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Item 9A. Controls and Procedures

2022-03-21 compared with 2021-03-22 · 104 added, 1175 removed, 160 unchanged (89% of the section changed)

2 unchanged sentences

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Annual Report, that such disclosure controls and procedures were effective.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Form 10-K, that such disclosure controls and procedures were effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

4 unchanged sentences

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

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

Deloitte & Touche LLP (PCAOB ID No.

34 ), our independent registered public accounting firm, has issued an attestation report covering our internal control over financial reporting, as stated in its report which is included herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

1 unchanged sentence

OTHER INFORMATION

The information set forth below is included herein, by our option, for the purpose of providing disclosure under "Item 1.02 - Termination of a Material Definitive Agreement" of Form 8-K.

On March 15, 2022, we terminated our Equity Distribution Agreement (the "ATM Agreement") with BMO Capital Markets Corp., pursuant to which we were entitled, but not required, to offer and sell up to $100 million of our Class A common shares.

The termination was effective March 15, 2022.

As of the date of the termination, we had not sold any shares under the ATM Agreement.

We will not incur any termination penalties as a result of this termination.

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained under the captions " EXECUTIVE OFFICERS," "ELECTION OF DIRECTORS" and " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION" in our definitive Proxy Statement for the 2021 Annual Meeting of Shareholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference.

The information contained under the captions " INFORMATION ABOUT OUR EXECUTIVE OFFICERS ," " PROPOSAL 1- ELECTION OF DIRECTORS " and " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION " in our definitive Proxy Statement for the 2022 Annual Meeting of Shareholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act (the "Proxy Statement"), is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information contained under the captions " COMPENSATION OF MANAGEMENT," "OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION," " REPORT OF THE COMPENSATION COMMITTEE" and "COMPENSATION DISCUSSION AND ANALYSIS" in the Proxy Statement is incorporated herein by reference.

The information contained under the captions " OTHER DIRECTOR INFORMATION, BOARD COMMITTEES, AND CORPORATE GOVERNANCE INFORMATION ," " REPORT OF THE COMPENSATION COMMITTEE ," " COMPENSATION DISCUSSION AND ANALYSIS " and the related tabular disclosure, and " FISCAL YEAR 2021 DIRECTOR COMPENSATION " in the Proxy Statement is incorporated herein by reference.

Notwithstanding the foregoing, the information contained in the Proxy Statement under the caption " REPORT OF THE COMPENSATION COMMITTEE " shall be deemed furnished, and not filed, in this Form 10-K and shall not be deemed incorporated by reference into any filing we make under the Securities Act of 1933, as amended, or the Exchange Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

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

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The documents listed below are filed as part of this Form 10-K:

Report of Independent Registered Public Accounting Firm F- 1

Consolidated Statements of Operations for the years ended January 30, 2021, February 1, 2020 and February 2, 2019 F- 4

Consolidated Statements of Comprehensive Income (Loss) for the years ended January 30, 2021, February 1, 2020 and February 2, 2019 F- 5

Consolidated Balance Sheets as of January 30, 2021 and February 1, 2020 F- 6

Consolidated Statements of Shareholders' Equity for the years ended January 30, 2021, February 1, 2020 and February 2, 2019 F- 7

Consolidated Statements of Cash Flows for the years ended January 30, 2021, February 1, 2020 and February 2, 2019 F- 8

Notes to Consolidated Financial Statements F- 9

(a)(2) Consolidated Financial Statement Schedules

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

(a) The following documents are filed as a part of this Form 10-K:

(1) CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements are included in Part II, Item 8 of this Form 10-K:

• Report of Independent Registered Public Accounting Firm

• Consolidated Statements of Operations for the years ended January 29, 2022, January 30, 2021 and February 1, 2020

• Consolidated Statements of Comprehensive Income (Loss) for the years ended January 29, 2022, January 30, 2021 and February 1, 2020

• Consolidated Balance Sheets as of January 29, 2022 and January 30, 2021

• Consolidated Statements of Shareholders' Equity for the years ended January 29, 2022, January 30, 2021 and February 1, 2020

• Consolidated Statements of Cash Flows for the years ended January 29, 2022, January 30, 2021 and February 1, 2020

• Notes to the Consolidated Financial Statements

(2) CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

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

(a)(3) and (b) Exhibits

(3) and (b) EXHIBITS

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc.

Incorporated by reference to Exhibit 2.1 to Form 8-K/A (file no.

001-32545) filed February 25, 2011.

8-K/A 001-32545 2/25/2011 2.1

Agreement of Purchase and Sale, dated October 31, 2012, among DSW Inc., 4300 East Fifth Avenue LLC, 4300 Venture 34910 LLC, and 4300 Venture 6729 LLC.

Incorporated by reference to Exhibit 2.1 to Form 8-K (file no.

001-32545) filed November 1, 2012.

8-K 001-32545 11/1/2012 2.1

Securities Purchase Agreement, dated as of October 10, 2018, by and among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H.

Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections.

Incorporated by reference to Exhibit 2.1 to Form 8-K (file no.

001-32545) filed October 11, 2018.

8-K 001-32545 10/11/2018 2.1

Amendment to Securities Purchase Agreement, dated October 10, 2018, by and among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H.

Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections.

Incorporated by reference to Exhibit 2.4.1 to Form 10-K (file no.

001-32545) filed March 26, 2019.

10-K 001-32545 03/26/2019 2.4.1

Side Letter to Securities Purchase Agreement, dated January 31, 2019, by and among DSW Shoe Warehouse, Inc., ABG-Camuto, LLC, Camuto Group LLC, Camuto Consulting, Inc., Camuto Owners (as defined therein), Clear Thinking Group LLC, in the person of Stuart H.

Kessler, solely in its capacity as Sellers' Representative (as defined therein) and Buyer Parents (as defined therein), solely with respect to the Parent Specified Sections.

Incorporated by reference to Exhibit 2.4.2 to Form 10-K (file no.

001-32545) filed March 26, 2019.

10-K 001-32545 03/26/2019 2.4.2

Amended and Restated Articles of Incorporation of Designer Brands Inc.

dated March 19, 2019.

Incorporated by reference to Exhibit 3.1 to Form 10-K (file no.

001-32545) filed March 26, 2019.

10-K 001-32545 03/26/2019 3.1

Amended and Restated Code of Regulations.

Incorporated by reference to Exhibit 3.2 to Form 10-K (file no.

001-32545) filed April 13, 2006.

10-K 001-32545 04/13/2006 3.2

Specimen Class A Common Shares Certificate.

Incorporated by reference to Exhibit 4.1 to Form 10-Q (file no.

001-32545) filed June 4, 2019.

10-Q 001-32545 06/4/2019 4.1

Description of Designer Brands Inc.'s Securities Registered Under Section 12 of the Securities Exchange Act of 1934.

Incorporated by reference to Exhibit 4.2 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 05/01/2020 4.2

Corporate Services Agreement, dated June 12, 2002, between Retail Ventures and Schottenstein Stores Corporation.

Incorporated by reference to Exhibit 10.6 to Retail Ventures' Form 10-Q (file no.

001-10767) filed June 18, 2002.

10-Q 001-10767 06/18/2002 10.6

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Schottenstein Stores Corporation and Schottenstein Management Company, together with Side Letter Agreement, dated July 5, 2005, among Schottenstein Stores Corporation, Retail Ventures, Inc., Schottenstein Management Company and DSW Inc.

related thereto.

Incorporated by reference to Exhibit 10.5 to Retail Ventures' Form 8-K (file no.

001-10767) filed July 11, 2005.

8-K 001-10767 07/11/2005 10.5

Employment Agreement, dated March 4, 2005, between Deborah L.

Ferrée and DSW Inc.

Incorporated by reference to Exhibit 10.4 to Form S-1 (Registration Statement no.

333-123289) filed March 14, 2005.

S-1 333-123289 03/14/2005 10.4

First Amendment to Employment Agreement, dated December 31, 2007, between Deborah L.

Ferrée and DSW Inc.

Incorporated by reference to Exhibit 10.2.1 to Form 10-K (file no.

001-32545) filed April 17, 2008.

10-K 001-32545 4/17/2008 10.2.1

Second Amendment to Employment Agreement, dated February 12, 2016, between Deborah L.

Ferrée and DSW Inc.

Incorporated by reference to Exhibit 10.2.2 to Form 10-K (file no.

001-32545) filed March 24, 2016.

10-K 001-32545 3/24/2016 10.2.2

2014 Long-Term Incentive Plan.

Incorporated by reference to Appendix C to Schedule 14A (file no.

001-32545) filed April 30, 2014.

Schedule 14A 001-32545 4/30/2014 Appendix C

First Amendment to DSW Inc.

2014 Long-Term Incentive Plan, dated January 31, 2018.

Incorporated by reference to Exhibit 10.3.1 to Form 10-K (file no.

001-32545) filed March 26, 2019.

10-K 001-32545 3/26/2019 10.3.1

Designer Brands Inc.

2014 Long-Term Incentive Plan (as Amended and Restated).

S-8 333-239853 7/14/2020 99.1

Form of Restricted Stock Units Award Agreement for Employees (2020).

Incorporated by reference to Exhibit 10.3.2 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.3.2

Form of Stock Units for Automatic Grants to Non-employee Directors (2020).

Incorporated by reference to Exhibit 10.3.3 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.3.3

Form of Nonqualified Stock Option Award Agreement for Employees (2020).

Incorporated by reference to Exhibit 10.3.4 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.3.4

Form of Performance-Based Restricted Stock Units Award Agreement for Employees (2020).

Incorporated by reference to Exhibit 10.3.5 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.3.5

Form of Restricted Stock Units Award Agreement for Canada Employees (2020).

Incorporated by reference to Exhibit 10.3.6 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.3.6

Form of Performance Share Agreement (2021).

Form of Director Stock Unit Agreement (2021).

Credit Agreement, dated August 25, 2017, among DSW Inc., as the lead borrower, certain of its Canadian subsidiaries that may become borrowers thereunder, Designer Brand Inc.'s domestic subsidiaries as guarantors, the lenders party thereto, and PNC Bank, National Association, as administrative agent for the lenders.

Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-32545) filed August 31, 2017.

8-K 001-32545 8/31/2017 10.1

First Amendment to Credit Agreement, dated as of January 30, 2018, by and among DSW Inc., the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent.

Incorporated by reference to Exhibit 10.4.1 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.4.1

Second Amendment to Credit Agreement, dated as of October 10, 2018, by and among DSW Inc., the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent.

Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-32545) filed October 11, 2018.

8-K 001-32545 10/11/2018 10.1

Third Amendment to Credit Agreement, dated as of March 16, 2020, by and among Designer Brands Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent.

Incorporated by reference to Exhibit 10.4.3 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.4.3

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Fourth Amendment to Credit Agreement, dated as of April 30, 2020, by and among Designer Brands Inc., the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as administrative agent.

Incorporated by reference to Exhibit 10.4.4 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.4.4

Pledge and Security Agreement, dated April 30, 2020, by and among each of the Grantors referred to therein, in favor of PNC Bank, National Association, in its capacity as administrative and collateral agent for the Secured Parties referred to therein.

Incorporated by reference to Exhibit 10.4.5 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.4.5

Cost Sharing Agreement, dated November 1, 2012, between 4300 East Fifth Avenue LLC and 810 AC LLC, a wholly owned subsidiary of DSW.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed November 1, 2012.

2005 Cash Incentive Compensation Plan.

Incorporated by reference to Appendix B to Schedule 14A (file no.

001-32545) filed April 30, 2014.

8-K 001-32545 11/2/2012 10.1

Designer Brands Inc.

Cash Incentive Plan.

Form of Indemnification Agreement between Designer Brands Inc.

and its officers and directors.

Incorporated by reference to Exhibit 10.7 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.7

Management Agreement, dated November 1, 2012, between Schottenstein Property Group, LLC and 810 AC LLC, a wholly owned subsidiary of DSW.

Incorporated by reference to Exhibit 10.2 to Form 8-K (file no.

001-32545) filed November 1, 2012.

8-K 001-32545 11/01/2012 10.2

Master Separation Agreement, dated July 5, 2005, between DSW Inc.

and Retail Ventures, Inc.

Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-10767) filed July 11, 2005.

8-K 001-10767 7/11/2005 10.1

Amendment to Master Separation Agreement between DSW Inc.

and Retail Ventures, Inc., dated May 26, 2011.

Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-32545) filed May 26, 2011.

8-K 001-32545 5/26/2011 10.1

Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc.

and Stein Mart, Inc.

Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-32545) filed June 5, 2006.

8-K 001-32545 6/5/2006 10.1

First Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc.

1 unchanged sentence

Entered into August 26, 2008.

Incorporated by reference to Exhibit 10.11.1 to Form 10-K (file no.

001-32545) filed March 23, 2018.

10-K 001-32545 3/23/2018 10.11.1

Second Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc.

1 unchanged sentence

Entered into February 23, 2012.

Incorporated by reference to Exhibit 10.11.2 to Form 10-K (file no.

001-32545) filed March 23, 2018 .

10-K 001-32545 3/23/2018 10.11.2

Third Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc.

1 unchanged sentence

Entered into September 10, 2013.

Incorporated by reference to Exhibit 10.11.3 to Form 10-K (file no.

001-32545) filed March 23, 2018.

10-K 001-32545 3/23/2018 10.11.3

Fourth Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc.

1 unchanged sentence

Entered into on July 31, 2014.

Incorporated by reference to Exhibit 10.11.4 to Form 10-K (file no.

001-32545) filed March 23, 2018.

10-K 001-32545 3/23/2018 10.11.4

Fifth Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc.

1 unchanged sentence

Entered into on March 14, 2017.

Incorporated by reference to Exhibit 10.11.5 to Form 10-K (file no.

001-32545) filed March 23, 2018.

10-K 001-32545 3/23/2018 10.11.5

Sixth Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between DSW Inc.

1 unchanged sentence

Entered into on December 6, 2017.

Incorporated by reference to Exhibit 10.11.6 to Form 10-K (file no.

001-32545) filed March 23, 2018.

10-K 001-32545 3/23/2018 10.11.6

Seventh Amendment to Amended and Restated Supply Agreement dated May 30, 2006, between Designer Brands Inc.

1 unchanged sentence

Entered into on May 13, 2020.

Incorporated by reference to Exhibit 10.5 to Form 10-Q (file no.

001-32545) filed June 19, 2020.

10-Q 001-32545 6/19/2020 10.5

Nonqualified Deferred Compensation Plan.

Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-32545) filed December 13, 2007.

10-Q 001-32545 12/13/2007 10.1

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

Agreement of Lease, dated October 1, 2007, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re:

fulfillment center.

Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-32545) filed March 6, 2008.

8-K 001-32545 3/6/2008 10.1

Lease Amendment to Agreement of Lease, dated September 29, 2009, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re:

fulfillment center.

Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-32545) filed December 3, 2009.

10-Q 001-32545 12/3/2009 10.1

Second Lease Amendment to Agreement of Lease, dated November 30, 2010, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re:

fulfillment center.

Incorporated by reference to Exhibit 10.56.2 to Form 10-K (file no.

001-32545) filed March 22, 2011.

10-K 001-32545 3/22/2011 10.56.2

Third Lease Amendment to Agreement of Lease, dated March 1, 2013, between 4300 Venture 34910 LLC, a Schottenstein Affiliate, and eTailDirect LLC re:

fulfillment center.

Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-32545) filed June 7, 2013.

10-Q 001-32545 6/7/2013 10.1

Fourth Lease Amendment to Agreement of Lease, dated December 23, 2016, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re:

fulfillment center.

Incorporated by reference to Exhibit 10.12.4 to Form 10-K (file no.

001-32545) filed March 26, 2019.

10-K 001-32545 3/26/2019 10.12.4

Guaranty by DSW Inc.

2 unchanged sentences

new fulfillment center for the business of dsw.com.

Incorporated by reference to Exhibit 10.5 to Form 8-K (file no.

001-32545) filed March 6, 2008.

8-K 001-32545 3/6/2008 10.5

Employment Agreement, dated March 27, 2009, between William L.

Jordan and DSW Inc.

Incorporated by reference to Exhibit 10.61 to Form 10-K (file no.

001-32545) filed April 1, 2009.

10-K 001-32545 4/1/2009 10.61

First Amendment to Employment Agreement, dated November 9, 2015, between William L.

Jordan and DSW Inc.

Incorporated by reference to Exhibit 10.29.1 to Form 10-K (file no.

001-32545) filed March 24, 2016.

10-K 001-32545 3/24/2016 10.29.1

Amended and Restated Standard Executive Severance Agreement, dated December 6, 2019, between Designer Brands Inc.

and Roger Rawlins.

Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-32545) filed December 10, 2019.

10.16# Standard Executive Severance Agreement, dated January 4, 2016, between Simon Nankervis and DSW Inc.

Incorporated by reference to Exhibit 10.39 to Form 10-K (file no.

001-32545) filed March 24, 2016.

10-Q 001-32545 12/10/2019 10.1

Standard Executive Severance Agreement, dated July 20, 2016, between Jared Poff and DSW Inc.

Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.001-32545) filed September 1, 2016.

Standard Executive Severance Agreement, dated May 1, 2017, between Michele Love and DSW Inc.

Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-32545) filed May 25, 2017.

Standard Executive Severance Agreement, dated January 21, 2020, between Drew Domecq and Designer Brands Inc.

Incorporated by reference to Exhibit 10.19 to Form 10-K (file no.

001-32545) filed May 1, 2020.

Standard Executive Severance Agreement, dated April 17, 2014, between Thomas Jessep and DSW Inc.

Incorporated by reference to Exhibit 10.20 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10.20.1# First Amendment to Standard Executive Severance Agreement, dated March 9, 2016, between Thomas Jessep and DSW Inc.

Incorporated by reference to Exhibit 10.20.1 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-Q 001-32545 9/1/2016 10.1

Standard Executive Severance Agreement, dated April 9, 2020, between Mary Turner and Designer Brands Inc.

Incorporated by reference to Exhibit 10.21 to Form 10-K (file no.

001-32545) filed May 1, 2020.

10-K 001-32545 5/1/2020 10.21

Standard Executive Severance Agreement, dated January 30, 2022, between James Weinberg and Designer Brands Inc.

Term Loan Credit Agreement, dated August 7, 2020, among Designers Brands Inc., as the lead borrower, Designer Brands Canada Inc., as the Canadian Borrower, certain of its domestic and Canadian subsidiaries as guarantors, the lenders party thereto, and Sixth Street Specialty Lending, Inc.

as Administrative Agent and Lead Arranger.

Incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-32545) filed August 7, 2020.

8-K 001-32545 8/7/2020 10.1

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Date of Filing Exhibit Number

ABL Credit Agreement, dated August 7, 2020, among Designer Brands Inc., as the lead borrower, Designer Brands Canada Inc., as the Canadian Borrower, certain of its domestic and Canadian subsidiaries that may become borrowers thereunder, the Designer Brand Inc.'s domestic and Canadian subsidiaries as guarantors, the lenders party thereto, and PNC Bank, National Association as administrative agent of the lenders.

Incorporated by reference to Exhibit 10.2 to Form 8-K (file no.

001-32545) filed August 7, 2020.

10.24 Transition Services and General Release Agreement, dated September 19, 2020, between Designer Brands Inc.

and Simon Nankervis.

Incorporated by reference to Exhibit 10.3 to Form 10-Q (file no.

001-32545) filed December 9, 2020.

8-K 001-32545 8/7/2020 10.2

List of Subsidiaries.

45 unchanged sentences

Jared Poff (Attorney-in-fact)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Designer Brands Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Designer Brands Inc.

and subsidiaries (the "Company") as of January 30, 2021 and February 1, 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended January 30, 2021, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 30, 2021 and February 1, 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company has changed its method of accounting for leases, effective February 3, 2019, due to adoption of Accounting Standards Update 2016-02, Leases, using the modified retrospective approach.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Long-Lived Assets — Refer to Notes 1 and 10 to the financial statements

Critical Audit Matter Description

The Company periodically evaluates the carrying amount of long-lived assets when events and circumstances warrant such a review to ascertain if any assets have been impaired.

As a result of the material reduction in net sales and cash flows during fiscal 2020, the Company performed its impairment analysis for the U.S.

Retail and Canada Retail segments at the store-level, which represents the lowest level for which identifiable cash flows are independent of the cash flows of other assets.

The carrying amount of the store asset group, primarily made up of operating lease assets, leasehold improvements and fixtures, is considered impaired when the carrying value of the asset group exceeds the expected future cash flows from the asset group (categorized as Level 3 under the fair value hierarchy).

As of January 30, 2021, long-lived assets within store level asset group, aggregated to $695.1 million in the U.S.

and $78.9 million in Canada.

During fiscal year 2020, the Company recorded store level asset group impairment charges of $127.1 million ($104.2 million and $22.9 million for the U.S.

Retail and Canada Retail segments, respectively).

Inherent in the impairment analysis of long-lived assets are certain significant judgments and estimates related to forecasted cash flows, specifically forecasting sales.

Changes in these assumptions can significantly impact the valuation of operating lease assets and property and equipment, and the impairment charge that is recorded.

We identified long-lived asset impairment as a critical audit matter because of the significant estimates and assumptions management makes related to forecasted cash flows, specifically forecasting sales.

This required a high degree of auditor judgement and an increased extent of effort, when performing audit procedures to evaluate the reasonableness of management’s forecasted cash flows, specifically forecasting sales.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasted sales used in the long-lived asset impairment analysis included the following, among others:

• We tested the design and operating effectiveness of controls over management’s forecasts.

• We performed risk assessment procedures including reviewing sensitivity analyses over the assumptions used in the impairment analysis to assess their impact on the determination of fair value.

• We evaluated management’s ability to accurately forecast future sales by comparing actual results to management’s historical forecasts.

Compared sales forecasts used in the store level asset group impairment to forecasts obtained in testing other audit areas.

• We evaluated the reasonableness of management’s sales forecast by comparing the forecasts to (1) historical sales, (2) internal communications to management and the Board of Directors, (3) external communications made by management to analysts and investors, and (4) trends in the industry.

• We evaluated the methods and inputs used by management to determine the fair value of the asset group including assessing appropriateness of using projected discounted cash flows and the duration of cash flows used for each asset group.

Valuation of Inventories – Refer to Note 1 to the financial statements

Critical Audit Matter Description

Retail segment, which includes stores operated in the U.S.

under the DSW Designer Shoe Warehouse banner and its related e-commerce site, accounts for inventory using the retail inventory method and is stated at the lower of cost or market.

Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost-to-retail ratio to the retail value of inventories.

The cost basis of inventories reflected on the balance sheet is decreased by charges to cost of sales at the time the retail value of the inventory is lowered by markdowns.

Inherent in the valuation of inventory are certain significant judgments and estimates, including estimating inventory markdowns, which can significantly impact the ending inventory valuation and the resulting gross profit.

Earnings are negatively impacted as the merchandise is marked down prior to sale.

Given the significant estimates and assumptions management utilizes to measure inventory markdowns at period end, a high degree of auditor judgment and an increased extent of effort is required when performing audit procedures to evaluate the reasonableness of estimates and assumptions.

Such estimates are based on the timing and completeness of recorded markdowns.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the completeness of estimated inventory markdowns included the following, among others:

• We tested the design and effectiveness of controls over the timing and completeness of estimated inventory markdowns, including those over the determination of estimated inventory markdowns and those over the lowering of the retail value of inventory through markdowns.

• We evaluated management’s ability to accurately estimate inventory markdowns by comparing estimated inventory markdowns as of January 30, 2021 to subsequent sales of clearance inventory.

• We observed physical inventory counts throughout the fiscal year, including merchandise designated for clearance.

We assessed inventory aging and sell through as of March 2021.

• We tested the amount of estimated inventory markdowns by evaluating management's calculation.

• We developed an independent expectation for inventory markdowns based on historical inventory balances and compared our expectation to the amount recorded by management.

/s/ DELOITTE & TOUCHE LLP

Columbus, Ohio

March 22, 2021

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

DESIGNER BRANDS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

2020 2019 2018

Net sales $ 2,234,719 $ 3,492,687 $ 3,177,918

Cost of sales ( 1,923,478 ) ( 2,493,017 ) ( 2,239,229 )

Gross profit 311,241 999,670 938,689

Operating expenses ( 753,278 ) ( 874,749 ) ( 820,222 )

Income from equity investment in ABG-Camuto 9,329 10,149 1,298

Impairment charges ( 153,606 ) ( 7,771 ) ( 60,760 )

Operating profit (loss) ( 586,314 ) 127,299 59,005

Interest expense ( 24,032 ) ( 8,914 ) ( 2,433 )

Interest income 338 1,559 3,721

Interest income (expense), net ( 23,694 ) ( 7,355 ) 1,288

Non-operating income (expenses), net 1,361 ( 170 ) ( 49,616 )

Income (loss) before income taxes and loss from equity investment in TSL ( 608,647 ) 119,774 10,677

Income tax benefit (provision) 119,928 ( 25,277 ) ( 29,833 )

Loss from equity investment in TSL — — ( 1,310 )

Net income (loss) $ ( 488,719 ) $ 94,497 $ ( 20,466 )

Basic and diluted earnings (loss) per share:

Basic earnings (loss) per share $ ( 6.77 ) $ 1.28 $ ( 0.26 )

Diluted earnings (loss) per share $ ( 6.77 ) $ 1.27 $ ( 0.26 )

Weighted average shares used in per share calculations:

Basic shares 72,198 73,602 80,026

Diluted shares 72,198 74,605 80,026

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

DESIGNER BRANDS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

2020 2019 2018

Net income (loss) $ ( 488,719 ) $ 94,497 $ ( 20,466 )

Other comprehensive income (loss), net of income taxes:

Foreign currency translation loss ( 618 ) ( 340 ) ( 7,013 )

Unrealized net gain on debt securities 195 609 192

Reclassification adjustment for net losses (gains) realized in net income (loss) ( 368 ) ( 58 ) 14,189

Total other comprehensive income (loss), net of income taxes ( 791 ) 211 7,368

Total comprehensive income (loss) $ ( 489,510 ) $ 94,708 $ ( 13,098 )

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

DESIGNER BRANDS INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

January 30, 2021 February 1, 2020

Cash and cash equivalents $ 59,581 $ 86,564

Investments — 24,974

Receivables, net 196,049 89,151

Inventories 473,183 632,587

Prepaid expenses and other current assets 51,772 67,534

Total current assets 780,585 900,810

Property and equipment, net 296,469 395,009

Operating lease assets 700,481 918,801

Goodwill 93,655 113,644

Intangible assets, net 15,635 22,846

Deferred tax assets — 31,863

Equity investment in ABG-Camuto 58,598 57,760

Other assets 31,172 24,337

Total assets $ 1,976,595 $ 2,465,070

LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable $ 245,071 $ 299,072

Accrued expenses 200,326 194,264

Current maturities of long-term debt 62,500 —

Current operating lease liabilities 244,786 186,695

Total current liabilities 752,683 680,031

Long-term debt 272,319 190,000

Non-current operating lease liabilities 677,735 846,584

Other non-current liabilities 30,841 27,541

Total liabilities 1,733,578 1,744,156

Commitments and contingencies

Shareholders' equity:

Common shares paid in-capital, no par value 990,153 971,380

Treasury shares, at cost ( 515,065 ) ( 515,065 )

Retained earnings (deficit) ( 228,785 ) 267,094

Accumulated other comprehensive loss ( 3,286 ) ( 2,495 )

Total shareholders' equity 243,017 720,914

Total liabilities and shareholders' equity $ 1,976,595 $ 2,465,070

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

DESIGNER BRANDS INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands, except per share data)

Number of Shares Amounts

shares Class B

shares Treasury shares Common shares paid in capital Treasury shares Retained earnings (deficit) Accumulated other comprehensive loss

Balance, February 3, 2018 72,294 7,733 13,091 $ 936,252 $ ( 325,906 ) $ 354,979 $ ( 10,074 ) $ 955,251

Net loss — — — — — ( 20,466 ) — ( 20,466 )

Stock-based compensation activity 378 — — 17,549 — — — 17,549

Repurchase of Class A common shares ( 2,000 ) — 2,000 — ( 47,530 ) — — ( 47,530 )

Dividends paid ($ 1.00 per share)

— — — — — ( 79,795 ) — ( 79,795 )

Other comprehensive income — — — — — — 7,368 7,368

Balance, February 2, 2019 70,672 7,733 15,091 953,801 ( 373,436 ) 254,718 ( 2,706 ) 832,377

Cumulative effect of accounting change — — — — — ( 9,556 ) — ( 9,556 )

Net income — — — — — 94,497 — 94,497

Stock-based compensation activity 439 — — 17,579 — — — 17,579

Repurchase of Class A common shares ( 7,078 ) — 7,078 — ( 141,629 ) — — ( 141,629 )

Dividends paid ($ 1.00 per share)

— — — — — ( 72,565 ) — ( 72,565 )

Other comprehensive income — — — — — — 211 211

Balance, February 1, 2020 64,033 7,733 22,169 971,380 ( 515,065 ) 267,094 ( 2,495 ) 720,914

Net loss — — — — — ( 488,719 ) — ( 488,719 )

Stock-based compensation activity 633 — — 18,773 — — — 18,773

Dividends paid ($ 0.10 per share)

— — — — — ( 7,160 ) — ( 7,160 )

Other comprehensive loss — — — — — — ( 791 ) ( 791 )

Balance, January 30, 2021 64,666 7,733 22,169 $ 990,153 $ ( 515,065 ) $ ( 228,785 ) $ ( 3,286 ) $ 243,017

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

DESIGNER BRANDS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

2020 2019 2018

Cash flows from operating activities:

Net income (loss) $ ( 488,719 ) $ 94,497 $ ( 20,466 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 88,026 86,649 79,048

Stock-based compensation expense 20,236 17,059 17,393

Deferred income taxes 34,485 ( 2,931 ) ( 11,748 )

Loss (income) from equity investments ( 9,329 ) ( 10,149 ) 12

Distributions received from equity investment 8,491 10,514 —

Loss on previously held equity investment in TSL and receivables from TSL — — 33,988

Impairment charges 153,606 7,771 60,760

Gain on settlement ( 8,990 ) — —

Loss on foreign currency reclassified from accumulated other comprehensive loss — — 13,963

Other 695 3,957 3,780

Change in operating assets and liabilities:

Accounts receivables 23,179 265 36,151

Income tax receivable ( 149,824 ) — —

Inventories 160,312 9,290 ( 4,162 )

Prepaid expenses and other current assets 17,166 ( 14,994 ) ( 12,310 )

Accounts payable ( 47,014 ) 36,995 ( 38,059 )

Accrued expenses 30,144 ( 26,595 ) 16,984

Operating lease assets and liabilities, net 13,743 ( 15,621 ) —

Net cash provided by (used in) operating activities ( 153,793 ) 196,707 175,334

Cash flows from investing activities:

Cash paid for property and equipment ( 31,114 ) ( 77,820 ) ( 65,355 )

Purchases of available-for-sale investments — ( 20,973 ) ( 16,735 )

Sales of available-for-sale investments 24,755 66,389 71,136

Additional borrowings by TSL — — ( 15,989 )

Repayments of borrowings by TSL — — 1,160

Equity investment in ABG-Camuto — — ( 56,827 )

Proceeds from settlements 8,990 4,965 —

Cash paid for business acquisitions, net of cash acquired — — ( 199,403 )

Net cash provided by (used in) investing activities 2,631 ( 27,439 ) ( 282,013 )

Cash flows from financing activities:

Borrowing on revolving line of credit 276,000 463,300 160,000

Payments on revolving line of credit ( 466,000 ) ( 433,300 ) —

Borrowing under ABL Revolver 150,000 — —

Payments on borrowings under ABL Revolver ( 50,000 ) — —

Proceeds from issuance of Term Loan 250,000 — —

Payments on borrowings under Term Loan ( 6,263 ) — —

Payments of debt issuance costs ( 21,422 ) — —

Cash paid for treasury shares — ( 141,629 ) ( 47,530 )

Dividends paid ( 7,160 ) ( 72,565 ) ( 79,795 )

Other ( 2,201 ) 841 ( 2,711 )

Net cash provided by (used in) financing activities 122,954 ( 183,353 ) 29,964

Effect of exchange rate changes on cash balances 1,225 81 1,351

Net decrease in cash, cash equivalents, and restricted cash ( 26,983 ) ( 14,004 ) ( 75,364 )

Cash, cash equivalents, and restricted cash, beginning of period 86,564 100,568 175,932

Cash, cash equivalents, and restricted cash, end of period $ 59,581 $ 86,564 $ 100,568

Supplemental disclosures of cash flow information:

Cash paid (received) for income taxes $ ( 11,822 ) $ 39,450 $ 41,695

Cash paid for interest on debt $ 19,523 $ 8,323 $ 864

Cash paid for operating lease liabilities $ 198,400 $ 236,506 $ —

Non-cash investing and financing activities:

Property and equipment purchases not yet paid $ 1,590 $ 12,164 $ 13,537

Operating lease liabilities arising from lease asset additions $ 9,407 $ 24,137 $ —

Net increase to operating lease assets and lease liabilities for modifications $ 36,109 $ 71,945 $ —

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

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES

Business Operations- Designer Brands Inc., originally founded as DSW Inc., is one of North America's largest designers, producers and retailers of footwear and accessories.

We operate in three reportable segments:

Retail segment, the Canada Retail segment, and the Brand Portfolio segment.

Retail segment operates the DSW Designer Shoe Warehouse ("DSW") banner through its U.S.

stores and e-commerce site.

The Canada Retail segment operates The Shoe Company, Shoe Warehouse, and DSW banners through its Canada stores and e-commerce sites.

Together, the U.S.

Retail and Canada Retail segments are referred to as the "retail segments." The Brand Portfolio segment earns revenue from the sale of wholesale products to retailers, commission for serving retailers as the design and buying agent for products under private labels (which we refer to as "First Cost"), and the sale of branded products through the direct-to-consumer e-commerce site at www.vincecamuto.com.

Our other operating segments are below the quantitative and qualitative thresholds for reportable segments and are aggregated into Other for segment reporting purposes.

On May 10, 2018, we acquired the remaining interest in Town Shoes Limited ("TSL") that we did not previously own.

Beginning with our second quarter of fiscal 2018, TSL ceased being accounted for under the equity method of accounting and was accounted for as a consolidated wholly owned subsidiary.

As a result of this acquisition, we operate a Canadian retailer of branded footwear and accessories.

Subsequent to the acquisition, and as a result of our strategic review, we exited the Town Shoes banner in Canada during fiscal 2018.

On November 5, 2018, we completed the acquisition of Camuto LLC, doing business as "Camuto Group," a footwear design and brand development organization, from Camuto Group LLC (the "Sellers").

The Camuto Group acquisition provides us a global production, sourcing and design infrastructure, including operations in Brazil and China, footwear licenses of brands, including Jessica Simpson and Lucky Brand, and branded e-commerce sites as reported in the Brand Portfolio segment.

Also on November 5, 2018, in partnership with Authentic Brands Group LLC, a global brand management and marketing company, we formed ABG-Camuto LLC ("ABG-Camuto"), a joint venture in which we have a 40 % interest.

This joint venture acquired several intellectual property rights from the Sellers, including Vince Camuto, Louise et Cie, and others, and will focus on licensing and developing new category extensions to support the global growth of these brands.

We have entered into a licensing agreement with ABG-Camuto whereby we pay royalties to ABG-Camuto, with the royalty expense included in our cost of sales, based on the sales of footwear, handbags and jewelry, subject to guaranteed minimums.

ABG-Camuto also earns royalties on sales from third parties that license the brand names to produce non-footwear product categories.

Given our 40 % ownership interest in ABG-Camuto, we recognize earnings under the equity method, which is included within the Brand Portfolio segment as ABG-Camuto and considered an integral part of the Brand Portfolio segment business.

Fiscal Year- Our fiscal year ends on the Saturday nearest to January 31.

References to a fiscal year refer to the calendar year in which the fiscal year begins.

This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year, but occasionally will contain an additional week resulting in a 53-week fiscal year.

The periods presented in these consolidated financial statements each consisted of 52 weeks.

Variable Interest Entities- During fiscal 2019, we formed a joint venture with an entity affiliated with performing artist and celebrity Jennifer Lopez.

This partnership was formed in order to design, source and sell the JLO JENNIFER LOPEZ collection, a line of footwear and handbags.

Our Camuto Group business is responsible for design and sourcing, and DSW is the exclusive retailer of new products.

Jennifer Lopez and her team lead the creative directive for marketing and product design, with our technical expertise and guidance.

Jennifer Lopez earns fixed licensing fees and also has the opportunity to earn the Company's Class A common shares beginning in fiscal 2021 based on the expansion of our VIP rewards programs from her fan base.

Based on certain terms within the joint venture operating agreement, we have determined that we have overall control of the joint venture.

In addition, we provide a revolving line of credit to the joint venture and a guarantee for funding in excess of the joint venture's equity.

As a result, we are considered the primary beneficiary of the joint venture and it is consolidated within our financial statements.

Assets and liabilities of the joint venture are immaterial.

We recognize all of the losses of the joint venture up to the amounts guaranteed and share any profits between the partners under the terms of the joint venture operating agreement.

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impacts of COVID-19- In March 2020, the World Health Organization declared the coronavirus disease ("COVID-19") outbreak a pandemic.

On March 18, 2020, to help control the spread of the virus and protect the health and safety of our customers, associates, and the communities we serve, we temporarily closed all of our stores in the U.S.

In addition, we took several actions in late March 2020 to reduce costs and operations to levels that were more commensurate with then-current sales, including furloughs and pay reductions.

As this continues to be an unprecedented period of uncertainty, we have made and may continue to make adjustments to our operational plans, inventory controls, and liquidity management, as well as reductions to our expense and capital expenditure plans.

During the second quarter and into the third quarter of fiscal 2020, we re-opened all of our stores, discontinued the furlough program, and restored pay for our associates that had taken pay reductions.

Beginning in July 2020, we initiated an internal reorganization and reduction of our workforce with additional actions taken throughout fiscal 2020, resulting in the elimination of approximately 1,000 associate positions, including over 200 vacant positions that will not be filled.

The charges recorded as a result of this reorganization are included in our integration and restructuring costs discussed below.

Following the re-opening of stores, we experienced and have continued to experience significantly reduced customer traffic and net sales, which included subsequent store closures and reduced hours in certain areas, primarily in Canada, where government-imposed restrictions were mandated.

Our retail customers in the Brand Portfolio segment have had and are having similar experiences.

Given the continuation of overall depressed consumer sentiment, customer behavior has been and may continue to be slow to return to pre-COVID-19 patterns and levels, if at all.

We have continued to serve our customers through our e-commerce businesses during the period that our stores were closed and beyond, but store closures primarily during the first half of fiscal 2020 and continuing reduced customer traffic resulted in a sharp decline in our net sales and cash flows.

As a result of the material reduction in net sales and cash flows during fiscal 2020, we performed impairment analyses for our U.S.

Retail and Canada Retail segments at the store-level, which represents the lowest level for which identifiable cash flows are independent of the cash flows of other assets.

The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value (categorized as Level 3 under the fair value hierarchy).

Fair value at the store level is typically based on projected discounted cash flows over the remaining lease term.

In addition, we evaluated other long-lived assets based on our intent to use such assets going forward.

During fiscal 2020, we recorded impairment charges of $ 127.1 million ($ 104.2 million and $ 22.9 million for the U.S.

Retail and Canada Retail segments, respectively), including impairment charges during the fourth quarter of fiscal 2020 of $ 4.2 million ($ 1.0 million and $ 3.2 million for the U.S.

Retail and Canada Retail segments, respectively).

Also during fiscal 2020, we recorded an impairment charge of $ 6.5 million for the Brand Portfolio segment customer relationship intangible asset resulting in a full impairment due to the lack of projected cash flows over the remaining useful life (categorized as Level 3 under the fair value hierarchy).

As a result of the material reduction in net sales and cash flows due to the temporary closure of all of our stores, the decrease in net sales from our retailer customers and the decrease in the Company's market capitalization due to the impact of the COVID-19 outbreak on macroeconomic conditions, we performed our impairment analysis for goodwill and other indefinite-lived intangible assets during the first quarter of fiscal 2020.

We calculated the fair value of the reporting units with goodwill primarily based on a discounted cash flow analysis (categorized as Level 3 under the fair value hierarchy).

Our analysis concluded that the fair value of the U.S.

Retail segment, which is also the reporting unit, and other indefinite-lived intangible assets were in excess of the carrying values, but that the fair value of the First Cost reporting unit within the Brand Portfolio segment did not exceed its carrying value.

Accordingly, during fiscal 2020, we recorded an impairment charge of $ 20.0 million for the First Cost reporting unit in the Brand Portfolio segment, resulting in a full impairment.

We updated our impairment analysis for the goodwill within the U.S.

Retail segment and other indefinite-lived intangible assets during the fourth quarter of fiscal 2020 as part of our annual evaluation, which resulted in the fair values being in excess of the carrying values.

On March 27, 2020, the U.S.

government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which, among other things, provided employer payroll tax credits for wages paid to associates who were unable to work during the COVID-19 outbreak and options to defer payroll tax payments.

Based on our evaluation of the CARES Act, we qualify for certain employer payroll tax credits that were treated as government subsidies to offset related operating expenses, as well as the deferral of payroll and other tax payments in the future.

Similar credits and deferrals were also available in Canada.

During fiscal 2020, the qualified government credits reduced our operating expenses by $ 11.4 million on our consolidated statements of operations.

A s of January 30, 2021 , we had $ 10.0 million of deferred qualified payroll and other tax obligations, half of which is included in accrued expenses on the consolidated balance sheets that we expect to pay at the end of fiscal 2021, with the remaining incl uded in other non-current liabilities on the consolidated balance sheets that we expect to pay at the end of fiscal 2022.

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recorded our income tax expense, income tax receivable, and deferred tax assets and related liabilities based on management’s best estimates.

Additionally, we assessed the likelihood of realizing the benefits of our deferred tax assets.

Our ability to recover these deferred tax assets depends on several factors, including the amount of net operating losses we can carry back and our ability to project future taxable income.

One of the provisions of the CARES Act allows net operating losses generated within tax years 2018 through 2020 to be carried back up to five years, including years in which the U.S.

federal statutory tax rate was 35%, as opposed to the current rate of 21%.

In evaluating future taxable income, significant weight is given to positive and negative evidence that is objectively verifiable.

As a result of the losses incurred in fiscal 2020 due to COVID-19, we are in a three-year cumulative loss position as of January 30, 2021, which is significant objective negative evidence in considering whether deferred tax assets are realizable.

Such objective evidence limits the ability to consider other subjective evidence, such as the projection of future taxable income.

A valuation allowance has been recognized as a reserve on the total deferred tax asset balance due to the uncertainty of realization of our loss carry forwards and other deferred tax assets.

Our effective tax rate changed from 21.1 % for fiscal 2019 to 19.7 % for fiscal 2020.

The decrease in the effective tax rate was primarily driven by the recording of an additional valuation allowance of $ 87.6 million partially offset by the ability to carry back current year losses to a tax year where the U.S.

federal statutory tax rate was 35%.

In addition, during fiscal 2020, we incurred $ 10.6 million of incremental costs directly related to COVID-19, including hazard pay for store associates, termination fees, pre-open cleaning services, signs used to encourage customers in social distancing, plexiglass shields used at store registers, and supplies of thermometers, masks, gloves, cleaning agents, and other items.

The COVID-19 pandemic remains challenging and unpredictable.

The ongoing and prolonged nature of the outbreak has continued to adversely impact our business and may lead to further adjustments to store operations, as well as continue to drive changes in customer behaviors and preferences, including reductions in consumer spending, which may necessitate further shifts in our business model.

As such, the ultimate impacts of the COVID-19 outbreak to our businesses remain highly uncertain and will depend on future developments, including the widespread availability, use and effectiveness of vaccines, which are highly uncertain and cannot be predicted.

We may have additional write-downs or adjustments to inventories, receivables, long-lived assets, intangibles, goodwill, and the valuation allowance on deferred tax assets.

Integration and Restructuring Costs- During fiscal 2020, we incurred restructuring costs, which consisted primarily of severance of $ 15.2 million ( $ 5.5 million , $ 0.8 million and $ 8.9 million for the U.S.

Retail, Canada Retail and Brand Portfolio segments, respectively), including severance charges during the fourth quarter of fiscal 2020 of $ 5.2 million (primarily related to the Brand Portfolio segment), and professional fees of $ 2.4 million.

During fiscal 2019, we incurred integration and restructuring costs related to our prior year acquisition activity, which consisted primarily of severance of $ 3.9 million, fees for terminating joint ventures of $ 7.2 million, and professional fees and other integration costs of $ 6.6 million.

During fiscal 2018, we incurred restructuring costs of $ 5.6 million in severance, primarily related to changes to our store staffing model.

As of January 30, 2021 and February 1, 2020, we had $ 6.5 million and $ 1.7 million, respectively, of severance liability included in accrued expenses on the consolidated balance sheets.

Gain on Settlement- During fiscal 2020, we collected $ 9.0 million , net of legal costs incurred, and recorded a gain to operating expenses in the consolidated statements of operations that was due to a settlement with a vendor related to costs incurred on an internal-use software project that was capitalized and then impaired in a previous fiscal year.

Principles of Consolidation- The consolidated financial statements include the accounts of Designer Brands Inc.

and its subsidiaries, including variable interest entities.

All intercompany accounts and transactions have been eliminated in consolidation.

All amounts are in United States dollars ("USD"), unless otherwise noted.

Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the U.S.

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net sales and expenses during the reporting period.

Certain estimates and assumptions use forecasted financial information using information reasonably available to us, along with the estimated, but uncertain, future impacts of the COVID-19 outbreak.

Significant estimates and assumptions are required as a part of accounting for sales returns allowances, customer allowances and discounts, gift card breakage income, deferred revenue associated with loyalty programs, valuation of inventories, depreciation and amortization, impairments of long-lived assets, intangibles and goodwill, lease accounting, legal and tax reserves, income taxes, and self-insurance reserves.

Although we believe these estimates and assumptions are reasonable, they are based on management's knowledge of current events and actions that we may undertake in the future.

Changes in facts and circumstances may result in revised estimates and assumptions, and actual results could differ from these estimates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition- Sales from the U.S.

Retail and Canada Retail segments are recognized upon customer receipt of merchandise, net of estimated returns and exclude sales tax.

Customers can purchase products from one of our stores, online or from our mobile application.

For products shipped directly to our customers, we recognize the sale upon the estimated customer receipt date based on historical delivery transit times.

Revenue from shipping and handling is recorded in net sales while the related costs are included in cost of sales in the consolidated statements of operations.

For products shipped directly to our customers from our suppliers (referred to as "drop ship"), we record gross sales upon customer receipt based on the price paid by the customers as we have determined that we are the principal party responsible for the sale transaction.

Sales from the Brand Portfolio segment are recognized upon transfer of control.

Generally, our wholesale customers arrange their own transportation of merchandise and control is transferred at the time of shipment.

Sales are recorded at the transaction price, excluding sales tax, net of estimated reserves for customer returns, allowances and discounts.

Direct-to-consumer sales are also recognized upon shipment of merchandise, net of estimated returns and exclude sales tax.

First Cost commission income is recognized at the point in time when the customer's freight forwarder takes control of the related merchandise.

Gift Cards- Amounts received from the sale of gift cards are recorded as a liability and are recognized as sales when the cards are redeemed for merchandise.

Based on historical information, the likelihood of a gift card remaining unredeemed (referred to as "breakage") can be reasonably estimated at the time of gift card issuance.

Breakage income is recognized over the estimated average redemption period of redeemed gift cards.

Loyalty Programs- We offer loyalty programs to our customers in the U.S.

Members under the programs earn points based on their level of spending, as well as for various other activities.

Upon reaching a specified point threshold, members receive reward certificates that may be redeemed for purchases made within the stated expiration date.

We record a reduction of net sales when points are awarded based on an allocation of the initial customer purchase and the stand-alone value of the points earned.

We maintain a deferred liability for the outstanding points and certificates based on historical conversion and redemption rates.

The deferred liability is reduced and sales are recognized when certificates are redeemed or when points and certificates expire.

Cost of Sales- Cost of sales from the U.S.

Retail and Canada Retail segments is recognized net of estimated returns.

In addition to the cost of merchandise sold, which includes freight and the impact of markdowns, shrink and other inventory valuation adjustments, we include in cost of sales expenses associated with distribution and fulfillment and store occupancy.

Distribution and fulfillment expenses comprise of labor costs, rent, depreciation, insurance, utilities, maintenance and other operating costs associated with the operations of the distribution and fulfillment centers.

Store occupancy expenses include rent, utilities, repairs, maintenance, insurance, janitorial costs, and occupancy-related taxes, but exclude depreciation.

Cost of sales from the Brand Portfolio segment is recognized net of estimated returns.

In addition to the cost of merchandise sold, which includes freight and the impact of inventory valuation adjustments, we include in cost of sales royalty expense for licensed brands.

Operating Expenses- Operating expenses include expenses related to store management and store payroll costs, advertising, store depreciation, new store costs, design, sourcing and distribution costs associated with the Brand Portfolio segment, and corporate expenses.

Corporate expenses include expenses related to buying, information technology, depreciation and amortization expense for corporate assets, marketing, legal, finance, outside professional services, customer service center expenses, and payroll-related costs for associates.

Stock-Based Compensation- We recognize compensation expense for awards of stock options, restricted stock units ("RSUs"), and director stock units, based on the fair value on the grant date and on a straight-line basis over the requisite service period for the awards that are expected to vest, with forfeitures estimated based on our historical experience and future expectations.

Stock-based compensation is included in operating expenses in the consolidated statements of operations.

New Store Opening Costs- Costs associated with the opening of new stores are expensed as incurred.

During fiscal 2020, 2019 and 2018, new store opening costs, primarily pre-opening rent and marketing expenses, were $ 2.7 million, $ 2.6 million and $ 2.8 million, respectively.

Marketing Expense- The cost of advertising is generally expensed when the advertising first takes place or when mailed.

During fiscal 2020, 2019 and 2018, marketing costs were $ 131.7 million, $ 123.9 million and $ 121.4 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Non-Operating Income (Expenses), Net- Non-operating income (expenses), net, includes gains and losses from foreign currency revaluation, realized gains and losses related to our investment portfolio, and fair value adjustments of pre-existing assets as a result of the acquisition of the remaining interest in TSL.

Income Taxes- We account for income taxes under the asset and liability method.

We determine the aggregate amount of income tax expense to accrue and the amount that will be currently payable based upon tax statutes of each jurisdiction in which we do business.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating loss and tax credit carryforwards, as measured using enacted tax rates expected to be in effect in the periods when temporary differences are expected to be realized or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable.

We review and update our tax positions as necessary to add any new uncertain tax positions taken, or to remove previously

identified uncertain positions that have been adequately resolved.

Additionally, uncertain positions may be remeasured as

warranted by changes in facts or law.

Accounting for uncertain tax positions requires estimating the amount, timing and

likelihood of ultimate settlement.

Although we believe that these estimates are reasonable, actual results could differ from

these estimates.

Cash, Cash Equivalents, and Restricted Cash - Cash and cash equivalents represent cash, money market funds and credit card receivables that generally settle within three days.

Restricted cash represented cash that is restricted as to withdrawal or usage and consisted of a mandatory cash deposit for certain outstanding letters of credit.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:

(in thousands) January 30, 2021 February 1, 2020 February 2, 2019

Cash and cash equivalents $ 59,581 $ 86,564 $ 99,369

Restricted cash, included in prepaid expenses and other current assets — — 1,199

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 59,581 $ 86,564 $ 100,568

Investments - We determine the balance sheet classification of investments at the time of purchase and evaluate the classification at each balance sheet date.

All income generated from these investments is recorded as interest income.

For prior period investments, we held securities in bonds and term notes that were classified as available-for-sale, which was based on our intention of the use of the investments.

The unrealized holding gains or losses for the available-for-sale securities were reported in other comprehensive income (loss).

We account for our purchases and sales of investments on the trade date of the investment.

We account for investments using the equity method of accounting when we exercise significant influence over the investment.

If we do not exercise significant influence, we account for the investment using the cost method of accounting.

Cost method investments are included in other assets on the consolidated balance sheets.

We evaluate our investments for impairment and whether impairment is other-than-temporary at each balance sheet date.

Receivables, net - Receivables are classified as current assets because the average collection period is generally shorter than one year.

We monitor our exposure for credit losses based upon specific receivable balances and we record related allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.

We utilize an unrelated third-party provider for credit and collection services for receivables from the sale of wholesale products to certain retailers.

This third-party provider guarantees payment for the majority of the serviced receivables.

Inventories- All of our inventory is made up of finished goods.

Retail segment inventory is accounted for using the retail inventory method and is stated at the lower of cost or market.

The cost basis of inventories reflected on the balance sheet is decreased by charges to cost of sales at the time the retail value of the inventory is lowered by markdowns.

As a result, earnings are negatively impacted as the merchandise is marked down prior to sale.

The Canada Retail segment and the Brand Portfolio segment inventory is accounted for using the moving average cost method and is stated at the lower of cost or net realizable value.

We monitor aged inventory for obsolete

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and slow-moving inventory that may need to be liquidated in the future at amounts below cost.

Reductions to inventory values establish a new cost basis.

Favorable changes in facts or circumstances do not result in an increase in the newly established cost basis.

We perform physical inventory counts or cycle counts on all inventory on hand throughout the year and adjust the recorded balance to reflect the results.

We record estimated shrink between physical inventory counts, based on historical experience and recent results, less amounts realized.

Inherent in the calculation of inventories are certain significant judgments and estimates, including setting the original merchandise retail value, markdowns, shrink, and liquidation values.

The ultimate amount realized from the sale of inventory and write offs from counts could differ from management estimates.

Concentration of Risks- We are subject to risk due to concentration of merchandise coming from China.

All of the products we manufacture in the Brand Portfolio segment come from third-party facilities outside of the U.S., with 73 % of units sourced from China, whereas our U.S.

Retail and Canada Retail merchandise is purchased from both domestic and foreign vendors.

Many of our domestic vendors import a large portion of their merchandise from abroad, with the majority manufactured in China.

We are also subject to concentration of vendor risk within the U.S.

Retail and Canada Retail segments.

During fiscal 2020, three key third-party vendors together supplied approximately 22 % of our retail merchandise.

Financial instruments, which principally subject us to concentration of credit risk, consist of cash and cash equivalents and investments.

We invest excess cash when available through financial institutions in money market accounts and investment securities.

At times, such amounts invested through banks may be in excess of Federal Deposit Insurance Corporation insurance limits, and we mitigate the risk by utilizing multiple banks.

Fair Value- Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to the subjectivity associated with the inputs to fair value measurements as follows:

• Level 1 - Quoted prices in active markets for identical assets or liabilities.

• Level 2 - Quoted prices for similar assets or liabilities in active markets or inputs that are observable.

• Level 3 - Unobservable inputs in which little or no market activity exists.

We measure available-for-sale investments at fair value on a recurring basis.

These investments are measured using a market-based approach using inputs such as prices of similar assets in active markets (categorized as Level 2).

The carrying value of cash and cash equivalents, receivables and accounts payables approximated their fair values due to their short-term nature.

The fair value of borrowings under our senior secured asset-based revolving credit facility ("ABL Revolver") and our previous senior unsecured revolving credit agreement ("Credit Facility") approximated the carrying value.

As of January 30, 2021, the fair value of borrowings under our senior secured term loan ("Term Loan") was $ 254.1 million compared to the carrying value of $ 243.8 million .

The fair value of debt borrowings was estimated based on current interest rates offered for similar instruments (categorized as Level 2).

Property and Equipment, net- Property and equipment, net, are stated at cost less accumulated depreciation determined by the straight-line method over the expected useful life of assets.

The net book value of property or equipment sold or retired is removed from the asset and related accumulated depreciation accounts with any resulting net gain or loss included in results of operations.

The estimated useful lives by class of asset are as follows:

Buildings 39 years

Building and leasehold improvements 3 to 20 years or the lease term if shorter

Furniture, fixtures and equipment 3 to 10 years

Software 5 to 10 years

Internal Use Software Costs- Costs related to software developed or obtained for internal use are expensed as incurred until the application development stage has been reached.

Once the application development stage has been reached, certain qualifying costs are capitalized until the software is ready for its intended use.

If a cloud computing arrangement includes a software

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

license, the software license element of the arrangement is accounted for in a manner consistent with the acquisition of other software licenses.

If the arrangement does not include a software license, the arrangement is accounted for as a service contract.

Leases- A lease liability for new leases is recorded based on the present value of future fixed lease commitments with a corresponding lease asset.

For leases classified as operating leases, we recognize a single lease cost on a straight-line basis based on the combined amortization of the lease liability and the lease asset.

Other leases will be accounted for as finance arrangements.

For real estate leases, we are generally required to pay base rent, real estate taxes, and insurance, which are considered lease components, and maintenance, which is a non-lease component.

We have elected to not separate non-lease payment components from the associated lease component for all new real estate leases.

We determine the discount rate for each lease by estimating the rate that we would be required to pay on a secured borrowing for an amount equal to the lease payments over the lease term.

The majority of our real estate leases provide for renewal options, which are typically not included in the lease term used for measuring the lease assets and lease liabilities as it is not reasonably certain we will exercise renewal options.

We monitor for events or changes in circumstances that may require a reassessment of our leases and determine if a remeasurement is required.

In response to the COVID-19 outbreak, we negotiated deferrals of lease payments to be repaid over various periods, with no substantive changes to the total consideration without a change in the terms.

We have elected to treat these changes as modifications to our leases, resulting in remeasuring the related lease assets and liabilities and including non-lease components per our policy.

Impairment of Long-Lived Assets- We periodically evaluate the carrying amount of our long-lived assets, primarily operating lease assets, property and equipment and definite-lived intangible assets, when events and circumstances warrant such a review to ascertain if any assets have been impaired.

The reviews are conducted at the lowest identifiable level.

The carrying amount of a long-lived asset or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group.

The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value (categorized as Level 3 under the fair value hierarchy).

Fair value at the store level is typically based on projected discounted cash flows over the remaining lease term.

Refer to section above, Impacts of COVID-19 , regarding impairment charges of long-lived assets during fiscal 2020.

During fiscal 2019, we recorded impairment charges of $ 7.8 million, including $ 4.8 million for operating lease assets and other property and equipment in the Brand Portfolio segment related to the planned consolidation of certain locations as part of our integration efforts and $ 3.0 million primarily for operating lease assets related to under-performing stores ($ 2.3 million and $ 0.7 million for the U.S.

Retail and Canada Retail segments, respectively).

During fiscal 2018, we recorded impairment charges of $ 13.9 million for an abandoned corporate internal-use software that was under development and $ 5.1 million primarily for leasehold improvements related to under-performing stores.

Goodwill and Other Indefinite Lived Intangible Assets- We evaluate goodwill and other indefinite lived intangible assets for impairment annually during our fourth quarter, or more frequently if an event occurs or circumstances change that would indicate that impairment may exist.

When evaluating for impairment, we may first perform a qualitative assessment to determine whether it is more likely than not that there is an impairment.

If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying value exceeds its fair value, we will calculate the estimated fair value.

Fair value is typically calculated using a discounted cash flow analysis.

Where deemed appropriate, we may also utilize a market approach for estimating fair value.

Impairment charges are calculated as the amount by which the carrying amount exceeds its fair value, but not to exceed the carrying value for goodwill.

Refer to section above, Impacts of COVID-19 , regarding impairment charges of goodwill during fiscal 2020.

During fiscal 2018, we determined that the value of the acquired net assets of TSL exceeded its fair value based on the fair value of TSL using a discounted cash flow model (categorized as Level 3 under the fair value hierarchy).

As a result, we recorded a goodwill impairment charge of $ 41.8 million that resulted in impairing all of Canada Retail segment’s goodwill.

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.

The liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date.

Estimates for self-insurance reserves are calculated utilizing claims development estimates based on historical experience and other factors.

We have purchased stop loss insurance to limit our exposure on a per person basis for health and welfare and on a per claim basis for workers' compensation and general liability, as well as on an aggregate annual basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Translation and Transactions- Prior to our acquisition of the remaining interest in TSL, our equity investment in TSL and receivable from TSL, along with certain investments, were denominated in Canadian dollars ("CAD") and translated into USD at exchange rates in effect at the balance sheet date.

Each quarter, the income or loss from TSL was recorded in USD at the average exchange rate for the period.

The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss.

During fiscal 2018, as a result of the acquisition of TSL, we reclassified a net loss of $ 12.2 million of foreign currency translation related to the previously held balances from accumulated other comprehensive loss to non-operating expenses, net.

During fiscal 2018, TSL became a wholly owned subsidiary with CAD as its functional currency.

Assets and liabilities of the Canadian business are translated into USD at exchange rates in effect at the balance sheet date or historical rates as appropriate.

Each quarter, amounts included in our consolidated statements of operations from the Canadian business are translated at the average exchange rate for the period.

The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss.

Transaction gains and losses are included in the consolidated statements of operations.

Deferred Compensation Plans - We provide deferred compensation plans, including defined contribution plans to eligible associates and a non-qualified deferred compensation plan for certain executives and members of the Board of Directors.

Participants may elect to defer and contribute a portion of their eligible compensation to the plans up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws.

During fiscal 2020, 2019 and 2018, we recognized costs associated with matching contributions of $ 5.3 million, $ 5.9 million and $ 5.2 million, respectively.

Adoption of ASU 2016-13 , Measurement of Credit Losses on Financial Instruments - During the first quarter of fiscal 2020, we adopted Accounting Standards Update ("ASU") 2016-13, which replaces the previous incurred loss method used for determining credit losses on financial assets, including trade receivables, with an expected credit loss method.

The adoption of ASU 2016-13 did not have a material impact on our consolidated financial statements.

Adoption of ASU 2016-02, Leases- During the first quarter of fiscal 2019, we adopted the new accounting standard for leases, ASU 2016-02 and the related amendments.

We elected to initially apply ASU 2016-02 as of February 3, 2019, which resulted in a cumulative-effect adjustment that decreased retained earnings by $ 9.6 million for transition impairments related to previously impaired leased locations.

Periods prior to February 3, 2019 were not restated.

At transition, we elected the package of practical expedients, which allows us to carry forward the historical lease classification and not reassess whether any expired or existing contracts are leases or contain leases.

We did not elect the use of hindsight to determine the term of our leases at transition.

Prior to the adoption of ASU 2016-02, we recognized rent expense on a straight-line basis over the noncancelable terms of the lease and we recorded lease exit charges for reserves for leased spaces that were abandoned due to closure.

Using a credit-adjusted risk-free rate to calculate the present value of the liability, we estimated future lease obligations based on remaining fixed lease payments, estimated or actual sublease income, and any other relevant factors.

ACQUISITIONS AND EQUITY METHOD INVESTMENT

Step Acquisition of TSL- On May 10, 2018, we acquired the remaining interest in TSL for $ 36.2 million CAD ($ 28.2 million USD), net of acquired cash of $ 8.5 million CAD ($ 6.6 million USD), by exercising our call option.

This was accounted for as a step acquisition whereby we remeasured to fair value our previously held assets, which included our equity investment in TSL and receivables from TSL, and included these assets in the determination of the purchase price.

During fiscal 2018, as a result of the remeasurement, we recorded a loss of $ 34.0 million to non-operating expenses, net, in the consolidated statements of operations.

During fiscal 2018, our consolidated statements of operations included net sales and net losses for TSL of $ 220.3 million and $ 48.9 million, respectively, which included the pre-tax losses from the wind down of operations for the Town Shoes banner, the goodwill impairment charge of $ 41.8 million, long-lived asset impairment charges of $ 3.6 million and lease exit charges of $ 15.5 million.

Primarily in fiscal 2018, we incurred $ 3.1 million of acquisition-related costs as a result of the step acquisition (not included in the TSL net loss disclosed in the previous sentence), which were included in operating expenses in the consolidated statements of operations.

Acquisition of Camuto Group- On November 5, 2018, we completed the acquisition of all of the outstanding securities of Camuto Group for $ 166.3 million, net of acquired cash of $ 9.7 million and a working capital settlement of $ 5.0 million received during fiscal 2019.

The purchase price of the acquisition, along with the acquired equity investment in ABG-Camuto (discussed below), was funded with available cash and borrowings on the revolving line of credit of $ 160.0 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During fiscal 2018, our consolidated statements of operations included net sales from external customers and net losses for Camuto Group of $ 89.6 million and $ 16.2 million, respectively.

We incurred $ 22.2 million of acquisition-related costs as a result of the acquisition (not included in the Camuto Group net loss disclosed in the previous sentence), which were included in operating expenses in the consolidated statements of operations.

Equity Investment in ABG-Camuto- On November 5, 2018, we acquired a 40 % interest in the newly formed ABG-Camuto joint venture for $ 56.8 million in partnership with Authentic Brands Group LLC.

Also on November 5, 2018, ABG-Camuto acquired several intellectual property rights from the Sellers and entered into a licensing agreement with us, through which ABG-Camuto earns royalties from the net sales of Camuto Group under the brands acquired.

Activity related to our equity investment in ABG-Camuto was as follows:

(in thousands) 2020 2019 2018

Balance at beginning of period $ 57,760 $ 58,125 $ —

Initial investment in ABG-Camuto — — 56,827

Share of net earnings 9,329 10,149 1,298

Distributions received ( 8,491 ) ( 10,514 ) —

Balance at end of period $ 58,598 $ 57,760 $ 58,125

Combined Results- The following table provides the supplemental unaudited pro forma net sales and net income of the combined entity had the acquisition dates of TSL and Camuto Group and the investment in ABG-Camuto been the first day of our fiscal 2017:

(in thousands) Fiscal 2018

Net sales $ 3,562,498

Net income $ 74,367

The amounts in the supplemental pro forma results apply our accounting policies, eliminate intercompany transactions, assume the acquisition-related transaction costs were incurred in fiscal 2017, and reflect adjustments for additional expenses that would have been charged assuming borrowings on the revolving line of credit of $ 160.0 million and the same fair value adjustments to inventory, property and equipment, and acquired intangibles had been applied on the first day of our fiscal 2017.

Related to the TSL acquisition, the supplemental pro forma results also exclude the loss related to the remeasurement of previously held assets, the net loss of foreign currency translation related to the previously held balances from accumulated other comprehensive loss, and the goodwill impairment charge.

Because the ABG-Camuto investment was integral to the Camuto Group acquisition, the supplemental pro forma results include royalty expenses that would be due to ABG-Camuto using the guaranteed minimum royalties per the license agreement and the related earnings from our equity investment in ABG-Camuto had the transactions occurred on the first day of our fiscal 2017.

Accordingly, these supplemental pro forma results have been prepared for comparative purposes only and are not intended to be indicative of results of operations that would have occurred had the acquisitions actually occurred in the prior year period or indicative of the results of operations for any future period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Disaggregation of Net Sales- The following table presents net sales disaggregated by product and service category for each segment:

(in thousands) 2020 2019 2018

Retail segment:

Women's footwear $ 1,161,836 $ 1,853,265 $ 1,866,121

Men's footwear 386,338 539,917 561,722

Kids' footwear 151,121 158,261 118,859

Accessories and other 101,028 193,952 192,287

1,800,323 2,745,395 2,738,989

Canada Retail segment:

Women's footwear 92,623 133,762 123,323

Men's footwear 45,665 63,140 57,567

Kids' footwear 37,233 40,995 30,216

Accessories and other 7,138 11,120 9,219

182,659 249,017 220,325

Brand Portfolio segment:

Wholesale 197,940 379,698 86,209

Commission income 18,509 26,424 3,894

Direct-to-consumer 32,197 42,163 9,709

248,646 448,285 99,812

Other 62,909 122,090 128,968

Total segment net sales 2,294,537 3,564,787 3,188,094

Elimination of intersegment sales ( 59,818 ) ( 72,100 ) ( 10,176 )

Total net sales $ 2,234,719 $ 3,492,687 $ 3,177,918

Deferred Revenue Liabilities- We record deferred revenue liabilities, included in accrued expenses on the consolidated balance sheets, for remaining obligations we have to our customers.

The following table presents the changes and total balances for gift cards and our loyalty programs:

(in thousands) 2020 2019 2018

Beginning of period $ 35,461 $ 34,998 $ 32,792

Gift cards redeemed and breakage recognized to net sales ( 59,173 ) ( 91,000 ) ( 90,569 )

Gift cards issued 58,154 91,463 92,775

End of period $ 34,442 $ 35,461 $ 34,998

Loyalty programs:

Beginning of period $ 16,138 $ 16,151 $ 21,282

Loyalty certificates redeemed and expired and other adjustments recognized to net sales ( 25,049 ) ( 37,311 ) ( 41,210 )

Deferred revenue for loyalty points issued 20,290 37,298 36,079

End of period $ 11,379 $ 16,138 $ 16,151

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Customer Allowances- We reduce sales by the amount of actual and remaining expected customer allowances, discounts and returns, and cost of sales by the amount of merchandise we expect to recover.

Customer allowances are provided to our wholesale customers for margin assistance, co-op advertising support, and various other deductions.

We estimate the reserves needed for margin assistance by reviewing inventory levels held by retailers, expected markdowns, gross margins realized, and other performance indicators.

Product returns and other customer deductions are estimated based on anticipated future returns using historical experience and trends.

Co-op advertising allowances are estimated based on arrangements with customers.

Customer allowance reserves are included in accrued expenses on the consolidated balance sheets.

The following table presents the changes and total balances for sales reserves:

(in thousands) 2020 2019 2018

Sales returns reserve:

Beginning of period $ 21,408 $ 17,743 $ 14,130

Net sales reduced for estimated returns 279,923 448,886 402,274

Actual returns during the period ( 283,998 ) ( 445,221 ) ( 398,661 )

End of period $ 17,333 $ 21,408 $ 17,743

Customer allowances and discounts reserve:

Beginning of period $ 11,528 $ 13,094 $ —

Assumed liability in acquisitions and measurement period adjustments — ( 3,267 ) 15,434

Net sales reduced for estimated allowances and discounts 14,363 43,733 10,669

Actual allowances and discounts during the period ( 21,312 ) ( 42,032 ) ( 13,009 )

End of period $ 4,579 $ 11,528 $ 13,094

As of January 30, 2021, February 1, 2020 and February 2, 2019, the asset for recovery of merchandise returns was $ 8.4 million, $ 11.9 million and $ 10.1 million, respectively, and is included in prepaid expenses and other current assets on the consolidated balance sheets.

RELATED PARTY TRANSACTIONS

Schottenstein Affiliates

As of January 30, 2021, the Schottenstein Affiliates consisted of entities owned or controlled by Jay L.

Schottenstein, the executive chairman of our Board of Directors, and members of his family.

As of January 30, 2021, the Schottenstein Affiliates beneficially owned approximately 16 % of the Company's outstanding common shares, representing approximately 52 % of the combined voting power, consisting of, in the aggregate, 3.9 million Class A common shares and 7.7 million Class B common shares.

The following summarizes the related party transactions with Schottenstein Affiliates for the relevant periods:

Leases- We lease our fulfillment center and certain store locations owned by Schottenstein Affiliates.

See Note 14, Leases , for rent expense and future minimum lease payment requirements associated with the Schottenstein Affiliates.

Other Purchases and Services - During fiscal 2020, 2019 and 2018, we had other purchases and services we incurred from the Schottenstein Affiliates of $ 4.8 million, $ 6.0 million and $ 6.5 million, respectively.

Due to Related Parties- As of January 30, 2021 and February 1, 2020, we had amounts due to the Schottenstein Affiliates of $ 1.2 million and $ 0.9 million, respectively, included in accounts payable on the consolidated balance sheets.

We have a 40 % interest in our equity investment in ABG-Camuto.

We entered into a licensing agreement with ABG-Camuto, pursuant to which we pay royalties on the net sales of the brands owned by ABG-Camuto, subject to guaranteed minimums.

For both fiscal 2020 and 2019, we recorded $ 18.2 million of royalty expense payable to ABG-Camuto, respectively.

See Note 15, Commitments and Contingencies - Contractual Obligations , for future guaranteed minimum royalty payment requirements to ABG-Camuto.

Amounts due to ABG-Camuto for all periods presented were immaterial.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is based on net income (loss) and the weighted average of Class A and Class B common shares outstanding.

Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options and RSUs calculated using the treasury stock method.

The following is a reconciliation of the number of shares used in the calculation of earnings (loss) per share:

(in thousands) 2020 2019 2018

Weighted average basic shares outstanding

72,198 73,602 80,026

Dilutive effect of stock-based compensation awards

Weighted average diluted shares outstanding

72,198 74,605 80,026

For fiscal 2020, 2019 and 2018, the number of potential shares that were not included in the computation of diluted earnings (loss) per share due to the anti-dilutive effect was 5.9 million, 3.2 million and 3.2 million, respectively.

STOCK-BASED COMPENSATION

2014 Long-Term Incentive Plan (the "Plan") provides for the issuance of stock-based compensation awards for eligible recipients.

The Plan replaced the DSW Inc.

2005 Equity Incentive Plan but did not affect awards granted under that plan, some of which remain outstanding.

Eligible recipients include key associates as well as directors.

The maximum number of shares of Class A common shares underlying awards which may be issued over the term of the Plan cannot exceed 11.0 million shares.

As of January 30, 2021, 9.2 million shares of Class A common shares remain available for future stock-based compensation grants under the Plan.

Stock-based compensation expense consisted of the following:

(in thousands) 2020 2019 2018

Stock options $ 1,467 $ 2,079 $ 4,900

Restricted and director stock units 18,769 14,980 12,493

$ 20,236 $ 17,059 $ 17,393

Stock Options- Stock options were granted with an exercise price per share equal to the fair market value of our common stock on the grant date.

Stock options generally vest 20 % per year on a cumulative basis and remain exercisable for a period of 10 years from the date of grant.

Stock option activity for the periods presented and unvested options as of January 30, 2021 was immaterial.

Restricted Stock Units- Grants of time-based RSUs generally cliff vest over three years and performance-based RSUs generally cliff vest over three years based upon the achievement of pre-established goals as of the end of the first year of the term.

RSUs receive dividend equivalents in the form of additional restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award.

The grant date fair value of RSUs is based on the closing market price of the Class A common shares on the date of the grant.

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the stock-based compensation award activity for unvested stock units for fiscal 2020:

Time-Based RSUs Performance-Based RSUs

(shares in thousands) Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value

Outstanding - beginning of period 1,687 $ 21.37 768 $ 21.24

Granted 5,880 $ 6.57 11 $ 5.49

Vested ( 358 ) $ 19.58 ( 226 ) $ 19.74

Forfeited ( 764 ) $ 10.41 ( 13 ) $ 21.94

Outstanding - end of period 6,445 $ 9.20 540 $ 21.84

The total fair value of time-based RSUs that vested during fiscal 2020, 2019 and 2018 was $ 6.5 million, $ 3.8 million and $ 1.7 million, respectively.

As of January 30, 2021, the total compensation cost related to unvested time-based RSUs not yet recognized was $ 27.9 million, with a weighted average expense recognition period remaining of 2.1 years.

The total fair value of performance-based RSUs that vested during fiscal 2020, 2019 and 2018 was $ 4.0 million, $ 3.9 million and $ 3.2 million, respectively.

As of January 30, 2021, the total compensation cost related to unvested performance-based RSUs not yet recognized was approximately $ 2.3 million, with a weighted average expense recognition period remaining of 1.0 year.

Director Stock Units- We issue stock units to directors who are not associates.

Stock units are automatically granted to each director on the date of each annual meeting of shareholders based on the closing market price of the Class A common shares.

In addition, each director eligible to receive compensation for board service may elect to have the cash portion of such compensation paid in the form of stock units.

Stock units granted to directors vest immediately and directors are given the option to settle their units 30 days after the grant date, at a specified date more than 30 days following the grant date, or upon completion of service.

Stock units granted to directors not yet settled, which are not subject to forfeiture, are considered to be outstanding for the purposes of computing basic earnings (loss) per share.

As of January 30, 2021, we had 0.4 million director stock units not yet settled.

SHAREHOLDERS' EQUITY

Shares- Our Class A common shares are listed for trading under the ticker symbol "DBI" on the New York Stock Exchange.

There is currently no public market for the Company's Class B common shares, but the Class B common shares can be exchanged for the Company's Class A common shares at the election of the holder on a share for share basis.

Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval.

The following table provides additional information for our common shares:

January 30, 2021 February 1, 2020

(in thousands) Class A Class B Class A Class B

Authorized shares 250,000 100,000 250,000 100,000

Issued shares 86,835 7,733 86,202 7,733

Outstanding shares 64,666 7,733 64,033 7,733

Treasury shares 22,169 — 22,169 —

We have authorized 100 million shares of no -par value preferred shares with no shares issued for any of the periods presented.

Share Repurchases - On August 17, 2017, the Board of Directors authorized the repurchase of an additional $ 500 million of Class A common shares under our share repurchase program, which was added to the $ 33.5 million remaining from the previous authorization, with $ 334.9 million of Class A common shares that remain authorized under the program as of January 30, 2021.

The share repurchase program is subject to the ABL Revolver and Term Loan restrictions and may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our common shares under the program.

Any share repurchases will be completed in the open market at times and in amounts considered appropriate based on price and market conditions.

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accumulated Other Comprehensive Loss- Changes for the balances of each component of accumulated other comprehensive loss were as follows (all amounts are net of tax):

(in thousands)

Foreign Currency Translation Available-for-Sale Securities Total

Balance, February 3, 2018 $ ( 9,278 ) $ ( 796 ) $ ( 10,074 )

Other comprehensive income (loss) before reclassifications ( 7,013 ) 192 ( 6,821 )

Amounts reclassified to non-operating expenses, net 13,963 226 14,189

Other comprehensive income 6,950 418 7,368

Balance, February 2, 2019 ( 2,328 ) ( 378 ) ( 2,706 )

Other comprehensive income (loss) before reclassifications ( 340 ) 609 269

Amounts reclassified to non-operating expenses, net — ( 58 ) ( 58 )

Other comprehensive income (loss) ( 340 ) 551 211

Balance, February 1, 2020 ( 2,668 ) 173 ( 2,495 )

Other comprehensive income (loss) before reclassifications ( 618 ) 195 ( 423 )

Amounts reclassified to non-operating income, net — ( 368 ) ( 368 )

Other comprehensive loss ( 618 ) ( 173 ) ( 791 )

Balance, January 30, 2021 $ ( 3,286 ) $ — $ ( 3,286 )

Receivables, net, consisted of the following:

(in thousands) January 30, 2021 February 1, 2020

Customer accounts receivables:

Serviced by third-party provider with guaranteed payment $ 29,615 $ 54,209

Serviced by third-party provider without guaranteed payment 363 365

Serviced in-house 4,576 7,630

Income tax receivable 149,824 —

Other receivables 12,865 28,166

Total receivables 197,243 90,370

Allowance for doubtful accounts ( 1,194 ) ( 1,219 )

$ 196,049 $ 89,151

The following presents the activity in our balance in the allowance for doubtful accounts:

(in thousands) 2020 2019 2018

Allowance for doubtful accounts - beginning of period $ ( 1,219 ) $ ( 939 ) $ —

Provision for bad debts ( 1,041 ) ( 1,446 ) ( 939 )

Recoveries and other adjustments 1,066 1,166 —

Allowance for doubtful accounts - end of period $ ( 1,194 ) $ ( 1,219 ) $ ( 939 )

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investments in available-for-sale securities consisted of the following:

(in thousands) January 30, 2021 February 1, 2020

Carrying value of investments $ — $ 24,831

Unrealized gains included in accumulated other comprehensive loss — 143

Fair value $ — $ 24,974

PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following:

(in thousands) January 30, 2021 February 1, 2020

Land $ 1,110 $ 1,110

Buildings 12,485 12,485

Building and leasehold improvements 446,937 449,958

Furniture, fixtures and equipment 471,586 482,573

Software 194,064 189,291

Construction in progress 10,659 32,645

Total property and equipment 1,136,841 1,168,062

Accumulated depreciation and amortization ( 840,372 ) ( 773,053 )

$ 296,469 $ 395,009

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL AND INTANGIBLE ASSETS

Goodwill- Activity related to our goodwill was as follows:

January 30, 2021 February 1, 2020

(in thousands) Goodwill Accumulated Impairments Net Goodwill Accumulated Impairments Net

Beginning of period by segment:

Retail $ 93,655 $ — $ 93,655 $ 25,899 $ — $ 25,899

Canada Retail 41,610 ( 41,610 ) — 42,048 ( 42,048 ) —

Brand Portfolio 19,989 — 19,989 63,614 — 63,614

155,254 ( 41,610 ) 113,644 131,561 ( 42,048 ) 89,513

Activity by segment:

Allocation of goodwill from Brand Portfolio — — — 67,756 — 67,756

Canada Retail -

Currency translation adjustment 1,476 ( 1,476 ) — ( 438 ) 438 —

Brand Portfolio:

Impairment charges — ( 19,989 ) ( 19,989 ) — — —

Purchase price and allocation adjustments — — — 24,131 — 24,131

Allocation of goodwill to U.S.

Retail — — — ( 67,756 ) — ( 67,756 )

1,476 ( 21,465 ) ( 19,989 ) 23,693 438 24,131

End of period by segment:

Retail 93,655 — 93,655 93,655 — 93,655

Canada Retail 43,086 ( 43,086 ) — 41,610 ( 41,610 ) —

Brand Portfolio 19,989 ( 19,989 ) — 19,989 — 19,989

$ 156,730 $ ( 63,075 ) $ 93,655 $ 155,254 $ ( 41,610 ) $ 113,644

Intangible Assets- Intangible assets consisted of the following:

January 30, 2021 February 1, 2020

(in thousands) Cost Accumulated Amortization Net Cost Accumulated Amortization Net

Definite-lived customer relationships $ 2,909 $ ( 2,791 ) $ 118 $ 9,360 $ ( 2,044 ) $ 7,316

Indefinite-lived trademarks and tradenames 15,517 — 15,517 15,530 — 15,530

$ 18,426 $ ( 2,791 ) $ 15,635 $ 24,890 $ ( 2,044 ) $ 22,846

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACCRUED EXPENSES

Accrued expenses consisted of the following:

(in thousands) January 30, 2021 February 1, 2020

Gift cards $ 34,442 $ 35,461

Accrued compensation and related expenses 49,864 26,768

Accrued taxes 24,206 19,399

Loyalty programs deferred revenue 11,379 16,138

Sales returns 17,333 21,408

Customer allowances and discounts 4,579 11,528

Other 58,523 63,562

$ 200,326 $ 194,264

Debt consisted of the following:

(in thousands) January 30, 2021 February 1, 2020

ABL Revolver $ 100,000 $ —

Term Loan 243,750 —

Credit Facility — 190,000

Total debt 343,750 190,000

Less unamortized Term Loan debt issuance costs ( 8,931 ) —

Less current maturities of long-term debt ( 62,500 ) —

Long-term debt $ 272,319 $ 190,000

As of January 30, 2021, future maturities of debt are as follows:

(in thousands)

Fiscal 2021 $ 62,500

Fiscal 2022 12,500

Fiscal 2023 12,500

Fiscal 2024 12,500

Fiscal 2025 243,750

Total $ 343,750

ABL Revolver- On August 7, 2020, we replaced our Credit Facility with the ABL Revolver, which provides a revolving line of credit of up to $ 400.0 million, including a Canadian sub-limit of up to $ 20.0 million, a $ 50.0 million sub-limit for the issuance of letters of credit, a $ 40.0 million sub-limit for swing loan advances for U.S.

borrowings, and a $ 2.0 million sub-limit for swing loan advances for Canadian borrowings.

Our ABL Revolver matures in August 2025 and is secured by substantially all of our personal property assets, including a first priority lien on credit card receivables and inventory and a second priority lien on personal property assets that constitute first priority collateral for the Term Loan.

The amount of credit available is limited to a borrowing base based on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves.

As of January 30, 2021, the ABL Revolver had a borrowing base of $ 400.0 million, with $ 100.0 million outstanding and $ 5.3 million in letters of credit issued, resulting in $ 294.7 million available for borrowings.

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Borrowings and letters of credit issued under the ABL Revolver accrue interest, at our option, at a rate equal to:

(A) a base rate per annum equal to the greatest of (i) the prime rate, (ii) the overnight bank funding rate plus 0.5 %, and (iii) the adjusted one-month London Interbank Offered Rate ("LIBOR") (as defined) plus 1.0 %;

or (B) an adjusted LIBOR per annum (subject to a floor of 0.75 %), plus, in each instance, an applicable rate to be determined based on average availability, with an interest rate of 3.25 % as of January 30, 2021.

Commitment fees are based on the unused portion of the ABL Revolver.

Interest expense related to the ABL Revolver includes interest on borrowings and letters of credit, commitment fees and the amortization of debt issuance costs.

Term Loan- On August 7, 2020, we also entered into a $ 250.0 million Term Loan.

The Term Loan requires minimum quarterly principal payments with the remaining outstanding balance due in August 2025.

The Term Loan has limited prepayment requirements under certain conditions.

The Term Loan is collateralized by a first priority lien on substantially all of our personal and real property (subject to certain exceptions), including investment property and intellectual property, and by a second priority lien on certain other personal property, primarily credit card receivables and inventory, that constitute first priority collateral for the ABL Revolver.

Borrowings under the Term Loan accrue interest, at our option, at a rate equal to:

(A) a base rate per annum equal to the greater of (i) 3.25 %, (ii) the prime rate, (iii) the overnight bank funding rate plus 0.5 %, and (iv) the adjusted one-month LIBOR plus 1.0 %, plus, in each instance, 7.5 %;

or (B) an adjusted LIBOR per annum (subject to a floor of 1.25 %), plus 8.5 %, with an interest rate of 9.75 % (effective interest rate of 11.81 % when including the amortization of debt issuance costs) as of January 30, 2021.

Debt Covenants- The ABL Revolver contains a minimum availability covenant where an event of default shall occur if availability is less than the greater of $ 30.0 million or 10.0 % of the maximum credit amount.

The Term Loan includes a springing covenant imposing a minimum earnings before interest, taxes, depreciation, and amortization covenant, which arises when liquidity is less than $ 150.0 million.

In addition, the ABL Revolver and the Term Loan each contain customary covenants restricting our activities, including limitations on the ability to sell assets, engage in acquisitions, enter into transactions involving related parties, incur additional debt, grant liens on assets, pay dividends or repurchase stock, and make certain other changes.

There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment conditions.

We are restricted from paying dividends or repurchasing stock until the third quarter of fiscal 2021 at the earliest, after which certain limitations apply.

Both the ABL Revolver and the Term Loan contain customary events of default with cross-default provisions.

Upon an event of default that is not cured or waived within the cure periods, in addition to other remedies that may be available to the lenders, the obligations may be accelerated, outstanding letters of credit may be required to be cash collateralized and remedies may be exercised against the collateral.

As of January 30, 2021, we were in compliance with all financial covenants.

We lease our stores, fulfillment center and other facilities under operating lease arrangements with unrelated parties and related parties owned by the Schottenstein Affiliates.

We pay variable amounts for certain lease and non-lease components as well as for contingent rent based on sales for certain leases where the sales are in excess of specified levels and for leases that have certain contingent triggering events that are in effect.

We also lease equipment under operating leases.

We receive operating sublease income from unrelated third parties for leasing portions or all of certain properties.

Operating sublease income and operating expenses for these properties are included in operating expenses in our consolidated statements of operations.

Lease income and lease expense consisted of the following:

(in thousands) 2020 2019 2018

Operating sublease income $ 12,219 $ 9,601 $ 4,659

Operating lease expense:

Lease expense to unrelated parties $ 199,729 $ 213,156 $ 204,873

Lease expense to related parties 9,239 9,486 9,220

Variable lease expense to unrelated parties 63,881 53,239 23,822

Variable lease expense to related parties 1,341 1,283 —

$ 274,190 $ 277,164 $ 237,915

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other operating lease information:

Weighted-average remaining lease term 5.3 years

Weighted-average discount rate 4.0 %

As of January 30, 2021, our future fixed minimum lease payments are as follows:

(in thousands) Unrelated Parties Related Parties Total

Fiscal 2021 $ 267,251 $ 9,085 $ 276,336

Fiscal 2022 202,431 7,118 209,549

Fiscal 2023 159,705 4,573 164,278

Fiscal 2024 117,648 4,139 121,787

Fiscal 2025 83,705 3,919 87,624

Future fiscal years thereafter 156,796 7,434 164,230

987,536 36,268 1,023,804

Less discounting impact on operating leases ( 97,539 ) ( 3,744 ) ( 101,283 )

Total operating lease liabilities 889,997 32,524 922,521

Less current operating lease liabilities ( 236,813 ) ( 7,973 ) ( 244,786 )

Non-current operating lease liabilities $ 653,184 $ 24,551 $ 677,735

As of January 30, 2021, we have entered into lease commitments for nine new store locations and one store relocation where the leases have not yet commenced, and therefore the lease liabilities have not yet been recorded.

We expect the lease commencement to begin over the next three fiscal quarters for these locations and we will record additional operating lease liabilities of approximately $ 14.0 million.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings- We are involved in various legal proceedings that are incidental to the conduct of our business.

Although it is not possible to predict with certainty the eventual outcome of any litigation, we believe the amount of any potential liability with respect to current legal proceedings will not be material to the results of operations or financial condition.

As additional information becomes available, we will assess any potential liability related to pending litigation and revise the estimates as needed.

Insurance Recoveries- During fiscal 2020, we experienced lost sales and the related margins and recognized incremental losses due to an incident at a third-party vendor that resulted in a shutdown of services to us that impacted our ability to fulfill orders from customers for a limited period of time.

This incident is covered under an insurance policy that provides for reimbursement of lost profits and recognized losses as a result of the outage.

During fiscal 2020, we recognized insurance recovery gains of $ 3.0 million, recorded to cost of sales on the consolidated statements of operations, for recognized losses that we believe are probable of being reimbursed through the insurance policy.

Reimbursement for lost profits and any additional recoveries in excess of recognized losses are treated as gain contingencies and will be recognized when realized or realizable.

We will continue to work with the insurance carrier to reach an agreement on the total amount to be recovered.

Guarantee- We provide guarantees for lease obligations that are scheduled to expire in fiscal 2023 for locations that have been leased to third parties.

If a third party does not pay the rent or vacates the premise, we may be required to make full rent payments to the landlord.

As of January 30, 2021, the total future minimum lease payment requirements for these guarantees were approximately $ 15.9 million.

Contractual Obligations- As of January 30, 2021, we have entered into various noncancelable purchase and service agreements, including construction commitments for capital items to be purchased for projects that were under construction or for which a lease has been signed.

In addition, we have license agreements that allow us to use third-party owned brands, including a license agreement with ABG-Camuto (a related party), that have guaranteed minimum royalty payments.

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 30, 2021, our noncancelable purchase obligations and future guaranteed minimum royalty payments are as follows:

Guaranteed Minimum Royalties

(in thousands) Noncancelable Purchase Obligations Unrelated Parties Related Party Total

Fiscal 2021 $ 5,449 $ 19,253 $ 18,350 $ 37,603

Fiscal 2022 1,922 16,309 18,350 34,659

Fiscal 2023 1,521 15,309 18,350 33,659

Fiscal 2024 — 15,309 19,650 34,959

Fiscal 2025 — 6,984 19,650 26,634

Future fiscal years thereafter — 20,952 58,950 79,902

$ 8,892 $ 94,116 $ 153,300 $ 247,416

Income (loss) before income taxes and loss from equity investment in TSL consisted of the following:

(in thousands)

2020 2019 2018

Domestic income (loss) $ ( 559,120 ) $ 111,021 $ 123,172

Foreign income (loss), including loss from equity investment in TSL ( 49,527 ) 8,753 ( 113,805 )

Income (loss) before income taxes and loss from equity investment in TSL $ ( 608,647 ) $ 119,774 $ 9,367

Income tax provision (benefit) consisted of the following:

(in thousands)

2020 2019 2018

Federal $ ( 151,931 ) $ 21,196 $ 29,073

Foreign 1,451 205 188

State and local ( 3,840 ) 6,596 12,268

( 154,320 ) 27,997 41,529

Federal 23,601 ( 620 ) ( 2,234 )

Foreign 1,504 ( 1,241 ) ( 9,273 )

State and local 9,287 ( 859 ) ( 189 )

34,392 ( 2,720 ) ( 11,696 )

Income tax provision (benefit) $ ( 119,928 ) $ 25,277 $ 29,833

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following presents a reconciliation of the income tax provision (benefit) based on the U.S.

federal statutory tax rate to the total tax provision (benefit):

(in thousands) 2020 2019 2018

Income tax provision (benefit) at federal statutory rate $ ( 127,816 ) $ 25,152 $ 1,966

State and local taxes, net of federal benefit (provision) ( 23,678 ) 4,809 5,688

Foreign tax rate differential ( 3,000 ) 546 ( 3,270 )

Foreign impairment charges — — 11,196

Change in valuation allowance 87,579 ( 3,949 ) 8,157

Non-deductible compensation 3,617 344 2,219

CARES Act rate differential ( 57,894 ) — —

Change in uncertain tax positions ( 290 ) ( 527 ) 2,611

Net impact of implementing tax reform — — 2,144

Other 1,554 ( 1,098 ) ( 878 )

Income tax provision (benefit) $ ( 119,928 ) $ 25,277 $ 29,833

See Note 1, Significant Accounting Policies - Impacts of COVID-19 , for discussion of CARES Act rate differential and the change in valuation allowance.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows:

(in thousands) January 30, 2021 February 1, 2020

Deferred tax assets:

Operating lease liabilities $ 232,910 $ 259,846

Net operating losses 34,917 9,251

Stock-based compensation 11,782 10,987

Inventories 9,103 11,669

Accrued expenses 5,567 4,193

Intangible assets 5,031 442

State bonus depreciation 4,654 3,342

Loyalty programs deferred revenue 2,406 3,405

Gift cards 2,153 3,801

Other 3,824 4,459

312,347 311,395

valuation allowance ( 101,185 ) ( 9,472 )

Total deferred tax assets, net of valuation allowance 211,162 301,923

Deferred tax liabilities:

Operating lease assets ( 187,398 ) ( 242,733 )

Property and equipment ( 23,306 ) ( 25,359 )

Other ( 5,065 ) ( 3,977 )

( 215,769 ) ( 272,069 )

Net deferred tax assets (liabilities) $ ( 4,607 ) $ 29,854

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes are reported within the consolidated balance sheets as follows:

(in thousands) January 30, 2021 February 1, 2020

Deferred tax assets $ — $ 31,863

Deferred tax liabilities included in other non-current liabilities ( 4,607 ) ( 2,009 )

Net deferred tax assets (liabilities) as shown above $ ( 4,607 ) $ 29,854

As of January 30, 2021, the valuation allowance is primarily related to federal, state and foreign deferred tax assets.

Additionally, there are state and foreign net operating losses, which, if not utilized, a portion of the carryovers will begin to expire in fiscal 2025 and 2034, respectively .

The following presents the changes in valuation allowance:

(in thousands) 2020 2019 2018

Valuation allowance - beginning of period $ 9,472 $ 14,097 $ 2,736

Additions charged to income tax provision (benefit) 87,579 — 8,157

Additions related to acquisitions — — 6,124

Allowances taken or written off — ( 3,949 ) ( 2,920 )

Other adjustments 4,134 ( 676 ) —

Valuation allowance - end of period $ 101,185 $ 9,472 $ 14,097

We intend to continue to invest all of the earnings of foreign subsidiaries, as well as our capital in these subsidiaries, indefinitely outside of the U.S.

and we do not expect to incur any significant, additional taxes related to such amounts.

Changes in gross unrecognized tax benefits were as follows:

(in thousands) 2020 2019 2018

Unrecognized tax benefits - beginning of period $ 10,764 $ 11,608 $ 7,925

Additions for tax positions taken in the current year 603 1,692 4,105

Reductions for tax positions taken in prior years:

Changes in estimates — ( 340 ) —

Settlements ( 1,280 ) ( 2,196 ) ( 422 )

Unrecognized tax benefits - end of period $ 10,087 $ 10,764 $ 11,608

Of the total unrecognized tax benefits at January 30, 2021, February 1, 2020 and February 2, 2019, approximate ly $ 8.7 million, $ 9.2 million and $ 10.2 million, respectively, represent the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate in future periods.

While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, any changes are not expected to have a material impact on our financial position, results of operations or cash flows.

We recognize interest and penalties related to unrecognized tax benefits as a component of the income tax provision (benefit).

As of January 30, 2021, February 1, 2020 and February 2, 2019, interest and penalties were $ 2.6 million, $ 2.3 million and $ 1.8 million, respectively.

We are no longer subject to U.S.

federal income tax examinations for years prior to fiscal 2017 and state income tax examinations for years prior to fiscal 2016.

We have three state income tax returns in the process of examination at this time.

We estimate the range of possible changes that may result from any future tax examinations to be insignificant at this time.

DESIGNER BRANDS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT REPORTING

The following provides certain financial data by segment reconciled to the consolidated financial statements:

(in thousands) U.S.

Retail Canada Retail Brand Portfolio Other Corporate / Eliminations Total

External customer sales $ 1,800,323 $ 182,659 $ 188,828 $ 62,909 $ — $ 2,234,719

Intersegment sales — — 59,818 — ( 59,818 ) —

Total net sales $ 1,800,323 $ 182,659 $ 248,646 $ 62,909 $ ( 59,818 ) $ 2,234,719

Gross profit $ 242,786 $ 28,651 $ 36,393 $ 962 $ 2,449 $ 311,241

Income from equity investment in ABG-Camuto $ — $ — $ 9,329 $ — $ — $ 9,329

Cash paid for property and equipment $ 9,997 $ 3,420 $ 1,194 $ 67 $ 16,436 $ 31,114

Depreciation and amortization $ 47,083 $ 7,817 $ 5,433 $ 42 $ 27,651 $ 88,026

External customer sales $ 2,745,395 $ 249,017 $ 376,185 $ 122,090 $ — $ 3,492,687

Intersegment sales — — 72,100 — ( 72,100 ) —

Total net sales $ 2,745,395 $ 249,017 $ 448,285 $ 122,090 $ ( 72,100 ) $ 3,492,687

Gross profit (loss) $ 786,976 $ 79,850 $ 114,170 $ 26,065 $ ( 7,391 ) $ 999,670

Income from equity investment in ABG-Camuto $ — $ — $ 10,149 $ — $ — $ 10,149

Cash paid for property and equipment $ 36,302 $ 7,600 $ 3,574 $ 178 $ 30,166 $ 77,820

Depreciation and amortization $ 47,282 $ 9,583 $ 5,644 $ 372 $ 23,768 $ 86,649

External customer sales $ 2,738,989 $ 220,325 $ 89,636 $ 128,968 $ — $ 3,177,918

Intersegment sales — — 10,176 — ( 10,176 ) —

Total net sales $ 2,738,989 $ 220,325 $ 99,812 $ 128,968 $ ( 10,176 ) $ 3,177,918

Gross profit (loss) $ 840,174 $ 55,937 $ 18,920 $ 25,252 $ ( 1,594 ) $ 938,689

Income from equity investment in ABG-Camuto $ — $ — $ 1,298 $ — $ — $ 1,298

Cash paid for property and equipment $ 32,544 $ 6,396 $ 447 $ 147 $ 25,821 $ 65,355

Depreciation and amortization $ 49,552 $ 6,951 $ 1,971 $ 604 $ 19,970 $ 79,048

Retail and Brand Portfolio segments and Other net sales recognized are primarily based on sales to customers in the U.S., and Canada Retail segment net sales recognized are based on sales to customers in Canada.

Net sales realized from geographic markets outside of the U.S.

and Canada have collectively been immaterial.

As of January 30, 2021 and February 1, 2020, long-lived assets, consisting of property and equipment and operating lease assets, included $ 0.9 billion and $ 1.2 billion, respectively, in the U.S.

and $ 78.9 million and $ 114.5 million, respectively, in Canada, with only an immaterial amount in other countries.

No single customer accounts for 10% or more of consolidated total net sales.

However, the Brand Portfolio segment has four customers that make up approximately 50 % of its total net sales, excluding intersegment net sales, and the loss of any or all of these customers could have a material adverse effect on the Brand Portfolio segment.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures