
    
    
    $
    17,673Accumulated benefit obligation at end of year
    
    $
    18,700
    
    
    $
    17,673Change in plan assets:Fair market value at beginning of year
    
    $
    12,359
    
    
    $
    11,548Actuarial gain on plan assets
    
    
    1,735
    
    
    
    1,688Employer contributions
    
    
    500Benefits paid
    
    
    (912
    )
    
    
    (752
    )Other
    
    
    (163
    )
    
    
    (124
    )Fair market value at end of year
    
    $
    13,519
    
    
    $
    12,360
   Fiscal Year
    
    Amount2011
    
    $
    8682012
    
    
    9012013
    
    
    9222014
    
    
    9552015
    
    
    1,0352016 - 2021
    
    
    5,758
  January 29,
    
    
    January 30,2011
    
    
    2010Other non current liabilities
    
    $
    (5,182
    )
    
    $
    (5,313
    )Accumulated other comprehensive loss
    
    $
    (5,842
    )
    
    $
    (6,942
    )
   F-34




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##### Table of Contents



Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Interest cost
    
    $
    990
    
    
    $
    974
    
    
    $
    935Expected return on plan assets
    
    
    (848
    )
    
    
    (755
    )
    
    
    (1,125
    )Amortization of transition asset
    
    
    (35
    )
    
    
    (38
    )
    
    
    (38
    )Amortization of net loss
    
    
    291
    
    
    
    570
    
    
    
    442Net periodic benefit cost
    
    $
    398
    
    
    $
    751
    
    
    $
    214
  Remaining unrecognized benefit obligation existing at transition
Unrecognized net loss
    
    $
    296Total
    
    $
    296
  Fiscal Year EndedJanuary 29,
    
    
    January 30,2011
    
    
    2010Discount rate
    
    
    5.5
    %
    
    
    5.8
    %Expected long-term rate of return
    
    
    7.0
    %
    
    
    7.0
    %
  Equity securities
    
    
    45-65
    %Fixed securities
    
    
    35-55
    %
  Fiscal Year EndedJanuary 29,
    
    
    January 30,2011
    
    
    2010Equity securities
    
    
    54.4
    %
    
    
    53.5
    %Fixed securities
    
    
    44.9
    %
    
    
    46.0
    %Other
    
    
    0.7
    %
    
    
    0.5
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
  
    
    Level 1 inputs are unadjusted quoted prices in active markets for identical assets or
liabilities that are publicly accessible. Active markets have frequent transactions with
enough volume to provide ongoing pricing information.
 
    
    Level 2 inputs are other than level 1 inputs that are directly or indirectly observable.
These can include unadjusted quoted prices for similar assets or liabilities in active
markets, unadjusted quoted prices for identical assets or liabilities in inactive markets,
or other observable inputs.
 
    
    Level 3 inputs are unobservable inputs.
  F-35




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##### Table of Contents



Fiscal Year EndedJanuary 29, 2011
    
    
    January 30, 2010Total
    
    
    Level 1
    
    
    Level 2
    
    
    Total
    
    
    Level 1
    
    
    Level 2Assets:Cash and equivalents
    
    $
    94
    
    
    $
    94
    
    
    
    
    
    
    $
    64
    
    
    $
    64Fixed income
    
    
    6,071
    
    
    
    
    
    
    $
    6,071
    
    
    
    5,679
    
    
    
    
    
    
    $
    5,679Large cap funds
    
    
    6,017
    
    
    
    
    
    
    
    6,017
    
    
    
    5,339
    
    
    
    
    
    
    
    5,339Small and mid cap funds
    
    
    1,337
    
    
    
    
    
    
    
    1,337
    
    
    
    1,278
    
    
    
    
    
    
    
    1,278Fair market value at end of year
    
    $
    13,519
    
    
    $
    94
    
    
    $
    13,425
    
    
    $
    12,360
    
    
    $
    64
    
    
    $
    12,296
 11. OTHER BENEFIT PLANS
  12. WARRANTS
 Warrants
 Derivatives and Hedging
  Derivatives and Hedging
  F-36




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##### Table of Contents



Term WarrantsJanuary 29,
    
    
    January 30,2011
    
    
    2010Assumptions:Risk-free interest rate
    
    
    0.5
    %
    
    
    0.8
    %Expected volatility of Common Shares
    
    
    49.4
    %
    
    
    123.0
    %Expected option term
    
    1.4 years
    
    
    2.4 yearsExpected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
 13. COMMITMENTS AND CONTINGENCIES
   Guarantees and Liabilities related to Discontinued Operations
  Value City
    F-37




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##### Table of Contents



Filenes Basement
  Contractual Obligations
  14. INCOME TAXES
  Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Current:Federal
    
    $
    49,446
    
    
    $
    41,924
    
    
    $
    16,178State and local
    
    
    8,507
    
    
    
    6,935
    
    
    
    (1,231
    )Total current tax expense
    
    
    57,953
    
    
    
    48,859
    
    
    
    14,947Deferred:Federal
    
    
    (3,226
    )
    
    
    (30,531
    )
    
    
    3,779State and local
    
    
    5,246
    
    
    
    (6,273
    )
    
    
    (1,840
    )Total deferred tax expense (benefit)
    
    
    2,020
    
    
    
    (36,804
    )
    
    
    1,939Income tax expense
    
    $
    59,973
    
    
    $
    12,055
    
    
    $
    16,886
  F-38




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##### Table of Contents



Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Income tax (benefit) expense at federal statutory rate of 35%
    
    $
    39,128
    
    
    $
    (18,744
    )
    
    $
    43,978Warrant liability marked to market
    
    
    5,113
    
    
    
    5,872
    
    
    
    (12,572
    )Jobs credit
    
    
    (147
    )
    
    
    (175
    )
    
    
    (198
    )State and local taxes, net
    
    
    11,269
    
    
    
    (1,519
    )
    
    
    273Tax exempt interest
    
    
    (294
    )
    
    
    (495
    )
    
    
    (550
    )Valuation allowance
    
    
    (804
    )
    
    
    20,793
    
    
    
    (16,034
    )Uncertain tax positions
    
    
    207
    
    
    
    601
    
    
    
    56Provision to return adjustments
    
    
    (640
    )
    
    
    (1,490
    )
    
    
    (2,359
    )Change in subsidiary basis
    
    
    2,409
    
    
    
    4,844
    
    
    
    3,644Other
    
    
    3,732
    
    
    
    2,368
    
    
    
    648Income tax expense
    
    $
    59,973
    
    
    $
    12,055
    
    
    $
    16,886
  F-39




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##### Table of Contents



January 29,
    
    
    January 30,2011
    
    
    2010Deferred tax assets:Basis differences in inventory
    
    $
    5,917
    
    
    $
    5,314Construction and tenant allowances
    
    
    3,741
    
    
    
    4,178Stock compensation
    
    
    7,877
    
    
    
    7,536State net operating loss & credits
    
    
    20,335
    
    
    
    24,449Federal net operating loss
    
    
    128,300
    
    
    
    111,498Federal tax credit
    
    
    15,565
    
    
    
    14,886Capital loss carryforward
    
    
    785
    
    
    
    16,017Benefit from unrecognized tax position
    
    
    2,129
    
    
    
    8,273Guarantees  Value City
    
    
    164
    
    
    
    1,110Workers compensation
    
    
    1,093
    
    
    
    880Accrued expenses
    
    
    7,882
    
    
    
    5,865Accrued rent
    
    
    12,938
    
    
    
    13,358PIES
    
    
    18,601
    
    
    
    525Unredeemed gift cards
    
    
    1,387
    
    
    
    1,749Bad debt reserve
    
    
    279
    
    
    
    1,774Other
    
    
    5,465
    
    
    
    5,933Total deferred tax assets
    
    
    232,458
    
    
    
    223,345Less: Valuation allowance
    
    
    (89,406
    )
    
    
    (91,790
    )143,052
    
    
    
    131,555Deferred tax liabilities:Basis in subsidiary
    
    
    (87,391
    )
    
    
    (84,981
    )Basis differences in property and equipment
    
    
    (27,439
    )
    
    
    (9,138
    )Prepaid expenses
    
    
    (2,987
    )
    
    
    (4,215
    )Other
    
    
    (1,800
    )
    
    
    (645
    )Total deferred tax liabilities
    
    
    (119,617
    )
    
    
    (98,979
    )Total net
    
    $
    23,435
    
    
    $
    32,576
  January 29,
    
    
    January 30,2011
    
    
    2010Current deferred tax asset
    
    $
    49,354
    
    
    $
    29,560Non current deferred tax asset
    
    
    
    
    
    
    5,657Non current deferred tax liability
    
    
    (25,919
    )
    
    
    (2,641
    )Net deferred tax asset
    
    $
    23,435
    
    
    $
    32,576
   F-40




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##### Table of Contents



Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Beginning Balance
    
    $
    9,039
    
    
    $
    1,277
    
    
    $
    3,028(Decreases)  Tax Positions taken in the prior period
    
    
    (7,666
    )
    
    
    (208
    )
    
    
    (1,760
    )Increases  Tax positions taken in the current period
    
    
    1,526
    
    
    
    7,970
    
    
    
    9Ending Balance
    
    $
    2,899
    
    
    $
    9,039
    
    
    $
    1,277
   15. SEGMENT REPORTING
    Category
    
    Fiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2008Womens
    
    
    66
    %
    
    
    66
    %
    
    
    66
    %Mens
    
    
    15
    %
    
    
    15
    %
    
    
    15
    %Athletic
    
    
    13
    %
    
    
    13
    %
    
    
    14
    %Accessories and Other
    
    
    6
    %
    
    
    6
    %
    
    
    5
    %
  F-41




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##### Table of Contents



TotalIntersegment
    
    
    ContinuingAs of and for the Year ended January 29, 2011
    
    DSW
    
    
    Corporate
    
    
    Eliminations
    
    
    OperationsNet sales
    
    $
    1,822,376
    
    
    
    
    
    
    
    
    
    
    $
    1,822,376Operating profit (loss)
    
    
    173,583
    
    
    $
    (53,023
    )
    
    
    
    
    
    
    120,560Depreciation and amortization
    
    
    47,825
    
    
    
    437
    
    
    
    
    
    
    
    48,262Interest expense
    
    
    1,036
    
    
    
    12,470
    
    
    
    
    
    
    
    13,506Interest income
    
    
    3,232
    
    
    
    7
    
    
    
    
    
    
    
    3,239Income tax (expense) benefit
    
    
    (69,655
    )
    
    
    9,682
    
    
    
    
    
    
    
    (59,973
    )Capital expenditures
    
    
    52,298
    
    
    
    
    
    
    
    
    
    
    
    52,298Total assets
    
    
    1,008,897
    
    
    
    32,580
    
    
    
    
    
    
    
    1,041,477
 TotalIntersegment
    
    
    ContinuingAs of and for the Year ended January 30, 2010
    
    DSW
    
    
    Corporate
    
    
    Eliminations
    
    
    OperationsNet sales
    
    $
    1,602,605
    
    
    
    
    
    
    
    
    
    
    $
    1,602,605Operating profit (loss)
    
    
    93,455
    
    
    $
    (133,299
    )
    
    
    
    
    
    
    (39,844
    )Depreciation and amortization
    
    
    46,260
    
    
    
    478
    
    
    
    
    
    
    
    46,738Interest expense
    
    
    1,414
    
    
    
    12,218
    
    
    
    
    
    
    
    13,632Interest income
    
    
    2,217
    
    
    
    71
    
    
    
    
    
    
    
    2,288Income tax (expense) benefit
    
    
    (37,150
    )
    
    
    25,095
    
    
    
    
    
    
    
    (12,055
    )Capital expenditures
    
    
    21,785
    
    
    
    
    
    
    
    
    
    
    
    21,785Total assets
    
    
    850,756
    
    
    
    52,709
    
    
    
    
    
    
    
    903,465
 TotalIntersegment
    
    
    ContinuingAs of and for the Year ended January 31, 2009
    
    DSW
    
    
    Corporate
    
    
    Eliminations
    
    
    OperationsNet sales
    
    $
    1,462,944
    
    
    
    
    
    
    
    
    
    
    $
    1,462,944Operating profit
    
    
    42,813
    
    
    $
    85,235
    
    
    
    
    
    
    
    128,048Depreciation and amortization
    
    
    36,336
    
    
    
    2,130
    
    
    
    
    
    
    
    38,466Interest expense
    
    
    794
    
    
    
    12,809
    
    
    
    
    
    
    
    13,603Interest income
    
    
    3,400
    
    
    
    7,869
    
    
    
    
    
    
    
    11,269Income tax (expense) benefit
    
    
    (17,383
    )
    
    
    497
    
    
    
    
    
    
    
    (16,886
    )Capital expenditures
    
    
    80,974
    
    
    
    20
    
    
    
    (2,336
    )
    
    
    78,658
  F-42




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##### Table of Contents



16. QUARTERLY FINANCIAL DATA
 (UNAUDITED)
  Thirteen weeks endedMay 1,
    
    
    July 31,
    
    
    October 30,
    
    
    January 29,Year ended January 29, 2011
    
    2010
    
    
    2010
    
    
    2010
    
    
    2011Net sales
    
    $
    449,537
    
    
    $
    415,120
    
    
    $
    489,269
    
    
    $
    468,450Cost of sales (exclusive of depreciation included below
in selling, general and administrative expenses)
    
    
    (241,542
    )
    
    
    (227,599
    )
    
    
    (268,485
    )
    
    
    (272,482
    )Selling, general and administrative expenses
    
    
    (159,575
    )
    
    
    (148,489
    )
    
    
    (171,883
    )
    
    
    (162,747
    )Change in fair value of derivative instruments
    
    
    (31,335
    )
    
    
    17,173
    
    
    
    (31,681
    )
    
    
    (3,171
    )Operating profit
    
    
    17,085
    
    
    
    56,205
    
    
    
    17,220
    
    
    
    30,050Interest expense
    
    
    (3,377
    )
    
    
    (3,320
    )
    
    
    (3,335
    )
    
    
    (3,474
    )Interest income
    
    
    1,038
    
    
    
    375
    
    
    
    1,258
    
    
    
    568Interest expense, net
    
    
    (2,339
    )
    
    
    (2,945
    )
    
    
    (2,077
    )
    
    
    (2,906
    )Non-operating income
    
    
    
    
    
    
    
    
    
    
    1,500Income from continuing operations before income taxes
    
    
    14,746
    
    
    
    53,260
    
    
    
    16,643
    
    
    
    27,144Income tax expense
    
    
    (12,176
    )
    
    
    (17,630
    )
    
    
    (8,726
    )
    
    
    (21,441
    )Income from continuing operations
    
    
    2,570
    
    
    
    35,630
    
    
    
    7,917
    
    
    
    5,703(Loss) income from discontinued operations, net of tax  Value City
    
    
    
    
    
    
    (35
    )
    
    
    2,187
    
    
    
    581Income from discontinued operations, net of tax 
Filenes Basement
    
    
    2,843
    
    
    
    162
    
    
    
    4
    
    
    
    886Total income from discontinued operations, net of tax
    
    
    2,843
    
    
    
    127
    
    
    
    2,191
    
    
    
    1,467Net income
    
    
    5,413
    
    
    
    35,757
    
    
    
    10,108
    
    
    
    7,170Less: net income attributable to the noncontrolling interests
    
    
    (11,363
    )
    
    
    (8,851
    )
    
    
    (13,428
    )
    
    
    (7,012
    )Net (loss) income attributable to Retail Ventures, Inc.
    
    $
    (5,950
    )
    
    $
    26,906
    
    
    $
    (3,320
    )
    
    $
    158Basic and diluted (loss) earnings per share(1):Basic (loss) earnings per share from continuing
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    (0.18
    )
    
    $
    0.55
    
    
    $
    (0.11
    )
    
    $
    (0.03
    )Diluted (loss) earnings per share from continuing
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    (0.18
    )
    
    $
    0.43
    
    
    $
    (0.11
    )
    
    $
    (0.03
    )Basic earnings per share from discontinued operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.04
    
    
    $
    0.03Diluted earnings per share from discontinued operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.04
    
    
    $
    0.03Basic (loss) earnings per share attributable to Retail
Ventures, Inc. common shareholders
    
    $
    (0.12
    )
    
    $
    0.55
    
    
    $
    (0.07
    )
    
    $
    0.00Diluted (loss) earnings per share attributable to Retail
Ventures, Inc. common shareholders
    
    $
    (0.12
    )
    
    $
    0.44
    
    
    $
    (0.07
    )
    
    $
    0.00
 (1)
    
    (Loss) earnings per share calculations for each quarter are based on the applicable weighted average shares outstanding for
each period and may not necessarily be equal to the full year per share amount  F-43




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##### Table of Contents



Thirteen weeks endedMay 2,
    
    
    August 1,
    
    
    October 31,
    
    
    January 30,Year ended January 30, 2010
    
    2009
    
    
    2009
    
    
    2009
    
    
    2010Net sales
    
    $
    385,846
    
    
    $
    369,490
    
    
    $
    444,621
    
    
    $
    402,648Cost of sales (exclusive of depreciation included below
in selling, general and administrative expenses)
    
    
    (217,600
    )
    
    
    (210,267
    )
    
    
    (238,549
    )
    
    
    (224,049
    )Selling, general and administrative expenses
    
    
    (214,988
    )
    
    
    (151,290
    )
    
    
    (164,862
    )
    
    
    (154,345
    )Change in fair value of derivative instruments
    
    
    (1,388
    )
    
    
    (8,689
    )
    
    
    (30,701
    )
    
    
    (25,721
    )Operating (loss) profit
    
    
    (48,130
    )
    
    
    (756
    )
    
    
    10,509
    
    
    
    (1,467
    )Interest expense
    
    
    (3,215
    )
    
    
    (3,227
    )
    
    
    (3,236
    )
    
    
    (3,954
    )Interest income
    
    
    471
    
    
    
    794
    
    
    
    626
    
    
    
    397Interest expense, net
    
    
    (2,744
    )
    
    
    (2,433
    )
    
    
    (2,610
    )
    
    
    (3,557
    )Non-operating (expense) income
    
    
    (395
    )
    
    
    528
    
    
    
    (754
    )
    
    
    (1,746
    )(Loss) income from continuing operations before income
taxes
    
    
    (51,269
    )
    
    
    (2,661
    )
    
    
    7,145
    
    
    
    (6,770
    )Income tax (expense) benefit
    
    
    (665
    )
    
    
    (1,763
    )
    
    
    (11,079
    )
    
    
    1,452Loss from continuing operations
    
    
    (51,934
    )
    
    
    (4,424
    )
    
    
    (3,934
    )
    
    
    (5,318
    )(Loss) income from discontinued operations, net of tax 
Value City
    
    
    (43
    )
    
    
    624
    
    
    
    (498
    )
    
    
    9,430Income from discontinued operations, net of tax 
Filenes Basement
    
    
    21,670
    
    
    
    22,708
    
    
    
    203
    
    
    
    5,786Total income (loss) from discontinued operations, net of
tax
    
    
    21,627
    
    
    
    23,332
    
    
    
    (295
    )
    
    
    15,216Net (loss) income
    
    
    (30,307
    )
    
    
    18,908
    
    
    
    (4,229
    )
    
    
    9,898Less: net income attributable to the noncontrolling
interests
    
    
    (2,649
    )
    
    
    (2,810
    )
    
    
    (9,900
    )
    
    
    (5,002
    )Net (loss) income attributable to Retail Ventures, Inc.
    
    $
    (32,956
    )
    
    $
    16,098
    
    
    $
    (14,129
    )
    
    $
    4,896Basic and diluted (loss) earnings per share(1):Basic loss per share from continuing operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    (1.12
    )
    
    $
    (0.15
    )
    
    $
    (0.28
    )
    
    $
    (0.21
    )Diluted loss per share from continuing operations
attributable to Retail Ventures, Inc. common shareholders
    
    $
    (1.12
    )
    
    $
    (0.15
    )
    
    $
    (0.28
    )
    
    $
    (0.21
    )Basic earnings (loss) per share from discontinued
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    0.44
    
    
    $
    0.48
    
    
    $
    (0.01
    )
    
    $
    0.31Diluted earnings (loss) per share from discontinued
operations attributable to Retail Ventures, Inc. common
shareholders
    
    $
    0.44
    
    
    $
    0.48
    
    
    $
    (0.01
    )
    
    $
    0.31Basic (loss) earnings per share attributable to Retail
Ventures, Inc. common shareholders
    
    $
    (0.68
    )
    
    $
    0.33
    
    
    $
    (0.29
    )
    
    $
    0.10Diluted (loss) earnings per share attributable to Retail
Ventures, Inc. common shareholders
    
    $
    (0.68
    )
    
    $
    0.33
    
    
    $
    (0.29
    )
    
    $
    0.10
 (1)
    
    (Loss) earnings per share calculations for each quarter are based on the applicable weighted average shares outstanding for
each period and may not necessarily be equal to the full year per share amount  F-44




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##### Table of Contents



17. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 (in thousands)
 Fiscal Year EndedJanuary 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Cash paid during the period for:Interest
    
    $
    9,523
    
    
    $
    9,523
    
    
    $
    9,358Income taxes
    
    $
    82,098
    
    
    $
    30,168
    
    
    $
    12,804Noncash investing and operating activities:Balance of accounts payable and accrued expenses
due to property and equipment purchases
    
    $
    7,522
    
    
    $
    1,962
    
    
    $
    3,282(Adjustment) capital contribution to subsidiary
    
    $
    (896
    )
    
    $
    4,670
    
    
    $
    787Amortization of investment discounts and premiums
    
    $
    3,035Exercise of warrants
    
    $
    17,053
 18. SUBSEQUENT EVENTS
 Merger Agreement
       
    
    adoption of the Merger Agreement and the Merger by (i) the holders of a majority of
the outstanding DSW Class A Common Shares and Class B Common Shares, voting together as
a class, (ii) the holders of a majority of the unaffiliated DSW Class A Common Shares
(i.e., those holders other than RVI, Schottenstein Stores Corporation (SSC), which
controls a majority of the voting power of RVI, and their respective affiliates), voting
together as a class, and (iii) the holders of a majority of outstanding RVI Common
Shares;
  F-45




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##### Table of Contents




    
    adoption of amended and restated articles of incorporation of DSW, which will amend
the current articles of incorporation to allow holders of Class B Common Shares to
convert such shares into Class A Common Shares, among other amendments, by (i) the
holders of a majority of the DSW Class A Common Shares and DSW Class B Common Shares,
voting together as a class, and (ii) the holders of a majority of the DSW Class A Common
Shares, voting as a separate class; and
 
    
    approval of the issuance of DSW Class A Common Shares and Class B Common Shares to
RVI shareholders by the holders of a majority of the DSW Class A Common Shares and DSW
Class B Common Shares, voting together as a class.
  Business Combinations Consolidation
 Litigation Relating to the Proposed Merger
  Loan Agreement
    F-46




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##### Table of Contents



Rights Agreement
       F-47




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##### Table of Contents



F-48




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##### Table of Contents



SCHEDULE I
 RETAIL VENTURES, INC. (Parent Company Only)
 
 CONDENSED BALANCE SHEETS
 January 29, 2011 and January 30, 2010
 (in thousands)
 January 29,
    
    
    January 30,2011
    
    
    2010ASSETSCash and equivalents
    
    $
    5,509
    
    
    $
    16,753Accounts receivable, net
    
    
    673
    
    
    
    1,102Accounts receivable from related parties
    
    
    31
    
    
    
    1,049Prepaid expenses and other current assets
    
    
    955
    
    
    
    1,715Deferred income taxes
    
    
    18,818Other
    
    
    
    
    
    
    431Total current assets
    
    
    25,986
    
    
    
    21,050Property and equipment, net
    
    
    1,951
    
    
    
    2,388Investment in subsidiary
    
    
    397,076
    
    
    
    327,460Conversion feature of long-term debt
    
    
    
    
    
    
    28,029Other assets
    
    
    4,673
    
    
    
    2,259Total assets
    
    $
    429,686
    
    
    $
    381,186
  S-1




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##### Table of Contents



SCHEDULE I
 RETAIL VENTURES, INC. (Parent Company Only)
CONDENSED BALANCE SHEETS (Continued)
January 29, 2011 and January 30, 2010
(in thousands)
 January 29,
    
    
    January 30,2011
    
    
    2010LIABILITIES AND SHAREHOLDERS EQUITYAccounts payable
    
    $
    559
    
    
    $
    973Accounts payable to related parties
    
    
    26
    
    
    
    761Accrued expenses:Guarantees from discontinued operations (a)
    
    
    452
    
    
    
    2,800Other
    
    
    8,654
    
    
    
    6,515Conversion feature of short-term debt
    
    
    6,375Warrant liability
    
    
    20,624
    
    
    
    23,068Current maturities of long-term debt(b)
    
    
    132,132Total current liabilities
    
    
    168,822
    
    
    
    34,117Long-term obligations, net of current maturities (b)
    
    
    
    
    
    
    129,757Other non current liabilities (c)
    
    
    8,592
    
    
    
    8,802Deferred income taxes
    
    
    7,091
    
    
    
    2,641Commitments and contingenciesShareholders equity:Common Shares, without par value; 160,000,000 authorized;
issued and outstanding, including 7,551 treasury shares,
50,282,402 and 48,964,530 outstanding, respectively
    
    
    330,022
    
    
    
    313,147Accumulated deficit
    
    
    (78,940
    )
    
    
    (100,277
    )Treasury shares, at cost, 7,551 shares
    
    
    (59
    )
    
    
    (59
    )Accumulated other comprehensive loss
    
    
    (5,842
    )
    
    
    (6,942
    )Total shareholders equity
    
    
    245,181
    
    
    
    205,869Total liabilities and shareholders equity
    
    $
    429,686
    
    
    $
    381,186
 (a)
    
    RVI completed the disposition of an 81% ownership interest in its Value City business segment
on January 23, 2008, and on April 21, 2009, RVI disposed of its Filenes Basement operations.
As of January 29, 2011, RVI had recorded a current liability of $0.3 million for guarantees
related to Value City and $0.2 million for the guarantees of Filenes Basement. As of January
30, 2010, RVI had recorded a current liability of $2.4 million for guarantees related to Value
City and $0.4 million for the guarantees of Filenes Basement. See (c) below and Note 13 of
Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.(b)
    
    See Note 7 of Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.(c)
    
    Includes, as of January 29, 2011, an estimated maximum potential liability of $0.6 million,
of which $0.5 million is classified as short-term, for the guarantees of Value City and
Filenes Basement commitments including, but not limited to: approximately $0.1 million for
the guarantee of certain workers compensation claims for events prior to the disposition date,
$0.2 million for lease obligations and other amounts totaling $0.3 million. Includes, as of
January 30, 2010, an estimated maximum potential liability of $3.3 million, of which $2.8
million is classified as short-term, for the guarantees of Value City and Filenes Basement
commitments including, but not limited to: $0.5 million for the guarantee of certain workers
compensation claims for events prior to the disposition date, $0.4 million for lease
obligations and other amounts totaling $2.4 million.  S-2




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##### Table of Contents



SCHEDULE I
 RETAIL VENTURES, INC. (Parent Company Only)
 
 CONDENSED STATEMENTS OF OPERATIONS
 Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
 (in thousands)
 January 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Selling, general and administrative expenses(a)
    
    $
    (4,009
    )
    
    $
    (66,800
    )Change in fair value of derivative instruments
    
    
    (49,014
    )
    
    
    (66,499
    )
    
    $
    85,235Operating (loss) profit
    
    
    (53,023
    )
    
    
    (133,299
    )
    
    
    85,235Interest expense
    
    
    (12,470
    )
    
    
    (12,218
    )
    
    
    (12,809
    )Interest income
    
    
    7
    
    
    
    71
    
    
    
    7,869Interest (expense), net
    
    
    (12,463
    )
    
    
    (12,147
    )
    
    
    (4,940
    )Non-operating income, net
    
    
    
    
    
    
    
    
    
    
    1,486(Loss) income from continuing operations before income taxes
    
    
    (65,486
    )
    
    
    (145,446
    )
    
    
    81,781Income tax benefit
    
    
    9,682
    
    
    
    25,095
    
    
    
    497Equity in earnings of subsidiary, net of tax
    
    
    66,970
    
    
    
    34,380
    
    
    
    16,942Income (loss) from continuing operations
    
    
    11,166
    
    
    
    (85,971
    )
    
    
    99,220Income (loss) from discontinued operations, net of tax
    
    
    6,628
    
    
    
    59,880
    
    
    
    (48,379
    )Net income (loss)
    
    $
    17,794
    
    
    $
    (26,091
    )
    
    $
    50,841
 (a)
    
    Includes other operating income of $3.7 million and less than $0.1 million in fiscal 2010 and
fiscal 2009, respectively.
There was no other operating income in fiscal 2008 attributable to Retail Ventures Inc.  S-3




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##### Table of Contents



SCHEDULE I
 RETAIL VENTURES, INC. (Parent Company Only)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
 (in thousands)
 January 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    17,794
    
    
    $
    (26,091
    )
    
    $
    50,841Less: (Income) loss from discontinued operations, net of tax
    
    
    (6,628
    )
    
    
    (59,880
    )
    
    
    48,379Income (loss) before discontinued operations
    
    
    11,166
    
    
    
    (85,971
    )
    
    
    99,220Adjustments to reconcile net income (loss) to net cash used in
operating activities:Amortization of debt issuance costs and discount on debt
    
    
    3,606
    
    
    
    3,412
    
    
    
    3,251Stock based compensation expense
    
    
    (495
    )
    
    
    997
    
    
    
    1,407Restricted shares granted
    
    
    568Capital transactions of subsidiary
    
    
    3,543
    
    
    
    2,744
    
    
    
    2,806Depreciation and amortization
    
    
    437
    
    
    
    478
    
    
    
    2,130Change in fair value of derivative instruments  related party
($12,956, $6,910 and ($30,009))
    
    
    49,014
    
    
    
    66,499
    
    
    
    (85,235
    )Gain on the repurchase of the Premium Income Exchangeable Securities
    
    
    
    
    
    
    
    
    
    
    (1,486
    )Deferred income taxes and other non current liabilities
    
    
    (14,147
    )
    
    
    (23,217
    )
    
    
    3,296Loss on disposal of assets
    
    
    
    
    
    
    121
    
    
    
    559Impairment charges on receivables from Filenes Basement
    
    
    
    
    
    
    57,884Other
    
    
    202
    
    
    
    5,217
    
    
    
    (655
    )Equity in earnings of subsidiary, net of tax
    
    
    (66,970
    )
    
    
    (34,380
    )
    
    
    (16,942
    )Change in working capital, assets and liabilities:Accounts receivable
    
    
    1,447
    
    
    
    1,693
    
    
    
    (3,679
    )Prepaid expenses and other assets
    
    
    (2,885
    )
    
    
    698
    
    
    
    438Accounts payable
    
    
    (1,149
    )
    
    
    (2,381
    )
    
    
    (492
    )Accrued expenses
    
    
    (209
    )
    
    
    (17,122
    )
    
    
    (4,754
    )Net cash used in operating activities from continuing operations
    
    
    (15,872
    )
    
    
    (23,328
    )
    
    
    (136
    )Cash flows from investing activities:Transfer of property and equipment to subsidiary
    
    
    
    
    
    
    
    
    
    
    2,540Transfer of cash from restricted cash
    
    
    
    
    
    
    10,261Transfer of cash to restricted cash
    
    
    
    
    
    
    (10,000
    )
    
    
    (4
    )Investment in subsidiary
    
    
    (2,645
    )
    
    
    (68
    )
    
    
    (2,940
    )Net cash (used in) provided by investing activities from continuing
operations
    
    
    (2,645
    )
    
    
    193
    
    
    
    (404
    )
  S-4




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##### Table of Contents



SCHEDULE I
 RETAIL VENTURES, INC. (Parent Company Only)
CONDENSED STATEMENTS OF CASH FLOWS (Continued)
Years Ended January 29, 2011, January 30, 2010 and January 31, 2009
(in thousands)
 January 29,
    
    
    January 30,
    
    
    January 31,2011
    
    
    2010
    
    
    2009Cash flows from financing activities:Payment of current maturities on long-term obligations
    
    
    
    
    
    
    (250
    )Repurchase of Premium Income Exchangeable Securities
    
    
    
    
    
    
    
    
    
    
    (5,600
    )Proceeds from exercise of stock options
    
    
    187
    
    
    
    612
    
    
    
    207Excess tax benefit related to stock options exercised
    
    
    458Net cash provided by (used in) financing activities from continuing operations
    
    
    645
    
    
    
    362
    
    
    
    (5,393
    )Cash and equivalents from discontinued operations:Operating activities
    
    
    6,628
    
    
    
    20,563
    
    
    
    (13,984
    )Investing activities
    
    
    
    
    
    
    (158
    )
    
    
    (4,014
    )Financing activities
    
    
    
    
    
    
    (25,181
    )
    
    
    17,083Net increase (decrease) in cash and equivalents from
discontinued operations
    
    
    6,628
    
    
    
    (4,776
    )
    
    
    (915
    )Net decrease in cash and equivalents from continuing operations
    
    
    (17,872
    )
    
    
    (22,773
    )
    
    
    (5,933
    )Cash and equivalents, beginning of period
    
    
    16,753
    
    
    
    44,302
    
    
    
    51,150Cash and equivalents, end of period
    
    
    5,509
    
    
    
    16,753
    
    
    
    44,302
  S-5




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INDEX TO EXHIBITS
 ExhibitNo.
    
    Description2.1
    
    
    Agreement and Plan of Merger among Value City Department Stores,
Inc., Retail Ventures, Inc. (the Company) and Value City Merger
Sub, Inc., effective as of October 8, 2003. Incorporated by
reference to Exhibit 2 to Form 8-K (file no. 1-10767) filed on
October 8, 2003.2.2
    
    
    Purchase Agreement, dated as of January 23, 2008, by and between
Retail Ventures, Inc. and VCHI Acquisition Co. Incorporated herein
by reference to Exhibit 2.1 to Form 8-K (file no 1-10767) filed
January 24, 2008.2.3
    
    
    Purchase Agreement, dated as of April 21, 2009 by and between
Retail Ventures, Inc. and FB II Acquisition Corp. Incorporated
herein by reference to Exhibit 2.1 to Form 8-K (file no 1-10767)
filed April 27, 2009.2.4
    **
    

Agreement and Plan of Merger, dated February 8, 2011, by and among Retail Ventures, Inc., DSW Inc. and DSW MS LLC. Incorporated
herein by reference to Exhibit 2.1 to Form 8-K/A (file no.
1-10767) filed on February 25, 2011.3.1
    
    
    Amended Articles of Incorporation of the Company. Incorporated by
reference to Exhibit 3(a) to Form 8-K (file No. 1-10767) filed on
October 8, 2003.3.2
    
    
    Amended Code of Regulations of the Company. Incorporated by
reference to Exhibit 3(b) to Form 8-K (file No. 1-10767) filed on
October 8, 2003.4.1
    
    
    Amended Common Stock Purchase Warrant issued by Retail Ventures,
Inc. to Cerberus Partners, L.P. Incorporated by reference to
Exhibit 4.1 to Form 8-K (file no. 1-10767) filed October 19, 2005.4.2
    
    
    Amended Common Stock Purchase Warrant issued by Retail Ventures,
Inc. to Schottenstein Stores Corporation. Incorporated by
reference to Exhibit 4.2 to Form 8-K (file no. 1-10767) filed
October 19, 2005.4.3
    
    
    Form of Term Loan Warrant issued by Retail Ventures, Inc. to
Millennium Partners, L.P. Incorporated by reference to Exhibit 4.1
to Form 10-Q (file no. 1-10767) filed December 8, 2005.4.4
    
    
    Form of Conversion Warrant issued by Retail Ventures, Inc. issued
to Cerberus Partners, L.P. and Schottenstein Stores Corporation.
Incorporated by reference to Exhibit 4.1 to Form 8-K (file no.
1-10767) filed July 11, 2005.4.5
    
    
    Exchange Agreement, dated July 5, 2005, between Retail Ventures,
Inc. and DSW Inc. Incorporated by reference to Exhibit 10.4 to
Form 8-K (file no. 1-10767) filed July 11, 2005.4.6
    
    
    Second Amended and Restated Registration Rights Agreement, dated
July 5, 2005, among Retail Ventures, Inc., Cerberus Partners,
L.P., Schottenstein Stores Corporation and Back Bay Capital
Funding LLC. Incorporated by reference to Exhibit 4.2 to Form 8-K
(file no. 1-10767) filed July 11, 2005.4.7
    
    
    Specimen of Common Share Certificate. Incorporated by reference to
Exhibit 4.7 to Form 10-K (file no. 1-10767) filed April 13, 2006.4.8
    
    
    Indenture, dated as of August 16, 2006, by and between Retail
Ventures, Inc. and HSBC Bank USA, National Association, as
indenture trustee (Form of 6.625% Mandatorily Exchangeable Notes
Due September 15, 2011 filed as Exhibit A thereto). Incorporated
by reference to Exhibit 4.1 to Form 8-K (file no. 001-10767) filed
on August 22, 2006.4.9
    
    
    Collateral Agreement, dated as of August 16, 2006, by and between
Retail Ventures, Inc., as pledgor, and HSBC Bank USA, National
Association, as collateral agent, indenture trustee and securities
intermediary. Incorporated by reference to Exhibit 4.2 to Form 8-K
(file no. 001-10767) filed on August 22, 2006.4.10
    
    
    Form of Exchange Request by Retail Ventures, Inc. to DSW Inc.
Incorporated by reference to Exhibit 4.5 to Registration Statement
on Form S-3/A (file no. 333-134225) filed on July 17, 2006.4.11
    
    
    Pledge Agreement, dated as of August 16, 2006, made by Retail
Ventures, Inc. with and in favor of Cerberus Partners, L.P.
Incorporated by reference to Exhibit 10.4 to Form 8-K (file no.
001-10767) filed on August 22, 2006.4.12
    
    
    Pledge Agreement, dated as of August 16, 2006, made by Retail
Ventures, Inc. with and in favor of Schottenstein Stores
Corporation. Incorporated by reference to Exhibit 10.5 to Form 8-K
(file no. 001-10767) filed on August 22, 2006.4.13
    
    
    Common Stock Purchase Warrant, dated January 23, 2008, issued by
Retail Ventures, Inc. to VCHI Acquisition Co. Incorporated by
reference to Exhibit 4.13 to Form 10-K (file no. 1-10767) filed
April 25, 2008.
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##### Table of Contents



ExhibitNo.
    
    Description10.3
    
    
    Master Separation Agreement, dated July 5, 2005, between Retail
Ventures, Inc. and DSW Inc. Incorporated by reference to Exhibit
10.1 to Form 8-K (file no. 1-10767) filed July 11, 2005.10.4
    
    
    Amended and Restated Shared Services Agreement, dated as of
October 29, 2006, between Retail Ventures, Inc. and DSW Inc.
Incorporated by reference to Exhibit 10.8 to form 10-Q (file no.
1-10767) filed December 6. 2006.10.4.1
    
    
    Amendment No. 1 to Amended and Restated Shared Services Agreement
between DSW, Inc. and Retail Ventures, Inc., dated as of March
17, 2008. Incorporated by reference to Exhibit 10.2 to Form 8-K
(file no. 1-10767) filed August 28, 2008.10.5
    
    
    Tax Separation Agreement, dated July 5, 2005, among Retail
Ventures, Inc. and its affiliates and DSW Inc. and its
affiliates. Incorporated by reference to Exhibit 10.3 to Form 8-K
(file no. 1-10767) filed July 11, 2005.10.5.1
    
    
    Amendment No. 1 to Tax Separation Agreement between DSW Inc. and
Retail Ventures, Inc., dated as of March 17, 2008. Incorporated
by reference to Exhibit 10.3 to Form 8-K (file no. 1-10767) filed
August 28, 2008.10.7
    #
    
    Form of Indemnification Agreement entered into on December 22,
2005 between Retail Ventures, Inc. and each of its directors and
executive officers. Incorporated by reference to Exhibit 10.1 to
Form 8-K (file no. 1-10767) filed December 23, 200510.18
    #
    
    Form of Restricted Stock Agreement between the Company and
certain employees. Incorporated by reference to Exhibit 10.27 to
Amendment No. 1 to Form S-1 Registration Statement (file no.
33-47252) filed April 27, 1992.10.32
    
    
    Industrial Space Lease-Net, dated March 22, 2000, between 4300
East Fifth Avenue, LLC, an affiliate of SSC, as landlord, and
Shonac Corporation, as tenant, re: Building 6, Columbus
International Aircenter, Columbus, OH. Incorporated by reference
to Exhibit 10.60 to Form 10-K (file no. 1-10767) filed April 28,
2000.10.33
    
    
    Lease, dated August 30, 2002, by and between Jubilee Limited
Partnership, an affiliate of SSC, and Shonac Corporation, re:Troy, MI DSW store. Incorporated by reference to Exhibit 10.44 to
Form 10-K (file no. 1-10767) filed April 29, 2004.10.33.1
    
    
    Assignment and Assumption Agreement, dated October 23, 2002,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: Troy, MI DSW store. Incorporated by
reference to Exhibit 10.29.1 to Form 10-K/A Amendment No. 2 (file
no. 1-10767) filed May 12, 2005.10.34
    
    
    Lease, dated October 8, 2003, by and between Jubilee Limited
Partnership, an affiliate of SSC, and Shonac Corporation, re:Denton, TX DSW store. Incorporated by reference to Exhibit 10.46
to Form 10-K (file no. 1-10767) filed April 29, 2004.10.34.1
    
    
    Assignment and Assumption Agreement, dated December 18, 2003
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: Denton, TX DSW store. Incorporated by
reference to Exhibit 10.30.1 to Form 10-K/A Amendment No. 2 (file
no. 1-10767) filed May 12, 2005.10.34.2
    
    
    Lease Amendment, dated February 1, 2010 between Jubilee Limited
Partnership, an affiliate of Schottenstein Stores Corporation,
and DSW Shoe Warehouse, Inc. re: Denton, TX DSW store.
Incorporated by reference to Exhibit 10.34.2 to Form 10-K (file
no. 1-10767) filed April 14, 2010.10.35
    
    
    Lease, dated October 28, 2003, by and between JLP-RICHMOND LLC,
an affiliate of SSC, and Shonac Corporation, re: Richmond, VA DSW
store. Incorporated by reference to Exhibit 10.47 to Form 10-K
(file no. 1-10767) filed April 29, 2004.10.35.1
    
    
    Assignment and Assumption Agreement, dated December 18, 2003,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: Richmond, VA DSW store. Incorporated by
reference to Exhibit 10.31.1 to Form 10-K/A Amendment No. 2 (file
no. 1-10767) filed May 12, 2005.10.36
    #
    
    Employment Agreement, dated June 21, 2000, between James A.
McGrady and the Company. Incorporated by reference to Exhibit
10.46 (also listed as Exhibit 10.61) to Form 10-K (file no.
1-10767) filed May 4, 2001.10.36.1
    #
    
    Amendment to June 22, 2000 employment agreement between the
Company and James A. McGrady effective June 22, 2008.
Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.
1-10767) filed July 3, 2008.10.37
    #
    
    Employment Agreement, dated as of April 29, 2004, between Julia
A. Davis and the Company. Incorporated by reference to Exhibit
10.51 to Form 10-K (file no. 1-10767) filed April 29, 2004.10.47
    
    
    Sublease, dated May 2000, by and between SSC, as sublessor, and
Shonac Corporation dba DSW Shoe Warehouse, as sublessee, re: Pittsburgh, PA DSW store. Incorporated by reference to Exhibit
10.48 to Form 10-K (file no. 1-10767) filed April 14, 2005.
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##### Table of Contents



ExhibitNo.
    
    Description10.47.1
    
    
    Assignment and Assumption Agreement, dated January 8, 2001,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: 451 Clariton Boulevard, Pittsburgh, PA DSW
store. Incorporated by reference to Exhibit 10.48.1 to Form 10-K/A
Amendment No. 2 (file no. 1-10767) filed May 12, 2005.10.48
    
    
    Lease, dated May 2000, by and between Jubilee-Richmond LLC, an
affiliate of SSC, and DSW Shoe Warehouse, Inc. (as assignee of
Shonac Corporation), re: Glen Allen, VA DSW store. Incorporated by
reference to Exhibit 10.49 to Form 10-K (file no. 1-10767) filed
April 14, 2005.10.49
    
    
    Lease, dated February 28, 2001, by and between Jubilee-Springdale,
LLC, an affiliate of SSC, and Shonac Corporation dba DSW Shoe
Warehouse, re: Springdale, OH DSW store. Incorporated by reference
to Exhibit 10.50 to Form 10-K (file no. 1-10767) filed April 14,
2005.10.49.1
    
    
    Assignment and Assumption Agreement, dated May 11, 2001, between
Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as
assignee, re: Springdale, OH DSW store. Incorporated by reference
to Exhibit 10.50.1 to Form 10-K/A Amendment No. 2 (file no.
1-10767) filed May 12, 2005.10.50
    
    
    Agreement of Lease, dated 1997, between Shoppes of Beavercreek
Ltd., an affiliate of SSC, and Shonac Corporation (assignee of SSC
d/b/a Value City Furniture through Assignment of Tenants
Leasehold Interest and Amendment No. 1 to Agreement of Lease,
dated February 28, 2001), re: Beavercreek, OH DSW store.
Incorporated by reference to Exhibit 10.51 to Form 10-K (file no.
1-10767) filed April 14, 2005.10.50.1
    
    
    Assignment and Assumption Agreement, dated May 11, 2001, between
Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as
assignee, re: Beavercreek, OH DSW store. Incorporated by reference
to Exhibit 10.51.1 to Form 10-K/A Amendment No. 2 (file no.
1-10767) filed May 12, 2005.10.51
    
    
    Lease, dated February 28, 2001, by and between JLP-Chesapeake,
LLC, an affiliate of SSC, and Shonac Corporation, re: Chesapeake,
VA DSW store. Incorporated by reference to Exhibit 10.52 to Form
10-K (file no. 1-10767) filed April 14, 2005.10.51.1
    
    
    Assignment and Assumption Agreement, dated May 11, 2001, between
Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as
assignee, re: Chesapeake, VA DSW store. Incorporated by reference
to Exhibit 10.52.1 to Form 10-K/A Amendment No. 2 (file no.
1-10767) filed May 12, 2005.10.52
    
    
    Ground Lease Agreement, dated April 30, 2002, by and between
Polaris Mall, LLC, a Delaware limited liability company, and
SSC-Polaris LLC, an affiliate of SSC, as modified by Sublease
agreement, dated April 30, 2002, by and between SSC-Polaris LLC,
as sublessor, and DSW Shoe Warehouse, Inc. as sublease (assignee
of Shonac Corporation), re: Columbus, OH (Polaris) DSW store.
Incorporated by reference to Exhibit 10.53 to Form 10-K (file no.
1-10767) filed April 14, 2005.10.52.1
    
    
    Assignment and Assumption Agreement, dated August 6, 2002, between
Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as
assignee, re: Columbus, OH (Polaris) DSW store. Incorporated by
reference to Exhibit 10.53.1 to Form 10-K/A Amendment No. 2 (file
no. 1-10767) filed May 12, 2005.10.53
    
    
    Lease, dated August 30, 2002, by and between JLP-Cary LLC, an
affiliate of SSC, and Shonac Corporation, re: Cary, NC DSW store.
Incorporated by reference to Exhibit 10.54 to Form 10-K (file no.
1-10767) filed April 14, 2005.10.54
    
    
    Lease, dated August 30, 2002, by and between JLP-Madison LLC, an
affiliate of SSC, and Shonac Corporation, re: Madison, TN DSW
store. Incorporated by reference to Exhibit 10.55 to Form 10-K
(file no. 1-10767) filed April 14, 2005.10.54.1
    
    
    Assignment and Assumption Agreement, dated October 23, 2002,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: Madison, TN DSW store. Incorporated by
reference to Exhibit 10.55.1 to Form 10-K/A Amendment No. 2 (file
no. 1-10767) filed May 12, 2005.10.55
    
    
    Lease, dated July 19, 2000, by and between Jubilee Limited
Partnership, an affiliate of SSC, and Value City Department
Stores, Inc., as modified by Lease Modification Agreement, dated
November 2, 2000, re: 3704 W. Dublin-Granville Rd., Columbus, OH
DSW/Filenes combo store. Incorporated by reference to Exhibit
10.56 to Form 10-K (file no. 1-10767) filed April 14, 2005.10.55.1
    
    
    Assignment and Assumption of Lease Agreement, dated January 22,
2008, between Value City Department Stores LLC, Retail Ventures,
Inc. and Jubilee-Sawmill LLC, an affiliate of SSC, re: 3704 W.
Dublin-Granville Rd., Columbus, OH DSW/Filenes combo store.
Incorporated by reference to Exhibit 10.55.1 to Form 10-K (file
no. 1-10767) filed April 25, 2008.
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##### Table of Contents



ExhibitNo.
    
    Description10.57
    
    
    Lease, dated September 24, 2004, by and between K&S Maple Hill
Mall, L.P., an affiliate of SSC, and Shonac Corporation, re:
Kalamazoo, MI DSW store. Incorporated by reference to Exhibit
10.58 to Form 10-K (file no. 1-10767) filed April 14, 2005.10.57.1
    
    
    Assignment and Assumption Agreement, dated February 28, 2005,
between Shonac Corporation, as assignor, and DSW Shoe Warehouse,
Inc., as assignee, re: Kalamazoo, MI DSW store. Incorporated by
reference to Exhibit 10.58.1 to Form 10-K/A Amendment No. 2 (file
no. 1-10767) filed May 12, 2005.10.58
    
    
    Lease, dated November 2004, by and between KSK Scottsdale Mall,
L.P., an affiliate of SSC, and Shonac Corporation, re: South Bend,
IN DSW store. Incorporated by reference to Exhibit 10.59 to Form
10-K (file no. 1-10767) filed April 14, 2005.10.58.1
    
    
    Assignment and Assumption Agreement, dated March 18, 2005, between
Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as
assignee, re: South Bend, IN DSW store. Incorporated by reference
to Exhibit 10.59.1 to Form 10-K/A Amendment No. 2 (file no.
1-10767) filed May 12, 2005.10.58.2
    
    
    Lease Amendment, dated February 1, 2010, between Shonac
Corporation, as assignor, and DSW Shoe Warehouse, Inc., as
assignee, re: South Bend, IN DSW store. Incorporated by reference
to Exhibit 10.58.2 to Form 10-K (file no. 1-10767) filed April 14,
2010.10.61
    #
    
    Sample Nonqualified Stock Option Award Agreement issued by the
Company pursuant to the 2000 Stock Incentive Plan. Incorporated by
reference to Exhibit 10.62 to Form 10-K (file no. 1-10767) filed
April 14, 2005.10.62
    #
    
    Sample Price Protected Stock Option Award Agreement issued by the
Company pursuant to the 2000 Stock Incentive Plan. Incorporated by
reference to Exhibit 10.63 to Form 10-K (file no. 1-10767) filed
April 14, 2005.10.63
    #
    
    Sample Equity Compensation Approval Notice and Agreement issued by
the Company to certain employees. Incorporated by reference to
Exhibit 10.64 to Form 10-K (file no. 1-10767) filed April 14,
2005.10.65
    #
    
    Form of Indemnification Agreement between the Company and its
directors and officers. Incorporated by reference to Exhibit 10(b)
to Registration Statement on Form S-8 (file no. 333-117341) filed
July 13, 2004.10.68
    
    
    Agreement of Sublease, dated June 12, 2000, between Jubilee
Limited Partnership, an affiliate of SSC, and DSW Shoe Warehouse,
Inc. (assignee of DSW Inc.), re: Baileys Crossroads, VA DSW Store.
Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.
1-10767) filed June 9, 2005.10.72
    
    
    Agreement of Lease, dated April 7, 2006, by and between JLP -
Harvard Park, LLC, an affiliate of SSC, as landlord, and DSW Inc.,
as tenant, re: Chagrin Highlands, Warrensville, Ohio DSW store.
Incorporated by reference to Exhibit 10.72 to Form 10-K (file no.
1-10767) filed April 13, 2006.10.75
    *
    
    $100,000,000 Revolving Credit Facility Credit Agreement, between
DSW Inc. and DSW Shoe Warehouse, Inc., as the Borrowers, and PNC
Bank, National Association., as Administrative Agent, PNC Capital
Markets LLC, as Sole Book Runner and Sole Lead Arranger, Bank of
America, N.A, as Syndication Agent and Documentation Agent, and
Fifth Third Bank and Wells Fargo Retail Finance, LLC as Managing
Agents.10.76
    
    
    Agreement of Lease, dated April 13, 2006, between JLP  Harvard
Park, LLC, an affiliate of SSC, as landlord, and Filenes
Basement, Inc. as tenant, re: Chagrin, OH Filenes Basement store.
Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.
1-10767) filed June 8, 2006.10.77
    
    
    Agreement of Lease, dated June 30, 2006, between JLPK  Levittown
NY LLC, an affiliate of Schottenstein Stores Corporation and DSW
Inc., re: Levittown, NY DSW store. Incorporated by reference to
Exhibit 10.1 to Form 10-Q (file no. 1-10767) filed December 6,
2006.10.78
    
    
    Agreement of Lease, dated November 27, 2006, between JLP 
Lynnhaven VA LLC, an affiliate of Schottenstein Stores Corporation
and DSW Inc., re: Lynnhaven, Virginia DSW store. Incorporated by
reference to Exhibit 10.2 to Form 10-Q (file no. 1-10767) filed
December 6, 2006.10.79
    
    
    Agreement of Lease, dated November 30, 2006, between 4300 Venture
34910 LLC, an affiliate of Schottenstein Stores Corporation, and
DSW Inc., re: Home office. Incorporated by reference to Exhibit
10.3 to Form 10-Q (file no. 1-10767) filed December 6, 2006.10.81
    
    
    Lease Amendment, dated November 30, 2006 between 4300 Venture 6729
LLC, an affiliate of Schottenstein Stores Corporation, and DSW
Inc., re: warehouse and corporate headquarters. Incorporated by
reference to Exhibit 10.5 to Form 10-Q (file no. 1-10767) filed
December 6, 2006.
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##### Table of Contents



ExhibitNo.
    
    Description10.82
    
    
    Agreement of Lease, dated June 30, 2006, between JLPK  Levittown
NY LLC, an affiliate of Schottenstein Stores Corporation and
Filenes Basement, re: Levittown, NY Filenes Basement store.
Incorporated by reference to Exhibit 10.6 to Form 10-Q (file no.
1-10767) filed December 6, 2006.10.84
    
    
    Agreement of Lease, dated December 15, 2006, between American
Signature, Inc., an affiliate of SSC, and DSW Shoe Warehouse,
Inc., re: Langhorne, Pennsylvania DSW store. Incorporated herein
by reference to Exhibit 10.84 to Form 10-K (file no. 1-10767)
filed April 5, 2007.10.85
    #
    
    Sample Restricted Stock Unit Award Agreement issued by the Company
to certain employees. Incorporated herein by reference to Exhibit
10.85 to Form 10-K (file no. 1-10767) filed April 5, 2007.10.86
    #
    
    Sample Stock Appreciation Right Award Agreement issued by the
Company to certain employees. Incorporated herein by reference to
Exhibit 10.86 to Form 10-K (file no. 1-10767) filed April 5, 2007.10.87
    
    
    Agreement of Lease, dated July 9, 2007, between Jubilee Limited
Partnership, an affiliate of Schottenstein Stores Corporation, and
Filenes Basement, re: Aventura, FL Filenes Basement store.
Incorporated herein by reference to Exhibit 10.1 to Form 10-Q
(file no. 1-10767) filed September 13, 2007.10.88
    
    
    Second Amended and Restated Senior Loan and Security Agreement,
dated as of January 23, 2008, by and among Filenes Basement, as
borrower, the revolving credit lenders party thereto and National
City Business Credit, Inc. as administrative agent and collateral
agent. Incorporated herein by reference to Exhibit 10.1 to Form
8-K (file no. 1-10767) filed on January 24, 2008.10.88.2
    
    
    Second Amendment to Second Amended and Restated Loan and Security
Agreement entered into by and among Filenes Basement, Inc.,
National City Business Credit, Inc., Wells Fargo Retail Finance,
LLC and Wachovia Capital Finance Corporation (Central) on February
11, 2009. Incorporated herein by reference to Exhibit 10.1 to Form
8-K (file no. 1-10767) filed February 13, 2009.10.89
    
    
    Agreement to Acquire Leases and Lease Properties, dated October 3,
2007. Incorporated herein by reference to Exhibit 10.1 to Form 8-K
(file no. 1-10767) filed October 4, 2007.10.89.1
    
    
    First Amendment to Agreement to Acquire Leases and Lease
Properties, dated effective as of February 15, 2008. Incorporated
herein by reference to Exhibit 10.1 to Form 8-K (file no. 1-10767)
filed January 28, 2008.10.90
    #
    
    2007 Retail Ventures, Inc. Cash Incentive Compensation Plan.
Incorporated by reference to Exhibit 10.90 to Form 10-K (file no.
1-10767) filed April 25, 2008.10.93
    
    
    Last Out Participation Agreement entered into by and among
National City Business Credit, Inc. and Retail Ventures, Inc. on
February 11, 2009. Incorporated herein by reference to Exhibit
10.2 to Form 8-K (file no. 1-10767) filed February 13, 2009.10.94
    #
    
    Second Amended and Restated Retail Ventures, Inc. 1991 Stock
Option Plan. Incorporated by reference to Exhibit 10.94 to Form
10-K (file no. 1-10767) filed April 30, 2009.10.95
    #
    
    Retail Ventures, Inc. Second Amended and Restated 2000 Stock
Incentive Plan (the 2000 Stock Incentive Plan). Incorporated by
reference to Exhibit 10.95 to Form 10-K (file no. 1-10767) filed
April 30, 2009. Incorporated by reference to Exhibit 10.95 to Form
10-K (file no. 1-10767) filed April 30, 2009.10.96
    #
    
    Second Amended and Restated Retail Ventures, Inc. Non-Employee
Director Stock Option Plan. Incorporated by reference to Exhibit
10.96 to Form 10-K (file no. 1-10767) filed April 30, 2009.10.97
    
    
    Second Amended and Restated Guaranty, dated as of January 23,
2008, by and among Retail Ventures, Inc., Retail Ventures
Services, Inc., Retail Ventures Licensing, Inc. and Retail
Ventures Imports, Inc., as guarantors, the revolving credit
lenders party thereto and National City Business Credit, Inc., as
administrative and collateral agent. Incorporated by reference to
Exhibit 10.97 to Form 10-K (file no. 1-10767) filed April 30,
2009.10.98
    
    
    Consent and Ratification Agreement, dated as of April 21, 2009, by
and among Filenes Basement, Inc. as borrower, Retail Ventures,
Inc., FB II Acquisition Corp. as purchaser, the revolving credit
lenders party thereto and National City Business Credit, Inc., as
administrative and collateral agent. Incorporated herein by
reference to Exhibit 10.1 to Form 8-K (file no 1-10767) filed
April 27, 2009.10.99
    
    
    Sub-license Agreement between Retail Ventures Licensing, Inc. and
Filenes Basement, Inc., effective January 23, 2008. Incorporated
by reference to Exhibit 10.99 to Form 10-K (file no. 1-10767)
filed April 30, 2009.
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##### Table of Contents



ExhibitNo.
    
    Description10.100.1
    
    
    Lease Amendment to Agreement of Lease, dated September 29, 2009,
between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores
Corporation and eTailDirect LLC re: fulfillment center. Incorporated
by reference to Exhibit 10.1 to Form 10-Q (file no. 1-32545) filed
December 3, 2009.10.100.2
    *
    
    Lease Amendment to Agreement of Lease, dated November 30, 2010,
between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores
Corporation and eTailDirect LLC re: fulfillment center.10.101
    
    
    Settlement Agreement, dated as of September 25, 2009, by and among
Retail Ventures, Inc., DSW Inc., FB Liquidating Estate, Inc., FB
Services LLC, FB Leasing Services LLC and the Official Committee of
Unsecured Creditors. Incorporated herein by reference to Exhibit
10.2 to Form 10-Q (file no. 1-10767) filed December 15, 2009.10.102
    
    
    Lease, dated August 26, 2010, by and between JLP Nashua NH LLC, an
affiliate of Schottenstein Stores Corporation, and DSW Shoe
Warehouse, Inc., re: Nashua, NH store. Incorporated by reference to
Exhibit 10.1 to Form 10-Q (file no. 1-32545) filed December 1, 2010.10.103
    *
    
    Lease, dated June 27, 2006, by and between Kimschott Factoria Mall
LLC, an affiliate of Schottenstein Stores Corporation, and DSW Inc.,
re: Bellevue, WA.10.104
    #
    
    Retail Ventures, Inc. Restricted Stock Award Agreement dated
February 22, 2010, with James A. McGrady. Incorporated by reference
to Exhibit 10.102 to Form 10-K (file no. 1-10767) filed April 14,
2010.10.105
    #
    
    Retail Ventures, Inc. Restricted Stock Award Agreement dated
February 22, 2010, with Julia A. Davis. Incorporated by reference to
Exhibit 10.103 to Form 10-K (file no. 1-10767) filed April 14, 2010.10.106
    
    
    Loan Agreement, dated February 8, 2011, by and between Retail
Ventures, Inc and SEI, Inc. Incorporated herein by reference to
Exhibit 10.1 to Form 8-K (file no. 1-10767) filed on February 8,
2011.10.107
    
    
    $30 million Revolving Note dated February 8, 2011. Incorporated
herein by reference to Exhibit 10.2 to Form 8-K (file 1-10767) filed
on February 8, 2011.12
    *
    
    Ratio of Earnings to Fixed Charges.21
    *
    
    List of Subsidiaries.23
    *
    
    Consent of Independent Registered Public Accounting Firm.24
    *
    
    Power of Attorney.31.1
    *
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Executive Officer.31.2
    *
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Financial Officer.32.1
    *
    
    Section 1350 Certification  Principal Executive Officer.32.2
    *
    
    Section 1350 Certification  Principal Financial Officer.
 
 *
    
    Filed herewith.**
    
    Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Retail Ventures
agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon
request.#
    
    Management contract or compensatory plan or arrangement.  E-6