8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    June 6, 2007 (June 6, 2007)

DSW Inc.

(Exact name of registrant as specified in its charter)

Ohio	001-32545	31-0746639
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

810 DSW Drive, Columbus, Ohio	43219
(Address of principal executive offices)	(Zip Code)

(614) 237-7100

(Registrant’s telephone number, including area code)

4150 E. Fifth Avenue, Columbus, Ohio 43219

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On June 6, 2007, the Company issued a press release regarding its consolidated financial results for the first quarter ended May 5, 2007. A copy of the press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated by reference herein.

     Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (d)  Exhibits.

Exhibit Number	Description
99.1	Press Release dated June 6, 2007

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DSW Inc.
By:	/s/Douglas J. Probst
	Douglas J. Probst
	Executive Vice President, Chief Financial Officer and Treasurer

Date: June 6, 2007

EX-99.1

Exhibit 99.1

For Release at 4:05 PM Eastern on June 6, 2007

DSW INC. REPORTS 2007 FIRST QUARTER FINANCIAL RESULTS

COLUMBUS, Ohio, June 6, 2007/PRNewswire/ — DSW Inc. (NYSE: DSW), a leading branded footwear specialty retailer, announced net income of $23.7 million on net sales of $357.0 million for the first quarter ended May 5, 2007, compared with net income of $17.5 million on net sales of $316.5 million for the first quarter ended April 29, 2006. Same store sales decreased 3.6% for the comparable thirteen-week period versus an increase of 4.2% last year.

Diluted earnings per share were $0.54 for the first quarter of 2007 compared with $0.40 for last year’s first quarter.

2007 Outlook
Based on the performance through the first quarter reported today, the Company is maintaining its current estimate for fiscal 2007 annual diluted earnings per share in the range of $1.63 to $1.68, and reducing its estimate for annual comparable store sales to the range of 0% to 3%. The Company plans to open at least 30 DSW stores during the year.

Webcast and Conference Call
To hear the Company’s live first quarter earnings conference call, log on to www.DSWshoes.com at 5:00 p.m. ET today, Wednesday, June 6, 2007 or call 1-866-713-8564 and reference passcode 14737160. To hear a replay of the earnings call, which will be available approximately two hours after the conference call ends, dial 1-888-286-8010, followed by passcode 76458851. An audio replay of the conference call, as well as additional financial information, will also be available at www.DSWshoes.com.

About DSW Inc.
DSW Inc., headquartered in Columbus, Ohio, is a leading U.S. branded footwear specialty retailer that offers a wide selection of brand name and designer dress, casual and athletic footwear for women and men. As of June 2, 2007 DSW operated 232 stores in 36 states and supplied footwear to 365 leased locations (33 for related retailers and 332 for non-related retailers) in the United States. For store locations and additional information about DSW, visit www.DSWshoes.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Any statements in this release that are not historical facts, including the statements made in our “2007 Outlook,” are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s current expectations and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These factors include, but are not limited to: our success in opening and operating new stores on a timely and profitable basis; maintaining good relationships with our vendors; our ability to anticipate and respond to fashion trends; fluctuation of our comparable store sales and quarterly financial performance; disruption of our distribution operations; our dependence on Retail Ventures, Inc. for key services; failure to retain our key executives or attract qualified new personnel; our competitiveness with respect to style, price, brand availability and customer service; declining general economic conditions; risks inherent to international trade with countries that are major manufacturers of footwear; and security risks related to our electronic processing and transmission of confidential customer information. Additional factors that could cause our actual results to differ materially from our expectations are described in the Company’s latest annual or quarterly report, as filed with the SEC. Any forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to revise the forward-looking statements included in this press release to reflect any future events or circumstances.

Contact: DSW Investor Relations, 614-872-1474

Source: DSW Inc.

DSW INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

	May 5,		February 3,
	2007		2007
ASSETS
Cash and equivalents	$	76,036	$	73,205
Short-term investments		99,250		98,650
Accounts receivable, net		12,844		8,284
Inventories		257,988		237,737
Prepaid expenses and other assets		19,190		22,049
Deferred income taxes		19,240		18,046
Total current assets		484,548		457,971
Property and equipment, net		130,520		116,872
Goodwill		25,899		25,899
Tradenames and other intangibles, net		5,141		5,355
Deferred income taxes and other assets		4,243		2,206
Total assets	$	650,351	$	608,303
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	109,103	$	94,967
Accrued expenses		64,963		64,300
Total current liabilities		174,066		159,267
Deferred income taxes and other non-current liabilities		77,104		74,457
Total shareholders’ equity		399,181		374,579
Total liabilities and shareholders’ equity	$	650,351	$	608,303

DSW INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	Thirteen			Thirteen
	weeks ended			weeks ended
	May 5,			April 29,
	2007			2006
Net sales	$	356,997		$	316,487
Cost of sales		(247,741	)		(223,200	)
Gross profit		109,256			93,287
Operating expenses		(72,038	)		(65,398	)
Operating profit		37,218			27,889
Interest income, net		1,719			1,324
Earnings before income taxes		38,937			29,213
Income tax provision		(15,193	)		(11,694	)
Net income	$	23,744		$	17,519
Basic and diluted earnings per share:
Basic	$	0.54		$	0.40
Diluted	$	0.54		$	0.40
Shares used in per share calculations:
Basic		43,942			43,896
Diluted		44,361			44,144