874444--4/14/2010--RETAIL_VENTURES

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DSW has entered into Supply Agreements with Stein Mart, Gordmans and Filene s Basement. If Stein Mart, Gordmans or Filene s Basement were to terminate DSW s supply agreements, close a significant number of stores or liquidate, it could have a material adverse effect on DSW s business and financial performance. DSW launched dsw.com in fiscal 2008, which may not be successful and could adversely affect DSW s results of operations or distract management from DSW s core business. DSW relies on its good relationships with vendors to purchase better-branded merchandise at favorable prices. If these relationships were to be impaired, DSW may not be able to obtain a sufficient assortment of merchandise at attractive prices, and DSW may not be able to respond promptly to changing fashion trends, either of which could have a material adverse effect on DSW s competitive position, its business and financial performance. DSW may be unable to anticipate and respond to fashion trends and consumer preferences in the markets in which it operates, which could have a material adverse effect on DSW s business, financial condition and results of operations. DSW s operations are affected by seasonal variability. DSW s sales and quarterly financial performance may fluctuate for a variety of reasons, which could result in a decline in the price of DSW s Class A Common Shares. DSW is reliant on its information systems and the loss or disruption of services could affect DSW s ability to implement its growth strategy and have a material adverse effect on DSW s business. The loss or disruption of DSW s distribution and fulfillment centers could have a material adverse effect on DSW s business and operations. DSW s failure to retain its existing senior management team and to continue to attract qualified new personnel could adversely affect DSW s business. DSW may be unable to compete favorably in its highly competitive market. DSW is dependent on its DSW Rewards program to drive traffic, sales and loyalty. The current slowdown in the United States economy has adversely affected consumer confidence and consumer spending habits. DSW relies on foreign sources for its merchandise, and DSW s business is therefore subject to risks associated with international trade. Restrictions in DSW s secured revolving credit facility could limit DSW s operational flexibility. DSW may be unable to secure a replacement credit facility upon the termination of its existing credit facility in July 2010 or the terms of a new replacement credit facility could be materially different than the terms it has today. The investment of DSW s cash and short-term investments are subject to risks that could affect the liquidity of these investments. Risk Factors Relating to Our Discontinued Operations RVI has entered into a settlement agreement with liquidating Filene s Basement addressing certain claims and providing for RVI s assumption of the liquidating Filene s Basement defined benefit pension plan. Value City Department Stores has filed for bankruptcy protection and closed its remaining stores. Value City owes us approximately $7.3 million as of January 30, 2010 and there is substantial doubt that we will be able to collect any significant portion of this amount. Retail Ventures is subject to various risks associated with the Value City bankruptcy proceedings. Certain Other Risk Factors Relating to RVI Retail Ventures is a holding company and has generally relied on its subsidiaries to make payments on its indebtedness and meet its obligations. We could have significant liquidity issues at the RVI level which may require us to issue additional debt or equity or to sell assets, and there can be no assurance that such transactions can be completed on favorable terms or that such transactions would satisfy all of RVI s liquidity requirements. A sale of equity by RVI to seek to address our significant liquidity issues would dilute existing shareholders, which dilution could be increased by certain anti-dilution protections under existing warrants issued by RVI. We may be unable to quickly monetize our investment in DSW Common Shares. Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if there is a change in ownership of Retail Ventures. Our stock price may fluctuate significantly. SSC and/or its affiliates may compete directly against us. Retail Ventures continues to be dependent on DSW to provide us with key services for our business. We are controlled by SSC and its affiliates, whose interests may differ from our other shareholders. Some of our directors and officers also serve as directors or officers of DSW, or may have conflicts of interest because they may own DSW Common Shares or options to purchase DSW Common Shares, or they may receive cash-based or equity-based awards based on the performance of DSW. Risk Factors Relating to Our PIES PIES holders bear the full risk of a decline in the market price of the DSW Class A Common Shares between the pricing date for the PIES and the exchange date. The opportunity for equity appreciation provided by an investment in the PIES is less than that provided by a direct investment in DSW Class A Common Shares. The market price of the DSW Class A Common Shares, which may fluctuate significantly, may adversely affect the market price of the PIES. The PIES may adversely affect the market price for DSW Class A Common Shares. The adjustments to the exchange ratio do not cover all the events that could adversely affect the market price of the DSW Class A Common Shares. PIES holders have no rights with respect to DSW Class A Common Shares, but may be negatively affected by some changes made with respect to DSW Class A Common Shares. Our obligations under the PIES are effectively junior to our other existing and future secured debt to the extent of the value of the assets securing that debt and effectively subordinate to the debt and other liabilities of our subsidiaries. The tax consequences of an investment in the PIES are uncertain. Settling the PIES with DSW Class A Common Shares may result in a material amount of taxable income to Retail Ventures.

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874444--4/14/2010--RETAIL_VENTURES_INC