Customer traffic is influenced by our marketing and our loyalty programs. We rely on our loyalty programs to drive customer traffic, sales, and purchase frequency. Loyalty members earn points toward discounts on future purchases through our VIP rewards programs in the U.S. and Canada. We employ a variety of marketing methods, including email, direct mail, and social media, to communicate exclusive offers to our rewards members. As of January 29, 2022, we have approximately 28 million members enrolled in our loyalty programs who have made at least one purchase over the last two years. In 2021, shoppers in the loyalty programs generated approximately 87% of the combined U.S. Retail and Canada Retail segments' net sales. In the event that our rewards members do not continue to shop, we fail to add new members, the number of members decreases, or our marketing is not effective in driving customer traffic, such event could have a material adverse effect on our business.

~~Our failure to retain our existing senior management team and to continue toattract qualified new personnel could have a material adverse effect on our business.~~

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

The loss or disruption of ~~information technology~~IT services could affect our ~~ability to implement our strategies~~operations and have a material adverse effect on our business.

Our ~~information technology~~IT systems are an integral part of our strategies infor efficiently operating our business, in managing operations, and protecting against security risks related to our electronic processing and transmitting of confidential customer and associate data. The requirements to keep our ~~information technology~~IT systems operating at peak performance may be higher than anticipated and could strain our capital resources, ~~management of~~as well as impact our ability to manage any system upgrades, ~~implementation of~~implement new systems, ~~and the related change~~make management ~~processes required with~~process changes for newly implemented systems, integrate new ~~systems~~businesses from transition service arrangements, and ~~our ability to~~ prevent any ~~future~~ information security breaches. In addition, any significant disruption of our data center could have a material adverse effect on ~~those~~our operations dependent on those systems, specifically, our store and e-commerce operations, our distribution centers, ~~and fulfillment center~~ and our merchandising team. While we maintain business interruption and property insurance, in the event of a data center shutdown, our insurance may not be sufficient to cover the impact to ~~the~~our business.

Our e-commerce operations are important to our business and are subject to various risks of operating online and mobile selling capabilities, such as the failure of our ~~information technology~~IT infrastructure, including any third-party hardware or software, resulting in downtime or other technical issues; ~~reliance on third-party logistics providers to deliver our products to customers;~~ inability to respond to technological ~~changes; violations of state or federal laws;~~changes, such as those related to artificial intelligence; credit card fraud; or other information security breaches. Failure to mitigate these risks could reduce e-commerce sales, damage our reputation, and have a material adverse effect on our business.

The implementation of new or updated IT systems could result in significant disruptions to our operations.

The interdependence of our systems creates significant risk to the successful completion of implementing new systems or upgrading existing systems, and the failure of any one system could have a material adverse effect on our overall IT infrastructure. We may experience difficulties as we transition to these new or upgraded systems and processes, including loss or corruption of data, decreases in productivity as our associates and third-party providers become familiar with new systems, and increased costs. Difficulties in implementing new or upgraded information systems or significant system failures could disrupt our operations and have a material adverse effect on our business and results of operations. If we are unable to successfully manage changes as we implement new or updated systems, including harmonizing our systems, data, processes, and reporting analytics, our ability to conduct, manage, and control routine business functions could be adversely affected. In addition, we could incur material, unanticipated expenses, including additional costs related to implementation.

We face risks related to our electronic processing of sensitive and confidential personal and business data. If such data ~~are~~is lost or disclosed in an unauthorized manner, or if we or our third-party vendors are subject to cyberattacks, data breaches, other security incidents, or disruption of ~~information technology~~IT systems or software, ~~such events~~we could ~~expose us~~be exposed to liability or experience reputational harm, which could ~~damage our reputation, and~~ have a material adverse effect on our business.

Given the nature of our business, we, together with third parties acting on our behalf, receive, collect, process, use, and retain sensitive and confidential customer and associate data ~~in addition to~~and proprietary business information. Our business relies on ~~information technology~~IT networks and systems to market and sell our products, process financial and personal information, manage a variety of business processes, and comply with regulatory, legal, and tax requirements. We also depend on a variety of information systems to effectively process customer orders and other data, for digital marketing activities, and for electronic communications ~~among~~with our associates, customers, prospective customers, and vendors. Some of our third-party service providers, such as identity verification and payment processing providers, also regularly have access to customer data. Additionally, we maintain other confidential, proprietary, or otherwise sensitive information relating to our business and ~~from~~ third parties.

The ~~information technology~~IT networks and systems owned, operated, controlled, or used by us or our vendors may be ~~vulnerable~~susceptible to damage, disruptions or shutdowns, software or hardware vulnerabilities, data breaches, security incidents, supply-side attacks, failures during the process of upgrading or replacing software, databases, or components, power outages, natural disasters, hardware failures, attacks by computer hackers, telecommunication failures, user errors, user malfeasance, computer viruses, unauthorized access, phishing or social engineering attacks, ransomware attacks, distributed denial-of-service attacks, brute force, robocalls, and other real or perceived cyberattacks or catastrophic events, ~~all~~any of which may not be prevented by our efforts to secure our computer systems. Any of these incidents could lead to interruptions or shutdowns of our platform, disruptions in our ability to process customer orders or to track, record, or analyze the sale of our products, loss or corruption of data, or unauthorized access to or acquisition of personal information or other sensitive information, such as our intellectual property. We utilize security tools and controls, ~~and also rely on~~which include reasonable efforts to ensure that our third-party vendors ~~to use~~maintain sufficient security measures, including encryption and authentication technology, in an effort to reduce our cyber risk and protect personal and other sensitive information. However, ~~advances~~none of our or our vendors' security measures can provide absolute security. Advances in computer capabilities, increasingly sophisticated tools and methods used by hackers and cyber terrorists, new discoveries in the field of cryptography, the potential use of artificial intelligence by cyber-attackers to develop malicious

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code and launch sophisticated phishing attempts, or other developments may result in our or our vendors' failure or inability ~~or the failure or inability of our vendors,~~ to adequately protect personal or other sensitive ~~information and there can be no assurance that~~information. Despite our or our vendors' security measures, we or our vendors ~~will not~~may suffer a cyberattack, ~~that~~ hackers or other unauthorized parties ~~will not~~may gain access to or exfiltrate personal information or other sensitive data, ~~or that~~and any such data compromise or unauthorized access ~~will~~may not be discovered in a timely fashion.

We rely on associates, contractors, and other third parties who may attempt to circumvent our security measures in order to obtain ~~such~~personal information or other sensitive data and may purposefully or inadvertently cause a breach involving such information. Actual or anticipated attacks may cause us to incur ~~increasing~~increased costs, including costs to deploy additional personnel and protection technologies, train associates, pay higher insurance premiums, and engage third-party specialists for additional services. An information security breach involving confidential and personal data could damage our reputation, ~~and~~adversely affect our customers' willingness to purchase from us, and adversely affect our vendors' willingness to supply or provide services to us. In addition, we may incur material liabilities and remediation costs as a result of an information security breach, including potential liability for stolen customer or associate data, costs relating to repairing system damage, or costs of providing credit monitoring or other benefits to customers or associates affected by the breach. ~~In the event~~If we experience an information security breach, our insurance may not be sufficient to cover the impact to ~~the~~our business. Although we have developed mitigating security controls to reduce our cyber risk and protect our data from loss or disclosure due to a security breach, including processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security.

We, and our third-party vendors, regularly experience cyberattacks aimed at disrupting services. Our third-party vendors have been and may be the victim of cyber-related attacks that could lead to operational disruptions that could have an adverse effect on our ability to fulfill customer orders. Security incidents, such as ransomware attacks, are becoming increasingly prevalent and severe, as well as increasingly difficult to detect. We, and our third-party vendors, have been subject to cyber, phishing, and social engineering attacks and other security incidents in the past and may continue to be subject to such attacks in the future. Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent actions by our associates, our third-party vendors, or their personnel, or other parties. If we or our third-party service providers experience security breaches that result in a decline in marketplace performance, availability problems, or the loss of, corruption of, unauthorized access to, or disclosure of personal data or confidential information, ~~people~~customers may become unwilling to provide us with the information necessary for such customers to make purchases on our ~~sites,~~e-commerce websites, and our reputation and market position could be harmed. Existing

customers may also decrease their purchases or close their accounts altogether. We could also face potential claims, investigations, regulatory proceedings, liability, and litigation, and could bear other substantial costs in connection with remediating and otherwise responding to any data security breach, all of which may not be adequately covered by insurance, and which may result in an increase in our costs for insurance or insurance not being available to us on economically feasible terms, or at all. Insurers may also deny us coverage as to any future claim. Any of these results could harm our growth prospects, financial condition, business, and reputation.

We, or third parties we rely on, may not be able to fully, continuously, and effectively implement security controls as intended. As described in Item 1C. Cybersecurity, we utilize a risk-based approach and exercise judgment to determine the security controls to implement, and it is possible that we may not implement appropriate controls if we do not recognize or if we underestimate a particular risk. In addition, security controls, no matter how well-designed or implemented, may only mitigate and not fully eliminate risks. Cybersecurity events, when detected by security tools or third parties, may not always be immediately understood or acted upon.

Our failure to protect the value of our banners, Owned Brands, or our reputation could have a material adverse effect on our brands.

~~The value of our brands~~Our success is largely dependent on ~~the success of~~ our ability to provide our customers with a merchandise assortment that they want and our ability to provide a consistent, ~~high quality~~high-quality customer experience. We ~~also~~ believe that maintaining and enhancing the reputation and recognition of our banners ~~particularly DSW, is~~and our Owned Brands are critical to our ability to expand and retain our customer base. Any negative publicity about us or the significant brands we offer may reduce demand for our merchandise. Failure to comply with ethical, social, product, labor, health and safety, accounting, or environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer actions. In addition, negative claims or publicity, including on social media, regarding celebrities with whom we have license and endorsement arrangements ~~with~~ could adversely affect our reputation and sales, regardless of whether such claims are accurate. Consumer actions could include boycotts and negative publicity through social or digital media. ~~Public~~Negative public perception about us or the products we carry, whether justified or not, could impair our reputation, ~~involve~~subject us into litigation, damage our ~~brand, and~~brands, or have a material adverse effect on our business.

~~The value~~

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We hold exclusive licensing rights that allow us to design, source, and sell footwear for certain of our brands may also depend on the success of our corporate social responsibility ("CSR") and sustainability initiatives, which require company-wide coordination and alignment. Risks associated with these initiatives include any increased public focus, including by governmental and nongovernmental organizations, new laws and regulations, increased costs associated with sustainability efforts and/or compliance with laws and regulations, as well as increased pressure to expand our CSR and sustainability disclosures in these areas, make commitments, set targets or establish additional goals and take actions to such targets and goals. All of the foregoing could expose us to market, operational and execution costs or risks. Any CSR or sustainability metrics that we currently or may in the future disclose, whether based on the standards we set for ourselves or those set by others, may influence our reputation and the value of our brands. There is also increased focus, including by investors, customers, and other stakeholders, on CSR and other sustainability matters, including the use of plastic, energy, waste, and worker safety. Our reputation could be damaged if we do not, or are perceived to not, act responsibly with respect to sustainability matters, which could also have a material adverse effect on our business, results of operations, financial position, and cash flows.

~~The reputation and competitive position of our Brand Portfolio segment is dependent on our ability to maintain the brands we license.~~

~~In partnership with Authentic~~key Owned Brands, ~~Group LLC, a global brand management and marketing company, we formed ABG-Camuto, a joint venture in which we have a 40% interest. This joint venture acquired several intellectual property rights,~~ including Vince Camuto, Louise et Cie, and others, and focuses on licensing and developing new category extensions to support the global growth of these brands. ABG-Camuto has entered into a licensing agreement with us, which will earn royalties from the net sales of Camuto Group under the brands acquired. In addition, we own footwear, and in some cases handbag, licensing rights of Jessica Simpson, Lucky Brand, Hush Puppies, and ~~through a joint venture, JLO Jennifer Lopez.~~

Le Tigre. We rely on our ability to retain and maintain good relationships with the licensors and their ability to maintain strong, well-recognized brands and trademarks. The terms of our license agreements vary and are subject to renewal with various termination ~~provisions. There can be no assurance that~~provisions, and we ~~will~~may not be able to renew these licenses. Even our longer-term or renewable licenses are typically dependent upon our ability to market and sell the licensed products at specified levels, and our failure to meet such levels may result in the termination or non-renewal of such licenses. Furthermore, many of our license agreements require minimum royalty payments, and if we are unable to generate sufficient sales and profitability to cover these minimum royalty requirements, we may be required to make additional payments to the licensors, which could have a material adverse effect on our business and results of operations.

13The value of the brands we sell may also depend on the success of our corporate social responsibility ("CSR") and sustainability initiatives, which require Company-wide coordination and alignment. Risks associated with these initiatives include any increased public focus, including by governmental and nongovernmental organizations, new laws and regulations, increased costs associated with sustainability efforts and/or compliance with laws and regulations, as well as increased pressure to expand our CSR and sustainability disclosures in these areas, make commitments, set targets, or establish additional goals and take actions to achieve such targets and goals. All of the foregoing could expose us to market, operational, and execution costs or risks. Any CSR or sustainability metrics that we currently or may in the future disclose, whether based on the standards we set for ourselves or those set by others, or our failure to achieve any CSR or sustainability metrics that we currently or may in the future disclose, may influence our reputation and the value of the brands that we offer. There is also increased focus, including by investors, customers, and other stakeholders, on CSR and other sustainability matters, including the use of plastic, energy, waste, and worker safety. Our reputation could be damaged if we do not, or are perceived to not, act responsibly with respect to sustainability matters, which could also have a material adverse effect on our business, results of operations, financial position, and cash flows.

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

Customer traffic is influenced by our marketing methods and our loyalty programs. We rely on our loyalty programs to drive customer traffic, sales, and purchase frequency. Loyalty members earn points toward discounts on future purchases through our VIP rewards programs in the U.S. and Canada. We employ a variety of marketing methods, including email, direct mail, and social media, to communicate product offerings and various promotions and discounts to all of our customers, as well as exclusive offers to our rewards members. As of February 3, 2024, we had 32.1 million members enrolled in our loyalty programs who have made at least one purchase over the last two years. In 2023, shoppers in the loyalty programs generated approximately 90% of the combined U.S. Retail and Canada Retail segments' net sales. If our rewards members decrease their purchase frequency or do not continue to shop with us, we fail to add new members, the number of members decreases, or our marketing is not effective in driving customer traffic, such event could have a material adverse effect on our business.

Our failure to retain our existing senior management team or continue to attract qualified new personnel could have a material adverse effect on our business.

The success of our business is dependent on the continuation of an experienced and talented management team. If we were to lose the benefit of the experience, efforts, and abilities of any of our key executives or members of senior management, our business could be adversely affected. We have entered into employment agreements with certain of our key executives and also offer compensation packages designed to attract and retain talent. In addition, our ability to manage our business will require us to continue to train, motivate, and develop our associates to maintain a high level of talent for future challenges and succession planning. Competition for these types of personnel is intense, and we may not be successful in attracting and retaining the personnel required to grow and operate our business.

Our ABL Revolver ~~has~~and Term Loan contain restrictions that could limit our ability to fund operations, which could adversely affect our business.

Funds drawn under our ABL Revolver may be used for working capital purposes, capital expenditures, share repurchases, other expenditures, and permitted acquisitions, as defined in the ABL Revolver. The amount of credit available under the ABL Revolver is limited to a borrowing base formulated on, among other things, a percentage of the book value of eligible inventory and credit card receivables, as reduced by certain reserves. Consequently, it is possible that, should we need to access any additional funds from our ABL Revolver, such funds may not be available in full. The ABL Revolver ~~contains~~requires us to maintain a ~~minimum availability covenant where an event~~fixed charge coverage ratio of ~~default shall occur if~~not less than 1:1 when availability is less than the greater of ~~$30.0~~$47.3 million or 10.0% of of the maximum ~~credit~~borrowing amount. ~~In addition, the~~

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Our ABL Revolver ~~contains~~and Term Loan also contain customary covenants restricting our activities, including limitations on ~~the~~our 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.~~conditions based on availability. The ABL Revolver ~~contains~~and Term Loan contain customary events of ~~default.~~default, including failure to comply with certain financial and other covenants. Upon an event of default that is not cured or waived within the applicable cure ~~periods,~~period, in addition to other remedies that may be available to the lenders, ~~the~~our obligations may be accelerated, outstanding letters of credit may be required to be cash collateralized, and remedies may be exercised against the collateral.

We use the ABL Revolver for borrowings and to secure letters of credit, both of which reduce the amount of available credit. The actual amount that is available under the ABL Revolver fluctuates, due to factors including, but not limited to, eligible inventory and credit card receivables, reserve amounts, outstanding letters of credit, and outstanding borrowings. Consequently, it is possible that, should we need to access any additional funds from our ABL Revolver, it may not be available in full.

RISKS RELATING TO EXTERNAL FACTORS

~~We may be unable to compete in our highly competitive market, which could have a material adverse effect~~Our international operations and reliance on ~~our business.~~

The footwear market is highly competitive with few barriers to entry. We compete against a diverse group of manufacturers and retailers, including department stores, mall-based shoe stores, national chains, independent shoe retailers, single-brand specialty retailers, online shoe retailers, brand-oriented discounters, multi-channel specialty retailers, and brand suppliers. In addition, our wholesale retailer customers sell shoes purchased from competing footwear suppliers with owned and licensed brands that are well known. Our success depends on our ability to remain competitive with respect to assortment, quality, convenience, and value. The performance of our competitors, as well as a change in their pricing policies as a result of the current economic environment, marketing activities, and other business strategies, could have a material adverse effect on our business.

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

~~Our business may be adversely affected if we are unable to provide our customers with cost-effective shopping platforms that are able to respond and adapt to rapid changes in technology.~~

The number of people who access the Internet through devices other than personal computers, including mobile phones, smartphones, handheld computers such as notebooks and tablets, video game consoles, and television set-top devices, has increased dramatically in the past few years. The smaller screen size, functionality, and memory associated with smartphones, laptops, and tablets may make the use of our sites and purchasing our products more difficult. The versions of our sites developed for these devices and our mobile app may not be compelling to consumers.

In addition, it is time consuming and costly to keep pace with rapidly changing and continuously evolving technology. We cannot be certain that our mobile applications or our mobile-optimized sites will be successful in the future. As existing mobile devices and platforms evolve and new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in adjusting and developing applications for changes and alternative devices and platforms, and we may need to devote significant resources to the creation, support, and maintenance of such applications. If we are unable to attract customers to our websites through these devices or are slow to develop versions of our websites that are more compatible with alternative devices or a mobile application, we may fail to capture a significant share of customers, which could have a material adverse effect on our business.

Further, we continually upgrade existing technologies and business applications, and we may be required to implement new technologies or business applications in the future. The implementation of upgrades and changes requires significant investments. Our results of operations may be affected by the timing, effectiveness, and costs associated with the successful implementation of any upgrades or changes to our systems and infrastructure. In the event that it is more difficult for our customers to buy products from us on their mobile devices, or if our customers choose not to buy products from us on their mobile devices or to use mobile products that do not offer access to our websites, our customer growth could be harmed, which could have a material adverse effect on our business, financial condition, and results of operations.

We also are dependent on the interoperability of our sites with popular mobile operating systems that we do not control, such as iOS and Android, and any changes in such systems that degrade the functionality of our sites or mobile app, limit or discontinue our access to a particular platform, or give preferential treatment to competitive products or services, could adversely affect the usage of our sites on mobile devices. We are also subject to the policies and terms of service of the providers of such operating systems and mobile application download stores, which govern the promotion, distribution, content, and operation of our mobile applications. Each provider has broad discretion to change and interpret its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us. Additionally, mobile application download stores have imposed, and are likely to continue imposing, certain privacy-and security-related restrictions and controls on the providers and applications within their marketplaces. For example, Apple released a software update in 2021 that, by default, blocks advertisers from tracking certain mobile device activity unless affirmative consent is obtained.

In the event that it is more difficult for our customers to access and use our sites on their mobile devices, or if our customers choose not to access or to use our sites on their mobile devices or to use mobile products that do not offer access to our sites, it could have a material adverse effect on our business, financial condition, and results of operations.

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

We have key international operations in various locations, including Canada, China, and Brazil, and we face risks inherent in ~~purchasing~~sourcing our merchandise from ~~suppliers~~third-party manufacturers and national brand vendors with foreign operations. Our operations ~~such as:~~may be adversely affected by international political, economic, and social instability; local laws and customs; legal and regulatory constraints, including compliance with applicable anti-bribery, anti-corruption, labor, trade, and foreign tax laws; local business practices, including compliance with foreign laws and with domestic and international labor standards; and currency laws and regulations. Risks may also include, among others, public health threats, ~~including~~which has in the ~~COVID-19 pandemic; economic~~past materially adversely impacted our business; inclement weather and ~~political instability in countries where these suppliers are located;~~natural disasters; international hostilities, or acts of war, including the ongoing war in Ukraine and the Israel-Hamas war, the recent militant attacks on cargo vessels in the Red Sea, which ultimately could adversely impact supplier deliveries or ~~terrorism affecting the U.S.~~freight costs, or ~~foreign countries from which our merchandise is sourced;~~terrorism; increases in shipping costs; transportation delays and interruptions, including increased inspections of import shipments by domestic ~~authorities;~~authorities or the occurrence of international trade disruptions; work stoppages; expropriation or nationalization; changes in foreign government administration and governmental policies; changes in import duties or quotas; ~~compliance~~cost and difficulties associated with ~~trade~~managing operations outside of the U.S.; possible adverse tax consequences from changes in tax laws or the unfavorable resolution of tax assessments or audits; and greater difficulty in enforcing intellectual property rights. Additionally, fluctuations in foreign ~~tax laws; and local business practices, including compliance with~~currency exchange rates may negatively impact our financial results. With a substantial portion of our merchandise being imported from foreign ~~laws and with domestic and international labor standards. Such~~countries, any of these events ~~may increase~~could result in our ~~costs and disrupt our operations,~~failure to obtain merchandise in a timely manner, which ultimately could have a material adverse effect on our business, financial condition, ~~and~~or results of operations.

We require our business partners to operate in compliance with applicable laws and regulations and our internal requirements. However, we do not control such third parties or their labor and business practices. The violation of labor or other laws by any one of our vendors could have a material adverse effect on our business. In addition, we rely on manufacturers that operate outside of North America, including China, Vietnam, and Brazil, who may disclose our intellectual property or other proprietary information to competitors or third parties, which could result in the distribution and sale of counterfeit versions of our products.

~~Our international operations expose us to political, economic, operational, compliance, and other risks.~~

We have international operations in various locations, including China, Canada, and Brazil. The success of our international operations may be adversely affected by political, economic, and social conditions beyond our control, local laws and customs, and legal and regulatory constraints, including compliance with applicable anti-bribery, anti-corruption, labor, and currency laws and regulations. Risks inherent in our existing and future operations also include, among others, public health threats, such as the COVID-19 pandemic, the cost and difficulties of managing operations outside of the U.S., possible adverse tax consequences from changes in tax laws or the unfavorable resolution of tax assessments or audits, and greater difficulty in enforcing intellectual property rights. Additionally, foreign currency exchange rates and fluctuations may negatively impact our financial results. Any of these events could have a material adverse effect on our business, financial condition, or results of operations.

~~Vaccine mandates and other governmental regulations relating to the ongoing COVID-19 pandemic could have a material adverse impact on our business, operations, and results of operations.~~

On September 9, 2021, President Biden announced a proposed rule requiring that all employers with at least 100 employees require that their employees be fully vaccinated or tested weekly (the "vaccine mandate"). The U.S. Department of Labor’s Occupational Safety and Health Administration ("OSHA") issued an emergency temporary standard regulation to carry out this mandate. On January 26, 2022, OSHA withdrew the emergency temporary standard regulation, ending the vaccine mandate. At this time, it remains unclear whether OSHA will try to enact similar mandates in the future. As a result, we may be required to implement a requirement that all of our associates or certain of our associates get vaccinated or regularly tested for COVID-19. At this time, it is not possible to predict the impact that a vaccine mandate and any other related measures, or a vaccine requirement should we adopt one, will have on us. Any vaccine requirement put in place may result in employee attrition and impact our ability to recruit new talent, all of which could have a material adverse effect on our business, operations, and results of operations.

We are subject to stringent and changing privacy laws, regulations, and standards, as well as policies, contracts, and other obligations related to data privacy and security. Our failure to comply with privacy laws and regulations, as well as other legal obligations, could have a material adverse effect on our business.

State, federal, and foreign governments have enacted and are ~~increasingly enacting~~continuing to enact laws and regulations governing the collection, use, retention, sharing, transfer, and security of personally identifiable information and data. AOur business is subject to a variety of federal, state, local, and foreign laws and regulations, orders, rules, codes, regulatory guidance, and certain industry standards regarding privacy, data protection, consumer protection, information security, and the processing of personal information and other ~~data apply to our business.~~data. For example, the California Consumer Privacy Act of 2018 ("CCPA")~~, which took effect on January 1, 2020,~~ imposes certain restrictions and disclosure obligations on businesses that collect personal information about California residents and provides for a private right of action, as well as penalties for noncompliance. The CCPA provides for civil penalties for violations and creates a private right of action for certain data breaches that is expected to increase data breach litigation. ~~It remains unclear how various provisions of~~In addition, the ~~CCPA will be interpreted and enforced. The~~ California Privacy Rights Act ("CPRA")~~, which was passed in November 2020 and will take~~ took effect in January 2023 (with a look-back for certain requirements to January 2022), which amends and expands the CCPA and places additional restrictions on the "sharing" of personal information for purposes of cross-context behavioral advertising. We ~~may be~~are subject to additional state privacy regulations, ~~in the future,~~ including the Virginia Consumer Data Protection Act, ~~and~~ the Colorado Privacy Act, ~~both of~~the Connecticut Data Privacy Act, and the Utah Consumer Privacy Act, which regulate the processing of "personal data" regarding their respective residents and ~~grants~~which grant residents certain rights with respect to their personal data. State laws are changing rapidly, and new legislation proposed or enacted in a number of other states imposes, or has the potential to impose, additional obligations on companies that process confidential, sensitive and personal information, and will continue to shape the data privacy environment nationally. The U.S. federal government is also significantly focused on privacy matters.

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We are subject to other consumer protection laws ~~including California's Consumer Legal Remedies Act~~ and unfair competition and false advertising laws, the Fair and Accurate Credit Transactions Act and the Telephone Consumer Protection Act, Canada's Anti-Spam Law, the CCPA, CPRA and other recently enacted consumer data protection laws. Additionally, the regulatory environment is increasingly demanding with frequent new and changing requirements concerning cybersecurity, information security, and privacy, which may be inconsistent from one jurisdiction to another. Any failure by us or any of our business partners to comply with applicable laws, rules, and regulations may result in investigations or actions against us by governmental entities, private claims and litigation, fines, penalties, or other liabilities. Such events may increase our expenses, expose us to liabilities, and ~~impair~~harm our reputation, which could have a material adverse effect on our business.

While we aim to comply with applicable data protection laws and obligations in all material respects, ~~there is no assurance that~~ we ~~will not~~could be subject to claims that we have violated such laws and obligations, ~~will~~we may not be able to successfully defend against such claims, ~~or will not~~and we could be subject to significant fines and penalties in the event of non-compliance. Additionally, to the extent multiple state-level laws are introduced with inconsistent or conflicting standards and there is no federal law to preempt such laws, compliance with such laws could be difficult and costly to achieve, or impossible to achieve, and we could be subject to fines and penalties in the event of non-compliance.

~~Legislative~~Extreme or ~~regulatory initiatives related to climate change~~unseasonable weather conditions in locations where we and our vendors operate could have a material adverse effect on our business.

~~Greenhouse gases~~Locations where we operate and that we consider to be material to our business, as set forth in Item 2. Properties of this Form 10-K, as well as locations operated by our vendors, may be subject to natural disasters, other extreme weather conditions, and negative climate change patterns. Weather-related risks, including resource scarcity, rationing, or unexpected costs from increases in fuel or raw material prices, could disrupt our operations. Such disruptions may result in decreased demand for our products and disruptions in our sales channels and sourcing and distribution networks, which ultimately could have ana material adverse effect on ~~global temperatures,~~our business, financial condition, and results of operations. Extreme weather events and changes in weather patterns can also influence customer trends and shopping habits. Because our business is heavily weighted towards dress and seasonal products, unseasonably warm temperatures during our fall selling season or unseasonably cool weather during our spring selling season may diminish demand for our seasonal merchandise. We experienced this during 2023 with respect to unseasonably warm weather during our fall selling season, which adversely impacted our results of operations.

In addition, heavy snowfall, hurricanes, or other severe weather events where our retail stores and the retail stores of our wholesale customers are located may decrease customer traffic in those stores and reduce our sales and profitability. Moreover, natural disasters such as earthquakes, hurricanes, wildfires and tsunamis, whether occurring in the U.S. or abroad, and their related consequences and effects, including energy shortages and public health issues, could disrupt our operations. In particular, if a natural disaster or severe weather event were to occur in an area in which we or our suppliers, customers, or distribution centers are located, our continued success would depend, in part, on the safety and availability of the relevant personnel and facilities and proper functioning of our or our third parties’ systems and operations. There is growing concern that climate change may increase both the frequency and severity of extreme weather conditions and natural disasters. ~~Such~~In addition, the physical changes caused by climate change could result in changes in regulations, consumer preferences, production capabilities, availability of raw materials and costs, which could in turn affect our business, operating results, and financial condition.

If we were to experience a local or regional disaster or other business continuity event or concurrent events, we could experience operational challenges, depending upon how a local or regional event may affect our human capital across our operations or regarding particular aspects of our operations, such as key executive officers or personnel. Further, if we are unable to find alternative suppliers or shipping channels, replace capacity at key manufacturing or distribution locations or quickly repair damage to our IT systems and networks, including the Internet and third-party services, we could be late in delivering, or be unable to deliver, products to our customers. Any of these events could result in decreased demand for our products and disruptions in our sales channels and manufacturing and distribution networks, including those of our vendors, which could have a ~~negative~~material adverse effect on our ~~business. Concern over climate change may result in new~~business, financial condition, and results of operations.

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Legislative or ~~additional legislative~~regulatory initiatives related to environmental, social, and regulatory requirements to reduce or mitigate the effects of climate change on the environment, which could result in future tax, transportation cost, and utility increases. Moreover, natural disasters and extreme weather conditions may impact the productivity of our facilities, the operation of our supply chain, or consumer buying patterns. Any of these risksgovernance ("ESG") matters could have a material adverse effect on our business.

~~Uncertainty~~New laws and regulations related to ESG matters, including the recently-finalized climate disclosure rules adopted by the SEC, have been issued and new proposals may be adopted, which could require us to undertake costly initiatives or operational changes. Non-compliance with these emerging rules or standards, or a failure to address regulator, stakeholder, and societal expectations, may result in ~~future changes~~potential cost increases, litigation, fines, penalties, brand or reputational damage, loss of customers and vendors, or failure to ~~legislation,~~retain and attract talent. Managing compliance and implementing ESG goals and initiatives involves risks and uncertainties, including increased costs. Any failure, or perceived failure, to manage ESG risks, adhere to public statements, comply with federal, state, or international ESG laws and regulations, or meet evolving and varied stakeholder expectations could result in legal and regulatory ~~reform, or policies, other than those previously discussed, could have a material adverse effect on~~proceedings against us and materially adversely affect our business.

Laws, regulations, and policies in various jurisdictions may be subject to significant change due to economic, political, and other conditions. Such changes, including additional taxes and tariffs, may result in additional costs to our business and could require us to increase prices to our customers or, if unable to do so, result in a material adverse effect on our financial performance.

RISKS RELATING TO OUR COMMON SHARES

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

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

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

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

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

Entities owned by or controlled by Jay L. Schottenstein, the Executive Chairman of ~~the Designer Brands Inc.~~our Board, ~~of Directors,~~ and members of his family (the "Schottenstein Affiliates") directly control or substantially influence the outcome of matters submitted for ~~Designer Brands Inc.~~ shareholder votes, and their interests may differ from other shareholders.

As of ~~January 29, 2022,~~February 3, 2024, the Schottenstein Affiliates ~~have~~beneficially owned approximately ~~54% of the voting power~~26% of the Company's outstanding common ~~shares.~~shares, representing 62% of the combined voting power, consisting of, in the aggregate, 7.1 million Class A common shares (which are entitled to one vote per share) and 7.7 million Class B common shares (which are entitled to eight votes per share). The Schottenstein Affiliates directly control or substantially influence the outcome of matters submitted to ~~Designer Brands Inc.'s~~our shareholders for approval, including the election of directors, approval of mergers or other business combinations, and approval of acquisitions or dispositions of assets. The interests of the Schottenstein Affiliates may differ from or be opposed to the interests of other shareholders, and ~~their~~the Schottenstein Affiliates' level of ownership and voting power in the Company may have the effect of delaying or preventing a subsequent change in control of the Company that may be favored by other shareholders.

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

RISK MANAGEMENT AND STRATEGY

We have developed an information security program that is designed to address material risks from cybersecurity threats. Our information security program is integrated into our overall enterprise risk management process, which the Board ultimately oversees. The Board has delegated its responsibility for cybersecurity risk oversight to the Technology Committee of the Board, which is responsible for (i) regularly reviewing with management significant cybersecurity, privacy, and IT risks or exposures, and our policies and processes with respect to risk assessment and risk management of the same; (ii) regularly reviewing with management an assessment of the steps management has taken to monitor and control such risks; and (iii) regularly reporting to the full Board on such matters.

As described in further detail below, our information security program is led by our Director of IT Security & Compliance ("DITSC"), who is responsible for our overall information security strategy, policy, security engineering, operations, and cyber threat detection and response. The program includes policies and procedures that guide our implementation and maintenance of security measures and controls. Risk-based analysis and judgment of the DITSC and our management team, along with feedback from internal and third-party audits and assessments, are used to select security controls to address risks. The following factors, among others, are considered when identifying security controls: likelihood and severity of a risk, impact on the Company and others if a risk materializes, feasibility of controls, and impact of controls on operations and others. Third parties also play a role in our cybersecurity, as we engage security firms in different capacities to provide or operate some of these controls and technology systems, including cloud-based platforms and services. For example, third parties are used to conduct assessments, such as vulnerability scans and penetration testing. We use a variety of processes to address and oversee cybersecurity threats related to the use of third-party technology and services, including a vendor risk management program.

We have a written incident response plan and conduct tabletop exercises to enhance incident response preparedness. We have other response protocols to address operating impacts due to disruptions in services and technology, including scenario run books and mitigation plans for key vendors. Employees undergo security awareness training when hired and annually.

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GOVERNANCE

The DITSC is the Company's management position with primary responsibility for the development, operation, and maintenance of our information security program. The DITSC has over 20 years of experience in cybersecurity, including over 15 years of experience in the Cyber Defense and Electronic Warfare section of the U.S. Army. The DITSC has obtained multiple subject matter certifications, including the Global Information Assurance Certification. The DITSC briefs the Technology Committee of the Board regularly and oversees regular cybersecurity training and education opportunities for the Board, which covers topics ranging from the current threat landscape to our cybersecurity program metrics, risks, and roadmap. Management receives regular updates on cybersecurity risks from the DITSC. In the event of a security incident, the DITSC will follow the escalation process in our incident response plan to notify the Company's Crisis Committee, which is composed of a cross-functional group of Company leaders. The Crisis Committee will work with the DITSC to respond to and remediate any actual cybersecurity incidents. Depending on the severity of the security incident, the DITSC and the Crisis Committee are to escalate the security incident to the Chief Legal Officer and the Principal Accounting Officer, who will assess materiality in consultation with outside counsel. The Chief Legal Officer will notify the Technology Committee and the Board of any potential material incident.

Although the risks from cyber threats have not materially affected our business strategy, results of operations, or financial condition to date, we continue to closely monitor cyber risk. We may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. Risk factors for a discussion of cybersecurity risks.

ITEM 2. PROPERTIES

The following table summarizes the location and general use of our principal properties as of ~~January 29, 2022~~February 3, 2024 that we consider to be material to our business and that we believe will meet our operational needs for the foreseeable future:

Facility

Location

Owned/Leased

Segment

Approximate Square Feet

Principal corporate office

Columbus, Ohio

Owned

Corporate and U.S. Retail

178,000

Distribution center

Columbus, Ohio

Owned

U.S. Retail

625,000

~~Fulfillment center(1)~~

~~Columbus, Ohio~~

~~Leased~~

~~U.S. Retail~~

~~854,000~~

~~Distribution center~~East Coast Logistics Center

Westampton, New Jersey

Leased

U.S. Retail and Brand Portfolio

683,000

U.S. retail stores~~(2)~~(1)

~~508~~499 various U.S. locations

Leased

U.S. Retail

~~10,308,000~~9,958,000

Canada retail stores~~(3)~~(2)

~~140~~143 various Canadian locations

Leased

Canada Retail

~~1,103,000~~1,114,000

Showrooms

7Six various U.S. locations

Leased

Brand Portfolio

~~95,000~~94,000

Foreign sourcing offices

One location in China and one location in Brazil

Leased

Brand Portfolio

117,000

(1) ~~Our fulfillment center is leased from a Schottenstein Affiliate, a related party, and expires in September 2022 with two renewal options of five years each.~~

~~(2)~~ Our DSW U.S. stores average approximately ~~20,300~~20,000 square feet. Most of the store leases are for a fixed term with options for extension periods, exercisable at our option.

~~(3)~~(2) The Shoe Company and DSW stores in Canada average approximately ~~7,900~~7,800 square feet. Most of the store leases are for a fixed term with options for extension periods, exercisable at our option.

ITEM 3. LEGAL PROCEEDINGS

The information set forth in Note 1314, Commitments and Contingencies - Legal Proceedings, of the ~~Consolidated Financial Statements~~consolidated financial statements of this Form 10-K is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

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

COMMON SHARES

Our Class A common shares are listed for trading on the NYSE under the ticker symbol "DBI." There is currently no public market for the Company's Class B common shares, but the Class B common shares can be ~~exchanged for~~converted into the Company's Class A common shares at the election of the holder on a ~~share for share~~share-for-share basis. Holders of Class A common shares are entitled to one vote per share and holders of Class B common shares are entitled to eight votes per share on matters submitted to shareholders for approval. As of March ~~14, 2022,~~18, 2024, there were ~~197~~191 holders of record of our Class A common shares and 1312 holders of record of our Class B common shares. TheThe number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in "street names" or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories.

DIVIDENDS

The payment of any future dividends ~~is subject to the restrictions imposed by the ABL Revolver and~~ is at the discretion of our Board ~~of Directors, which considers~~and is based on our ~~expectations of~~ future earnings, cash flow, financial condition, capital requirements, changes in taxation laws, general economic condition, and any other relevant factors. We anticipate declaring dividends on a quarterly basis.

On March 14, 2024, the Board declared a quarterly cash dividend payment of $0.05 per share for both Class A and Class B common shares. The dividend will be paid on April 12, 2024 to shareholders of record as of the close of business on March 29, 2024.

SHARE REPURCHASE PROGRAM

On August 17, 2017, the Board ~~of Directors~~ authorized the repurchase of an additional ~~$500~~$500.0 million of Class A common shares under our share repurchase program, which was added to the $33.5 million remaining from the previous ~~authorization,~~ authorization. A~~with~~ s of February 3, 2024~~$334.9~~, $87.7 million of Class A common shares ~~that remain authorized~~remained available for repurchase under the ~~program as of January 29, 2022.~~program. ~~During 2021, we did not repurchase any Class A common shares.~~ The share repurchase program ~~is subject to restrictions imposed by the ABL Revolver~~ ~~and~~ may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common shares under the program. ~~Any share repurchases~~Shares will be ~~completed~~repurchased in the open market at times and in amounts considered appropriate based on price and market conditions.

The following table sets forth the Class A common shares repurchased during the three months ended February 3, 2024:


(in thousands, except per share amounts)	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Programs	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
October 29, 2023 to November 25, 2023	55	$	10.07	—	$	87,677
November 26, 2023 to December 30, 2023	78	$	8.80	—	$	87,677
December 31, 2023 to February 3, 2024	59	$	8.42	—	$	87,677
	192	$	9.06	—

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

RESTRICTIONS

The ABL Revolver ~~contains~~and the Term Loan contain customary covenants restricting our activities, including limitations on the ability to pay dividends or repurchase stock. There are specific exceptions to these covenants including, in some cases, upon satisfying specified payment ~~conditions.~~ ~~As of March 14, 2022,~~ ~~we were limited in our ability to pay dividends or repurchase stock above a maximum of $63.1 million.~~conditions based on availability.

1920

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PERFORMANCE GRAPH

The following graph compares our cumulative total shareholder return on our Class A common shares with the cumulative total returns of the Standard and Poor's ("S&P") MidCap 400 Index and the S&P MidCap 400 Retail Index, both of which are published indices. The comparison of the cumulative total returns for each investment assumes that $100 was invested on ~~January 28, 2017~~February 2, 2019 and that all dividends were reinvested. This comparison includes the period beginning February 2, 2019 and ended ~~January 28, 2017 through the period ended January 29, 2022.~~February 3, 2024.


Company / Index	Company / Index	January 28, 2017		February 3, 2018		February 2, 2019		February 1, 2020		January 30, 2021		January 29, 2022		Company / Index	February 2, 2019	February 1, 2020	January 30, 2021	January 29, 2022	January 28, 2023	February 3, 2024
Designer Brands Inc.	Designer Brands Inc.	$	100.00	$	99.50	$	141.35	$	79.44	$	69.46	$	72.52
S&P MidCap 400 Index	S&P MidCap 400 Index	$	100.00	$	115.74	$	112.95	$	125.21	$	148.32	$	165.45
S&P MidCap 400 Retail Index	S&P MidCap 400 Retail Index	$	100.00	$	101.40	$	103.48	$	102.42	$	178.77	$	181.07

ITEM 6. [RESERVED]

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

This management's discussion and analysis of financial condition and results of operations contains forward-looking statements that involve various risks and uncertainties. See Cautionary Statement Regarding Forward-Looking Information for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 on page ii for a discussion of the uncertainties, risks, and assumptions associated with these statements. This discussion is best read in conjunction with our ~~Consolidated Financial Statements,~~consolidated financial statements, including the notes thereto, set forth in Item 8. Financial Statements and Supplementary Data of this Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Item 1A. Risk Factors of this Form 10-K and included elsewhere in this Form 10-K.

The following discussion includes a comparison of our results of operations and liquidity and capital resources for ~~2021~~2023 and ~~2020.~~2022. Except where it may be useful in understanding ~~2021~~2023 results, we have omitted discussion of results for ~~2019,~~2021, which may be found in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended January ~~30, 2021,~~28, 2023, filed with the SEC on March ~~22, 2021.~~

16, 2023.

2021

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EXECUTIVE OVERVIEW AND TRENDS IN OUR BUSINESS

~~Despite~~For 2023, net sales decreased 7.3% and total comparable sales decreased 9.0% over last year. During 2023, net sales from our Owned Brands decreased 6.2% over last year, with Owned Brands representing 25.8% of consolidated net sales as compared to 25.5% for last year. At the ~~continuing challenges~~beginning of 2023, we completed the ~~volatile market conditions~~acquisition of Keds, expanding our Owned Brands' reach into casual and ~~supply chain disruptions,~~athleisure footwear in the wholesale and direct-to-consumer e-commerce channels and complementing the additions of Le Tigre and Topo during 2022. We believe these acquisitions represent significant steps taken toward our ~~strong results~~long-term goal of net sales from our Owned Brands reaching one-third of total sales by 2026. Gross profit as a percentage of net sales for ~~2021 demonstrated our ability to be nimble and quickly adapt our business model. Our operating profit in 2021 surpassed pre-COVID-19 levels with a 61% growth~~2023 was 90 basis points lower when compared to ~~2019~~last year, primarily due to promotional pricing and ~~we continued to make progress by:~~

•~~Growing our market share in historically underpenetrated categories,~~the deleveraging effect of lower sales on fixed store occupancy costs, which more than offset lower logistics costs, including ~~athletic, men’s~~freight, shipping, and ~~kids’;~~

•~~Maintaining our leading position in the seasonal and dress categories; and~~

•~~Leaning further into our in-house design and sourcing capabilities as we move towards our goal of becoming a builder of brands.~~distribution.

~~As we look ahead to our strategic growth, we have organized our efforts around three pillars - Customer, Brand, and Speed:~~

•~~Customer-~~ More than ever, our customers have a great desire for products and experiences, and we are adding resources to our digital, information technology ("IT") and analytics teams to understand precisely what they want and what can be improved to provide the best possible experience. Undertaking these actions will enable us to better understand our customers, provide improved service, and target new demographics in ways that we have never deployed before. We are also developing new ideas for how we can provide more value to our VIP rewards members, who we believe continue to be the lifeblood of our business and our largest competitive differentiator.

•~~Brand-~~ Controlling our own brand destiny is critical for our growth. As we continue to design some of the best brands in the industry, Vince Camuto, Jessica Simpson, Lucky Brand and JLO Jennifer Lopez, we are combining that with our strong direct-to-consumer distribution through our physical footprint in North America and digital infrastructure. We are also partnering with some of the top national brands in the industry to offer one of the largest and broadest assortments. We remain focused on investing in our top 50 brands and will continue to prioritize growing our own brands.

•~~Speed-~~ Moving quickly is of the utmost importance to consumers. We are developing processes to deliver products more quickly. Fulfillment of digital customer orders currently takes five to seven business days and we are working to improve that to two to three calendar days while simultaneously finding efficiencies to contain costs. We are optimizing our current infrastructure and expanding our delivery partnerships. We are also working to improve collaboration through technology and processes across our organization and to gain additional efficiencies in our overall development cycle.EFFECTS OF INFLATION AND GLOBAL ECONOMIC CONDITIONS

~~IMPACT OF THE COVID-19 PANDEMIC ON OUR RESULTS OF OPERATIONS~~Throughout 2023, a downturn in global economic conditions, most notably the growing concerns of a potential recession, rising interest rates, inflationary pressures, changes in employment levels, and significant foreign currency volatility, has adversely impacted discretionary consumer income levels and spending for our customers. Consumer spending on discretionary items, including our products, generally declines during periods of economic uncertainty, when disposable income is reduced, or when there is a reduction in consumer confidence. We are unable to predict the severity of macroeconomic uncertainty, whether or when such circumstances may improve or worsen, or the full impact such circumstances could have on our business. As it relates to our business, during the second half of 2022 and continuing into 2023, our net sales declined as we experienced lower traffic and became more promotional under a more competitive landscape. Competitive pricing pressure has been exacerbated by a more promotional retail environment as macroeconomic conditions continue to impact discretionary consumer spending. These factors ultimately could require us to enact mitigating operating efficiency measures that could have a material adverse effect on business, operations, and results of operations.

As we continue to closely monitor the ongoing COVID-19 pandemic, our top priority remains protecting the health and safety of our customers and associates. As this continues to be an unprecedented period of uncertainty, we have made adjustments and may continue to adjust our operational plans, inventory controls, and liquidity management, as well as make changes to our expense and capital expenditure plans. While trends improved during 2021 as compared to 2020, we cannot reasonably estimate the extent to which our business will continue to be affected by the COVID-19 pandemic and to what extent the recent improved trends will continue. For instance, we have continued to experience reduced customer in-store traffic and net sales when compared to pre-COVID-19 periods, and it is unclear when customer behavior will return to pre-COVID-19 patterns, if at all. The ongoing and prolonged nature of the COVID-19 pandemic may lead to further adjustments to our operations. As such, the ultimate impacts of the COVID-19 pandemic on our businesses will depend on future developments, including the availability of labor, global supply chain disruptions, new variants of COVID-19 and the severity thereof, and the global availability and use of vaccines or palliatives, all of which are highly uncertain and cannot be predicted. As a result, we may have future write-downs or adjustments to inventories, receivables, long-lived assets, intangibles, goodwill, and the valuation allowance on deferred tax assets.

FINANCIAL SUMMARY AND OTHER KEY METRICS

For 2023:

•Net sales ~~increased~~decreased to ~~$3.2~~$3.1 billion ~~for~~ ~~2021~~from ~~$2.2~~$3.3 billion ~~for~~ ~~2020~~.last year.

•G~~ross~~Gross profit as a percentage of net sales was ~~33.4%~~ ~~for~~ ~~2021, as~~31.7% compared to ~~13.9%~~ ~~for~~ ~~2020 and higher than the pre-COVID-19 rate, which was 28.6% for 2019.~~32.6% last year.

•Net income ~~for~~ ~~2021~~attributable to Designer Brands Inc. was ~~$154.5~~$29.1 million, or ~~$2.00~~$0.46 per diluted share, which included net after-tax charges of $14.0 million, or $0.22 per diluted share, primarily related to restructuring and integration costs, impairment charges, and CEO transition costs, compared to $162.7 million, or $2.26 per diluted share, last year, which included net after-tax benefits of ~~$23.2~~$29.0 million,, or ~~$0.30~~$0.41 per diluted share, primarily related to the change in valuation allowance on deferred tax assets, partially offset by the loss on extinguishment of debt and write-off of debt issuance costs, restructuring and termination costs, impairment charges, and ~~target acquisition~~CEO transition costs. ~~Net~~ ~~loss for 2020 was~~ ~~$488.7 million, or a loss of $6.77 per diluted share, which included net after-tax charges of~~ ~~$207.1 million, or $2.87 per diluted share, primarily related to~~ ~~impairment and restructuring charges, a settlement gain with a vendor, and the valuation allowance established against deferred tax assets.~~

Comparable Sales Performance Metric- The following table presents the percent change in comparable sales for each segment and in total:


		2021		2020
		2023
		2023
		2023
Change in comparable sales:
Change in comparable sales:
Change in comparable sales:	Change in comparable sales:
U.S. Retail segment	U.S. Retail segment	55.0	%	(34.9)	%
U.S. Retail segment
U.S. Retail segment
Canada Retail segment
Canada Retail segment
Canada Retail segment	Canada Retail segment	20.1	%	(26.0)	%
Brand Portfolio segment - direct-to-consumer channel	Brand Portfolio segment - direct-to-consumer channel	30.9	%	38.2	%
Other		NA		(50.4)	%
Brand Portfolio segment - direct-to-consumer channel
Brand Portfolio segment - direct-to-consumer channel
Total	Total	51.6	%	(34.2)	%
Total
Total


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Shares, without par value	DBI	New York Stock Exchange



PART I
Item 1	Business	1
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	18
Item 1C	Cybersecurity	18
Item 2	Properties	1819
Item 3	Legal Proceedings	19
Item 4	Mine Safety Disclosures	19
PART II
Item 5	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1920
Item 6	[Reserved]	2021
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	2021
Item 7A	Quantitative and Qualitative Disclosures ~~about~~About Market Risk	3031
Item 8	Financial Statements and Supplementary Data	3132
	Report of Independent Registered Public Accounting Firm	3132
	Consolidated Statements of Operations	3334
	Consolidated Statements of Comprehensive Income ~~(Loss)~~	3435
	Consolidated Balance Sheets	3536
	Consolidated Statements of Shareholders' Equity	3637
	Consolidated Statements of Cash Flows	3738
	Notes to the Consolidated Financial Statements	3839
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6062
Item 9A	Controls and Procedures	6062
Item 9B	Other Information	6062
Item 9C	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	6062
PART III
Item 10	Directors, Executive Officers and Corporate Governance	6162
Item 11	Executive Compensation	6163
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6163
Item 13	Certain Relationships and Related Transactions, and Director Independence	6163
Item 14	Principal Accounting Fees and Services	6163
PART IV
Item 15	Exhibits and Financial ~~Statement~~s Statements Schedules	6163
Item 16	Form 10-K Summary	6667
	~~SIGNATURES~~S ignatures	6768


	2021		2020
Number of unrelated third-party merchandise vendors	440		480
Percentage of purchases from:
Brand Portfolio segment, including First Cost sourced exclusive branded products and wholesale purchases of licensed products	9	%	8	%
Top three unrelated third-party merchandise vendors	20	%	22	%


	2023		2022
Number of unrelated third-party merchandise vendors at end of fiscal year	412		420
Percentage of purchases from:
Brand Portfolio segment sourced Owned Brands	9	%	8	%
Top three national brand vendors	21	%	22	%


		January 29, 2022		January 30, 2021
Number of VIP members (in thousands)		28,175		28,614
	2023								2023			2022
Number of VIP members at end of the fiscal year (in millions)
Percentage of retail segments' net sales generated from VIP members	Percentage of retail segments' net sales generated from VIP members	87	%	84	%	Percentage of retail segments' net sales generated from VIP members	90	%		89	%


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


DESIGNER BRANDS INC.
(Exact name of registrant as specified in its charter)


(amounts in thousands, except per share amounts)	(amounts in thousands, except per share amounts)	2021				2020				Change				(amounts in thousands, except per share amounts)	2023									2022											Change
		Amount		% of Net Sales		Amount		% of Net Sales		Amount		%
	Amount																	Amount					% of Net Sales							Amount							% of Net Sales							Amount							%
Net sales	Net sales	$	3,196,583	100.0	%	$	2,234,719	100.0	%	$	961,864	43.0	%	Net sales	$	3,074,976	100.0			100.0		%				$	3,315,428			100.0				100.0		%					$	(240,452)			(7.3)					(7.3)	%
Cost of sales	Cost of sales	(2,127,946)		(66.6)		(1,923,478)		(86.1)		(204,468)		10.6	%	Cost of sales	(2,100,090)		(68.3)			(68.3)			(2,236,203)				(2,236,203)				(67.4)				(67.4)			136,113					136,113				(6.1)				(6.1)		%
Gross profit	Gross profit	1,068,637		33.4		311,241		13.9		757,396		243.3	%	Gross profit	974,886		31.7			31.7			1,079,225				1,079,225				32.6				32.6			(104,339)					(104,339)				(9.7)				(9.7)		%
Operating expenses	Operating expenses	(870,682)		(27.2)		(753,278)		(33.7)		(117,404)		15.6	%	Operating expenses	(907,041)		(29.4)			(29.4)			(896,382)				(896,382)				(27.1)				(27.1)			(10,659)					(10,659)				1.2				1.2		%
Income from equity investment		8,986		0.3		9,329		0.5		(343)		(3.7)	%
Income from equity investments														Income from equity investments	9,390				0.3						8,864								0.3						526									5.9	%
Impairment charges	Impairment charges	(1,720)		(0.1)		(153,606)		(6.9)		151,886		(98.9)	%	Impairment charges	(4,834)		(0.2)			(0.2)			(4,317)				(4,317)				(0.1)				(0.1)			(517)					(517)				12.0				12.0		%
Operating profit (loss)		205,221		6.4		(586,314)		(26.2)		791,535		NM
Operating profit														Operating profit	72,401				2.4						187,390								5.7						(114,989)									(61.4)	%
Interest expense, net	Interest expense, net	(32,129)		(1.0)		(23,694)		(1.1)		(8,435)		35.6	%	Interest expense, net	(32,171)		(1.0)			(1.0)			(14,874)				(14,874)				(0.5)				(0.5)			(17,297)					(17,297)				116.3				116.3		%
Non-operating income (expenses), net		(67)		(0.0)		1,361		0.1		(1,428)		NM
Income (loss) before income taxes		173,025		5.4		(608,647)		(27.2)		781,672		NM
Loss on extinguishment of debt and write-off of debt issuance costs														Loss on extinguishment of debt and write-off of debt issuance costs	—				—						(12,862)								(0.4)						12,862									NM
Non-operating expenses, net														Non-operating expenses, net	(33)				—						(130)								—						97									(74.6)	%
Income before income taxes														Income before income taxes	40,197				1.4						159,524								4.8						(119,327)									(74.8)	%
Income tax benefit (provision)	Income tax benefit (provision)	(18,544)		(0.6)		119,928		5.3		(138,472)		NM		Income tax benefit (provision)	(10,981)		(0.4)			(0.4)			3,142				3,142				0.1				0.1			(14,123)					(14,123)				NM					NM
Net income (loss)		$	154,481	4.8	%	$	(488,719)	(21.9)	%	$	643,200	NM
Basic and diluted earnings (loss) per share:
Basic earnings (loss) per share		$	2.12			$	(6.77)			$	8.89	NM
Diluted earnings (loss) per share		$	2.00			$	(6.77)			$	8.77	NM
Net income														Net income	29,216				1.0						162,666								4.9						(133,450)									(82.0)	%
Net loss (income) attributable to redeemable noncontrolling interest														Net loss (income) attributable to redeemable noncontrolling interest	(154)				—						10								—						(164)									NM
Net income attributable to Designer Brands Inc.														Net income attributable to Designer Brands Inc.	$	29,062			1.0		%				$	162,676							4.9	%					$	(133,614)								(82.1)	%
Earnings per share attributable to Designer Brands Inc.:
Basic earnings per share
Basic earnings per share
Basic earnings per share															$	0.47												$	2.41																$	(1.94)						(80.5)		%
Diluted earnings per share														Diluted earnings per share	$	0.46												$	2.26																$	(1.80)						(79.6)		%
Weighted average shares used in per share calculations:	Weighted average shares used in per share calculations:
Basic shares	Basic shares	73,024				72,198				826		1.1	%
Basic shares
Basic shares															61,296													67,603																	(6,307)							(9.3)		%
Diluted shares	Diluted shares	77,268				72,198				5,070		7.0	%	Diluted shares	63,375					72,101												72,101							(8,726)														(8,726)		(12.1)	(12.1)	%


(dollars in thousands)	(dollars in thousands)	2021				2020				Change					(dollars in thousands)		2023								2022								Change
		Amount		% of Total Segment Net Sales		Amount		% of Total Segment Net Sales		Amount		%		Comparable Sales %
	Amount																			Amount				% of Segment Net Sales						Amount					% of Segment Net Sales					Amount				%			Comparable Sales %
Segment net sales:	Segment net sales:
U.S. Retail
U.S. Retail
U.S. Retail	U.S. Retail	$	2,769,706	84.2	%	$	1,800,323	78.5	%	$	969,383	53.8	%	55.0%	$	2,533,849		80.5			80.5	%				$	2,791,513		82.0		82.0	%				$	(257,664)		(9.2)			(9.2)	%		(9.5)%
Canada Retail	Canada Retail	234,809		7.1	%	182,659		8.0	%	52,150		28.6	%	20.1%	Canada Retail		264,229		8.4			8.4	%					283,241		8.3		8.3		%				(19,012)			(6.7)		(6.7)	%		(5.9)%
Brand Portfolio	Brand Portfolio	286,024		8.7	%	248,646		10.8	%	37,378		15.0	%	30.9%	Brand Portfolio		348,976		11.1			11.1	%					327,715		9.7		9.7		%				21,261			6.5		6.5	%		6.0%
Other		—		—	%	62,909		2.7	%	(62,909)		NM		NA
Total segment net sales	Total segment net sales	3,290,539		100.0	%	2,294,537		100.0	%	996,002		43.4	%	51.6%	Total segment net sales		3,147,054		100.0			100.0	%					3,402,469		100.0		100.0		%				(255,415)			(7.5)		(7.5)	%		(9.0)%
Elimination of intersegment net sales	Elimination of intersegment net sales	(93,956)				(59,818)				(34,138)		57.1	%
Consolidated net sales	Consolidated net sales	$	3,196,583			$	2,234,719			$	961,864	43.0	%
Consolidated net sales
Consolidated net sales


(in thousands)	(in thousands)	Note Reference	2022		Future Fiscal Years Thereafter	Total		(in thousands)	Note Reference	2024	Future Fiscal Years Thereafter	Total
Debt maturities	Debt maturities	Note 11	$	—	231,250	$	231,250
Fixed minimum lease payments	Fixed minimum lease payments	Note 12	$	229,051	654,618	$	883,669
Noncancelable purchase obligations	Noncancelable purchase obligations	Note 13	$	9,101	12,285	$	21,386
Guaranteed minimum royalty payments	Guaranteed minimum royalty payments	Note 13	$	34,659	222,029	$	256,688


Policy	Judgments and Estimates	Effect if Actual Results Differ from Assumptions
Inventories- The U.S. Retail segment inventory is accounted for using the retail inventory method, ~~and~~which 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 that the retail value of the inventory is lowered by markdowns. The Canada Retail and Brand Portfolio segments account for inventory using the moving average cost method and is stated at the lower of cost or net realizable value. For all inventories, we also monitor excess and obsolete inventories that may need to be liquidated at amounts below cost. 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 shrink reserve is calculated as a percentage of net sales from the last physical inventory date, based on both historical experience and recent physical inventory results, less amounts realized. Aged inventory may be written down using estimated liquidation values and cost of disposal based on historical experience.	If the reduction to inventories for markdowns, shrink, and aged inventories were to increase by 10%, cost of sales would increase by approximately ~~$3.9~~$4.1 million.


~~Policy~~	~~Judgments and Estimates~~	Effect if Actual Results Differ from Assumptions
Impairment of Goodwill and Other Indefinite Lived Intangible Assets- We evaluate goodwill and other ~~indefinite lived~~indefinite-lived intangible assets for impairment annually during our fourth quarter, or more frequently if an event occurs or circumstances change, such as material deterioration in performance or a significant and sustained decline in our stock price, that would indicate that impairment may exist. When evaluating 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 the price a willing buyer would pay and 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.~~value.	When assessing goodwill and other indefinite lived intangible assets for impairment, our decision to perform a qualitative impairment assessment is influenced by a number of factors, including the significance of the excess of the estimated fair value over carrying value at the last assessment date and the amount of time since the last quantitative fair value assessments. Our quantitative impairment calculations contain uncertainties, as we are required to make assumptions and to apply judgment when estimating future cash flows, including projected revenue and operating results, as well as selecting appropriate discount rates and an assumed royalty rate. Estimates of revenue and operating results are based on internal projections considering past performance and forecasted changes, strategic initiatives, and the business environment impacting performance. Discount rates and a royalty rate are selected based on market participant assumptions. These estimates are highly subjective, and our ability to realize the future cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies.	As of ~~January 29, 2022,~~February 3, 2024, we had goodwill of $93.7 million, ~~of goodwill within~~$25.8 million, and $4.3 million for the U.S. Retail, ~~segment, which is also~~Keds, and Topo reporting units, respectively. As of the ~~reporting unit, and $15.5 million in indefinite-lived trademarks and tradenames within the Canada Retail segment. We performed a qualitative impairment assessment for goodwill. In addition,~~fourth quarter measurement date, we determined the fair ~~values~~value of the ~~indefinite-lived intangibles~~U.S. Retail and Topo reporting units were in excess of their carrying ~~values~~value and a 10% decrease in fair ~~values~~value would not result in ~~a material~~an impairment charge. The goodwill for the Keds reporting unit was a result of the acquisition of Keds in 2023 with the final allocation of the total considerations completed in the fourth quarter of 2023, and its fair value was in excess of its carrying value by approximately 9% as of the fourth quarter measurement date. As of February 3, 2024, we had indefinite-lived tradenames of $46.9 million and $14.8 million within the Brand Portfolio segment and Canada Retail segment, respectively. The indefinite-lived tradename within the Brand Portfolio segment was a result of the acquisition of Keds with the final allocation of the total considerations completed in the fourth quarter of 2023, and its fair value was in excess of its carrying value by approximately 10% as of the fourth quarter measurement period. We determined that the fair value of the indefinite-lived tradename within the Canada Retail segment was in excess of the carrying value and a 10% decrease in fair value would not result in an impairment charge. As we periodically reassess estimated future cash flows and asset fair values, changes in our estimates and assumptions may cause us to realize material impairment charges in the future.
~~Leases-~~ We recognize lease liabilities based on the present value of the future fixed lease commitments over the lease term with corresponding lease assets. 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 options.	~~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.~~	~~As of January 29, 2022, a change in our discount rate of 100 basis points would have changed the recorded operating lease assets and liabilities by approximately $19.7 million.~~


	Number of Shares			Amounts
(in thousands, except per share amounts)	Class A Common Shares	Class B Common Shares	Treasury Shares	Common Shares Paid in Capital		Treasury Shares		Retained Earnings (Deficit)		Accumulated Other Comprehensive Loss		Total
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
Net income	—	—	—	—		—		154,481		—		154,481
Stock-based compensation activity	958	—	—	15,229		—		—		—		15,229


Foreign currency translation adjustment	—	—	—	—		—		—		(331)		(331)
Balance, January 29, 2022	65,624	7,733	22,169	$	1,005,382	$	(515,065)	$	(74,304)	$	(3,617)	$	412,396



Note 1	Description of Business and Significant Accounting Policies	3940
Note 2	~~Revenue~~Acquisitions	46
Note 3	~~Related Party Transactions~~Revenue	4748
Note 4	~~Earnings~~ ~~(Loss)~~ ~~Per Share~~Related Party Transactions	4850
Note 5	~~Stock-Based Compensation~~Earnings Per Share	4851
Note 6	~~Shareholders' Equity~~Stock-Based Compensation	4951
Note 7	~~Receivables~~Shareholders' Equity	5052
Note 8	~~Property & Equipment~~Receivables	5153
Note 9	Property and Equipment	53
Note 10	Goodwill and Intangible Assets	51
~~Note 10~~	~~Accrued Expenses~~	5254
Note 11	~~Debt~~Accrued Expenses	5255
Note 12	~~Leases~~Debt	5355
Note 13	~~Commitments and Contingencies~~Leases	5456
Note 14	~~Income Taxes~~Commitments and Contingencies	5557
Note 15	~~Segment Reporting~~Income Taxes	58
Note 16	~~Subsequent Event~~Segment Reporting	5960


(in thousands)	Preliminary Purchase Price and Allocation as of December 13, 2022		Measurement Period Adjustments		Final Purchase Price and Allocation as of April 29, 2023
Purchase price cash consideration	$	19,062	$	193	$	19,255
Fair value of assets and liabilities acquired:
Accounts receivables	$	3,195	$	(150)	$	3,045
Inventories	5,612		(20)		5,592
Goodwill	3,460		868		4,328
Intangible assets	12,500		(500)		12,000
Other assets	1,898		—		1,898
Accounts payable and other liabilities	(4,438)		(5)		(4,443)
Redeemable noncontrolling interest	(3,165)		—		(3,165)
	$	19,062	$	193	$	19,255


(in thousands)	U.S. Retail		Canada Retail(2)		Brand Portfolio		Eliminations		Consolidated
2023
Owned Brands:(1)
Direct-to-consumer	$	471,197	$	45,025	$	65,724	$	—	$	581,946
External customer wholesale, commission income and other	—		—		211,174		—		211,174
Intersegment wholesale and commission income	—		—		72,078		(72,078)		—
Total Owned Brands	471,197		45,025		348,976		(72,078)		793,120
National brands	2,062,652		219,204		—		—		2,281,856
Total net sales	$	2,533,849	$	264,229	$	348,976	$	(72,078)	$	3,074,976
2022
Owned Brands:(1)
Direct-to-consumer	$	569,741	$	34,734	$	37,840	$	—	$	642,315
External customer wholesale, commission income and other	—		—		202,834		—		202,834
Intersegment wholesale and commission income	—		—		87,041		(87,041)		—
Total Owned Brands	569,741		34,734		327,715		(87,041)		845,149
National brands	2,221,772		248,507		—		—		2,470,279
Total net sales	$	2,791,513	$	283,241	$	327,715	$	(87,041)	$	3,315,428
2021
Owned Brands:(1)
Direct-to-consumer	$	421,398	$	14,612	$	27,876	$	—	$	463,886
External customer wholesale, commission income and other	—		—		164,192		—		164,192
Intersegment wholesale and commission income	—		—		93,956		(93,956)		—
Total Owned Brands	421,398		14,612		286,024		(93,956)		628,078
National brands	2,348,308		220,197		—		—		2,568,505
Total net sales	$	2,769,706	$	234,809	$	286,024	$	(93,956)	$	3,196,583


		Time-Based RSUs			Performance-Based RSUs
	Time-Based RSUs										Time-Based RSUs		Performance-Based RSUs
(shares in thousands)	(shares in thousands)	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		(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	Outstanding - beginning of period	6,445	$	9.20	540	$	21.84
Granted	Granted	1,161	$	15.40	595	$	15.38
Vested	Vested	(1,165)	$	13.39	(366)	$	21.79
Forfeited	Forfeited	(383)	$	9.28	(25)	$	15.38
Outstanding - end of period	Outstanding - end of period	6,058	$	9.60	744	$	17.39


(in thousands)	Foreign Currency Translation		Available-for-Sale Securities		Total
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)


(dollars in thousands)	(dollars in thousands)	Useful Life (years)		January 29, 2022		January 30, 2021		(dollars in thousands)	Useful Life (years)	February 3, 2024	January 28, 2023
Land	Land	Indefinite		$	1,110	$	1,110
Buildings	Buildings	39		12,485		12,485
Building and leasehold improvements	Building and leasehold improvements	3-20 or the lease term if shorter		447,158		446,937
Furniture, fixtures and equipment	Furniture, fixtures and equipment	3-15		466,405		471,586
Software	Software	3-5		206,579		194,064
Construction in progress				17,239		10,659
Construction-in-progress
Total property and equipment	Total property and equipment			1,150,976		1,136,841
Accumulated depreciation and amortization	Accumulated depreciation and amortization			(894,190)		(840,372)
				$	256,786	$	296,469
			$


(in thousands)
2024	$	6,750
2025	6,750
2026	6,750
2027	413,945


Total	$	434,195


	January 29, 2022		January 30, 2021
Other operating lease information:
Weighted-average remaining lease term	5.1 years		5.3 years
Weighted-average discount rate	4.0	%	4.0	%


(in thousands)	Unrelated Parties		Related Parties		Total
2022	$	221,933	$	7,118	$	229,051
2023	185,069		4,573		189,642
2024	140,140		4,139		144,279
2025	103,219		3,919		107,138
2026	75,748		3,596		79,344
Future fiscal years thereafter	130,377		3,838		134,215
	856,486		27,183		883,669
Less discounting impact on operating leases	(85,380)		(2,632)		(88,012)
Total operating lease liabilities	771,106		24,551		795,657
Less current operating lease liabilities	(195,944)		(6,284)		(202,228)
Non-current operating lease liabilities	$	575,162	$	18,267	$	593,429


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Date of Filing	Exhibit Number
2.1	Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc.	8-K/A	001-32545	2/25/2011	2.1
2.2	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.	8-K	001-32545	11/1/2012	2.1
2.3	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.	8-K	001-32545	10/11/2018	2.1
2.3.1	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.	10-K	001-32545	03/26/2019	2.4.1
2.3.2	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.	10-K	001-32545	03/26/2019	2.4.2
3.1	Amended and Restated Articles of Incorporation of Designer Brands Inc. dated March 19, 2019.	10-K	001-32545	03/26/2019	3.1
3.2	Amended and Restated Code of Regulations.	10-K	001-32545	04/13/2006	3.2
4.1	Specimen Class A Common Shares Certificate.	10-Q	001-32545	06/4/2019	4.1
4.2	Description of Designer Brands Inc.'s Securities Registered Under Section 12 of the Securities Exchange Act of 1934.	10-K	001-32545	05/01/2020	4.2
10.1	Corporate Services Agreement, dated June 12, 2002, between Retail Ventures and Schottenstein Stores Corporation.	10-Q	001-10767	06/18/2002	10.6


	DESIGNER BRANDS INC.

March ~~21, 2022~~25, 2024	By:	/s/ Jared A. Poff
		Jared A. Poff, Executive Vice President, Chief Financial Officer and Chief ~~Financial~~Administrative Officer