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) May 29, 2008 (May 29, 2008)

DSW Inc.

(Exact name of registrant as specified in its charter)

Ohio	001-32545	31-0746639
(State or other jurisdiction	(Commission	( IRS Employer
of incorporation)	File Number)	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)

(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 May 29, 2008, the Company issued a press release regarding its consolidated financial results for the first quarter ended May 3, 2008. 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

     Effective May 29, 2008, Peter Horvath resigned as President of DSW Inc. (the “Company”) to pursue another business opportunity.

     Effective May 29, 2008, Jay L. Schottenstein, the Company’s Chairman and Chief Executive Officer, was appointed President of the Company. To the extent required by Item 5.02(c) of Form 8-K, the information regarding Mr. Schottenstein included in the Company’s Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on April 21, 2008) is incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K.

     A copy of the press release announcing Mr. Horvath’s resignation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated May 29, 2008
99.2	Press Release dated May 29, 2008

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 and Chief Financial Officer

Date: May 29, 2008

EX-99.1

Exhibit 99.1

For Release at 7:00 AM Eastern on May 29, 2008

DSW INC. REPORTS 2008 FIRST QUARTER FINANCIAL RESULTS

COLUMBUS, Ohio, May 29, 2008/PRNewswire/ — DSW Inc. (NYSE: DSW), a leading branded footwear specialty retailer, announced net income of $10.3 million on net sales of $366.3 million for the first quarter ended May 3, 2008, compared with net income of $23.7 million on net sales of $357.0 million for the first quarter ended May 5, 2007. Same store sales decreased 5.4% for the comparable period versus a decrease of 3.6% last year.

Diluted earnings per share were $0.23 for the first quarter this year compared with $0.54 last year.

2008 Outlook

For the fiscal year ending January 31, 2009, the Company reiterated its previous guidance of estimated annual comparable store sales in the negative mid-single digits and annual earnings per diluted share in the range of $0.75 to $0.85. The Company maintains its plans to open at least 30 DSW stores during the year.

Webcast and Conference Call

To hear the Company’s live earnings conference call, log on to www.DSWinc.com today at 8:00 AM Eastern, Thursday, May 29, 2008 or call 1-800-706-7748 and reference passcode 70368480. 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 70790081. An audio replay of the conference call, as well as additional financial information, will also be available at www.DSWinc.com.

About DSW

DSW Inc. is a leading 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 May 29, 2008 DSW operated 270 stores in 37 states and operated an e-commerce site, www.DSW.com. DSW also supplied footwear to 384 leased locations (36 for related retailers and 348 for non-related retailers) in the United States. For store locations and additional information about DSW, visit www.DSWinc.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 “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; termination of supply agreements; 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; impact of the disposition of a majority interest in Value City by Retail Ventures on the allocation of expenses pursuant to the shared services agreement with Retail Ventures, Inc.; failure to retain our key executives or attract qualified new personnel; the success of our e-commerce business; 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; liquidity risks related to our investments; 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. All forward-looking statements speak only as of the time when made. The Company undertakes no obligation to revise the forward-looking statements included in this press release to reflect any future events or circumstances.

Source: DSW Inc.

Contact: DSW Investor Relations, 614-872-1474

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

	Three Months			Three Months
	Ended			Ended
	May 3,			May 5,
	2008			2007
Net sales	$	366,264		$	356,997
Cost of sales		(269,217	)		(247,741	)
Gross profit		97,047			109,256
Operating expenses		(81,041	)		(72,038	)
Operating profit		16,006			37,218
Interest income, net		723			1,719
Earnings before income taxes		16,729			38,937
Income tax provision		(6,441	)		(15,193	)
Net income	$	10,288		$	23,744
Basic and diluted earnings per share:
Basic	$	0.23		$	0.54
Diluted	$	0.23		$	0.54
Shares used in per share calculations:
Basic		43,966			43,942
Diluted		44,149			44,361

2

DSW INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	May 3,		February 2,
	2008		2008
ASSETS
Cash and equivalents	$	118,284	$	61,801
Short-term investments		5,100		70,005
Accounts receivable, net		15,917		14,343
Inventories		267,797		262,037
Prepaid expenses and other current assets		22,430		23,134
Deferred income taxes		21,438		20,302
Total current assets		450,966		451,622
Property and equipment, net		204,409		192,772
Long-term investments		8,391		12,500
Goodwill		25,899		25,899
Tradenames and other intangibles, net		4,309		4,522
Deferred income taxes and other assets		6,052		6,567
Total assets	$	700,026	$	693,882
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	97,904	$	114,595
Accrued expenses		64,461		54,310
Total current liabilities		162,365		168,905
Other non-current liabilities		92,895		91,497
Total shareholders’ equity		444,766		433,480
Total liabilities and shareholders’ equity	$	700,026	$	693,882

3

EX-99.2

Exhibit 99.2

DSW Inc. Announces Departure of President, Peter Horvath

COLUMBUS, OH (May 29, 2008) — DSW Inc. announced effective May 29, 2008, the resignation of its president, Peter Horvath, who is leaving the company to pursue another opportunity.

“All of us at DSW appreciate the important contributions Peter has made to the DSW brand,” said Jay Schottenstein, chairman and CEO of DSW Inc. “We wish him success in his future professional pursuits.”

Separately, the Board of Directors and Mr. Schottenstein have initiated a national search for a CEO. Once the search is completed, Mr. Schottenstein will retain the role of chairman.

DSW Inc. is a leading 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 May 29, 2008, DSW operated 270 stores in 37 states and operated an e-commerce site, www.DSW.com. DSW also supplied footwear to 384 leased locations (36 for related retailers and 348 for non-related retailers) in the United States. For store locations and additional information about DSW, visit www.DSWinc.com.

For more information contact:
Debbie Mitchell
(614) 872-1078
DebbieMitchell@dswinc.com

Or

Leslie Neville
(614) 872-1255
LeslieNeville@dswinc.com

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