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Ohio		5661		31-0746639
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Robert M. Chilstrom Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 (212) 735-3000		Steven J. Slutzky Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

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		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			7
FORWARD-LOOKING STATEMENTS			19
USE OF PROCEEDS			20
THE SELLING SHAREHOLDER			21
PRICE RANGE OF COMMON STOCK			22
DIVIDEND POLICY			23
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA			24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			26
BUSINESS			45
MANAGEMENT			57
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			74
PRINCIPAL SHAREHOLDERS			86
DESCRIPTION OF INDEBTEDNESS			89
DESCRIPTION OF CAPITAL STOCK			92
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES			96
PLAN OF DISTRIBUTION			98
LEGAL MATTERS			103
EXPERTS			103
WHERE YOU CAN FIND MORE INFORMATION			103
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			103
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-5.1: OPINION OF VORYS, STATER, SEYMOUR AND PEASE LLP
EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP

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														For the Thirteen
		For the Fiscal Year Ended												Weeks Ended
		1/31/04				1/29/05				1/28/06				4/30/05				4/29/06
		(Dollars in thousands except net sales per average gross square foot)
Statement of Income Data:
Net sales(1)		$	791,348			$	961,089			$	1,144,061			$	281,806			$	316,487
Gross profit		$	202,927			$	270,211			$	315,719			$	82,798			$	93,287
Operating profit(2)		$	28,053			$	56,109			$	70,112			$	15,053			$	27,889
Net income(2)		$	14,807			$	34,955			$	37,181			$	6,980			$	17,519
Balance Sheet Data:
Total assets		$	291,184			$	395,437			$	507,715			$	407,115			$	548,474
Working capital(3)		$	103,244			$	138,919			$	238,528			$	151,715			$	258,423
Current ratio(4)			2.39				2.28				2.71				2.21				2.60
Long term obligations(5)		$	35,000			$	55,000			$	—			$	205,000			$	—
Other Data:
Number of DSW stores at end of period (6)			142				172				199				172				204
DSW total square footage at end of period(7)			3,571,498				4,372,671				5,061,642				4,502,278				5,167,201
Average gross square footage at end of period(8)			3,364,094				4,010,245				4,721,129				4,440,123				5,102,802
Net sales per average gross sq. ft. (9)		$	214			$	217			$	217			$	57			$	56
Number of leased shoe departments at end of period			168				224				238				231				241
Total comparable store sales change (10)			5.9	%			5.0	%			5.4	%			4.4	%			4.2	%

(1)	Includes net sales of leased shoe departments.
(2)	Results for the fiscal year ended January 28, 2006 and for the thirteen weeks ended April 30, 2005 include a $6.5 million pre-tax charge and a $3.9 million after-tax charge in operating profit and net income, respectively, related to the reserve for estimated losses associated with the theft of credit card and other purchase information.
(3)	Working capital represents current assets less current liabilities.
(4)	Current ratio represents current assets divided by current liabilities.
(5)	Comprised of borrowings under the Value City revolving credit facility to which we were previously a party.
(6)	Number of DSW stores for each period presented prior to fiscal 2005 includes two combination DSW/ Filene’s Basement stores which were re-categorized as leased shoe departments at the beginning of fiscal 2005.
(7)	DSW total square footage represents the total amount of square footage at the end of the period for DSW stores only; it does not reflect square footage of leased shoe departments.
(8)	Average gross square footage represents the monthly average of square feet for DSW stores only for each period presented and consequently reflects the effect of opening stores in different months throughout the period.
(9)	Net sales per average gross square foot is the result of dividing net sales for DSW stores only for the period presented by average gross square footage calculated as described in footnote 8 above.
(10)	Comparable DSW stores and comparable leased shoe departments are those units that have been in operation for at least 14 months at the beginning of the fiscal year. Stores or leased shoe departments, as the case may be, are added to the comparable base at the beginning of the year and are dropped for comparative purposes in the month that they are closed.

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	We intend to continue to open approximately 30 new DSW stores per year from fiscal 2006 to fiscal 2010, which could strain our resources and have a material adverse effect on our business and financial performance.

	We may be unable to open all the stores contemplated by our growth strategy on a timely basis, and new stores we open may not be profitable or may have an adverse impact on the profitability of existing stores, either of which could have a material adverse effect on our business, financial condition and results of operations.

	•	identify suitable markets and sites for new store locations;
	•	negotiate favorable lease terms;
	•	build-out or refurbish sites on a timely and effective basis;
	•	obtain sufficient levels of inventory to meet the needs of new stores;
	•	obtain sufficient financing and capital resources or generate sufficient cash flows from operations to fund growth;
	•	open new stores at costs not significantly greater than those anticipated;

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	•	successfully open new DSW stores in regions of the United States in which we currently have few or no stores;
	•	control the costs of other capital investments associated with store openings, including, for example, those related to the expansion of distribution facilities;
	•	hire, train and retain qualified managers and store personnel; and
	•	successfully integrate new stores into our existing infrastructure, operations and management and distribution systems or adapt such infrastructure, operations and systems to accommodate our growth.

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

	We may be unable to anticipate and respond to fashion trends and consumer preferences in the markets in which we operate, which could have a material adverse effect on our business, financial condition and results of operations.

	•	variations in local economic conditions, which could affect our customers’ discretionary spending;
	•	unanticipated fashion trends;

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	•	our success in developing and maintaining vendor relationships that provide us access to in-season merchandise at attractive prices;
	•	our success in distributing merchandise to our stores in an efficient manner; and
	•	changes in weather patterns, which in turn affect consumer preferences.

	Our comparable store sales and quarterly financial performance may fluctuate for a variety of reasons, which could result in a decline in the price of our Class A Common Shares.

	•	changes in our merchandising strategy;
	•	timing and concentration of new DSW store openings and related pre-opening and other start-up costs;
	•	levels of pre-opening expenses associated with new DSW stores;
	•	changes in our merchandise mix;
	•	changes in and regional variations in demographic and population characteristics;
	•	timing of promotional events;
	•	seasonal fluctuations due to weather conditions;
	•	actions by our competitors; and
	•	general U.S. economic conditions and, in particular, the retail sales environment.

	We rely on a single distribution center. The loss or disruption of our centralized distribution center could have a material adverse effect on our business and operations.

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	We are dependent on Retail Ventures to provide us with many key services for our business.

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

	We may be unable to compete favorably in our highly competitive market.

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	A decline in general economic conditions, or the outbreak or escalation of war or terrorist acts, could lead to reduced consumer demand for our footwear and accessories.

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

	•	economic and political instability in countries where these suppliers are located;
	•	international hostilities or acts of war or terrorism affecting the United States or foreign countries from which our merchandise is sourced;
	•	increases in shipping costs;
	•	transportation delays and interruptions, including as a result of increased inspections of import shipments by domestic authorities;
	•	work stoppages;
	•	adverse fluctuations in currency exchange rates;
	•	U.S. laws affecting the importation of goods, including duties, tariffs and quotas and other non-tariff barriers;
	•	expropriation or nationalization;
	•	changes in local government administration and governmental policies;
	•	changes in import duties or quotas;
	•	compliance with trade and foreign tax laws; and
	•	local business practices, including compliance with local laws and with domestic and international labor standards.

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	Our secured revolving credit facility could limit our operational flexibility.

	From the time of our acquisition by Value City Department Stores, Inc. in 1998 until the completion of our initial public offering in July 2005, we were not operated as an entity separate from Value City and Retail Ventures, and, as a result, our historical financial information may not be indicative of our historical financial results or future financial performance.

	We face security risks related to our electronic processing and transmission of confidential customer information. On March 8, 2005, Retail Ventures announced the theft of credit card and other purchase information relating to our customers. This security breach could materially adversely affect our reputation and business and subject us to liability.

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	The PIES may adversely affect the market price for our Class A Common Shares.

	We are controlled directly by Retail Ventures and indirectly by SSC, whose interests may differ from those of our other shareholders.

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	•	the election of directors;
	•	mergers or other business combinations; and
	•	acquisitions or dispositions of assets.

	SSC and Retail Ventures or its affiliates may compete directly against us.

	Some of our directors and officers also serve as directors and officers of Retail Ventures, and may have conflicts of interest because they may own Retail Ventures stock or options to purchase Retail Ventures stock, or they may receive cash- or equity-based awards based on the performance of Retail Ventures.

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	We do not expect to pay dividends in the foreseeable future.

	If our existing shareholders or holders of rights to purchase our Common Shares sell the shares they own, or if Retail Ventures distributes its Common Shares to its shareholders, it could adversely affect the price of our Class A Common Shares.

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

	The agreements we entered into with Retail Ventures in connection with our initial public offering could restrict our operations and adversely affect our financial condition.

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	We may be prevented from issuing stock to raise capital, to effectuate acquisitions or to provide equity incentives to members of our management and board of directors.

	Our prior and continuing relationship with Retail Ventures exposes us to risks attributable to Retail Ventures’ businesses.

	Possible future sales of Class A Common Shares by Retail Ventures, SSC, Cerberus and Millennium could adversely affect prevailing market prices for the Class A Common Shares.

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			High				Low
Fiscal 2005:
	Second Quarter		$	27.50			$	23.11
	Third Quarter			27.32				17.50
	Fourth Quarter			28.10				20.00
Fiscal 2006
	First Quarter			32.61				26.32
	Second Quarter (through July 13, 2006)			37.39				28.26

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																								For the
																								Thirteen Weeks
				For the Fiscal Year Ended																				Ended
				2/2/02				2/1/03				1/31/04				1/29/05				1/28/06				4/30/05				4/29/06
				(Dollars in thousands except per share information and net sales per average gross square foot)
Statement of Income Data:
Net sales(1)				$	523,509			$	644,345			$	791,348			$	961,089			$	1,144,061			$	281,806			$	316,487
Gross profit				$	123,396			$	158,756			$	202,927			$	270,211			$	315,719			$	82,798			$	93,287
Operating profit(2)				$	4,668			$	17,781			$	28,053			$	56,109			$	70,112			$	15,053			$	27,889
Net income(2)				$	239			$	8,060			$	14,807			$	34,955			$	37,181			$	6,980			$	17,519
Earnings per share (basic and diluted)(3)				$	0.01			$	0.29			$	0.53			$	1.26			$	1.00			$	0.25			$	0.40
Balance Sheet Data:
Total assets				$	232,821			$	295,703			$	291,184			$	395,437			$	507,715			$	407,115			$	548,474
Working capital(4)				$	60,121			$	87,141			$	103,244			$	138,919			$	238,528			$	151,715			$	258,423
Current ratio(5)					1.77				2.07				2.39				2.28				2.71				2.21				2.60
Long term obligations(6)				$	325			$	54,116			$	35,000			$	55,000			$	—			$	205,000			$	—
Other Data:
Number of DSW stores:(7)
	Beginning of period				78				104				126				142				172				172				199
		New stores			26				22				16				31				29				7				5
		Closed/re-categorized stores(7)			0				0				0				1				2				2				0
	End of period				104				126				142				172				199				177				204
	Comparable DSW stores (units)(8)				54				74				102				124				139				139				168
	DSW total square footage at end of period(9)				2,583,295				3,180,006				3,571,498				4,372,671				5,061,642				4,502,278				5,167,201
		Average gross square footage (10)			2,217,108				2,912,545				3,364,094				4,010,245				4,721,129				4,440,123				5,102,802
		Net sales per average gross sq. ft.(11)		$	230			$	214			$	214			$	217			$	217			$	57			$	56
Number of leased shoe departments at end of period					16				113				168				224				238				231				241
Total comparable store sales change(8)					0.0	%			0.1	%			5.9	%			5.0	%			5.4	%			4.4	%			4.2	%

	(1)	Includes net sales of leased shoe departments.
	(2)	Results for the fiscal year ended January 28, 2006 and for the thirteen weeks ended April 30, 2005 include a $6.5 million pre-tax charge, and a $3.9 million after-tax charge in operating profit and net income, respectively, related to the reserve for estimated losses associated with the theft of credit card and other purchase information.

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	(3)	For fiscal 2001-2004, computed based upon 27.7 million shares outstanding. During fiscal 2001-2004, we were a wholly-owned subsidiary of Retail Ventures. For fiscal 2005, computed based upon a weighted average of 37.2 million basic shares outstanding and 37.3 million diluted shares outstanding. For the thirteen weeks ended April 30, 2005, computed based upon 27.7 million shares outstanding. For the thirteen weeks ended April 29, 2006, computed based upon a weighted average of 43.9 million basic shares outstanding and 44.1 million diluted shares outstanding.
	(4)	Working capital represents current assets less current liabilities.
	(5)	Current ratio represents current assets divided by current liabilities.
	(6)	Comprised of borrowings under the Value City revolving credit facility to which we were previously a party.
	(7)	Number of DSW stores for each fiscal period presented prior to fiscal 2005 includes two combination DSW/ Filene’s Basement stores which were re-categorized as leased shoe departments in the first quarter of fiscal 2005.
	(8)	Comparable DSW stores and comparable leased shoe departments are those units that have been in operation for at least 14 months at the beginning of the fiscal year. Stores or leased shoe departments, as the case may be, are added to the comparable base at the beginning of the year and are dropped for comparative purposes in the month that they are closed.
	(9)	DSW total square footage represents the total amount of square footage at the end of the period for DSW stores only; it does not reflect square footage of leased shoe departments.

(10)	Average gross square footage represents the monthly average of square feet for DSW stores only for each period presented and consequently reflects the effect of opening stores in different months throughout the period.
(11)	Net sales per average gross square foot is the result of dividing net sales for DSW stores only for the period presented by average gross square foot calculated as described in footnote 10 above.

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	Sources of Revenue

	Expansion Strategy

	Key Financial Measures

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	Fiscal Year; Seasonality

	Separation Agreements

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	Critical Accounting Policies and Estimates

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	•	Revenue Recognition. Revenues from merchandise sales are recognized at the point of sale and are net of returns and exclude sales tax. Revenue from gift cards is deferred and the revenue is recognized upon redemption of the gift cards.
	•	Cost of Sales and Merchandise Inventories. Merchandise inventories are stated at the lower of cost, determined using the first-in, first-out basis, or market, using the retail inventory method. The retail inventory method is widely used in the retail industry due to its practicality. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profit are calculated by applying a calculated cost to retail ratio to the retail value of inventories. The cost of the inventory reflected on our consolidated balance sheet is decreased by charges to cost of sales at the time the retail value of the inventory is lowered through the use of markdowns. Hence, earnings are negatively impacted as merchandise is marked down prior to sale. Reserves to value inventory at the lower of cost or market were $19.6 million on April 29, 2006 and $19.2 million on January 28, 2006. Inherent in the calculation of inventories are certain significant management judgments and estimates, including setting the original merchandise retail value or mark-on, markups of initial prices established, reductions in prices due to customers’ perception of value (known as markdowns), and estimates of losses between physical inventory counts, or shrinkage, which, combined with the averaging process within the retail inventory method, can significantly impact the ending inventory valuation at cost and the resulting gross profit.

	•	Asset Impairment and Long-lived Assets. We must periodically evaluate the carrying amount of our long-lived assets, primarily property and equipment, and finite life intangible assets when events and circumstances warrant such a review to ascertain if any assets have been impaired. The carrying amount of a long-lived asset is considered impaired when the carrying value of the asset exceeds the expected future cash flows from the asset. Our reviews are conducted at the lowest identifiable level, which includes a store. The impairment loss recognized is the excess of the carrying amount of the asset over its fair value, estimated on discounted cash flow. Should an impairment loss be realized, it will be included in cost of sales. The amount of impairment losses recorded in fiscal 2005 was $0.2 million, all of which was recorded in the fourth quarter. No impairment losses have been recorded during the thirteen weeks ended April 29, 2006. We believe at this time that the long-lived assets’ carrying values and useful lives continue to be appropriate. To the extent these future projections or our strategies change, our conclusion regarding asset impairment may differ from our current estimates.
	•	Self-insurance Reserves. We record estimates for certain health and welfare, workers compensation and casualty insurance costs that are self-insured programs. These estimates are based on actuarial assumptions and are subject to change based on actual results. Should the total cost of claims for health and welfare, workers compensation and casualty insurance exceed those anticipated, reserves recorded may not be sufficient, and, to the extent actual results vary from assumptions, earnings would be impacted.
	•	Customer Loyalty Program. We maintain a customer loyalty program for our DSW stores in which customers receive a future discount on qualifying purchases. The “Reward Your Style” program is

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		designed to promote customer awareness and loyalty and provide us with the ability to communicate with our customers and enhance our understanding of their spending trends. Upon reaching the target spending level, customers may redeem these discounts on a future purchase. Generally, these future discounts must be redeemed within six months. We accrue the estimated costs of the anticipated redemptions of the discount earned at the time of the initial purchase and charge such costs to operating expense based on historical experience. The estimates of the costs associated with the loyalty program require us to make assumptions related to customer purchase levels and redemption rates. The accrued liability as of April 29, 2006 and January 28, 2006 was $10.2 million and $8.3 million, respectively. To the extent assumptions of purchases and redemption rates vary from actual results, earnings would be impacted.
	•	Income Taxes. We are required to determine the aggregate amount of income tax expense to accrue and the amount which will be currently payable based upon tax statutes of each jurisdiction we do business in. In making these estimates, we adjust income based on a determination of generally accepted accounting principles for items that are treated differently by the applicable taxing authorities. Deferred tax assets and liabilities, as a result of these differences, are reflected on our balance sheet for temporary differences that will reverse in subsequent years. A valuation allowance is established against deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. If our management had made these determinations on a different basis, our tax expense, assets and liabilities could be different.

		For the Fiscal Year Ended												For the				For the
														Thirteen Weeks				Thirteen Weeks
		January 31,				January 29,				January 28,				Ended				Ended
		2004				2005				2006				April 30,				April 29,
		(52 Weeks)				(52 Weeks)				(52 Weeks)				2005				2006
Net sales, including sales from leased departments			100.0	%			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			(74.4	)			(71.9	)			(72.4	)			(70.6	)			(70.5	)
Gross profit			25.6				28.1				27.6				29.4				29.5
Operating expenses			(22.1	)			(22.3	)			(21.5	)			(24.1	)			(20.7	)
Operating profit			3.5				5.8				6.1				5.3				8.8
Interest expense, net			(0.3	)			(0.3	)			(0.6	)			(1.2	)			0.4
Income before income taxes			3.2				5.5				5.5				4.1				9.2
Provision for income taxes			(1.3	)			(1.9	)			(2.3	)			(1.6	)			(3.7	)
Net income			1.9	%			3.6	%			3.2	%			2.5	%			5.5	%

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	Quarterly Operations Data

				Thirteen Weeks Ended
				April 30,				July 30,				October 29,				January 28,				April 29,
				2005				2005				2005				2006				2006
				(In thousands except per share data)
Net sales				$	281,806			$	276,211			$	302,240			$	283,804			$	316,487
Cost of sales					(199,008	)			(199,848	)			(219,221	)			(210,265	)			(223,200	)
	Gross profit				82,798				76,363				83,019				73,539				93,287
Operating expenses					(67,745	)			(55,675	)			(65,292	)			(56,895	)			(65,398	)
	Operating profit				15,053				20,688				17,727				16,644				27,889
Interest (expense) income, net:
	Non-related				(849	)			(1,092	)			149				879				1,324
	Related parties				(2,672	)			(3,920	)			—				—				—
		Income before income taxes			11,532				15,676				17,876				17,523				29,213
Income taxes expense					(4,552	)			(6,425	)			(6,965	)			(7,484	)			(11,694	)
	Net income			$	6,980			$	9,251			$	10,911			$	10,039			$	17,519
Earnings per share(1):
	Basic			$	0.25			$	0.28			$	0.25			$	0.23			$	0.40
	Diluted			$	0.25			$	0.28			$	0.25			$	0.23			$	0.40

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			Thirteen Weeks Ended
			May 1,				July 31,				October 30,				January 29,
			2004				2004				2004				2005
			(In thousands except per share data)
Net sales			$	232,559			$	234,403			$	262,444			$	231,683
Cost of sales				(164,972	)			(167,464	)			(184,991	)			(173,451	)
	Gross profit			67,587				66,939				77,453				58,232
Operating expenses				(53,782	)			(51,305	)			(60,664	)			(48,351	)
	Operating profit			13,805				15,634				16,789				9,881
Interest expense, net:
	Non-related			(726	)			(745	)			(989	)			(274	)
	Related parties			—				—				—				—
	Income before income taxes			13,079				14,889				15,800				9,607
Provision for income taxes				(5,263	)			(5,992	)			(6,358	)			(807	)
	Net income		$	7,816			$	8,897			$	9,442			$	8,800
Basic and diluted earnings per share(1)			$	0.28			$	0.32			$	0.34			$	0.32

(1)	The earnings per share calculations for each quarter are based upon the applicable weighted average shares outstanding for each period and may not necessarily be equal to the full year share amount.

	Overview

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	Transactions with Retail Ventures

	The DSW Separation from Retail Ventures

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	Operating Activities

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	Investing Activities

	Financing Activities

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		Payments Due by Period
																						No
						Less than												More than				Expiration
		Total				1 Year				1-3 Years				3-5 Years				5 Years				Date
		(Dollars in thousands)
Long-term debt		$	—			$	—			$	—			$	—			$	—			$	—
Capital lease and operating lease obligations(1)			804,322				91,666				184,028				173,870				354,758				—
Construction commitments(2)			299				299				—				—				—				—
Purchase obligations(3)			495				375				120				—				—				—
Total		$	805,116			$	92,340			$	184,148			$	173,870			$	354,758			$	—

(1)	Our operating leases require us to pay for common area maintenance costs and real estate taxes. In fiscal 2005, these common area maintenance costs and real estate taxes represented 30.1% of our required lease payments. These costs and taxes vary year by year and are based almost entirely on actual costs incurred and taxes paid incurred by the landlord. As such, they are not included in the lease obligations presented above.
(2)	Construction commitments include capital items to be purchased for projects that were under construction, or for which a lease had been signed, as of January 28, 2006.
(3)	Many of our purchase obligations are cancelable by us without payment or penalty, and we have excluded such obligations, along with all associate employment and intercompany obligations.

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	The Breadth of Our Product Offerings

	Our Distinctive and Convenient Store Layout

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	The Value Proposition Offered to Our Customers

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	Demonstrated Ability to Consistently Deliver Profitable Growth

	Expanding Our Store Base

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	Driving Sales Through Enhanced Merchandising

	Leveraging Our Operating Model

Northeast				West				Central				Southeast
Connecticut		3		Arizona		5		Illinois		10		Alabama		1
Delaware		1		California		15		Indiana		6		Florida		15
Maine		1		Colorado		6		Iowa		1		Georgia		8
Maryland		6		Nevada		3		Kansas		3		North Carolina		4
Massachusetts		8		Oregon		1		Michigan		11		Tennessee		3
New Hampshire		1		Texas		20		Minnesota		5		Virginia		10
New Jersey		8						Missouri		4
New York		17						Nebraska		1
Pennsylvania		10						Ohio		11
Rhode Island		1						Oklahoma		1
								Wisconsin		4

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	Strategy

	Merchandise Mix

Category		Percent of Net Sales
Women’s		64%
Men’s		17%
Athletic		13%
Accessories and Other		6%

	Buying, Planning and Allocation

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	Vendor Relationships

	Strategy

	“Reward Your Style”

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Name		Age				Position With Us
Jay L. Schottenstein			52			Chief Executive Officer and Chairman of the Board of Directors
Deborah L. Ferrée			52			Vice Chairman and Chief Merchandising Officer
Peter Z. Horvath			48			President
Kevin M. Lonergan			57			Executive Vice President and Chief Operating Officer
Douglas J. Probst			42			Executive Vice President, Chief Financial Officer and Treasurer
Derek Ungless			57			Executive Vice President and Chief Marketing Officer
Harris Mustafa			52			Executive Vice President, Supply Chain and Merchandise Planning and Allocation
Carolee Friedlander*			64			Director
Philip B. Miller*			68			Director
James D. Robbins*			59			Director
Harvey L. Sonnenberg			64			Director
Allan J. Tanenbaum*			59			Director
Heywood Wilansky			58			Director

*	Independent directors under NYSE rules.

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	•	Class I Directors. Messrs. Wilansky, Sonnenberg, Tanenbaum and Ms. Friedlander, whose terms will expire at the 2008 annual meeting of shareholders; and
	•	Class II Directors. Messrs. Schottenstein, Miller, and Robbins, whose terms will expire at the 2007 annual meeting of shareholders.

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																			Long Term Compensation
																			Awards								Payouts
							Annual Compensation																Securities
																			Restricted				Underlying
															Other Annual				Stock				Options/				LTIP				All Other
Name and			Fiscal				Salary				Bonus				Compensation				Award(s)				SARs				Payouts(1)				Compensation(2)
Principal Position			Year				($)				($)				($)				($)				(#)				($)				($)
Jay L. Schottenstein				2005			$	224,824				None				None				None				None				None			$	1,322
	Chairman and Chief			2004				None				None				None				None				None				None				None
	Executive Officer			2003				None				None				None				None				None				None				None
Deborah L. Ferrée				2005			$	700,000			$	912,576	(3)		$	46,559	(4)		$	535,800	(5)			150,000				None			$	15,929
	Vice Chairman and			2004			$	553,083			$	710,938					(6)			None				None			$	345,000			$	8,037
	Chief Merchandising			2003			$	510,337			$	402,079					(6)			None				None			$	345,000			$	9,428
	Officer
Peter Z. Horvath				2005			$	500,000			$	726,840	(3)				(6)		$	535,800	(5)			150,000				None				None
	President			2004			$	28,846				None				None				None				None				None				None
				2003				None				None				None				None				None				None				None
Douglas J. Probst				2005			$	302,885			$	364,512	(3)				(6)		$	247,000	(5)			70,000				None				None
	Executive Vice President,			2004				None				None				None				None				None				None				None
	Chief Financial Officer,			2003				None				None				None				None				None				None				None
	and Treasurer
Derek Ungless				2005			$	218,077			$	222,610	(3)				(6)		$	144,400	(5)			40,000				None				None
	Executive Vice President			2004				None				None				None				None				None				None				None
	and Chief Marketing			2003				None				None				None				None				None				None				None
	Officer

(1)	In July 2002, the Compensation Committee of Retail Ventures recommended and the Board of Directors of Retail Ventures approved the establishment of a “value creation” program, pursuant to which cash payments were made to certain participants including Ms. Ferrée. Ms. Ferrée was awarded an aggregate of $690,000 pursuant to the program, subject to a risk of forfeiture on termination of employment, $345,000 of which was paid during fiscal 2004 and fiscal 2003, respectively.
(2)	The amounts shown in this column for each named executive officer includes contributions or other allocations to Retail Ventures’ 401(k) Plan and Employee Stock Purchase Plan for the named executive officer, as follows:

401(k) Plan and Associate

Stock Purchase Plan

Name

2005

2004

2003

Jay L. Schottenstein

$

1,322

None

None

Deborah L. Ferrée

$

8,983

$

8,037

$

9,428

Peter Z. Horvath

None

None

None

Douglas J. Probst

None

None

None

Derek Ungless

None

None

None

	For fiscal 2005, includes $6,946 reimbursement (including a tax gross up of $2,219) for cancelled vacation costs to Ms. Ferrée.

(3)	Bonus amounts for 2005 are comprised of the following:

		Incentive				Discretionary				Signing
Officer		Compensation				Bonus				Bonus
Deborah L. Ferrée		$	637,006			$	275,571				—
Peter Z. Horvath		$	455,004			$	196,836			$	75,000
Douglas J. Probst		$	226,515			$	97,997			$	40,000
Derek Ungless		$	103,033			$	44,577			$	75,000

(4)	Includes $44,890 related to perquisites paid by us, $1,136 relating to country club dues and membership fees paid by us and $533 relating to country club tax gross up.

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(5)	The value (determined based on the closing price of the Class A Common Shares on the NYSE on the date of grant) of 28,200 restricted stock units (“Units”) awarded to Ms. Ferrée and Mr. Horvath, 13,000 Units awarded to Mr. Probst, and 7,600 Units awarded to Mr. Ungless, as of June 28, 2005 pursuant to our initial public offering. The Units vest on June 28, 2009 and do not have voting or dividend rights. As of January 28, 2006, the value of the shares underlying the Units was $761,400 for Ms. Ferrée and Mr. Horvath, $351,000 for Mr. Probst, and $205,200 for Mr. Ungless (determined based on the closing price of our Class A Common Shares on the NYSE on the last trading day before January 28, 2006).
(6)	The aggregate amount of perquisites and other benefits paid to the named officers in these fiscal years did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus reported for the named executive officer.

		Individual Grants
																		Potential Realizable Value
																		at Assumed Annual Rates
		Number of				% of Total												of Stock Price
		Securities				Options/SARs												Appreciation for Option
		Underlying				Granted to				Exercise or								Term(1)
		Options/SARs(2)				Employees in				Base Price				Expiration
Name		Granted (#)				Fiscal Year				($/share)				Date				5%				10%
Jay L. Schottenstein			None				—				—				—				—				—
Deborah L. Ferrée			150,000				17.81	%		$	19.00				6/28/15			$	1,792,350			$	4,542,166
Peter Z. Horvath			150,000				17.81	%		$	19.00				6/28/15			$	1,792,350			$	4,542,166
Douglas J. Probst			70,000				8.31	%		$	19.00				6/28/15			$	836,430			$	2,119,677
Derek Ungless			40,000				4.75	%		$	19.00				6/28/15			$	477,960			$	1,211,244

(1)	Represents the potential realizable value of each grant of options/ SARS assuming that the market price of the common shares appreciates in value from the date of grant to the end of the option term at either a 5% or 10% annualized rate, based on the difference between the assumed per share value and the per share option exercise price, multiplied by the total number of option shares.
(2)	Options were granted with an exercise price equal to the market price at the grant date and vest ratably over five years from the date of grant.

										Number of
										Securities Underlying								Value of Unexercised
		Shares								Unexercised Options/SARs								In-the-Money Options/SARs
		Acquired				Value				at Fiscal Year-end (#)								at Fiscal Year-end ($)(1)
		on Exercise				Realized
Name		(#)				($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Jay L. Schottenstein			—				—				—				—				—				—
Deborah L. Ferrée			—				—				—				150,000				—			$	1,200,000
Peter Z. Horvath			—				—				30,000				120,000			$	240,000			$	960,000
Douglas J. Probst			—				—				—				70,000				—			$	560,000
Derek Ungless			—				—				—				40,000				—			$	320,000

(1)

Represents the total gain which would be realized if all in-the-money options held at year end were exercised, determined by multiplying the number of shares underlying the options by the difference between the per share option exercise price and the per share fair market value of DSW Class A Common Shares at year end of $27.00. An option is in-the-money if the fair market value of the underlying shares exceeds the exercise price of the option.

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										Number of
										Securities Underlying								Value of Unexercised
		Shares								Unexercised Options/SARs								In-the-Money Options/SARs
		Acquired								at Fiscal Year-end (#)								at Fiscal Year-end ($)(1)
		on Exercise				Value
Name		(#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Jay L. Schottenstein			—				—				50,000				—				—				—
Deborah L. Ferrée			250,000			$	1,875,250				86,000				216,000			$	635,060			$	1,777,680
Peter Z. Horvath			—				—				—				—				—				—
Douglas J. Probst			—				—				—				—				—				—
Derek Ungless			—				—				—				—				—				—

(1)

Represents the total gain which would be realized if all in-the-money options held at year end were exercised, determined by multiplying the number of shares underlying the options by the difference between the per share option exercise price and the per share fair market value of Retail Ventures common shares at year end of $12.73. An option is in-the-money if the fair market value of the underlying shares exceeds the exercise price of the option.

Number of Securities

Number of Securities to

Remaining Available for

be Issued Upon

Weighted-average

Issuance Under Equity

Exercise of Outstanding

Exercise Price of

Compensation Plans

Options, Warrants and

Outstanding Options,

(excluding Securities

Rights

Warrants and Rights

Reflected in Column(a)

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders(1)(2)

1,062,513

$

19.54

3,537,487

Equity compensation plans not approved by security holders

N/A

N/A

N/A

Total

1,062,513

$

19.54

3,537,487

(1)	DSW Inc. 2005 Equity Incentive Plan.
(2)	Includes 914,200 shares issuable pursuant to the exercise of outstanding stock options, 131,300 shares issuable pursuant to restricted stock units, and 17,013 shares issuable pursuant to director stock units. Since the restricted stock units and director stock units have no exercise price, they are not included in the weighted average exercise price calculation in column (b).

	The Retail Ventures Incentive Plans

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	The DSW 2005 Equity Plan

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	The DSW 2005 Cash Incentive Plan

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	Employment Agreements

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	Termination of Employment

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	Historical Relationship With Retail Ventures

	Retail Ventures as our Controlling Shareholder

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	Agreements Between Us And Retail Ventures

	Agreements Relating to our Separation from Retail Ventures

	•	a master separation agreement;
	•	a shared services agreement and other intercompany arrangements;
	•	a tax separation agreement;
	•	an exchange agreement; and
	•	a footwear fixture agreement.

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Annual

Minimum Rent as of

Store Location

Landlord

Expiration Date

Renewal Options

January 28, 2006(1)

Glen Allen, Virginia

Jubilee — Richmond, LLC

October 2015

Three, with terms of five years each.

$

429,249

Fairfax, Virginia

Jubilee Limited Partnership

November 2009

Two, with terms of 10 years each.

$

525,589

Pittsburgh, Pennsylvania (Clariton Boulevard)

SSC

December 2017

Three, with terms of five, five and two years, respectively.

$

341,356

Troy, Michigan

Jubilee Limited Partnership

February 2013

Two, with terms of five years each.

$

512,000

Springdale, Ohio

Jubilee — Springdale, LLC

October 2016

Three, with terms of five years each.

$

568,000

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Annual

Minimum Rent as of

Store Location

Landlord

Expiration Date

Renewal Options

January 28, 2006(1)

Denton, Texas

Jubilee Limited Partnership

February 2019

Three, with terms of five years each.

$

319,790

Richmond, Virginia (Midlothian)

JLP — Richmond LLC

April 2019

Three, with terms of five years each.

$

420,000

Merrillville, Indiana (2)

Jubilee Limited Partnership

December 2017

Three, with terms of five years each.

$

360,000

Beavercreek, Ohio

Shoppes of Beavercreek, Ltd

September 2012

Three, with terms of five years each.

$

363,585

Chesapeake, Virginia

JLP — Chesapeake, LLC

July 2011

Four, with terms of five years each.

$

402,325

Columbus, Ohio (Polaris)

SSC — Polaris, LLC

October 2017

Four, with terms of five years each.

$

583,800

Cary, North Carolina

JLP — Cary, LLC

February 2018

Three, with terms of five years each.

$

424,782

Madison, Tennessee

JLP — Madison LLC

November 2017

Three, with terms of five years each.

$

252,992

Kalamazoo, Michigan

K&S Maple Hill Mall, L.P.

October 2020

Three, with terms of five years each.

$

312,996

South Bend, Indiana

KSK Scottsdale Mall, L.P.

October 2020

Three, with terms of five years each.

$

338,897

Warrensville Heights, Ohio(3)

JLP — Harvard Park, LLC

Three, with terms of five years each.

$

360,000

(1)	For each lease, we also (a) pay percentage rent equal to approximately 2% annually of gross sales that exceed specified breakpoints that increase as the minimum rent increases and (b) pay a portion of expenses related to maintenance, real estate taxes and insurance.
(2)	DSW occupies this premises under a license agreement entered into with Value City. Value City is the tenant under the lease entered into with the landlord.
(3)	This store is expected to open in fiscal 2006, at which time the expiration date will be determined.

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	•	If Retail Ventures or SSC learns about a corporate opportunity, it does not have to tell us about it and it is not a breach of any fiduciary duty for it to pursue such corporate opportunity for itself or to direct it elsewhere.
	•	If one of our directors or officers who is also a director or officer of Retail Ventures or SSC learns about a corporate opportunity, he or she shall not be liable to us or to our shareholders if Retail Ventures or SSC pursues the corporate opportunity for itself, directs it elsewhere or does not communicate information about the opportunity to us, if such director or officer acts in a manner consistent with the following policy:

	•	If the corporate opportunity is offered to one of our officers who is also a director but not an officer of Retail Ventures or SSC, the corporate opportunity belongs to us unless it was expressly offered to the officer in writing solely in his or her capacity as a director of Retail Ventures or SSC, in which case it belongs to Retail Ventures or SSC, as the case may be.
	•	If the corporate opportunity is offered to one of our directors who is not an officer of DSW, and who is also a director or officer of Retail Ventures or SSC, the corporate opportunity belongs to us only if it was expressly offered to the director in writing solely in his or her capacity as our director.

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	•	If the corporate opportunity is offered to one of our officers, whether or not such person is also a director, who is also an officer of Retail Ventures or SSC, it belongs to us only if it is expressly offered to the officer in writing solely in his or her capacity as our officer or director.

	•	the relationship or interest is disclosed or is known to the board of directors or the committee approving the contract or transaction, and the board of directors or committee, in good faith reasonably justified by the facts, authorizes the contract or transaction by the affirmative vote of a majority of the directors who are not interested in the contract or transaction;
	•	the relationship or interest is disclosed or is known to the shareholders, and the shareholders approve the contract or transaction by the affirmative vote of the holders of a majority of the voting power of the corporation held by persons not interested in the contract or transaction; or
	•	the contract or transaction is fair at the time it is authorized or approved by the board of directors, a committee of the board of directors, or the shareholders.

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	Security Ownership of Certain Beneficial Owners

										Percentage of
		Number of Shares								Shares Beneficially								Percentage of
		Beneficially Owned								Owned								Combined Voting
																		Power of All Classes
Name and Beneficial Owner		Class A				Class B				Class A				Class B				of Common Stock
Retail Ventures, Inc.			—				27,702,667	(1)			—				100	%			93.2	%
3241 Westerville Road Columbus, Ohio 43224
Schottenstein Stores Corporation			2,302,599	(2)(3)			—				12.5	%			—				1.0	%
1800 Moler Road Columbus, Ohio 43207
Jay L. Schottenstein			2,652,699	(2)(3)			—				14.3	%			—				1.1	%
1800 Moler Road Columbus, Ohio 43207
Stephen Feinberg			1,118,389	(2)(4)			—				6.5	%			—				0.5	%
c/o Cerberus Partners L.P. 299 Park Avenue New York, New York 10171
Baron Capital Management, Inc.			3,197,600	(5)			—				19.8	%			—				1.3	%
767 Fifth Avenue New York, New York 10153
Wellington Management Company, LLP			1,913,570	(6)			—				11.8	%			—				0.8	%
75 State Street Boston, Massachusetts 02109
Wells Fargo & Company			1,349,420	(7)			—				8.3	%			—				0.6	%
420 Montgomery Street San Francisco, California 94104
Delaware Management Holdings			1,170,592	(8)			—				7.2	%			—				0.5	%
2005 Market Street
Philadelphia, Pennsylvania 19103
Arbor Capital Management, LLC			818,200	(9)			—				5.1	%			—				0.3	%
One Financial Plaza 120 South Sixth Street Suite 100 Minneapolis, Minnesota 55402

(1)	Class B Common Shares of DSW held by Retail Ventures are exchangeable into a like number of Class A Common Shares of DSW. Common Shares of DSW held by Retail Ventures are currently subject to a lien securing Retail Ventures’ obligations under the non-convertible loan facility provided by Cerberus and SSC to Value City and a lien in favor of Value City. These liens will be released upon the consummation of the offering of the PIES by Retail Ventures. However, Retail Ventures will pledge sufficient DSW Common Shares to the collateral agent for the PIES to enable Retail Ventures to satisfy its obligations to deliver Class A Common Shares upon exchange of the PIES, and sufficient DSW Common Shares will continue to be subject to liens and/or contractual obligations to enable Retail Ventures to satisfy its obligations to the warrantholders to deliver Class A Common Shares upon exercise of the warrants.
(2)	Each of Cerberus and SSC has the right to acquire Class A Common Shares of DSW from Retail Ventures pursuant to certain warrant agreements. As described in footnote 4 below, Stephen Feinberg exercises sole voting and investment authority over all of our securities owned by Cerberus, directly or indirectly.

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(3)	As of April 29, 2006, Mr. Schottenstein was the beneficial owner of approximately 78.4% of the outstanding common shares of SSC. As described in footnote 2 above, SSC has the right to acquire 2,302,599 Class A Common Shares of DSW (subject to adjustment) from Retail Ventures pursuant to certain warrant agreements. Mr. Schottenstein is also the sole beneficial owner of 144,000 Retail Ventures common shares and holds 52,500 Retail Ventures common shares through Glosser Brothers Acquisition, Inc., or GBA, of which Mr. Schottenstein is Chairman of the Board, President, a director and a trustee or co-trustee of family trusts that own 100% of the stock of GBA. Mr. Schottenstein has voting and investment power as co-trustee of a family trust that owns 30,000 Retail Ventures common shares, and is one of five trustees of a foundation that owns 67,944 Retail Ventures common shares. Mr. Schottenstein also held options exercisable for 50,000 Retail Ventures common shares. As of April 29, 2006, SSC owned approximately 42.8% of the outstanding shares and beneficially owned approximately 53.6% (assumes issuance of (i) 8,333,333 Retail Ventures Common Shares issuable upon the exercise of convertible warrants, (ii) 1,594,377 shares of Retail Ventures Common Shares issuable upon the exercise of term loan warrants, and (iii) 479,792 Retail Ventures Common Shares issuable pursuant to the anti-dilution provisions of the term loan warrants) of the outstanding shares of Retail Ventures. These warrants are exerciseable at the option of the holder for RVI common shares or for DSW Class A Common Shares held by RVI, or a combination thereof.
(4)	Stephen Feinberg exercises sole voting and investment authority over all of our securities owned by Cerberus, directly or indirectly. Thus, pursuant to Rule 13d-3 under the Exchange Act, Mr. Feinberg is deemed to beneficially own 1,118,389 of our Class A Common Shares issuable to Cerberus upon the exercise of its warrants exclusively for DSW Common Shares. Under the terms of the warrants, Cerberus may not exercise the warrants, to the extent such exercise would cause Cerberus, together with its affiliates, to beneficially own a number of Class A Common Shares which would exceed 9.99% of our then outstanding Common Shares following such exercise, excluding for purposes of such determination Class A Common Shares issuable upon exercise of the additional warrants which have not been exercised.
(5)	Baron Capital Group, Inc., or BCG, is the parent company of BAMCO, Inc., or BAMCO, and Baron Capital Management, Inc., or BCM. BAMCO and BCM are investment advisors registered under Section 203 of the Investment Advisors Act of 1940. BAMCO beneficially owns 2,960,500 Class A Common Shares, and BCM beneficially owns 237,100 Class A Common Shares. Baron Small Growth Fund, or BCS, and Baron Growth Fund, or BGF, are investment companies registered under Section 8 of the Investment Company Act and are advisory clients of BAMCO and own 1,500,000 and 1,350,000 Class A Common Shares, respectively. Ronald Baron owns a controlling interest in BCG. BCG and Ronald Baron disclaim beneficial ownership of shares held by their controlled entities (or the investment advisory clients thereof to the extent such shares are held by persons other than BCG and Ronald Baron. BAMCO and BCM disclaim beneficial ownership of shares held by their investment advisory clients to the extent such shares are held by persons other than BAMCO, BCM and their affiliates. Based on information contained in a Schedule 13G filed with the SEC on February 14, 2006.
(6)	Wellington Management is an investment advisor and may be deemed to beneficially own 1,913,570 Class A Common Shares on behalf of its clients. Wellington Management reported it had shared voting power over 1,625,260 Class A Common Shares and shared dispositive power over 1,895,970 Class A Common Shares. Based on information contained in a Schedule 13G filed with the SEC on January 10, 2006.
(7)	Wells Fargo & Company reported it had sole voting power over 1,257,200 Class A Common Shares, sole dispositive power over 1,274,980 Class A Common Shares, and shared dispositive power over 74,440 Class A Common Shares. Based on information contained in a Schedule 13G filed with the SEC on February 15, 2006.
(8)	Delaware Management Holdings reported it had sole voting power over 1,161,428 Class A Common Shares, shared voting power over 369 Class A Common Shares, and sole dispositive power over 1,170,592 Class A Common Shares. Based on information contained in a Schedule 13G filed with the SEC on February 9, 2006.
(9)	Arbor Capital Management, LLC is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Mr. Leggott is CEO of Arbor Capital Management, LLC and beneficially owns a controlling percentage of its outstanding voting securities. Mr. Leggott could be deemed to have voting and/or investment power with respect to the shares beneficially owned by Arbor Capital Management, LLC. Arbor Capital Management, LLC report it had sole voting and sole dispositive power over 818,200 Class A Common Shares. Based on information contained in a Schedule 13G filed with the SEC on February 3, 2006.

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										Percentage of								Percentage of
		Number of Shares								Shares Beneficially								Combined Voting
		Beneficially Owned(1)								Owned(2)								Power of All
																		Classes of
Name and Beneficial Owner		Class A				Class B				Class A				Class B				Common Stock
Deborah Ferrée			50,000				—				*				—				*
Carolee Friedlander			6,100				—				*				—				*
Peter Z. Horvath			60,000				—				*				—				*
Philip B. Miller			6,100				—				*				—				*
Douglas J. Probst			18,500				—				*				—				*
James D. Robbins			4,100				—				*				—				*
Jay L. Schottenstein(3)			2,652,699				—				14.3	%			—				1.1	%
Harvey L. Sonnenberg			5,100				—				*				—				*
Allan J. Tanenbaum			6,089				—				*				—				*
Derek Ungless			10,000				—				*				—				*
Heywood Wilansky			5,000				—				*				—				*
All directors and executive officers as a group (12 persons)			2,823,688				—				15.2	%			—				1.2	%

	*	Represents less than 1% of outstanding common shares, net of treasury shares.

(1)	Except as otherwise noted, the persons named in this table have sole power to vote and dispose of the shares listed.

	Includes the following number of Class A Common Shares as to which the named person has the right to acquire beneficial ownership upon the exercise of stock options and the amount of restricted shares that could be issued within 60 days of May 1, 2006:

		Stock Options Exercisable				Restricted Shares that Could
		Within 60 days of May 1,				be Issued Within 60 days of
Beneficial Owner		2006				May 1, 2006
Deborah Ferrée			30,000				—
Carolee Friedlander			—				3,100
Peter Z. Horvath			30,000				—
Philip B. Miller			—				3,100
Douglas J. Probst			14,000				—
James D. Robbins			—				3,100
Harvey L. Sonnenberg			—				3,100
Allan J. Tanenbaum			—				5,089
Derek Ungless			8,000				—
All directors and executive officers as a group			88,000				17,489

(2)	The percent is based upon 16,181,075 Class A Common Shares and 27,702,667 Class B Common Shares outstanding, plus the number of shares a person has the right to acquire within 60 days of May 1, 2006.
(3)	Includes 350,000 Class A Common Shares held by family trusts and 2,302,599 Class A Common Shares that SSC has the right to acquire from Retail Ventures pursuant to certain warrant agreements. As of May 1, 2006, Mr. Schottenstein was the beneficial owner of approximately 78.4% of the outstanding common shares of SSC.

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	•	the chairman of the board, the president, or in case of the president’s death or disability, the vice president authorized to exercise the authority of the president;
	•	the directors by action at a meeting, or a majority of the incumbent directors acting without a meeting; or
	•	the holders of at least 50% of all shares outstanding and entitled to vote thereat.

	•	one-fifth or more but less than one-third of the voting power;
	•	one-third or more but less than a majority of the voting power; and
	•	a majority or more of the voting power.

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	•	If the applicable market value (as defined in the indenture governing the PIES) of our Class A Common Shares is equal to or greater than the threshold appreciation price of $          , which is      % above the initial price of $          , the exchange ratio will be                     Class A Common Shares.
	•	If the applicable market value of our Class A Common Shares is less than the threshold appreciation price but greater than the initial price, the exchange ratio will be equal to $1,000 divided by the applicable market value, which is between               and                     Class A Common Shares.
	•	If the applicable market value of our Class A Common Shares is less than or equal to the initial price, the exchange ratio will be                     Class A Common Shares.

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	•	during the last 17 days of the 90-day restricted period we or Retail Ventures issue an earnings release or announce material news or a material event relating to us occurs; or
	•	prior to the expiration of the 90-day restricted period, we or Retail Ventures announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day period,

	•	A short sale position involves a sale by the underwriter for the offering of the PIES in excess of the number of PIES the underwriter is obligated to purchase in the offering, which creates a short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of PIES involved in the sales made by the underwriter is not greater than the number of PIES that it may purchase with its option to purchase additional PIES. In a naked short position, the number of PIES involved is greater than the number of PIES that it may purchase with its option to purchase additional PIES. The underwriter may close out any short position by either exercising its option and/or purchasing PIES in the open market. In determining the source of PIES to close out the short position, the underwriter will consider, among other things, the price of PIES available for purchase in the open market as compared to the price at which it may purchase PIES through its option. If the underwriter sells more PIES than could be covered by its option, a naked short position, the position can only be closed out by buying PIES in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the PIES in the open market after pricing that could adversely affect investors who purchase in the offering.
	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These stabilizing transactions may have the effect of raising or maintaining the market price of the PIES or our Class A Common Shares or preventing or retarding a

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		decline in the market price of the PIES or our Class A Common Shares. As a result, the price of the PIES or of our Class A Common Shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise, and, if commenced, may be discontinued at any time.

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	1. it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 or FSMA) received by it in connection with the issue or sale of the PIES or our Class A Common Shares in circumstances in which Section 21(1) of the FSMA does not apply to us, and
	2. it has complied with, and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the PIES or our Class A Common Shares in, from or otherwise involving the United Kingdom.

	1. to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities,
	2. to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts, or
	3. in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

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	•	Annual Report on Form 10-K for the fiscal year ended January 28, 2006;
	•	Quarterly Report on Form 10-Q for the quarter ended April 29, 2006;
	•	Current Reports on Form 8-K as filed on April 11, 2006 (which does not include information deemed “furnished”), April 1, 2006, June 5, 2006 and July 13, 2006;
	•	Proxy Statement for the Annual Meeting of Shareholders held on June 14, 2006; and
	•	All documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus.

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		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of January 28, 2006 and January 29, 2005			F-3
Consolidated Statements of Income for the years ended January 28, 2006, January 29, 2005 and January 31, 2004			F-4
Consolidated Statements of Shareholders’ Equity for the years ended January 28, 2006, January 29, 2005, January 31, 2004 and February 1, 2003			F-5
Consolidated Statements of Cash Flows for the years ended January 28, 2006, January 29, 2005 and January 31, 2004			F-6
Notes to Consolidated Financial Statements			F-7
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited):
Condensed Consolidated Balance Sheets at April 29, 2006 and January 28, 2006 (unaudited)			F-23
Condensed Consolidated Statements of Income for the three months ended April 29, 2006 and April 30, 2005 (unaudited)			F-24
Condensed Consolidated Statements of Shareholders’ Equity for the three months ended April 29, 2006 and April 30, 2005 (unaudited)			F-25
Condensed Consolidated Statements of Cash Flows for the three months ended April 29, 2006 and April 30, 2005 (unaudited)			F-26
Notes to the Condensed Consolidated Financial Statements			F-27

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	/s/ DELOITTE & TOUCHE LLP

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				January 28,				January 29,
				2006				2005
				(In thousands, except share
				amounts)
ASSETS
Cash and equivalents				$	124,759			$	8,339
Accounts receivable, net					4,039				2,291
Receivables from related parties					49
Inventories					216,698				208,015
Prepaid expenses and other assets					13,981				8,940
Deferred income taxes					18,591				20,261
Total current assets					378,117				247,846
Advances to affiliates									23,676
Property and equipment — at cost:
	Furniture, fixtures and equipment				100,483				81,605
	Leasehold improvements				74,841				70,936
		Total property and equipment			175,324				152,541
	Less accumulated depreciation				(79,403	)			(62,485	)
		Property and equipment — net			95,921				90,056
Goodwill					25,899				25,899
Tradenames and other intangibles, net					6,216				7,079
Deferred income taxes and other assets					1,562				881
Total assets				$	507,715			$	395,437
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable				$	78,889			$	72,073
Accounts payable to related parties					6,631				47
Accrued expenses:
	Compensation				9,933				6,804
	Taxes				9,557				12,560
	Accrued advertising				8,586				4,958
	Other				25,993				12,485
Total current liabilities					139,589				108,927
Long-term obligations, net of current maturities									55,000
Other noncurrent liabilities					63,410				52,684
Commitments and contingencies
Shareholders’ equity:
Class A Common Shares, no par value; 170,000,000 authorized; 16,190,088 and none issued and outstanding, respectively					281,119
Class B Common Shares, no par value; 100,000,000 authorized; 27,702,667 and 27,702,667 issued and outstanding, respectively									101,442
Preferred Shares, no par value; 100,000,000 authorized; no shares issued or outstanding
Retained earnings					26,007				77,384
Deferred compensation					(2,410	)
Total shareholders’ equity					304,716				178,826
Total liabilities and shareholders’ equity				$	507,715			$	395,437

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			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands, except per share amounts)
Net sales				1,144,061				961,089				791,348
Cost of sales				(828,342	)			(690,878	)			(588,421	)
Gross profit				315,719				270,211				202,927
Operating expenses				(245,607	)			(214,102	)			(174,874	)
Operating profit				70,112				56,109				28,053
Interest expense, net
	Non-related parties			(914	)			(2,734	)			(2,739	)
	Related parties			(6,591	)
Earnings before income taxes				62,607				53,375				25,314
Income tax provision				(25,426	)			(18,420	)			(10,507	)
Net income				37,181				34,955				14,807
Basic and diluted earnings per share:
	Basic		$	1.00			$	1.26			$	0.53
	Diluted		$	1.00			$	1.26			$	0.53
Shares used in per share calculations:
	Basic			37,219				27,703				27,703
	Diluted			37,347				27,703				27,703

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		Number of
		Class A				Class B				Class A				Class B								Deferred
		Common				Common				Common				Common				Retained				Compensation
		Shares				Shares				Shares				Shares				Earnings				Expense				Total
		(In thousands)
Balance, February 1, 2003							27,703							$	101,442			$	27,622							$	129,064
Net income																			14,807								14,807
Balance, January 31, 2004							27,703							$	101,442			$	42,429							$	143,871
Net income																			34,955								34,955
Balance, January 29, 2005							27,703							$	101,442			$	77,384							$	178,826
Sale of stock			16,172							$	277,963																277,963
Net income																			37,181								37,181
Dividend to parent															(101,442	)			(88,558	)							(190,000	)
Restricted stock units granted											2,686											$	(2,686	)
Amortization of deferred compensation expense																							276				276
Stock units granted			17								447																447
Exercise of stock options			1								23																23
Balance, January 28, 2006			16,190				27,703			$	281,119			$	0			$	26,007			$	(2,410	)		$	304,716

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			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands)
Cash flows from operating activities:
Net income			$	37,181			$	34,955			$	14,807
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization				19,444				18,275				15,478
Amortization of debt issuance costs				613				469				479
Amortization of deferred compensation expense				276
Deferred income taxes				2,084				(7,813	)			26
Loss on disposal of assets				691				135				585
Impairment Charges				234				833
Grants of director stock units				447
Change in working capital, assets and liabilities:
	Accounts receivable			(1,748	)			(27	)			2,965
	Accounts receivable from related parties			(49	)
	Inventories			(8,683	)			(57,996	)			(8,907	)
	Prepaid expenses and other assets			(5,815	)			(338	)			(641	)
	Advances to/from affiliates			23,676				(22,236	)			20,574
	Accounts payable			13,207				19,502				(9,209	)
	Proceeds from lease incentives			10,781				11,509				6,394
	Other noncurrent liabilities			(419	)			3,026				386
	Accrued expenses			17,337				15,019				1,973
Net cash provided by operating activities				109,257				15,313				44,910
Cash flows from investing activities:
Cash paid for property and equipment				(25,344	)			(33,949	)			(22,110	)
Proceeds from sale of assets				91				37				—
Net cash used in investing activities				(25,253	)			(33,912	)			(22,110	)
Cash flows from financing activities:
Payments on capital lease obligations								(138	)			(205	)
Proceeds from sale of stock				277,963
Payment of note to parent				(190,000	)
Net (decrease) increase in revolving credit facility				(55,000	)			20,000				(19,000	)
Debt issuance costs				(570	)
Proceeds from exercise of stock options				23
Net cash provided (used in) by financing activities				32,416				19,862				(19,205	)
Net increase in cash and equivalents				116,420				1,263				3,595
Cash and equivalents, beginning of period				8,339				7,076				3,481
Cash and equivalents, end of period			$	124,759			$	8,339			$	7,076

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1.	SIGNIFICANT ACCOUNTING POLICIES

	Cash and Equivalents — Cash and equivalents represent cash, highly liquid investments with original maturities of three months or less at the date of purchase and credit card receivables, which generally settle within three days. The carrying amounts approximate fair value.

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	Accounts Receivable — Accounts receivable are classified as current assets because the average collection period is generally less than one year. The carrying amount approximates fair value because of the relatively short average maturity of the instruments and no significant change in interest rates.
	Long-Term Debt — The carrying amount approximates fair value as a result of the variable rate-based borrowings.

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			January 28,				January 29,
			2006				2005
			(In thousands)
Tradenames:
	Gross Asset		$	12,750			$	12,750
	Accumulated amortization			(6,587	)			(5,738	)
Subtotal				6,163				7,012
	Useful life			15				15
Favorable leases:
	Gross Asset			140				140
	Accumulated amortization			(87	)			(73	)
Subtotal				53				67
	Useful life			14				14
Tradenames and other intangible assets — net			$	6,216			$	7,079

Fiscal Year		(In thousands)
2005		$	864
2006		$	861
2007		$	854
2008		$	854
2009		$	854
2010		$	854

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		Years Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
		(In thousands)
Weighted average shares outstanding			37,219				27,703				27,703
Assumed exercise of dilutive stock options			62
Restricted stock units			66
Number of shares for computation of dilutive earnings per share			37,347				27,703				27,703

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2.	INITIAL PUBLIC OFFERING

3.	STOCK BASED COMPENSATION

		Year Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
		(In thousands, except per share amounts)
Net income, as reported		$	37,181			$	34,955			$	14,807
Add: Stock-based employee compensation expense included in reported net income, net of tax			167
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of tax			(1,212	)
Pro forma net income		$	36,136			$	34,955			$	14,807
Income per share:
Basic as reported		$	1.00			$	1.26			$	0.53
Diluted as reported		$	1.00			$	1.26			$	0.53
Basic pro forma		$	0.97			$	1.26			$	0.53
Diluted pro forma		$	0.97			$	1.26			$	0.53

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4.	RELATED PARTY TRANSACTIONS

5.	LEASES

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		Operating Leases
						Unrelated
Fiscal Year		Total				Party				Related Party
		(In thousands)
2006		$	91,666			$	83,258			$	8,408
2007			92,768				84,122				8,646
2008			91,260				82,376				8,884
2009			89,199				80,387				8,812
2010			84,671				76,304				8,367
Future years			354,758				302,020				52,738
Total minimum lease payments		$	804,322			$	708,467			$	95,855

			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands)
Minimum rentals:
	Unrelated parties		$	73,189			$	63,172			$	52,326
	Related parties			7,683				6,152				6,011
Contingent rentals:
	Unrelated parties			17,331				13,692				10,785
	Related parties			10,778				6,931				5,796
Total			$	108,981			$	89,947			$	74,918

6.	LONG-TERM OBLIGATIONS

		January 28,				January 29,
		2006				2005
		(In thousands)
Revolving credit facility (long-term)		$	—			$	55,000
Letters of credit outstanding		$	13,577			$	14,854
Availability under revolving credit facility		$	136,423			$	108,544

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7.	INCOME TAX PROVISION

			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands)
Current:
	Federal		$	18,891			$	21,438			$	8,711
	State and local			4,451				4,803				1,770
				23,342				26,241				10,481
Deferred:
	Federal			(1,110	)			(6,843	)			(27	)
	State and local			3,194				(978	)			53
				2,084				(7,821	)			26
Income tax expense			$	25,426			$	18,420			$	10,507

		January 28,				January 29,				January 31,
		2006				2005				2004
		(In thousands)
Income tax expense at federal statutory rate		$	21,912			$	18,681			$	8,860
State and local taxes-net			2,800				2,538				1,188
Non-deductible amortization			—				—				298
Work opportunity tax credit — net			(292	)			(119	)			(131	)
State tax deferred tax asset write-off of commercial activity tax			1,574				—				—
Officer compensation			—				—				169
Meals and entertainment			—				201				123
Non-deductible expenses and other			(568	)			(2,881	)			—
		$	25,426			$	18,420			$	10,507

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			January 28,				January 29,
			2006				2005
			(In thousands)
Deferred tax assets:
	Basis differences in inventory		$	2,592			$	5,418
	Basis differences in property and equipment			—				859
	Tenant allowance			887				1,406
	State and local tax NOLs			1,381				5,043
	Alternative Minimum Tax credit carryforward			—				1,634
	Accrued rent			8,034				7,042
	Workers compensation			1,163				1,443
	Accrued expenses			6,949				3,708
	Other			963				3,640
				21,969				30,193
Deferred tax liabilities:
	Amortization			—				(2,785	)
	Prepaid expenses			(2,662	)			(2,569	)
	Accrued bonus			—				(1,336	)
	Basis differences in property and equipment			(1,080	)			—
	State and local taxes			—				(3,192	)
				(3,742	)			(9,882	)
Total — net			$	18,227			$	20,311

		January 28,				January 29,
		2006				2005
		(In thousands)
Current deferred tax asset		$	18,591			$	20,261
Non-current deferred tax (liability) asset			(364	)			50
Total — net		$	18,227			$	20,311

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8.	OTHER BENEFIT PLANS

9.	STOCK OPTION PLANS

		January 28, 2006
		Shares				WAEP
Outstanding beginning of year			—				—
Granted			937			$	19.53
Exercised			(1	)			19.00
Canceled			(22	)			19.00
Outstanding end of year			914			$	19.54
Options exercisable end of year			30			$	19.00
Shares available for additional grants			3,536

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		Options Outstanding
						Weighted
						Average
						Remaining								Options Exercisable
						Contract
Range of Exercise Prices		Shares				Life				WAEP				Shares				WAEP
$19.00 - $20.00			829				9 years			$	19.00				30			$	19.00
$20.01 - $25.00			73				10  years			$	24.52
$25.01 - $30.00			12				10  years			$	26.84

10.	COMMITMENTS AND CONTINGENCIES

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11.	SEGMENT REPORTING

							Leased
			DSWStores				Departments				Total
As of January 28, 2006
	Net sales		$	1,023,501			$	120,560			$	1,144,061
	Gross profit			298,082				17,637				315,719
	Capital expenditures			25,379				158				25,537
	Total assets			479,364				28,351				507,715
As of January 29, 2005
	Net sales		$	870,692			$	90,397			$	961,089
	Gross profit			256,159				14,052				270,211
	Capital expenditures			32,633				1,342				33,975
	Total assets			376,997				18,440				395,437
As of January 31, 2004
	Net sales		$	720,635			$	70,713			$	791,348
	Gross profit			193,600				9,327				202,927
	Capital expenditures			19,384				2,940				22,324

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12.	QUARTERLY FINANCIAL DATA (UNAUDITED)

				Thirteen Weeks Ended
				April 30,				July 30,				October 29,				January 28,
				2005				2005				2005				2006
				(In thousands except per share data)
Net sales				$	281,806			$	276,211			$	302,240			$	283,804
Cost of sales					(199,008	)			(199,848	)			(219,221	)			(210,265	)
	Gross profit				82,798				76,363				83,019				73,539
Operating expenses					(67,745	)			(55,675	)			(65,292	)			(56,895	)
	Operating profit				15,053				20,688				17,727				16,644
Interest (expense) income, net:
	Non-related				(849	)			(1,092	)			149				879
	Related parties				(2,672	)			(3,920	)			—				—
		Income before income taxes			11,532				15,676				17,876				17,523
Income taxes expense					(4,552	)			(6,425	)			(6,965	)			(7,484	)
	Net income			$	6,980			$	9,251			$	10,911			$	10,039
Earnings per share(1):
	Basic			$	0.25			$	0.28			$	0.25			$	0.23
	Diluted			$	0.25			$	0.28			$	0.25			$	0.23

			Thirteen Weeks Ended
			May 1,				July 31,				October 30,				January 29,
			2004				2004				2004				2005
			(In thousands except per share data)
Net sales			$	232,559			$	234,403			$	262,444			$	231,683
Cost of sales				(164,972	)			(167,464	)			(184,991	)			(173,451	)
	Gross profit			67,587				66,939				77,453				58,232
Operating Expenses				(53,782	)			(51,305	)			(60,664	)			(48,351	)
	Operating profit			13,805				15,634				16,789				9,881
Interest expense, net:
	Non-related			(726	)			(745	)			(989	)			(274	)
	Related parties			—				—				—				—
	Income before income taxes			13,079				14,889				15,800				9,607
Provision for income taxes				(5,263	)			(5,992	)			(6,358	)			(807	)
	Net income		$	7,816			$	8,897			$	9,442			$	8,800
Basic and diluted earnings per share(1)			$	0.28			$	0.32			$	0.34			$	0.32

(1)	The earnings per share calculations for each quarter are based upon the applicable weighted average shares outstanding for each period and may not necessarily be equal to the full year share amount.

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13.	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands)
Cash paid during the period for:
Interest:
Non-related parties			$	1,985			$	2,138			$	2,121
Related parties				6,591
Income taxes				14,649				3,998				898
Noncash investing and operating activities:
	Changes in accounts payable due to asset purchases			193				381				214

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			April 29,				January 28,
			2006				2006
			(In thousands, except
			share amounts)
			(Unaudited)
ASSETS
Cash and equivalents			$	159,288			$	124,759
Accounts receivable, net				4,144				4,039
Receivables from related parties				12				49
Inventories				225,183				216,698
Prepaid expenses and other assets				12,230				13,981
Deferred income taxes				18,648				18,591
Total current assets				419,505				378,117
Property and equipment, net				95,188				95,921
Goodwill				25,899				25,899
Tradenames and other intangibles, net				6,000				6,216
Deferred income taxes and other assets				1,882				1,562
Total assets			$	548,474			$	507,715
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable			$	96,072			$	78,889
Accounts payable to related parties				4,761				6,631
Accrued expenses:
	Compensation			4,373				9,933
	Taxes			21,016				9,557
	Advertising			10,215				8,586
	Other			24,645				25,993
Total current liabilities				161,082				139,589
Other noncurrent liabilities				64,215				63,410
Commitments and contingencies
Shareholders’ equity:
Class A Common Shares, no par value; 170,000,000 authorized; 16,198,528 and 16,190,088 issued and outstanding, respectively				279,651				281,119
Class B Common Shares, no par value; 100,000,000 authorized; 27,702,667 and 27,702,667 issued and outstanding, respectively
Preferred Shares, no par value; 100,000,000 authorized; no shares issued or outstanding
Retained earnings				43,526				26,007
Deferred compensation								(2,410	)
Total shareholders’ equity				323,177				304,716
Total liabilities and shareholders’ equity			$	548,474			$	507,715

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			Three Months Ended
			April 29,				April 30,
			2006				2005
			(In thousands,
			except share and
			per share amounts)
			(Unaudited)
Net sales			$	316,487			$	281,806
Cost of sales				(223,200	)			(199,008	)
Gross profit				93,287				82,798
Operating expenses				(65,398	)			(67,745	)
Operating profit				27,889				15,053
Interest income (expense), net
	Non-related parties			1,324				(849	)
	Related parties							(2,672	)
Earnings before income taxes				29,213				11,532
Income tax provision				(11,694	)			(4,552	)
Net income			$	17,519			$	6,980
Basic and diluted earnings per share:
	Basic		$	0.40			$	0.25
	Diluted		$	0.40			$	0.25
Shares used in per share calculations:
	Basic			43,896				27,703
	Diluted			44,144				27,703

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		Number of
		Class A				Class B				Class A				Class B								Deferred
		Common				Common				Common				Common				Retained				Compensation
		Shares				Shares				Shares				Shares				Earnings				Expense				Total
		(In thousands)
		(unaudited)
Balance, January 29, 2005							27,703							$	101,442			$	77,384							$	178,826
Net income																			6,980								6,980
Dividend to parent															(101,442	)			(63,558	)							(165,000	)
Balance, April 30, 2005							27,703							$	0			$	20,806							$	20,806
Balance, January 28, 2006			16,190				27,703			$	281,119			$	0			$	26,007			$	(2,410	)		$	304,716
Net income																			17,519								17,519
Reclassification of unamortized deferred compensation											(2,410	)											2,410
Stock units granted			1								14																14
Exercise of stock options			8								152																152
Tax benefit related to stock options exercised											35																35
Stock based compensation expense, before related tax effects											741																741
Balance, April 29, 2006			16,199				27,703			$	279,651			$	0			$	43,526			$	0			$	323,177

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			Three Months Ended
			April 29,				April 30,
			2006				2005
			(In thousands)
			(Unaudited)
Cash flows from operating activities:
Net income			$	17,519			$	6,980
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization				4,901				4,719
Amortization of debt issuance costs				30				98
Stock based compensation expense				741
Deferred income taxes				(217	)			(3,213	)
Loss on disposal of assets				319				14
Grants of director stock units				14
Change in working capital, assets and liabilities:
	Accounts receivable			(105	)			(774	)
	Accounts receivable from related parties			37
	Inventories			(8,485	)			(20,071	)
	Prepaid expenses and other assets			1,561				(5,136	)
	Advances to/from affiliates							24,325
	Accounts payable			14,973				9,636
	Proceeds from lease incentives			1,624				1,828
	Other noncurrent liabilities			(819	)			632
	Accrued expenses			6,141				6,752
Net cash provided by operating activities				38,234				25,790
Cash flows from investing activities:
Capital expenditures				(3,892	)			(5,315	)
Net cash used in investing activities				(3,892	)			(5,315	)
Cash flows from financing activities:
Net decrease in revolving credit facility								(15,000	)
Debt issuance costs								(96	)
Proceeds from exercise of stock options				152
Tax benefit related to stock options exercised				35
Net cash provided by (used in) financing activities				187				(15,096	)
Net increase in cash and equivalents				34,529				5,379
Cash and equivalents, beginning of period				124,759				8,339
Cash and equivalents, end of period			$	159,288			$	13,718

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1.	BUSINESS OPERATIONS

2.	INITIAL PUBLIC OFFERING

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3.	BASIS OF PRESENTATION

4.	ADOPTION OF ACCOUNTING STANDARDS

5.	STOCK BASED COMPENSATION

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	Stock Options

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										Weighted
										Average				Aggregate
										Remaining				Intrinsic
		Shares				WAEP				Contract Life				Value
Outstanding beginning of period			914			$	19.54
Granted			107				29.76
Exercised			(8	)			19.00
Forfeited			(36	)			19.00
Outstanding end of period			977			$	20.68				9 years			$	10,380
Options exercisable end of period			44			$	19.00				9 years			$	541
Shares available for additional grants			3,465

		Options Outstanding												Options Exercisable
						Weighted
						Average
						Remaining
						Contract
Range of Exercise Prices		Shares				Life				WAEP				Shares				WAEP
$19.00 - $20.00			785,900				9 years			$	19.00				44,000			$	19.00
$20.01 - $25.00			73,300				10  years			$	24.52
$25.01 - $30.00			56,300				10  years			$	27.57
$30.01 - $32.00			61,900				10  years			$	31.21

	Restricted Stock Units

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	Director Stock Units

6.	EARNINGS PER SHARE

		Three Months Ended
		April 29,				April 30,
		2006				2005
		(In thousands)
Weighted average shares outstanding			43,896				27,703
Assumed exercise of dilutive stock options			117
Assumed exercise of dilutive restricted stock units			131
Number of shares for computation of dilutive earnings per share			44,144				27,703

7.	LONG-TERM OBLIGATIONS

	DSW $150 Million Credit Facility

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8.	SEGMENT REPORTING

				DSW				Leased
				Stores				Departments				Total
				(In thousands)
Three months ended April 29, 2006:
		Net sales		$	283,813			$	32,674			$	316,487
	Gross profit				87,187				6,100				93,287
		Capital expenditures			4,115				117				4,232
As of April 29, 2006:
		Total assets			521,873				26,601				548,474

			DSW				Leased
			Stores				Departments				Total
			(In thousands)
Three months ended April 30, 2005:
	Net sales		$	251,310			$	30,496			$	281,806
	Gross profit			77,743				5,055				82,798
	Capital expenditures			5,465				114				5,579
As of January 28, 2006:
	Total assets			479,364				28,351				507,715

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9.	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

			Three Months Ended
			April 29,				April 30,
			2006				2005
			(In thousands)
Cash paid during the period for:
	Interest to non-related parties		$	5			$	1,021
	Income taxes		$	2,605			$	494
Noncash investing and operating activities — Changes in accounts payable due to asset purchases			$	340			$	264

10.	COMMITMENTS AND CONTINGENCIES

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11.	SUBSEQUENT EVENT

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Item 14.	Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee			$	—
National Association of Securities Dealers, Inc. filing fee			$	—
NYSE listing fee			$	—
Printing and engraving costs			$	200,000	*
Legal fees and expenses			$	1,835,000	*
Accountants’ fees and expenses			$	100,000	*
Blue sky qualification fees and expenses			$	30,000	*
Miscellaneous			$	205,000	*
	Total		$	2,438,906	*

*	Represents total estimated costs and expenses payable by Retail Ventures associated with the offering of the PIES and our Class A Common Shares deliverable upon exchange of the PIES.

Item 15.	Indemnification of Directors and Officers

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	•	with respect to any claim brought or made by an indemnitee in a proceeding, unless the bringing or making of such claim has been approved or ratified by the board of directors; provided, however, that the foregoing does not apply to any claim brought or made by an indemnitee to enforce a right of an indemnitee under the indemnification agreement;
	•	for expenses incurred by an indemnitee with respect to any action instituted by or in the name of DSW against the indemnitee, if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that each of the material defenses asserted by such indemnitee was made in bad faith or was frivolous;
	•	for expenses and other liabilities arising from the purchase and sale by an indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar state or successor statute; and
	•	for expenses and other liabilities if and to the extent that a court of competent jurisdiction declares or otherwise determines in a final, unappealable judgment that DSW is prohibited by applicable law from making such indemnification payment or that such indemnification payment is otherwise unlawful.

Item 16.	Exhibits and Financial Statement Schedules

A.	Exhibits

Exhibit No.				Description
	1	.1		Form of Underwriting Agreement.***
	3	.1		Amended Articles of Incorporation of the registrant.*
	3	.2		Amended and Restated Code of Regulations of the registrant.*
	4	.1		Specimen Class A Common Shares certificate.†
	4	.2		Second Amended and Restated Registration Rights Agreement, dated as of July 5, 2005, by and among Retail Ventures, Inc., Cerberus Partners, L.P., Schottenstein Stores Corporation and Back Bay Funding LLC. Incorporated by reference to Exhibit 4.2 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	4	.3		Exchange Agreement, dated July 5, 2005, by and between Retail Ventures, Inc. and DSW Inc. Incorporated by reference to Exhibit 10.4 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	4	.4		Amended Common Stock Purchase Warrant issued by Retail Ventures, Inc. to Cerberus Partners, L.P. Incorporated by reference to Exhibit 4.1 to Retail Ventures’ Form 8-K (file no. 1-10767) filed October 19, 2005.
	4	.5		Amended Common Stock Purchase Warrant issued by Retail Ventures, Inc. to Schottenstein Stores Corporation. Incorporated by reference to Exhibit 4.2 to Retail Ventures’ Form 8-K (file no. 1-10767) filed October 19, 2005.
	4	.6		Form of Conversion Warrant issued by Retail Ventures, Inc. to Cerberus Partners, L.P. and Schottenstein Stores Corporation. Incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 1-10767) filed July 11, 2005.

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Exhibit No.				Description
	4	.7		Form of Term Loan Warrant issued by Retail Ventures, Inc. to Millennium Partners, L.P. Incorporated by reference to Exhibit 4.1 to Retail Ventures’ Form 10-Q (file no. 1-10767) filed December 8, 2005.
	5	.1		Opinion of Vorys, Sater, Seymour and Pease LLP.***
	10	.1		Corporate Services Agreement, dated June 12, 2002, between Retail Ventures and Schottenstein Stores Corporation. Incorporated by reference to Exhibit 10.6 to Retail Ventures’ Form 10-Q (file no. 1-10767) filed June 18, 2002.
	10	.1.1		Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Schottenstein Stores Corporation and Schottenstein Management Company, together with Side Letter Agreement, dated July 5, 2005, among Schottenstein Stores Corporation, Retail Ventures, Inc., Schottenstein Management Company and DSW Inc. related thereto. Incorporated by reference to Exhibit 5 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.2		Employment Agreement, dated March 4, 2005, between Deborah L. Ferrée and DSW Inc.**#
	10	.3		Employment Agreement, dated June 1, 2005, between Peter Z. Horvath and DSW Inc.**#
	10	.4		Employment Agreement, dated June 1, 2005, between Douglas J. Probst and DSW Inc.**#
	10	.5		Employment Agreement, dated December 1, 2005, between Kevin Lonergan and DSW Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 24, 2006.#
	10	.6		Employment Agreement, dated June 26, 2005, between Derek Ungless and DSW Inc.*#
	10	.7		Summary of Director Compensation.*#
	10	.11		Loan and Security Agreement, between DSW Inc. and DSW Shoe Warehouse, Inc., as the Borrowers, and National City Business Credit, Inc., as Administrative Agent and Collateral Agent for the Revolving Credit Lenders.*
	10	.15		Lease, dated March 22, 2000, by and between East Fifth Avenue, LLC, an affiliate of Schottenstein Stores Corporation, as landlord, and Shonac, as tenant, re: warehouse facility and corporate headquarters. Incorporated by reference to Exhibit 10.60 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 28, 2000.
	10	.16		Form of Common Stock Purchase Warrants (with respect to the stock of Retail Ventures) issued to Cerberus Partners, L.P. and Schottenstein Stores Corporation. Incorporated by reference to Exhibit 10.5 to Retail Ventures’ Form 10-Q (file no. 1-10767) filed June 18, 2002.
	10	.17		Form of Conversion Warrant to be issued by Retail Ventures to Schottenstein Stores Corporation and Cerberus Partners, L.P.**
	10	.23		DSW Inc. 2005 Equity Incentive Plan.*#
	10	.23.1		Form of Restricted Stock Units Award Agreement for Employees.**#
	10	.23.2		Form of Stock Units for automatic grants to non-employee directors.**#
	10	.23.3		Form of Stock Units for conversion of non-employee directors’ cash retainer.**#
	10	.23.4		Form of Non-Employee Directors’ Cash Retainer Deferral Election Form.**#
	10	.23.5		Form of Nonqualified Stock Option Award Agreement for Consultants.**#
	10	.23.6		Form of Nonqualified Stock Option Award Agreement for Employees.**#
	10	.24		DSW Inc. 2005 Cash Incentive Compensation Plan.*#
	10	.25		Master Separation Agreement, dated July 5, 2005, between Retail Ventures, Inc. and DSW. Incorporated by reference to Exhibit 10.1 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.26		Shared Services Agreement, dated as of January 30, 2005, between Retail Ventures, Inc. and DSW. Incorporated by reference to Exhibit 10.2 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.27		Tax Separation Agreement, dated July 5, 2005, among Retail Ventures, Inc. and its affiliates and DSW Inc. and its affiliates. Incorporated by reference to Exhibit 10.3 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.

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Exhibit No.				Description
	10	.28		Supply Agreement, effective as of January 30, 2005, between Filene’s Basement and DSW. Incorporated by reference to Exhibit 10.6 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.29		Lease, dated August 30, 2002, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Troy, MI DSW store. Incorporated by reference to Exhibit 10.44 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 29, 2004.
	10	.29.1		Assignment and Assumption Agreement, dated October 23, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Troy, MI DSW store. Incorporated by reference to Exhibit 10.29.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.30		Lease, dated October 8, 2003, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Denton, TX DSW store. Incorporated by reference to Exhibit 10.46 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 29, 2004.
	10	.30.1		Assignment and Assumption Agreement, dated December 18, 2003 between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Denton, TX DSW store. Incorporated by reference to Exhibit 10.30.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.31		Lease, dated October 28, 2003, by and between JLP-RICHMOND LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Richmond, VA DSW store. Incorporated by reference to Exhibit 10.47 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 29, 2004.
	10	.31.1		Assignment and Assumption Agreement, dated December 18, 2003 between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Richmond, VA DSW store. Incorporated by reference to Exhibit 10.31.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.32		Lease, dated May 2000, by and between Jubilee-Richmond LLC, an affiliate of Schottenstein Stores Corporation, and DSW Shoe Warehouse, Inc. (as assignee of Shonac Corporation), re: Glen Allen, VA DSW store. Incorporated by reference to Exhibit 10.49 to Retail Ventures’ Form 10-K (file no. 1- 10767) filed April 14, 2005.
	10	.33		Lease, dated February 28, 2001, by and between Jubilee-Springdale, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation d/b/a DSW Shoe Warehouse, re: Springdale, OH DSW store. Incorporated by reference to Exhibit 10.50 to Retail Ventures’ Form 10-K (file no. 1- 10767) filed April 14, 2005.
	10	.33.1		Assignment and Assumption Agreement, dated May 11, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Springdale, OH DSW store. Incorporated by reference to Exhibit 10.50.1, to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.34		Agreement of Lease, dated 1997, between Shoppes of Beavercreek Ltd., an affiliate of Schottenstein Stores Corporation, and Shonac corporation (assignee of Schottenstein Stores Corporation d/b/a Value City Furniture through Assignment of Tenant’s Leasehold Interest and Amendment No. 1 to Agreement of Lease, dated February 28, 2001), re: Beavercreek, OH DSW store. Incorporated by reference to Exhibit 10.51 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.34.1		Assignment and Assumption Agreement, dated May 11, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Beavercreek, OH DSW store. Incorporated by reference to Exhibit 10.51.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.35		Lease, dated February 28, 2001, by and between JLP-Chesapeake, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Chesapeake, VA DSW store. Incorporated by reference to Exhibit 10.52 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.

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Exhibit No.				Description
	10	.35.1		Assignment and Assumption Agreement, dated May 11, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Chesapeake, VA DSW store. Incorporated by reference to Exhibit 10.52.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.36		Ground Lease Agreement, dated April 30, 2002, by and between Polaris Mall, LLC, a Delaware limited liability company, and Schottenstein Stores Corporation-Polaris LLC, an affiliate of Schottenstein Stores Corporation, as modified by Sublease Agreement, dated April 30, 2002, by and between Schottenstein Stores Corporation-Polaris LLC, as sublessor, and DSW Shoe Warehouse, Inc., as sublessee (assignee of Shonac Corporation), re: Columbus, OH (Polaris) DSW store. Incorporated by reference to Exhibit 10.53 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.36.1		Assignment and Assumption Agreement, dated August 6, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Columbus, OH (Polaris) DSW store. Incorporated by reference to Exhibit 10.53.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.37		Lease, dated August 30, 2002, by and between JLP-Cary, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Cary, NC DSW store. Incorporated by reference to Exhibit 10.54 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.37.1		Assignment and Assumption Agreement, dated October 23, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Cary, NC DSW store. Incorporated by reference to Exhibit 10.54.1 to Retail Ventures’ Form 10-K/A (file No. 1-10767) filed May 12, 2005.
	10	.38		Lease, dated August 30, 2002, by and between JLP-Madison, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Madison, TN DSW store. Incorporated by reference to Exhibit 10.55 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.38.1		Assignment and Assumption Agreement, dated October 23, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Madison, TN DSW store. Incorporated by reference to Exhibit 10.55.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.39		Sublease, dated May 2000, by and between Schottenstein Stores Corporation, as sublessor, and Shonac Corporation d/b/a DSW Shoe Warehouse, Inc., as sublessee, re: Pittsburgh, PA DSW store. Incorporated by reference to Exhibit 10.48 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.39.1		Assignment and Assumption Agreement, dated January 8, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc. as assignee, re: Pittsburgh, PA DSW store. Incorporated by reference to Exhibit 10.48.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.40		Lease, dated September 24, 2004, by and between K&S Maple Hill Mall, L.P., an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Kalamazoo, MI DSW store. Incorporated by reference to Exhibit 10.58 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.40.1		Assignment and Assumption Agreement, dated February 28, 2005, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Kalamazoo, MI DSW store. Incorporated by reference to Exhibit 10.58.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.41		Lease, dated November 2004, by and between KSK Scottsdale Mall, L.P., an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: South Bend, IN DSW store. Incorporated by reference to Exhibit 10.59 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.41.1		Assignment and Assumption Agreement, dated March 18, 2005, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: South Bend, IN DSW store. Incorporated by reference to Exhibit 10.59.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.

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Exhibit No.				Description
	10	.42		Sublease Agreement, dated June 12, 2000, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Fairfax, VA DSW store.**
	10	.42.1		Assignment and Assumption Agreement, dated January 8, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Fairfax, VA DSW store.**
	10	.43		Lease, dated March 1, 1994, between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Value City Department Stores, Inc., as modified by First Lease Modification, dated November 1, 1994, re: Merrilville, IN DSW store. Incorporated by reference to Exhibit 10.44 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.**
	10	.43.1		License Agreement, dated August 30, 2002, by and between Value City Department Stores, Inc. and Shonac Corporation, re: Merrillville, IN DSW store.**
	10	.44		Form of Indemnification Agreement between DSW Inc. and its officers and directors.**
	10	.45		Agreement of Lease, dated April 7, 2006, by and between JLP-Harvard Park, LLC, an affiliate of Schottenstein Stores Corporation, and DSW Inc., re: Chagrin Highlands, Warrendale, Ohio DSW store.*
	10	.46		Amended and Restated Supply Agreement between DSW Inc. and SteinMart, Inc. Incorporated by reference to Exhibit 10.1 to DSW’s Form 8-K (file no. 1-32545) filed June 5, 2006.
	10	.47		Employment Agreement, dated July 13, 2006, between Harris Mustafa and DSW Inc. Incorporated by reference to Exhibit 10.1 to DSW’s Form 8-K (file no. 001-32545) filed July 13, 2006.#
	21	.1		List of Subsidiaries.*
	23	.1		Consent and Report on Financial Statement Schedule of Deloitte & Touche LLP.***
	23	.2		Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1).***
	24	.1		Powers of Attorney.†

	*	Previously filed as the same Exhibit Number to DSW’s Form 10-K filed with the Securities and Exchange Commission on April 13, 2006.

	**	Previously filed as the same Exhibit Number to DSW’s Form S-1 filed with the Securities and Exchange Commission on March 14, 2005 and amended on May 9, 2005, June 7, 2005, June 15, 2005 and June 29, 2005, and incorporated herein by reference.

	#	Management contract or compensatory plan or arrangement.

***	Filed herewith.

	†	Previously filed.

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Column A			Column B				Column C								Column D				Column E
			Balance at				Charge to				Charges to								Balance
			Beginning				Costs and				Other								at End of
Description			of Period				Expenses				Accounts				Deductions				Period
			(Dollars in thousands)
Allowance deduction from asset to which it applies:
Inventory Reserve:
	Year Ended:
	1/31/2004		$	11,389			$	3,730							$	3,614			$	11,505
	1/29/2005			11,505				2,697												14,202
	1/28/2006			14,202				5,548								533				19,217
Allowance for Sales Returns:
	Year Ended:
	1/31/2004			619				786												1,405
	1/29/2005			1,405				176								109				1,472
	1/28/2006			1,472				1,394								1,294				1,572
Store Closing Reserve:
	Year Ended:
	1/31/2004			128				1,249								574				803
	1/29/2005			803				129								400				532
	1/28/2006			532				0								250				282

Item 17.	Undertakings

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	(a) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	DSW INC.

	By:	/s/ Douglas J. Probst

	Name:  Douglas J. Probst

	Title:	Executive Vice President, Chief Financial Officer and Treasurer

Signature		Title
*   Jay L. Schottenstein		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ Douglas J. Probst   Douglas J. Probst		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
*   Carolee Friedlander		Director
*   Philip B. Miller		Director
*   James D. Robbins		Director
*   Harvey L. Sonnenberg		Director
*   Allan J. Tanenbaum		Director
*   Heywood Wilansky		Director
*By: /s/ Douglas J. Probst   Douglas J. Probst Attorney-in-fact

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Exhibit No.				Description
	1	.1		Form of Underwriting Agreement.***
	3	.1		Amended Articles of Incorporation of the registrant.*
	3	.2		Amended and Restated Code of Regulations of the registrant.*
	4	.1		Specimen Class A Common Shares certificate.†
	4	.2		Second Amended and Restated Registration Rights Agreement, dated as of July 5, 2005, by and among Retail Ventures, Inc., Cerberus Partners, L.P., Schottenstein Stores Corporation and Back Bay Funding LLC. Incorporated by reference to Exhibit 4.2 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	4	.3		Exchange Agreement, dated July 5, 2005, by and between Retail Ventures, Inc. and DSW Inc. Incorporated by reference to Exhibit 10.4 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	4	.4		Amended Common Stock Purchase Warrant issued by Retail Ventures, Inc. to Cerberus Partners, L.P. Incorporated by reference to Exhibit 4.1 to Retail Ventures’ Form 8-K (file no. 1-10767) filed October 19, 2005.
	4	.5		Amended Common Stock Purchase Warrant issued by Retail Ventures, Inc. to Schottenstein Stores Corporation. Incorporated by reference to Exhibit 4.2 to Retail Ventures’ Form 8-K (file no. 1-10767) filed October 19, 2005.
	4	.6		Form of Conversion Warrant issued by Retail Ventures, Inc. to Cerberus Partners, L.P. and Schottenstein Stores Corporation. Incorporated by reference to Exhibit 4.1 to Form 8-K (file no. 1-10767) filed July 11, 2005.
	4	.7		Form of Term Loan Warrant issued by Retail Ventures, Inc. to Millennium Partners, L.P. Incorporated by reference to Exhibit 4.1 to Retail Ventures’ Form 10-Q (file no. 1-10767) filed December 8, 2005.
	5	.1		Opinion of Vorys, Sater, Seymour and Pease LLP.***
	10	.1		Corporate Services Agreement, dated June 12, 2002, between Retail Ventures and Schottenstein Stores Corporation. Incorporated by reference to Exhibit 10.6 to Retail Ventures’ Form 10-Q (file no. 1-10767) filed June 18, 2002.
	10	.1.1		Amendment to Corporate Services Agreement, dated July 5, 2005, among Retail Ventures, Schottenstein Stores Corporation and Schottenstein Management Company, together with Side Letter Agreement, dated July 5, 2005, among Schottenstein Stores Corporation, Retail Ventures, Inc., Schottenstein Management Company and DSW Inc. related thereto. Incorporated by reference to Exhibit 5 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.2		Employment Agreement, dated March 4, 2005, between Deborah L. Ferrée and DSW Inc.**#
	10	.3		Employment Agreement, dated June 1, 2005, between Peter Z. Horvath and DSW Inc.**#
	10	.4		Employment Agreement, dated June 1, 2005, between Douglas J. Probst and DSW Inc.**#
	10	.5		Employment Agreement, dated December 1, 2005, between Kevin Lonergan and DSW Inc. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed January 24, 2006.#
	10	.6		Employment Agreement, dated June 26, 2005, between Derek Ungless and DSW Inc.*#
	10	.7		Summary of Director Compensation.*#
	10	.11		Loan and Security Agreement, between DSW Inc. and DSW Shoe Warehouse, Inc., as the Borrowers, and National City Business Credit, Inc., as Administrative Agent and Collateral Agent for the Revolving Credit Lenders.*
	10	.15		Lease, dated March 22, 2000, by and between East Fifth Avenue, LLC, an affiliate of Schottenstein Stores Corporation, as landlord, and Shonac, as tenant, re: warehouse facility and corporate headquarters. Incorporated by reference to Exhibit 10.60 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 28, 2000.
	10	.16		Form of Common Stock Purchase Warrants (with respect to the stock of Retail Ventures) issued to Cerberus Partners, L.P. and Schottenstein Stores Corporation. Incorporated by reference to Exhibit 10.5 to Retail Ventures’ Form 10-Q (file no. 1-10767) filed June 18, 2002.
	10	.17		Form of Conversion Warrant to be issued by Retail Ventures to Schottenstein Stores Corporation and Cerberus Partners, L.P.**

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Exhibit No.				Description
	10	.23		DSW Inc. 2005 Equity Incentive Plan.*#
	10	.23.1		Form of Restricted Stock Units Award Agreement for Employees.**#
	10	.23.2		Form of Stock Units for automatic grants to non-employee directors.**#
	10	.23.3		Form of Stock Units for conversion of non-employee directors’ cash retainer.**#
	10	.23.4		Form of Non-Employee Directors’ Cash Retainer Deferral Election Form.**#
	10	.23.5		Form of Nonqualified Stock Option Award Agreement for Consultants.**#
	10	.23.6		Form of Nonqualified Stock Option Award Agreement for Employees.**#
	10	.24		DSW Inc. 2005 Cash Incentive Compensation Plan.*#
	10	.25		Master Separation Agreement, dated July 5, 2005, between Retail Ventures, Inc. and DSW. Incorporated by reference to Exhibit 10.1 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.26		Shared Services Agreement, dated as of January 30, 2005, between Retail Ventures, Inc. and DSW. Incorporated by reference to Exhibit 10.2 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.27		Tax Separation Agreement, dated July 5, 2005, among Retail Ventures, Inc. and its affiliates and DSW Inc. and its affiliates. Incorporated by reference to Exhibit 10.3 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.28		Supply Agreement, effective as of January 30, 2005, between Filene’s Basement and DSW. Incorporated by reference to Exhibit 10.6 to Retail Ventures’ Form 8-K (file no. 1-10767) filed July 11, 2005.
	10	.29		Lease, dated August 30, 2002, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Troy, MI DSW store. Incorporated by reference to Exhibit 10.44 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 29, 2004.
	10	.29.1		Assignment and Assumption Agreement, dated October 23, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Troy, MI DSW store. Incorporated by reference to Exhibit 10.29.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.30		Lease, dated October 8, 2003, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Denton, TX DSW store. Incorporated by reference to Exhibit 10.46 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 29, 2004.
	10	.30.1		Assignment and Assumption Agreement, dated December 18, 2003 between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Denton, TX DSW store. Incorporated by reference to Exhibit 10.30.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.31		Lease, dated October 28, 2003, by and between JLP-RICHMOND LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Richmond, VA DSW store. Incorporated by reference to Exhibit 10.47 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 29, 2004.
	10	.31.1		Assignment and Assumption Agreement, dated December 18, 2003 between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Richmond, VA DSW store. Incorporated by reference to Exhibit 10.31.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.32		Lease, dated May 2000, by and between Jubilee-Richmond LLC, an affiliate of Schottenstein Stores Corporation, and DSW Shoe Warehouse, Inc. (as assignee of Shonac Corporation), re: Glen Allen, VA DSW store. Incorporated by reference to Exhibit 10.49 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.33		Lease, dated February 28, 2001, by and between Jubilee-Springdale, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation d/b/a DSW Shoe Warehouse, re: Springdale, OH DSW store. Incorporated by reference to Exhibit 10.50 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.

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Exhibit No.				Description
	10	.33.1		Assignment and Assumption Agreement, dated May 11, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Springdale, OH DSW store. Incorporated by reference to Exhibit 10.50.1, to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.34		Agreement of Lease, dated 1997, between Shoppes of Beavercreek Ltd., an affiliate of Schottenstein Stores Corporation, and Shonac corporation (assignee of Schottenstein Stores Corporation d/b/a Value City Furniture through Assignment of Tenant’s Leasehold Interest and Amendment No. 1 to Agreement of Lease, dated February 28, 2001), re: Beavercreek, OH DSW store. Incorporated by reference to Exhibit 10.51 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.34.1		Assignment and Assumption Agreement, dated May 11, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Beavercreek, OH DSW store. Incorporated by reference to Exhibit 10.51.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.35		Lease, dated February 28, 2001, by and between JLP-Chesapeake, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Chesapeake, VA DSW store. Incorporated by reference to Exhibit 10.52 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.35.1		Assignment and Assumption Agreement, dated May 11, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee re: Chesapeake, VA DSW store. Incorporated by reference to Exhibit 10.52.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.36		Ground Lease Agreement, dated April 30, 2002, by and between Polaris Mall, LLC, a Delaware limited liability company, and Schottenstein Stores Corporation-Polaris LLC, an affiliate of Schottenstein Stores Corporation, as modified by Sublease Agreement, dated April 30, 2002, by and between Schottenstein Stores Corporation-Polaris LLC, as sublessor, and DSW Shoe Warehouse, Inc., as sublessee (assignee of Shonac Corporation), re: Columbus, OH (Polaris) DSW store. Incorporated by reference to Exhibit 10.53 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.36.1		Assignment and Assumption Agreement, dated August 6, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Columbus, OH (Polaris) DSW store. Incorporated by reference to Exhibit 10.53.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.37		Lease, dated August 30, 2002, by and between JLP-Cary, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Cary, NC DSW store. Incorporated by reference to Exhibit 10.54 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.37.1		Assignment and Assumption Agreement, dated October 23, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Cary, NC DSW store. Incorporated by reference to Exhibit 10.54.1 to Retail Ventures’ Form 10-K/A (file No. 1-10767) filed May 12, 2005.
	10	.38		Lease, dated August 30, 2002, by and between JLP-Madison, LLC, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Madison, TN DSW store. Incorporated by reference to Exhibit 10.55 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.38.1		Assignment and Assumption Agreement, dated October 23, 2002, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Madison, TN DSW store. Incorporated by reference to Exhibit 10.55.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.39		Sublease, dated May 2000, by and between Schottenstein Stores Corporation, as sublessor, and Shonac Corporation d/b/a DSW Shoe Warehouse, Inc., as sublessee, re: Pittsburgh, PA DSW store. Incorporated by reference to Exhibit 10.48 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.39.1		Assignment and Assumption Agreement, dated January 8, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc. as assignee, re: Pittsburgh, PA DSW store. Incorporated by reference to Exhibit 10.48.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.

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Exhibit No.				Description
	10	.40		Lease, dated September 24, 2004, by and between K&S Maple Hill Mall, L.P., an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Kalamazoo, MI DSW store. Incorporated by reference to Exhibit 10.58 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.40.1		Assignment and Assumption Agreement, dated February 28, 2005, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Kalamazoo, MI DSW store. Incorporated by reference to Exhibit 10.58.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.41		Lease, dated November 2004, by and between KSK Scottsdale Mall, L.P., an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: South Bend, IN DSW store. Incorporated by reference to Exhibit 10.59 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
	10	.41.1		Assignment and Assumption Agreement, dated March 18, 2005, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: South Bend, IN DSW store. Incorporated by reference to Exhibit 10.59.1 to Retail Ventures’ Form 10-K/A (file no. 1-10767) filed May 12, 2005.
	10	.42		Sublease Agreement, dated June 12, 2000, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Shonac Corporation, re: Fairfax, VA DSW store.**
	10	.42.1		Assignment and Assumption Agreement, dated January 8, 2001, between Shonac Corporation, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Fairfax, VA DSW store.**
	10	.43		Lease, dated March 1, 1994, between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Value City Department Stores, Inc., as modified by First Lease Modification, dated November 1, 1994, re: Merrilville, IN DSW store. Incorporated by reference to Exhibit 10.44 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.**
	10	.43.1		License Agreement, dated August 30, 2002, by and between Value City Department Stores, Inc. and Shonac Corporation, re: Merrillville, IN DSW store.**
	10	.44		Form of Indemnification Agreement between DSW Inc. and its officers and directors.**
	10	.45		Agreement of Lease, dated April 7, 2006, by and between JLP-Harvard Park, LLC, an affiliate of Schottenstein Stores Corporation, and DSW Inc., re: Chagrin Highlands, Warrendale, Ohio DSW store.*
	10	.46		Amended and Restated Supply Agreement between DSW Inc. and Stein Mart, Inc. Incorporated by reference to Exhibit 10.1 to DSW’s Form 8-K (file no. 1-32545) filed June 5, 2006.
	10	.47		Employment Agreement, dated July 13, 2006, between Harris Mustafa and DSW Inc. Incorporated by reference to Exhibit 10.1 to DSW’s Form 8-K (file no. 001-32545) filed July 13, 2006.#
	21	.1		List of Subsidiaries.*
	23	.1		Consent and Report on Financial Statement Schedule of Deloitte & Touche LLP.***
	23	.2		Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit 5.1).***
	24	.1		Powers of Attorney.†

	*	Previously filed as the same Exhibit Number to DSW’s Form 10-K filed with the Securities and Exchange Commission on April 13, 2006.

	**	Previously filed as the same Exhibit Number to DSW’s Form S-1 filed with the Securities and Exchange Commission on March 14, 2005 and amended on May 9, 2005, June 7, 2005, June 15, 2005 and June 29, 2005, and incorporated herein by reference.

	#	Management contract or compensatory plan or arrangement.

***	Filed herewith.

	†	Previously filed.