10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended January 31, 2015             OR

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

Commission file number 1-32545

DSW INC.

(Exact name of registrant as specified in its charter)

Ohio	31-0746639
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
810 DSW Drive, Columbus, Ohio	43219
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (614) 237-7100

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
	þ	Yes	o	No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
	o	Yes	þ	No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	þ	Yes	o	No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
	þ	Yes	o	No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.				o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
	Large Accelerated Filer			þ
	Accelerated Filer			o
	Non-accelerated Filer			o
	(Do not check if smaller reporting company)
	Smaller reporting company			o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	o	Yes	þ	No
The aggregate market value of voting stock held by non-affiliates of the registrant computed by reference to the price at which such voting stock was last sold, as of August 2, 2014, was $2,133,836,092.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 80,669,324 Class A Common Shares and 7,732,807 Class B Common Shares were outstanding at March 20, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s Proxy Statement relating to fiscal 2014 for the Annual Meeting of Shareholders to be held on June 10, 2015 are incorporated by reference into Part III.

TABLE OF CONTENTS

Item No.	Page
PART I
1. Business	2
1A. Risk Factors	7
1B. Unresolved Staff Comments	13
2. Properties	13
3. Legal Proceedings	13
4. Mine Safety Disclosures	14
PART II
5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
6. Selected Financial Data	17
7. Management's Discussion and Analysis of Financial Condition and Results of Operations	20
7A. Quantitative and Qualitative Disclosures about Market Risk	30
8. Financial Statements and Supplementary Data	30
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
9A. Controls and Procedures	31
9B. Other Information	31
PART III
10. Directors, Executive Officers and Corporate Governance	32
11. Executive Compensation	32
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
13. Certain Relationships and Related Transactions, and Director Independence	33
14. Principal Accounting Fees and Services	33
PART IV
15. Exhibits, Financial Statement Schedules	34
SIGNATURES	35

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TABLE OF CONTENTS TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F- 1
Consolidated Statements of Operations	F- 2
Consolidated Statements of Comprehensive Income	F- 3
Consolidated Balance Sheets	F- 4
Consolidated Statements of Shareholders’ Equity	F- 5
Consolidated Statements of Cash Flows	F- 7
Notes to Consolidated Financial Statements	F- 8
Index to Exhibits	E-1

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PART I

All references to “we,” “us,” “our,” or the “Company” in this Annual Report on Form 10-K mean DSW Inc. and its wholly owned subsidiaries. DSW refers to the DSW segment, which includes DSW stores and dsw.com. DSW Class A Common Shares are listed for trading under the ticker symbol “DSW” on the New York Stock Exchange (“NYSE”).

We own many trademarks and service marks. This Annual Report on Form 10-K may contain trademarks, tradenames and trade dress of other companies. Use or display of other parties’ trademarks, trade dress or tradenames is not intended to and does not imply a relationship with the trademark, trade dress or tradename owner.

Cautionary Statement Regarding Forward-Looking Information for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Some of the statements in this Annual Report on Form 10-K contain forward-looking statements which reflect our current views with respect to, among other things, future events and financial performance. Examples of such forward-looking statements include references to our future expansion and our omni-channel strategy. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Annual Report on Form 10-K are based upon current plans, estimates, expectations and assumptions relating to our operations, results of operations, financial condition, growth strategy and liquidity. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to numerous risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition to other factors discussed elsewhere in this report, including those factors described under “Part I, Item 1A. Risk Factors,” some important factors that could cause actual results, performance or achievements for DSW Inc. to differ materially from those discussed in forward-looking statements include, but are not limited to, the following:

• our success in executing our omni-channel strategy;

• our success in opening and operating new stores on a timely and profitable basis;

• maintaining strong relationships with our vendors;

• our ability to anticipate and respond to fashion trends;

• disruption of our distribution and/or fulfillment operations;

• continuation of supply agreements and the financial condition of our affiliated business partners;

• fluctuation of our comparable sales and quarterly financial performance;

• risks related to our information systems and data;

• failure to retain our key executives or attract qualified new personnel;

• our competitiveness with respect to style, price, brand availability and customer service;

• our reliance on our DSW Rewards program and marketing to drive traffic, sales and customer loyalty;

• uncertain general economic conditions;

• our reliance on foreign sources for merchandise and risks inherent to international trade;

• risks related to our handling of sensitive and confidential data;

• risks related to leases of our properties;

• risks related to the realization of benefits related to our equity interest in Town Shoes Limited ("Town Shoes"), a leading branded shoe retailer in Canada;

• foreign currency exchange risk; and

• risks related to our cash and investments.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results, performance or achievements may vary materially from what we have projected. Furthermore, new factors emerge from time to time and it is not possible for management to predict all such factors, nor can management assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

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ITEM 1. BUSINESS.

General

DSW is the destination for fabulous brands at a great value every single day. With a breathtaking assortment of shoes, handbags and accessories for women and men in 431 stores nationwide and on dsw.com, DSW is about the delight of finding the perfect shoe at the perfect price. Our DSW stores average approximately 21,500 square feet and carry approximately 22,000 pairs of shoes. In addition, DSW Rewards means shopping comes with perks; members earn points towards certificates every time they purchase. We believe this combination of assortment, convenience and value differentiates us from our competitors and appeals to consumers from a broad range of socioeconomic and demographic backgrounds.

As a division of DSW Inc., the Affiliated Business Group ("ABG") partners with multi-category retailers and wholesalers to develop strategies and business models for targeted shoe assortments. ABG provides service to over 370 store locations and e-commerce channels through leased partnerships with Stein Mart, Gordmans and Frugal Fannies. Additionally, ABG operates mall-based branded specialty retail stores under the banner of Yellow Box footwear.

DSW also has an equity investment in Town Shoes. Town Shoes is the market leader in branded footwear in Canada, with sales of $293 million CAD in its fiscal year ended January 2015. As of January 31, 2015, Town Shoes operated 182 locations across Canada primarily under The Shoe Company, Shoe Warehouse and Town Shoes banners, as well as the .com site. In May 2014, DSW Inc. entered into a licensing agreement with Town Shoes, which allows Town Shoes to use the DSW Designer Shoe Warehouse tradename for their new larger concept Canadian stores. The first two Canadian DSW Designer Shoe Warehouse stores opened in August 2014.

See our consolidated financial statements and the notes thereto in Item 8 of this Annual Report on Form 10-K for financial information about our two segments: the DSW segment, which includes DSW stores and dsw.com, and the ABG segment. Additionally, a five year summary of certain financial and operational information is included in Item 6 of this Annual Report.

We follow a 52/53-week fiscal year that ends on the Saturday nearest to January 31 in each year. The periods presented in these financial statements are the fiscal years ended January 31, 2015 ("fiscal 2014"), February 1, 2014 ("fiscal 2013"), February 2, 2013 ("fiscal 2012"), January 28, 2012 ("fiscal 2011") and January 29, 2011 ("fiscal 2010"). Fiscal 2014, 2013, 2011 and 2010 each consisted of 52 weeks, while fiscal 2012 consisted of 53 weeks.

Corporate History

We were incorporated in the state of Ohio on January 20, 1969 and opened our first DSW store in Dublin, Ohio in 1991. In 1998, a predecessor of RVI purchased DSW and affiliated shoe businesses from Schottenstein Stores Corporation and Nacht Management, Inc. In July 2005, we completed an initial public offering of our Class A Common Shares, selling approximately 32.4 million shares at an offering price of $9.50 per share.

On May 26, 2011, RVI merged (the "Merger") with and into DSW MS LLC ("Merger Sub"), with Merger Sub surviving the merger and continuing as a wholly owned subsidiary of DSW Inc. Upon the closing of the Merger, each outstanding RVI common share was converted into 0.435 DSW Class A Common Shares, unless the holder properly and timely elected to receive a like amount of DSW Class B Common Shares. Consolidated financial statements represent consolidated RVI financial information. References to Retail Ventures or RVI refer to the pre-merger entity.

On October 14, 2013, the shareholders of DSW Inc. approved a two-for-one stock split of DSW Common Shares. The stock split became effective on November 4, 2013and provided for the issuance of one Class A Common Share for each Class A and Class B Common Share outstanding. All years presented have been updated to reflect the stock split.

Competitive Strengths

We believe that having a leading market position is driven by our competitive strengths: the breadth of our branded product offerings, our relationships with merchandise suppliers, our distinctive and convenient shopping experience and the value proposition offered to our customers.

The Breadth of Our Product Offerings

Our goal is to excite our customers with a competitive, compelling assortment of shoes and complementary accessories that fulfill a broad range of style and fashion preferences. DSW sells a large assortment of brand name, designer and private brand

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merchandise. We purchase directly from approximately 430 domestic and foreign vendors, primarily in-season footwear found in specialty and department stores and branded make-ups (shoes made exclusively for a retailer). We also make opportunistic and close-out purchases to offer value to our customers. Through our stores, fulfillment center and expanding drop ship network, we offer thousands of shoes for women, men and children and a complementary assortment of handbags, hosiery, jewelry and other accessories which appeal to our brand and fashion conscious customers.

Our Relationships with Merchandise Suppliers

We purchase merchandise directly from approximately 430 domestic and foreign vendors. Our vendors include suppliers who either manufacture their own merchandise or supply merchandise manufactured by others, or both. Most of our domestic vendors import a large portion of their merchandise from abroad. We have quality control programs under which our buyers are involved in establishing standards for quality and fit, and our personnel examine incoming merchandise in regards to color, material and overall quality. As our sales volumes continue to grow, we believe there will continue to be adequate sources available to acquire a sufficient supply of quality merchandise in a timely manner and on satisfactory economic terms. During fiscal 2014, 2013 and 2012, merchandise supplied by our top three vendors accounted for approximately 18%, 19% and 18% of our net sales, respectively.

We separate our DSW merchandise into four primary categories: women’s footwear; men’s footwear; athletic footwear; and accessories and other. While shoes are the main focus of DSW, we also offer a complementary assortment of handbags, hosiery, jewelry and other accessories. The following table sets forth the approximate percentage of our net sales attributable to each merchandise category for the fiscal years below:

	Fiscal year
Category	2014		2013		2012
Women's footwear	61	%	62	%	65	%
Men's footwear	18	%	17	%	16	%
Athletic footwear	12	%	12	%	12	%
Accessories and Other	9	%	9	%	7	%

Our Distinctive and Convenient Shopping Experience

We provide our customers with the highest level of convenience based on our belief that customers should be empowered to control and personalize their shopping experiences. In stores, our merchandise is displayed on the selling floor with self-service fixtures to enable customers to view and touch the merchandise. We believe this shopping experience provides our customers with maximum convenience as they are able to browse and try on merchandise without feeling rushed or pressured to make a purchasing decision. Our traditional point of sale and mobile point of sale allows us to interact and transact with customers on the selling floor. Our omni-channel capabilities (ship from store and drop ship) allow customers to order additional styles, sizes, widths and categories that can be fulfilled from other stores, our fulfillment center or the supplier's warehouse and create immediate access to our total assortment. Merchandise is organized in a logical manner that groups together similar styles such as dress, casual, seasonal and athletic merchandise for easy browsing.

The Value Proposition Offered to Our Customers

Through our buying organization, we are able to provide customers with high quality, in-season fashion styles at attractive prices compared to the sale prices found at specialty retailers and department stores. We employ a consistent pricing strategy that provides customers with the same price on our merchandise from the day it arrives in store until it enters our planned clearance rotation. Our pricing strategy differentiates us from our competitors who usually price and promote merchandise at discounts available only for limited time periods. We find that customers appreciate shopping for value when it is most convenient for them, rather than waiting for a sale event.

In order to provide additional value to our customers, we maintain a loyalty program, DSW Rewards, which rewards customers for shopping, both in DSW stores and at dsw.com. DSW Rewards members earn reward certificates that offer discounts on future purchases. Reward certificates expire three months after being issued. Members also receive promotional offers and gifts with purchase. We employ a variety of methods, including email, direct mail and social media, to communicate exclusive offers to our rewards customers. In fiscal 2014, we also introduced a co-branded credit card that allows DSW Rewards members to earn points for purchases made at DSW, as well as outside of DSW.

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As of January 31, 2015, approximately 23 million members were enrolled in our DSW Rewards program and have made at least one purchase over the course of the last two years as compared to approximately 22 million members as of February 1, 2014. In both fiscal 2014 and fiscal 2013, shoppers in the loyalty program generated approximately 90% of DSW segment sales.

Growth Strategy

Our growth strategy is to continue to strengthen our position as a leading footwear and accessories retailer by: expanding our business and omni-channel strategy to address changing consumer expectations, driving sales through enhanced merchandising, investing in our infrastructure, and utilizing our financial strength to invest in key initiatives.

Expanding Our Business and Investing in our Omni-Channel Strategy

We opened 37 DSW stores in fiscal 2014, five of which were small format stores. Our small format stores average approximately 12,000 square feet and, if successful, could pave the way for more small format stores. We plan to open approximately 35 DSW stores in fiscal 2015, and plan to open 15 to 20 DSW stores in each of the following two to five years. We believe that we have the potential to operate 500 to 550 stores, which excludes small format stores. Our plan is to open stores in both new and existing markets, with the primary focus on power strip centers and to reposition existing stores as opportunities arise. Depending on the market, we also consider regional malls, lifestyle centers and urban street locations. In general, our evaluation of potential new stores integrates information on demographics, co-tenancy, retail traffic patterns, site visibility and accessibility, store size and configuration and lease terms. Our real estate decision-making entails an analysis of underlying demand for our products through brick and mortar and online channels. Our analysis also looks at current penetration levels in markets we serve and our ability to deepen our share of the market and acquire new customers.

As of January 31, 2015, we operated 431 DSW stores in 42 states, the District of Columbia and Puerto Rico. The following table shows the number of our DSW stores by state and territory:

Alabama	5	Louisiana	4	Ohio	18
Arizona	10	Maine	1	Oklahoma	3
Arkansas	1	Maryland	18	Oregon	4
California	41	Massachusetts	16	Pennsylvania	21
Colorado	11	Michigan	17	Puerto Rico	2
Connecticut	8	Minnesota	11	Rhode Island	2
Delaware	1	Mississippi	1	South Carolina	2
Florida	27	Missouri	5	Tennessee	6
Georgia	15	Nebraska	2	Texas	37
Idaho	1	Nevada	3	Utah	2
Illinois	22	New Hampshire	2	Virginia	15
Indiana	11	New Jersey	17	Washington	8
Iowa	2	New York	33	District of Columbia	3
Kansas	2	North Carolina	9	Wisconsin	7
Kentucky	4	North Dakota	1	Total	431

In addition to store growth, we are enhancing our omni-channel capabilities. We are expanding our drop ship program, making previously store-only product available online and increasing availability of our accessories online. Our ship from store program allows customers to purchase shoes from a location other than from where the customer originally demanded the item. Our mobile application provides another manner for customers to interact with us. In fiscal 2015, we plan to launch buy online, pick up in store.

In our Affiliated Business Group, we leverage our sourcing network to produce a merchandise assortment that meets the needs of our affiliated business customers. We actively pursue opportunities for new affiliated business partners.

Through our investment in Town Shoes, we serve Canadian customers with great values on branded footwear and accessories within a variety of concepts, including DSW Designer Shoe Warehouse stores.

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Driving Sales through Enhanced Merchandising

Our merchandising group continuously monitors current fashion trends as well as historical sales trends to identify popular styles and styles that may become popular in the upcoming season. We track performance and sales trends on a weekly basis and have a flexible buying process that allows us to reorder successful styles and cancel underperforming styles throughout each season. To keep our product mix fresh and on target, we test new fashions and actively monitor sell-through rates. We also aim to improve the quality and breadth of existing vendor offerings and identify new vendor and category opportunities. In fiscal 2014, we began offering jewelry in all DSW stores and increased the availability of accessories online.

Investment in Our Infrastructure

We are investing in systems that will enhance our operating efficiency in areas such as supply chain, merchandise planning and allocation, inventory management, distribution and labor management.

Over the past few years, we completed investments in our supply chain to support size replenishment and size optimization. Size replenishment focuses on replenishing core styles at a size level; size optimization allows us to effectively allocate sizes by store. All categories will be planned using an enterprise-wide assortment planning system that will allow us to build assortments based on local customer profiles rather than just based on store volume. We continue to enhance our ship from store criteria to select stores with lower inventory turns.

Our primary distribution center is located in an approximately 700,000 square foot facility in Columbus, Ohio. The distribution center operates to facilitate the prompt delivery of priority purchases and fast-selling footwear so we can take full advantage of each selling season. During fiscal 2014, we invested in the installation of a new shipping sorter in our distribution center.  This new shipping sorter improved productivity and increased shipping capacity. Our fulfillment center processes orders which are shipped directly to customers using a logistics provider. Our ship from store program enables us to fulfill unmet demand originating from either dsw.com or DSW stores from inventory that is located in other stores rather than only from our inventory in the fulfillment center or the customer's home store. To further ensure prompt delivery, we engage a logistics service provider to receive orders originating from suppliers on the West Coast and some imports entering at a West Coast port of entry through our West Coast facility. Merchandise is transported either from our West Coast facility or our primary distribution center to our pool points and then on to stores.

Utilizing Our Financial Strength

Our operating model is focused on assortment, value and convenience. We believe that the growth we have achieved is attributable to our operating model and management’s focus on profitability and economic payback. Over the five fiscal years ended January 31, 2015, our net sales have grown at a compounded annual growth rate of 9%. In addition, we have consistently generated positive operating cash flows and profitable operating results. We intend to explore ways to manage our net sales, operating cash flows and operating profit. We believe cash generated from operations, together with our cash and investments of approximately $447 million as of January 31, 2015, is sufficient to maintain our ongoing operations, support seasonal working capital requirements, fund capital expenditures, make quarterly dividend payments to our shareholders and make opportunistic share repurchases.

Additional Information

Affiliated Business Group

As a division of DSW Inc., ABG partners with multi-category retailers and wholesalers to develop strategies and business models for targeted shoe assortments. ABG provides service to over 370 store locations and e-commerce channels through leased partnerships with Stein Mart, Gordmans and Frugal Fannie's. Additionally, ABG operates mall-based branded specialty retail stores under the banner of Yellow Box footwear. We have renewable supply agreements to provide merchandise for the shoe departments in Stein Mart, Gordmans, and Frugal Fannie’s stores through December 2017, January 2016 and April 2017, respectively. As of January 31, 2015, we supplied merchandise to 269 Stein Mart stores and the Stein Mart e-commerce website, 97 Gordmans stores, one Frugal Fannie’s store and four Yellow Box stores.

Competition

We view our primary competitors to be department stores, online shoe retailers and brand-oriented discounters. We also compete with mall-based shoe stores, national chains, independent shoe retailers, single-brand specialty retailers and multi-

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channel specialty retailers. Many of our competitors generally offer a more limited assortment at higher initial prices in a less convenient format than DSW and without the benefits of the DSW Rewards program. In addition, we believe we successfully compete against retailers who have attempted to duplicate our format because they typically offer assortments with fewer recognizable brands and more styles from prior seasons, unlike DSW’s current on-trend merchandise. We believe that our brick and mortar stores are a competitive advantage stimulating dsw.com sales and driving growth in DSW segment sales.

Intellectual Property

We have registered a number of trademarks, service marks and domain names in the United States and internationally, including DSW®, DSW Shoe Warehouse® and DSW Designer Shoe Warehouse®. We licensed our DSW Designer Shoe Warehouse trademark to Town Shoes. We believe our trademarks and service marks, especially those related to the DSW concept, have significant value and are important to building our name recognition. To protect our brand identity, we have also protected the DSW trademark in several foreign countries. We also hold patents related to our unique store fixtures, which gives us greater efficiency in stocking and operating those stores that currently have the fixtures. We aggressively protect our patented fixture designs, as well as our packaging, private brand names, store design elements, marketing slogans and graphics.

Associates

As of January 31, 2015, we employed approximately 11,800 associates. None of our associates are covered by any collective bargaining agreements. We offer competitive wages, paid time off, comprehensive medical and dental insurance, vision care, company-paid and supplemental life insurance programs, associate-paid long-term disability and company-paid short-term disability insurance and a 401(k) plan to our full-time associates and some of our part-time associates. We have not experienced any work stoppages, and we consider our relations with our associates to be good.

Seasonality

Our business is subject to seasonal merchandise trends when our customers’ interest in new seasonal styles increases. New spring styles are primarily introduced in the first quarter, and new fall styles are primarily introduced in the third quarter. Unlike many other retailers, we have not traditionally experienced a significant increase in net sales during our fourth quarter associated with the winter holiday season.

AvailableInformation

DSW Inc. electronically files reports with the Securities and Exchange Commission ("SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to such reports. The public may read and copy any materials that DSW Inc. files with the SEC at:

SEC Public Reference Room

100 F Street N.E.

Washington, D.C. 20549

The public may obtain information on the operation at the SEC Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Additionally, information about DSW Inc., including its reports filed with or furnished to the SEC, is available through DSW Inc.’s website at www.dswinc.com. Such reports are accessible at no charge through DSW Inc.’s website and are made available as soon as reasonably practicable after such material is filed with or furnished to the SEC.

Copies of any of the above-referenced documents will also be made available, free of charge, upon written request to:

DSW Inc.

Investor Relations

810 DSW Dr.

Columbus, OH 43219

We have included our website addresses throughout this report as textual references only. The information contained on our websites is not incorporated into this Form 10-K.

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ITEM 1A.    RISK FACTORS.

In addition to the other information in this Annual Report on Form 10-K, shareholders or prospective investors should carefully consider the following risk factors when evaluating DSW Inc. If any of the events described below occurs, our business, financial condition, results of operations and future growth prospects could be negatively affected.

Risks Relating to Our Business

We are positioning DSW as an omni-channel retailer and expect to make significant capital investments and have significant expenses related to our omni-channel strategy. Failure to execute our omni-channel strategy could have a material adverse effect on our business, results of operations and how we meet consumer expectations.

The omni-channel strategy is a business necessity to meet changing customer experience expectations and an opportunity to create a competitive advantage. It is a business necessity because the DSW customer expects to be able to shop across all sales channels. The omni-channel strategy can also create distance between DSW and single channel competitors as well as multi-channel competitors who either do not operate in an omni-channel way or do not define omni-channel as broadly as DSW intends to define it. We have developed an omni-channel strategy and expect to have continued innovation in our business. We no longer consider our omni-channel strategy as a business initiative, as we see it as a fundamental change of how we plan and operate the business. 

This strategy will require significant cost investment of cross-functional operations and management focus, along with investment in supporting technologies. The risk is that the execution of our omni-channel strategy could cost more than expected, have fewer benefits than anticipated, distract management from our day-to-day operations, or be unsuccessful. In the event that our omni-channel strategy is unsuccessful, it may have a material adverse effect on our business, results of operations or financial results.

We opened 37 DSW stores in fiscal 2014, plan to open approximately 35 DSW stores in fiscal 2015 and plan to open 15 to 20 DSW stores in each of the following two to five years, which could strain our resources and have a material adverse effect on our business and financial performance.

Our continued and future growth largely depends on our ability to successfully open and operate new DSW stores on a profitable basis as part of our real estate strategy. During fiscal 2014, 2013 and 2012, we opened 37, 30 and 39 new DSW stores, respectively. Included in the 37 new DSW stores in fiscal 2014 were five small format stores. Our small format stores average approximately 12,000 square feet and, if successful, they could pave the way for more small format stores. We plan to open approximately 35 stores in fiscal 2015 and plan to open 15 to 20 stores each year for the following two to five years. As of January 31, 2015, we have signed leases for an additional 34 stores opening in fiscal 2015 and 2016. During fiscal 2014, the average investment in property and equipment, inventory and new store expenses required to open a typical new DSW store was approximately $1.5 million, excluding construction and tenant allowances received from landlords.

This continued expansion could place increased demands on our financial, managerial, operational and administrative resources. We may not achieve our planned expansion on a timely and profitable basis or achieve results in new locations similar to those achieved in existing locations in prior periods. Our ability to open and operate new DSW stores on a timely and profitable basis depends on many factors, including our ability to:identify suitable markets and sites for new store locations with financially stable co-tenants and landlords; 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 operating cash flows from operations to fund growth;open new stores at costs not significantly greater than those anticipated;successfully open new DSW stores in markets in which we currently have few or no stores;control the costs of other capital investments associated with store openings; hire, train and retain qualified managers and store personnel; and successfully integrate new stores into our existing infrastructure, operations, management and distribution systems or adapt such infrastructure, operations and systems to accommodate our growth.

As a result, we may be unable to open new stores at the rates expected or at all. If we fail to successfully implement our growth strategy, the opening of new DSW stores could be delayed or prevented, could cost more than anticipated and could divert resources from other areas of our business, any of which could have a material adverse effect on our business.

To the extent that we open new DSW stores in our existing markets, we may experience reduced net sales in existing stores in those markets. As our store base increases, our stores will become more concentrated in the markets we serve. As a result, the number of customers and financial performance of individual stores may decline and the average sales per square foot at our stores may be reduced, which could have a material adverse effect on our business.

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We rely on our strong relationships with vendors to purchase brand name and designer merchandise at favorable prices. If these relationships were to beimpaired, we may not be able to obtain a sufficient assortment of merchandise atattractive prices, and we may not be able to respond promptly to changingfashion trends, either of which could have a material adverse effect on our business and financial performance.

We generally do not have long-term supply agreements or exclusive arrangements with any vendors and, therefore, our success depends on maintaining strong relationships with our vendors. Our success depends to a significant extent on the willingness and ability of our vendors to supply us with sufficient inventory to stock our sales channels. If we fail to maintain our relationships with our existing vendors or to enhance the quality of merchandise they supply us, and if we cannot maintain or acquire new vendors of in-season brand name and designer merchandise, our ability to obtain a sufficient amount and variety of merchandise at favorable prices may be limited, which could have a negative impact on our business. In addition, our inability to stock our sales channels with in-season merchandise at attractive prices could result in lower net sales and decreased customer interest in our sales channels, which could have a material adverse effect on our business. Further, if our merchandise costs increase due to increased material or labor costs, or other reasons, our ability to respond or the effect of our response could adversely affect our net sales or gross profit. During fiscal 2014, merchandise supplied by three key vendors accounted for approximately 18% of our net sales. The loss of or a reduction in the amount and qualityof merchandise supplied by any one of these vendors could have an adverse effect on our business.

We may be unable to anticipate and respond to fashion trends and consumerpreferences, which could have a materialadverse effect on our business.

Our merchandising strategy is based on having the proper mix of products in each store to attract our target customers or having those products available via our omni-channel capabilities. This requires us to anticipate and respond to numerous and fluctuating variables in fashion trends and other conditions in the markets in which our stores are situated. A variety of factors will affect our ability to maintain the proper mix of products in each store, including:variations in local economic conditions, which could affect our customers’ discretionary spending and their price sensitivity;unanticipated fashion trends; 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; andchanges in weather patterns, which in turn affect consumer preferences. If we are unable to anticipate and fulfill the merchandise needs of our customers, we may experience decreases in our net sales and may be forced to increase markdowns in relation to slow-moving merchandise, either of which could have a material adverse effect on our business.

The loss or disruption of ourdistribution and/or fulfillment centers could have a material adverse effect on ourbusiness and operations.

For our DSW stores and affiliated businesses, the majority of our inventory is shipped directly from suppliers to our primary distribution center in Columbus, Ohio, where the inventory is then processed, sorted and shipped to one of our pool locations located throughout the country and then on to the stores. Through a third party, we also operate a West Coast facility where shipments bypass our primary distribution center and go directly to one of our pool locations from the West Coast facility. Our inventory can also be shipped directly from our fulfillment center, supported by a third party, to our customers. Through our ship from store capability, our inventory is shipped directly from our DSW stores. Through our drop ship program, inventory is shipped from the vendor's warehouse.

Our operating results depend on the orderly operation of our receiving and distribution process, which in turn depends on third-party vendors’ adherence to shipping schedules and our effective management of our distribution facilities. We may not anticipate all the changing demands that our expanding operations will impose on our receiving and distribution system, and events beyond our control, such as disruptions in operations due to catastrophic events, labor disagreements or shipping problems, that may result in delays in the delivery of merchandise to our stores and customers. While we maintain business interruption and property insurance, in the event our distribution and fulfillment centers shut down for any reason or if we were to incur higher costs and longer lead times in connection with a disruption at our distribution and fulfillment centers, our insurance may not be sufficient to cover the impact to the business.

If Stein Mart or Gordmans were to terminate our supply agreements, close a significant number of stores or liquidate, it could have a material adverse effect on our business and financial performance.

Our supply agreements are typically for multiple years with automatic renewal options as long as either party does not give notice of intent not to renew. For Stein Mart and Gordmans, our contractual termination dates are December 2017 and January 2016, respectively. In addition, the agreements contain provisions that may trigger an earlier termination. For fiscal 2014, the sales from our Affiliated Business Group represented approximately 6% of our total company net sales. In the event of the loss

8

of either of these supply agreements, it is unlikely that we would be able to proportionately reduce expenses compared to the reduction of net sales. The performance of our Affiliated Business Group is highly dependent on the performance of Stein Mart and Gordmans. If Stein Mart or Gordmans were to terminate our supply agreements, close a significant number of stores or liquidate, it could have a material adverse effect on our business and financial performance.

Our sales and quarterly financial performance may fluctuatefor a variety of reasons, including seasonal variability.

Our business is sensitive to customers’ spending patterns, which in turn are subject to prevailing regional and national economic conditions and the general level of economic activity. Our comparable sales and quarterly results of operations have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of other factors affect our sales and quarterly financial performance, including: uncertain U.S. economic conditions and, in particular, the retail sales environment; changes in our merchandising strategy; timing and concentration of new DSW store openings and related new store and other start-up costs;expenses associated with new DSW stores, our omni-channel strategy and marketing expenses; 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; and actions by our competitors.

Accordingly, our results for any one fiscal quarter are not necessarily indicative of the results to be expected for any other quarter, and comparable sales for any particular future period may increase or decrease. Our future financial performance may fall below the expectations of securities analysts and investors.

In addition, our business is subject to seasonal merchandise trends when our customers’ interest in new seasonal styles increases. New spring styles are introduced in the first quarter, and new fall styles are introduced in the third quarter. As a result of seasonal merchandise trends, any factors negatively affecting us during these periods, including adverse weather, the timing and level of markdowns, fashion trends or unfavorable economic conditions, could have a material adverse effect on our business.

The loss or disruption of information technology services could affect our ability to implement our growth strategy and have a material adverse effect on our business.

Our information systems are an integral part of our growth strategy in efficiently operating our business, in managing operations and protecting against security risks related to our electronic processing and transmitting of confidential customer and associate data. The requirements to keep our information systems operating at peak performance may be higher than anticipated and could strain our capital resources, management of any upgrades and our ability to protect ourselves from any future information security breaches. In addition, any significant disruption of our data center could have a material adverse effect on those operations dependent on those systems, most specifically, store operations, dsw.com, our distribution and fulfillment centers and our merchandising team. While we maintain business interruption and property insurance, in the event our data center was to be shut down, our insurance may not be sufficient to cover the impact to the business, or insurance proceeds may not be received timely.

We accept orders through dsw.com and m.dsw.com, the DSW mobile site. We are subject to various risks of operating online and mobile selling capabilities such as: the failure of our information technology infrastructure, including any third-party hardware or software, resulting in downtime or other technical issues; reliance on third-party logistics providers to deliver our products to customers; inability to respond to technological changes; violations of state or federal laws; credit card fraud; or other information security breaches. Failure to mitigate these risks could have a material adverse effect on our business.

We face security risks related to our electronic processing of sensitive and confidential customer and associate data; which data, if breached, could damage our reputation and have a material adverse effect on our business.

Given the nature of our business, we collect, process and retain sensitive and confidential customer data, including credit card information. Despite our current security measures, our facilities and systems, and those of our third-party service providers, are vulnerable to information security breaches, acts of vandalism, computer viruses or other similar attacks. An information security breach involving the disclosure of confidential data could damage our reputation and our customers' willingness to shop in our stores, on dsw.com and m.dsw.com, and subject us to possible legal liability. In addition, we may incur material remediation costs as a result of an information security breach, including liability for stolen customer or associate data, repairing system damage or providing credit monitoring or other benefits to customers or associates affected by the breach. While we have insurance, in the event we experience an information security breach, our insurance may not be sufficient to cover the impact to the business, or insurance proceeds may not be received timely. Failure to mitigate these risks could have a material adverse effect on our business.

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

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

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

DSW Rewards is a customer loyalty program that we rely on to drive customer traffic, sales and loyalty. DSW Rewards members earn reward certificates that offer discounts on future purchases. In both fiscal 2014 and 2013, shoppers in the loyalty program generated approximately 90% of DSW sales. As of January 31, 2015, approximately 23 million members were enrolled in DSW Rewards and have made at least one purchase over the course of the last two fiscal years, compared to approximately 22 million members as of February 1, 2014. In the event that our DSW Rewards members do not continue to shop at DSW or the number of members decreases, this could have a material adverse effect on our business.

We are constantly exploring new business opportunities. The failure to successfully execute our plans may have a material adverse effect on our business, results of operations or financial condition.

The continued development of new business opportunities could distract management from our core business. In the event that we lose focus on our core business or are unsuccessful in the execution of our concept, it may have a material adverse effect on our business, results of operations or financial condition.

We are exposed to risk through leases of certain portions of our properties.

In fiscal 2012, we purchased our corporate office headquarters, our distribution center and a trailer parking lot. Certain portions of the properties are leased to both unrelated and related parties, which provides rental income. The largest tenant's lease, which is not with a related party, renewed for another two-year term in June 2013, but either party can terminate after each two-year renewal option and the tenant can terminate at any time with 60 days notice. In the event that one or more tenants do not renew their leases, the foregoing circumstances or events could have a material adverse effect on our financial condition.

In connection with the Merger, Merger Sub assumed RVI’s responsibilities under a lease dated September 2003 for an office building in Columbus, Ohio (the "Premises"). In April 2005, RVI sublet the Premises to an unrelated third party at a rent that is lower than its expenses under the lease. In fiscal 2012, DSW Inc. assumed responsibility for the lease. The sublease is through the lease expiration date, but either party can terminate after each two-year renewal option. Merger Sub remains liable under the lease through the lease expiration date in 2024, and if the subtenant does not pay the rent or vacates the Premises, Merger Sub would be required to make full rent payments to the landlord without any rental income. All of the foregoing circumstances or events could have a material adverse effect on our financial condition.

Risks Relating to the External Environment

We may be unable to compete favorably in our highly competitive market, which could have a material adverse effect on our business.

The retail footwear market is highly competitive with few barriers to entry. We compete against a diverse group of retailers, both small and large, including department stores, mall-based shoe stores, national chains, independent shoe retailers, single-brand specialty retailers, online shoe retailers, multi-channel specialty retailers and brand-oriented discounters. Our success depends on our ability to remain competitive with respect to style, price, brand availability and customer service. The performance of our competitors, as well as a change in their pricing policies as a result of the current economic environment, marketing activities and other business strategies, could have a material adverse effect on our business.

Our failure to identify and respond to rapidly changing customer behavior and the impact that social media and comparison shopping has on our customer could have a material adverse effect on our business.

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

We purchase merchandise from domestic and foreign vendors. In addition, many of our domestic vendors import a large portion of their merchandise from abroad, primarily from China, Brazil and Italy. We believe that almost all the merchandise we purchased during fiscal 2014 was manufactured outside the United States, and the majority was manufactured in China. For this reason, we face risks inherent in purchasing from foreign suppliers, such as: 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 increased inspections of import shipments by domestic authorities; work stoppages; U.S. laws affecting the importation of goods, including duties, tariffs and quotas and other non-tariff barriers; expropriation or nationalization; changes in foreign 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 foreign laws and with domestic and international labor standards.

We require our vendors to operate in compliance with applicable laws and regulations and our internal requirements. However, we do not control our vendors or their labor and business practices. The violation of labor or other laws by one of our vendors could have a material adverse effect on our business.

Restrictions in our secured revolving credit facility and letter of credit agreement could limit our operational flexibility.

We have a $50 million secured revolving credit agreement and a $50 million letter of credit agreement with terms expiring July 2018 and August 2018, respectively. The secured revolving credit agreement is secured by a lien on substantially all of our personal property assets and its subsidiaries with certain exclusions and may be used to provide funds for general corporate purposes, to provide for ongoing working capital requirements, and to make permitted acquisitions. In addition, both the secured revolving credit agreement and the letter of credit agreement contain restrictive covenants relating to our management and the operation of our business. These covenants, among other things, limit or restrict our ability to grant liens on our assets, limit our ability to incur additional indebtedness, limit our capital expenditures to $200 million annually (the secured revolving credit agreement only), limit our ability to enter into transactions with affiliates and limit our ability to merge or consolidate with another entity. These covenants could restrict our operational flexibility, and any failure to comply with these covenants or our payment obligations would limit our ability to borrow under the secured revolving credit facility and, in certain circumstances, may allow the lenders thereunder to require repayment.

Uncertain economic conditions in the United States and other world events can adversely affect consumer confidence and consumer spending habits, which could result in reduced net sales.

Consumer spending habits, including spending for the footwear and accessories that we sell, are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, prevailing interest rates, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers’ disposable income. Consumer confidence is also affected by the domestic and international political situation. The outbreak or escalation of war, natural disasters, or the occurrence of terrorist acts or other hostilities in or affecting the United States, could lead to a decrease in spending by consumers. In an economic slowdown, we could experience lower net sales than expected on a quarterly or annual basis and be forced to delay or slow our expansion plans. Reduced net sales may result in reduced operating cash flows if we are not able to appropriately manage inventory levels or leverage expenses. These negative economic conditions could have a material adverse effect on our business.

Our cash and investments are subject to risks that could affect the liquidity of these investments.

As of January 31, 2015, we had cash and investments of approximately $447 million. A portion of these are held as cash in operating accounts that are with third-party financial institutions. While we regularly monitor the cash balances in our operating accounts and when possible adjust the balances as appropriate to be within Federal Deposit Insurance Corporation (“FDIC”) insurance limits, these cash balances could be lost or inaccessible if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets.

While we generally invest in lower risk investments, investment risk has been and may further be exacerbated by credit and liquidity issues that have affected various sectors of the financial markets. Our access to cash and investments, their earning potential or our ability to invest in highly rated, low risk investments may be impacted by adverse conditions in the U.S. financial markets. These market risks associated with our cash and investments could have a material adverse effect on our business.

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Our amended articles of incorporation, amended and restated code of regulationsand Ohio state law contain provisions that may have the effect of delaying orpreventing a change in control of DSW. This could adversely affect the value ofour Common Shares.

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

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

We do not expect a trading market for DSW Class B Common Shares to develop and therefore any investment in DSW Class B Common Shares may be effectively illiquid, unless such DSW Class B Common Shares are converted into DSW Class A Common Shares.

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

Risks Relating to our Relationship with the Schottenstein Affiliates

The Schottenstein Affiliates, entities owned by or controlled by Jay L. Schottenstein, the executive chairman of the DSW board of directors, and members of his family, directly control or substantially influence the outcome of matters submitted for DSW shareholder votes, and their interests may differ from DSW’s other shareholders.

As of January 31, 2015, the Schottenstein Affiliates have approximately 49% of the voting power of the outstanding DSW Common Shares. The Schottenstein Affiliates directly control or substantially influence the outcome of all matters submitted to DSW’s shareholders for approval, including the election of directors, approval of mergers or other business combinations, and acquisitions or dispositions of assets. The interests of the Schottenstein Affiliates may differ from or be opposed to the interests of DSW’s other shareholders, and their level of ownership and voting power in DSW may have the effect of delaying or preventing a subsequent change in control that may be favored by other DSW shareholders.

The Schottenstein Affiliates engage in a variety of businesses, including, but not limited to, business and inventory liquidations, apparel companies and real estate investments. Opportunities may arise in the area of potential competitive business activities that may be attractive to the Schottenstein Affiliates and us. Our amended and restated articles of incorporation provide that the Schottenstein Affiliates are under no obligation to communicate or offer any corporate opportunity to us. In addition, the Schottenstein Affiliates have the right to engage in similar activities as us, do business with our suppliers and customers, and except as limited by the Master Separation Agreement with RVI, employ or otherwise engage any of our officers or employees. The provisions of the Master Separation Agreement with RVI also outline how opportunities are to be assigned in the event that our or the Schottenstein Affiliates' directors and officers learn of opportunities.

Risks Relating to our Merger with Retail Ventures, Inc.

Prior to the Merger, RVI had actual liabilities and significant contingent liabilities. As of the effective time of the Merger, Merger Sub, a subsidiary of DSW, assumed RVI's obligations with respect to these actual liabilities and contingent liabilities, if they become actual liabilities, which could adversely affect DSW’s financial condition.

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Merger Sub assumed the obligations of RVI for a guaranteed lease obligation. On November 2, 2011, Syms and Filene’s Basement filed for bankruptcy protection. RVI guaranteed the obligations of Filene’s Basement in connection with a lease for the Union Square location. Merger Sub may be responsible for any obligations of RVI under this guaranty.

The landlord at the Union Square location filed a claim against the Filene's/Syms estate for losses incurred in connection with the lease rejection in bankruptcy. The landlord also filed a lawsuit against Merger Sub seeking payment under the guaranty. On February 27, 2015, the parties jointly entered into a Stipulation and Settlement Agreement that provides for the settlement of the litigation and certain claims arising from the Filene's/Syms bankruptcy. The guaranty remains in effect through lease expiration.

In addition, if our assumptions or estimates regarding the amount of any actual or contingent liabilities were incorrect or become incorrect due to changes in economic conditions, among other reasons, this could cause the amount of any actual liability to exceed the amounts estimated, which could have a material adverse effect on our financial condition.

Risks Relating to our Equity Investment in Town Shoes Limited

We will be exposed to investment risk with the acquisition of an equity interest in Town Shoes.

In May 2014, DSW acquired a 49% equity interest in Town Shoes. DSW is exposed to risk of the success of the Town Shoes business. DSW is also exposed to risk of adverse reactions to the transaction or changes to business relationships; competitive responses; inability to maintain key personnel and changes in general economic conditions in Canada. If Town Shoes fails to perform to our expectations, it could have a material adverse effect on our results of operations or financial condition.

We will be exposed to foreign currency risk with the acquisition of an equity interest in Town Shoes.

We are exposed to foreign currency exchange risk through our equity in Town Shoes' earnings and the shareholder note that we hold. We currently do not utilize hedging instruments to mitigate foreign currency exchange risks.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

We own our corporate office headquarters and distribution center. As of January 31, 2015, all 431 DSW stores and our fulfillment center are leased or subleased, and we leased or subleased 19 DSW stores and our dsw.com fulfillment center from Schottenstein Affiliates. The remaining DSW stores are leased from unrelated entities. Most of the DSW store leases provide for a minimum annual rent plus a percentage of gross sales over specified breakpoints and are for a fixed term with options for two to five extension periods, each of which is for a period of four or five years, exercisable at our option. The lease for our fulfillment center expires in September 2017 and has two renewal options with terms of five years each. Our primary distribution facility, our corporate office headquarters and our dsw.com fulfillment center are located in Columbus, Ohio.

ITEM 3. LEGAL PROCEEDINGS.

Guarantee of Union Square lease. Filene's Basement was a party to a lease for space located in Union Square, New York. RVI guaranteed Filene’s Basement’s obligations for the Union Square location when RVI owned Filene’s Basement. The Union Square lease was rejected in connection with the Filene's/Syms bankruptcy filing in November 2011. The landlord filed a claim against the Filene's/Syms estate for losses incurred in connection with the lease rejection. The landlord also filed a lawsuit against Merger Sub seeking payment under the guaranty. On February 27, 2015, the parties jointly entered into a Stipulation and Settlement Agreement that provides for the settlement and release of the guaranty litigation and certain claims arising from the Filene's/Syms bankruptcy.

Visa/Mastercard Settlement. In Q4 2014, we received a $2.6 million settlement from Visa/Mastercard related to litigation regarding swipe fees. We recorded the proceeds in other operating income.

Other legal proceedings. Other than the proceedings noted above, we are involved in various legal proceedings that are incidental to the conduct of our business. We estimate the range of liability related to pending litigation where the amount of the range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. When a liability is probable and there is a range of estimated loss, we record the most likely estimated liability related to the claim. Although it is

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not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the amount of any potential liability with respect to these proceedings will not be material to our results of operations or financial condition.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our Class A Common Shares are listed for trading under the ticker symbol “DSW” on the NYSE. There is currently no public market for DSW Class B Common Shares, but the Class B common shares can be exchanged for Class A Common Shares at the election of the holder. As of March 20, 2015, there were 173 holders of record of our Class A Common Shares and 28 holders of record of our Class B Common Shares. The number of holders of record is based upon the actual number of holders registered at such date and does not include holders of shares in “street names” or persons, partnerships, associates, corporations, or other entities identified in security position listings maintained by depositories. The following table provides the quarterly market prices of our Class A Common Shares as reported on the NYSE and cash dividends per share for fiscal 2014 and fiscal 2013:

	Market Price				Cash Dividends per Share
	High		Low
Fiscal 2013:
First Quarter	$	34.86	$	30.13	$	—
Second Quarter	39.80		32.27		0.125		(a)
Third Quarter	44.37		38.43		0.125
Fourth Quarter	47.55		36.99		0.125
Fiscal 2014:
First Quarter	$	41.11	$	32.40	$	0.1875	(b)
Second Quarter	35.00		23.45		0.1875
Third Quarter	32.67		26.59		0.1875
Fourth Quarter	38.10		29.32		0.1875

Dividends- The payment of any future dividends is at the discretion of our Board of Directors and is based on our future earnings, cash flow, financial condition, capital requirements, changes in taxation laws, general economic condition and any other relevant factors. It is anticipated that dividends will be declared on a quarterly basis. Our Credit Facility allows the payment of dividends by us or our subsidiaries provided that we meet the minimum cash and short-term investments requirement, as defined in our Credit Facility, of $125 million.

(a) In March 2013, our Board of Directors increased our quarterly dividend from $0.09 per share to $0.125 per share.

(b) In March 2014, our Board of Directors increased our quarterly dividend from $0.125 per share to $0.1875 per share. On

February 17, 2015, DSW's Board of Directors increased the Company's quarterly cash dividend from $0.1875 per

share to $0.20 per share.

Share Repurchase Program- On May 29, 2013, we announced that our Board of Directors authorized the extension of the share repurchase program to repurchase up to $100 million of DSW Common Shares. On November 21, 2014, the Board of Directors authorized the repurchase of up to an additional $50 million of DSW Common Shares under the Company's share repurchase program. The repurchase program will be funded using our available cash, and we have no obligation to repurchase any amount of our common shares under the program. As of January 31, 2015, we have repurchased a total of3.0 million Class A Common Shares at a cost of $86.9 million, with a remainder of $63.1 million that may yet be purchased under the program. The shares withheld and repurchased during the fourth quarter of fiscal 2014 are summarized in the table below (in thousands, except per share amounts):

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	Total number of shares withheld	Average price paid per share	Total number of shares purchased as part of publicly announced programs	Approximate dollar value of shares that may yet be purchased under the programs
November 2, 2014 to November 29, 2014	—	—	—	$	63,062
November 30, 2014 to January 3, 2015	—	—	—	63,062
January 4, 2015 to January 31, 2015	—	—	—	63,062
	—		—	$	63,062

2-for-1 Stock Split- On October 14, 2013, the shareholders of DSW approved a two-for-one stock split of DSW's Common Shares. The stock split became effective on November 4, 2013and provided for the issuance of one Class A Common Share for each Class A and Class B Common Share outstanding. All years presented have been updated to reflect the stock split.

Performance Graph

The following graph compares our cumulative total shareholder return on our Class A Common Shares with the cumulative total return of the S&P MidCap 400 Index and the S&P Retailing Index, both of which are published indexes. This comparison includes the period ended January 30, 2010 through the period ended January 31, 2015.

The comparison of the cumulative total returns for each investment assumes $100 was invested on January 30, 2010 and that all dividends were reinvested.

			Fiscal years ended
Company / Index	1/30/2010		1/29/2011		1/28/2012		2/2/2013		2/1/2014		1/31/2015
DSW Inc.	$	100.00	$	138.13	$	217.62	$	304.51	$	345.78	$	334.16
S&P MidCap 400 Index	$	100.00	$	133.46	$	137.08	$	162.51	$	198.05	$	219.62
S&P 500 Retailing Index	$	100.00	$	127.00	$	143.32	$	182.74	$	229.70	$	275.85

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ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth, for the periods presented, various selected financial information. Such selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements, including the notes thereto, set forth in Item 8 of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in Item 7 of this Annual Report on Form 10-K.

	Fiscal
	2014			2013			2012			2011(1)			2010(1)
	(dollars in thousands, except per share and net sales per average gross square foot)
Statement of Operations Data(2):
Net sales(3)	$	2,496,092		$	2,368,668		$	2,257,778		$	2,024,329		$	1,822,376
Gross profit(4)	$	755,021		$	739,287		$	724,720		$	653,947		$	565,681
Operating expenses	$	(512,889	)	$	(497,899	)	$	(481,797	)	$	(448,583	)	$	(396,107	)
Depreciation	$	68,153		$	64,100		$	57,801		$	51,237		$	48,262
Operating profit	$	242,132		$	241,388		$	236,802		$	151,450		$	120,560
Income from continuing operations before income taxes and income from Town Shoes	$	244,927		$	244,007		$	240,613		$	142,269		$	111,793
Income tax (provision) benefit	$	(95,713	)	$	(92,705	)	$	(95,427	)	$	58,069		$	(59,973	)
Income from continuing operations, net of tax	$	153,027		$	151,302		$	145,186		$	200,338		$	51,820
Total income (loss) from discontinued operations, net of tax	$	272		—			$	1,253		$	(4,855	)	$	6,628
Less: Income attributable to noncontrolling interests	—			—			—			$	(20,695	)	$	(40,654	)
Net income, net of noncontrolling interests	$	153,299		$	151,302		$	146,439		$	174,788		$	17,794
Earnings per Share Data:
Diluted earnings per share from continuing operations, net of noncontrolling interests	$	1.69		$	1.65		$	1.60		$	2.34		$	0.26
Diluted earnings (loss) per share from discontinued operations	$	0.00		$	—		$	0.01		$	(0.07	)	$	0.15
Diluted earnings per share, net of noncontrolling interests	$	1.69		$	1.65		$	1.62		$	2.27		$	0.41
Weighted average number of diluted shares outstanding	90,612			91,901			90,606			74,276			43,152
Balance Sheet Data:
Cash and investments (5)	$	447,128		$	579,307		$	409,890		$	429,558		$	390,670
Inventory	$	450,836		$	397,768		$	393,794		$	334,390		$	309,013
Total assets	$	1,438,243		$	1,421,244		$	1,262,103		$	1,207,900		$	1,041,477
Working capital(6)	$	484,680		$	528,362		$	546,479		$	560,458		$	320,629
Current ratio(7)	2.7			2.9			3.0			2.8			1.8
Total shareholders’ equity	$	1,011,120		$	998,544		$	858,579		$	786,587		$	488,869
Long-term obligations(8)	—			—			—			—			$	132,132
Other Data:
Cash dividends per share(9)	$	0.75		$	0.375		$	1.435		$	1.15		—
Capital expenditures(10)	$	93,314		$	83,800		$	99,752		$	76,912		$	52,298

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	Fiscal
	2014			2013			2012			2011(1)			2010(1)
Number of DSW stores:
Beginning of period	394			364			326			311			305
New stores	37			30			39			17			9
Closed/re-categorized stores	—			—			(1		)	(2		)	(3		)
End of period	431			394			364			326			311
DSW total square footage (in thousands)(11)	9,277			8,687			8,120			7,289			6,972
Average gross square footage (in thousands)(12)	9,009			8,415			7,690			7,158			6,928
DSW segment net sales per average gross square foot(13)	$	261		$	265		$	276		$	262		$	243
Number of affiliated business departments at end of period	371			356			344			336			352
Total comparable sales change(14)	1.8		%	0.2		%	5.5		%	8.3		%	13.2		%

____________

(1) Pre-merger financial information presented in the DSW Inc. consolidated financial statements represents consolidated RVI financial information. The pre-merger financial information was retrospectively recast in fiscal 2011. The Company recast all RVI historical share and per share information, including earnings per share, to reflect the exchange ratio of 0.435 for periods prior to the Merger.

(2) All fiscal years are based on a 52-week year, except for fiscal 2012, which is based on a 53-week year.

(3) Includes net sales for DSW and the Affiliated Business Group.

(4) Gross profit is defined as net sales less cost of sales. Cost of sales includes the cost of merchandise, which includes markdowns and shrinkage. Also included in the cost of sales are expenses associated with distribution and fulfillment (including depreciation) and store occupancy (excluding depreciation and including store impairments).

(5) Includes cash and equivalents, short-term and long-term investments.

(6) Working capital represents current assets less current liabilities.

(7) Current ratio represents current assets divided by current liabilities.

(8) Long-term obligations represent Premium Income Exchangeable Securities which were settled in DSW Class A Common Shares on September 15, 2011.

(9) The Board of Directors of DSW Inc. declared the first dividend in fiscal 2011.

(10) Fiscal 2012 capital expenditures excluded the $72 million purchase of DSW Inc.'s corporate office headquarters and distribution center as this was considered a permitted acquisition under our credit facility. As a transaction between entities under common control, the net book value of assets transferred was considered an investing cash flow while the difference between the cash paid and the net book value of assets transferred was considered a financing cash flow.

(11) DSW total square footage represents the total amount of square footage for DSW stores only; it does not reflect square footage of affiliated business departments.

(12) 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.

(13) Net sales per average gross square foot is the result of dividing net sales for the DSW segment only for the period presented by average gross square footage calculated as described in note 12 above. Net sales for fiscal 2012 are based on a 53-week year. In fiscal 2013, we changed the measure to DSW segment net sales to better reflect the omni-channel nature

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of our business with the addition of ship from store, shoephoria and drop ship capabilities. See "Sales and Revenue Recognition" in Note 4 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for a discussion of categories of omni-channel sales.

(14) A store or affiliated shoe department is considered comparable when in operation for at least 14 months at the beginning of the fiscal year. In fiscal 2010, dsw.com was included in comparable sales as the sales channel had been open at least 14 months at the beginning of fiscal 2010. Stores or affiliated business 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 quarter they are closed.

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

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve various risks and uncertainties. See “Cautionary Statement” on page 1 for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with our historical consolidated financial statements and the notes thereto appearing elsewhere in this Annual Report on Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under “Risk Factors” in Item 1A. of this Annual Report on Form 10-K and included elsewhere in this Annual Report on Form 10-K.

Executive Summary

Over the past few years, we have taken important steps in positioning ourselves as an omni-channel retailer through the launch of our shoephoria, ship from store and drop ship capabilities. Our shoephoria system provides us the ability to fulfill out-of-stock demand from our stores out of product in our fulfillment center. Our ship from store system allows us to fulfill both online and store orders from all of our DSW store locations. Our drop ship capability allows us to sell product online that is fulfilled out of our suppliers' warehouse. We plan to increase the number of vendors fulfilling drop ship orders in fiscal 2015. We believe customers demand that retailers conform their business to the way that customers want to shop. We aligned our business operations in an omni-channel structure with improved inventory visibility across the DSW segment. We continue to add technologies to provide a relevant shopping experience to our customers and continue to improve our operational execution with new systems. In fiscal 2014, we implemented our new assortment planning system, which allows us to allocate our products more precisely by location based on customer preferences, and expect to derive merchandise margin benefits from this system beginning in fiscal 2016.

In 2014, we took steps to align our business operations to better respond to customer needs. These changes required increased clearance volume and markdown activity that enabled DSW to achieve better inventory alignment at the beginning of the fall season. We have also made it easier for customers to interact with DSW with a number of digital enhancements in 2014. We made free shipping easier online, added Paypal as a secure payment option and introduced a mobile app. We also made it easier to earn Rewards certificates through a new co-branded credit card that allows DSW Rewards members to earn points for purchases made at DSW, as well as outside of DSW. We selectively sharpened price points and increased opportunistic buys to deliver our value proposition to our customer and are managing our assortment to reflect the shifts in customer lifestyles. We increased our investment in marketing to deliver comprehensive messages regarding DSW's assortment and value.

In addition to our customer initiatives, we implemented several strategic initiatives outside of our core business. ABG began to operate Yellow Box retail stores in premier shopping destinations. We made an equity investment in Town Shoes, the leading branded footwear retailer in Canada, which provides a foundation to expand our operations to Canada with an established team that possesses the local expertise.

Financial Summary

During fiscal 2014, we generated a 1.8% increase in comparable sales and a 5.4% increase in total sales. This increase compares to a comparable sales increase of 0.2% for fiscal 2013. The increase in comparable sales was a result of increases in customer traffic.

In fiscal 2014, DSW Inc.'s merchandise margin rate, defined as gross profit excluding occupancy and distribution and fulfillment expenses, a non-GAAP measure, decreased as a percentage of net sales over fiscal 2013 primarily as a result of spring markdown activity, higher shipping costs and lower initial markups.

Reported net income was $153.3 million, or $1.69 per diluted share, an increase of 2.4% over last year's reported earnings per share of $1.65 per diluted share. Last year's reported earnings per share includes $0.23 per share in charges related to RVI and the Company's luxury test.

We have continued making investments in our business that are critical to long-term growth. In fiscal 2014, we invested $93.3 million in capital expenditures compared to $83.8 million during fiscal 2013. Our capital expenditures during fiscal 2014 were primarily related to opening 37 new stores, store remodels and business infrastructure. We plan to open approximately 35 stores

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in fiscal 2015, and believe we have the potential to operate 500 to 550 stores in the United States, which excludes small format stores.

As of January 31, 2015, we operated 431 DSW stores, dsw.com and shoe departments in 269 Stein Mart stores and Steinmart.com, 97 Gordmans stores, one Frugal Fannie’s store and four Yellow Box stores. DSW Inc. has two reportable segments: the DSW segment, which includes the DSW stores and dsw.com, and the Affiliated Business Group segment.

Results of Operations

The following table represents selected components of our consolidated results of operations, expressed as percentages of net sales:

	Fiscal
	2014		2013		2012
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales	(69.8	)	(68.8	)	(67.9	)
Gross profit	30.2		31.2		32.1
Operating expenses	(20.5	)	(21.0	)	(21.3	)
Change in fair value of derivative instruments	—		—		(0.3	)
Operating profit	9.7		10.2		10.5
Interest income, net	0.1		0.1		0.2
Income from continuing operations before income taxes and income from Town Shoes	9.8		10.3		10.7
Income tax provision	(3.8	)	(3.9	)	(4.2	)
Income from Town Shoes	0.1		—		—
Income from continuing operations, net of tax	6.1		6.4		6.5
Total income from discontinued operations, net of tax	0.0		—		0.1
Net income	6.1	%	6.4	%	6.6	%

Fiscal Year Ended January 31, 2015 (Fiscal 2014) Compared to Fiscal Year EndedFebruary 1, 2014 (Fiscal 2013) and Fiscal Year Ended February 1, 2014 (Fiscal 2013) Compared to Fiscal Year Ended February 2, 2013 (Fiscal 2012)

Net Sales- Net sales for fiscal 2014increased by 5.4% from fiscal 2013 and net sales for fiscal 2013 increased by 4.9% from fiscal 2012. The following table summarizes the increase in our net sales:

	Fiscal
	2014			2013		2012
	(in millions)
Net sales for the beginning of the fiscal year	$	2,368.7		$	2,257.8	$	2,024.3
Increase in comparable sales	40.0			4.0		105.9
(Decrease) increase from fiscal 2013 luxury test sales	(18.4		)	18.4		—
Net increase from non-comparable and closed store sales	105.8			88.5		127.6
Net sales for the end of the fiscal year	$	2,496.1		$	2,368.7	$	2,257.8

The following table summarizes our net sales by reportable segment and in total:

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	Fiscal
	2014		2013		2012
	(in millions)
DSW segment	$	2,352.5	$	2,231.0	$	2,125.3
Affiliated Business Group segment	143.6		137.7		132.5
Total DSW Inc.	$	2,496.1	$	2,368.7	$	2,257.8

The following table summarizes our comparable sales change by reportable segment and in total:

	Fiscal
	2014		2013		2012
DSW segment	1.8	%	0.1	%	5.7	%
Affiliated Business Group segment	1.6	%	1.8	%	1.4	%
Total DSW Inc.	1.8	%	0.2	%	5.5	%

Fiscal 2014 vs. Fiscal 2013- Our increase in total net sales for the DSW segment was a result of an increase in comparable sales and non-comparable sales growth. The increase in comparable sales was a result of an increase in customer traffic. DSW segment comparable sales decreased in our largest business, women's footwear, by 1%, increased in men's footwear by 4%, increased in accessories by 10% and in athletic footwear by 5%. Our non-comparable sales growth is attributable to both stores opened in fiscal 2013 as well as 37 new DSW stores in fiscal 2014. The increase in total net sales for our Affiliated Business Group segment was primarily the result of comparable sales growth and the net addition of 15 new shoe departments in fiscal 2014.

Fiscal 2013 vs. Fiscal 2012- Our increase in total net sales for the DSW segment was a result of an increase in comparable sales, luxury test sales and non-comparable sales growth. Our comparable sales calculation is based on sales for the 52 weeks ended February 1, 2014 against the 52 weeks ended February 2, 2013, and excludes luxury test sales. The increase in comparable sales was a result of an increase in conversion partially offset by a decrease in customer traffic. DSW segment comparable sales decreased in our largest business, women's footwear by 3%, increased in both men's and accessories by 10%, and remained flat in athletic. Our non-comparable sales growth is attributable to both stores opened in fiscal 2012 as well as our opening of 30 new DSW stores in fiscal 2013. The increase in total net sales for our Affiliated Business Group segment was primarily the result of comparable sales growth and the net addition of 12 new shoe departments and 9 Loehmann's locations in fiscal 2013.

Gross Profit-Gross profit is defined as net sales less cost of sales. Gross profit decreased as a percentage of net sales to 30.2% in fiscal 2014 from 31.2% in fiscal 2013 and 32.1% in fiscal 2012. By reportable segment and in total, gross profit as a percentage of net sales was:

	Fiscal
	2014		2013		2012
DSW segment	30.9	%	31.9	%	32.8	%
Affiliated Business Group segment	19.8	%	20.6	%	21.0	%
Total DSW Inc.	30.2	%	31.2	%	32.1	%

In fiscal 2013, DSW Inc. gross profit was negatively impacted by $16.5 million related to our luxury test, which was comprised of a sales benefit of $18.4 million offset by cost of sales of $34.9 million, which includes inventory adjustments. For DSW Inc.,

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the reconciliation of gross profit excluding our luxury test was:

	Fiscal
	2014				2013					2012
	(in thousands)		(as a percentage of net sales)		(in thousands)			(as a percentage of net sales)		(in thousands)		(as a percentage of net sales)
DSW Inc. gross profit	$	755,021	30.2	%	$	739,287		31.2	%	$	724,720	32.1	%
Less: impact of the luxury test	—		—	%	(16,481		)	(1.0	)%	—		—	%
DSW Inc. gross profit excluding luxury test	$	755,021	30.2	%	$	755,768		32.2	%	$	724,720	32.1	%

For the DSW segment, the components of adjusted gross margin, excluding our luxury test, are as follows:

	Fiscal
	2014		2013		2012
DSW segment gross profit	30.9	%	31.9	%	32.8	%
Less: impact of the luxury test	—	%	(1.0	)%	—	%
DSW segment gross profit excluding luxury test	30.9	%	32.9	%	32.8	%
Store occupancy expense	10.7	%	10.4	%	10.0	%
Distribution and fulfillment expenses	2.1	%	2.0	%	2.0	%
DSW segment merchandise margin excluding luxury test	43.7	%	45.3	%	44.8	%

Fiscal 2014 vs. Fiscal 2013- DSW segment gross profit decreased 100 basis points driven by lower net shipping expense, lower initial markup and higher markdown activity. Merchandise margin for the DSW segment decreased as a percentage of net sales to 43.7% for fiscal 2014 from 45.3% for fiscal 2013 as a result of an increase in spring markdown activity, higher shipping costs and lower initial markups. Store occupancy expense as a percentage of net sales increased due to asset impairments. Distribution and fulfillment expenses as a percentage of net sales remained relatively flat at 2.1% for fiscal 2014 compared to fiscal 2013. Related to our ABG segment, gross profit decreased 80 basis points for fiscal 2014 primarily as a result of asset impairments.

Fiscal 2013 vs. Fiscal 2012- For the DSW segment, gross profit decreased 90 basis points primarily as a result of inventory adjustments related to our luxury test. Excluding the impact of the luxury test, gross profit as a percentage of net sales increased 10 basis points as a result of an improvement in merchandise margin, partially offset by deleverage of occupancy expenses. Excluding the impact of the luxury test, merchandise margin for the DSW segment increased as a percentage of net sales to 45.3% for fiscal 2013 from 44.8% for fiscal 2012 as a result of a reduction in markdown activity. Distribution and fulfillment expenses as a percentage of net sales remained flat at 2.0% for fiscal 2013 compared to fiscal 2012. Gross profit for our ABG segment decreased 40 basis points for fiscal 2013 as a result of the Loehmann's bankruptcy and subsequent reserve for the liquidation of DSW inventory.

Operating Expenses

Fiscal 2014 vs. Fiscal 2013-Operating expenses as a percentage of net sales were 20.5% and 21.0% for fiscal 2014 and fiscal 2013, respectively. Excluding the impact of the settlement of the pension plan assumed in the merger with RVI of $14.7 million in fiscal 2013, operating expenses as a percentage of net sales were 20.4%. The decrease as a percentage of net sales over the comparable prior year period was due to store expense growth, information technology expenses and marketing expenses partially offset by lower incentive compensation.

Fiscal 2013 vs. Fiscal 2012- Operating expenses as a percentage of net sales were 21.0% and 21.3% for fiscal 2013 and fiscal 2012, respectively. As noted above, operating expenses in fiscal 2013 were 20.4% excluding the impact of the pension plan settlement. In the fourth quarter of fiscal 2012, we increased our estimate of an impairment in a lease assumed in the Merger with RVI by $6.0 million based on our expectation of reduced future sublease income and an expected increase in real estate taxes. This increase was partially offset by our receipt of a court approved award of damages of $5.3 million from our insurance carrier for a denied claim related to the 2005 data theft, partially offset by related expense of $1.3 million. Excluding the impact

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of the award of damages and other RVI operating expenses noted above, operating expenses as a percentage of net sales was 21.2% for fiscal 2012. This 80 basis point decrease as a percentage of net sales over fiscal 2012 was primarily the result of a reduction in pre-opening expenses and a leverage of home office overhead.

Change in Fair Value of Derivatives

During fiscal 2012, we recorded a non-cash charge of $6.1 million related to the change in fair value of warrants, which were exercised and settled in the first half of fiscal 2012.

Interest Income, Net

Fiscal 2014 vs. Fiscal 2013- Net interest income was relatively flat for fiscal 2014 compared to fiscal 2013.

Fiscal 2013 vs. Fiscal 2012- In the third quarter of fiscal 2012, we received interest of $1.9 million related to the award of damages from our insurance carrier. Excluding the impact of the interest related to the award, interest income, net was relatively flat for fiscal 2013 compared to fiscal 2012.

Income from Town Shoes

In fiscal 2014, income from Town Shoes includes interest on the shareholder note, income from Town Shoes' operations, and amortization of purchase price adjustments.

Income Taxes

Fiscal 2014 vs. Fiscal 2013- Our effective tax rate for fiscal 2014 was 38.5% compared to 38.0% for fiscal 2013. The effective tax rate of 38.5% for fiscal 2014 reflects the impact of federal, state and local, and foreign taxes. A provision for U.S. income tax has not been recorded on undistributed profits of non-U.S. subsidiaries that the Company has determined to be indefinitely reinvested outside the U.S. Determination of the amount of unrecognized deferred U.S. income tax liability on these unremitted earnings is not practicable because of the complexities associated with this hypothetical calculation.

Fiscal 2013 vs. Fiscal 2012- The effective tax rate of 38.0% for fiscal 2013 reflects the impact of federal, state and local taxes. The effective tax rate of 39.7% for fiscal 2012 reflects the impact of federal, state and local taxes and the change in fair value of the warrants, which were included for book income but not in tax income.

Income from Discontinued Operations

Fiscal 2014 vs. Fiscal 2013- During fiscal 2014, income from discontinued operations, net of tax, is due to the final distribution from the Filene's Basement debtor's estates, partially offset by an adjustment to the guarantee of a Filene's Basement lease. During fiscal 2013, there was no income from discontinued operations.

Fiscal 2013 vs. Fiscal 2012- During fiscal 2012, income from discontinued operations, net of tax, was due to reduction in our estimate of liability under lease guarantees for Filene's Basement.

Non-GAAP Financial Measures

We utilize merchandise margin, defined as gross profit excluding occupancy and distribution and fulfillment expenses, a non-GAAP financial measure, to explain our gross profit performance. Management believes this non-GAAP measure is an indication of our performance as the measure provides a consistent means of comparing performance between periods and competitors. Management uses this non-GAAP measure to assist in the evaluation of the performance of our segments and to make operating decisions. Within Management’s Discussion and Analysis, we disclose merchandise margin, store occupancy expenses and distribution and fulfillment expenses, as a percentage of net sales. In fiscal 2013, we excluded net sales and gross profit related to its luxury test as these items were not indicative of our future gross profit performance.

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Liquidity and Capital Resources

Overview

Our primary ongoing cash flow requirements are for inventory purchases and capital expenditures made in connection with our growth strategy, improving our information technology systems and infrastructure growth. Our working capital and inventory levels typically build seasonally. We believe that we have sufficient financial resources and access to financial resources at this time. We are committed to a cash management strategy that maintains liquidity to adequately support the operation of the business, pursue our growth strategy and to withstand unanticipated business volatility. We believe that cash generated from our operations, together with our current levels of cash and investments as well as availability under our revolving credit facility, should be sufficient to maintain our ongoing operations, support seasonal working capital requirements, fund capital expenditures related to projected business growth and continue payments of dividends to our shareholders.

Net Working Capital. Net working capital is defined as current assets less current liabilities. As of January 31, 2015 and February 1, 2014, net working capital was $484.7 million and $528.4 million, respectively. As of January 31, 2015 and February 1, 2014, the current ratio was 2.7 and 2.9, respectively. The decrease in net working capital is due to an increase in inventory that was opportunistically purchased for future seasons, or pre-buys, and a decrease in cash and investments due to the purchase of an equity investment in Town Shoes.

Operating Activities

For fiscal 2014, our net cash provided by operations was $197.0 million compared to $301.4 million for fiscal 2013. The decrease in net cash provided by operations was driven primarily by changes in working capital, an increase in inventories due to store growth and opportunistic pre-buys, the usage of our net operating losses in fiscal 2013 and the settlement of the pension plan in fiscal 2013.

Net cash provided by operations in fiscal 2013 increased to $301.4 million from $258.6 million for fiscal 2012. The increase in net cash provided by operations was driven primarily by changes in working capital and our utilization of net operating losses and tax credits to offset our taxable income, and the net operating losses were fully utilized in fiscal 2013.

We operate our stores and fulfillment center from leased facilities. All lease obligations are accounted for as operating leases. We disclose the minimum payments due under operating leases in the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. We own our corporate office headquarters and our distribution center.

Although our plan for continued expansion could place increased demands on our financial, managerial, operational and administrative resources and result in increased demands on management, we do not believe that our anticipated growth plan will have an unfavorable impact on our operations or liquidity. Uncertainty in the United States economy could result in reductions in customer traffic and comparable sales with the resultant increase in inventory levels and markdowns. Reduced sales may result in reduced operating cash flows if we are not able to appropriately manage inventory levels or leverage expenses. These potential negative economic conditions may also affect future profitability and may cause us to reduce the number of future store openings, impair goodwill or impair long-lived assets.

Investing Activities

For fiscal 2014, our net cash used in investing activities was $105.5 million compared to $241.4 million for fiscal 2013. During fiscal 2014, we incurred $93.3 million for capital expenditures, of which $53.4 million related to stores and $39.9 million related to information technology and business infrastructure. During fiscal 2014, we had net sales and maturities of short-term and long-term investments of $69.8 million compared to net purchases of short-term and long-term investments of $148.9 million during fiscal 2013. DSW's net sales and maturities of short-term investments primarily were to fund DSW's equity investment in Town Shoes in May 2014, share repurchases and the payment of dividends.

For fiscal 2013, cash used in investing activities amounted to $241.4 million compared to $119.4 million for fiscal 2012. During fiscal 2013, we incurred $83.8 million in capital expenditures, of which $49.8 million related to stores and $34.0 million related to information technology and business infrastructure. During fiscal 2013, we had net purchases of short-term and long-term investments of $148.9 million compared to net sales and maturities of short-term and long-term investments of $13.9 million during fiscal 2012.

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In addition to our investments in new stores and remodeling stores, we have invested in technology projects to support DSW becoming an omni-channel retailer. To support business growth, we have invested in the reconfiguration of the Columbus distribution center and the expansion of the dsw.com fulfillment center. With the purchase of our corporate office headquarters for $72 million in fiscal 2012, we have the ability to gradually expand our campus as needed. Currently, portions of the properties are leased to unrelated parties for annual rental income. As a transaction between entities under common control, the net book value of assets transferred to DSW was considered an investing cash flow while the difference between the cash paid and the net book value of assets transferred to DSW was considered a financing cash flow.

We expect to spend approximately $115 million for capital expenditures in fiscal 2015, with half going into new stores and store remodels and the remainder going into technology investments, including digital investments, and other business projects. Our future investments will depend primarily on the number of stores we open and remodel, infrastructure and information technology programs that we undertake and the timing of these expenditures. We plan to open approximately 35 stores in fiscal 2015. In fiscal 2014, we opened 37 new DSW stores, including five small format stores. The small format stores are smaller than the typical DSW store and, if successful, they could pave the way for more small format stores. During fiscal 2014, the average investment required to open a new DSW store was approximately $1.5 million, prior to construction and tenant allowances. Of this amount, gross inventory typically accounted for $0.5 million, fixtures and leasehold improvements typically accounted for $0.8 million and new store advertising and other new store expenses typically accounted for $0.2 million.

Financing Activities

For fiscal 2014, net cash used in financing activities of $144.8 million was primarily related to the payment of dividends and the repurchase of DSW Class A Common Shares under the Company's share repurchase program. For fiscal 2013, net cash used in financing activities of $26.4 million was primarily related to the payment of dividends partially offset by proceeds from the exercise of stock options. For fiscal 2012, net cash used in financing activities of $137.1 million was primarily related to the payment of dividends and purchase of our corporate office headquarters and distribution center, partially offset by proceeds from warrant and stock option exercises.

On November 21, 2014, the Board of Directors authorized the repurchase of up to an additional $50 million of DSW Common Shares under the Company's share repurchase program, which was previously authorized for $100 million. The repurchase program will be funded using our available cash, and we have no obligation to repurchase any amount of our common shares under the program. As of January 31, 2015, we have repurchased a total of 3.0 million Class A Common Shares at a cost of $86.9 million under this program, with $63.1 million remaining available.

Our Credit Facility, Letter of Credit Agreement and other liquidity considerations are described more fully below:

$50 Million Secured Credit Facility. On August 2, 2013, we entered into a secured revolving credit agreement (the "Credit Facility"). The Credit Facility, together with the Letter of Credit Agreement (defined below), amended and restated our prior credit facility, dated June 30, 2010. The Credit Facility reduced the amount of revolving credit commitments from $100 million to $50 million, allowed us to transfer our outstanding letters of credit and has a term of five years that will expire on July 31, 2018. The Credit Facility may be increased by up to $100 million upon our request and the increase would be subject to lender availability, our financial condition and compliance with covenants. The Credit Facility is secured by a lien on substantially all of our personal property assets and our subsidiaries with certain exclusions and may be used to provide funds for general corporate purposes, to provide for our ongoing working capital requirements, and to make permitted acquisitions. Revolving credit loans bear interest under the Credit Facility at our option under: (A) a base rate option at a rate per annum equal to the highest of (i) the Federal Funds Open Rate (as defined in the Credit Facility), plus 0.5%, (ii) the Lender's prime rate, and (iii) the Daily LIBOR Rate (as defined in the Credit Facility) plus 1.0%, plus in each instance an applicable margin based upon our revolving credit availability; or (B) a LIBOR option at a rate equal to the LIBOR Rate (as defined in the Credit Agreement), plus an applicable margin, which is between 1.00 and 1.25, based upon our revolving credit availability. In addition, the Credit Facility contains restrictive covenants relating to our management and the operation of our business. These covenants, among other things, limit or restrict our ability to grant liens on our assets, limit our ability to incur additional indebtedness, limit our ability to enter into transactions with affiliates and limit our ability to merge or consolidate with another entity. The Credit Facility also requires that we meet the minimum cash and short-term investments requirement of $125 million, as defined in the Credit Facility. An additional covenant limits payments for capital expenditures to $200 million in any fiscal year. We paid $98.1 million for capital expenditures in fiscal 2014. As of January 31, 2015, we had availability under the Credit Facility of $50.0 million.

$50 Million Letter of Credit Agreement. Also on August 2, 2013, we entered into a letter of credit agreement (the “Letter of Credit Agreement”). The Letter of Credit Agreement provides for the issuance of letters of credit up to $50 million, with a term

26

of five years that will expire on August 2, 2018. The facility for the issuance of letters of credit is secured by a cash collateral account containing cash in an amount equal to 103% of the face amount of any letter of credit extension (105% for extensions denominated in foreign currency) and is used for general corporate purposes. The Letter of Credit Agreement requires compliance with conditions precedent that must be satisfied prior to issuing any letter of credit or extension. In addition, the Letter of Credit Agreement contains restrictive covenants relating to our management and the operation of our business. These covenants, among other things, limit or restrict our ability to grant liens on our assets, limit our ability to incur additional indebtedness, limit our ability to enter into transactions with affiliates and limit our ability to merge or consolidate with another entity. An event of default may cause the applicable interest rate and fees to increase by 2.0% per annum. As of January 31, 2015, we had $9.3 million in outstanding letters of credit and $11.5 million in restricted cash on deposit as collateral under the Letter of Credit Agreement.

Discontinued Operations

For fiscal 2014, cash flows from discontinued operations related to the final distribution from the Filene's Basement debtor's estates. For fiscal 2013, cash flows used in discontinued operations related to our payment of the Bergen, New Jersey lease guarantee settlement.

Other Liquidity Considerations

Filene’s Basement Disposition.Following the Merger with Retail Ventures in fiscal 2011, a subsidiary of DSW, Merger Sub, assumed RVI’s obligations under lease guarantees for three Filene’s Basement retail store locations for leases assumed by Syms in its purchase of Filene’s Basement in fiscal 2009 (see Item 3. Legal Proceedings).

Contractual Obligations

We have the following minimum commitments under contractual obligations. A “purchase obligation”, as defined by the SEC, is an agreement to purchase goods or services that is enforceable and legally binding on us and that specifies all significant terms, including: fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions; and the approximate timing of the transaction. Other long-term liabilities are defined as long-term liabilities that are reflected on our balance sheet in accordance with generally accepted accounting principles, or GAAP. Based on this definition, the table below includes only those contracts which include fixed or minimum obligations. It does not include normal purchases, which are made in the ordinary course of business.

The following table provides aggregated information about contractual obligations and other non-current liabilities as of January 31, 2015:

	Payments due by Period
	Total		Less Than 1 Year		1 - 3 Years		3 -5 Years		More Than 5 Years
Contractual obligations:	(in thousands)
Operating lease obligations (1)	$	1,128,983	$	183,635	$	323,624	$	243,025	$	378,699
Construction commitments (2)	6,874		6,874		—		—		—
Purchase obligations (3)	2,634		1,642		708		284		—
Total	$	1,138,491	$	192,151	$	324,332	$	243,309	$	378,699

(1) Many of our operating leases require us to pay contingent rent based on sales, common area maintenance costs and real estate taxes. Contingent rent, costs and taxes vary year by year and are based almost entirely on actual amounts incurred. As such, they are not included in the lease obligations presented above. Other non-current liabilities of $143.3 million are primarily comprised of deferred rent liabilities and construction and tenant allowances. Deferred rent, which is included in non-current liabilities, is excluded from this table as our payment obligations are included in the operating lease obligations. Construction and tenant allowances, which are included in non-current liabilities, are not contractual obligations as the balance represents cash allowances from landlords, which are deferred and amortized on a straight-line basis over the noncancelable terms of the lease. In addition, as of January 31, 2015, we have signed 34 lease agreements for new store locations opening in fiscal 2015 and 2016, with total annual rent of approximately $9.6 million. In connection with the new lease agreements, we expect to receive a total of approximately $13.6 million of construction and tenant allowance reimbursements for expenditures at these locations.

27

(2) As of January 31, 2015, we have entered into various construction commitments, including capital items to be purchased for projects that were under construction, or for which a lease has been signed. Our obligations under these commitments aggregated to approximately $6.9 million as of January 31, 2015.

(3) We are able to cancel many of our purchase obligations without payment or penalty, and therefore we have excluded such obligations.

We had no outstanding letters of credit as of January 31, 2015 that were not collateralized by cash deposits.

Recent Accounting Pronouncements

Recent Accounting Pronouncements and their impact on DSW are disclosed in Note 4 to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

As discussed in Note 4 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, the preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. We base these estimates and judgments on our historical experience and other factors we believe to be relevant, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The process of determining significant estimates is fact-specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial and appraisal techniques. We constantly re-evaluate these significant factors and make adjustments where facts and circumstances dictate.

While we believe that our historical experience and other factors considered provide a meaningful basis for the accounting policies applied in the preparation of the consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. As the determination of these estimates requires the exercise of judgment, actual results inevitably will differ from those estimates, and such differences may be material to our consolidated financial statements. We believe the following represent the most significant accounting policies, critical estimates and assumptions, among others, used in the preparation of our consolidated financial statements:

Policy	Judgments and Estimates	Effect if Actual Results Differ from Assumptions
Revenue Recognition. Revenues from merchandise sales are recognized upon customer receipt of merchandise, are net of returns through period end, exclude sales tax and are not recognized until collectibility is reasonably assured.	For online and ship from store sales, we estimate a time lag for shipments to record revenue when the customer receives the goods.	For ship from store, we believe a one day change in our estimate would not materially impact our revenue.
	As our merchandise sales are recognized net of returns, we use judgments and estimates for the amount of future returns we expect to receive through our sales return allowance.	If our sales return rate were to increase or decrease by 1%, it would result in an increase or a decrease of approximately $0.4 million to the reserve at year end.

28

Policy	Judgments and Estimates	Effect if Actual Results Differ from Assumptions
Cost of Sales and Merchandise Inventories. Merchandise inventories are stated at lower of cost or market, determined using the retail inventory method. The retail inventory method is used in the retail industry due to its practicality. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost to retail ratio to the retail value of inventories. The cost of the inventory reflected on the 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, which are reductions in prices due to customers’ perception of value. Hence, earnings are negatively impacted as the merchandise is marked down prior to sale. Markdowns establish a new cost basis for inventory. Changes in facts or circumstances do not result in the reversal of previously recorded markdowns or an increase in the newly established cost basis.	Markdowns require management to make assumptions regarding customer preferences, fashion trends and consumer demand. Inherent in the calculation of inventories are certain significant management judgments and estimates, including setting the original merchandise retail value, 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. DSW records a reduction to inventories and a charge to cost of sales for shrinkage. Shrinkage is calculated as a percentage of sales from the last physical inventory date. Estimates are based on both historical experience as well as recent physical inventory results.	Physical store inventory counts are taken on an annual basis and have supported our shrinkage estimates. If our estimate of shrinkage, on a cost basis, were to increase or decrease 0.5% as a percentage of DSW Inc. net sales, it would result in a decrease or increase of approximately $5.1 million to operating profit.
Investments. Our investments are valued using a market-based approach using level 1 and 2 inputs. We evaluate our investments for impairment and whether impairment is other-than-temporary. Based on the nature of the impairment(s), we would record temporary impairments as unrealized losses in other comprehensive loss or other-than-temporary impairments in earnings. The investment is written down to its current market value at the time the impairment is deemed to have occurred.	In determining whether impairment has occurred, we review information about the underlying investment that is publicly available and assess our ability to hold the securities for the foreseeable future.	We believe that our fair value estimates are reasonable.
Asset Impairment and Long-lived Assets. We periodically evaluate the carrying amount of our long-lived assets, primarily property and equipment, and finite lived 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 or asset group is considered impaired when the carrying value of the asset or asset group 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 or asset group over its fair value, based on projected discounted cash flows using a discount rate determined by management. Any impairment loss realized is generally included in cost of sales.	We believe that the long-lived assets' carrying amounts and useful lives are appropriate. To the extent these future projections or our strategies change, the conclusion regarding impairment may differ from our current estimates.
Customer Loyalty Program. We maintain a customer loyalty program for DSW in which program members earn reward certificates that result in discounts on future purchases. Upon reaching the target-earned threshold, the members receive reward certificates for these discounts which expire three months after being issued. We accrue the anticipated redemptions of the discount earned at the time of the initial purchase.	To estimate these costs, we make assumptions related to customer purchase levels and redemption rates based on historical experience.	If our redemption rate were to increase or decrease by 5%, it would result in an increase or a decrease of approximately $2.0 million to the reserve at year end.

29

Policy	Judgments and Estimates	Effect if Actual Results Differ from Assumptions
Income Taxes. We 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. Deferred tax assets and liabilities, as a result of these timing 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.	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. If our management had made these determinations on a different basis, our tax expense, assets and liabilities could be different.	Although we believe that our estimates are reasonable, actual results could differ from these estimates resulting in an outcome that may be materially different from that which is reflected in our consolidated financial statements.
Stock-based Compensation. We recognize compensation expense for stock option awards and time-based restricted stock awards on a straight-line basis over the requisite service period of the award for the awards that actually vest.	We use the Black-Scholes pricing model to value stock-based compensation expense, which requires us to estimate the expected term of the stock options and expected future stock price volatility over the expected term.	If our expected term estimate were to increase or decrease by one year, it would result in a decrease or an increase of $0.2 million to operating profit.
Exit and Disposal Obligations. We record a reserve when a store or office facility is abandoned due to closure or relocation. On a quarterly basis, we reassess the reserve based on current market conditions.	Using our credit-adjusted risk-free rate to present value the liability, we estimate future lease obligations based on remaining lease payments, estimated or actual sublease payments and any other relevant factors.	A 2% change to our expected sublease rentals would result in a $0.5 million change to our estimate.

Future Cash

The Company is not dependent on dividends from its foreign subsidiaries to fund its U.S. operations or make distributions to DSW stockholders. Unremitted earnings from foreign subsidiaries, which are considered to be invested indefinitely, would become subject to income tax if they were remitted as dividends or were lent to DSW or a U.S. affiliate.

Off-Balance Sheet Arrangements

As of January 31, 2015, we have not entered into any “off-balance sheet” arrangements, as that term is described by the U.S. Securities and Exchange Commission.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Cash and Equivalents and Investments- Our cash and equivalents have maturities of 90 days or fewer. At times, cash and equivalents may be in excess of FDIC insurance limits. We also have investments in various short-term and long-term investments. Our available-for-sale investments generally renew every 7 days, but have longer maturities, and we also have held-to-maturity investments that have terms greater than 365 days. These financial instruments may be subject to interest rate risk through lost income should interest rates increase during their term to maturity and thus may limit our ability to invest in higher income investments.

$50 Million Credit Facility and $50 Million Letter of Credit Agreement- As of January 31, 2015, there was no long-term debt outstanding. Future borrowings, if any, would bear interest at rates in accordance with our credit facility and credit agreement and would be subject to interest rate risk. Because we have no outstanding debt, we do not believe that a hypothetical adverse change of 1% in interest rates would have a material effect on our financial position.

Foreign Currency Exchange Risk- As a result of our equity investment in Town Shoes in fiscal 2014, we are exposed to foreign currency rate risk. We currently do not utilize hedging instruments to mitigate foreign currency exchange risks.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our consolidated financial statements and the Report of Independent Registered Public Accounting Firm thereon are filed pursuant to this Item 8 and are included in this report beginning on page F-1.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL    DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this Annual Report, that such disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

Management assessed the effectiveness of our internal control system as of January 31, 2015. In making its assessment, we used the recently issued criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on this assessment, management concluded that it maintained effective internal control over financial reporting, as of January 31, 2015.

Deloitte & Touche LLP, our independent registered public accounting firm, has issued an attestation report covering our internal control over financial reporting, as stated in its report which begins on page F-1 of this Annual Report.

Changes in Internal Control over Financial Reporting

No change was made in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

In accordance with General Instruction G(3), the information contained under the captions “EXECUTIVE OFFICERS”, “ELECTION OF DIRECTORS” and “OTHER DIRECTOR INFORMATION,COMMITTEES OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION” in our definitive Proxy Statement for the 2015 Annual Meeting of Shareholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act (the “Proxy Statement”), is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

In accordance with General Instruction G(3), the information contained under the captions “COMPENSATION OF MANAGEMENT,” “OTHER DIRECTOR INFORMATION, COMMITTEES OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION”,“REPORT OF THE COMPENSATION COMMITTEE” and “COMPENSATION DISCUSSION AND ANALYSIS" in the Proxy Statement is incorporated herein by reference. Notwithstanding the foregoing, the information contained in the Proxy Statement under the caption “REPORT OF THE COMPENSATION COMMITTEE” shall be deemed furnished, and not filed, in this Report on Form 10-K and shall not be deemed incorporated by reference into any filing we make under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS.

In accordance with General Instruction G(3), the information contained under the captions “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT” in the Proxy Statement is incorporated herein by reference.

EQUITY COMPENSATION PLAN TABLE

The following table sets forth additional information as of January 31, 2015, about our Class A Common Shares that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements, divided between plans approved by our shareholders and plans or arrangements not submitted to our shareholders for approval. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options, warrants and other rights and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options, warrants and other rights.

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) (2)	(b) Weighted-average exercise price of outstanding options, warrants and rights(2)		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)	4,009,753	$	20.91	14,746,219
Equity compensation plans not approved by security holders	N/A	N/A		N/A
Total	4,009,753	$	20.91	14,746,219

(1) DSW Inc. 2005 Equity Incentive Plan and DSW Inc. 2014 Equity Incentive Plan

(2) Includes 3,156,229 shares issuable pursuant to the exercise of outstanding stock options, 320,221 shares issuable pursuant to restricted stock units, 173,396 shares issuable pursuant to performance-based restricted stock units and 359,907 shares issuable pursuant to director stock units. Since the restricted stock units, performance-based 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).

32

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

In accordance with General Instruction G(3), the information contained under the caption “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “OTHER DIRECTOR INFORMATION,COMMITTEES OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION” in the Proxy Statement is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

In accordance with General Instruction G(3), the information contained under the caption “AUDIT AND OTHER SERVICE FEES” in the Proxy Statement is incorporated herein by reference.

33

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

15(a)(1) Financial Statements

The documents listed below are filed as part of this Form 10-K:

	Page in Form 10-K
Report of Independent Registered Public Accounting Firm	F- 1
Consolidated Statements of Operations for the years ended January 31, 2015, February 1, 2014 and February 2, 2013	F- 2
Consolidated Statements of Comprehensive Income for the years ended January 31, 2015, February 1, 2014 and February 2, 2013	F- 3
Consolidated Balance Sheets as of January 31, 2015 and February 1, 2014	F- 4
Consolidated Statements of Shareholders’ Equity for the years ended January 31, 2015, February 1, 2014 and February 2, 2013	F- 5
Consolidated Statements of Cash Flows for the years ended January 31, 2015, February 1, 2014 and February 2, 2013	F- 7
Notes to Consolidated Financial Statements	F- 8

15(a)(2) Consolidated Financial Statement Schedules:

Schedules not filed are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or the notes thereto.

15(a)(3) and (b) Exhibits:

See Index to Exhibits which begins on page E-1.

15(c) Additional Financial Statement Schedules:

None.

34

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DSW INC.
March 26, 2015	By:	/s/ Mary Meixelsperger
		Mary Meixelsperger, Senior Vice President and Chief Financial Officer (principal financial and accounting officer and duly authorized officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael R. MacDonald	President and Chief Executive Officer and Director	March 26, 2015
Michael R. MacDonald	(Principal Executive Officer)
/s/ Mary Meixelsperger	Senior Vice President and Chief Financial Officer	March 26, 2015
Mary Meixelsperger	(Principal Financial and Accounting Officer)
*	Executive Chairman of the Board and Director	March 26, 2015
Jay L. Schottenstein
*	Director	March 26, 2015
Henry Aaron
*	Director	March 26, 2015
Elaine J. Eisenman
*	Director	March 26, 2015
Carolee Friedlander
*	Director	March 26, 2015
Joanna T. Lau
*	Director	March 26, 2015
Philip B. Miller
*	Director	March 26, 2015
James O'Donnell
*	Director	March 26, 2015
Joseph A. Schottenstein
*	Director	March 26, 2015
Harvey L. Sonnenberg
*	Director	March 26, 2015
Allan J. Tanenbaum

*By:	/s/ Mary Meixelsperger
	Mary Meixelsperger (Attorney-in-fact)

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of DSW Inc.

Columbus, Ohio

We have audited the accompanying consolidated balance sheets of DSW Inc. and subsidiaries (the “Company”) as of January 31, 2015 and February 1, 2014, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years ended January 31, 2015, February 1, 2014, and February 2, 2013. We also have audited the Company’s internal control over financial reporting as of January 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DSW Inc. and its subsidiaries as of January 31, 2015 and February 1, 2014, and the results of their operations and their cash flows for the years ended January 31, 2015, February 1, 2014, and February 2, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ DELOITTE & TOUCHE LLP

Columbus, Ohio

March 26, 2015

F- 1

DSW INC.

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE

YEARS ENDED JANUARY 31, 2015, FEBRUARY 1, 2014 AND FEBRUARY 2, 2013

(in thousands, except per share amounts)

	January 31, 2015			February 1, 2014			February 2, 2013
Net sales	$	2,496,092		$	2,368,668		$	2,257,778
Cost of sales	(1,741,071		)	(1,629,381		)	(1,533,058		)
Operating expenses	(512,889		)	(497,899		)	(481,797		)
Change in fair value of derivative instruments	—			—			(6,121		)
Operating profit	242,132			241,388			236,802
Interest expense	(490		)	(598		)	(894		)
Interest income	3,285			3,217			4,705
Interest income, net	2,795			2,619			3,811
Income from continuing operations before income taxes and income from Town Shoes	244,927			244,007			240,613
Income tax provision	(95,713		)	(92,705		)	(95,427		)
Income from Town Shoes	3,813			—			—
Income from continuing operations, net of tax	153,027			151,302			145,186
Total income from discontinued operations, net of tax	272			—			1,253
Net income	$	153,299		$	151,302		$	146,439
Basic and diluted earnings per share:
Basic earnings per share from continuing operations	$	1.71		$	1.67		$	1.63
Diluted earnings per share from continuing operations	$	1.69		$	1.65		$	1.60
Basic earnings per share from discontinued operations	$	0.00		—			$	0.01
Diluted earnings per share from discontinued operations	$	0.00		—			$	0.01
Basic earnings per share	$	1.71		$	1.67		$	1.65
Diluted earnings per share	$	1.69		$	1.65		$	1.62
Shares used in per share calculations:
Basic shares	89,499			90,472			88,846
Diluted shares	90,612			91,901			90,606

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F- 2

DSW INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE

YEARS ENDED JANUARY 31, 2015, FEBRUARY 1, 2014 AND FEBRUARY 2, 2013

(in thousands)

	January 31, 2015			February 1, 2014		February 2, 2013
Net income	$	153,299		$	151,302	$	146,439
Other comprehensive income (loss), net of income taxes:
Foreign currency translation	(6,454		)	—		—
Change in minimum pension liability, net of income taxes of $0, $5,289 and $839, respectively	—			8,758		(413		)
Unrealized gains on securities	—			—		141
Total other comprehensive (loss) income, net of income taxes	(6,454		)	8,758		(272		)
Total comprehensive income	$	146,845		$	160,060	$	146,167

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F- 3

DSW INC.

CONSOLIDATED BALANCE SHEETS

AS OF JANUARY 31, 2015 AND FEBRUARY 1, 2014

(in thousands)

	January 31, 2015			February 1, 2014
ASSETS
Cash and equivalents	$	59,171		$	112,021
Short-term investments	171,201			224,098
Accounts receivable, net	24,400			26,593
Accounts receivable from related parties	7			53
Inventories	450,836			397,768
Prepaid expenses and other current assets	43,108			34,072
Prepaid rent to related parties	—			29
Deferred income taxes	19,747			18,130
Total current assets	768,470			812,764
Property and equipment, net	337,903			318,620
Long-term investments	216,756			243,188
Goodwill	25,899			25,899
Deferred income taxes	11,332			11,587
Prepaid rent to related parties	794			514
Investment in Town Shoes	25,887			—
Note receivable from Town Shoes	43,304			—
Other assets	7,898			8,672
Total assets	$	1,438,243		$	1,421,244
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	169,518		$	167,949
Accounts payable to related parties	1,092			756
Accrued expenses	113,180			115,697
Total current liabilities	283,790			284,402
Non-current liabilities	143,333			138,298
Commitments and contingencies	—			—
Shareholders’ equity:
Common shares paid in capital, no par value; 250,000 Class A Common Shares authorized, 83,702 and 83,071 issued, respectively; 80,666 and 83,033 outstanding, respectively; 100,000 Class B Common Shares authorized, 7,733 and 7,733 issued and outstanding, respectively	908,679			890,698
Preferred shares, no par value; 100,000 authorized; no shares issued or outstanding	—			—
Treasury shares, at cost, 3,036 and 38 outstanding, respectively	(86,938		)	(1,600		)
Retained earnings	220,826			134,439
Basis difference related to acquisition of commonly controlled entity	(24,993		)	(24,993		)
Accumulated other comprehensive loss	(6,454		)	—
Total shareholders’ equity	1,011,120			998,544
Total liabilities and shareholders’ equity	$	1,438,243		$	1,421,244

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F- 4

DSW INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE

YEARS ENDED JANUARY 31, 2015, FEBRUARY 1, 2014 AND FEBRUARY 2, 2013

(in thousands)

	Number of Shares							Treasury shares		Retained earnings/ (accumulated deficit)			Basis difference related to acquisition of commonly controlled entity			Accumulated other comprehensive loss			Total
	Class A Common Shares	Class B Common Shares		Treasury Shares	Common shares paid in capital
Balance, January 28, 2012	64,244	22,340		—	$	796,812		$	—	$	(1,739	)	$	—		$	(8,486	)	$	786,587
Net income	—	—		—	—			—		146,439			—			—			146,439
Change in minimum pension liability, net of income taxes of $839	—	—		—	—			—		—			—			(413		)	(413		)
Unrealized gains on securities	—	—		—	—			—		—			—			141			141
Exercise of warrants	—	1,506		—	43,216			—		—			—			—			43,216
Stock-based compensation expense, before related tax effects	—	—		—	6,970			—		—			—			—			6,970
Exercise of stock options, net of settlement of taxes	1,738	—		—	11,202			—		—			—			—			11,202
Stock units granted	54	—		—	1,110			—		—			—			—			1,110
Vesting of restricted stock units, net of settlement of taxes	142	—		—	(2,057		)	—		—			—			—			(2,057		)
Excess tax benefits related to stock-based compensation	—	—		—	14,773			—		—			—			—			14,773
Equity impact of Corporate Headquarters and Distribution Center Acquisition, net of income taxes $17,877	—	—		—	—			—		—			(21,680		)	—			(21,680		)
Exchange of Class B Common Shares for Class A Common Shares	6,386	(6,386	)	—	—			—		—			—			—			—
Dividends declared ($1.435 per share)	—	—		—	—			—		(127,709		)	—			—			(127,709		)
Balance, February 2, 2013	72,564	17,460		—	$	872,026		$	—	$	16,991		$	(21,680	)	$	(8,758	)	$	858,579

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F- 5

DSW INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE

YEARS ENDED JANUARY 31, 2015, FEBRUARY 1, 2014 AND FEBRUARY 2, 2013 (continued)

(in thousands)

	Number of Shares											Retained earnings/ (accumulated deficit)			Basis difference related to acquisition of commonly controlled entity			Accumulated other comprehensive loss			Total
	Class A Common Shares		Class B Common Shares		Treasury Shares	Common shares paid in capital			Treasury shares
Balance, February 2, 2013	72,564		17,460		—	$	872,026		$	—		$	16,991		$	(21,680	)	$	(8,758	)	$	858,579
Net income	—		—		—	—			—			151,302			—			—			151,302
Stock-based compensation expense, before related tax effects	—		—		—	8,191			—			—			—			—			8,191
Exercise of stock options, net of settlement of taxes	665		—		—	4,776			—			—			—			—			4,776
Stock units granted	34		—		—	1,151			—			—			—			—			1,151
Vesting of restricted stock units, net of settlement of taxes	81		—		—	(1,682		)	—			—			—			—			(1,682		)
Repurchase of Class A Common Shares	(38	)	—		38	—			(1,600		)	—			—			—			(1,600		)
Excess tax benefits related to stock-based compensation	—		—		—	6,236			—			—			—			—			6,236
Tax effect of basis difference related to acquisition of commonly controlled entity	—		—		—	—			—			—			(3,313		)	—			(3,313		)
Exchange of Class B Common Shares for Class A Common Shares	2,600		(2,600	)	—	—			—			—			—			—			—
Exchange of Class A Common Shares for Class B Common Shares	(606	)	606		—	—			—			—			—			—			—
Common share adjustment to reflect stock split impact on voting power	7,733		(7,733	)	—	—			—			—			—			—			—
Dividends declared ($0.375 per share)	—		—		—	—			—			(33,854		)	—			—			(33,854		)
Change in minimum pension liability	—		—		—	—			—			—			—			(177		)	(177		)
Settlement of pension plan, net of income taxes of $5,289	—		—		—	—			—			—			—			8,935			8,935
Balance, February 1, 2014	83,033		7,733		38	$	890,698		$	(1,600	)	$	134,439		$	(24,993	)	$	—		$	998,544
Net income	—		—		—	—			—			153,299			—			—			153,299
Stock-based compensation expense, before related tax effects	—		—		—	9,248			—			—			—			—			9,248
Exercise of stock options, net of settlement taxes	505		—		—	5,120			—			—			—			—			5,120
Stock units granted	52		—		—	1,247			—			—			—			—			1,247
Vesting of restricted stock units, net of settlement of taxes	74		—		—	(1,649		)	—			—			—			—			(1,649		)
Repurchase of Class A Common Shares	(2,998	)	—		2,998	—			(85,338		)	—			—			—			(85,338		)
Excess tax benefits related to stock-based compensation	—		—		—	4,015			—			—			—			—			4,015
Dividends declared ($0.75 per share)	—		—		—	—			—			(66,912		)	—			—			(66,912		)
Foreign currency translation	—		—		—	—			—			—			—			(6,454		)	(6,454		)
Balance, January 31, 2015	80,666		7,733		3,036	$	908,679		$	(86,938	)	$	220,826		$	(24,993	)	$	(6,454	)	$	1,011,120

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F- 6

DSW INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE

YEARS ENDED JANUARY 31, 2015, FEBRUARY 1, 2014 AND FEBRUARY 2, 2013

(in thousands)

	Fiscal years ended
	January 31, 2015			February 1, 2014			February 2, 2013
Cash flows from operating activities:
Net income	$	153,299		$	151,302		$	146,439
Less: total income from discontinued operations, net of tax	(272		)	—			(1,253		)
Income from continuing operations	$	153,027		$	151,302		$	145,186
Adjustments to reconcile net income to net cash and equivalents provided by operating activities from continuing operations:
Depreciation and amortization	68,243			64,237			58,002
Stock-based compensation expense	10,495			9,342			8,080
Deferred income taxes	(1,361		)	41,834			85,168
Income from Town Shoes	(3,813		)	—			—
Change in fair value of derivative instruments	—			—			6,121
Loss on disposal of long-lived assets	1,149			1,902			1,943
Impairment of long-lived assets	5,095			809			—
Impairment of lease	—			—			5,984
Excess tax benefits related to stock-based compensation	(4,015		)	(6,236		)	(14,773		)
Amortization of investment discounts and premiums	9,525			10,357			6,834
Settlement of pension plan	—			14,224			—
Change in working capital, other assets and liabilities:
Accounts receivable, net	2,239			138			(9,382		)
Inventories	(53,068		)	(3,974		)	(59,404		)
Prepaid expenses and other current assets	(3,959		)	(7,831		)	3,811
Accounts payable	7,083			15,957			2,793
Accrued expenses	908			3,766			(3,157		)
Other	5,490			5,548			21,358
Net cash and equivalents provided by operating activities from continuing operations	$	197,038		$	301,375		$	258,564
Cash flows used in investing activities:
Cash paid for property and equipment	(98,126		)	(86,412		)	(102,034		)
Cash paid for property and equipment related to acquisition of commonly controlled entity	—			—			(32,443		)
Purchases of available-for-sale investments	(43,687		)	(34,720		)	(44,790		)
Purchases of held-to-maturity investments	(132,765		)	(379,438		)	(309,032		)
Sales of available-for-sale investments	48,590			36,950			160,332
Maturities of held-to-maturity investments	197,666			228,358			207,408
Activity related to investment - related party	—			—			1,151
Increase in restricted cash	(5,328		)	(6,147		)	—
Purchase of equity investment in Town Shoes	(25,236		)	—			—
Purchase of note receivable from Town Shoes	(46,596		)	—			—
Net cash and equivalents used in investing activities from continuing operations	$	(105,482	)	$	(241,409	)	$	(119,408	)
	January 31, 2015			February 1, 2014			February 2, 2013
Cash flows used in financing activities:
Proceeds from exercise of stock options	5,120			6,251			15,556
Cash paid for income taxes for shares withheld	(1,649		)	(3,157		)	(6,411		)
Debt issuance costs	—			(268		)	—
Cash paid for treasury shares	(85,338		)	(1,600		)	—
Proceeds from the exercise of warrants	—			—			7,792
Dividends paid	(66,912		)	(33,854		)	(129,215		)
Basis difference related to acquisition of commonly controlled entity	—			—			(39,557		)
Excess tax benefits related to stock-based compensation	4,015			6,236			14,773
Net cash and equivalents used in financing activities from continuing operations	$	(144,764	)	$	(26,392	)	$	(137,062	)
Cash flows from (used in) discontinued operations:
Operating activities	358			(2,650		)	—
Net increase (decrease) in cash and equivalents from discontinued operations	$	358		$	(2,650	)	$	—
Net (decrease) increase in cash and equivalents from continuing operations	(53,208		)	33,574			2,094
Cash and equivalents, beginning of period	112,021			81,097			79,003
Cash and equivalents, end of period	$	59,171		$	112,021		$	81,097
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	91,727		$	55,031		$	8,583
Proceeds from construction and tenant allowances	$	18,512		$	21,138		$	16,421
Non-cash operating, investing and financing activities:
Balance of accounts payable and accrued expenses due to property and equipment purchases	$	5,178		$	5,642		$	7,388
Additional paid in capital transferred from warrant liability due to warrant exercises	—			—			$	35,424

The accompanying Notes are an integral part of the Consolidated Financial Statements.

F- 7

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS OPERATIONS

Business Operations- DSW Inc. and its wholly owned subsidiaries are herein referred to collectively as DSW Inc. or the “Company”. DSW’s Class A Common Shares are listed on the New York Stock Exchange under the ticker symbol “DSW”. DSW Class B Common Shares are not listed on a stock exchange but are exchangeable for Class A Common Shares at the election of the shareholder.

DSW Inc. has two reportable segments: the DSW segment, which includes DSW stores and dsw.com, and the Affiliated Business Group ("ABG") segment. DSW offers a wide assortment of brand name dress, casual and athletic footwear and accessories for women, men and kids. As of January 31, 2015, DSW operated a total of 431 stores located in 42 states, the District of Columbia and Puerto Rico, and dsw.com. During fiscal 2014, 2013 and 2012, DSW opened 37, 30 and 39 new DSW stores, respectively, and during 2012, closed 1 DSW store.

DSW separates its merchandise into four primary categories: women's footwear; men's footwear; athletic footwear; and accessories and other. The following table sets forth the approximate percentage of DSW segment sales attributable to each merchandise category for the periods presented:

	Fiscal
Category	2014	2013	2012
Women's footwear	61%	62%	65%
Men's footwear	18%	17%	16%
Athletic footwear	12%	12%	12%
Accessories and Other	9%	9%	7%

DSW Inc., through its ABG segment, also partners with four other retailers to help build and optimize their footwear businesses. As of January 31, 2015, ABG supplied merchandise to 269 Stein Mart stores and Steinmart.com, 97 Gordmans stores and one Frugal Fannie’s store. During fiscal 2014, 2013 and 2012, ABG added 27, 18 and 19 new shoe departments, respectively, and ceased operations in 12, 6 and 11 shoe departments, respectively. In fiscal 2014, ABG opened four Yellow Box retail stores, which offer core fashion sandals, flats, dress shoes, boots and exclusive products in premier shopping destinations throughout the United States. Affiliated Business Group segment sales represented 5.8%, 5.8% and 5.9% of total DSW Inc. net sales for fiscal 2014, 2013 and 2012, respectively.

2. BASIS OF PRESENTATION

Fiscal Year- DSW Inc.’s fiscal year ends on the Saturday nearest to January 31. The periods presented in these financial statements are the fiscal years ended January 31, 2015 ("fiscal 2014"), February 1, 2014 ("fiscal 2013") and February 2, 2013 ("fiscal 2012"). Fiscal 2014 and 2013 each consisted of 52 weeks, while fiscal 2012 consisted of 53 weeks. Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.

Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates are required as a part of inventory valuation, depreciation, amortization, customer loyalty program reserve, recoverability of long-lived assets and intangible assets, litigation reserves, exit and disposal obligations and establishing reserves for self-insurance. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results could differ from these estimates.

Principles of Consolidation- The consolidated financial statements include the accounts of DSW Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in United States Dollars ("USD"), unless otherwise noted.

Merger with Retail Ventures, Inc. (the "Merger")- On May 26, 2011, Retail Ventures, Inc. (“Retail Ventures” or “RVI”) merged with and into DSW MS LLC (“Merger Sub”), with Merger Sub surviving the Merger and continuing as a wholly owned subsidiary of DSW Inc. Upon the closing of the Merger, each outstanding RVI common share was converted into 0.435 DSW

F- 8

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Class A Common Shares, unless the holder of each outstanding RVI common share properly and timely elected to receive a like amount of DSW Class B Common Shares.

The Merger was accounted for as a reverse merger with RVI as the accounting acquirer and DSW Inc. (the surviving legal entity) as the accounting acquiree. As this was a transaction between entities under common control under ASC 805, Business Combinations, the Merger was accounted for as an equity transaction in accordance with ASC 810, Consolidation, as the acquisition of a noncontrolling interest, and purchase accounting was not applied. As a result, there was no adjustment to RVI's historical cost carrying amounts of assets and liabilities. Pre-merger financial information presented in the DSW Inc. consolidated financial statements represents consolidated RVI financial information. References to Retail Ventures or RVI refer to the pre-merger entity.

3.     INVESTMENT IN TOWN SHOES LIMITED

On May 12, 2014, DSW Inc. completed its initial closing of its equity investment in Town Shoes Limited ("Town Shoes"), the largest branded footwear and accessories retailer in Canada, for $75.1 million Canadian dollars ("CAD") ($68.9 million USD). DSW Inc. acquired a 49% interest in Town Shoes from certain clients of Alberta Investment Management Corporation and other minority shareholders. DSW Inc.'s initial stake provides 50% voting control and board representation equal to the primary remaining shareholder, Callisto Capital. Additionally, DSW Inc. will have the right to purchase the balance of Town Shoes from the remaining shareholders, including Callisto Capital, after four years at a pre-determined earnings before interest, tax, depreciation and amortization ("EBITDA") multiple. Callisto Capital, on behalf of itself and the remaining shareholders, has the right to put the balance of the company to DSW Inc. after three years at a pre-determined EBITDA multiple.

Equity Method Investment in Town Shoes- DSW Inc. accounts for its investment in Town Shoes, where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, DSW Inc. recognizes its share of Town Shoes' net income or loss. The difference between the purchase price and the Company's interest in Town Shoes' underlying net equity is comprised of intangible assets with both definite and indefinite lives. The definite lived assets are favorable and unfavorable leases that are being amortized over the lives of the leases. DSW Inc.’s share of net income or loss of Town Shoes, DSW Inc.'s payment-in-kind interest from the note receivable from Town Shoes and amortization of the definite lived intangible assets are included in Income from Town Shoes on the consolidated statements of operations and comprehensive income. Related income tax effects are included in the provision for income taxes. The investment and note receivable in Town Shoes is required to be tested for impairment if there is determined to be an other than temporary loss in value.

Presented below is activity related to our portion of Town Shoes included in our consolidated balance sheets, consolidated statements of operations and consolidated statements of comprehensive income as of and for the year ended January 31, 2015.

	Fiscal
	2014
	(in thousands)
Balance at beginning of period	$	—
Initial investment	22,339
Acquisition costs	2,897
DSW Inc.'s portion of Town Shoes net income	178
Foreign currency translation adjustments included in "Other comprehensive income"	729
Amortization of purchase price adjustments	(256		)
Balance at end of period	$	25,887

F- 9

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Fiscal
	2014
	(in thousands)
Balance at beginning of period	$	—
Purchase of note receivable	46,596
Payment-in-kind interest	3,891
Foreign currency translation adjustments included in "Other comprehensive income"	(7,183		)
Balance at end of period	$	43,304

The note is an unsecured subordinated note that was issued on February 14, 2012 that earns payment-in-kind interest at 12% and matures on February 14, 2022.

4. SIGNIFICANT ACCOUNTING POLICIES

Sales and Revenue Recognition- Revenues from merchandise sales are recognized upon customer receipt of merchandise, are net of returns through period end, exclude sales tax and are not recognized until collectibility is reasonably assured. Merchandise can be demanded from a store, dsw.com or m.dsw.com. The demand can be fulfilled from a store, the dsw.com fulfillment center or drop shipped from a supplier's warehouse. If the product is shipped to a customer from a store, the dsw.com fulfillment center or a supplier's warehouse, DSW Inc. defers revenue for a period of time representing a lag for shipments to be received by the customer. Revenue from shipping and handling is recorded in net sales while the related costs are included in cost of sales. Revenue from gift cards is deferred and recognized upon redemption of the gift card. The Company's policy is to recognize income from breakage of gift cards when the likelihood of redemption of the gift card is remote.

As of January 31, 2015, ABG supplies footwear, under supply arrangements, to four other retailers. Sales for these affiliated businesses are net of returns through period end and exclude sales tax, and are included in net sales.

Cost of Sales- In addition to the cost of merchandise, which includes markdowns and shrinkage, the Company includes in cost of sales expenses associated with distribution and fulfillment (including depreciation) and store occupancy (excluding depreciation and including store impairments). Distribution and fulfillment expenses are comprised of labor costs, rent, depreciation, insurance, utilities, maintenance and other operating costs associated with the operations of the distribution and fulfillment centers. Distribution and fulfillment expenses also include the transportation of merchandise to the distribution and fulfillment centers, from the distribution center to stores and from the fulfillment center and from stores to the customer. Store occupancy expenses include rent, utilities, repairs, maintenance, insurance, janitorial costs and occupancy-related taxes, which are primarily real estate taxes passed to the Company by its landlords.

Operating Expenses- Operating expenses include expenses related to store management and store payroll costs, advertising, ABG operations, store depreciation and amortization, new store advertising and other new store costs (which are expensed as incurred) and corporate expenses. Corporate expenses include expenses related to buying, information technology, depreciation expense for corporate cost centers, marketing, legal, finance, outside professional services, customer service center expenses, payroll and benefits for associates and payroll taxes.

Stock-Based Compensation- The Company recognizes compensation expense for stock option awards, time-based restricted stock awards and performance-based restricted stock awards on a straight-line basis over the requisite service period of the award for the awards that vest in accordance with Accounting Standard Codification ("ASC") 718, Compensation – Stock Compensation. For stock options, the fair value of options granted is estimated on the date of grant using the Black-Scholes pricing model. This model assumes that the estimated fair value of options is amortized over the options’ vesting periods. The compensation costs, net of estimated forfeitures, are included in operating expenses in the consolidated statements of operations.

The company grants performance-based restricted stock units and restricted stock units. Compensation cost is measured at fair value on the grant date and recorded over the vesting period, net of estimated forfeitures. Fair value is determined by multiplying the number of units granted by the grant date closing market price.

F- 10

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In fiscal 2014, the Company granted Stock Appreciation Rights ("SARs") to a non-employee. Under ASC 505-50, Equity-Based Payments to Non-Employees, share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued. Beginning in fiscal 2014, the Company estimated the initial fair value of the SARs using the Black-Scholes model and remeasures the SARs each period using the Black-Scholes model. The SARs are classified as share-based liabilities as the instruments are required to be settled in cash. The instruments are not included in diluted shares for the purposes of calculating earnings per share. The compensation expense of the SARs will be recognized over the vesting period as that is the period that the Company is receiving the services. After the vesting period is complete, the Company will continue to remeasure the SARs using the Black-Scholes model as the instruments become subject to ASC 815, Derivatives and Hedging.

New Store Costs- Costs associated with the opening of stores are expensed as incurred. New store costs, primarily pre-opening rent and marketing expenses, were $8.7 million, $7.9 million and $16.0 million for fiscal 2014, 2013 and 2012, respectively. New store costs primarily fluctuate with changes in the number of store openings.

Marketing Expense- The production cost of advertising is expensed when the advertising first takes place. All other marketing costs are expensed as incurred. Marketing costs were $59.9 million, $56.2 million and $55.9 million in fiscal 2014, 2013 and 2012, respectively.

Other Operating Income- Other operating income consists primarily of income from consignment sales, rental income, income from gift card breakage and insurance proceeds and is included in operating expenses in the statement of operations. The amount recorded in fiscal 2014, 2013 and 2012 was $17.3 million, $14.1 million and $14.5 million, respectively. Rental income was $4.5 million, $5.1 million and $1.2 million for fiscal 2014, fiscal 2013 and fiscal 2012, respectively. An award of damages of $5.3 million is included in other operating income in fiscal 2012. See Note 16 for a discussion of the award of damages.

Income Taxes- Income taxes are accounted for using the asset and liability method. The Company is 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 in which the Company does business. In making these estimates, income is adjusted based on a determination of GAAP 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 the 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. U.S. deferred income taxes are not provided on undistributed income of foreign subsidiaries where such earnings are considered to be permanently reinvested for the foreseeable future.

Consistent with its historical financial reporting, the Company has elected to classify interest expense related to income tax liabilities, when applicable, as part of interest expense in its consolidated statements of operations rather than as part of income tax expense. The Company classifies income tax penalties as part of operating expenses in its consolidated statements of operations.

Discontinued Operations- As a result of RVI’s disposition of Filene’s Basement during fiscal 2009, any changes to the gain on disposal of Filene’s Basement operations are included in discontinued operations. Any changes in the carrying value of assets with residual interest in the discontinued business are classified within continuing operations. See Note 16 for a discussion of discontinued operations.

Earnings Per Share- Basic earnings per share is based on net income and a simple weighted average of common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options, restricted stock units and performance-based restricted stock units. In previous periods, there was also potential dilution of common shares from warrants. See Note 6 for a detailed discussion of earnings per share.

Financial Instruments- The following assumptions were used to estimate the fair value of each class of financial instruments:

Cash and Equivalents- Cash and equivalents represent cash, money market funds and credit card receivables that generally settle within three days. Amounts due from banks for credit card transactions totaled $16.1 million and $13.2 million as of January 31, 2015 and February 1, 2014, respectively. The carrying amounts of cash and equivalents approximate fair value. The Company also reviews cash balances on a bank by bank basis to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a bank. The Company reclassifies book overdrafts, if any, to accounts payable.

F- 11

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash- Restricted cash represents cash that is restricted as to withdrawal or usage. The carrying amount of restricted cash approximates fair value. The restricted cash balance is recorded in prepaid expenses and other current assets on the consolidated balance sheets and primarily consists of a mandatory cash deposit with the lender for outstanding letters of credit, as detailed in Note 10.

Investments- The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. If the Company has the intent and ability to hold the investments to maturity, investments are classified as held-to-maturity. Held-to-maturity securities are stated at amortized cost plus accrued interest. Otherwise, investments are classified as available-for-sale. All income generated from these investments is recorded as interest income. The company evaluates its investments for impairment and whether impairment is other-than-temporary at each balance sheet date. See Note 8 for additional discussion of investments.

Accounts and Notes Receivable- Accounts receivable are classified as current assets because the average collection period is generally shorter than one year. Accounts receivable are primarily construction and tenant allowance receivables from landlords and receivables from DSW Inc.'s affiliated business partners. The carrying amount approximates fair value because of the relatively short average collection period. The shareholder note receivable for Town Shoes is valued based on similar assets in active markets. The note receivable is classified as long-term as it is due in 2022.

Concentration of Credit Risk- Financial instruments, which principally subject the Company to concentration of credit risk, consist of cash and equivalents and investments. The Company invests excess cash when available through financial institutions in money market accounts and short-term and long-term investments. At times, such amounts invested through banks may be in excess of FDIC insurance limits, and the Company mitigates the risk by utilizing multiple banks.

Concentration of Vendor Risk- During fiscal 2014, 2013 and 2012, merchandise supplied by three key vendors accounted for approximately 18%, 19% and 18% of net sales, respectively.

Fair Value- Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Therefore, fair value is a market-based measurement based on assumptions of the market participants. As a basis for these assumptions, the Company classifies its fair value measurements under the following fair value hierarchy:

• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that are publicly accessible. Active markets have frequent transactions with enough volume to provide ongoing pricing information.

• Level 2 inputs are other than level 1 inputs that are directly or indirectly observable. These can include unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical assets or liabilities in inactive markets or other observable inputs.

• Level 3 inputs are unobservable inputs.

Allowance for Doubtful Accounts- The Company monitors its exposure for credit losses and records related allowances for doubtful accounts. Allowances are estimated based upon specific accounts receivable balances, where a risk of default has been identified. For the fiscal years ended January 31, 2015 and February 1, 2014, the ending balance was $0.1 million and $0.3 million, respectively.

Inventories-Merchandise inventories are stated at lower of cost or market, determined using the retail inventory method. The retail inventory method is used in the retail industry due to its practicality. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost to retail ratio to the retail value of inventories. The cost of the inventory reflected on the 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, which are reductions in prices due to customers’ perception of value. Hence, earnings are negatively impacted as the merchandise is marked down prior to sale. Markdowns establish a new cost basis for inventory. Changes in facts or circumstances do not result in the reversal of previously recorded markdowns or an increase in the newly established cost basis. Markdowns require management to make assumptions regarding customer preferences, fashion trends and consumer demand.

Inherent in the calculation of inventories are certain significant management judgments and estimates, including setting the original merchandise retail value, markdowns, and estimates of losses between physical inventory counts, or shrinkage, which

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

combined with the averaging process within the retail inventory method, can significantly impact the ending inventory valuation at cost and the resulting gross profit. The Company records a reduction to inventories and a charge to cost of sales for shrinkage. Shrinkage is calculated as a percentage of sales from the last physical inventory date. Estimates are based on both historical experience as well as recent physical inventory results. Stores physical inventory counts are taken on an annual basis and have supported shrinkage estimates.

Property and Equipment- Property and equipment are stated at cost less accumulated depreciation determined by the straight-line method over the expected useful life of assets. The straight-line method is used to amortize such capitalized costs over the lesser of the expected useful life of the asset or the life of the lease. The estimated useful lives by class of asset are:

Buildings	39 years
Furniture, fixtures and equipment	3 to 10 years
Building and leasehold improvements	3 to 20 years or the lease term if that is shorter than the normal life of the asset

Asset Impairment and Long-Lived Assets- The Company periodically evaluates the carrying amount of its long-lived assets, primarily property and equipment, and finite lived 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 or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group. The reviews are conducted at the lowest identifiable level, which has been identified as a store. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value, based on a discounted cash flow analysis using a discount rate determined by management. Should an impairment loss be realized, it will generally be included in cost of sales. The Company expensed $5.1 million and $0.8 million in fiscal 2014 and 2013, respectively, for assets where the recorded value could not be supported by projected future cash flows. The impairment charges in fiscal 2014 and fiscal 2013 were recorded in the DSW segment. There were no impairment charges in fiscal 2012.

Goodwill- Goodwill represents the excess cost over the estimated fair values of net assets including identifiable intangible assets of businesses acquired. Goodwill is tested for impairment at least annually. Management evaluates fair value using market-based analysis to review market capitalization as well as reviewing a discounted cash flow analysis using management’s assumptions. Several factors could result in an impairment charge, such as failure to achieve sufficient levels of cash flow or a significant and sustained decline in stock price. Significant judgment is necessary to determine the underlying cause of the decline and whether stock price declines are related to the market or specifically to DSW Inc. The Company has never recorded a goodwill impairment. As of January 31, 2015 and February 1, 2014, the balance of goodwill related to DSW was $25.9 million.

Self-insurance Reserves- The Company records estimates for certain health and welfare, workers' compensation and casualty insurance costs that are self-insured programs. Self-insurance reserves include actuarial estimates of both claims filed, carried at their expected ultimate settlement value, and claims incurred but not yet reported. The liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date. Estimates for health and welfare, workers’ compensation and general liability are calculated utilizing claims development estimates based on historical experience and other factors. The Company has purchased stop loss insurance to limit its exposure on a per person basis for health and welfare and on a per claim basis for workers' compensation and general liability, as well as on an aggregate annual basis. The self-insurance reserves were $4.0 million and $3.0 million as of January 31, 2015 and February 1, 2014, respectively.

Customer Loyalty Program- The Company maintains a customer loyalty program for DSW in which program members earn reward certificates that result in discounts on future purchases. Upon reaching the target-earned threshold, the members receive reward certificates for these discounts which expire three months after being issued. The Company accrues the anticipated redemptions of the discount earned at the time of the initial purchase. To estimate these costs, the Company makes assumptions related to customer purchase levels and redemption rates based on historical experience.

Legal Proceedings and Claims- The Company is involved in various legal proceedings that are incidental to the conduct of its business. The Company estimates the range of liability related to pending litigation where the amount of the range of loss can be estimated. The Company records its best estimate of a loss when the loss is considered probable, including an estimate of legal fees to be incurred. When a liability is probable and there is a range of estimated loss, the Company records an estimate of the amount of the liability related to the claim. See Note 16 for a discussion of legal proceedings.

Deferred Rent- Many of the Company’s operating leases contain predetermined fixed increases of the minimum rentals during the initial lease terms. For these leases, the Company recognizes the related rental expense on a straight-line basis over the

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

noncancelable terms of the lease. The Company records the difference between the amounts charged to expense and the rent paid as deferred rent and begins amortizing such deferred rent upon the delivery of the lease location by the lessor. Deferred rent is included in non-current liabilities.

Construction and Tenant Allowances- The Company receives cash allowances from landlords, which are deferred and amortized on a straight-line basis over the noncancelable terms of the lease as a reduction of rent expense. Construction and tenant allowances are included in non-current liabilities.

Exit and Disposal Obligations- The Company records a reserve when a store or office facility is abandoned due to closure or relocation. Using its credit-adjusted risk-free rate to present value the liability, the Company estimates future lease obligations based on remaining lease payments, estimated or actual sublease payments and any other relevant factors. On a quarterly basis, the Company reassesses the reserve based on current market conditions. See Note 16 for a discussion of exit and disposal obligations.

Accumulated Other Comprehensive Loss- Accumulated other comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Fiscal 2014 included foreign currency translation adjustments.

Co-Branded Credit Card- On April 30, 2014, the Company began to offer co-branded credit cards under a seven year agreement with an issuing bank, which allows members to earn points through purchases at DSW and anywhere that Visa is accepted. DSW provides marketing support for the co-branded credit card program. The issuing bank is the sole owner of the credit card accounts.

The revenue under this agreement is recorded in net sales. The Company received an upfront signing bonus from the issuing bank, which is recognized on a straight-line basis over the life of the relationship. The Company receives ongoing payments from the issuing bank for new accounts activated as well as payments for usage of the cards, which will be recognized over the life of the relationship on a cumulative catch-up basis.

Consistent with the current accounting for the customer loyalty program, costs associated with rewards points and certificates are accrued as the points are earned by the cardholder and are recorded in cost of sales. Administrative costs related to the co-branded credit card program, including payroll, store expenses, marketing expenses, depreciation and other direct costs, are recorded in operating expenses.

Foreign Currency Translation and Remeasurement- In anticipation of the equity method investment in Town Shoes, the Company purchased $75 million CAD, which equated to approximately $69 million USD at the transaction date. As the Company's functional currency is USD, the purchase of CAD resulted in a foreign currency exchange gain of $0.6 million at the purchase date of Town Shoes. Gains or losses resulting from foreign currency transactions are included in operating expenses in the consolidated statement of operations, whereas translation adjustments are reported as an element of other comprehensive income.

The note receivable and the payment-in-kind interest from Town Shoes are denominated in CAD. The functional and reporting currency of Town Shoes is CAD. As USD is the functional currency of the entity that holds DSW's investment in and note receivable from Town Shoes, the Company is required to remeasure these balances into USD balances. Each quarter, the income or loss from Town Shoes is remeasured into USD at the average exchange rate for the period. The note receivable from Town Shoes is remeasured in USD at the exchange rate prevailing at the balance sheet date. As the Company has designated the note receivable from Town Shoes as an investment of a long-term investment nature, the Company records the translation gains and losses arising from changes in exchange rates in comprehensive income.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued standard No. 2014-08, which amends the requirement for reporting discontinued operations in ASC Subtopic 205-20 Discontinued Operations. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations.The amendments in this Update require expanded disclosures for discontinued operations. Those disclosures should provide users of financial statements with more information about the assets,

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

liabilities, revenues, and expenses of discontinued operations. The Company does not expect that its financial statements or disclosures will be impacted.

In May 2014, the FASB and the International Accounting Standards Board released standard No. 2014-09 on the recognition of revenue from contracts with customers that is designed to create greater comparability for financial statement users across industries and jurisdictions. Under the new standard, companies will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The standard also will require enhanced disclosures and provide more comprehensive guidance for transactions such as service revenue and contract modifications. The standard will take effect for public companies for annual reporting periods beginning after December 15, 2016, including interim reporting periods. The Company is currently in process of evaluating the impact of the new standard on its financial statements and disclosures.

In June 2014, the FASB issued standard No. 2014-12, which provided final guidance that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service period is a performance condition under ASC 718, Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation costs for such an award would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for all entities for annual reporting periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date. The Company will not be affected by this guidance as the Company currently accounts for these awards in a manner consistent with the new guidance.

5. RELATED PARTY TRANSACTIONS

Schottenstein Affiliates- As of January 31, 2015, the Schottenstein Affiliates, entities owned by or controlled by Jay L. Schottenstein, the executive chairman of the DSW board of directors, and members of his family, beneficially owned approximately 17% of outstanding DSW Common Shares representing approximately 49% of the combined voting power of outstanding DSW Common Shares. As of January 31, 2015, the Schottenstein Affiliates beneficially owned 7.3 million Class A Common Shares and 7.7 million Class B Common Shares.

The Company leases certain store locations owned by Schottenstein Affiliates and purchases services and products from Schottenstein Affiliates. Accounts receivable from and payables to affiliates principally result from commercial transactions or affiliate transactions and normally settle in the form of cash in 30 to 60 days. Related party balances are disclosed on the consolidated balance sheets.

Corporate Office Headquarters and Distribution Center Acquisition- In fiscal 2012, DSW Inc. acquired 810 AC LLC, an Ohio limited liability company from certain Schottenstein affiliates, which owned property that was previously leased by DSW Inc. for its corporate office headquarters, its distribution center and a trailer parking lot. DSW Inc. leases certain portions of the properties to unrelated and related parties. DSW Inc. paid to sellers $72 million in cash, subject to credits and adjustments, for 810 AC LLC. As this was a transaction between entities under common control, as provided by ASC 805, there was no adjustment to the historical cost carrying amounts of assets transferred to DSW Inc. The difference between the historical cost carrying amounts and the consideration of $72 million transferred was an equity transaction. DSW Inc. also reduced the cost basis of the assets by the balance of tenant allowances and deferred rent recorded related to the properties. DSW Inc. received a step-up of tax basis to $72 million and the resulting tax effect, the difference between the financial reporting basis and tax basis, was also recorded to equity. In the first quarter of fiscal 2013, DSW Inc. recorded an adjustment to the tax impact of $3.3 million as a prior period adjustment between non-current deferred tax assets and basis difference related to acquisition of commonly controlled entity.

On November 1, 2012, in connection the acquisition, 4300 East Fifth Avenue LLC, a Schottenstein affiliate, and DSW Inc.'s new wholly owned subsidiary, 810 AC LLC, entered into a cost sharing agreement (the “Cost Sharing Agreement”). In fiscal 2013, DSW Inc. contributed $3 million to replace the roof of one of the 810 AC LLC properties.

Also on November 1, 2012, 810 AC LLC and Schottenstein Property Group, LLC (“SPG”), a Schottenstein affiliate, entered into a management agreement (the “Management Agreement”) pursuant to which SPG provides management and landlord, operation, repair, maintenance, replacement, and supervision services with respect to the properties owned by 810 AC LLC. As compensation, DSW Inc. pays SPG 4% of rents, or approximately $0.2 million on an annual basis. The term of the Management Agreement is three years, with automatic one year extensions after the initial term. The Management Agreement can be terminated by either party with 60 days notice.

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consistent with DSW Inc.'s related party transaction policy, the audit committee of DSW Inc.'s board of directors reviewed and approved the transactions mentioned above. The following table highlights the key financial statement line items impacted by the transaction:

Impact on Consolidated Financial Statements	Fiscal 2012			Financial Statement Section/Line item
Impact on the Consolidated Statement of Cash Flows:	(in thousands)
Historical cost carrying amount	$	(32,443	)	Net cash and equivalents used in investing activities from continuing operations
Equity impact of Corporate Headquarters and Distribution Center Acquisition	(39,557		)	Net cash and equivalents used in financing activities from continuing operations
Total cash transferred to the sellers	$	(72,000	)
Impact on the Consolidated Balance Sheet:
Historical cost carrying amount	$	32,443
Less: Tenant allowances and deferred rent	(8,310		)
Total net book value of assets recorded	$	24,133		Property and equipment, net
Impact on the Consolidated Statement of Shareholders' Equity:
Equity impact of Corporate Headquarters and Distribution Center Acquisition	$	(39,557	)
Tax impact of Corporate Headquarters and Distribution Center Acquisition	17,877
Adjustment to the tax impact of basis difference of Corporate Headquarters and Distribution Center Acquisition	(3,313		)
Basis difference related to acquisition of commonly controlled entity	$	(24,993	)	Acquisition of commonly controlled entity

Prior to the transfer of the buildings to DSW Inc., lease payments by DSW Inc. for the buildings were $2.6 million for fiscal 2012.

Equity Investment- In fiscal 2012, DSW received a return of capital of $1.2 million when the investment, which was majority held by a Schottenstein Affiliate, was sold to a third party.

Other- Purchases and services from related parties were $0.9 million, $0.9 million and $1.3 million in fiscal 2014, 2013 and 2012, respectively. In fiscal 2013 and 2012, $1.8 million and $0.2 million, respectively, were reimbursements to a Schottenstein Affiliate in connection with DSW Inc.'s test sale of luxury merchandise, which were then primarily paid to unrelated vendors.

License Agreement with Town Shoes- In May 2014, DSW Inc. entered into a licensing agreement with Town Shoes, which allows Town Shoes to use the DSW Designer Shoe Warehouse tradename for their new larger concept Canadian stores. Town Shoes pays DSW Inc. a royalty fee based on a percentage of net sales. The first two Canadian DSW stores opened in August 2014.

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY

Earnings per Share- Basic earnings per share is based on net income and a simple weighted average of common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options, restricted stock units ("RSUs"), performance-based restricted stock units ("PSUs") and warrants (through exercise date) calculated using the treasury stock method.

The following is a reconciliation of the number of shares used in the calculation of diluted earnings per share computations for the periods presented:

	Fiscal
	2014	2013	2012
	(in thousands)
Weighted average shares outstanding	89,499	90,472	88,846
Assumed exercise of dilutive stock options	910	1,202	1,504
Assumed exercise of dilutive RSUs and PSUs	203	227	256
Number of shares for computation of diluted earnings per share	90,612	91,901	90,606

Options, RSUs and PSUs- For fiscal 2014, 2013 and 2012, the amount of potential shares that were not included in the computation of dilutive earnings per share because the effect would be anti-dilutive was approximately 1.1 million, 0.8 million and 0.6 million, respectively.

Warrants- For fiscal 2012, the assumed exercise of warrants for 0.2 million common shares were not included in the calculation of shares as the effect would have been anti-dilutive. There were no warrants outstanding as of January 31, 2015 and February 1, 2014.

Shareholders' Equity- On November 21, 2014, DSW Inc. announced that its Board of Directors had authorized the Company to increase the $100 million share repurchase program by an additional $50 million of DSW Common Shares. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common shares under the program. During fiscal 2014, the Company repurchased 3.0 million Class A Common Shares at a cost of $85.3 million. Life to date, the Company has repurchased a total of 3.0 million Class A Common Shares at a cost of $86.9 million.

7. STOCK-BASED COMPENSATION

The DSW Inc. 2005 Equity Incentive Plan (“the 2005 Plan”) provides for the issuance of equity awards to purchase up to 11.2 million DSW Common Shares. The 2005 Plan covers stock options, RSUs, PSUs and director stock units. Eligible recipients include key employees of DSW Inc. and affiliates, as well as directors. Options generally vest 20% per year on a cumulative basis. Options granted under the 2005 Plan generally remain exercisable for a period of ten years from the date of grant. In June 2014, shareholders approved the 2014 Equity Incentive Plan ("the 2014 Plan") which provides for the issuance of an additional 8.5 million shares of DSW Class A Common Shares. The Company will begin issuing shares under the 2014 Plan after the 2005 Plan expires in fiscal 2015.

Stock-Based Compensation Expense- The following table summarizes stock-based compensation expense for the periods presented:

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Fiscal
	2014		2013		2012
	(in thousands)
Stock Options	$	5,827	$	5,891	$	5,459
Restricted Stock Units	2,097		1,797		1,511
Performance-Based Restricted Stock Units	1,324		503		—
Director Stock Units	1,247		1,151		1,110
Total	$	10,495	$	9,342	$	8,080

Stock Options- The majority of the stock-based compensation awards are granted on an annual basis in the first quarter of each year. The risk-free interest rate is based on the yield for U.S. Treasury securities for the expected term of the options at the grant date. Expected volatility is based on the historical volatility of the DSW Common Shares. The expected term of options granted is derived from historical data on DSW Inc.'s stock option exercises. The dividend yield assumption is based on DSW Inc.'s expectation of future dividend payouts. Forfeitures of options are estimated at the grant date based on historical rates of DSW Inc.’s stock option activity and reduce the compensation expense recognized.

The following table illustrates the weighted-average assumptions used in the Black-Scholes pricing model for options granted in each of the periods presented:

	Fiscal
Assumptions:	2014	2013	2012
Risk-free interest rate	1.8%	0.7%	1.2%
Annual volatility of DSW Common Shares	44.5%	53.4%	56.2%
Expected option term	5.4 years	4.7 years	5.5 years
Dividend yield	2.3%	1.3%	1.2%
Other Data:
Weighted average grant date fair value	$11.82	$12.85	$12.59

As of January 31, 2015, the total compensation cost related to unvested options not yet recognized was approximately $12.5 million, with a weighted average expense recognition period remaining of 1.9 years. For the periods presented, the following tables summarize stock option activity, related per share weighted average exercise prices (“WAEP”), weighted average remaining contract life and aggregate intrinsic value (shares and intrinsic value in thousands):

	Fiscal
	2014				2013				2012
	Shares		WAEP		Shares		WAEP		Shares		WAEP
Outstanding beginning of year	3,347		$	17.62	3,694		$	14.50	5,016		$	11.22
Granted	502		$	34.49	492		$	31.75	674		$	27.47
Increase in options from dividend adjustment	—		—		—		—		128		—
Exercised	(505	)	$	10.22	(748	)	$	10.99	(2,004	)	$	9.62
Forfeited	(188	)	$	27.32	(91	)	$	21.79	(120	)	$	15.82
Outstanding end of year	3,156		$	20.91	3,347		$	17.62	3,694		$	14.50
Options exercisable end of year	1,682		$	15.16	1,430		$	13.08	1,260		$	12.76

As of January 31, 2015:	Shares	WAEP		Weighted Average Remaining Contract Life	Aggregate Intrinsic Value
Options exercisable	1,682	$	15.16	4.3 years	$	34,316
Options expected to vest	1,285	$	27.65	7.7 years	10,177
Options vested and expected to vest	2,967	$	20.57	5.8 years	$	44,493

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year of Grant	Range of Exercise Prices				Weighted Average Remaining Contract Life	Options Outstanding					Options Exercisable
	Min		Max			Options Outstanding	WAEP		Aggregate Intrinsic Value		Options Exercisable	WAEP		Aggregate Intrinsic Value
2005 - expire 2015	$	8.84	$	8.84	0.4 years	109	$	8.84	$	2,908	109	$	8.84	$	2,908
2006 - expire 2016	$	12.93	$	14.50	1.6 years	93	$	12.99	2,110		93	$	12.99	2,110
2007 - expire 2017	$	10.42	$	19.94	2.2 years	301	$	19.83	4,735		301	$	19.83	4,735
2008 - expire 2018	$	6.01	$	9.15	3.2 years	170	$	6.19	5,006		170	$	6.19	5,006
2009 - expire 2019	$	4.65	$	7.00	4.2 years	176	$	4.76	5,415		176	$	4.76	5,415
2010 - expire 2020	$	12.34	$	12.38	5.1 years	503	$	12.37	11,659		352	$	12.37	8,170
2011 - expire 2021	$	17.43	$	22.71	6.1 years	428	$	17.49	7,737		221	$	17.48	3,996
2012 - expire 2022	$	26.66	$	27.18	7.2 years	519	$	26.67	4,611		194	$	26.67	1,721
2013 - expire 2023	$	31.68	$	31.68	8.1 years	392	$	31.68	1,520		66	$	31.68	255
2014 - expire 2024	$	25.24	$	37.88	9.3 years	465	$	34.40	539		0	$	—	—
Total	$	4.65	$	37.88	5.9 years	3,156	$	20.91	$	46,240	1,682	$	15.16	$	34,316

The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying common shares exceeds the option exercise price. The total intrinsic value of options exercised during fiscal 2014, 2013 and 2012 was $11.9 million, $20.9 million and $41.7 million, respectively. The total fair value of options that vested during fiscal 2014, 2013 and 2012 was $2.5 million, $3.8 million and $4.8 million, respectively.

Restricted Stock Units ("RSU")- Beginning in fiscal 2013, RSUs granted generally cliff vest over three years, and prior to fiscal 2013, RSUs granted cliff vest over four years. The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying common shares exceeds the exercise price. The total intrinsic value of RSUs that vested during fiscal 2014, 2013 and 2012 was $3.7 million, $4.0 million and $5.6 million, respectively. The total fair value of RSUs that vested during fiscal 2014, 2013 and 2012 was $1.4 million, $0.7 million and $1.2 million, respectively. As of January 31, 2015, the total compensation cost related to nonvested RSUs not yet recognized was approximately $5.0 million with a weighted average expense recognition period remaining of 1.7 years. The weighted average exercise price for all RSUs is zero.

For the periods presented, the following tables summarize RSU activity, weighted average grant date fair value (“GDFV”) and aggregate intrinsic value (units and intrinsic value in thousands):

	Fiscal
	2014				2013				2012
	Units		GDFV		Units		GDFV		Units		GDFV
Outstanding beginning of year	377		$	23.41	436		$	15.39	546		$	9.33
Granted	103		$	34.53	92		$	35.50	114		$	27.48
Vested	(114	)	$	14.11	(136	)	$	5.51	(208	)	$	5.86
Forfeited	(46	)	$	29.55	(15	)	$	29.46	(16	)	$	16.82
Outstanding end of year	320		$	29.21	377		$	23.41	436		$	15.39

				Weighted Average	Aggregate
				Remaining	Intrinsic
As of January 31, 2015:	Units	GDFV		Contract Life	Value
RSUs expected to vest	255	$	29.40	1.3 years	$	9,066

Performance-Based Restricted Stock Units ("PSU")- The Company granted PSUs beginning in fiscal 2013. These awards cliff vest at the end of a three-year period based upon achievement of pre-established goals as of the end of the first year of the term.

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PSUs receive dividend equivalents in the form of additional PSUs, which are subject to the same restrictions and forfeiture provisions as the original award. Consistent with RSUs, the grant date fair value of PSUs is based on the closing market price of DSW Class A Common Shares on the date of grant. As ofJanuary 31, 2015, the total compensation cost related to nonvested PSUs not yet recognized was approximately $3.9 million with a weighted average expense recognition period remaining of 2.0 years. The weighted average exercise price for all PSUs is zero.

For the periods presented, the following tables summarize PSU activity, GDFV and aggregate intrinsic value (units and intrinsic value in thousands):

	Fiscal
	2014				2013
	Units		GDFV		Units	GDFV
Outstanding beginning of year	69		$	31.76	—	$	—
Granted	111		$	34.52	69	$	31.76
Vested	—		—		—	$	—
Forfeited	(7	)	$	32.74	—	$	—
Outstanding end of year	173		$	33.50	69	$	31.76

				Weighted Average	Aggregate
				Remaining	Intrinsic
As of January 31, 2015:	Units	GDFV		Contract Life	Value
PSUs expected to vest	142	$	33.50	1.9 years	$	5,052

Director Stock Units-The Company issues stock units to directors who are not employees. Stock units are automatically granted to each non-employee director on the date of each annual meeting of shareholders based on the fair market value of DSW Class A Common Shares. In addition, each director eligible to receive compensation for board service may elect to have the cash portion of such directors’ compensation paid in the form of stock units. Stock units granted to directors vest immediately and are settled upon the director terminating service from the board. For grants beginning in fiscal 2012, directors were given the option to exercise their units at a specified point in the future or upon completion of service. Stock units granted to directors, which are not subject to forfeiture, are considered to be outstanding for the purposes of computing basic earnings per share. The exercise price of the director stock units is zero. The following table summarizes director stock unit activity (units in thousands):

	Fiscal
	2014		2013		2012
Outstanding beginning of year	330		316		384
Granted	52		34		54
Exercised	(22	)	(20	)	(122	)
Outstanding end of year	360		330		316

Stock Appreciation Rights ("SARs")- The 2005 Plan also covers the issuance of SARs. DSW Inc. entered into a SARs agreement with a non-employee on June 16, 2014, wherein DSW Inc. granted a total of 0.5 million SARs in two equal tranches with respect to DSW Class A Common Shares. The SARs have an expiration date of June 15, 2017, and will vest and become exercisable on the earlier of the one year anniversary of contract termination or the second anniversary of the Grant Date. Each SAR entitles the participant to receive, upon exercise, an amount in cash equal to the excess of the reported closing price of a Class A Common Share on the date of exercise over the applicable exercise price. The exercise price per the First Tranche SAR is $25.24 and the exercise price per the Second Tranche SAR is $27.38. For the year ended January 31, 2015, the total expense related to SARs was approximately $1.7 million.

The fair value of the SARs was estimated using the Black-Scholes pricing model with the following assumptions for the period presented:

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Assumptions:	As of January 31, 2015
Risk-free interest rate	0.6%
Expected volatility of DSW Common Shares	24.9%
Expected term	2.3 years
Expected dividend yield	2.3%

8. INVESTMENTS

The majority of the Company’s available-for-sale investments are primarily municipal bonds with renewal dates of every 7 days. For the available-for-sale bonds, the carrying value equals the fair value. Held-to-maturity investments are primarily corporate bonds, municipal bonds and municipal term notes and are held at amortized cost, which approximates fair value. Long-term investments have maturities longer than one year but shorter than three years and are classified as held-to-maturity. The following table discloses the major categories of the Company’s investments as of the periods presented:

	Short-term investments				Long-term investments
	January 31, 2015		February 1, 2014		January 31, 2015		February 1, 2014
	(in thousands)
Available-for-sale:
Bonds	$	17,147	$	22,050	—		—
Held-to-maturity:
Term notes and bonds	$	154,054	202,048		$	216,756	$	243,188
Total investments	$	171,201	$	224,098	$	216,756	$	243,188
Gross holding gains	$	117	$	151	$	371	$	561
Gross holding losses	$	50	$	82	$	317	$	376

9. FAIR VALUE MEASUREMENTS

Financial Assets- The following table presents financial assets at fair value as of the periods presented:

	January 31, 2015						February 1, 2014
	Total		Level 1		Level 2		Total		Level 1		Level 2
	(in thousands)
Financial Assets:
Cash and equivalents	$	59,171	$	59,171	—		$	112,021	$	112,021	—
Short-term investments(a)	171,268		—		$	171,268	224,167		—		$	224,167
Long-term investments(a)	216,810		—		216,810		243,373		—		243,373
Note receivable from Town Shoes (b)	43,304		—		43,304		—		—		—
Total Financial Assets	$	490,553	$	59,171	$	431,382	$	579,561	$	112,021	$	467,540

(a) Short-term and long-term investments include available-for-sale and held-to maturity investments, which are valued using a market-based approach using level 2 inputs such as prices of similar assets in active markets.

(b) The shareholder note is valued based on similar assets in active markets.

Non-Financial Assets- The Company periodically evaluates the carrying amount of its long-lived assets, primarily property and equipment, and finite lived intangible assets when events and circumstances warrant such a review to ascertain if any assets have been impaired.

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In fiscal 2014 and fiscal 2013, the Company recognized impairment losses on leasehold improvements used in DSW stores. The Company determined that the carrying value exceeded the expected future cash flows and recorded an impairment after determining fair value based on the discounted future cash flow analysis using a discount rate determined by management based on historical performance and expectations of future performance. The following table presents the activity related to the fair value of assets held and used that realized an impairment loss for the periods presented:

					Total Losses
	As of January 31, 2015				Fiscal
	Level 1	Level 2	Level 3	Fair Value as of the Impairment Date	2014		2013
	(in thousands)				(in thousands)
Assets held and used	—	—	—	—	$	5,095	$	809

10. DEBT OBLIGATIONS AND DERIVATIVE INSTRUMENTS

$50 Million Secured Credit Facility- On August 2, 2013, the Company entered into a secured revolving credit agreement (the "Credit Facility"). The Credit Facility, together with the Letter of Credit Agreement (defined below), amended and restated the prior credit facility, dated June 30, 2010. The Credit Facility reduced the amount of revolving credit commitments from $100 million to $50 million, allowed DSW to transfer its outstanding letters of credit and has a term of five years that will expire on July 31, 2018. The Credit Facility may be increased by up to $100 million upon the Company's request and the increase would be subject to lender availability, DSW Inc.'s financial condition and compliance with covenants. The Credit Facility is secured by a lien on substantially all of DSW Inc.'s personal property assets and its subsidiaries with certain exclusions and may be used to provide funds for general corporate purposes, to provide for ongoing working capital requirements and to make permitted acquisitions. Revolving credit loans bear interest under the Credit Facility at the Company's option under: (a) a base rate option at a rate per annum equal to the highest of (i) the Federal Funds Open Rate (as defined in the Credit Facility), plus 0.5%, (ii) the Lender's prime rate, and (iii) the Daily LIBOR Rate (as defined in the Credit Facility) plus 1.0%, plus in each instance an applicable margin, which is between 1.00 and 1.25, based upon revolving credit availability; or (b) a LIBOR option at a rate equal to the LIBOR Rate (as defined in the Credit Facility), plus an applicable margin based upon the Company's revolving credit availability.In addition, the Credit Facility contains restrictive covenants relating to management and the operation of DSW Inc.'s business. These covenants, among other things, limit or restrict DSW Inc.'s ability to grant liens on its assets, limit its ability to incur additional indebtedness, limit its ability to enter into transactions with affiliates and limit its ability to merge or consolidate with another entity. The Credit Facility also requires that DSW Inc. meet the minimum cash and short-term investments requirement of $125 million, as defined in the Credit Facility. An additional covenant limits payments for capital expenditures to $200 million in any fiscal year. The Company paid $98.1 million for capital expenditures in fiscal 2014.

As of January 31, 2015 and February 1, 2014, the Company had no outstanding borrowings under the Credit Facility and had availability under the facility of $50.0 million and $49.4 million, respectively. As of February 1, 2014, the Company had outstanding letters of credit of $0.6 million under the Credit Facility.

Total interest expense related to the Credit Facility for fiscal 2013 and 2012 included fees, such as commitment and line of credit fees of $0.3 million and $0.6 million, respectively. Interest expense related to the Credit Facility for fiscal 2014 was less than $0.1 million.

$50 Million Letter of Credit Agreement- Also on August 2, 2013, the Company entered into a letter of credit agreement (the “Letter of Credit Agreement”). The Letter of Credit Agreement provides for the issuance of letters of credit up to $50 million, with a term of five years that will expire on August 2, 2018. The facility for the issuance of letters of credit is secured by a cash collateral account containing cash in an amount equal to 103% of the face amount of any letter of credit extension (105% for extensions denominated in foreign currency) and is used for general corporate purposes. The Letter of Credit Agreement requires compliance with conditions precedent that must be satisfied prior to issuing any letter of credit or extension. In addition, the Letter of Credit Agreement contains restrictive covenants relating to the Company's management and the operation of the Company's business. These covenants, among other things, limit or restrict the Company's ability to grant liens on its assets, limit its ability to incur additional indebtedness, limit its ability to enter into transactions with affiliates and limit its ability to merge or consolidate with another entity. An event of default may cause the applicable interest rate and fees to increase by 2% per annum.

F- 22

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31, 2015 and February 1, 2014, the Company had $9.3 million and $5.6 million, respectively, in outstanding letters of credit under the Letter of Credit Agreement, and $11.5 million and $6.1 million, respectively, in restricted cash on deposit as collateral under the Letter of Credit Agreement. The restricted cash balance is recorded in prepaid expenses and other current assets on the consolidated balance sheets.

Warrants- The warrants originally issued by RVI on September 26, 2002 and updated on July 5, 2005 in connection with previously paid credit facilities qualified as derivatives under ASC 815. In fiscal 2012, the Company issued 1.5 million of its Class B Common Shares, without par value, to the Schottenstein Affiliates in connection with the exercise of its outstanding warrants. The Common Shares were issued at an exercise price of $5.17 per share, for an aggregate cash purchase price of $7.8 million, and the Company paid accrued dividends of $1.5 million related to the special dividend issued on September 30, 2011. In connection with this exercise and in addition to the purchase price, the Company reclassified $35.4 million from the warrant liability to paid in capital during fiscal 2012. The change in fair value of derivative instruments on the Company's consolidated statements of operations was $6.1 million for the fiscal year ended February 2, 2013.

11. PROPERTY AND EQUIPMENT, NET

The balance sheet caption "Property and equipment, net" was comprised of the following as of the periods presented:

	January 31, 2015			February 1, 2014
	(in thousands)
Property and equipment:
Land	$	1,110		$	1,110
Furniture, fixtures and equipment	437,745			387,913
Buildings, building and leasehold improvements	353,283			325,340
Total property and equipment	792,138			714,363
Accumulated depreciation and amortization	(454,235		)	(395,743		)
Property and equipment, net	$	337,903		$	318,620

12. ACCRUED EXPENSES

The balance sheet caption "Accrued expenses" was comprised of the following as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Gift cards and merchandise credits	$	40,313	$	37,651
Compensation	11,317		18,043
Taxes	16,798		13,581
Customer loyalty program	14,788		19,547
Other(1)	29,964		26,875
Total accrued expenses	$	113,180	$	115,697

(1) Other is comprised of deferred revenue, guarantees, sales return allowance and various other accrued expenses including advertising expenses, professional fees and rent.

F- 23

13. NON-CURRENT LIABILITIES

The balance sheet caption "Non-current liabilities" was comprised of the following as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Construction and tenant allowances	$	85,244	$	84,464
Deferred rent	38,021		37,985
Other(1)	20,068		15,849
Total non-current liabilities	$	143,333	$	138,298

(1) Other is comprised of a loss under an operating lease, income tax reserves and deferred compensation.

The Company estimated its future liability under a lease of an office building assumed in the merger based on its current lease payments and executory costs, net of estimated sublease rentals. The Company estimated inflationary increases in its executory costs (utilities and real estate taxes) and used its credit-adjusted risk-free rate to present value its liability. The non-cash impairment charges were included in operating expenses in fiscal 2012 and fiscal 2011. The liability is currently $10.9 million and is included in other non-current liabilities.

14. LEASES

The Company leases stores, its fulfillment center and other facilities under various arrangements with related and unrelated parties. Such leases expire through 2028 and in most cases provide for renewal options. Generally, the Company is required to pay base rent, real estate taxes, maintenance, insurance and contingent rentals based on sales in excess of specified levels. Under supply agreements, the Company pays contingent rents based on sales for the shoe departments it operates through ABG. As of January 31, 2015 and February 1, 2014, the Company had no capital leases.

As of January 31, 2015, the Company leased or had other agreements with entities affiliated with Schottenstein Affiliates for 19 store locations and its fulfillment center for a total annual minimum rent for fiscal 2014 of $9.2 million. The Company leased a portion of its corporate office headquarters to a Schottenstein Affiliate for annual rent of $0.2 million. On December 6, 2014, this lease was terminated. Related party rental income for fiscal 2014, fiscal 2013 and fiscal 2012 was $0.1 million, $0.2 million and $0.1 million, respectively.

The following table presents future minimum lease payments required under the aforementioned leases, excluding real estate taxes, insurance and maintenance costs, as of January 31, 2015:

	Total		Unrelated Party		Related Party
Fiscal years	(in thousands)
2015	$	183,635	$	174,196	$	9,439
2016	172,263		163,308		8,955
2017	151,361		143,153		8,208
2018	130,171		125,780		4,391
2019	112,854		109,039		3,815
Future years	378,699		371,577		7,122
Total minimum lease payments (1)	$	1,128,983	$	1,087,053	$	41,930

(1) Minimum payments have been reduced by minimum sublease rentals of $1.4 million due in the future under noncancelable subleases.

The following table presents the composition of rental expense for the periods presented:

F- 24

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Fiscal
	2014		2013		2012
	(in thousands)
Minimum rentals:
Unrelated parties	$	147,771	$	137,602	$	127,061
Related parties	9,189		10,486		12,855
Contingent rentals:
Unrelated parties	31,499		29,639		26,502
Total	$	188,459	$	177,727	$	166,418

15. BENEFIT PLANS

Filene's Basement Defined Benefit Pension Plan- Merger Sub was responsible for the Filene’s Basement defined benefit pension plan (the "plan") that RVI assumed as part of its sale of Filene's Basement in fiscal 2009. On December 1, 2011, the Company adopted a plan amendment to terminate the plan with a proposed termination date of March 11, 2012. In April 2013, the Company received a favorable determination letter from the Internal Revenue Service, began the process of obtaining participant settlement elections and was required to disburse the funds within 120 days of the receipt of the favorable determination letter. The Company contributed a final contribution of $5.0 million to fully fund the plan. In the second quarter of fiscal 2013, the Company distributed all plan assets to participants through lump-sum distributions and a nonparticipating annuity contract. The settlement of the pension plan resulted in a settlement loss of $8.9 million, which is net of an income tax benefit of $5.3 million, which was reclassified from accumulated other comprehensive loss to the statement of operations in the second quarter of fiscal 2013.

The following table provides additional detail regarding the composition of and reclassification adjustments out of accumulated other comprehensive loss for the periods presented:

	Fiscal
	2013			2012			Location on Consolidated Statements of Operations
	(in thousands)
Beginning Balance	$	(8,758	)	$	(8,486	)
Reclassification adjustments:
Reclassification to net income due to settlement of the pension plan	14,224			—			Operating expenses
Tax benefit of the settlement of the pension plan	(5,289		)	—			Income tax provision
Other changes to accumulated other comprehensive loss:
Change in minimum pension liability	(177		)	(413		)
Unrealized gains on securities	—			141
Ending Balance	$	—		$	(8,758	)

F- 25

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a reconciliation of projected benefit obligations, plan assets and funded status of the plan as of the period presented:

		February 1, 2014
	(in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year		$	23,005
Interest cost		843
Benefits paid		(23,218		)
Settlement gain		(270		)
Actuarial gain		(360		)
Projected benefit obligation at end of year		—
Change in plan assets:
Fair market value at beginning of year		18,461
Actual loss on plan assets		(97		)
Employer contributions		5,027
Benefits paid		(23,218		)
Other		(173		)
Fair market value at end of year		$	—

The components of net periodic benefit cost are comprised of the following for the periods presented:

	Fiscal
	2013			2012
	(in thousands)
Interest cost	$	843		$	919
Expected return on plan assets	(808		)	(1,208		)
Loss recognized due to settlements	14,224			67
Amortization of net loss	494			398
Net periodic benefit cost	$	14,753		$	176

For the periods presented, other changes in plan assets and benefit obligations recognized in net periodic cost and other comprehensive income loss consist of:

	Fiscal
	2013			2012
	(in thousands)
Net actuarial loss	$	671		$	1,717
Loss recognized due to settlements	(14,224		)	(67		)
Amortization of net loss	(494		)	(398		)
Total recognized in other comprehensive (income) loss	(14,047		)	1,252
Net periodic benefit cost	14,753			176
Total recognized in net periodic benefit cost and other comprehensive income	$	706		$	1,428

Other Benefit Plans

401(k) Plan- The Company sponsors a 401(k) Plan (the "Plan"). Eligible employees may contribute up to fifty percent of their compensation to the 401(k) Plan, on a pre-tax basis, subject to Internal Revenue Service limitations. As of the first day of the

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

month following an employee’s completion of six months and 500 hours of service as defined under the terms of the 401(k) Plan, the Company matches employee deferrals, 100% on the first 3% of eligible compensation deferred and 50% on the next 2% of eligible compensation deferred. Additionally, the Company may contribute a discretionary profit sharing amount to the Plan each year but has not for the past three fiscal years. The Company incurred costs associated with the Plan of $3.2 million, $3.1 million and $2.4 million for fiscal 2014, 2013 and 2012, respectively.

Deferred Compensation Plan- The Company sponsors a non-qualified deferred compensation plan for certain executives and non-employee members of the Board of Directors that is intended to defer the receipt of compensation. As of January 31, 2015 and February 1, 2014, the plan liability was $2.2 million and $2.3 million, respectively.

16. COMMITMENTS AND CONTINGENCIES

Legal Proceedings- The Company is involved in various legal proceedings that are incidental to the conduct of its business. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the amount of any potential liability with respect to current legal proceedings will not be material to results of operations or financial condition. As additional information becomes available, the Company will assess the potential liability related to its pending litigation and revise the estimates as needed.

As previously reported, on March 8, 2005, RVI announced that it had learned of the theft of credit card and other information from a portion of DSW's customers. In fiscal 2005, DSW Inc. incurred a loss of approximately $6.0 million related to this incident. DSW Inc. filed a claim for coverage with its insurance carrier, which the insurance carrier denied. DSW Inc. brought suit in federal district court and won a ruling that coverage applied and was awarded $6.8 million in damages. The insurance company appealed that decision, and oral arguments on the appeal occurred in July 2012. On August 23, 2012, DSW Inc. received notification from the Sixth Circuit Court of Appeals that the damages award was affirmed, and in September 2012, DSW Inc. received $7.2 million from the insurance carrier, $1.9 million of which represented accrued interest on the award. As this was a gain contingency resulting from a litigation, DSW Inc. recognized the award at the time of receipt of cash from the insurance carrier. In the statement of operations, $5.3 million was classified as other operating income, which was included in operating expenses, and $1.9 million related to interest was classified as interest income.

Guarantees and Liabilities related to Discontinued Operations-As of the effective time of the Merger, a subsidiary of DSW Inc. assumed the obligations under RVI’s guarantees related to discontinued operations. DSW Inc. may become subject to various risks related to guarantees and in certain circumstances may be responsible for certain other liabilities related to discontinued operations. Changes in the amount of guarantees and liabilities related to discontinued operations are included in the loss from discontinued operations on the statements of operations. When a liability is probable and there is a range of estimated loss, the Company records its estimated liability related to the guarantee. Additionally, if the underlying obligations are paid down or otherwise liquidated by the primary obligor, subject to certain statutory requirements, the Company will recognize a reduction of the associated liability.

Filene’s Basement- Following the Merger, a subsidiary of DSW Inc., Merger Sub, assumed RVI’s obligations under lease guarantees for three Filene’s Basement retail store locations for leases assumed by Syms in its purchase of Filene’s Basement in fiscal 2009. In fiscal 2011, Syms and Filene’s Basement filed for bankruptcy protection ("2011 Syms and Filene's Basement bankruptcy") and liquidated all of their stores in December 2011. DSW Inc. recorded a liability of$9.0 million related to lease guarantees for two locations in fiscal 2011, and in the first quarter of fiscal 2012 adjusted the liability to $7.0 million based on current information available to DSW Inc., which resulted in an update of DSW Inc.'s most likely estimated liability. DSW Inc. assumed the lease for the third location in fiscal 2011 and is operating a store at this location. In the third quarter of fiscal 2013, DSW Inc. settled the dispute over the guarantee for the Bergen, New Jersey location, and the case was dismissed. As of January 31, 2015, the estimated liability was$3.1 millionfor the remaining guarantee, which is described in more detail below:

Union Square, NY- RVI guaranteed Filene’s Basement’s obligations for the Union Square location when RVI owned Filene’s Basement, and the landlord at the Union Square location has brought a lawsuit against Merger Sub in the Supreme Court of the State of New York ("the Court") seeking payment under the guarantee. In April 2012, the landlord advised Merger Sub that it had signed a lease with a tenant and asserted that Merger Sub is responsible for shortfalls and rent while the space is unoccupied. The landlord filed a motion for summary judgment that the guarantee is enforceable as a matter of law. In April 2013, the Court denied the landlord's motion for summary judgment. The landlord appealed the court's denial of summary judgment. Oral arguments for the appeal were held in February 2014. In September 2014, the appellate court reversed the Court ruling and determined that the guarantee was enforceable, and ordered that a referee determine the amount of the landlord's damages. On February 27, 2015,

F- 27

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the parties jointly entered into a Stipulation and Settlement Agreement that provides for the settlement and release of the guaranty litigation and certain claims arising from the Filenes/Syms bankruptcy. The settlement approximated the accrual. The guaranty remains in effect for the term until 2024.

During fiscal 2012, income from discontinued operations, net of tax, was due to reduction in the estimate of liability under lease guarantees for Filene's Basement.

Contractual Obligations-As of January 31, 2015, the Company has entered into various construction commitments, including capital items to be purchased for projects that were under construction, or for which a lease has been signed. The Company’s obligations under these commitments were approximately $6.9 million as of January 31, 2015. In addition, the Company has entered into various noncancelable purchase and service agreements. These agreements expire over the next two years, and the obligations under these agreements were $2.6 million as of January 31, 2015. The Company has also signed lease agreements for 34 new store locations expected to be opened in fiscal 2015 and 2016 with total annual rent of approximately $9.6 million. In connection with the new lease agreements, the Company will receive a total of $13.6 million of construction and tenant allowance reimbursements for expenditures at these locations.

17. SEGMENT REPORTING

The reportable segments are the DSW segment, which includes DSW stores and dsw.com, and the Affiliated Business Group segment. The Company has identified such segments based on internal management reporting and responsibilities and measures segment profit as gross profit, which is defined as net sales less cost of sales. All operations are located in the United States and its territories. The goodwill balance of $25.9 million as of January 31, 2015 and February 1, 2014 is recorded in the DSW segment. In order to reconcile to the consolidated financial statements, the Company includes Other, which consists of assets, liabilities and expenses of the former RVI (see Note 2) and the equity investment in Town Shoes (see Note 3). The settlement of the pension plan in fiscal 2013 was recorded in Other.

	DSW		Affiliated Business Group		Other		DSW Inc.
	(in thousands)
As of and for the fiscal year ended January 31, 2015
Net sales	$	2,352,464	$	143,628	—		$	2,496,092
Gross profit	726,630		28,391		—		755,021
Capital expenditures	90,215		3,099		—		93,314
Total assets	1,263,577		104,897		$	69,769	1,438,243
As of and for the fiscal year ended February 1, 2014
Net sales	$	2,230,996	$	137,672	—		$	2,368,668
Gross profit	710,972		28,315		—		739,287
Capital expenditures	83,231		569		—		83,800
Total assets	1,340,629		80,221		$	394	1,421,244
As of and for the fiscal year ended February 2, 2013
Net sales	$	2,125,262	$	132,516	—		$	2,257,778
Gross profit	696,854		27,866		—		724,720
Capital expenditures	99,326		426		—		99,752

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DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. INCOME TAXES

Income Tax Provision- The following table presents the composition of the provision for income taxes for continuing operations for the periods presented:

	Fiscal
	January 31, 2015			February 1, 2014			February 2, 2013
Current:	(in thousands)
Federal	$	80,205		$	36,407		$	14,070
Foreign	717			22			—
State and local	16,152			14,817			9,193
Total current tax expense	97,074			51,246			23,263
Deferred:
Federal	(1,616		)	42,557			70,158
State and local	255			(1,098		)	2,006
Total deferred tax expense	(1,361		)	41,459			72,164
Income tax provision	$	95,713		$	92,705		$	95,427

Rate Reconciliation- The following table presents a reconciliation of the expected income taxes for continuing operations based upon the statutory federal income tax rate:

	Fiscal
	January 31, 2015			February 1, 2014			February 2, 2013
	(in thousands)
Income tax expense at federal statutory rate	$	87,059		$	85,402		$	84,215
State and local taxes-net	8,808			8,532			7,631
Warrants	—			—			2,142
Other	(154		)	(1,229		)	1,439
Income tax provision	$	95,713		$	92,705		$	95,427

Deferred Tax Assets and Liabilities- The following tables present the deferred tax assets and liabilities and the components of deferred tax assets and liabilities as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Current deferred tax assets	$	19,747	$	18,130
Non-current deferred tax assets	11,332		11,587
Total net deferred tax asset	$	31,079	$	29,717

F- 29

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	January 31, 2015			February 1, 2014
	(in thousands)
Deferred tax assets:
State net operating loss and tax credits	$	701		$	332
Inventory	7,562			5,826
Construction and tenant allowances	6,074			7,441
Stock-based compensation	9,624			7,457
Benefit from uncertain tax positions	100			58
Guarantees	1,185			1,347
Accrued expenses	1,890			961
Accrued rewards	5,918			7,756
Accrued rent	15,395			14,790
Other	14,317			13,068
Total deferred tax assets, gross of valuation allowance	62,766			59,036
Less: valuation allowance	(1,246		)	(860		)
Total deferred tax assets, net of valuation allowance	61,520			58,176
Deferred tax liabilities:
Property and equipment	(27,236		)	(24,214		)
Prepaid expenses	(1,113		)	(957		)
Other	(2,092		)	(3,288		)
Total deferred tax liabilities	(30,441		)	(28,459		)
Total – net deferred tax asset	$	31,079		$	29,717

The federal net operating loss and state net operating loss and tax credits were fully utilized in 2013. The Company establishes valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. The valuation allowance as of January 31, 2015 is related to a capital loss carryforward, state income tax credits and state income tax refunds. The valuation allowance as of February 1, 2014 was related to a capital loss carryforward and state income tax credits.

As of January 31, 2015, U.S. taxes have not been provided on unremitted earnings of subsidiaries operating outside of the United States. These earnings, which are considered to be invested indefinitely, would become subject to income tax if the Company elects to distribute these foreign earnings in the future. Determination of the amount of unrecognized deferred U.S. income tax liability on these unremitted earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs.

F- 30

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Uncertain Tax Positions- As of January 31, 2015, February 1, 2014 and February 2, 2013, unrecognized tax benefits of $3.4 million, $1.8 million and $1.3 million, respectively, of the total unrecognized tax benefits would affect the effective tax rate if recognized. The following table presents the reconciliation of the beginning and ending amount of unrecognized tax benefits as of the periods presented:

	January 31, 2015			February 1, 2014			February 2, 2013
	(in thousands)
Beginning balance	$	1,838		$	1,253		$	2,315
Additions for tax positions taken in the current year	1,621			1,184			400
Reductions for tax positions taken in prior years:
Changes in judgment	—			(69		)	(345		)
Lapses of applicable statutes of limitations	—			(530		)	(755		)
Settlements during the year	(73		)	—			(362		)
Ending balance	$	3,386		$	1,838		$	1,253

While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, any changes are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

As of January 31, 2015 and February 1, 2014, $0.5 million and $0.2 million, respectively, was accrued for the payment of interest and penalties.

DSW Inc. is no longer subject to U.S federal income tax examination and state income tax examinations for years prior to 2010. DSW Inc. estimates the range of possible changes that may result from any current and future tax examinations to be insignificant at this time.

19. QUARTERLY FINANCIAL DATA (UNAUDITED)

In the Company’s opinion, the unaudited quarterly financial information reflects all normal and recurring accruals and adjustments necessary for a fair presentation of net income for interim periods. Quarterly results are not necessarily indicative of a full year’s operations because of various factors. The following tables present unaudited quarterly financial information for the periods presented:

	Thirteen weeks ended
	May 3, 2014			August 2, 2014			November 1, 2014			January 31, 2015
	(in thousands, except per share data)
Net sales	$	598,947		$	587,096		$	669,872		$	640,177
Cost of sales	(410,942		)	(415,192		)	(451,315		)	(463,622		)
Operating expenses	(126,754		)	(118,594		)	(138,860		)	(128,681		)
Operating profit	61,251			53,310			79,697			47,874
Interest income, net	958			635			600			602
Income from continuing operations before income taxes and income from Town Shoes	62,209			53,945			80,297			48,476
Income tax provision	(23,570		)	(20,824		)	(31,792		)	(19,527		)
Income from Town Shoes	—			849			1,049			1,915
Income from continuing operations	38,639			33,970			49,554			30,864
Income from discontinued operations, net of tax	—			358			—			(86		)
Net income	$	38,639		$	34,328		$	49,554		$	30,778
Diluted earnings per share(1):	$	0.42		$	0.38		$	0.55		$	0.34

F- 31

DSW INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Thirteen weeks ended
	May 4, 2013			August 3, 2013			November 2, 2013			February 1, 2014
	(in thousands, except per share data)
Net sales	$	601,362		$	562,063		$	632,976		$	572,267
Cost of sales	(418,365		)	(378,621		)	(420,106		)	(412,289		)
Operating expenses	(128,711		)	(129,461		)	(124,614		)	(115,113		)
Operating profit	54,286			53,981			88,256			44,865
Interest income, net	340			481			1,036			762
Income from continuing operations before income taxes	54,626			54,462			89,292			45,627
Income tax provision	(20,111		)	(20,742		)	(34,331		)	(17,521		)
Net income	$	34,515		$	33,720		$	54,961		$	28,106
Diluted earnings per share(1):	$	0.38		$	0.37		$	0.60		$	0.30

(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.

20. SUBSEQUENT EVENTS

Dividends- On February 17, 2015, DSW Inc.'s Board of Directors increased the Company's quarterly cash dividend from $0.1875 per share to $0.20 per share. The dividend will be paid on March 31, 2015 to shareholders of record at the close of business on March 20, 2015.

Union Square- See Note 16 for a subsequent event related to litigation related to Union Square.

F- 32

INDEX TO EXHIBITS

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. Incorporated by reference to Exhibit 2.1 to DSW's Form 8-K/A (file no. 1-32545) filed February 25, 2011.
2.2	Agreement of Purchase and Sale, dated October 31, 2012, among DSW Inc., 4300 East Fifth Avenue LLC, 4300 Venture 34910 LLC, and 4300 Venture 6729 LLC. Incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 1-32545) filed November 1, 2012.
3.1	Amended and Restated Articles of Incorporation of DSW Inc. dated November 1, 2013. Incorporated by reference to Exhibit 3.1 to DSW's Form 8-K (file no. 001-32545) filed November 4, 2013.
3.2	Amended and Restated Code of Regulations of the registrant. Incorporated by reference to the same exhibit to Form 10-K (file no. 1-32545) filed April 13, 2006.
4.1	Specimen Class A Common Shares certificate. Incorporated by reference to the same exhibit to Form 10-K (file no. 1-32545) filed April 13, 2006.
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 10.5 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. Incorporated by reference to the same Exhibit Number to DSW's Form S-1 (Registration Statement No. 333-123289) 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.
10.2.1#	First Amendment to Employment Agreement, dated December 31, 2007, between Deborah L. Ferrée and DSW Inc. Incorporated by reference to Exhibit 10.2.1 to Form 10-K (file no. 1-32545) filed April 17, 2008.
10.3#	DSW Inc. 2014 Long-Term Incentive Plan. Incorporated by reference to Appendix C to Form DEF 14A (file no. 1-32545) filed April 30, 2014.
10.3.1#*	Form of Restricted Stock Units Award Agreement for Employees.
10.3.2#*	Form of Stock Units for automatic grants to non-employee directors.
10.3.3#*	Form of Nonqualified Stock Option Award Agreement for Employees.
10.3.4#*	Form of Performance-Based Restricted Stock Units Award Agreement for Employees.
10.4	$50,000,000 Revolving Credit Facility Amended and Restated Credit Agreement, between DSW Inc., as Borrower, and PNC Bank, National Association, as Lender dated August 2, 2013. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 1-32545) filed September 6, 2013.
10.5	Cost Sharing Agreement, dated November 1, 2012, between 4300 East Fifth Avenue LLC and 810 AC LLC, a wholly owned subsidiary of DSW. Incorporated by reference to Exhibit 10.1 to Form 8-K filed November 1, 2012.
10.6#	DSW Inc. 2005 Equity Incentive Plan. Incorporated by reference to Appendix A to Form DEF 14A (file no. 1-32545) filed April 30, 2014.
10.6.1#	Form of Restricted Stock Units Award Agreement for Employees. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 1-32545) filed June 7, 2013.
10.6.2#	Form of Stock Units for automatic grants to non-employee directors. Incorporated by reference to Exhibit 10.23.2 to Form 10-Q (file no. 1-32545) filed June 4, 2009.
10.6.3#	Form of Nonqualified Stock Option Award Agreement for Consultants. Incorporated by reference to Exhibit 10.24.5 to DSW's Form S-1 (Registration Statement No. 333-123289) filed with the Securities and Exchange Commission on March 14, 2005 and amended on May 9, 2005, June 7, 2005, June 15, 2005 are incorporated by reference.
10.6.4#	Form of Nonqualified Stock Option Award Agreement for Employees. Incorporated by reference to Exhibit 10.23.6 to Form 10-Q (file no. 1-32545) filed June 4, 2009.
10.6.5#	Form of Performance-Based Restricted Stock Units Award Agreement for Employees. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 1-32545) filed June 7, 2013.

E-1

10.7#	DSW Inc. 2005 Cash Incentive Compensation Plan. Incorporated by reference to Appendix B to Form DEF 14A (file no. 1-32545) filed April 30, 2014.
10.8	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.
10.8.1	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.
10.9	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.
10.9.1	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.
10.10	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.
10.11	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.
10.11.1	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.
10.12	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.
10.12.1	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.
10.13	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.
10.13.1	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.
10.14	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.
10.14.1	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.
10.15	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.
10.15.1	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.
10.16	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.
10.16.1	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.

E-2

10.17	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.
10.17.1	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.
10.18	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.
10.18.1	Assignment and Assumption Agreement, dated March 18, 2005, between KSK Scottsdale Mall, L.P., an affiliate of Schottenstein Stores Corporation and DSW Shoe Warehouse, Inc., re: South Bend, IN DSW store. Incorporated by reference to Exhibit 10.41.1 to Form 10-K (file no. 1-32545) filed March 24, 2010.
10.18.2	Lease Amendment, dated February 1, 2010, 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.
10.19	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. Incorporated by reference to Exhibit 10.42 to DSW's Form S-1 (Registration Statement No. 333-123289) 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.
10.19.1	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. Incorporated by reference to the Exhibit 10.42.1 to DSW's Form S-1 (Registration Statement No. 333-123289) 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.
10.2	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: Merrillville, IN DSW store. Incorporated by reference to Exhibit 10.44 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
10.20.1	Assignment and Assumption Agreement, dated January 17, 2008, between Value City Department Stores LLC, as assignor, and DSW Shoe Warehouse, Inc., as assignee, re: Merrillville, IN DSW Store. Incorporated by reference to Exhibit 10.43.1 to Form 10-K (file no. 1-32545) filed April 17, 2008.
10.21	Form of Indemnification Agreement between DSW Inc. and its officers and directors. Incorporated by reference to Exhibit 10.44 to DSW's Form S-1 (Registration Statement No. 333-123289) 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.
10.22	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. Incorporated by reference to Exhibit 10.45 to Form 10-K (file no. 1-32545) filed April 13, 2006.
10.23	Agreement of Lease, dated June 30, 2006, between JLPK – Levittown NY LLC, an affiliate of Schottenstein Stores Corporation and DSW Inc., re: Levittown, NY DSW store. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 1-32545) filed December 6, 2006.
10.24	Agreement of Lease, dated November 27, 2006, between JLP – Lynnhaven VA LLC, an affiliate of Schottenstein Stores Corporation and DSW Inc., re: Lynnhaven, Virginia DSW store. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 1-32545) filed December 6, 2006.
10.25	Management Agreement, dated November 1, 2012, between Schottenstein Property Group, LLC and 810 AC LLC, a wholly owned subsidiary of DSW. Incorporated by reference to Exhibit 10.2 to Form 8-K (file no. 1-32545) filed November 1, 2012.
10.26	Amendment to Master Separation Agreement between DSW Inc. and Retail Ventures, Inc., dated May 26, 2011. Incorporated by reference to Exhibit 10.1 to DSW's Form 8-K (file No. 001-32545) filed May 26, 2011.
10.27	Amended and Restated Supply Agreement dated May 30, 2006, 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.
10.28#	Employment Agreement, dated July 13, 2006, between DSW Inc. and Harris Mustafa. Incorporated by reference to Exhibit 10.1 to DSW's Form 8-K (file no. 1-32545) filed July 13, 2006.
10.28.1#	First Amendment to Employment Agreement, dated December 31, 2007, between Harris Mustafa and DSW Inc. Incorporated by reference to Exhibit 10.53.1 to Form 10-K (file no. 1-32545) filed April 17, 2008.
10.29	Agreement of Lease, dated December 15, 2006, between American Signature, Inc., an affiliate of Schottenstein Stores Corporation, and DSW Shoe Warehouse, Inc., re: Langhorne, Pennsylvania DSW store. Incorporated by reference to Exhibit 10.54 to Form 10-K (file no. 1-32545) filed April 5, 2007.

E-3

10.30#	Nonqualified Deferred Compensation Plan. Incorporated by reference to Exhibit 10.1 to DSW's Form 10-Q (file no. 1-32545) filed December 13, 2007.
10.31	Agreement of Lease, dated October 1, 2007, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 1-32545) filed March 6, 2008.
10.31.1	Lease Amendment to Agreement of Lease, dated September 29, 2009, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 1-32545) filed December 3, 2009.
10.31.2	Second Lease Amendment to Agreement of Lease, dated November 30, 2010, between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.56.2 to Form 10-K (file no. 1-32545) filed March 22, 2011.
10.32	Guaranty by DSW Inc. to 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation re: Lease, dated October 1, 2007 between 4300 Venture 34910 LLC, an affiliate of Schottenstein Stores Corporation and eTailDirect LLC re: new fulfillment center for the business of dsw.com. Incorporated by reference to Exhibit 10.5 to Form 8-K (file no. 1-32545) filed March 6, 2008.
10.33#	Employment Agreement, dated March 27, 2009, between William L. Jordan and DSW Inc. Incorporated by reference to Exhibit 10.61 to Form 10-K (file no. 1-32545) filed April 1, 2009.
10.34#	Employment Agreement, dated March 25, 2009, between Michael R. MacDonald and DSW Inc. Incorporated by reference to Exhibit 10.1 to Form 8-K (file no. 1-32545) filed March 26, 2009.
10.35	Settlement Agreement, dated as of September 25, 2009, by and among Retail Ventures, Inc., DSW Inc., FB Liquidating Estate, Inc., FB Services LLC, FB Leasing Services LLC and the Official Committee of Unsecured Creditors. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 1-32545) filed December 3, 2009.
10.36	Lease, dated August 26, 2010, by and between JLP Nashua NH LLC, an affiliate of Schottenstein Stores Corporation, and DSW Shoe Warehouse, Inc., re: Nashua, NH store. Incorporated by reference to Exhibit 10.1 to Form 10-Q (file no. 1-32545) filed December 1, 2010.
10.37#	Employment Agreement, dated December 11, 2007, between Carrie S. McDermott and DSW Inc. Filed as Exhibit 10.66 to Form 10-K (file no. 1-32545) filed March 22, 2011.
10.38	Lease, dated July 19, 2000, by and between Jubilee Limited Partnership, an affiliate of Schottenstein Stores Corporation, and Value City Department Stores, Inc., as modified by Lease Modification Agreement, dated November 2, 2000, re: 3704 W. Dublin-Granville Rd., Columbus, OH DSW/Filene's combo store. Incorporated by reference to Exhibit 10.56 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 14, 2005.
10.38.1	Assignment and Assumption of Lease Agreement, dated January 22, 2008, between Value City Department Stores LLC, Retail Ventures, Inc. and Jubilee-Sawmill LLC, an affiliate of Schottenstein Stores Corporation, re: 3704 W. Dublin-Granville Rd., Columbus, OH DSW/Filene's combo store. Incorporated by reference to Exhibit 10.55.1 to Retail Ventures’ Form 10-K (file no. 1-10767) filed April 25, 2008.
10.38.2	Lease Amendment to Agreement of Lease, by and between Jubilee-Sawmill LLC, an Ohio limited liability company, successor in interest to Jubilee Limited Partnership (“Landlord”), and DSW Shoe Warehouse, Inc. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 1-32545) filed December 6, 2013.
10.39	Consulting Agreement, dated January 10, 2013, between DSW Inc. and SB Capital Group, LLC. Incorporated by reference to Exhibit 10.45 to Form 10-K (file no. 1-32545) filed March 28, 2013.
10.40	Third Lease Amendment to Agreement of Lease, dated March 1, 2013, between 4300 Venture 34910 LLC, a Schottenstein Affiliate, and eTailDirect LLC re: fulfillment center. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 1-32545) filed June 7, 2013.
10.41	Letter of Credit Agreement dated as of August 2, 2013 among, DSW Inc. as the lead borrower, Wells Fargo Bank, National Association, as L/C Issuer. Incorporated by reference to Exhibit 10.2 to Form 10-Q (file no. 1-32545) filed September 6, 2013.
10.42#	Amended Employment Agreement, dated March 19, 2014, between Roger Rawlins and DSW Inc. Incorporated by reference to Exhibit 10.50 to Form 10-K (file no. 1-32545) filed March 27, 2014.
10.43	Summary of Director Compensation. Incorporated by reference to Exhibit 10.1 to Form 10-Q filed September 5, 2014.
10.44#*	Employment Agreement, dated April 28, 2014, between Mary Meixelsperger and DSW Inc.
21.1*	List of Subsidiaries.
23.1*	Consent of Independent Registered Public Accounting Firm.
24.1*	Powers of Attorney.

E-4

31.1*	Rule 13a-14(a)/15d-14(a) Certification - Principal Executive Officer.
31.2*	Rule 13a-14(a)/15d-14(a) Certification - Principal Financial Officer.
32.1*	Section 1350 Certification - Principal Executive Officer.
32.2*	Section 1350 Certification - Principal Financial Officer.
101*	XBRL Instance documents

____________

* Filed herewith.

# Management contract or compensatory plan or arrangement.

E-5

EX-10.31

EXHIBIT 10.3.1

DSW INC.

RESTRICTED STOCK UNITS AGREEMENT

This Agreement is entered into in Franklin County, Ohio. On the Grant Date, DSW Inc., an Ohio corporation (the “Company”), has awarded to the Participant Restricted Stock Units (the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver common shares, without par value, of the Company (the “Shares”) to the Participant as set forth herein. The Restricted Stock Units have been granted pursuant to the DSW Inc. 2014 Long-Term Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan.

1.Vesting. The Restricted Stock Units shall vest on the third anniversary of the Grant Date (the “Vesting Date”), subject to the provisions of this Agreement, including those relating to the Participant’s continued employment with the Company or any Subsidiary. Notwithstanding the foregoing, in the event of a Change in Control prior to the Participant’s Employment Termination, the Restricted Stock Units shall vest in full.

2.Transferability. The Restricted Stock Units shall not be transferable, except as otherwise provided under this Agreement and the Plan.

3.Termination of Employment.

(a)     General. Except as set forth below or as otherwise provided for in another agreement, if an Employment Termination occurs prior to the vesting of a Restricted Stock Units, such Restricted Stock Units shall be forfeited by the Participant.

(b)    Death and Disability. If an Employment Termination occurs prior to the vesting in full of the Restricted Stock Units by reason of the Participant’s death or Disability, then any unvested Restricted Stock Units shall immediately vest in full and shall not be forfeited.

(c)     Retirement. If an Employment Termination occurs prior to the vesting in full of the Restricted Stock Units by reason of the Participant’s Retirement, then any unvested Restricted Stock Units shall immediately vest in full and shall not be forfeited.

4. Payment. The Participant shall be entitled to receive from the Company (without any payment on behalf of the Participant other than as described in Paragraph 8) the Shares represented by such Restricted Stock Units; provided, however, that in the event that such Restricted Stock Units vest prior to the applicable Vesting Date as a result of the death, Disability or Retirement of the Participant or as a result of a Change in Control, the Participant shall be entitled to receive the corresponding Shares from the Company on the date of such vesting. In the event of the Participant’s death, payment shall be made to the Participant’s designated beneficiary, or absent such designation, in accordance with the laws of descent and distribution. Notwithstanding the foregoing, if the Participant is a “specified employee” for purposes of Code Section 409A, then if necessary to avoid the imposition of additional taxes or interest under Code Section 409A, the Company shall not deliver the corresponding shares otherwise payable upon the Participant’s termination of service until the first business day after the date that is 6 months after the Participant’s termination of service.

5. Dividend Equivalents. The Participant’s Restricted Stock Units will be credited with dividend equivalents at the same rate and at the same time dividends are paid on Shares.

6. Right of Set-Off. By accepting these Restricted Stock Units, the Participant consents to a deduction from, and set-off against, any amounts owed to the Participant by the Company or a Subsidiary from time to time (including, but not limited to, amounts owed to the Participant as wages, severance payments or other fringe benefits) to the extent of the amounts owed to the Company or a Subsidiary by the Participant under this Agreement.

7.No Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Restricted Stock Units, including, without limitation, the Participant shall not have the right to vote the Shares represented by the Restricted Stock Units.

8. Withholding Tax.

(a)     Generally. The Participant is liable and responsible for all taxes owed in connection with the Restricted Stock Units regardless of any action the Company takes with respect to any tax withholding obligations that arise in

connection with the Restricted Stock Units. The Company does not make any representation or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the grant or vesting of the Restricted Stock Units or the subsequent sale of Shares issuable pursuant to the Restricted Stock Units. The Company does not commit and is under no obligation to structure the Restricted Stock Units to reduce or eliminate the Participant’s tax liability.

(b)     Payment of Withholding Taxes. Prior to any event in connection with the Restricted Stock Units (e.g., vesting or settlement) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the “Tax Withholding Obligation”), the Participant is required to arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. Unless the Participant elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, the Participant’s acceptance of this Agreement constitutes the Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the number of shares from those Shares issuable to the Participant at the time when the Restricted Stock Units become vested and payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. In the case of any amounts withheld for taxes pursuant to this provision in the form of shares, the amount withheld shall not exceed the minimum required by applicable law and regulations.

9. Governing Law/Venue for Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of law, except to the extent superceded by the laws of the United States of America. The parties agree and acknowledge that the laws of the State of Ohio bear a substantial relationship to the parties and/or this Agreement and that the Restricted Stock Units and benefits granted herein would not be granted without the governance of this Agreement by the laws of the State of Ohio. In addition, all legal actions or proceedings relating to this Agreement shall be brought exclusively in state or federal courts located in Franklin County, Ohio and the parties executing this Agreement herebyconsent to the personal jurisdiction of such courts. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such provision, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

10. Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

11. Prompt Acceptance of Agreement. The Restricted Stock Units grant evidenced by this Agreement shall, at the discretion of the Committee, be forfeited if this Agreement is not manually executed and returned to the Company, or electronically executed by the Participant by indicating the Participant’s acceptance of this Agreement in accordance with the acceptance procedures set forth on the Company’s third-party equity plan administrator’s web site, within 90 days of the Grant Date.

12. Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock Units grant under and participation in the Plan or future Restricted Stock Units that may be granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of restricted stock unit grants and the execution of restricted stock unit agreements through electronic signature.

13. Notices. All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Participant to the Company will be in writing and will be deemed sufficient if delivered by hand, facsimile, nationally recognized overnight courier, or certified or

registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Company at the address set forth below:

DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

Attention: EVP & Chief Administrative Officer

Facsimile: (614) 872-1475

All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Company to the Participant may be delivered by e-mail or in writing and will be deemed sufficient if delivered by e-mail, hand, facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Participant.

14. Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Committee provides for greater benefits to the Participant with respect to vesting of the Award on Employment Termination, than provided in this Agreement or in the Plan, then the terms of such Employment Arrangement with respect to vesting of the Award on Employment Termination by reason of such specified events shall supersede the terms hereof to the extent permitted by the terms of the Plan under which the Award was made.

15. Code Section 409A. This Agreement shall be interpreted in accordance with Code Section 409A so as to comply with an exception to Code Section 409A, or to the extent that this Agreement provides deferred compensation, to be in compliance with Code Section 409A. Accordingly, references to Retirement, termination of service, and similar terms shall be interpreted in a manner consistent with the definition of “separation from service” under Code Section 409A. This Agreement shall be deemed to be modified to the maximum extent necessary to be in compliance with Code Section 409A’s rules. If the Participant is unexpectedly required to include in the Participant’s current year’s income any amount of compensation relating to this Award because of a failure to meet the requirements of Code Section 409A, then to the extent permitted by Code Section 409A, the Participant may receive a distribution of cash or Shares in an amount not to exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.

DSW INC.

By:

Name:

Its:

ACCEPTANCE OF AGREEMENT

The Participant hereby: (a) acknowledges that he or she has received a copy of the Plan, a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders, and a copy of the Plan description (Prospectus) pertaining to the Plan; (b) accepts this Agreement and the Restricted Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement; and (d) agrees that no transfer of the Shares delivered in respect of the Restricted Stock Units shall be made unless the Shares have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration.

Date

EX-10.32

EXHIBIT 10.3.2

DSW INC.

2014 LONG-TERM INCENTIVE PLAN

FORM OF STOCK UNITS

GRANTED TO __________ ON __________

DSW Inc. (“Company”) and its shareholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth of the Company’s business. To this end, the Company and its shareholders adopted the DSW Inc. 2014 Long-Term Incentive Plan (“Plan”) as a means through which you may share in the Company’s success. This is done by granting Awards to directors.

This Award Agreement describes many features of your Award and the conditions you must meet before you may receive the value associated with your Award. To ensure you fully understand these terms and conditions, you should:

• Read the Plan and the Plan’s Prospectus carefully to ensure you understand how the Plan works;

• Read this Award Agreement carefully to ensure you understand the nature of your Award and what must happen if you are to earn it; and

• Contact DSW’s Sr. Director, Compensation & Benefits at (614) 872‑1338 if you have any questions about your Award.

Also, no later than ____, you must return a signed copy of the Award Agreement to:

Sr. Director, Compensation & Benefits

DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

If you do not do this, your Award will be revoked automatically as of the Grant Date and you will not be entitled to receive anything on account of the retroactively revoked Award.

Section 409A of the Internal Revenue Code (“Section 409A”) imposes substantial penalties on persons who receive some forms of deferred compensation (see the Plan’s Prospectus for more information about these penalties). Your Award has been designed to avoid these penalties. However, because the Internal Revenue Service periodically issues new rules that further define the effect of Section 409A, it may be necessary to revise your Award Agreement if you are to avoid these penalties. As a condition of accepting this Award, you must agree to accept those revisions, without any further consideration, even if those revisions change the terms of your Award and reduce its value or potential value.

Nature of Your Award

You have been granted a Stock Award consisting of units, which will be converted to common shares of the Company if the conditions described in this Award Agreement are met, (“Stock Units”). Federal income tax rules apply to the payment of your Award. These and other conditions affecting your Award are described in this Award Agreement, the Plan and the Plan’s Prospectus, all of which you should read carefully.

No later than ____, you must return a signed copy of this Award Agreement to:

Sr. Director, Compensation & Benefits

DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

If you do not do this, your Award will be revoked automatically as of the Grant Date and you will not be entitled to receive anything on account of the retroactively revoked Award.

Grant Date: Your Stock Units were granted on ____ and it also is the date your Stock Units vested.

Number of Stock Units: You have been granted ____ Stock Units in payment of a portion of your annual retainer. Although these Stock Units are not actual shares of Company Stock, they will be credited with “dividends” at the same rate and at the same time dividends are paid on actual shares of Company Stock. These dividends will be converted to additional Stock Units based on the amount of dividends paid and the Fair Market Value (as defined in the Plan) of a share of Company Stock. These additional Stock Units will be distributed at the same time and subject to the same terms and conditions that apply to other Stock Units granted with this Award Agreement.

1

The conditions that must be met before the Award is converted into shares of Company Stock are discussed below in the Section titled “When Your Award Will Be Settled.”

When Your Award Will Be Settled

Normal Settlement: Your Stock Units normally will be settled and converted to an equal number of shares of Company Stock in accordance with the election you previously made for Stock Units granted to you in calendar year 201_. Such settlement date is the “Normal Settlement Date.”

How Your Stock Units Might Be Settled Before the Normal Settlement Date: If there is a Change in Control (as defined in the Plan) before the Normal Settlement Date, your Stock Units will be settled as of the date of the Change in Control.

How Your Stock Units May Be Forfeited: You will forfeit any Stock Units if, before they are settled and before a Change in Control, your board service ends because:

• You materially fail to substantially perform your position or duties;

• You engage in illegal or grossly negligent conduct that is materially injurious to the Company or any Subsidiary (as defined in the Plan);

• You materially violate any law or regulation governing the Company or any Subsidiary;

• You commit a material act of fraud or dishonesty which has had or is likely to have a material adverse effect upon the Company’s (or any Subsidiary’s) operations or financial conditions;

• You materially breach the terms of any other agreement with the Company or any Subsidiary; or

• You breach any term of the Plan or this Award Agreement.

Also, if you terminate your board service for any reason other than those just listed and the Company subsequently discovers that you actively concealed an act, event or failure that is within those just listed and the Company could not have discovered that act, event or failure through reasonable diligence before your termination, you will be required to repay to the Company the full value you received under this Award.

Settling Your Award

Your Stock Units will be settled automatically in accordance with the election you previously made for stock units granted to you in calendar year 201_. At that time, you will receive one share of Company Stock for each Stock Unit.

Other Rules Affecting Your Award

Rights Before Your Stock Units Are Settled: Until your Stock Units are settled, you may not exercise any voting rights associated with the shares underlying your Stock Units. See Section titled “Nature of Your Award - Number of Stock Units for a description of how dividends will be paid on your Stock Units.

Beneficiary Designation: You may name a “Beneficiary” or Beneficiaries to receive any Stock Units to be settled after you die. This may be done only on the attached Beneficiary Designation Form and by following the rules described in that form and in the Plan. If you die without making an effective Beneficiary designation, the Stock Units subject to this Award will be converted to shares and distributed to your surviving spouse or, if you do not have a surviving spouse, to your estate.

Tax Withholding: You (and not the Company) are solely responsible for any income and other taxes (including payment of estimated taxes) associated with this Award or its conversion to shares of Company Stock

Transferring Your Stock Units: Normally, your Stock Units may not be transferred to another person. However, you may complete a Beneficiary Designation Form to name the person to receive any Stock Units settled after you die. Also, the Committee may allow you to place your Stock Units into a trust established for your benefit or the benefit of your family. Contact DSW’s Sr. Director, Compensation & Benefits at (614) 872‑1338 or at the address given below if you are interested in doing this.

Governing Law: This Award Agreement will be construed in accordance with and governed by the laws of the United States and the laws of the State of Ohio (other than laws governing conflicts of laws).

Other Agreements: Also, your Stock Units will be subject to the terms of any other written agreements between you and the Company.

2

Adjustments to Your Stock Units: Your Stock Units will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of your Stock Units will be adjusted to reflect a stock split).

Other Rules: Your Stock Units also are subject to more rules described in the Plan and in the Plan’s Prospectus. You should read both these documents carefully to ensure you fully understand all the conditions of this Award.

Tax Treatment of Your Award

The federal income tax treatment of your Stock Units is discussed in the Plan’s Prospectus.

*****

You may contact DSW’s Sr. Director, Compensation & Benefits at (614) 872-1338 or at the address given below if you have any questions about your Award or this Award Agreement.

*****

Your Acknowledgment of Award Conditions

Note: You must sign and return a copy of this Award Agreement to DSW’s Sr. Director, Compensation & Benefits at the address given below no later than ____.

By signing below, I acknowledge and agree that:

• A copy of the Plan has been made available to me;

• I have received a copy of the Plan’s Prospectus;

• I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;

• I will consent (in my own behalf and in behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award Agreement to avoid paying penalties under Section 409A of the Internal Revenue Code, even if those changes affect the terms of my Award and reduce its value or potential value; and

• If I do not return a signed copy of this Award Agreement to the address shown below before ____, my Award will be revoked automatically as of the date it was granted and I will not be entitled to receive anything on account of the retroactively revoked Award.

_______________________________________

(signature)

Date signed: _____________________________

A signed copy of this form must be sent to the following address no later than ____:

Sr. Director, Compensation & Benefits

DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

*****

Committee’s Acknowledgment of Receipt

A signed copy of this Award Agreement was received on ______________.

By: _________________________

_____________

_____    Has complied with the conditions imposed on the grant and the Award and the Award Agreement remains in effect; or

3

_____    Has not complied with the conditions imposed on the grant and the Award and the Award Agreement are revoked as of the Grant Date because ________________________________________________________________

describe deficiency

DSW Inc. 2014 Long-Term Incentive Plan Committee

By:    ______________________________

Date:    _____________________________

Note: Send a copy of this completed form to _____ and keep a copy as part of the Plan’s permanent records.

4

DSW INC.

2014 LONG-TERM INCENTIVE PLAN

BENEFICIARY DESIGNATION FORM

RELATING TO STOCK UNITS ISSUED TO ____

ON ____

Instructions for Completing This Form

You may use this form to [1] name the person you want to receive any amount due under the DSW Inc. 2014 Long-Term Incentive Plan after your death or [2] change the person who will receive these benefits. Such persons are called “Beneficiaries.”

There are several things you should know before you complete this form.

First, if you do not elect another Beneficiary, any amount due to you under the Plan when you die will be paid to your surviving spouse or, if you have no surviving spouse, to your estate.

Second, your election will not be effective (and will not be implemented) unless you sign this form.

Third, your election will be effective only if and when this form is completed properly and returned to DSW’s Sr. Director, Compensation & Benefits at the address given below.

Fourth, all elections will remain in effect until they are changed (or until all death benefits are paid).

Fifth, if you designate your spouse as your Beneficiary but are subsequently divorced from that person (or your marriage is annulled), your Beneficiary designation will be revoked automatically.

Sixth, if you have any questions about this form or if you need additional copies of this form, please contact DSW’s Sr. Director, Compensation & Benefits at (614) 872-1338 or at the address given below.

1.00 Designation of Beneficiary

1.01 Primary Beneficiary:

I designate the following persons as my Primary Beneficiary or Beneficiaries to receive any shares of DSW stock due after my death under the terms of the Award Agreement described at the top of this form. These shares will be allocated, in the proportion specified to:

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

1.02 Contingent Beneficiary

5

If one or more of my Primary Beneficiaries dies before I die, I direct that any shares of DSW stock due after my death under the terms of the Award Agreement described at the top of this form:

_____ Be allocated to my other named Primary Beneficiaries in proportion to the allocation given above (ignoring the interest allocated to the deceased Primary Beneficiary); or

_____ Be paid to my other named Primary Beneficiaries in proportion to the allocation given above (ignoring the interest allocated to the deceased Primary Beneficiary); or

_____ Be distributed among the following Contingent Beneficiaries.

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

______% to _______________________________________________________

        (Name)                    (Relationship)

Address: __________________________________________________________

****

Elections made on this form will be effective only after this form is received by DSW’s Sr. Director, Compensation & Benefits and only if it is fully and properly completed and signed.

Name: ___________________________________________________________

Soc. Sec. No.: ____________________________________________________________

Date of Birth: ____________________________________________________________

Address: ________________________________________________________________

________________________________________________________________________

Sign and return this form to DSW’s Sr. Director, Compensation & Benefits at the address given below.

__________________________        ____________________________________

Date Signature

Return this signed form to DSW’s Sr. Director, Compensation & Benefits at the following address:

Sr. Director, Compensation & Benefits

DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

Received on: __________________

By: ______________________________________

6

EX-10.33

EXHIBIT 10.3.3

DSW INC.

NONQUALIFIED STOCK OPTION AGREEMENT

This Agreement is entered into in Franklin County, Ohio. On the Grant Date, DSW Inc., an Ohio corporation (the “Company”), has awarded to the Participant, an option (the “Option”) to purchase common shares, without par value, of the Company (the “Shares”) for the Exercise Price per share. The Option has been granted under the DSW Inc. 2014 Long Term Equity Incentive Plan (the “Plan”), and will include and be subject to all provisions of the Plan, which are incorporated herein by reference, and will be subject to the provisions of this Agreement. Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan. This Option shall vest and become exercisable in five installments, which shall be as nearly equal as possible, on the first five anniversaries of the Grant Date (each, the “Vesting Date” with respect to the portion of the Option scheduled to vest on such date), subject to the provisions of this Agreement, including those relating to the Participant’s continued employment with the Company or a Subsidiary. Notwithstanding the foregoing, in the event of a Change in Control prior to the Participant’s Termination of Employment, the vesting of the Option shall be accelerated and settled in accordance with the terms of Article VIII of the Plan. This Option shall expire on the 10^th anniversary of the Grant Date (the “Grant Expiration Date”).

1. Method of Exercise and Payment of Price.

(a) Method of Exercise. At any time when all of the Option or a portion of the Option (such portion not to be fewer than 100 Shares or the total number of Shares then underlying such Option) is exercisable under the Plan and this Agreement, some or all of the exercisable portion of the Option may be exercised from time to time by written notice to the Company, or such other method of exercise as may be specified by the Company, including without limitation, exercise by electronic means on the web site of the Company’s third-party equity plan administrator, which will:

(i) State the number of whole Shares with respect to which the Option is being exercised; and

(ii) If the Option is being exercised by anyone other than the Participant, if not already provided, be accompanied by proof satisfactory to counsel for the Company of the right of such person or persons to exercise the Option under the Plan and all applicable laws and regulations.

(b) Payment of Price. The full exercise price for the portion of the Option being exercised shall be paid to the Company as provided below:

(i) In cash;

(ii) By check or wire transfer (denominated in U.S. Dollars);

(iii) Subject to any conditions or limitations established by the Committee, other Shares which (A) in the case of Shares acquired from the Company (whether upon the exercise of an Option or otherwise), have been owned by the Participant for more than six months on the date of surrender (unless this condition is waived by the Committee), and (B) have a Fair Market Value on the date of surrender equal to or greater than the aggregate exercise price of the Shares as to which the Option shall be exercised (it being agreed that the excess of the Fair Market Value over the aggregate exercise price shall be refunded to the Participant, with any fractional Share being repaid in cash);

(iv) Consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Committee; or

(v) Any combination of the foregoing methods of payment.

2.Transferability. The Option generally shall not be transferrable except at the Participant’s death, in which case the Option may be transferred to the Participant’s designated beneficiary, or absent any such designation, by will or pursuant to the laws of descent and distribution.

3.Termination of Employment.

(a) Employment Termination by Reason of Death or Disability.If employment Termination occurs by reason of death or Disability prior to the vesting in full of the Option, then any unvested portion of the Option shall vest upon and become exercisable in full from and after such death or Disability. The Option may thereafter be

exercised by the Participant or any beneficiary or transferee of the Participant, if applicable, for a period of one year from the date of such death or Disability until the Grant Expiration Date.

(b) Employment Termination by Reason of Retirement. If employment Termination occurs by reason of Retirement prior to the vesting in full of the Option, then any unvested portion of the Option shall vest upon and become exercisable in full from and after such Retirement. The Option may thereafter be exercised by the Participant for a period of one year from the date of such Retirement until the Grant Expiration Date.

(c) Other Employment Termination. Except as otherwise provided for in another agreement, if employment Termination occurs by any reason other than death, Disability or Retirement, any unexercised portion of the Option which has not vested on such date of employment Termination will automatically be forfeited. Except as otherwise provided in the Plan, the Participant will have 90 days from the date of employment Termination or until the Grant Expiration Date, whichever period is shorter, to exercise any portion of the Option that is vested and exercisable on the date of employment Termination.

4.Restrictions on Exercise. The Option is subject to all restrictions in this Agreement and/or in the Plan. As a condition of any exercise of the Option, the Company may require the Participant or his or her beneficiary, transferee or successor to make any representation and warranty to comply with any applicable law or regulation or to confirm any factual matters reasonably requested by the Company. The Option shall not be exercisable if such exercise would involve a violation of any applicable law or regulation. 

5.Right of Set-Off. By accepting this Option, the Participant consents to a deduction from, and set-off against, any amounts owed to the Participant by the Company or any Subsidiary from time to time (including, but not limited to, amounts owed to the Participant as wages, severance payments or other fringe benefits) to the extent of the amounts owed to the Company or any Subsidiary by the Participant under this Agreement.

6.Withholding Tax.

(a) Generally. The Participant is liable and responsible for all taxes owed in connection with the exercise of the Option, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Option. The Company does not make any representation or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the exercise of the Option. The Company does not commit and is under no obligation to structure the Option or the exercise of the Option to reduce or eliminate the Participant’s tax liability.

(b) Payment of Withholding Taxes. Concurrently with the payment of the exercise price pursuant to paragraph 1 hereof, the Participant is required to arrange for the satisfaction of the minimum amount of any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the “Tax Withholding Obligation”) in a manner acceptable to the Company. Any manner provided for in subparagraph 1(b) hereof shall be deemed an acceptable manner to satisfy the Tax Withholding Obligation unless otherwise determined by the Company.

7.Governing Law/Venue for Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of law, except to the extent superseded by the laws of the United States of America. The parties agree and acknowledge that the laws of the State of Ohio bear a substantial relationship to the parties and/or this Agreement and that the Option and benefits granted herein would not be granted without the governance of this Agreement by the laws of the State of Ohio. In addition, all legal actions or proceedings relating to this Agreement shall be brought exclusively in state or federal courts located in Franklin County, Ohio and the parties executing this Agreement hereby consent to the personal jurisdiction of such courts. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such provision, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

8.Action by the Committee.The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “designee”). In fulfilling its responsibilities hereunder, the Committee or its designee may rely upon documents, written statements of the parties or such other material as the Committee or its designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its designee and that any decision of the Committee or its designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

9.Prompt Acceptance of Agreement. The Option grant evidenced by this Agreement shall, at the discretion of the Committee, be forfeited if this Agreement is not manually executed and returned to the Company, or electronically executed by the Participant by indicating the Participant’s acceptance of this Agreement in accordance with the acceptance procedures set forth on the Company’s third-party equity plan administrator’s web site, within 90 days of the Grant Date.

10.Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Option grant under and participation in the Plan or future options that may be granted under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of option grants and the execution of option agreements through electronic signature.

11.Notices. All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Participant to the Company will be in writing and will be deemed sufficient if delivered by hand, facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Company at the address set forth below:

DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

Attention: EVP & Chief Legal Officer

Facsimile: (614) 872-1475

All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Company to the Participant may be delivered by e-mail or in writing and will be deemed sufficient if delivered by e-mail, hand, facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Participant.

12.Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Committee provides for greater benefits to the Participant with respect to (i) vesting of the Option on Termination of Employment by reason of specified events or (ii) exercisability of the Option following Termination of Employment, than provided in this Agreement or in the Plan, then the terms of such Employment Arrangement with respect to vesting of the Option on Termination of Employment by reason of such specified events or exercisability of the Option following Termination of Employment shall supersede the terms hereof to the extent permitted by the terms of the Plan under which the Option was granted.

DSW INC.

By:
Name:
Its:	Sr. Director Compensation, Benefits, Payroll, and HR Systems

ACCEPTANCE OF AGREEMENT

The Participant hereby: (a) acknowledges receiving a copy of the Plan, which has either been previously delivered or is provided with this Agreement, and represents that he or she is familiar with and understands all provisions of the Plan and this Agreement; (b) voluntarily and knowingly accepts this Agreement and the Option granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; and (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement. The Participant further acknowledges receiving a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders and a copy of the Plan Description (Prospectus) pertaining to the Plan.

Participant’s Signature

Date

EX-10.34

EXHIBIT 10.3.4

DSW INC.

PERFORMANCE UNIT AGREEMENT

This Agreement is entered into in Franklin County, Ohio. On the Grant Date, DSW Inc., an Ohio corporation (the “Company”), has awarded to the Participant Performance Units (the “Performance Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver common shares, without par value, of the Company (the “Shares”) to the Participant as set forth herein. The Performance Units have been granted pursuant to the DSW Inc. 2014 Long-Term Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Performance Unit Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan.

1.Vesting.

(a)    General. The right to receive the Shares underlying the Performance Units shall be subject to the Company’s achievement of the Performance Goal described in 1(b) below. The Participant is able to earn up to 100% of the Award if the Performance Goal is achieved. The Award will be canceled if the Performance Goal is not achieved.

(b)    Performance Goal. The Performance Goal is achievement of at least $______million in adjusted operating income during the Company’s 201_ fiscal year (the period beginning _______, 201_ and ending on __________, 201_). Operating income will be adjusted to exclude all costs related to Retail Ventures, Inc. (“RVI”) and its operations assumed as part of the merger. “Adjusted operating income” means net income before taxes, adjusted for non-recurring items, as described under the Plan.

(c)    Timing of vesting. The Performance Units shall vest on the third anniversary of the Grant Date (the “Vesting Date”) subject to the Company’s achievement of the Performance Goal. Vesting is further subject to the provisions of this Agreement, including those relating to the Participant’s continued employment with the Company or any Subsidiary. Notwithstanding the foregoing, in the event of a Change in Control prior to the Participant’s Employment Termination, the Performance Units shall vest in full.

(d)    Determination by the Committee. Achievement of the Performance Goal shall be determined by the Committee.

2.Transferability. The Award generally shall not be transferrable except as otherwise provided under this Agreement and the Plan.

3.Termination of Employment.

(a)    General. Except as set forth below or as otherwise provided for in another agreement, if an Employment Termination occurs prior to the vesting of the Award, such Award shall be forfeited by the Participant.

(b)    Death and Disability. If an Employment Termination occurs prior to the vesting in full of the Award by reason of Awardee’s death or Disability, then any unvested portion of the Award shall immediately vest in full and shall not be forfeited so long as the Performance Goal is achieved..

(c)    Retirement. If an Employment Termination occurs prior to the vesting in full of the Award by reason of the Awardee’s Retirement, then any unvested portion of the Award shall immediately vest in full and shall not be forfeited so long as the Performance Goal is achieved.    

4.Payment. The Participant’s shall be entitled to receive from the Company (without any payment on behalf of the Participant other than as described in Paragraph 8) the Shares represented by such Award; provided, however, that in the event that such Award vests prior to the applicable Vesting Date as a result of the death, Disability or Retirement of the Participant or as a result of a Change in Control, the Participant shall be entitled to receive the corresponding Shares from the Company on the date of such vesting. In the event of the Participant’s death, payment shall be made to the Participant’s designated beneficiary, or absent such designation, in accordance with the laws of descent and distribution. Notwithstanding the foregoing, if the Participant is a “specified employee” for purposes of Code Section 409A, then if necessary to avoid the imposition of additional taxes or interest under Code Section 4.09A, the Company shall not deliver the corresponding Shares otherwise payable upon the Participant’s termination of service until the first business day after the date that is 6 months after the Participant’s termination of service.

5.Dividend Equivalents. The Participant’s Performance Units will be credited with dividend equivalents at the same rate and at the same time dividends are paid on Shares.

6.Right of Set-Off. By accepting these Performance Units, the Participant consents to a deduction from, and set-off against, any amounts owed to the Participant by the Company or a Subsidiary from time to time (including, but not limited to, amounts owed to the Participant as wages, severance payments or other fringe benefits) to the extent of the amounts owed to the Company or a Subsidiary by the Participant under this Agreement.

7.No Shareholder Rights. The Participant shall have no rights of a shareholder with respect to the Performance Units, including, without limitation, the Participant shall not have the right to vote the Shares represented by the Performance Units.

8.Withholding Tax.

(a)    Generally. The Participant is liable and responsible for all taxes owed in connection with the Award regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The Company does not make any representation or undertaking regarding the tax treatment or the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Participant’s tax liability.

(b)    Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting or settlement) that the Company determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any employment tax obligation (the “Tax Withholding Obligation”), the Participant is required to arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. Unless the Participant elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, the Participant’s acceptance of this Agreement constitutes the Participant’s instruction and authorization to the Company to withhold on the Participant’s behalf the number of shares from those Shares issuable to the Participant at the time when the Award becomes vested and payable as the Company determines to be sufficient to satisfy the Tax Withholding Obligation. In the case of any amounts withheld for taxes pursuant to this provision in the form of shares, the amount withheld shall not exceed the minimum required by applicable law and regulations.

9.Governing Law/Venue for Dispute Resolution. This Agreement shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of law, except to the extent superceded by the laws of the United States of America. The parties agree and acknowledge that the laws of the State of Ohio bear a substantial relationship to the parties and/or this Agreement and that the Award and benefits granted herein would not be granted without the governance of this Agreement by the laws of the State of Ohio. In addition, all legal actions or proceedings relating to this Agreement shall be brought exclusively in state or federal courts located in Franklin County, Ohio and the parties executing this Agreement herebyconsent to the personal jurisdiction of such courts. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is valid and enforceable and that comes closest to the business objectives intended by such provision, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

10.Action by the Committee. The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

11.Prompt Acceptance of Agreement. The Award evidenced by this Agreement shall, at the discretion of the Committee, be forfeited if this Agreement is not manually executed and returned to the Company, or electronically executed by the Participant by indicating the Participant’s acceptance of this Agreement in accordance with the acceptance procedures set forth on the Company’s third-party equity plan administrator’s web site, within 90 days of the Grant Date.

12.Electronic Delivery and Consent to Electronic Participation. The Company may, in its sole discretion, decide to deliver any documents related to the Award under and participation in the Plan or future Awards that may be granted under the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line

or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of the Award and the execution of the Agreement through electronic signature.

13.Notices. All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Participant to the Company will be in writing and will be deemed sufficient if delivered by hand, facsimile, nationally recognized overnight courier, or certified or

registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Company at the address set forth below:

DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

Attention: EVP & General Counsel

Facsimile: (614) 872-1475

All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Company to the Participant may be delivered by e-mail or in writing and will be deemed sufficient if delivered by e-mail, hand, facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Participant.

14.Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Committee provides for greater benefits to the Participant with respect to vesting of the Award on Employment Termination, than provided in this agreement or in the Plan, then the terms of such Employment Arrangement with respect to vesting of the Award on Employment Termination by reason of such specified events shall supersede the terms hereof to the extent permitted by the terms of the plan under which the Award was made.

15. Code Section 409A. This Agreement shall be interpreted in accordance with Code Section 409A so as to comply with an exception to Code Section 409A, or to the extent that this Agreement provides deferred compensation, to be in compliance with Code Section 409A. Accordingly, references to Retirement, termination of service, and similar terms shall be interpreted in a manner consistent with the definition of “separation from service” under Code Section 409A. This Agreement shall be deemed to be modified to the maximum extent necessary to be in compliance with Code Section 409A’s rules. If the Participant is unexpectedly required to include in the Participant’s current year’s income any amount of compensation relating to this Award because of a failure to meet the requirements of Code Section 409A, then to the extent permitted by Code Section 409A, the Participant may receive a distribution of cash or Shares in an amount not to exceed the amount required to be included in income as a result of the failure to comply with Code Section 409A.

DSW INC.

By:
Name:
Its:	Sr. Director Compensation, Benefits, Payroll, and HR Systems

ACCEPTANCE OF AGREEMENT

The Participant hereby: (a) acknowledges that he or she has received a copy of the Plan, a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders, and a copy of the plan description (Prospectus) dated pertaining to the Plan; (b) accepts this Agreement and the Performance Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement; and (d) agrees that no transfer of the Shares delivered in respect of the Performance Units shall be made unless the Shares have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration.

Date

EX-10.44

STANDARD EXECUTIVE SEVERANCE AGREEMENT

BETWEEN

DSW INC.

AND

MARY MEIXELSPERGER

This Standard Executive Severance Agreement (“Agreement”) by and between DSW Inc. (“Company”) and Mary Meixelsperger (“Executive”), collectively, the “Parties,” is effective as of the date signed (“Effective Date”) and supersedes and replaces any other oral or written employment-related agreement between the Executive and the Company.

The severance offer to the Executive is provided by the Company in exchange for the Executive’s performance of the obligations described in this Agreement. The Executive agrees that the severance offered is adequate consideration for the performance of the duties and the covenants and releases made and entered into by and between the Executive and the Company in this Agreement.

1.00EXECUTIVE’S OBLIGATIONS

1.01Scope of Duties. The Executive will:

[1]    Devote all available business time, best efforts and undivided attention to the Company’s business and affairs; and

[2]    Not engage in any other business activity, whether or not for gain, profit or other pecuniary benefit.

[3]    However, the restriction described in Section 1.02[1] and [2] will not preclude the Executive from:

[a]    Making or holding passive investments in outstanding shares in the securities of publicly-owned companies or other businesses [other than organizations described in Section 1.05], regardless of when and how that investment was made; or

[b]    Serving on corporate, civic, religious, educational and/or charitable boards or committees but only if this activity [i] does not interfere with the performance of duties under this Agreement and [ii] is approved by the Executive’s manager.

1.02Confidential Information.

[1]Obligation to Protect Confidential Information. The Executive acknowledges that the Company and its subsidiaries, parent corporation and affiliated entities (collectively, “Group” and separately, “Group Member”) have a legitimate and continuing proprietary interest in the protection of Confidential Information (as defined in Section 1.02[2]) and have invested, and will continue to invest, substantial sums of money to develop, maintain and protect Confidential

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Information. The Executive agrees [a] during and after employment with all Group Members [i] that any Confidential Information will be held in confidence and treated as proprietary to the Group, [ii] not to use or disclose any Confidential Information except to promote and advance the Group’s business interests and [b] immediately upon separation from employment with all Group Members, to return to the Company any Confidential Information.

[2]Definition of Confidential Information. For purposes of this Agreement, Confidential Information includes any confidential data, figures, projections, estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals or procedures, other policy and procedure manuals or handbooks, supplier information, tax records, personnel histories and records, information regarding sales, information regarding properties and any other Confidential Information regarding the business, operations, properties or personnel of the Group (or any Group Member) which are disclosed to or learned by the Executive as a result of employment with any Group Member, but will not include [a] the Executive’s personal personnel records or [b] any information that [i] the Executive possessed before the date of initial employment (including periods before the Effective Date) with any Group Member that was a matter of public knowledge, [ii] became or becomes a matter of public knowledge through sources independent of the Executive, [iii] has been or is disclosed by any Group Member without restriction on its use or [iv] has been or is required to be disclosed by law or governmental order or regulation. The Executive also agrees that, if there is any reasonable doubt whether an item is public knowledge, to not regard the item as public knowledge until and unless the Senior Vice President of Human Resources confirms to the Executive that the information is public knowledge or an arbitrator, acting under Section 6.00, finally decides that the information is public knowledge.

[3]Intellectual Property. The Executive expressly acknowledges that all right, title and interest to all inventions, designs, discoveries, works of authorship, and ideas conceived, produced, created, discovered, authored, or reduced to practice during the Executive’s performance of services under this Agreement, whether individually or jointly with any Group Member (the “Intellectual Property”) shall be owned solely by the Group, and shall be subject to the restrictions set forth in Section 1.02[1] above. All Intellectual Property which constitutes copyrightable subject matter under the copyright laws of the United States shall, from the inception of creation, be deemed to be a "work made for hire" under the United States copyright laws and all right, title and interest in and to such copyrightable works shall vest in the Group. All right, title and interest in and to all Intellectual Property developed or produced under this Agreement by the Executive, whether constituting patentable subject matter or copyrightable subject matter (to the extent deemed not to be a "work made for hire") or otherwise, shall be assigned and is hereby irrevocably assigned to the Group by the Executive. The Executive shall, without any additional consideration, execute all documents and take all other actions needed to convey the Executive’s complete ownership interest in any Intellectual Property to the Group so that the Group may own and protect such Intellectual Property and obtain patent, copyright and trademark registrations for it. The Executive agrees that any Group Member may alter or modify the Intellectual Property at the Group Member’s sole discretion, and the Executive waives all right to claim or disclaim authorship.

1.03Solicitation of Employees. The Executive agrees that during employment, and for the longer of any period of salary continuation or for two years after terminating employment with all Group Members [1] not, directly or indirectly, to solicit any employee of any Group Member to leave employment with the Group, [2] not, directly or indirectly, to employ or seek to employ any

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employee of any Group Member and [3] not to cause or induce any of the Group’s (or Group Member’s) competitors to solicit or employ any employee of any Group Member.

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1.04Solicitation of Third Parties. The Executive agrees that during employment, and for the longer of any period of salary continuation or for two years after terminating employment with all Group Members not, directly or indirectly, to recruit, solicit or otherwise induce or influence any customer, supplier, sales representative, lender, lessor, lessee or any other person having a business relationship with the Group (or any Group Member) to discontinue or reduce the extent of that relationship except in the course of discharging the duties described in this Agreement and with the good faith objective of advancing the Group’s (or any Group Member’s) business interests.

1.05Non-Competition. The Executive agrees that for the longer of any period of salary continuation or for one year after terminating employment with all Group Members not, directly or indirectly, to accept employment with, act as a consultant to, or otherwise perform services that are substantially the same or similar to those for which the Executive was compensated by any Group Member (this comparison will be based on job-related functions and responsibilities and not on job title) for any business that directly competes with the Group’s (or any Group Member’s) business, which is understood by the Parties to be the sale of significant branded or discount and off-price shoes at department stores, specialty retail stores or online footwear retailers. Illustrations of businesses that compete with the Group’s business include, but are not limited to, The TJX Companies, Inc. (T.J. Maxx; Marshall’s; The Maxx; Marmaxx); Shoe Carnival; MJM Designer Shoes; The Shoe Dept.; Payless ShoeSource; Off-Broadway Shoes; Famous Footwear; Footstar; Nordstrom’s (Non-apparel); Zappos; Piperlime; and Endless. This restriction applies to any parent, division, affiliate, newly formed or purchased business(es) and/or successor of a business that competes with the Group’s (or any Group Member’s) business.

1.06Post-Termination Cooperation. As is required of the Executive during employment, the Executive agrees that during and after employment with any Group Members and without additional compensation (other than reimbursement for reasonable associated expenses), to cooperate with the Group (and with each Group Member) in the following areas:

[1]Cooperation With the Company. The Executive agrees [a] to be reasonably available to answer questions for the Group’s (and any Group Member’s) officers regarding any matter, project, initiative or effort for which the Executive was responsible while employed by any Group Member and [b] to cooperate with the Group (and with each Group Member) during the course of all third-party proceedings arising out of the Group’s (and any Group Member’s) business about which the Executive has knowledge or information. For purposes of this Agreement, [c] “proceedings” includes internal investigations, administrative investigations or proceedings and lawsuits (including pre-trial discovery and trial testimony) and [d] “cooperation” includes [i] the Executive’s being reasonably available for interviews, meetings, depositions, hearings and/or trials without the need for subpoena or assurances by the Group (or any Group Member), [ii] providing any and all documents in the Executive’s possession that relate to the proceeding, and [iii] providing assistance in locating any and all relevant notes and/or documents.

[2]Cooperation With Third Parties. Unless compelled to do so by lawfully-served subpoena or court order, the Executive agrees not to communicate with, or give statements or testimony to, any opposing attorney, opposing attorney’s representative (including private investigator) or current or former employee relating to any matter (including pending or threatened lawsuits or administrative investigations) about which the Executive has knowledge or information (other than knowledge or information that is not Confidential Information as defined in Section 1.02[2]) as a result of employment with the Group (or any Group Member) except in cooperation with the Company. The Executive also agrees to notify the Senior Vice President of

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Human Resources immediately after being contacted by a third party or receiving a subpoena or court order to appear and testify with respect to any matter affected by this section.

[3]Cooperation With Media. The Executive agrees not to communicate with, or give statements to, any member of the media (including print, television or radio media) relating to any matter (including pending or threatened lawsuits or administrative investigations) about which the Executive has knowledge or information (other than knowledge or information that is not Confidential Information as defined in Section 1.02[2]) as a result of employment with the Group (or any Group Member). The Executive also agrees to notify the Senior Vice President of Human Resources immediately after being contacted by any member of the media with respect to any matter affected by this section.

1.07Non-Disparagement. The Executive and the Company (on its behalf and on behalf of the Group and each Group Member) agree that neither will make any disparaging remarks about the other and the Executive will not make any disparaging remarks about the Company’s Chairman, Chief Executive Officer or any of the Group’s senior executives. However, this section will not preclude [1] any remarks that may be made by the Executive under the terms of Section 1.06[2] or that are required to discharge the duties described in this Agreement or [2] the Company from making (or eliciting from any person) disparaging remarks about the Executive concerning any conduct that may lead to a termination for Cause, as defined in Section 2.03 (including initiating an inquiry or investigation that may result in a termination for Cause), but only to the extent reasonably necessary to investigate the Executive’s conduct and to protect the Group’s (or any Group Member’s) interests.

1.08Notice of Subsequent Employment. The Executive agrees to immediately notify the Company of any subsequent employment during the period of salary continuation after employment terminates.

1.09Nondisclosure. The Executive agrees not to disclose the terms of this Agreement in any manner to any person other than the Executive’s manager, one of the Company’s Vice Presidents of Human Resources (or any Company representative they expressly approve for such disclosure), the Executive’s personal attorney, accountant and financial advisor, and the Executive’s immediate family or as otherwise required by law.

1.10Remedies. The Executive acknowledges that money will not adequately compensate the Group for the substantial damages that will arise upon the breach of any provision of Section 1.00. For this reason, any disputes arising under Section 1.00 will not be subject to arbitration under Section 6.00. Instead, if the Executive breaches or threatens to breach any provision of Section 1.00, the Company will be entitled, in addition to other rights and remedies, to specific performance, injunctive relief and other equitable relief to prevent or restrain any breach or threatened breach of Section 1.00.

1.11Return of Company Property. Upon termination of employment, the Executive agrees to promptly return to the Company all property belonging to the Group or any Group Member.

2.00TERMINATION AND RELATED BENEFITS

2.01Rules of General Application. The following rules apply generally to the implementation of Section 2.00:

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[1]Method of Payment. If the amount of any installment payments is or becomes less than or equal to the applicable dollar amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, the Company may elect to pay such remaining installments as a lump sum.

[2]Application of Pro Rata. Any pro rata share required to be paid under Section 2.00 will be based on the number of days between the first day of the fiscal year during which the Executive terminates employment and the date that the Executive terminates employment divided by the number of days in the fiscal year during which the Executive terminates employment.

2.02Involuntary Termination Without Cause. The Company may terminate the Executive’s employment at any time Without Cause (as defined below) by delivering to the Executive a written notice specifying the date termination is to be effective. If all requirements of this Agreement are met, the Company will make the following payments to the Executive as of the effective date of Involuntary Termination Without Cause:

[1]Base Salary. For twelve (12) months beginning on the date of Involuntary Termination Without Cause, the Company will continue to pay the Executive’s base salary at the rate in effect on the effective date of Involuntary Termination Without Cause. If such amount exceeds two times the annual compensation limit prescribed by Section 401(a)(17) of the Internal Revenue Code of 1986 (the “Involuntary Termination Limit”), then the Company will pay the severance obligation described in this Section 2.02[1] in two payment streams. The first payment stream will be equal to the Involuntary Termination Limit, and the Company will pay this amount in 12 monthly installments, beginning on the date of Involuntary Termination Without Cause. The amount of the second payment stream will equal the amount in excess of the Involuntary Termination Limit. The Company will pay this amount in six monthly installments beginning on the date that is six months after the date of the Executive’s Involuntary Termination. Without Cause. As a condition of this salary continuation, the Executive is expected to promptly and reasonably pursue new employment. If during the salary continuation period the Executive becomes employed either as an employee or a consultant, the Executive’s Base Salary paid by the Company will be reduced by 50% of the Base Salary amount for the remainder of the salary continuation period. The Executive agrees to immediately notify the Company of any subsequent employment or consulting work during the period of salary continuation.

[2]Health Care. The Company will reimburse the Executive for the cost of maintaining continuing health coverage under COBRA for a period of no more than twelve (12) months following the effective date of Involuntary Termination Without Cause, less the amount the Executive is expected to pay as a regular employee premium for such coverage. Such reimbursements will cease if the Executive becomes eligible for similar coverage under another benefit plan.

[3]Cash Incentive Bonus. The Company will pay to the Executive the pro- rata share of any Cash Incentive Bonus that would have been paid to the Executive had the Executive not been involuntarily terminated Without Cause. The pro-rated bonus will be calculated based on the extent to which performance standards are met on the last day of the year in which the Executive is involuntarily terminated Without Cause and will be paid at the same time as all other participants.

[4]Equity Incentives. Subject to the terms of the Equity Incentive Plan and any applicable award agreements, [a] the Executive may exercise any outstanding stock options that are vested on the effective date of Involuntary Termination Without Cause, and those that would have vested

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during the one year following the effective date of Involuntary Termination Without Cause, during the three-month period following the effective date of Involuntary Termination Without Cause and [b] all restricted stock units that would have vested during the one year following the effective date of Involuntary Termination Without Cause will accelerate and become vested on the effective date of Involuntary Termination Without Cause.

[5]Other. Any rights accruing to the Executive under any employee benefit plan, fund or program maintained by any Group Member will be distributed or made available as required by the terms of the plan fund or program or as required by law.

2.03Definition of Cause. For these purposes, Cause means the Executive’s [a] breach of Section 1.00 of this Agreement; [b] willful, illegal or grossly negligent conduct that is materially injurious to the Company or any Group Member monetarily or otherwise; [c] violation of laws or regulations governing the Company or to any Group Member; [d] breach of any fiduciary duty owed to the Company or any Group Member; [e] misrepresentation or dishonesty which the Company determines has had or is likely to have a material adverse effect upon the Company’s or any Group Member’s operations or financial condition; [f] involvement in any act of moral turpitude that has an injurious effect on the Company (or any Group Member) or its reputation; or [g] breach of the terms of any non-solicitation or confidentiality clauses contained in an standard executive employment agreement(s) with a former employer. The Company’s dissatisfaction with the Executive’s performance, or the business results achieved, shall not, in and of itself, constitute Cause under this Section.

2.04Subsequent Information. The terms of Section 2.03 will apply if, after the Executive terminates, the Company learns of an event that, had it been known before the Executive terminated employment, would have justified a termination for Cause. In this case, the Company will be entitled to recover (and the Executive agrees to repay) any amounts (other than legally protected benefits) that the Executive received.

For purposes of this Agreement, Without Cause means termination of the Executive’s employment by the Company for any reason other than those set forth in Section 2.03 or 2.04.

3.00NOTICE

3.01How Given. Any notice permitted or required to be given under this Agreement must be given in writing and delivered in person or by registered, U.S. mail, return receipt requested, postage prepaid, or through Federal Express, UPS, DHL or any other reputable professional delivery service that maintains a confirmation of delivery system. Any delivery must be addressed to the Company’s Senior Vice President of Human Resources at the Company’s then-current corporate offices or to the Executive at the Executive’s address as contained in the Executive’s personnel file.

3.02Effective Date. Any notice permitted or required to be given under this Agreement will be effective on the date it is delivered, in the event of personal delivery, or on the date its receipt is acknowledged, in the event of delivery by registered mail or through a professional delivery service described in Section 3.01.

4.00RELEASE

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In exchange for the payments and benefits described in section 2.02 of this Agreement, upon termination the Executive and the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and assigns (together, the “Executive Representatives”) agree to execute a release forever discharging the Company, the Group and each Group Member and their executives, officers, directors, agents, attorneys, successors and assigns, from any and all claims, suits and/or causes of action that grow out of or are in any way related to the Executive’s recruitment to or employment with the Company and all Group Members, other than: (i) any claim that the Company has breached this Agreement, and (ii) any charge filed with an administrative agency (although Executive and Executive Representatives waives any right to recover any money or other benefits arising from such charge(s)).. This release includes, but is not limited to, any claims that the Company, the Group or any Group Member violated the Employee Retirement and Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Worker’s Benefit Protection Act; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964 (as amended); the Family and Medical Leave Act; any law prohibiting discrimination, harassment or retaliation in employment; any claim of promissory estoppel or detrimental reliance, defamation, intentional infliction of emotional distress; or the public policy of any state, or any federal, state or local law. If the Executive or the Executive Representatives fails to execute this release, the Executive or the Executive Representatives agrees to forego any payment from the Company as if the Executive had terminated employment voluntarily. Specifically, the Executive and Executive Representatives agree that a necessary condition for the payment of any of the amounts described in Section 2.00 in the event of termination is the Executive’s or the Executive Representatives’ execution of this release upon termination of employment. The Executive acknowledges that the Executive is an experienced senior executive knowledgeable about the claims that might arise in the course of employment with the Company and knowingly agrees that the payments upon termination provided for in this Agreement are satisfactory consideration for the release of all possible claims. The Executive is advised to consult with an attorney prior to executing this Agreement. Upon termination, the Executive or the Executive Representatives will receive 21 days to consider this release. The Executive or the Executive Representatives may revoke consent to the release by delivering a written notice of such revocation to the Company within seven days of signing the release. If the Executive or Executive Representatives revokes consent to the release, the release will become null and void and the Executive or the Executive Representatives must return any compensation received under Section 2.02 of this Agreement, except salary the Executive earned for actual work.

5.00INSURANCE

To the extent permitted by law and its organizational documents, the Company will include the Executive under any liability insurance policy the Company maintains for employees of comparable status. The level of coverage will be at least as favorable to the Executive (in amount and each other material respect) as the coverage of other employees of comparable status. This obligation to provide insurance for the Executive will survive termination of this Agreement with respect to proceedings or threatened proceedings based on acts or omissions occurring during the Executive’s employment with the Company or with any Group Member.

6.00ARBITRATION

6.01Acknowledgement of Arbitration. Unless stated otherwise in this Agreement, the Parties agree that arbitration is the sole and exclusive remedy for each of them to resolve and redress any dispute, claim or controversy involving the interpretation of this Agreement or the

8 Initials:/s/MM Date:4/28/2014

terms, conditions or termination of this Agreement or the terms, conditions or termination of Executive’s employment with the Group and with each Group Member, including any claims for any tort, breach of contract, violation of public policy or discrimination, whether such claim arises under federal or state law.

6.02Scope of Arbitration. The Executive expressly understands and agrees that claims subject to arbitration under this section include asserted violations of the Employee Retirement and Income Security Act of 1974; the Age Discrimination in Employment Act; the Older Worker’s Benefit Protection Act; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964 (as amended); the Family and Medical Leave Act; any law prohibiting discrimination, harassment or retaliation in employment; any claim of promissory estoppel or detrimental reliance, defamation, intentional infliction of emotional distress; or the public policy of any state, or any federal, state or local law.

6.03Effect of Arbitration. The Parties intend that any arbitration award relating to any matter described in Section 6.00 will be final and binding on them and that a judgment on the award may be entered in any court of competent jurisdiction, and enforcement may be had according to the terms of that award. This section will survive the termination or expiration of this Agreement.

6.04Location of Arbitration. Arbitration will be held in Columbus, Ohio, and will be conducted by a retired federal judge or other qualified arbitrator. The arbitrator will be mutually agreed upon by the Parties and the arbitration will be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The Parties will have the right to conduct discovery pursuant to the Federal Rules of Civil Procedure; provided, however, that the arbitrator will have the authority to establish an expedited discovery schedule and cutoff and to resolve any discovery disputes. The arbitrator will have no jurisdiction or authority to change any provision of this Agreement by alterations of, additions to or subtractions from the terms of this Agreement. The arbitrator’s sole authority will be to interpret or apply any provision(s) of this Agreement or any public law alleged to have been violated. The arbitrator will be limited to awarding compensatory damages, including unpaid wages or benefits, but, to the extent allowed by law, will have no authority to award punitive, exemplary or similar-type damages.

6.05Time for Initiating Arbitration. Any claim or controversy not sought to be submitted to arbitration, in writing, within 120 days of the date the Party asserting the claim knew, or through reasonable diligence should have known, of the facts giving rise to that Party’s claim, will be deemed waived and the Party asserting the claim will have no further right to seek arbitration or recovery with respect to that claim or controversy. Both Parties agree to strictly comply with the time limitation specified in Section 6.00. For purposes of this section, a claim or controversy is sought to be submitted to arbitration on the date the complaining Party gives written notice to the other that [1] an issue has arisen or is likely to arise that, unless resolved otherwise, may be resolved through arbitration under Section 6.00 and [2] unless the issue is resolved otherwise, the complaining Party intends to submit the matter to arbitration under the terms of Section 6.00.

6.06Costs of Arbitration. The Company will bear the arbitrator’s fee and other costs associated with any arbitration, unless the arbitrator, acting under Federal Rule of Civil Procedure 54(b), elects to award these fees to the Company.

9 Initials:/s/MM Date:4/28/2014

6.07Arbitration Exclusive Remedy. The Parties acknowledge that, because arbitration is the exclusive remedy for resolving issues arising under this Agreement, neither Party may resort to any federal, state or local court or administrative agency concerning breaches of this Agreement or any other matter subject to arbitration under Section 6.00, except as otherwise provided in this Agreement, and that the decision of the arbitrator will be a complete defense to any suit, action or proceeding instituted in any federal, state or local court before any administrative agency with respect to any arbitrable claim or controversy.

6.08Waiver of Jury. The Executive and the Company each waive the right to have a claim or dispute with one another decided in a judicial forum or by a jury, except as otherwise provided in this Agreement.

7.00GENERAL PROVISIONS

7.01Representation of Executive. The Executive represents and warrants that the Executive is not under any contractual or legal restraint that prevents or prohibits the Executive from entering into this Agreement or performing the duties and obligations described in this Agreement.

7.02Modification or Waiver; Entire Agreement. No provision of this Agreement may be modified or waived except in a document signed by the Executive and the Company’s Chief Executive Officer or other person designated by the Company’s Board of Directors. This Agreement, and any attachments referenced in the Agreement, constitute the entire agreement between the Parties regarding the employment relationship described in this Agreement, and any other agreements are terminated and of no further force or legal effect. No agreements or representations, oral or otherwise, with respect to the Executive’s employment relationship with the Company have been made or relied upon by either Party which are not set forth expressly in this Agreement.

7.03Governing Law; Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application of any provision of this Agreement to any person or circumstance, is, for any reason and to any extent, held invalid or unenforceable, such invalidity and unenforceability will not affect the remaining provisions of this Agreement of its application to other persons or circumstances, all of which will be enforced to the greatest extent permitted by law and the Executive and the Company agree that the arbitrator (or judge) is authorized to reform the invalid or enforceable provision [1] to the extent needed to avoid the invalidity or unenforceability and [2] in a manner that is as similar as possible to the intent (as described in this Agreement). The validity, construction and interpretation of this Agreement and the rights and duties of the Parties will be governed by the laws of the State of Ohio, without reference to the Ohio choice of law rules.

7.04No Waiver. Except as otherwise provided in Section 6.05, failure to insist upon strict compliance with any term of this Agreement will not be considered a waiver of any such term.

7.05 Withholding. All payments made to the Executive under this Agreement will be reduced by any amount:

[1]     That the Company is required to withhold in advance payment of the Executive’s federal, state and local income, wage and employment tax liability; and

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[2]    To the extent allowed by law, that the Executive owes (or, after employment is deemed to owe) to the Company.

However, application of Section 7.05[2] will not extinguish the Company’s right to seek additional amounts from the Executive (or to pursue other appropriate remedies) to the extent that the amount that may be recovered by application of Section 7.05[2] does not fully discharge the amount the Executive owes to the Company and does not preclude the Company from proceeding directly against the Executive without first exhausting its right of recovery under Section 7.05[2].

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7.06Survival. Subject to the terms of the Executive’s Beneficiary designation form, the Parties agree that the covenants and promises set forth in this Agreement will survive the termination of this Agreement and continue in full force and effect.

7.07Miscellaneous.

[1]    The Executive may not assign any right or interest to, or in, any payments payable under this Agreement; provided, however, that this prohibition does not preclude the Executive from designating in writing one or more beneficiaries to receive any amount that may be payable after the Executive’s death and does not preclude the legal representative of the Executive’s estate from assigning any right under this Agreement to the person or persons entitled to it.

[2]    This Agreement will be binding upon and will inure to the benefit of the Executive, the Executive’s heirs and legal representatives and the Company and its successors.

[3]    The headings in this Agreement are inserted for convenience of reference only and will not be a part of or control or affect the meaning of any provision of the Agreement.

7.08Successors to Company. This Agreement may and will be assigned or transferred to, and will be binding upon and will inure to the benefit of, any successor of the Company, and any successor will be substituted for the Company under the terms of this Agreement. As used in this Agreement, the term “successor” means any person, firm, corporation or business entity which at any time, whether by merger, purchase or otherwise, acquires all or essentially all of the assets of the business of the Company. Notwithstanding any assignment, the Company will remain, with any successor, jointly and severally liable for all its obligations under this Agreement.

7.09IRC Section 409A Compliance. The parties will administer this Agreement in a good faith attempt to avoid imposition on Executive of penalties under Section 409A of the Internal Revenue Code of 1986 and the guidance promulgated thereunder. If Executive is a “specified employee” as defined under Section 409A, and to the extent any payments under this Agreement are otherwise payable in the period beginning with the termination date and ending six months after the termination date and would subject Executive to penalties under Section 409A, such payments will be delayed, aggregated, and paid as soon as practicable after the date that is six months after the date of termination.

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IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement, which includes an arbitration provision, and consists of 13 pages.

EXECUTIVE

By:/s/Mary Meixelsperger

Dated: 4/28/2014

DSW INC.

By: /s/Thomas Jessep    

Dated: 4/28/2014

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EX-21.1

EXHIBIT 21.1

LIST OF SUBSIDIARIES

DSW Inc.
Ref. No.	Name	Jurisdiction of Incorporation	Parent Company No.
1	DSW Inc.	Ohio	N/A
2	DSW Shoe Warehouse, Inc.	Missouri	1
3	Brand Card Services LLC	Ohio	1
4	DSW Information Technology LLC	Ohio	1
5	eTailDirect LLC	Delaware	2
6	Mint Studio LLC	Ohio	1
7	DSW MS LLC	Ohio	1
8	DSW Leased Business Division LLC aka Affiliated Business Group	Ohio	2
9	810 AC LLC	Ohio	1
10	DSW PR LLC	Puerto Rico	2
11	Retail Ventures Services, Inc.	Ohio	7
12	DSW Shoe Warehouse Lux S.a.r.l.	Luxembourg	2
13	DSW Canada TS, Inc.	Canada	12

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-126244, 333-159849, and 333-172631 on Form S-8 and No. 333-176236 on Form S-3 of our report dated March 26, 2015, relating to the consolidated financial statements of DSW Inc. and subsidiaries (“DSW”), and the effectiveness of DSW’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of DSW for the year ended January 31, 2015.

/s/ DELOITTE & TOUCHE LLP

Columbus, Ohio

March 26, 2015

EX-24.1

	EXHIBIT 24.1
POWER OF ATTORNEY
Each director and/or officer of DSW Inc. (the "Corporation") whose signature appears below hereby appoints Mary Meixelsperger and William L. Jordan as the undersigned's attorney or any of them individually as the undersigned's attorney, to sign, in the undersigned's name and behalf and in any and all capacities stated below, and to cause to be filed with the Securities and Exchange Commission (the "Commission"), the Corporation's Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended January 31, 2015, and likewise to sign and file with the Commission any and all amendments to the Form 10-K, and the Corporation hereby appoints such persons as its attorneys-in-fact and each of them as its attorney-in-fact with like authority to sign and file the Form 10-K and any amendments thereto granting to each attorney-in-fact full power of substitution and revocation, and hereby ratifying all that any such attorney-in-fact or the undersigned's substitute may do by virtue hereof.
IN WITNESS WHEREOF, we have hereunto set our hands effective as of the 17th date of February 2015.
Signature	Title
/s/ Michael R. MacDonald	President and Chief Executive Officer and Director
Michael R. MacDonald	(Principal Executive Officer)
/s/ Mary Meixelsperger	Senior Vice President and Chief Financial Officer
Mary Meixelsperger	(Principal Financial Officer)
/s/ Jay L. Schottenstein	Executive Chairman of the Board and Director
Jay L. Schottenstein
/s/ Henry Aaron	Director
Henry Aaron
/s/ Elaine J. Eisenman	Director
Elaine J. Eisenman
/s/ Carolee Friedlander	Director
Carolee Friedlander
/s/ Joanna T. Lau	Director
Joanna T. Lau
/s/ Philip B. Miller	Director
Philip B. Miller
/s/ James O'Donnell	Director
James O'Donnell
/s/ Joseph A. Schottenstein	Director
Joseph A. Schottenstein
/s/ Harvey L. Sonnenberg	Director
Harvey L. Sonnenberg
/s/ Allan J. Tanenbaum	Director
Allan J. Tanenbaum

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Michael R. MacDonald, certify that:

1.      I have reviewed this annual report on Form 10-K of DSW Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	March 26, 2015	By:	/s/ Michael R. MacDonald
			Michael R. MacDonald,
			President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Mary Meixelsperger, certify that:

1.      I have reviewed this annual report on Form 10-K of DSW Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	March 26, 2015	By:	/s/ Mary Meixelsperger
			Mary Meixelsperger, Senior Vice President and
			Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION*

In connection with the Annual Report of DSW Inc. (the “Company”) on Form 10-K for the fiscal year ended January 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael R. MacDonald, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated:	March 26, 2015	By:	/s/ Michael R. MacDonald
			Michael R. MacDonald, President and Chief Executive Officer

* This Certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION *

In connection with the Annual Report of DSW Inc. (the “Company”) on Form 10-K for the fiscal year ended January 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mary Meixelsperger, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated:	March 26, 2015	By:	/s/ Mary Meixelsperger
			Mary Meixelsperger,
			Senior Vice President and Chief Financial Officer

* This Certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

A signed original of this written statement required by 18 U.S.C. § 1350 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Stock-based Compensation (Tables)

12 Months Ended

Jan. 31, 2015

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity [Table Text Block]

The fair value of the SARs was estimated using the Black-Scholes pricing model with the following assumptions for the period presented:

Assumptions:	As of January 31, 2015
Risk-free interest rate	0.6%
Expected volatility of DSW Common Shares	24.9%
Expected term	2.3 years
Expected dividend yield	2.3%

Stock Option Plan Activity

the following tables summarize stock option activity, related per share weighted average exercise prices (“WAEP”), weighted average remaining contract life and aggregate intrinsic value (shares and intrinsic value in thousands):

	Fiscal
	2014				2013				2012
	Shares		WAEP		Shares		WAEP		Shares		WAEP
Outstanding beginning of year	3,347		$	17.62	3,694		$	14.50	5,016		$	11.22
Granted	502		$	34.49	492		$	31.75	674		$	27.47
Increase in options from dividend adjustment	—		—		—		—		128		—
Exercised	(505	)	$	10.22	(748	)	$	10.99	(2,004	)	$	9.62
Forfeited	(188	)	$	27.32	(91	)	$	21.79	(120	)	$	15.82
Outstanding end of year	3,156		$	20.91	3,347		$	17.62	3,694		$	14.50
Options exercisable end of year	1,682		$	15.16	1,430		$	13.08	1,260		$	12.76

Weighted-average Assumptions Used for Options Granted

The following table illustrates the weighted-average assumptions used in the Black-Scholes pricing model for options granted in each of the periods presented:

	Fiscal
Assumptions:	2014	2013	2012
Risk-free interest rate	1.8%	0.7%	1.2%
Annual volatility of DSW Common Shares	44.5%	53.4%	56.2%
Expected option term	5.4 years	4.7 years	5.5 years
Dividend yield	2.3%	1.3%	1.2%
Other Data:
Weighted average grant date fair value	$11.82	$12.85	$12.59

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block]

As of January 31, 2015:	Shares	WAEP		Weighted Average Remaining Contract Life	Aggregate Intrinsic Value
Options exercisable	1,682	$	15.16	4.3 years	$	34,316
Options expected to vest	1,285	$	27.65	7.7 years	10,177
Options vested and expected to vest	2,967	$	20.57	5.8 years	$	44,493

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

Year of Grant	Range of Exercise Prices				Weighted Average Remaining Contract Life	Options Outstanding					Options Exercisable
	Min		Max			Options Outstanding	WAEP		Aggregate Intrinsic Value		Options Exercisable	WAEP		Aggregate Intrinsic Value
2005 - expire 2015	$	8.84	$	8.84	0.4 years	109	$	8.84	$	2,908	109	$	8.84	$	2,908
2006 - expire 2016	$	12.93	$	14.50	1.6 years	93	$	12.99	2,110		93	$	12.99	2,110
2007 - expire 2017	$	10.42	$	19.94	2.2 years	301	$	19.83	4,735		301	$	19.83	4,735
2008 - expire 2018	$	6.01	$	9.15	3.2 years	170	$	6.19	5,006		170	$	6.19	5,006
2009 - expire 2019	$	4.65	$	7.00	4.2 years	176	$	4.76	5,415		176	$	4.76	5,415
2010 - expire 2020	$	12.34	$	12.38	5.1 years	503	$	12.37	11,659		352	$	12.37	8,170
2011 - expire 2021	$	17.43	$	22.71	6.1 years	428	$	17.49	7,737		221	$	17.48	3,996
2012 - expire 2022	$	26.66	$	27.18	7.2 years	519	$	26.67	4,611		194	$	26.67	1,721
2013 - expire 2023	$	31.68	$	31.68	8.1 years	392	$	31.68	1,520		66	$	31.68	255
2014 - expire 2024	$	25.24	$	37.88	9.3 years	465	$	34.40	539		0	$	—	—
Total	$	4.65	$	37.88	5.9 years	3,156	$	20.91	$	46,240	1,682	$	15.16	$	34,316

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest [Table Text Block]

				Weighted Average	Aggregate
				Remaining	Intrinsic
As of January 31, 2015:	Units	GDFV		Contract Life	Value
RSUs expected to vest	255	$	29.40	1.3 years	$	9,066

Restricted Stock Unit Activity

the following tables summarize RSU activity, weighted average grant date fair value (“GDFV”) and aggregate intrinsic value (units and intrinsic value in thousands):

	Fiscal
	2014				2013				2012
	Units		GDFV		Units		GDFV		Units		GDFV
Outstanding beginning of year	377		$	23.41	436		$	15.39	546		$	9.33
Granted	103		$	34.53	92		$	35.50	114		$	27.48
Vested	(114	)	$	14.11	(136	)	$	5.51	(208	)	$	5.86
Forfeited	(46	)	$	29.55	(15	)	$	29.46	(16	)	$	16.82
Outstanding end of year	320		$	29.21	377		$	23.41	436		$	15.39

Schedule of Share-based Compensation Arrangements by Share-based Payment Award, Performance-Based Restricted Stock Units, Vested and Expected to Vest [Table Text Block]

				Weighted Average	Aggregate
				Remaining	Intrinsic
As of January 31, 2015:	Units	GDFV		Contract Life	Value
PSUs expected to vest	142	$	33.50	1.9 years	$	5,052

Performance Based Restricted Stock Units Activity [Table Text Block]

the following tables summarize PSU activity, GDFV and aggregate intrinsic value (units and intrinsic value in thousands):

	Fiscal
	2014				2013
	Units		GDFV		Units	GDFV
Outstanding beginning of year	69		$	31.76	—	$	—
Granted	111		$	34.52	69	$	31.76
Vested	—		—		—	$	—
Forfeited	(7	)	$	32.74	—	$	—
Outstanding end of year	173		$	33.50	69	$	31.76

Director Stock Unit Activity

The following table summarizes director stock unit activity (units in thousands):

	Fiscal
	2014		2013		2012
Outstanding beginning of year	330		316		384
Granted	52		34		54
Exercised	(22	)	(20	)	(122	)
Outstanding end of year	360		330		316

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]

The following table summarizes stock-based compensation expense for the periods presented:

	Fiscal
	2014		2013		2012
	(in thousands)
Stock Options	$	5,827	$	5,891	$	5,459
Restricted Stock Units	2,097		1,797		1,511
Performance-Based Restricted Stock Units	1,324		503		—
Director Stock Units	1,247		1,151		1,110
Total	$	10,495	$	9,342	$	8,080

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Significant Accounting Policies (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	May 09, 2014
New Store Costs [Abstract]
Pre-Opening Costs	$ 8,700,000	$ 7,900,000	$ 16,000,000
Marketing Expense [Abstract]
Marketing Expense	59,900,000	56,200,000	55,900,000
Other Income and Expenses [Abstract]
Other Operating Income	17,300,000	14,100,000	14,500,000
Financial Instruments [Abstract]
Credit and Debit Card Receivables, at Carrying Value	16,100,000	13,200,000
Concentration of Vendor Risk [Abstract]
Property, Plant and Equipment, Useful Life	39 years
Asset Impairment and Long-lived Assets [Abstract]
Impairment of Long-Lived Assets Held-for-use	5,095,000	809,000	0
Self-insurance Reserves [Abstract]
Self Insurance Reserve	4,000,000	3,000,000
Town Shoe Acquisition, Purchase Price for Ownership Interest (CAD)				75,100,000
Town Shoe Acquisition, Purchase Price for Ownership Interest (USD)				68,900,000
Effect of Exchange Rate on Cash	600,000
Rental Income [Member]
Other Income and Expenses [Abstract]
Other Operating Income (Expense), Net	4,500,000	5,100,000	1,200,000
Supplier Concentration Risk [Member]
Concentration of Vendor Risk [Abstract]
Concentration Risk, Percentage	18.00%	19.00%	18.00%
Minimum [Member] | Furniture and Fixtures [Member]
Concentration of Vendor Risk [Abstract]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] | Building and Building Improvements [Member]
Concentration of Vendor Risk [Abstract]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member] | Furniture and Fixtures [Member]
Concentration of Vendor Risk [Abstract]
Property, Plant and Equipment, Useful Life	10 years
Maximum [Member] | Building and Building Improvements [Member]
Concentration of Vendor Risk [Abstract]
Property, Plant and Equipment, Useful Life	20 years
Insurance Claims [Member]
Other Income and Expenses [Abstract]
Other Operating Income (Expense), Net			$ 5,300,000
Yellow Box [Member]
Number of stores supplied by the entity	4

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Income Taxes (Tables)

12 Months Ended

Jan. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

Income Tax Provision- The following table presents the composition of the provision for income taxes for continuing operations for the periods presented:

	Fiscal
	January 31, 2015			February 1, 2014			February 2, 2013
Current:	(in thousands)
Federal	$	80,205		$	36,407		$	14,070
Foreign	717			22			—
State and local	16,152			14,817			9,193
Total current tax expense	97,074			51,246			23,263
Deferred:
Federal	(1,616		)	42,557			70,158
State and local	255			(1,098		)	2,006
Total deferred tax expense	(1,361		)	41,459			72,164
Income tax provision	$	95,713		$	92,705		$	95,427

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

Rate Reconciliation- The following table presents a reconciliation of the expected income taxes for continuing operations based upon the statutory federal income tax rate:

	Fiscal
	January 31, 2015			February 1, 2014			February 2, 2013
	(in thousands)
Income tax expense at federal statutory rate	$	87,059		$	85,402		$	84,215
State and local taxes-net	8,808			8,532			7,631
Warrants	—			—			2,142
Other	(154		)	(1,229		)	1,439
Income tax provision	$	95,713		$	92,705		$	95,427

Summary of Deferred Tax Assets and Liabilities [Table Text Block]

Deferred Tax Assets and Liabilities- The following tables present the deferred tax assets and liabilities and the components of deferred tax assets and liabilities as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Current deferred tax assets	$	19,747	$	18,130
Non-current deferred tax assets	11,332		11,587
Total net deferred tax asset	$	31,079	$	29,717

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	January 31, 2015			February 1, 2014
	(in thousands)
Deferred tax assets:
State net operating loss and tax credits	$	701		$	332
Inventory	7,562			5,826
Construction and tenant allowances	6,074			7,441
Stock-based compensation	9,624			7,457
Benefit from uncertain tax positions	100			58
Guarantees	1,185			1,347
Accrued expenses	1,890			961
Accrued rewards	5,918			7,756
Accrued rent	15,395			14,790
Other	14,317			13,068
Total deferred tax assets, gross of valuation allowance	62,766			59,036
Less: valuation allowance	(1,246		)	(860		)
Total deferred tax assets, net of valuation allowance	61,520			58,176
Deferred tax liabilities:
Property and equipment	(27,236		)	(24,214		)
Prepaid expenses	(1,113		)	(957		)
Other	(2,092		)	(3,288		)
Total deferred tax liabilities	(30,441		)	(28,459		)
Total – net deferred tax asset	$	31,079		$	29,717

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

The following table presents the reconciliation of the beginning and ending amount of unrecognized tax benefits as of the periods presented:

	January 31, 2015			February 1, 2014			February 2, 2013
	(in thousands)
Beginning balance	$	1,838		$	1,253		$	2,315
Additions for tax positions taken in the current year	1,621			1,184			400
Reductions for tax positions taken in prior years:
Changes in judgment	—			(69		)	(345		)
Lapses of applicable statutes of limitations	—			(530		)	(755		)
Settlements during the year	(73		)	—			(362		)
Ending balance	$	3,386		$	1,838		$	1,253

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Non-Current Liabilities (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014
Other Liabilities Disclosure [Abstract]
Other Asset Impairment Charges	$ 10,900,000
Construction and tenant allowances	85,244,000	84,464,000
Deferred rent	38,021,000	37,985,000
Other(1)	20,068,000	15,849,000
Total non-current liabilities	$ 143,333,000	$ 138,298,000

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Significant Accounting Policies Intangible Assets, Goodwill and Long-lived Assets (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Feb. 01, 2014
Goodwill [Line Items]
Goodwill	$ 25,899	$ 25,899

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Jan. 31, 2015	Nov. 01, 2014	Aug. 02, 2014	May 03, 2014	Feb. 01, 2014	Nov. 02, 2013	Aug. 03, 2013	May 04, 2013	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Current:
Federal									$ 80,205	$ 36,407	$ 14,070
Current Foreign Tax Expense (Benefit)									717	22	0
State and local									16,152	14,817	9,193
Total current tax expense									97,074	51,246	23,263
Deferred:
Federal									(1,616)	42,557	70,158
State and local									255	(1,098)	2,006
Total deferred tax expense									(1,361)	41,459	72,164
Income tax provision	19,527	31,792	20,824	23,570	17,521	34,331	20,742	20,111	95,713	92,705	95,427
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Income tax expense at federal statutory rate									87,059	85,402	84,215
State and local taxes-net									8,808	8,532	7,631
Warrants									0	0	2,142
Other									(154)	(1,229)	1,439
Income tax provision	19,527	31,792	20,824	23,570	17,521	34,331	20,742	20,111	95,713	92,705	95,427
Deferred Tax Assets, Net, Classification [Abstract]
Current deferred tax assets	19,747				18,130				19,747	18,130
Non-current deferred tax assets	11,332				11,587				11,332	11,587
Deferred tax assets:
State net operating loss and tax credits	701				332				701	332
Inventory	7,562				5,826				7,562	5,826
Construction and tenant allowances	6,074				7,441				6,074	7,441
Stock-based compensation	9,624				7,457				9,624	7,457
Benefit from uncertain tax positions	100				58				100	58
Guarantees	1,185				1,347				1,185	1,347
Accrued expenses	1,890				961				1,890	961
Accrued rewards	5,918				7,756				5,918	7,756
Accrued rent	15,395				14,790				15,395	14,790
Other	14,317				13,068				14,317	13,068
Total deferred tax assets, gross of valuation allowance	62,766				59,036				62,766	59,036
Less: valuation allowance	(1,246)				(860)				(1,246)	(860)
Total deferred tax assets, net of valuation allowance	61,520				58,176				61,520	58,176
Deferred tax liabilities:
Property and equipment	(27,236)				(24,214)				(27,236)	(24,214)
Prepaid expenses	(1,113)				(957)				(1,113)	(957)
Other	(2,092)				(3,288)				(2,092)	(3,288)
Total deferred tax liabilities	(30,441)				(28,459)				(30,441)	(28,459)
Total – net deferred tax asset	$ 31,079				$ 29,717				$ 31,079	$ 29,717

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Benefit Plans (Tables)

12 Months Ended

Feb. 01, 2014

Compensation and Retirement Disclosure [Abstract]

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

The following table provides additional detail regarding the composition of and reclassification adjustments out of accumulated other comprehensive loss for the periods presented:

	Fiscal
	2013			2012			Location on Consolidated Statements of Operations
	(in thousands)
Beginning Balance	$	(8,758	)	$	(8,486	)
Reclassification adjustments:
Reclassification to net income due to settlement of the pension plan	14,224			—			Operating expenses
Tax benefit of the settlement of the pension plan	(5,289		)	—			Income tax provision
Other changes to accumulated other comprehensive loss:
Change in minimum pension liability	(177		)	(413		)
Unrealized gains on securities	—			141
Ending Balance	$	—		$	(8,758	)

Schedule of Accumulated and Projected Benefit Obligations [Table Text Block]

The following table provides a reconciliation of projected benefit obligations, plan assets and funded status of the plan as of the period presented:

		February 1, 2014
	(in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year		$	23,005
Interest cost		843
Benefits paid		(23,218		)
Settlement gain		(270		)
Actuarial gain		(360		)
Projected benefit obligation at end of year		—
Change in plan assets:
Fair market value at beginning of year		18,461
Actual loss on plan assets		(97		)
Employer contributions		5,027
Benefits paid		(23,218		)
Other		(173		)
Fair market value at end of year		$	—

Components of Net Periodic Benefit Cost

The components of net periodic benefit cost are comprised of the following for the periods presented:

	Fiscal
	2013			2012
	(in thousands)
Interest cost	$	843		$	919
Expected return on plan assets	(808		)	(1,208		)
Loss recognized due to settlements	14,224			67
Amortization of net loss	494			398
Net periodic benefit cost	$	14,753		$	176

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

For the periods presented, other changes in plan assets and benefit obligations recognized in net periodic cost and other comprehensive income loss consist of:

	Fiscal
	2013			2012
	(in thousands)
Net actuarial loss	$	671		$	1,717
Loss recognized due to settlements	(14,224		)	(67		)
Amortization of net loss	(494		)	(398		)
Total recognized in other comprehensive (income) loss	(14,047		)	1,252
Net periodic benefit cost	14,753			176
Total recognized in net periodic benefit cost and other comprehensive income	$	706		$	1,428

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Segment Reporting (Policies)

12 Months Ended

Jan. 31, 2015

Segment Reporting [Abstract]

Segment Reporting

The reportable segments are the DSW segment, which includes DSW stores and dsw.com, and the Affiliated Business Group segment. The Company has identified such segments based on internal management reporting and responsibilities and measures segment profit as gross profit, which is defined as net sales less cost of sales. All operations are located in the United States and its territories.

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Income Taxes Income Tax Contingencies (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 3,400,000	$ 1,800,000	$ 1,300,000
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized Tax Benefits, Beginning Balance	1,838,000	1,253,000	2,315,000
Settlements during the year	1,621,000	1,184,000	400,000
Unrecognized Tax Benefits, Period Increase (Decrease)	0	(69,000)	(345,000)
Reductions for tax positions taken in prior years:	0	(530,000)	(755,000)
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	(73,000)	0	(362,000)
Unrecognized Tax Benefits, Ending Balance	3,386,000	1,838,000	1,253,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract]
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 500,000	$ 200,000

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Benefit Plans Other Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Defined Benefit Plan Disclosure [Line Items]
Description of Defined Contribution Pension and Other Postretirement Plans	As of the first day of the month following an employee’s completion of six months and 500 hours of service as defined under the terms of the 401(k) Plan, the Company matches employee deferrals, 100% on the first 3% of eligible compensation deferred and 50% on the next 2% of eligible compensation deferred.
Defined Contribution Plan, Cost Recognized	$ 3.2	$ 3.1	$ 2.4
Deferred Compensation Liability, Classified, Noncurrent	$ 2.2	$ 2.3

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Related Party Transactions (Details) (USD $) Share data in Millions, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	Nov. 01, 2012
Schottenstein Affiliates [Abstract]
Outstanding common shares owned (in hundredths)	17.00%
Combined voting power of outstanding common shares (in hundredths)	49.00%
Number of Class A Common Shares owned by Schottenstein Affiliates (in shares)	7.3
Number of Class B Common Shares owned by Schottenstein Affiliates (in shares)	7.7
Purchase of Corporate Office and Distribution Center [Abstract]
Contribution to cost for replacing the roof of building				$ 3,000,000
Management fee paid to Schottenstein Affiliate, percentage (in hundredths)	4.00%
Related Party Transaction, Expenses from Transactions with Related Party	200,000
Payments for Rent			2,600,000
Common Control Assets Acquired Investing Cash Flows Impact	0	0	32,443,000
Common Control Assets Acquired Financing Cash Flows Impact	0	0	(39,557,000)
Asset acquisition, cash paid				(72,000,000)
Less: Tenant allowances and deferred rent				(8,310,000)
Property, Plant and Equipment, Other, Net				24,133,000
Tax Effect of Common Control Asset purchase	0	0	17,877,000
Tax Effect of Basis Difference Related to Acquisition of Common Control Entity		(3,300,000)	(3,313,000)
Basis difference related to acquisition of commonly controlled entity	(24,993,000)	(24,993,000)
Related Party Investment [Abstract]
Return of Capital from Related Party Investment			1,200,000
Other Related Party Transactions [Abstract]
Related Party Transaction, Purchases from Related Party	900,000	900,000	1,300,000
Reimbursements received from related parties		$ 1,800,000	$ 200,000

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Commitments and Contingencies Legal Proceedings (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 02, 2013
Gain (Loss) Related to Litigation Settlement [Abstract]
DSW loss	$ 6.0
Insurance Claims [Member]
Gain (Loss) Related to Litigation Settlement [Abstract]
Loss Contingency, Damages Sought, Value	6.8
Received insurance carrier		7.2
Accrued Interest		1.9
Interest Income, Operating		1.9
Other Operating Income (Expense), Net		$ 5.3

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Subsequent Event (Details) (USD $)	9 Months Ended	12 Months Ended
	Nov. 01, 2014	Jan. 31, 2015
Subsequent Events [Abstract]
Dividends Payable, Date to be Paid		Mar. 31, 2015
Dividends Payable, Date Declared		Feb. 17, 2015
Common Stock, Dividends, Per Share, Declared	$ 0.1875	$ 0.20
Dividends Payable, Date of Record		Mar. 20, 2015

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Segment Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Jan. 31, 2015	Nov. 01, 2014	Aug. 02, 2014	May 03, 2014	Feb. 01, 2014	Nov. 02, 2013	Aug. 03, 2013	May 04, 2013	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Segment information [Abstract]
Net sales	$ 640,177	$ 669,872	$ 587,096	$ 598,947	$ 572,267	$ 632,976	$ 562,063	$ 601,362	$ 2,496,092	$ 2,368,668	$ 2,257,778
Total assets	1,438,243				1,421,244				1,438,243	1,421,244
Goodwill	25,899				25,899				25,899	25,899
Number of Reportable Segments									2
DSW [Member]
Segment information [Abstract]
Net sales									2,352,464	2,230,996	2,125,262
Gross profit									726,630	710,972	696,854
Capital Expenditures									90,215	83,231	99,326
Total assets	1,263,577				1,340,629				1,263,577	1,340,629
Affiliated Business Group segment [Member]
Segment information [Abstract]
Net sales									143,628	137,672	132,516
Gross profit									28,391	28,315	27,866
Capital Expenditures									3,099	569	426
Total assets	104,897				80,221				104,897	80,221
Other [Member]
Segment information [Abstract]
Net sales									0	0	0
Gross profit									0	0	0
Capital Expenditures									0	0	0
Total assets	69,769				394				69,769	394
Operating Segments [Member]
Segment information [Abstract]
Net sales									2,496,092	2,368,668	2,257,778
Gross profit									755,021	739,287	724,720
Capital Expenditures									93,314	83,800	99,752
Total assets	$ 1,438,243				$ 1,421,244				$ 1,438,243	$ 1,421,244

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Leases (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Operating Leased Assets [Line Items]
Number of Stores	431
Operating Leases, Rent Expense, Net [Abstract]
Total	$ 188,459,000	$ 177,727,000	$ 166,418,000
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating Leases, Future Minimum Payments Due, Next Twelve Months	183,635,000
Operating Leases, Future Minimum Payments, Due in Two Years	172,263,000
Operating Leases, Future Minimum Payments, Due in Three Years	151,361,000
Operating Leases, Future Minimum Payments, Due in Four Years	130,171,000
Operating Leases, Future Minimum Payments, Due in Five Years	112,854,000
Operating Leases, Future Minimum Payments, Due Thereafter	378,699,000
Operating Leases, Future Minimum Payments Due	1,128,983,000
Operating Leases, Future Minimum Payments, Sublease Rental Income Reduction	1,400,000
Unrelated Party [Member]
Operating Leases, Rent Expense, Net [Abstract]
Operating Leases, Rent Expense, Contingent Rentals	31,499,000	29,639,000	26,502,000
Operating Leases, Rent Expense, Minimum Rentals	147,771,000	137,602,000	127,061,000
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating Leases, Future Minimum Payments Due, Next Twelve Months	174,196,000
Operating Leases, Future Minimum Payments, Due in Two Years	163,308,000
Operating Leases, Future Minimum Payments, Due in Three Years	143,153,000
Operating Leases, Future Minimum Payments, Due in Four Years	125,780,000
Operating Leases, Future Minimum Payments, Due in Five Years	109,039,000
Operating Leases, Future Minimum Payments, Due Thereafter	371,577,000
Operating Leases, Future Minimum Payments Due	1,087,053,000
Schottenstein Affiliates [Member]
Operating Leased Assets [Line Items]
Number of Stores	19
Operating Leases, Rent Expense, Net [Abstract]
Operating Leases, Rent Expense, Minimum Rentals	9,189,000	10,486,000	12,855,000
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating Leases, Future Minimum Payments Due, Next Twelve Months	9,439,000
Operating Leases, Future Minimum Payments, Due in Two Years	8,955,000
Operating Leases, Future Minimum Payments, Due in Three Years	8,208,000
Operating Leases, Future Minimum Payments, Due in Four Years	4,391,000
Operating Leases, Future Minimum Payments, Due in Five Years	3,815,000
Operating Leases, Future Minimum Payments, Due Thereafter	7,122,000
Operating Leases, Future Minimum Payments Due	41,930,000
Annual Rental Income, Related Party	200,000
Rental Income, Related Party	$ 100,000	$ 200,000	$ 100,000

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Commitments and Contingencies

12 Months Ended

Jan. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Legal Proceedings- The Company is involved in various legal proceedings that are incidental to the conduct of its business. Although it is not possible to predict with certainty the eventual outcome of any litigation, in the opinion of management, the amount of any potential liability with respect to current legal proceedings will not be material to results of operations or financial condition. As additional information becomes available, the Company will assess the potential liability related to its pending litigation and revise the estimates as needed.

As previously reported, on March 8, 2005, RVI announced that it had learned of the theft of credit card and other information from a portion of DSW's customers. In fiscal 2005, DSW Inc. incurred a loss of approximately $6.0 million related to this incident. DSW Inc. filed a claim for coverage with its insurance carrier, which the insurance carrier denied. DSW Inc. brought suit in federal district court and won a ruling that coverage applied and was awarded $6.8 million in damages. The insurance company appealed that decision, and oral arguments on the appeal occurred in July 2012. On August 23, 2012, DSW Inc. received notification from the Sixth Circuit Court of Appeals that the damages award was affirmed, and in September 2012, DSW Inc. received $7.2 million from the insurance carrier, $1.9 million of which represented accrued interest on the award. As this was a gain contingency resulting from a litigation, DSW Inc. recognized the award at the time of receipt of cash from the insurance carrier. In the statement of operations, $5.3 million was classified as other operating income, which was included in operating expenses, and $1.9 million related to interest was classified as interest income.

Guarantees and Liabilities related to Discontinued Operations-As of the effective time of the Merger, a subsidiary of DSW Inc. assumed the obligations under RVI’s guarantees related to discontinued operations. DSW Inc. may become subject to various risks related to guarantees and in certain circumstances may be responsible for certain other liabilities related to discontinued operations. Changes in the amount of guarantees and liabilities related to discontinued operations are included in the loss from discontinued operations on the statements of operations. When a liability is probable and there is a range of estimated loss, the Company records its estimated liability related to the guarantee. Additionally, if the underlying obligations are paid down or otherwise liquidated by the primary obligor, subject to certain statutory requirements, the Company will recognize a reduction of the associated liability.

Filene’s Basement- Following the Merger, a subsidiary of DSW Inc., Merger Sub, assumed RVI’s obligations under lease guarantees for three Filene’s Basement retail store locations for leases assumed by Syms in its purchase of Filene’s Basement in fiscal 2009. In fiscal 2011, Syms and Filene’s Basement filed for bankruptcy protection ("2011 Syms and Filene's Basement bankruptcy") and liquidated all of their stores in December 2011. DSW Inc. recorded a liability of$9.0 million related to lease guarantees for two locations in fiscal 2011, and in the first quarter of fiscal 2012 adjusted the liability to $7.0 million based on current information available to DSW Inc., which resulted in an update of DSW Inc.'s most likely estimated liability. DSW Inc. assumed the lease for the third location in fiscal 2011 and is operating a store at this location. In the third quarter of fiscal 2013, DSW Inc. settled the dispute over the guarantee for the Bergen, New Jersey location, and the case was dismissed. As of January 31, 2015, the estimated liability was$3.1 millionfor the remaining guarantee, which is described in more detail below:

Union Square, NY- RVI guaranteed Filene’s Basement’s obligations for the Union Square location when RVI owned Filene’s Basement, and the landlord at the Union Square location has brought a lawsuit against Merger Sub in the Supreme Court of the State of New York ("the Court") seeking payment under the guarantee. In April 2012, the landlord advised Merger Sub that it had signed a lease with a tenant and asserted that Merger Sub is responsible for shortfalls and rent while the space is unoccupied. The landlord filed a motion for summary judgment that the guarantee is enforceable as a matter of law. In April 2013, the Court denied the landlord's motion for summary judgment. The landlord appealed the court's denial of summary judgment. Oral arguments for the appeal were held in February 2014. In September 2014, the appellate court reversed the Court ruling and determined that the guarantee was enforceable, and ordered that a referee determine the amount of the landlord's damages. On February 27, 2015, the parties jointly entered into a Stipulation and Settlement Agreement that provides for the settlement and release of the guaranty litigation and certain claims arising from the Filenes/Syms bankruptcy. The settlement approximated the accrual. The guaranty remains in effect for the term until 2024.

During fiscal 2012, income from discontinued operations, net of tax, was due to reduction in the estimate of liability under lease guarantees for Filene's Basement.

Contractual Obligations-As of January 31, 2015, the Company has entered into various construction commitments, including capital items to be purchased for projects that were under construction, or for which a lease has been signed. The Company’s obligations under these commitments were approximately $6.9 million as of January 31, 2015. In addition, the Company has entered into various noncancelable purchase and service agreements. These agreements expire over the next two years, and the obligations under these agreements were $2.6 million as of January 31, 2015. The Company has also signed lease agreements for 34 new store locations expected to be opened in fiscal 2015 and 2016 with total annual rent of approximately $9.6 million. In connection with the new lease agreements, the Company will receive a total of $13.6 million of construction and tenant allowance reimbursements for expenditures at these locations.

XML

Business Operations Sales by Category (Details)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Womens' [Member]
Percentage of revenue by merchandise category [Abstract]
Concentration Risk, Percentage	61.00%	62.00%	65.00%
Men's [Member]
Percentage of revenue by merchandise category [Abstract]
Concentration Risk, Percentage	18.00%	17.00%	16.00%
Athletic [Member]
Percentage of revenue by merchandise category [Abstract]
Concentration Risk, Percentage	12.00%	12.00%	12.00%
Accessories and Other [Member]
Percentage of revenue by merchandise category [Abstract]
Concentration Risk, Percentage	9.00%	9.00%	7.00%

XML

Property and Equipment, Net (Tables)

12 Months Ended

Jan. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

The balance sheet caption "Property and equipment, net" was comprised of the following as of the periods presented:

	January 31, 2015			February 1, 2014
	(in thousands)
Property and equipment:
Land	$	1,110		$	1,110
Furniture, fixtures and equipment	437,745			387,913
Buildings, building and leasehold improvements	353,283			325,340
Total property and equipment	792,138			714,363
Accumulated depreciation and amortization	(454,235		)	(395,743		)
Property and equipment, net	$	337,903		$	318,620

XML

Commitments and Contingencies Guarantees and Liabilities related to Discontinued Operations (Details) (2011 Syms and Filene's Bankruptcy [Member], USD $) In Millions, unless otherwise specified	Jan. 31, 2015	Feb. 02, 2013	Jan. 28, 2012
2011 Syms and Filene's Bankruptcy [Member]
Syms and Filene's Basement Bankruptcy [Abstract]
Estimated guarantee liability	$ 3.1	$ 7.0	$ 9.0

XML

Related Party Transactions (Tables)

12 Months Ended

Jan. 31, 2015

Related Party Transaction [Line Items]

Schedule of Related Party Transactions [Table Text Block]

The following table highlights the key financial statement line items impacted by the transaction:

Impact on Consolidated Financial Statements	Fiscal 2012			Financial Statement Section/Line item
Impact on the Consolidated Statement of Cash Flows:	(in thousands)
Historical cost carrying amount	$	(32,443	)	Net cash and equivalents used in investing activities from continuing operations
Equity impact of Corporate Headquarters and Distribution Center Acquisition	(39,557		)	Net cash and equivalents used in financing activities from continuing operations
Total cash transferred to the sellers	$	(72,000	)
Impact on the Consolidated Balance Sheet:
Historical cost carrying amount	$	32,443
Less: Tenant allowances and deferred rent	(8,310		)
Total net book value of assets recorded	$	24,133		Property and equipment, net
Impact on the Consolidated Statement of Shareholders' Equity:
Equity impact of Corporate Headquarters and Distribution Center Acquisition	$	(39,557	)
Tax impact of Corporate Headquarters and Distribution Center Acquisition	17,877
Adjustment to the tax impact of basis difference of Corporate Headquarters and Distribution Center Acquisition	(3,313		)
Basis difference related to acquisition of commonly controlled entity	$	(24,993	)	Acquisition of commonly controlled entity

XML

Basis of Presentation Merger with Retail Ventures, Inc. (Details)	12 Months Ended
	Jan. 28, 2012
Merger with RVI [Abstract]
Stockholders Equity Reverse Stock Split Conversion Ratio	0.435

XML

Debt Obligations and Warrant Liabilities Warrants (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Jul. 28, 2012	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	May 31, 2012
Warrants [Abstract]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					1.5
Exercise price per share per warrant					$ 5.17
Proceeds from the exercise of warrants	$ 7,800,000	$ 0	$ 0	$ 7,792,000
Payments of Ordinary Dividends, Common Stock				1,500,000
Exercise of warrants	35,400,000			43,216,000
Change in fair value of derivative instruments		$ 0	$ 0	$ (6,121,000)

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Stock-based Compensation Options - Range of Exercise Prices (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jan. 31, 2015
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 4.65
Option Plans, Exercise Price Range, Upper Range Limit	$ 37.88
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	5 years 10 months 24 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	3,156
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 20.91
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 46,240
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	1,682
Exercisable Options, Weighted Average Exercise Price	$ 15.16
Options exercisable, Aggregate Instrinsic Value	34,316
Range 1 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 8.84
Option Plans, Exercise Price Range, Upper Range Limit	$ 8.84
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	0 years 5 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	109
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 8.84
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	2,908
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	109
Exercisable Options, Weighted Average Exercise Price	$ 8.84
Options exercisable, Aggregate Instrinsic Value	2,908
Range 2 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 12.93
Option Plans, Exercise Price Range, Upper Range Limit	$ 14.50
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	1 year 7 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	93
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 12.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	2,110
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	93
Exercisable Options, Weighted Average Exercise Price	$ 12.99
Options exercisable, Aggregate Instrinsic Value	2,110
Range 3 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 10.42
Option Plans, Exercise Price Range, Upper Range Limit	$ 19.94
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	2 years 2 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	301
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 19.83
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	4,735
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	301
Exercisable Options, Weighted Average Exercise Price	$ 19.83
Options exercisable, Aggregate Instrinsic Value	4,735
Range 4 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 6.01
Option Plans, Exercise Price Range, Upper Range Limit	$ 9.15
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	3 years 2 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	170
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 6.19
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	5,006
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	170
Exercisable Options, Weighted Average Exercise Price	$ 6.19
Options exercisable, Aggregate Instrinsic Value	5,006
Range 5 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 4.65
Option Plans, Exercise Price Range, Upper Range Limit	$ 7.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 2 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	176
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 4.76
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	5,415
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	176
Exercisable Options, Weighted Average Exercise Price	$ 4.76
Options exercisable, Aggregate Instrinsic Value	5,415
Range 6 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 12.34
Option Plans, Exercise Price Range, Upper Range Limit	$ 12.38
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	5 years 1 month
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	503
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 12.37
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	11,659
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	352
Exercisable Options, Weighted Average Exercise Price	$ 12.37
Options exercisable, Aggregate Instrinsic Value	8,170
Range 7 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 17.43
Option Plans, Exercise Price Range, Upper Range Limit	$ 22.71
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	6 years 1 month
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	428
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 17.49
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	7,737
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	221
Exercisable Options, Weighted Average Exercise Price	$ 17.48
Options exercisable, Aggregate Instrinsic Value	3,996
2012 - expire in 2022 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 26.66
Option Plans, Exercise Price Range, Upper Range Limit	$ 27.18
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	7 years 2 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	519
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 26.67
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	4,611
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	194
Exercisable Options, Weighted Average Exercise Price	$ 26.67
Options exercisable, Aggregate Instrinsic Value	1,721
2013 - expire in 2023 [Member] [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 31.68
Option Plans, Exercise Price Range, Upper Range Limit	$ 31.68
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	8 years 1 month
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	392
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 31.68
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	1,520
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	66
Exercisable Options, Weighted Average Exercise Price	$ 31.68
Options exercisable, Aggregate Instrinsic Value	255
2014 - expire 2024 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option Plans, Exercise Price Range, Lower Range Limit	$ 25.24
Option Plans, Exercise Price Range, Upper Range Limit	$ 37.88
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	9 years 3 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	465
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 34.40
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	539
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	0
Exercisable Options, Weighted Average Exercise Price	$ 0.00
Options exercisable, Aggregate Instrinsic Value	$ 0

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Segment Reporting (Tables)

12 Months Ended

Jan. 31, 2015

Segment Reporting [Abstract]

Segment Information

	DSW		Affiliated Business Group		Other		DSW Inc.
	(in thousands)
As of and for the fiscal year ended January 31, 2015
Net sales	$	2,352,464	$	143,628	—		$	2,496,092
Gross profit	726,630		28,391		—		755,021
Capital expenditures	90,215		3,099		—		93,314
Total assets	1,263,577		104,897		$	69,769	1,438,243
As of and for the fiscal year ended February 1, 2014
Net sales	$	2,230,996	$	137,672	—		$	2,368,668
Gross profit	710,972		28,315		—		739,287
Capital expenditures	83,231		569		—		83,800
Total assets	1,340,629		80,221		$	394	1,421,244
As of and for the fiscal year ended February 2, 2013
Net sales	$	2,125,262	$	132,516	—		$	2,257,778
Gross profit	696,854		27,866		—		724,720
Capital expenditures	99,326		426		—		99,752

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Cash flows from operating activities:
Net income	$ 153,299	$ 151,302	$ 146,439
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	272	0	1,253
Income from continuing operations, net of tax	153,027	151,302	145,186
Adjustments to reconcile net income to net cash and equivalents provided by operating activities from continuing operations:
Depreciation and amortization	68,243	64,237	58,002
Stock-based compensation expense	10,495	9,342	8,080
Deferred income taxes	(1,361)	41,834	85,168
Income from Town Shoes	(3,813)	0	0
Change in fair value of derivative instruments	0	0	6,121
Loss on disposal of long-lived assets	1,149	1,902	1,943
Impairment of long-lived assets	5,095	809	0
Impairment of lease	0	0	5,984
Excess tax benefits related to stock-based compensation	(4,015)	(6,236)	(14,773)
Amortization of investment discounts and premiums	9,525	10,357	6,834
Settlement of pension plan	0	14,224	0
Change in working capital, other assets and liabilities:
Accounts receivable, net	2,239	138	(9,382)
Inventories	(53,068)	(3,974)	(59,404)
Prepaid expenses and other current assets	(3,959)	(7,831)	3,811
Accounts payable	7,083	15,957	2,793
Accrued expenses	908	3,766	(3,157)
Other	5,490	5,548	21,358
Net cash and equivalents provided by operating activities from continuing operations	197,038	301,375	258,564
Cash flows used in investing activities:
Cash paid for property and equipment	(98,126)	(86,412)	(102,034)
Common Control Assets Acquired Investing Cash Flows Impact	0	0	(32,443)
Purchases of available-for-sale investments	(43,687)	(34,720)	(44,790)
Purchases of held-to-maturity investments	(132,765)	(379,438)	(309,032)
Sales of available-for-sale investments	48,590	36,950	160,332
Maturities of held-to-maturity investments	197,666	228,358	207,408
Activity related to investment - related party	0	0	1,151
Increase (Decrease) in Restricted Cash	(5,328)	(6,147)	0
Payments to Acquire Equity Method Investments	(25,236)	0	0
Origination of Notes Receivable from Related Parties	(46,596)	0	0
Net cash and equivalents used in investing activities from continuing operations	(105,482)	(241,409)	(119,408)
Cash flows used in financing activities:
Proceeds from exercise of stock options	5,120	6,251	15,556
Cash paid for income taxes for shares withheld	(1,649)	(3,157)	(6,411)
Debt issuance costs	0	(268)	0
Payments for Repurchase of Common Stock	(85,338)	(1,600)	0
Proceeds from the exercise of warrants	0	0	7,792
Dividends paid	(66,912)	(33,854)	(129,215)
Common Control Assets Acquired Financing Cash Flows Impact	0	0	(39,557)
Excess tax benefits related to stock-based compensation	4,015	6,236	14,773
Net cash and equivalents used in financing activities from continuing operations	(144,764)	(26,392)	(137,062)
Cash flows from (used in) discontinued operations:
Operating activities	358	(2,650)	0
Net increase (decrease) in cash and equivalents from discontinued operations	358	(2,650)	0
Net (decrease) increase in cash and equivalents from continuing operations	(53,208)	33,574	2,094
Cash and equivalents, beginning of period	112,021	81,097	79,003
Cash and equivalents, end of period	59,171	112,021	81,097
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	91,727	55,031	8,583
Proceeds from construction and tenant allowances	18,512	21,138	16,421
Non-cash operating, investing and financing activities:
Balance of accounts payable and accrued expenses due to property and equipment purchases	5,178	5,642	7,388
Additional paid in capital transferred from warrant liability due to warrant exercises	$ 0	$ 0	$ 35,424

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Stock-based Compensation Restricted Stock Units, Performance Based Restricted Stock Units and Director Stock Units (Details) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based compensation expense	$ 10,495,000	$ 9,342,000	$ 8,080,000
Performance Based Restricted Stock Units (PSUs) [Member]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options	3,900,000
Weighted average expense recognition period (in years)	2 years 0 months
Equity instruments other than options [Roll forward]
Outstanding, beginning of period (in units)	69	0
Granted (in units)	111	69
Vested (in units)	0	0
Forfeited (in units)	(7)	0
Outstanding, end of period (in units)	173	69	0
Outstanding, Weighted Average Grant Date Fair Value	$ 31.76	$ 0.00
Grants in Period, Weighted Average Grant Date Fair Value	$ 34.52	$ 31.76
Vested in Period, Weighted Average Grant Date Fair Value	$ 0.00	$ 0.00
Forfeitures, Weighted Average Grant Date Fair Value	$ 32.74	$ 0.00
Outstanding, Weighted Average Grant Date Fair Value	$ 33.50	$ 31.76	$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based compensation expense	1,324,000	503,000	0
Share Based Compensation by Share Based Payment Award Other Than Option Weighted Average Exercise Price	$ 0
Restricted Units Expected to Vest [Abstract]
RSUs expected to vest	142
Restricted stock units weighted average grant date fair value	$ 33.50
Restricted stock units expected to vest Weighted Average Remaining Contract Life	1 year 10 months 24 days
Restricted Stock Units Expected to Vest Aggregate Intrinsic Value	5,052,000
Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options	5,000,000
Weighted average expense recognition period (in years)	1 year 8 months
Equity instruments other than options [Roll forward]
Outstanding, beginning of period (in units)	377	436	546
Granted (in units)	103	92	114
Vested (in units)	(114)	(136)	(208)
Forfeited (in units)	(46)	(15)	(16)
Outstanding, end of period (in units)	320	377	436
Outstanding, Weighted Average Grant Date Fair Value	$ 23.41	$ 15.39	$ 9.33
Grants in Period, Weighted Average Grant Date Fair Value	$ 34.53	$ 35.50	$ 27.48
Vested in Period, Weighted Average Grant Date Fair Value	$ 14.11	$ 5.51	$ 5.86
Forfeitures, Weighted Average Grant Date Fair Value	$ 29.55	$ 29.46	$ 16.82
Outstanding, Weighted Average Grant Date Fair Value	$ 29.21	$ 23.41	$ 15.39
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based compensation expense	2,097,000	1,797,000	1,511,000
Intrinsic value other than options that vested during the period	3,700,000	4,000,000	5,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value	1,400,000	700,000	1,200,000
Restricted Units Expected to Vest [Abstract]
RSUs expected to vest	255
Restricted stock units weighted average grant date fair value	$ 29.40
Restricted stock units expected to vest Weighted Average Remaining Contract Life	1 year 3 months
Restricted Stock Units Expected to Vest Aggregate Intrinsic Value	9,066,000
Director Stock Units [Member]
Equity instruments other than options [Roll forward]
Outstanding, beginning of period (in units)	330	316	384
Granted (in units)	52	34	54
Non-Option Equity Instruments, Exercised	(22)	(20)	(122)
Outstanding, end of period (in units)	360	330	316
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based compensation expense	$ 1,247,000	$ 1,151,000	$ 1,110,000
Share Based Compensation by Share Based Payment Award Other Than Option Weighted Average Exercise Price	$ 0

XML

Accrued Expenses (Tables)

12 Months Ended

Jan. 31, 2015

Payables and Accruals [Abstract]

Accrued Expenses

The balance sheet caption "Accrued expenses" was comprised of the following as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Gift cards and merchandise credits	$	40,313	$	37,651
Compensation	11,317		18,043
Taxes	16,798		13,581
Customer loyalty program	14,788		19,547
Other(1)	29,964		26,875
Total accrued expenses	$	113,180	$	115,697

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Subsequent Event (Notes)

12 Months Ended

Jan. 31, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

SUBSEQUENT EVENTS

Dividends- On February 17, 2015, DSW Inc.'s Board of Directors increased the Company's quarterly cash dividend from $0.1875 per share to $0.20 per share. The dividend will be paid on March 31, 2015 to shareholders of record at the close of business on March 20, 2015.

Union Square- See Note 16 for a subsequent event related to litigation related to Union Square.

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Quarterly Financial Data (Unaudited)

12 Months Ended

Jan. 31, 2015

Quarterly Financial Data [Abstract]

Quarterly Financial Information [Text Block]

QUARTERLY FINANCIAL DATA (UNAUDITED)

In the Company’s opinion, the unaudited quarterly financial information reflects all normal and recurring accruals and adjustments necessary for a fair presentation of net income for interim periods. Quarterly results are not necessarily indicative of a full year’s operations because of various factors. The following tables present unaudited quarterly financial information for the periods presented:

	Thirteen weeks ended
	May 3, 2014			August 2, 2014			November 1, 2014			January 31, 2015
	(in thousands, except per share data)
Net sales	$	598,947		$	587,096		$	669,872		$	640,177
Cost of sales	(410,942		)	(415,192		)	(451,315		)	(463,622		)
Operating expenses	(126,754		)	(118,594		)	(138,860		)	(128,681		)
Operating profit	61,251			53,310			79,697			47,874
Interest income, net	958			635			600			602
Income from continuing operations before income taxes and income from Town Shoes	62,209			53,945			80,297			48,476
Income tax provision	(23,570		)	(20,824		)	(31,792		)	(19,527		)
Income from Town Shoes	—			849			1,049			1,915
Income from continuing operations	38,639			33,970			49,554			30,864
Income from discontinued operations, net of tax	—			358			—			(86		)
Net income	$	38,639		$	34,328		$	49,554		$	30,778
Diluted earnings per share(1):	$	0.42		$	0.38		$	0.55		$	0.34

	Thirteen weeks ended
	May 4, 2013			August 3, 2013			November 2, 2013			February 1, 2014
	(in thousands, except per share data)
Net sales	$	601,362		$	562,063		$	632,976		$	572,267
Cost of sales	(418,365		)	(378,621		)	(420,106		)	(412,289		)
Operating expenses	(128,711		)	(129,461		)	(124,614		)	(115,113		)
Operating profit	54,286			53,981			88,256			44,865
Interest income, net	340			481			1,036			762
Income from continuing operations before income taxes	54,626			54,462			89,292			45,627
Income tax provision	(20,111		)	(20,742		)	(34,331		)	(17,521		)
Net income	$	34,515		$	33,720		$	54,961		$	28,106
Diluted earnings per share(1):	$	0.38		$	0.37		$	0.60		$	0.30

(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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Significant Accounting Policies Allowance for Doubtful Accounts (Details) (USD $) In Millions, unless otherwise specified	Jan. 31, 2015	Feb. 01, 2014
Allowance for Doubtful Accounts Receivable [Roll Forward]
Valuation Allowances and Reserves, Balance	$ 0.1	$ 0.3

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Non-Current Liabilities(Tables)

12 Months Ended

Jan. 31, 2015

Other Liabilities Disclosure [Abstract]

Other Non-current Liabilities

The balance sheet caption "Non-current liabilities" was comprised of the following as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Construction and tenant allowances	$	85,244	$	84,464
Deferred rent	38,021		37,985
Other(1)	20,068		15,849
Total non-current liabilities	$	143,333	$	138,298

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Basis of Presentation (Policies)

12 Months Ended

Jan. 31, 2015

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation- The consolidated financial statements include the accounts of DSW Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in United States Dollars ("USD"), unless otherwise noted.

Merger with Retail Ventures, Inc. (the "Merger")- On May 26, 2011, Retail Ventures, Inc. (“Retail Ventures” or “RVI”) merged with and into DSW MS LLC (“Merger Sub”), with Merger Sub surviving the Merger and continuing as a wholly owned subsidiary of DSW Inc. Upon the closing of the Merger, each outstanding RVI common share was converted into 0.435 DSW Class A Common Shares, unless the holder of each outstanding RVI common share properly and timely elected to receive a like amount of DSW Class B Common Shares.

Fiscal Period, Policy [Policy Text Block]

Fiscal Year- DSW Inc.’s fiscal year ends on the Saturday nearest to January 31. The periods presented in these financial statements are the fiscal years ended January 31, 2015 ("fiscal 2014"), February 1, 2014 ("fiscal 2013") and February 2, 2013 ("fiscal 2012"). Fiscal 2014 and 2013 each consisted of 52 weeks, while fiscal 2012 consisted of 53 weeks. Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates are required as a part of inventory valuation, depreciation, amortization, customer loyalty program reserve, recoverability of long-lived assets and intangible assets, litigation reserves, exit and disposal obligations and establishing reserves for self-insurance. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results could differ from these estimates.

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Investment in Town Shoes Limited Investment in Town Shoes Limited (Policies)

12 Months Ended

Jan. 31, 2015

Investment in Town Shoes Limited [Abstract]

Equity Method Investments, Policy [Policy Text Block]

Equity Method Investment in Town Shoes- DSW Inc. accounts for its investment in Town Shoes, where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, DSW Inc. recognizes its share of Town Shoes' net income or loss. The difference between the purchase price and the Company's interest in Town Shoes' underlying net equity is comprised of intangible assets with both definite and indefinite lives. The definite lived assets are favorable and unfavorable leases that are being amortized over the lives of the leases. DSW Inc.’s share of net income or loss of Town Shoes, DSW Inc.'s payment-in-kind interest from the note receivable from Town Shoes and amortization of the definite lived intangible assets are included in Income from Town Shoes on the consolidated statements of operations and comprehensive income. Related income tax effects are included in the provision for income taxes. The investment and note receivable in Town Shoes is required to be tested for impairment if there is determined to be an other than temporary loss in value.

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Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Common Stock, Dividends, Per Share, Cash Paid	$ 0.750	$ 0.375	$ 1.435
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax	$ 0	$ 5,289	$ 839
Tax Effect of Common Control Asset purchase	$ 0	$ 0	$ 17,877

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Significant Accounting Policies (Policies)

12 Months Ended

Jan. 31, 2015

Accounting Policies [Abstract]

Revenue Recognition, Policy [Policy Text Block]

Sales and Revenue Recognition- Revenues from merchandise sales are recognized upon customer receipt of merchandise, are net of returns through period end, exclude sales tax and are not recognized until collectibility is reasonably assured. Merchandise can be demanded from a store, dsw.com or m.dsw.com. The demand can be fulfilled from a store, the dsw.com fulfillment center or drop shipped from a supplier's warehouse. If the product is shipped to a customer from a store, the dsw.com fulfillment center or a supplier's warehouse, DSW Inc. defers revenue for a period of time representing a lag for shipments to be received by the customer.

Shipping and Handling Cost

Revenue from shipping and handling is recorded in net sales while the related costs are included in cost of sales.

Gift Cards

Revenue from gift cards is deferred and recognized upon redemption of the gift card. The Company's policy is to recognize income from breakage of gift cards when the likelihood of redemption of the gift card is remote.

Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure [Policy Text Block]

As of January 31, 2015, ABG supplies footwear, under supply arrangements, to four other retailers. Sales for these affiliated businesses are net of returns through period end and exclude sales tax, and are included in net sales.

Cost of Sales

Cost of Sales- In addition to the cost of merchandise, which includes markdowns and shrinkage, the Company includes in cost of sales expenses associated with distribution and fulfillment (including depreciation) and store occupancy (excluding depreciation and including store impairments). Distribution and fulfillment expenses are comprised of labor costs, rent, depreciation, insurance, utilities, maintenance and other operating costs associated with the operations of the distribution and fulfillment centers. Distribution and fulfillment expenses also include the transportation of merchandise to the distribution and fulfillment centers, from the distribution center to stores and from the fulfillment center and from stores to the customer. Store occupancy expenses include rent, utilities, repairs, maintenance, insurance, janitorial costs and occupancy-related taxes, which are primarily real estate taxes passed to the Company by its landlords.

Operating Expenses

Operating Expenses- Operating expenses include expenses related to store management and store payroll costs, advertising, ABG operations, store depreciation and amortization, new store advertising and other new store costs (which are expensed as incurred) and corporate expenses. Corporate expenses include expenses related to buying, information technology, depreciation expense for corporate cost centers, marketing, legal, finance, outside professional services, customer service center expenses, payroll and benefits for associates and payroll taxes.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation- The Company recognizes compensation expense for stock option awards, time-based restricted stock awards and performance-based restricted stock awards on a straight-line basis over the requisite service period of the award for the awards that vest in accordance with Accounting Standard Codification ("ASC") 718, Compensation – Stock Compensation. For stock options, the fair value of options granted is estimated on the date of grant using the Black-Scholes pricing model. This model assumes that the estimated fair value of options is amortized over the options’ vesting periods. The compensation costs, net of estimated forfeitures, are included in operating expenses in the consolidated statements of operations.

The company grants performance-based restricted stock units and restricted stock units. Compensation cost is measured at fair value on the grant date and recorded over the vesting period, net of estimated forfeitures. Fair value is determined by multiplying the number of units granted by the grant date closing market price.

Stock Appreciation Rights [Policy Text Block]

In fiscal 2014, the Company granted Stock Appreciation Rights ("SARs") to a non-employee. Under ASC 505-50, Equity-Based Payments to Non-Employees, share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued. Beginning in fiscal 2014, the Company estimated the initial fair value of the SARs using the Black-Scholes model and remeasures the SARs each period using the Black-Scholes model. The SARs are classified as share-based liabilities as the instruments are required to be settled in cash. The instruments are not included in diluted shares for the purposes of calculating earnings per share. The compensation expense of the SARs will be recognized over the vesting period as that is the period that the Company is receiving the services. After the vesting period is complete, the Company will continue to remeasure the SARs using the Black-Scholes model as the instruments become subject to ASC 815, Derivatives and Hedging.

Start-up Activities, Cost Policy [Policy Text Block]

New Store Costs- Costs associated with the opening of stores are expensed as incurred.

Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block]

Marketing Expense- The production cost of advertising is expensed when the advertising first takes place. All other marketing costs are expensed as incurred.

Other Operating Income [Policy Text Block]

Other Operating Income- Other operating income consists primarily of income from consignment sales, rental income, income from gift card breakage and insurance proceeds and is included in operating expenses in the statement of operations.

Income Taxes

Income Taxes- Income taxes are accounted for using the asset and liability method. The Company is 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 in which the Company does business. In making these estimates, income is adjusted based on a determination of GAAP 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 the 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. U.S. deferred income taxes are not provided on undistributed income of foreign subsidiaries where such earnings are considered to be permanently reinvested for the foreseeable future.

Consistent with its historical financial reporting, the Company has elected to classify interest expense related to income tax liabilities, when applicable, as part of interest expense in its consolidated statements of operations rather than as part of income tax expense. The Company classifies income tax penalties as part of operating expenses in its consolidated statements of operations.

Discontinued Operations, Policy [Policy Text Block]

Discontinued Operations- As a result of RVI’s disposition of Filene’s Basement during fiscal 2009, any changes to the gain on disposal of Filene’s Basement operations are included in discontinued operations. Any changes in the carrying value of assets with residual interest in the discontinued business are classified within continuing operations. See Note 16 for a discussion of discontinued operations.

Earnings Per Share

Earnings Per Share- Basic earnings per share is based on net income and a simple weighted average of common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options, restricted stock units and performance-based restricted stock units. In previous periods, there was also potential dilution of common shares from warrants.

Cash and Cash Equivalents

Cash and Equivalents- Cash and equivalents represent cash, money market funds and credit card receivables that generally settle within three days. Amounts due from banks for credit card transactions totaled $16.1 million and $13.2 million as of January 31, 2015 and February 1, 2014, respectively. The carrying amounts of cash and equivalents approximate fair value. The Company also reviews cash balances on a bank by bank basis to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a bank. The Company reclassifies book overdrafts, if any, to accounts payable.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Restricted Cash- Restricted cash represents cash that is restricted as to withdrawal or usage. The carrying amount of restricted cash approximates fair value. The restricted cash balance is recorded in prepaid expenses and other current assets on the consolidated balance sheets and primarily consists of a mandatory cash deposit with the lender for outstanding letters of credit, as detailed in Note 10.

Investment, Policy [Policy Text Block]

Investments- The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. If the Company has the intent and ability to hold the investments to maturity, investments are classified as held-to-maturity. Held-to-maturity securities are stated at amortized cost plus accrued interest. Otherwise, investments are classified as available-for-sale. All income generated from these investments is recorded as interest income. The company evaluates its investments for impairment and whether impairment is other-than-temporary at each balance sheet date.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Accounts and Notes Receivable- Accounts receivable are classified as current assets because the average collection period is generally shorter than one year. Accounts receivable are primarily construction and tenant allowance receivables from landlords and receivables from DSW Inc.'s affiliated business partners. The carrying amount approximates fair value because of the relatively short average collection period. The shareholder note receivable for Town Shoes is valued based on similar assets in active markets. The note receivable is classified as long-term as it is due in 2022.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk- Financial instruments, which principally subject the Company to concentration of credit risk, consist of cash and equivalents and investments. The Company invests excess cash when available through financial institutions in money market accounts and short-term and long-term investments. At times, such amounts invested through banks may be in excess of FDIC insurance limits, and the Company mitigates the risk by utilizing multiple banks.

Concentration Risk, Vendor Risk, Policy [Policy Text Block]

Concentration of Vendor Risk- During fiscal 2014, 2013 and 2012, merchandise supplied by three key vendors accounted for approximately 18%, 19% and 18% of net sales, respectively.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value- Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Therefore, fair value is a market-based measurement based on assumptions of the market participants. As a basis for these assumptions, the Company classifies its fair value measurements under the following fair value hierarchy:

• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that are publicly accessible. Active markets have frequent transactions with enough volume to provide ongoing pricing information.

• Level 2 inputs are other than level 1 inputs that are directly or indirectly observable. These can include unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical assets or liabilities in inactive markets or other observable inputs.

• Level 3 inputs are unobservable inputs.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Allowance for Doubtful Accounts- The Company monitors its exposure for credit losses and records related allowances for doubtful accounts. Allowances are estimated based upon specific accounts receivable balances, where a risk of default has been identified.

Inventories

Inventories-Merchandise inventories are stated at lower of cost or market, determined using the retail inventory method. The retail inventory method is used in the retail industry due to its practicality. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost to retail ratio to the retail value of inventories. The cost of the inventory reflected on the 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, which are reductions in prices due to customers’ perception of value. Hence, earnings are negatively impacted as the merchandise is marked down prior to sale. Markdowns establish a new cost basis for inventory. Changes in facts or circumstances do not result in the reversal of previously recorded markdowns or an increase in the newly established cost basis. Markdowns require management to make assumptions regarding customer preferences, fashion trends and consumer demand.

Inherent in the calculation of inventories are certain significant management judgments and estimates, including setting the original merchandise retail value, 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. The Company records a reduction to inventories and a charge to cost of sales for shrinkage. Shrinkage is calculated as a percentage of sales from the last physical inventory date. Estimates are based on both historical experience as well as recent physical inventory results. Stores physical inventory counts are taken on an annual basis and have supported shrinkage estimates.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment- Property and equipment are stated at cost less accumulated depreciation determined by the straight-line method over the expected useful life of assets. The straight-line method is used to amortize such capitalized costs over the lesser of the expected useful life of the asset or the life of the lease. The estimated useful lives by class of asset are:

Buildings	39 years
Furniture, fixtures and equipment	3 to 10 years
Building and leasehold improvements	3 to 20 years or the lease term if that is shorter than the normal life of the asset

Impairment or Disposal of Long-Lived Assets

Asset Impairment and Long-Lived Assets- The Company periodically evaluates the carrying amount of its long-lived assets, primarily property and equipment, and finite lived 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 or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group. The reviews are conducted at the lowest identifiable level, which has been identified as a store. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value, based on a discounted cash flow analysis using a discount rate determined by management. Should an impairment loss be realized, it will generally be included in cost of sales. The Company expensed $5.1 million and $0.8 million in fiscal 2014 and 2013, respectively, for assets where the recorded value could not be supported by projected future cash flows. The impairment charges in fiscal 2014 and fiscal 2013 were recorded in the DSW segment. There were no impairment charges in fiscal 2012.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Goodwill- Goodwill represents the excess cost over the estimated fair values of net assets including identifiable intangible assets of businesses acquired. Goodwill is tested for impairment at least annually. Management evaluates fair value using market-based analysis to review market capitalization as well as reviewing a discounted cash flow analysis using management’s assumptions. Several factors could result in an impairment charge, such as failure to achieve sufficient levels of cash flow or a significant and sustained decline in stock price. Significant judgment is necessary to determine the underlying cause of the decline and whether stock price declines are related to the market or specifically to DSW Inc. The Company has never recorded a goodwill impairment. As of January 31, 2015 and February 1, 2014, the balance of goodwill related to DSW was $25.9 million.

Liability Reserve Estimate, Policy [Policy Text Block]

Self-insurance Reserves- The Company records estimates for certain health and welfare, workers' compensation and casualty insurance costs that are self-insured programs. Self-insurance reserves include actuarial estimates of both claims filed, carried at their expected ultimate settlement value, and claims incurred but not yet reported. The liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date. Estimates for health and welfare, workers’ compensation and general liability are calculated utilizing claims development estimates based on historical experience and other factors. The Company has purchased stop loss insurance to limit its exposure on a per person basis for health and welfare and on a per claim basis for workers' compensation and general liability, as well as on an aggregate annual basis.

Customer Loyalty Program

Customer Loyalty Program- The Company maintains a customer loyalty program for DSW in which program members earn reward certificates that result in discounts on future purchases. Upon reaching the target-earned threshold, the members receive reward certificates for these discounts which expire three months after being issued. The Company accrues the anticipated redemptions of the discount earned at the time of the initial purchase. To estimate these costs, the Company makes assumptions related to customer purchase levels and redemption rates based on historical experience.

Commitments and Contingencies

Legal Proceedings and Claims- The Company is involved in various legal proceedings that are incidental to the conduct of its business. The Company estimates the range of liability related to pending litigation where the amount of the range of loss can be estimated. The Company records its best estimate of a loss when the loss is considered probable, including an estimate of legal fees to be incurred. When a liability is probable and there is a range of estimated loss, the Company records an estimate of the amount of the liability related to the claim.

Deferred Rent

Deferred Rent- Many of the Company’s operating leases contain predetermined fixed increases of the minimum rentals during the initial lease terms. For these leases, the Company recognizes the related rental expense on a straight-line basis over the noncancelable terms of the lease. The Company records the difference between the amounts charged to expense and the rent paid as deferred rent and begins amortizing such deferred rent upon the delivery of the lease location by the lessor. Deferred rent is included in non-current liabilities.

Construction and Tenant Allowances

Construction and Tenant Allowances- The Company receives cash allowances from landlords, which are deferred and amortized on a straight-line basis over the noncancelable terms of the lease as a reduction of rent expense. Construction and tenant allowances are included in non-current liabilities.

Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block]

Exit and Disposal Obligations- The Company records a reserve when a store or office facility is abandoned due to closure or relocation. Using its credit-adjusted risk-free rate to present value the liability, the Company estimates future lease obligations based on remaining lease payments, estimated or actual sublease payments and any other relevant factors. On a quarterly basis, the Company reassesses the reserve based on current market conditions. See Note 16 for a discussion of exit and disposal obligations.

Comprehensive Income, Policy [Policy Text Block]

Accumulated Other Comprehensive Loss- Accumulated other comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Fiscal 2014 included foreign currency translation adjustments

Revenue Recognition, Deferred Revenue [Policy Text Block]

Co-Branded Credit Card- On April 30, 2014, the Company began to offer co-branded credit cards under a seven year agreement with an issuing bank, which allows members to earn points through purchases at DSW and anywhere that Visa is accepted. DSW provides marketing support for the co-branded credit card program. The issuing bank is the sole owner of the credit card accounts.

The revenue under this agreement is recorded in net sales. The Company received an upfront signing bonus from the issuing bank, which is recognized on a straight-line basis over the life of the relationship. The Company receives ongoing payments from the issuing bank for new accounts activated as well as payments for usage of the cards, which will be recognized over the life of the relationship on a cumulative catch-up basis.

Consistent with the current accounting for the customer loyalty program, costs associated with rewards points and certificates are accrued as the points are earned by the cardholder and are recorded in cost of sales. Administrative costs related to the co-branded credit card program, including payroll, store expenses, marketing expenses, depreciation and other direct costs, are recorded in operating expenses.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation and Remeasurement- In anticipation of the equity method investment in Town Shoes, the Company purchased $75 million CAD, which equated to approximately $69 million USD at the transaction date. As the Company's functional currency is USD, the purchase of CAD resulted in a foreign currency exchange gain of $0.6 million at the purchase date of Town Shoes. Gains or losses resulting from foreign currency transactions are included in operating expenses in the consolidated statement of operations, whereas translation adjustments are reported as an element of other comprehensive income.

The note receivable and the payment-in-kind interest from Town Shoes are denominated in CAD. The functional and reporting currency of Town Shoes is CAD. As USD is the functional currency of the entity that holds DSW's investment in and note receivable from Town Shoes, the Company is required to remeasure these balances into USD balances. Each quarter, the income or loss from Town Shoes is remeasured into USD at the average exchange rate for the period. The note receivable from Town Shoes is remeasured in USD at the exchange rate prevailing at the balance sheet date. As the Company has designated the note receivable from Town Shoes as an investment of a long-term investment nature, the Company records the translation gains and losses arising from changes in exchange rates in comprehensive income.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued standard No. 2014-08, which amends the requirement for reporting discontinued operations in ASC Subtopic 205-20 Discontinued Operations. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations.The amendments in this Update require expanded disclosures for discontinued operations. Those disclosures should provide users of financial statements with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The Company does not expect that its financial statements or disclosures will be impacted.

In May 2014, the FASB and the International Accounting Standards Board released standard No. 2014-09 on the recognition of revenue from contracts with customers that is designed to create greater comparability for financial statement users across industries and jurisdictions. Under the new standard, companies will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The standard also will require enhanced disclosures and provide more comprehensive guidance for transactions such as service revenue and contract modifications. The standard will take effect for public companies for annual reporting periods beginning after December 15, 2016, including interim reporting periods. The Company is currently in process of evaluating the impact of the new standard on its financial statements and disclosures.

In June 2014, the FASB issued standard No. 2014-12, which provided final guidance that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service period is a performance condition under ASC 718, Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation costs for such an award would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for all entities for annual reporting periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date. The Company will not be affected by this guidance as the Company currently accounts for these awards in a manner consistent with the new guidance.

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Investments (Tables)

12 Months Ended

Jan. 31, 2015

Investments [Abstract]

Investments

The following table discloses the major categories of the Company’s investments as of the periods presented:

	Short-term investments				Long-term investments
	January 31, 2015		February 1, 2014		January 31, 2015		February 1, 2014
	(in thousands)
Available-for-sale:
Bonds	$	17,147	$	22,050	—		—
Held-to-maturity:
Term notes and bonds	$	154,054	202,048		$	216,756	$	243,188
Total investments	$	171,201	$	224,098	$	216,756	$	243,188
Gross holding gains	$	117	$	151	$	371	$	561
Gross holding losses	$	50	$	82	$	317	$	376

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Investment in Town Shoes Limited (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	May 09, 2014
Schedule of Equity Method Investments [Line Items]
Balance at beginning of period	$ 0
Initial investment	22,339,000
Acquisition Costs, Period Cost	2,897,000
DSW Inc.'s portion of Town Shoes net income	178,000
Foreign currency translation adjustments included in Other comprehensive income	729,000
Amortization of purchase price adjustments	(256,000)
Balance at end of period	25,887,000	0
Balance at beginning of period	0
Purchase of note receivable	46,596,000	0	0
Payment-in-kind interest	3,891,000
Foreign currency translation adjustments included in Other comprehensive income	(7,183,000)
Balance at end of period	43,304,000	0
Shareholder Note, Interest Rate				12.00%
Town Shoe Acquisition, Purchase Price for Ownership Interest (CAD)				75,100,000
Town Shoe Acquisition, Purchase Price for Ownership Interest (USD)				$ 68,900,000
Town Shoe Acquisition, Ownership Interest Acquired				49.00%
Town Shoe Acquisition, Voting Control Interest Acquired				50.00%

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Benefit Plans Pension Plan (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	Jan. 28, 2012
Defined Benefit Plan Disclosure [Line Items]
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax		$ (8,935,000)	$ 413,000
Schedule of adjustments made to other comprehensive income (loss) [Roll Forward]
Accumulated Other Comprehensive (Income) Loss, Beginning Balance			(8,758,000)	(8,486,000)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax	0	5,289,000	839,000
Other Comprehensive Income, Other, Net of Tax		(177,000)	(413,000)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax			141,000
Accumulated Other Comprehensive (Income) Loss, Ending Balance		0	(8,758,000)
Change in plan assets [Roll Forward]
Projected benefit obligation at beginning of year	0	23,005,000
Interest cost		843,000	919,000
Benefits paid		(23,218,000)
(Gain) on Settlement of Pension		(270,000)
Actuarial gain		(360,000)
Projected benefit obligation at end of year		0	23,005,000
Fair market value at beginning of year	0	18,461,000
Actual loss on plan assets		(97,000)
Employer contributions		5,027,000
Benefits paid		(23,218,000)
Other		(173,000)
Fair market value at end of year		0	18,461,000
Components of net periodic benefit cost [Abstract]
Interest cost		843,000	919,000
Expected return on plan assets		(808,000)	(1,208,000)
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements		14,224,000	67,000
Amortization of net loss		494,000	398,000
Defined Benefit Plan, Net Periodic Benefit Cost		14,753,000	176,000
Amounts recognized in net period cost and other comprehensive income loss [Abstract]
Net actuarial loss		671,000	1,717,000
Other Comprehensive Income (Loss), Finalization of Pension and Other Postretirement Benefit Plan Valuation, before Tax		(14,224,000)	(67,000)
Amortization of net loss		(494,000)	(398,000)
Total recognized in other comprehensive (income) loss		(14,047,000)	1,252,000
Defined Benefit Plan, Net Periodic Benefit Cost		14,753,000	176,000
Total recognized in net periodic benefit cost and other comprehensive income		706,000	1,428,000
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Pension Contributions		5,000,000
Pension Expense		8,900,000
Schedule of adjustments made to other comprehensive income (loss) [Roll Forward]
Settlement of pension		14,224,000	0
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax		(5,289,000)	0
Accumulated Other Comprehensive Income (Loss) [Member]
Schedule of adjustments made to other comprehensive income (loss) [Roll Forward]
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax		$ 0	$ 141,000

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Net sales	$ 2,496,092	$ 2,368,668	$ 2,257,778
Cost of sales	(1,741,071)	(1,629,381)	(1,533,058)
Operating expenses	(512,889)	(497,899)	(481,797)
Change in fair value of derivative instruments	0	0	(6,121)
Operating profit	242,132	241,388	236,802
Interest Expense	(490)	(598)	(894)
Interest income	3,285	3,217	4,705
Interest income, net	2,795	2,619	3,811
Income from continuing operations before income taxes and income from Town Shoes	244,927	244,007	240,613
Income tax provision	(95,713)	(92,705)	(95,427)
Income from Town Shoes	3,813	0	0
Income from continuing operations, net of tax	153,027	151,302	145,186
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	272	0	1,253
Total income from discontinued operations, net of tax		0
Net income	$ 153,299	$ 151,302	$ 146,439
Basic and diluted earnings (loss) per share [Abstract]:
Basic earnings per share from continuing operations	$ 1.71	$ 1.67	$ 1.63
Diluted earnings per share from continuing operations	$ 1.69	$ 1.65	$ 1.60
Basic earnings per share from discontinued operations	$ 0.00	$ 0.00	$ 0.01
Diluted earnings per share from discontinued operations	$ 0.00	$ 0.00	$ 0.01
Basic earnings per share	$ 1.71	$ 1.67	$ 1.65
Diluted earnings per share	$ 1.69	$ 1.65	$ 1.62
Shares used in per share calculations [Abstract]:
Basic shares	89,499	90,472	88,846
Diluted shares	90,612	91,901	90,606

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Leases (Tables)

12 Months Ended

Jan. 31, 2015

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

The following table presents future minimum lease payments required under the aforementioned leases, excluding real estate taxes, insurance and maintenance costs, as of January 31, 2015:

	Total		Unrelated Party		Related Party
Fiscal years	(in thousands)
2015	$	183,635	$	174,196	$	9,439
2016	172,263		163,308		8,955
2017	151,361		143,153		8,208
2018	130,171		125,780		4,391
2019	112,854		109,039		3,815
Future years	378,699		371,577		7,122
Total minimum lease payments (1)	$	1,128,983	$	1,087,053	$	41,930

Schedule of Rent Expense [Table Text Block]

The following table presents the composition of rental expense for the periods presented:

	Fiscal
	2014		2013		2012
	(in thousands)
Minimum rentals:
Unrelated parties	$	147,771	$	137,602	$	127,061
Related parties	9,189		10,486		12,855
Contingent rentals:
Unrelated parties	31,499		29,639		26,502
Total	$	188,459	$	177,727	$	166,418

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jan. 31, 2015	Feb. 01, 2014
Shareholders' equity [Abstract]:
Preferred Shares, par value (in dollars per share)	$ 0	$ 0
Preferred Shares, authorized (in shares)	100,000	100,000
Preferred Shares, issued (in shares)	0	0
Preferred Shares, outstanding (in shares)	0	0
Class A Common Shares
Shareholders' equity [Abstract]:
Common Shares, par value (in dollars per share)	$ 0	$ 0
Common Shares, authorized (in shares)	250,000	250,000
Common Shares, issued (in shares)	83,702	83,071
Common Shares, outstanding (in shares)	80,666	83,033
Class B Common Shares
Shareholders' equity [Abstract]:
Common Shares, par value (in dollars per share)	$ 0	$ 0
Common Shares, authorized (in shares)	100,000	100,000
Common Shares, issued (in shares)	7,733	7,733
Common Shares, outstanding (in shares)	7,733	7,733
Treasury Shares
Shareholders' equity [Abstract]:
Common Shares, outstanding (in shares)	3,036	38

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Earnings per Share and Shareholders' Equity Calculation of Earnings per Share (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	Nov. 21, 2014
Reconciliation of the number of shares used in the calculation of diluted earnings (loss) per share [Abstract]
Basic shares	89,499,000	90,472,000	88,846,000
Assumed exercise of dilutive stock options	910,000	1,202,000	1,504,000
Assumed exercise of dilutive RSUs and PSUs	203,000	227,000	256,000
Diluted shares	90,612,000	91,901,000	90,606,000
Shareholders' equity [Abstract]:
Amount authorized under the share repurchase program		$ 100,000,000
Stock Repurchase Program, Additional Authorization				50,000,000
Stock Repurchased During Period, Value	(85,338,000)	(1,600,000)
Stock Repurchased During Period, Shares	3,000,000
Treasury Stock, Value	(86,938,000)	(1,600,000)
Class A Common Shares
Shareholders' equity [Abstract]:
Stock Repurchased During Period, Value	$ (85,300,000)
Stock Repurchased During Period, Shares	2,998,000	38,000
Treasury Shares
Shareholders' equity [Abstract]:
Treasury Stock, Shares	3,000,000

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Investment in Town Shoes Limited (Tables)

12 Months Ended

Jan. 31, 2015

Schedule of Equity Method Investments [Line Items]

Equity Method Investments [Table Text Block]

Presented below is activity related to our portion of Town Shoes included in our consolidated balance sheets, consolidated statements of operations and consolidated statements of comprehensive income as of and for the year ended January 31, 2015.

	Fiscal
	2014
	(in thousands)
Balance at beginning of period	$	—
Initial investment	22,339
Acquisition costs	2,897
DSW Inc.'s portion of Town Shoes net income	178
Foreign currency translation adjustments included in "Other comprehensive income"	729
Amortization of purchase price adjustments	(256		)
Balance at end of period	$	25,887

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	Fiscal
	2014
	(in thousands)
Balance at beginning of period	$	—
Purchase of note receivable	46,596
Payment-in-kind interest	3,891
Foreign currency translation adjustments included in "Other comprehensive income"	(7,183		)
Balance at end of period	$	43,304

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Debt Obligations and Warrant Liabilities Credit Facility (Details) (USD $)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Credit Facility [Abstract]
Initiation date	Aug. 02, 2013
Prior Line of Credit Facility, Initiation Date	Jun. 30, 2010
Prior Line of Credit Facility, Maximum Borrowing Capacity	$ 100,000,000
Credit Facility, maximum capacity	50,000,000
Line of Credit Facility, Interest Rate Description	Revolving credit loans bear interest under the Credit Facility at the Company's option under: (a) a base rate option at a rate per annum equal to the highest of (i) the Federal Funds Open Rate (as defined in the Credit Facility), plus 0.5%, (ii) the Lender's prime rate, and (iii) the Daily LIBOR Rate (as defined in the Credit Facility) plus 1.0%, plus in each instance an applicable margin, which is between 1.00 and 1.25, based upon revolving credit availability; or (b) a LIBOR option at a rate equal to the LIBOR Rate (as defined in the Credit Facility), plus an applicable margin based upon the Company's revolving credit availability.
Line of Credit Facility, Covenant Terms	In addition, the Credit Facility contains restrictive covenants relating to management and the operation of DSW Inc.'s business. These covenants, among other things, limit or restrict DSW Inc.'s ability to grant liens on its assets, limit its ability to incur additional indebtedness, limit its ability to enter into transactions with affiliates and limit its ability to merge or consolidate with another entity.
Credit Facility, Cash and Short Term Investment Requirement	125,000,000
Limitation of Capital Expenditures	200,000,000
Expiration date	Jul. 31, 2018
Line of Credit Facility, Additional Borrowing Capacity	100,000,000
Capital expenditures	98,126,000	86,412,000	102,034,000
Credit Facility, available capacity	50,000,000	49,400,000
Credit Facility, amount outstanding		600,000
Debt Related Commitment Fees and Debt Issuance Costs	$ 100,000	$ 300,000	$ 600,000

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Non-Current Liabilities

12 Months Ended

Jan. 31, 2015

Other Liabilities Disclosure [Abstract]

OTHER NON-CURRENT LIABILITIES

NON-CURRENT LIABILITIES

The balance sheet caption "Non-current liabilities" was comprised of the following as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Construction and tenant allowances	$	85,244	$	84,464
Deferred rent	38,021		37,985
Other(1)	20,068		15,849
Total non-current liabilities	$	143,333	$	138,298

(1) Other is comprised of a loss under an operating lease, income tax reserves and deferred compensation.

The Company estimated its future liability under a lease of an office building assumed in the merger based on its current lease payments and executory costs, net of estimated sublease rentals. The Company estimated inflationary increases in its executory costs (utilities and real estate taxes) and used its credit-adjusted risk-free rate to present value its liability. The non-cash impairment charges were included in operating expenses in fiscal 2012 and fiscal 2011. The liability is currently $10.9 million and is included in other non-current liabilities.

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Significant Accounting Policies (Tables)

12 Months Ended

Jan. 31, 2015

Accounting Policies [Abstract]

Estimated Useful Lives PPE [Table Text Block]

The estimated useful lives by class of asset are:

Buildings	39 years
Furniture, fixtures and equipment	3 to 10 years
Building and leasehold improvements	3 to 20 years or the lease term if that is shorter than the normal life of the asset

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Benefit Plans

12 Months Ended

Jan. 31, 2015

Compensation and Retirement Disclosure [Abstract]

PENSION PLAN

BENEFIT PLANS

Filene's Basement Defined Benefit Pension Plan- Merger Sub was responsible for the Filene’s Basement defined benefit pension plan (the "plan") that RVI assumed as part of its sale of Filene's Basement in fiscal 2009. On December 1, 2011, the Company adopted a plan amendment to terminate the plan with a proposed termination date of March 11, 2012. In April 2013, the Company received a favorable determination letter from the Internal Revenue Service, began the process of obtaining participant settlement elections and was required to disburse the funds within 120 days of the receipt of the favorable determination letter. The Company contributed a final contribution of $5.0 million to fully fund the plan. In the second quarter of fiscal 2013, the Company distributed all plan assets to participants through lump-sum distributions and a nonparticipating annuity contract. The settlement of the pension plan resulted in a settlement loss of $8.9 million, which is net of an income tax benefit of $5.3 million, which was reclassified from accumulated other comprehensive loss to the statement of operations in the second quarter of fiscal 2013.

The following table provides additional detail regarding the composition of and reclassification adjustments out of accumulated other comprehensive loss for the periods presented:

	Fiscal
	2013			2012			Location on Consolidated Statements of Operations
	(in thousands)
Beginning Balance	$	(8,758	)	$	(8,486	)
Reclassification adjustments:
Reclassification to net income due to settlement of the pension plan	14,224			—			Operating expenses
Tax benefit of the settlement of the pension plan	(5,289		)	—			Income tax provision
Other changes to accumulated other comprehensive loss:
Change in minimum pension liability	(177		)	(413		)
Unrealized gains on securities	—			141
Ending Balance	$	—		$	(8,758	)

The following table provides a reconciliation of projected benefit obligations, plan assets and funded status of the plan as of the period presented:

		February 1, 2014
	(in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year		$	23,005
Interest cost		843
Benefits paid		(23,218		)
Settlement gain		(270		)
Actuarial gain		(360		)
Projected benefit obligation at end of year		—
Change in plan assets:
Fair market value at beginning of year		18,461
Actual loss on plan assets		(97		)
Employer contributions		5,027
Benefits paid		(23,218		)
Other		(173		)
Fair market value at end of year		$	—

The components of net periodic benefit cost are comprised of the following for the periods presented:

	Fiscal
	2013			2012
	(in thousands)
Interest cost	$	843		$	919
Expected return on plan assets	(808		)	(1,208		)
Loss recognized due to settlements	14,224			67
Amortization of net loss	494			398
Net periodic benefit cost	$	14,753		$	176

For the periods presented, other changes in plan assets and benefit obligations recognized in net periodic cost and other comprehensive income loss consist of:

	Fiscal
	2013			2012
	(in thousands)
Net actuarial loss	$	671		$	1,717
Loss recognized due to settlements	(14,224		)	(67		)
Amortization of net loss	(494		)	(398		)
Total recognized in other comprehensive (income) loss	(14,047		)	1,252
Net periodic benefit cost	14,753			176
Total recognized in net periodic benefit cost and other comprehensive income	$	706		$	1,428

Other Benefit Plans

401(k) Plan- The Company sponsors a 401(k) Plan (the "Plan"). Eligible employees may contribute up to fifty percent of their compensation to the 401(k) Plan, on a pre-tax basis, subject to Internal Revenue Service limitations. As of the first day of the month following an employee’s completion of six months and 500 hours of service as defined under the terms of the 401(k) Plan, the Company matches employee deferrals, 100% on the first 3% of eligible compensation deferred and 50% on the next 2% of eligible compensation deferred. Additionally, the Company may contribute a discretionary profit sharing amount to the Plan each year but has not for the past three fiscal years. The Company incurred costs associated with the Plan of $3.2 million, $3.1 million and $2.4 million for fiscal 2014, 2013 and 2012, respectively.

Deferred Compensation Plan- The Company sponsors a non-qualified deferred compensation plan for certain executives and non-employee members of the Board of Directors that is intended to defer the receipt of compensation. As of January 31, 2015 and February 1, 2014, the plan liability was $2.2 million and $2.3 million, respectively.

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Property and Equipment, Net (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Feb. 01, 2014
Property and equipment [Abstract]:
Land	$ 1,110	$ 1,110
Furniture, fixtures and equipment	437,745	387,913
Buildings, building and leasehold improvements	353,283	325,340
Total property and equipment	792,138	714,363
Accumulated depreciation and amortization	(454,235)	(395,743)
Property and equipment, net	$ 337,903	$ 318,620

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Consolidated Statements of Shareholders' Equity (USD $) In Thousands, unless otherwise specified	Total USD ($)	Other Additional Capital [Member] USD ($)	Accumulated Other Comprehensive Income (Loss) [Member] USD ($)	Additional Paid-in Capital [Member] USD ($)	Retained Earnings [Member] USD ($)	Treasury Shares USD ($)	Class A Common Shares USD ($)	Class B Common Shares	Treasury Shares
Balance at Jan. 28, 2012	$ 786,587		$ (8,486)	$ 796,812	$ (1,739)	$ 0
Balance (in shares) at Jan. 28, 2012							64,244	22,340	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	146,439				146,439
Change in minimum pension liability, net of tax benefit	(413)		(413)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, before Tax	141		141
Exercise of warrants	43,216			43,216
Exercise of warrants (in shares)								1,506
DSW stock-based compensation expense, before related tax effects	6,970			6,970
Exercise of DSW stock options, net of settlement of taxes	11,202			11,202
Exercise of DSW stock options, net of settlement of taxes (in shares)							1,738
Stock units granted	1,110			1,110
Stock units granted (in shares)							54
Vesting of restricted stock units, net of settlement of taxes	(2,057)			(2,057)
Vesting of restricted stock units, net of settlement of taxes (in shares)							142
Excess tax benefits related to stock exercises	14,773			14,773
Common Control Asset Purchase	(21,680)	(21,680)
Exchange of Class B Common Shares for Class A Common Shares	0
Exchange of Class B Common Shares for Class A Common Shares (in shares)							6,386
Exchange of Class B for Class A (in shares)								(6,386)
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest	0
Dividends paid	(127,709)				(127,709)
Balance at Feb. 02, 2013	858,579	(21,680)	(8,758)	872,026	16,991	0
Balance (in shares) at Feb. 02, 2013							72,564	17,460	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	151,302				151,302
Change in minimum pension liability, net of tax benefit	8,935		8,935
DSW stock-based compensation expense, before related tax effects	8,191			8,191
Exercise of DSW stock options, net of settlement of taxes	4,776			4,776
Exercise of DSW stock options, net of settlement of taxes (in shares)							665
Stock units granted	1,151			1,151
Stock units granted (in shares)							34
Vesting of restricted stock units, net of settlement of taxes	(1,682)			(1,682)
Vesting of restricted stock units, net of settlement of taxes (in shares)							81
Payments for Repurchase of Common Stock	(1,600)					(1,600)
Stock Repurchased During Period, Shares							(38)
Treasury Stock, Shares, Acquired									38
Excess tax benefits related to stock exercises	6,236			6,236
Common Control Asset Purchase	(3,313)	(3,313)
Exchange of Class B Common Shares for Class A Common Shares	0
Exchange of Class B for Class A (in shares)							2,600	(2,600)
Exchange of Class A Common Shares for Class B Common Shares							(606)	606
Value of stock transferred from Class A Common Shares to Class B Common Shares.	0
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest	0
Dividends paid	(33,854)				(33,854)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments and Tax	(177)		(177)
Class A Common Share Adjustment to Reflect Stock Split Impact on Voting Control (in shares)	0						7,733	(7,733)
Balance at Feb. 01, 2014	998,544	(24,993)	0	890,698	134,439	(1,600)
Balance (in shares) at Feb. 01, 2014						38	83,033	7,733	38
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	153,299				153,299
DSW stock-based compensation expense, before related tax effects	9,248			9,248
Exercise of DSW stock options, net of settlement of taxes	5,120			5,120
Exercise of DSW stock options, net of settlement of taxes (in shares)							505
Stock units granted	1,247			1,247
Stock units granted (in shares)							52
Vesting of restricted stock units, net of settlement of taxes	(1,649)			(1,649)
Vesting of restricted stock units, net of settlement of taxes (in shares)							74
Payments for Repurchase of Common Stock	(85,338)					(85,338)	(85,300)
Stock Repurchased During Period, Shares	(3,000)						(2,998)
Treasury Stock, Shares, Acquired									2,998
Excess tax benefits related to stock exercises	4,015			4,015
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest	(6,454)		(6,454)
Dividends paid	(66,912)				(66,912)
Balance at Jan. 31, 2015	$ 1,011,120	$ (24,993)	$ (6,454)	$ 908,679	$ 220,826	$ (86,938)
Balance (in shares) at Jan. 31, 2015							80,666	7,733	3,036

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Net income	$ 153,299	$ 151,302	$ 146,439
Other comprehensive (loss) income, net of tax [Abstract]:
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Portion Attributable to Noncontrolling Interest	(6,454)	0	0
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Unamortized Gain (Loss) Arising During Period, Net of Tax	0	8,758	(413)
Unrealized gains on securities	0	0	141
Total other comprehensive (loss) income, net of income taxes	(6,454)	8,758	(272)
Total comprehensive income	$ 146,845	$ 160,060	$ 146,167

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Investments

12 Months Ended

Jan. 31, 2015

Investments [Abstract]

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

INVESTMENTS

The majority of the Company’s available-for-sale investments are primarily municipal bonds with renewal dates of every 7 days. For the available-for-sale bonds, the carrying value equals the fair value. Held-to-maturity investments are primarily corporate bonds, municipal bonds and municipal term notes and are held at amortized cost, which approximates fair value. Long-term investments have maturities longer than one year but shorter than three years and are classified as held-to-maturity. The following table discloses the major categories of the Company’s investments as of the periods presented:

	Short-term investments				Long-term investments
	January 31, 2015		February 1, 2014		January 31, 2015		February 1, 2014
	(in thousands)
Available-for-sale:
Bonds	$	17,147	$	22,050	—		—
Held-to-maturity:
Term notes and bonds	$	154,054	202,048		$	216,756	$	243,188
Total investments	$	171,201	$	224,098	$	216,756	$	243,188
Gross holding gains	$	117	$	151	$	371	$	561
Gross holding losses	$	50	$	82	$	317	$	376

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Document and Entity Information (USD $)	12 Months Ended
	Jan. 31, 2015	Aug. 02, 2014	Mar. 20, 2015
Class of Stock [Line Items]
Entity Registrant Name	DSW Inc.
Entity Central Index Key	0001319947
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Jan. 31, 2015
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float		$ 2,133,836,092
Class A Common Shares
Class of Stock [Line Items]
Entity Common Stock, Shares Outstanding			80,669,324
Class B Common Shares
Class of Stock [Line Items]
Entity Common Stock, Shares Outstanding			7,732,807

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Fair Value Measurements

12 Months Ended

Jan. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Financial Assets- The following table presents financial assets at fair value as of the periods presented:

	January 31, 2015						February 1, 2014
	Total		Level 1		Level 2		Total		Level 1		Level 2
	(in thousands)
Financial Assets:
Cash and equivalents	$	59,171	$	59,171	—		$	112,021	$	112,021	—
Short-term investments(a)	171,268		—		$	171,268	224,167		—		$	224,167
Long-term investments(a)	216,810		—		216,810		243,373		—		243,373
Note receivable from Town Shoes (b)	43,304		—		43,304		—		—		—
Total Financial Assets	$	490,553	$	59,171	$	431,382	$	579,561	$	112,021	$	467,540

(a) Short-term and long-term investments include available-for-sale and held-to maturity investments, which are valued using a market-based approach using level 2 inputs such as prices of similar assets in active markets.

(b) The shareholder note is valued based on similar assets in active markets.

Non-Financial Assets- The Company periodically evaluates the carrying amount of its long-lived assets, primarily property and equipment, and finite lived intangible assets when events and circumstances warrant such a review to ascertain if any assets have been impaired.

In fiscal 2014 and fiscal 2013, the Company recognized impairment losses on leasehold improvements used in DSW stores. The Company determined that the carrying value exceeded the expected future cash flows and recorded an impairment after determining fair value based on the discounted future cash flow analysis using a discount rate determined by management based on historical performance and expectations of future performance. The following table presents the activity related to the fair value of assets held and used that realized an impairment loss for the periods presented:

					Total Losses
	As of January 31, 2015				Fiscal
	Level 1	Level 2	Level 3	Fair Value as of the Impairment Date	2014		2013
	(in thousands)				(in thousands)
Assets held and used	—	—	—	—	$	5,095	$	809

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Quarterly Financial Data (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Jan. 31, 2015	Nov. 01, 2014	Aug. 02, 2014	May 03, 2014	Feb. 01, 2014	Nov. 02, 2013	Aug. 03, 2013	May 04, 2013	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Selected Quarterly Financial Information [Abstract]
Net sales	$ 640,177	$ 669,872	$ 587,096	$ 598,947	$ 572,267	$ 632,976	$ 562,063	$ 601,362	$ 2,496,092	$ 2,368,668	$ 2,257,778
Cost of sales	(463,622)	(451,315)	(415,192)	(410,942)	(412,289)	(420,106)	(378,621)	(418,365)	(1,741,071)	(1,629,381)	(1,533,058)
Operating expenses	(128,681)	(138,860)	(118,594)	(126,754)	(115,113)	(124,614)	(129,461)	(128,711)	(512,889)	(497,899)	(481,797)
Operating profit	47,874	79,697	53,310	61,251	44,865	88,256	53,981	54,286	242,132	241,388	236,802
Interest income, net	602	600	635	958	762	1,036	481	340	2,795	2,619	3,811
Income from continuing operations before income taxes and income from Town Shoes	48,476	80,297	53,945	62,209	45,627	89,292	54,462	54,626	244,927	244,007	240,613
Income tax provision	(19,527)	(31,792)	(20,824)	(23,570)	(17,521)	(34,331)	(20,742)	(20,111)	(95,713)	(92,705)	(95,427)
Income from Town Shoes	1,915	1,049	849	0					3,813	0	0
Income from continuing operations, net of tax	30,864	49,554	33,970	38,639	28,106	54,961	33,720	34,515	153,027	151,302	145,186
Income from discontinued operations, net of tax	(86)	0	358	0					272	0	1,253
Net income	$ 30,778	$ 49,554	$ 34,328	$ 38,639					$ 153,299	$ 151,302	$ 146,439
Diluted earnings per share [Abstract]
Diluted earnings per share from continuing operations									$ 1.69	$ 1.65	$ 1.60
Diluted earnings per share from discontinued operations									$ 0.00	$ 0.00	$ 0.01
Diluted earnings per share	$ 0.34	$ 0.55	$ 0.38	$ 0.42	$ 0.30	$ 0.60	$ 0.37	$ 0.38	$ 1.69	$ 1.65	$ 1.62

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax	$ 0	$ 5,289	$ 839

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Investment in Town Shoes Limited

12 Months Ended

Jan. 31, 2015

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

INVESTMENT IN TOWN SHOES LIMITED

On May 12, 2014, DSW Inc. completed its initial closing of its equity investment in Town Shoes Limited ("Town Shoes"), the largest branded footwear and accessories retailer in Canada, for $75.1 million Canadian dollars ("CAD") ($68.9 million USD). DSW Inc. acquired a 49% interest in Town Shoes from certain clients of Alberta Investment Management Corporation and other minority shareholders. DSW Inc.'s initial stake provides 50% voting control and board representation equal to the primary remaining shareholder, Callisto Capital. Additionally, DSW Inc. will have the right to purchase the balance of Town Shoes from the remaining shareholders, including Callisto Capital, after four years at a pre-determined earnings before interest, tax, depreciation and amortization ("EBITDA") multiple. Callisto Capital, on behalf of itself and the remaining shareholders, has the right to put the balance of the company to DSW Inc. after three years at a pre-determined EBITDA multiple.

Equity Method Investment in Town Shoes- DSW Inc. accounts for its investment in Town Shoes, where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, DSW Inc. recognizes its share of Town Shoes' net income or loss. The difference between the purchase price and the Company's interest in Town Shoes' underlying net equity is comprised of intangible assets with both definite and indefinite lives. The definite lived assets are favorable and unfavorable leases that are being amortized over the lives of the leases. DSW Inc.’s share of net income or loss of Town Shoes, DSW Inc.'s payment-in-kind interest from the note receivable from Town Shoes and amortization of the definite lived intangible assets are included in Income from Town Shoes on the consolidated statements of operations and comprehensive income. Related income tax effects are included in the provision for income taxes. The investment and note receivable in Town Shoes is required to be tested for impairment if there is determined to be an other than temporary loss in value.

Presented below is activity related to our portion of Town Shoes included in our consolidated balance sheets, consolidated statements of operations and consolidated statements of comprehensive income as of and for the year ended January 31, 2015.

	Fiscal
	2014
	(in thousands)
Balance at beginning of period	$	—
Initial investment	22,339
Acquisition costs	2,897
DSW Inc.'s portion of Town Shoes net income	178
Foreign currency translation adjustments included in "Other comprehensive income"	729
Amortization of purchase price adjustments	(256		)
Balance at end of period	$	25,887

	Fiscal
	2014
	(in thousands)
Balance at beginning of period	$	—
Purchase of note receivable	46,596
Payment-in-kind interest	3,891
Foreign currency translation adjustments included in "Other comprehensive income"	(7,183		)
Balance at end of period	$	43,304

The note is an unsecured subordinated note that was issued on February 14, 2012 that earns payment-in-kind interest at 12% and matures on February 14, 2022.

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Basis of Presentation (Notes)

12 Months Ended

Jan. 31, 2015

Basis of Presentation [Line Items]

Basis of Presentation [Text Block]

BASIS OF PRESENTATION

Fiscal Year- DSW Inc.’s fiscal year ends on the Saturday nearest to January 31. The periods presented in these financial statements are the fiscal years ended January 31, 2015 ("fiscal 2014"), February 1, 2014 ("fiscal 2013") and February 2, 2013 ("fiscal 2012"). Fiscal 2014 and 2013 each consisted of 52 weeks, while fiscal 2012 consisted of 53 weeks. Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.

Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates are required as a part of inventory valuation, depreciation, amortization, customer loyalty program reserve, recoverability of long-lived assets and intangible assets, litigation reserves, exit and disposal obligations and establishing reserves for self-insurance. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results could differ from these estimates.

Principles of Consolidation- The consolidated financial statements include the accounts of DSW Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All amounts are in United States Dollars ("USD"), unless otherwise noted.

Merger with Retail Ventures, Inc. (the "Merger")- On May 26, 2011, Retail Ventures, Inc. (“Retail Ventures” or “RVI”) merged with and into DSW MS LLC (“Merger Sub”), with Merger Sub surviving the Merger and continuing as a wholly owned subsidiary of DSW Inc. Upon the closing of the Merger, each outstanding RVI common share was converted into 0.435 DSW Class A Common Shares, unless the holder of each outstanding RVI common share properly and timely elected to receive a like amount of DSW Class B Common Shares.

The Merger was accounted for as a reverse merger with RVI as the accounting acquirer and DSW Inc. (the surviving legal entity) as the accounting acquiree. As this was a transaction between entities under common control under ASC 805, Business Combinations, the Merger was accounted for as an equity transaction in accordance with ASC 810, Consolidation, as the acquisition of a noncontrolling interest, and purchase accounting was not applied. As a result, there was no adjustment to RVI's historical cost carrying amounts of assets and liabilities. Pre-merger financial information presented in the DSW Inc. consolidated financial statements represents consolidated RVI financial information. References to Retail Ventures or RVI refer to the pre-merger entity.

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Leases

12 Months Ended

Jan. 31, 2015

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

LEASES

The Company leases stores, its fulfillment center and other facilities under various arrangements with related and unrelated parties. Such leases expire through 2028 and in most cases provide for renewal options. Generally, the Company is required to pay base rent, real estate taxes, maintenance, insurance and contingent rentals based on sales in excess of specified levels. Under supply agreements, the Company pays contingent rents based on sales for the shoe departments it operates through ABG. As of January 31, 2015 and February 1, 2014, the Company had no capital leases.

As of January 31, 2015, the Company leased or had other agreements with entities affiliated with Schottenstein Affiliates for 19 store locations and its fulfillment center for a total annual minimum rent for fiscal 2014 of $9.2 million. The Company leased a portion of its corporate office headquarters to a Schottenstein Affiliate for annual rent of $0.2 million. On December 6, 2014, this lease was terminated. Related party rental income for fiscal 2014, fiscal 2013 and fiscal 2012 was $0.1 million, $0.2 million and $0.1 million, respectively.

The following table presents future minimum lease payments required under the aforementioned leases, excluding real estate taxes, insurance and maintenance costs, as of January 31, 2015:

	Total		Unrelated Party		Related Party
Fiscal years	(in thousands)
2015	$	183,635	$	174,196	$	9,439
2016	172,263		163,308		8,955
2017	151,361		143,153		8,208
2018	130,171		125,780		4,391
2019	112,854		109,039		3,815
Future years	378,699		371,577		7,122
Total minimum lease payments (1)	$	1,128,983	$	1,087,053	$	41,930

(1) Minimum payments have been reduced by minimum sublease rentals of $1.4 million due in the future under noncancelable subleases.

The following table presents the composition of rental expense for the periods presented:

	Fiscal
	2014		2013		2012
	(in thousands)
Minimum rentals:
Unrelated parties	$	147,771	$	137,602	$	127,061
Related parties	9,189		10,486		12,855
Contingent rentals:
Unrelated parties	31,499		29,639		26,502
Total	$	188,459	$	177,727	$	166,418

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Debt Obligations and Warrant Liabilities

12 Months Ended

Jan. 31, 2015

Debt Disclosure [Abstract]

Debt Obligations and Warrant Liabilities

DEBT OBLIGATIONS AND DERIVATIVE INSTRUMENTS

$50 Million Secured Credit Facility- On August 2, 2013, the Company entered into a secured revolving credit agreement (the "Credit Facility"). The Credit Facility, together with the Letter of Credit Agreement (defined below), amended and restated the prior credit facility, dated June 30, 2010. The Credit Facility reduced the amount of revolving credit commitments from $100 million to $50 million, allowed DSW to transfer its outstanding letters of credit and has a term of five years that will expire on July 31, 2018. The Credit Facility may be increased by up to $100 million upon the Company's request and the increase would be subject to lender availability, DSW Inc.'s financial condition and compliance with covenants. The Credit Facility is secured by a lien on substantially all of DSW Inc.'s personal property assets and its subsidiaries with certain exclusions and may be used to provide funds for general corporate purposes, to provide for ongoing working capital requirements and to make permitted acquisitions. Revolving credit loans bear interest under the Credit Facility at the Company's option under: (a) a base rate option at a rate per annum equal to the highest of (i) the Federal Funds Open Rate (as defined in the Credit Facility), plus 0.5%, (ii) the Lender's prime rate, and (iii) the Daily LIBOR Rate (as defined in the Credit Facility) plus 1.0%, plus in each instance an applicable margin, which is between 1.00 and 1.25, based upon revolving credit availability; or (b) a LIBOR option at a rate equal to the LIBOR Rate (as defined in the Credit Facility), plus an applicable margin based upon the Company's revolving credit availability.In addition, the Credit Facility contains restrictive covenants relating to management and the operation of DSW Inc.'s business. These covenants, among other things, limit or restrict DSW Inc.'s ability to grant liens on its assets, limit its ability to incur additional indebtedness, limit its ability to enter into transactions with affiliates and limit its ability to merge or consolidate with another entity. The Credit Facility also requires that DSW Inc. meet the minimum cash and short-term investments requirement of $125 million, as defined in the Credit Facility. An additional covenant limits payments for capital expenditures to $200 million in any fiscal year. The Company paid $98.1 million for capital expenditures in fiscal 2014.

As of January 31, 2015 and February 1, 2014, the Company had no outstanding borrowings under the Credit Facility and had availability under the facility of $50.0 million and $49.4 million, respectively. As of February 1, 2014, the Company had outstanding letters of credit of $0.6 million under the Credit Facility.

Total interest expense related to the Credit Facility for fiscal 2013 and 2012 included fees, such as commitment and line of credit fees of $0.3 million and $0.6 million, respectively. Interest expense related to the Credit Facility for fiscal 2014 was less than $0.1 million.

$50 Million Letter of Credit Agreement- Also on August 2, 2013, the Company entered into a letter of credit agreement (the “Letter of Credit Agreement”). The Letter of Credit Agreement provides for the issuance of letters of credit up to $50 million, with a term of five years that will expire on August 2, 2018. The facility for the issuance of letters of credit is secured by a cash collateral account containing cash in an amount equal to 103% of the face amount of any letter of credit extension (105% for extensions denominated in foreign currency) and is used for general corporate purposes. The Letter of Credit Agreement requires compliance with conditions precedent that must be satisfied prior to issuing any letter of credit or extension. In addition, the Letter of Credit Agreement contains restrictive covenants relating to the Company's management and the operation of the Company's business. These covenants, among other things, limit or restrict the Company's ability to grant liens on its assets, limit its ability to incur additional indebtedness, limit its ability to enter into transactions with affiliates and limit its ability to merge or consolidate with another entity. An event of default may cause the applicable interest rate and fees to increase by 2% per annum.

As of January 31, 2015 and February 1, 2014, the Company had $9.3 million and $5.6 million, respectively, in outstanding letters of credit under the Letter of Credit Agreement, and $11.5 million and $6.1 million, respectively, in restricted cash on deposit as collateral under the Letter of Credit Agreement. The restricted cash balance is recorded in prepaid expenses and other current assets on the consolidated balance sheets.

Warrants- The warrants originally issued by RVI on September 26, 2002 and updated on July 5, 2005 in connection with previously paid credit facilities qualified as derivatives under ASC 815. In fiscal 2012, the Company issued 1.5 million of its Class B Common Shares, without par value, to the Schottenstein Affiliates in connection with the exercise of its outstanding warrants. The Common Shares were issued at an exercise price of $5.17 per share, for an aggregate cash purchase price of $7.8 million, and the Company paid accrued dividends of $1.5 million related to the special dividend issued on September 30, 2011. In connection with this exercise and in addition to the purchase price, the Company reclassified $35.4 million from the warrant liability to paid in capital during fiscal 2012. The change in fair value of derivative instruments on the Company's consolidated statements of operations was $6.1 million for the fiscal year ended February 2, 2013.

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Earnings per Share and Shareholders' Equity

12 Months Ended

Jan. 31, 2015

Earnings Per Share [Abstract]

EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY

EARNINGS PER SHARE AND SHAREHOLDERS' EQUITY

Earnings per Share- Basic earnings per share is based on net income and a simple weighted average of common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options, restricted stock units ("RSUs"), performance-based restricted stock units ("PSUs") and warrants (through exercise date) calculated using the treasury stock method.

The following is a reconciliation of the number of shares used in the calculation of diluted earnings per share computations for the periods presented:

	Fiscal
	2014	2013	2012
	(in thousands)
Weighted average shares outstanding	89,499	90,472	88,846
Assumed exercise of dilutive stock options	910	1,202	1,504
Assumed exercise of dilutive RSUs and PSUs	203	227	256
Number of shares for computation of diluted earnings per share	90,612	91,901	90,606

Options, RSUs and PSUs- For fiscal 2014, 2013 and 2012, the amount of potential shares that were not included in the computation of dilutive earnings per share because the effect would be anti-dilutive was approximately 1.1 million, 0.8 million and 0.6 million, respectively.

Warrants- For fiscal 2012, the assumed exercise of warrants for 0.2 million common shares were not included in the calculation of shares as the effect would have been anti-dilutive. There were no warrants outstanding as of January 31, 2015 and February 1, 2014.

Shareholders' Equity- On November 21, 2014, DSW Inc. announced that its Board of Directors had authorized the Company to increase the $100 million share repurchase program by an additional $50 million of DSW Common Shares. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common shares under the program. During fiscal 2014, the Company repurchased 3.0 million Class A Common Shares at a cost of $85.3 million. Life to date, the Company has repurchased a total of 3.0 million Class A Common Shares at a cost of $86.9 million.

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Stock-based Compensation Options (Details) (USD $)	12 Months Ended			3 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013	Jan. 31, 2015
DSW Stock-Based Compensation Plans [Abstract]
Number of shares authorized (in shares)	8,500,000			8,500,000
Annual vesting percentage (in hundredths)	20.00%
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based compensation expense	$ 10,495,000	$ 9,342,000	$ 8,080,000
Stock options activity [Roll forward]
Options, Outstanding, Weighted Average Exercise Price	$ 20.91			20.91
Exercisable Options, Weighted Average Exercise Price	$ 15.16			15.16
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract]
Options exercisable, Aggregate Instrinsic Value	34,316,000			34,316,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	46,240,000			46,240,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	1,682,000			1,682,000
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate				0.62%
Annual volatility of DSW Common Shares				24.91%
Expected option term				2 years 3 months
Dividend yield				2.29%
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based compensation expense	1,700,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	500,000			500,000
Performance Based Restricted Stock Units (PSUs) [Member]
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based compensation expense	1,324,000	503,000	0
Stock options activity [Roll forward]
Outstanding, end of period (in units)	173,000	69,000	0	173,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Weighted average expense recognition period (in years)	2 years 0 months
Stock Options [Member]
DSW Stock-Based Compensation Plans [Abstract]
Number of shares authorized (in shares)	11,200,000			11,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	1.81%	0.70%	1.20%
Annual volatility of DSW Common Shares	44.50%	53.40%	56.20%
Expected option term	5 years 5 months	4 years 8 months	5 years 6 months
Dividend yield	2.26%	1.30%	1.20%
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Weighted average grant date fair value (in dollars per share)	$ 11.82	$ 12.85	$ 12.59
Share-based compensation expense	5,827,000	5,891,000	5,459,000
Stock options activity [Roll forward]
Outstanding, beginning of period (in shares)	3,347,000	3,694,000	5,016,000
Granted	502,000	492,000	674,000
Increase in options from dividend adjustment	0	0	128,000
Exercised	(505,000)	(748,000)	(2,004,000)
Forfeited	(188,000)	(91,000)	(120,000)
Outstanding, end of period (in shares)	3,156,000	3,347,000	3,694,000	3,156,000
Options, Outstanding, Weighted Average Exercise Price	$ 17.62	$ 14.50	$ 11.22
Options, Grants in Period, Weighted Average Exercise Price	$ 34.49	$ 31.75	$ 27.47
Options, Exercises in Period, Weighted Average Exercise Price	$ 10.22	$ 10.99	$ 9.62
Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	$ 27.32	$ 21.79	$ 15.82
Options, Outstanding, Weighted Average Exercise Price	$ 20.91	$ 17.62	$ 14.50	20.91
Exercisable Options, Weighted Average Exercise Price	$ 15.16	$ 13.08	$ 12.76	15.16
Options, Additional Disclosures [Abstract]
Options, Vested in Period, Fair Value	2,500,000	3,800,000	4,800,000
Options, Exercises in Period, Total Intrinsic Value	11,900,000	20,900,000	41,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract]
Options exercisable end of year	1,682,000	1,430,000	1,260,000	1,682,000
Options, Exercisable, Weighted Average Remaining Contractual Term	4 years 3 months
Options exercisable, Aggregate Instrinsic Value	34,316,000			34,316,000
Options expected to vest (in shares)	1,285,000			1,285,000
Options Expected to Vest WAEP	$ 27.65			27.65
Options Expected to Vest, Weighted Average Remaining Contractual Term	7 years 8 months
Options Expected to Vest, Aggregate Intrinsic Value	10,177,000			10,177,000
Options vested and expected to vest (in shares)	2,967,000			2,967,000
Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 20.57			20.57
Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	5 years 9 months
Options vested and expected to vest, Aggregate Intrinsic Value	44,493,000			44,493,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Compensation cost not yet recognized related to nonvested awards	$ 12,500,000			12,500,000
Weighted average expense recognition period (in years)	1 year 10 months 24 days
Share-based Compensation Award, Tranche One [Member] | Stock Appreciation Rights (SARs) [Member]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 25.24			25.24
Share-based Compensation Award, Tranche Two [Member] | Stock Appreciation Rights (SARs) [Member]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 27.38			27.38

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Significant Accounting Policies

12 Months Ended

Jan. 31, 2015

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

Sales and Revenue Recognition- Revenues from merchandise sales are recognized upon customer receipt of merchandise, are net of returns through period end, exclude sales tax and are not recognized until collectibility is reasonably assured. Merchandise can be demanded from a store, dsw.com or m.dsw.com. The demand can be fulfilled from a store, the dsw.com fulfillment center or drop shipped from a supplier's warehouse. If the product is shipped to a customer from a store, the dsw.com fulfillment center or a supplier's warehouse, DSW Inc. defers revenue for a period of time representing a lag for shipments to be received by the customer. Revenue from shipping and handling is recorded in net sales while the related costs are included in cost of sales. Revenue from gift cards is deferred and recognized upon redemption of the gift card. The Company's policy is to recognize income from breakage of gift cards when the likelihood of redemption of the gift card is remote.

As of January 31, 2015, ABG supplies footwear, under supply arrangements, to four other retailers. Sales for these affiliated businesses are net of returns through period end and exclude sales tax, and are included in net sales.

Cost of Sales- In addition to the cost of merchandise, which includes markdowns and shrinkage, the Company includes in cost of sales expenses associated with distribution and fulfillment (including depreciation) and store occupancy (excluding depreciation and including store impairments). Distribution and fulfillment expenses are comprised of labor costs, rent, depreciation, insurance, utilities, maintenance and other operating costs associated with the operations of the distribution and fulfillment centers. Distribution and fulfillment expenses also include the transportation of merchandise to the distribution and fulfillment centers, from the distribution center to stores and from the fulfillment center and from stores to the customer. Store occupancy expenses include rent, utilities, repairs, maintenance, insurance, janitorial costs and occupancy-related taxes, which are primarily real estate taxes passed to the Company by its landlords.

Operating Expenses- Operating expenses include expenses related to store management and store payroll costs, advertising, ABG operations, store depreciation and amortization, new store advertising and other new store costs (which are expensed as incurred) and corporate expenses. Corporate expenses include expenses related to buying, information technology, depreciation expense for corporate cost centers, marketing, legal, finance, outside professional services, customer service center expenses, payroll and benefits for associates and payroll taxes.

Stock-Based Compensation- The Company recognizes compensation expense for stock option awards, time-based restricted stock awards and performance-based restricted stock awards on a straight-line basis over the requisite service period of the award for the awards that vest in accordance with Accounting Standard Codification ("ASC") 718, Compensation – Stock Compensation. For stock options, the fair value of options granted is estimated on the date of grant using the Black-Scholes pricing model. This model assumes that the estimated fair value of options is amortized over the options’ vesting periods. The compensation costs, net of estimated forfeitures, are included in operating expenses in the consolidated statements of operations.

The company grants performance-based restricted stock units and restricted stock units. Compensation cost is measured at fair value on the grant date and recorded over the vesting period, net of estimated forfeitures. Fair value is determined by multiplying the number of units granted by the grant date closing market price.

In fiscal 2014, the Company granted Stock Appreciation Rights ("SARs") to a non-employee. Under ASC 505-50, Equity-Based Payments to Non-Employees, share-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued. Beginning in fiscal 2014, the Company estimated the initial fair value of the SARs using the Black-Scholes model and remeasures the SARs each period using the Black-Scholes model. The SARs are classified as share-based liabilities as the instruments are required to be settled in cash. The instruments are not included in diluted shares for the purposes of calculating earnings per share. The compensation expense of the SARs will be recognized over the vesting period as that is the period that the Company is receiving the services. After the vesting period is complete, the Company will continue to remeasure the SARs using the Black-Scholes model as the instruments become subject to ASC 815, Derivatives and Hedging.

New Store Costs- Costs associated with the opening of stores are expensed as incurred. New store costs, primarily pre-opening rent and marketing expenses, were $8.7 million, $7.9 million and $16.0 million for fiscal 2014, 2013 and 2012, respectively. New store costs primarily fluctuate with changes in the number of store openings.

Marketing Expense- The production cost of advertising is expensed when the advertising first takes place. All other marketing costs are expensed as incurred. Marketing costs were $59.9 million, $56.2 million and $55.9 million in fiscal 2014, 2013 and 2012, respectively.

Other Operating Income- Other operating income consists primarily of income from consignment sales, rental income, income from gift card breakage and insurance proceeds and is included in operating expenses in the statement of operations. The amount recorded in fiscal 2014, 2013 and 2012 was $17.3 million, $14.1 million and $14.5 million, respectively. Rental income was $4.5 million, $5.1 million and $1.2 million for fiscal 2014, fiscal 2013 and fiscal 2012, respectively. An award of damages of $5.3 million is included in other operating income in fiscal 2012. See Note 16 for a discussion of the award of damages.

Income Taxes- Income taxes are accounted for using the asset and liability method. The Company is 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 in which the Company does business. In making these estimates, income is adjusted based on a determination of GAAP 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 the 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. U.S. deferred income taxes are not provided on undistributed income of foreign subsidiaries where such earnings are considered to be permanently reinvested for the foreseeable future.

Consistent with its historical financial reporting, the Company has elected to classify interest expense related to income tax liabilities, when applicable, as part of interest expense in its consolidated statements of operations rather than as part of income tax expense. The Company classifies income tax penalties as part of operating expenses in its consolidated statements of operations.

Discontinued Operations- As a result of RVI’s disposition of Filene’s Basement during fiscal 2009, any changes to the gain on disposal of Filene’s Basement operations are included in discontinued operations. Any changes in the carrying value of assets with residual interest in the discontinued business are classified within continuing operations. See Note 16 for a discussion of discontinued operations.

Earnings Per Share- Basic earnings per share is based on net income and a simple weighted average of common shares outstanding. Diluted earnings per share reflects the potential dilution of common shares adjusted for outstanding stock options, restricted stock units and performance-based restricted stock units. In previous periods, there was also potential dilution of common shares from warrants. See Note 6 for a detailed discussion of earnings per share.

Financial Instruments- The following assumptions were used to estimate the fair value of each class of financial instruments:

Cash and Equivalents- Cash and equivalents represent cash, money market funds and credit card receivables that generally settle within three days. Amounts due from banks for credit card transactions totaled $16.1 million and $13.2 million as of January 31, 2015 and February 1, 2014, respectively. The carrying amounts of cash and equivalents approximate fair value. The Company also reviews cash balances on a bank by bank basis to identify book overdrafts. Book overdrafts occur when the amount of outstanding checks exceed the cash deposited at a bank. The Company reclassifies book overdrafts, if any, to accounts payable.

Restricted Cash- Restricted cash represents cash that is restricted as to withdrawal or usage. The carrying amount of restricted cash approximates fair value. The restricted cash balance is recorded in prepaid expenses and other current assets on the consolidated balance sheets and primarily consists of a mandatory cash deposit with the lender for outstanding letters of credit, as detailed in Note 10.

Investments- The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. If the Company has the intent and ability to hold the investments to maturity, investments are classified as held-to-maturity. Held-to-maturity securities are stated at amortized cost plus accrued interest. Otherwise, investments are classified as available-for-sale. All income generated from these investments is recorded as interest income. The company evaluates its investments for impairment and whether impairment is other-than-temporary at each balance sheet date. See Note 8 for additional discussion of investments.

Accounts and Notes Receivable- Accounts receivable are classified as current assets because the average collection period is generally shorter than one year. Accounts receivable are primarily construction and tenant allowance receivables from landlords and receivables from DSW Inc.'s affiliated business partners. The carrying amount approximates fair value because of the relatively short average collection period. The shareholder note receivable for Town Shoes is valued based on similar assets in active markets. The note receivable is classified as long-term as it is due in 2022.

Concentration of Credit Risk- Financial instruments, which principally subject the Company to concentration of credit risk, consist of cash and equivalents and investments. The Company invests excess cash when available through financial institutions in money market accounts and short-term and long-term investments. At times, such amounts invested through banks may be in excess of FDIC insurance limits, and the Company mitigates the risk by utilizing multiple banks.

Concentration of Vendor Risk- During fiscal 2014, 2013 and 2012, merchandise supplied by three key vendors accounted for approximately 18%, 19% and 18% of net sales, respectively.

Fair Value- Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Therefore, fair value is a market-based measurement based on assumptions of the market participants. As a basis for these assumptions, the Company classifies its fair value measurements under the following fair value hierarchy:

• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that are publicly accessible. Active markets have frequent transactions with enough volume to provide ongoing pricing information.

• Level 2 inputs are other than level 1 inputs that are directly or indirectly observable. These can include unadjusted quoted prices for similar assets or liabilities in active markets, unadjusted quoted prices for identical assets or liabilities in inactive markets or other observable inputs.

• Level 3 inputs are unobservable inputs.

Allowance for Doubtful Accounts- The Company monitors its exposure for credit losses and records related allowances for doubtful accounts. Allowances are estimated based upon specific accounts receivable balances, where a risk of default has been identified. For the fiscal years ended January 31, 2015 and February 1, 2014, the ending balance was $0.1 million and $0.3 million, respectively.

Inventories-Merchandise inventories are stated at lower of cost or market, determined using the retail inventory method. The retail inventory method is used in the retail industry due to its practicality. Under the retail inventory method, the valuation of inventories at cost and the resulting gross profits are determined by applying a calculated cost to retail ratio to the retail value of inventories. The cost of the inventory reflected on the 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, which are reductions in prices due to customers’ perception of value. Hence, earnings are negatively impacted as the merchandise is marked down prior to sale. Markdowns establish a new cost basis for inventory. Changes in facts or circumstances do not result in the reversal of previously recorded markdowns or an increase in the newly established cost basis. Markdowns require management to make assumptions regarding customer preferences, fashion trends and consumer demand.

Inherent in the calculation of inventories are certain significant management judgments and estimates, including setting the original merchandise retail value, 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. The Company records a reduction to inventories and a charge to cost of sales for shrinkage. Shrinkage is calculated as a percentage of sales from the last physical inventory date. Estimates are based on both historical experience as well as recent physical inventory results. Stores physical inventory counts are taken on an annual basis and have supported shrinkage estimates.

Property and Equipment- Property and equipment are stated at cost less accumulated depreciation determined by the straight-line method over the expected useful life of assets. The straight-line method is used to amortize such capitalized costs over the lesser of the expected useful life of the asset or the life of the lease. The estimated useful lives by class of asset are:

Buildings	39 years
Furniture, fixtures and equipment	3 to 10 years
Building and leasehold improvements	3 to 20 years or the lease term if that is shorter than the normal life of the asset

Asset Impairment and Long-Lived Assets- The Company periodically evaluates the carrying amount of its long-lived assets, primarily property and equipment, and finite lived 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 or asset group is considered impaired when the carrying value of the asset or asset group exceeds the expected future cash flows from the asset or asset group. The reviews are conducted at the lowest identifiable level, which has been identified as a store. The impairment loss recognized is the excess of the carrying value of the asset or asset group over its fair value, based on a discounted cash flow analysis using a discount rate determined by management. Should an impairment loss be realized, it will generally be included in cost of sales. The Company expensed $5.1 million and $0.8 million in fiscal 2014 and 2013, respectively, for assets where the recorded value could not be supported by projected future cash flows. The impairment charges in fiscal 2014 and fiscal 2013 were recorded in the DSW segment. There were no impairment charges in fiscal 2012.

Goodwill- Goodwill represents the excess cost over the estimated fair values of net assets including identifiable intangible assets of businesses acquired. Goodwill is tested for impairment at least annually. Management evaluates fair value using market-based analysis to review market capitalization as well as reviewing a discounted cash flow analysis using management’s assumptions. Several factors could result in an impairment charge, such as failure to achieve sufficient levels of cash flow or a significant and sustained decline in stock price. Significant judgment is necessary to determine the underlying cause of the decline and whether stock price declines are related to the market or specifically to DSW Inc. The Company has never recorded a goodwill impairment. As of January 31, 2015 and February 1, 2014, the balance of goodwill related to DSW was $25.9 million.

Self-insurance Reserves- The Company records estimates for certain health and welfare, workers' compensation and casualty insurance costs that are self-insured programs. Self-insurance reserves include actuarial estimates of both claims filed, carried at their expected ultimate settlement value, and claims incurred but not yet reported. The liability represents an estimate of the ultimate cost of claims incurred as of the balance sheet date. Estimates for health and welfare, workers’ compensation and general liability are calculated utilizing claims development estimates based on historical experience and other factors. The Company has purchased stop loss insurance to limit its exposure on a per person basis for health and welfare and on a per claim basis for workers' compensation and general liability, as well as on an aggregate annual basis. The self-insurance reserves were $4.0 million and $3.0 million as of January 31, 2015 and February 1, 2014, respectively.

Customer Loyalty Program- The Company maintains a customer loyalty program for DSW in which program members earn reward certificates that result in discounts on future purchases. Upon reaching the target-earned threshold, the members receive reward certificates for these discounts which expire three months after being issued. The Company accrues the anticipated redemptions of the discount earned at the time of the initial purchase. To estimate these costs, the Company makes assumptions related to customer purchase levels and redemption rates based on historical experience.

Legal Proceedings and Claims- The Company is involved in various legal proceedings that are incidental to the conduct of its business. The Company estimates the range of liability related to pending litigation where the amount of the range of loss can be estimated. The Company records its best estimate of a loss when the loss is considered probable, including an estimate of legal fees to be incurred. When a liability is probable and there is a range of estimated loss, the Company records an estimate of the amount of the liability related to the claim. See Note 16 for a discussion of legal proceedings.

Deferred Rent- Many of the Company’s operating leases contain predetermined fixed increases of the minimum rentals during the initial lease terms. For these leases, the Company recognizes the related rental expense on a straight-line basis over the noncancelable terms of the lease. The Company records the difference between the amounts charged to expense and the rent paid as deferred rent and begins amortizing such deferred rent upon the delivery of the lease location by the lessor. Deferred rent is included in non-current liabilities.

Construction and Tenant Allowances- The Company receives cash allowances from landlords, which are deferred and amortized on a straight-line basis over the noncancelable terms of the lease as a reduction of rent expense. Construction and tenant allowances are included in non-current liabilities.

Exit and Disposal Obligations- The Company records a reserve when a store or office facility is abandoned due to closure or relocation. Using its credit-adjusted risk-free rate to present value the liability, the Company estimates future lease obligations based on remaining lease payments, estimated or actual sublease payments and any other relevant factors. On a quarterly basis, the Company reassesses the reserve based on current market conditions. See Note 16 for a discussion of exit and disposal obligations.

Accumulated Other Comprehensive Loss- Accumulated other comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Fiscal 2014 included foreign currency translation adjustments.

Co-Branded Credit Card- On April 30, 2014, the Company began to offer co-branded credit cards under a seven year agreement with an issuing bank, which allows members to earn points through purchases at DSW and anywhere that Visa is accepted. DSW provides marketing support for the co-branded credit card program. The issuing bank is the sole owner of the credit card accounts.

The revenue under this agreement is recorded in net sales. The Company received an upfront signing bonus from the issuing bank, which is recognized on a straight-line basis over the life of the relationship. The Company receives ongoing payments from the issuing bank for new accounts activated as well as payments for usage of the cards, which will be recognized over the life of the relationship on a cumulative catch-up basis.

Consistent with the current accounting for the customer loyalty program, costs associated with rewards points and certificates are accrued as the points are earned by the cardholder and are recorded in cost of sales. Administrative costs related to the co-branded credit card program, including payroll, store expenses, marketing expenses, depreciation and other direct costs, are recorded in operating expenses.

Foreign Currency Translation and Remeasurement- In anticipation of the equity method investment in Town Shoes, the Company purchased $75 million CAD, which equated to approximately $69 million USD at the transaction date. As the Company's functional currency is USD, the purchase of CAD resulted in a foreign currency exchange gain of $0.6 million at the purchase date of Town Shoes. Gains or losses resulting from foreign currency transactions are included in operating expenses in the consolidated statement of operations, whereas translation adjustments are reported as an element of other comprehensive income.

The note receivable and the payment-in-kind interest from Town Shoes are denominated in CAD. The functional and reporting currency of Town Shoes is CAD. As USD is the functional currency of the entity that holds DSW's investment in and note receivable from Town Shoes, the Company is required to remeasure these balances into USD balances. Each quarter, the income or loss from Town Shoes is remeasured into USD at the average exchange rate for the period. The note receivable from Town Shoes is remeasured in USD at the exchange rate prevailing at the balance sheet date. As the Company has designated the note receivable from Town Shoes as an investment of a long-term investment nature, the Company records the translation gains and losses arising from changes in exchange rates in comprehensive income.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued standard No. 2014-08, which amends the requirement for reporting discontinued operations in ASC Subtopic 205-20 Discontinued Operations. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations.The amendments in this Update require expanded disclosures for discontinued operations. Those disclosures should provide users of financial statements with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The Company does not expect that its financial statements or disclosures will be impacted.

In May 2014, the FASB and the International Accounting Standards Board released standard No. 2014-09 on the recognition of revenue from contracts with customers that is designed to create greater comparability for financial statement users across industries and jurisdictions. Under the new standard, companies will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The standard also will require enhanced disclosures and provide more comprehensive guidance for transactions such as service revenue and contract modifications. The standard will take effect for public companies for annual reporting periods beginning after December 15, 2016, including interim reporting periods. The Company is currently in process of evaluating the impact of the new standard on its financial statements and disclosures.

In June 2014, the FASB issued standard No. 2014-12, which provided final guidance that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service period is a performance condition under ASC 718, Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation costs for such an award would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for all entities for annual reporting periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date. The Company will not be affected by this guidance as the Company currently accounts for these awards in a manner consistent with the new guidance.

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Related Party Transactions

12 Months Ended

Jan. 31, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Schottenstein Affiliates- As of January 31, 2015, the Schottenstein Affiliates, entities owned by or controlled by Jay L. Schottenstein, the executive chairman of the DSW board of directors, and members of his family, beneficially owned approximately 17% of outstanding DSW Common Shares representing approximately 49% of the combined voting power of outstanding DSW Common Shares. As of January 31, 2015, the Schottenstein Affiliates beneficially owned 7.3 million Class A Common Shares and 7.7 million Class B Common Shares.

The Company leases certain store locations owned by Schottenstein Affiliates and purchases services and products from Schottenstein Affiliates. Accounts receivable from and payables to affiliates principally result from commercial transactions or affiliate transactions and normally settle in the form of cash in 30 to 60 days. Related party balances are disclosed on the consolidated balance sheets.

Corporate Office Headquarters and Distribution Center Acquisition- In fiscal 2012, DSW Inc. acquired 810 AC LLC, an Ohio limited liability company from certain Schottenstein affiliates, which owned property that was previously leased by DSW Inc. for its corporate office headquarters, its distribution center and a trailer parking lot. DSW Inc. leases certain portions of the properties to unrelated and related parties. DSW Inc. paid to sellers $72 million in cash, subject to credits and adjustments, for 810 AC LLC. As this was a transaction between entities under common control, as provided by ASC 805, there was no adjustment to the historical cost carrying amounts of assets transferred to DSW Inc. The difference between the historical cost carrying amounts and the consideration of $72 million transferred was an equity transaction. DSW Inc. also reduced the cost basis of the assets by the balance of tenant allowances and deferred rent recorded related to the properties. DSW Inc. received a step-up of tax basis to $72 million and the resulting tax effect, the difference between the financial reporting basis and tax basis, was also recorded to equity. In the first quarter of fiscal 2013, DSW Inc. recorded an adjustment to the tax impact of $3.3 million as a prior period adjustment between non-current deferred tax assets and basis difference related to acquisition of commonly controlled entity.

On November 1, 2012, in connection the acquisition, 4300 East Fifth Avenue LLC, a Schottenstein affiliate, and DSW Inc.'s new wholly owned subsidiary, 810 AC LLC, entered into a cost sharing agreement (the “Cost Sharing Agreement”). In fiscal 2013, DSW Inc. contributed $3 million to replace the roof of one of the 810 AC LLC properties.

Also on November 1, 2012, 810 AC LLC and Schottenstein Property Group, LLC (“SPG”), a Schottenstein affiliate, entered into a management agreement (the “Management Agreement”) pursuant to which SPG provides management and landlord, operation, repair, maintenance, replacement, and supervision services with respect to the properties owned by 810 AC LLC. As compensation, DSW Inc. pays SPG 4% of rents, or approximately $0.2 million on an annual basis. The term of the Management Agreement is three years, with automatic one year extensions after the initial term. The Management Agreement can be terminated by either party with 60 days notice.

Consistent with DSW Inc.'s related party transaction policy, the audit committee of DSW Inc.'s board of directors reviewed and approved the transactions mentioned above. The following table highlights the key financial statement line items impacted by the transaction:

Impact on Consolidated Financial Statements	Fiscal 2012			Financial Statement Section/Line item
Impact on the Consolidated Statement of Cash Flows:	(in thousands)
Historical cost carrying amount	$	(32,443	)	Net cash and equivalents used in investing activities from continuing operations
Equity impact of Corporate Headquarters and Distribution Center Acquisition	(39,557		)	Net cash and equivalents used in financing activities from continuing operations
Total cash transferred to the sellers	$	(72,000	)
Impact on the Consolidated Balance Sheet:
Historical cost carrying amount	$	32,443
Less: Tenant allowances and deferred rent	(8,310		)
Total net book value of assets recorded	$	24,133		Property and equipment, net
Impact on the Consolidated Statement of Shareholders' Equity:
Equity impact of Corporate Headquarters and Distribution Center Acquisition	$	(39,557	)
Tax impact of Corporate Headquarters and Distribution Center Acquisition	17,877
Adjustment to the tax impact of basis difference of Corporate Headquarters and Distribution Center Acquisition	(3,313		)
Basis difference related to acquisition of commonly controlled entity	$	(24,993	)	Acquisition of commonly controlled entity

Prior to the transfer of the buildings to DSW Inc., lease payments by DSW Inc. for the buildings were $2.6 million for fiscal 2012.

Equity Investment- In fiscal 2012, DSW received a return of capital of $1.2 million when the investment, which was majority held by a Schottenstein Affiliate, was sold to a third party.

Other- Purchases and services from related parties were $0.9 million, $0.9 million and $1.3 million in fiscal 2014, 2013 and 2012, respectively. In fiscal 2013 and 2012, $1.8 million and $0.2 million, respectively, were reimbursements to a Schottenstein Affiliate in connection with DSW Inc.'s test sale of luxury merchandise, which were then primarily paid to unrelated vendors.

License Agreement with Town Shoes- In May 2014, DSW Inc. entered into a licensing agreement with Town Shoes, which allows Town Shoes to use the DSW Designer Shoe Warehouse tradename for their new larger concept Canadian stores. Town Shoes pays DSW Inc. a royalty fee based on a percentage of net sales. The first two Canadian DSW stores opened in August 2014.

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Stock-based Compensation

12 Months Ended

Jan. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

The DSW Inc. 2005 Equity Incentive Plan (“the 2005 Plan”) provides for the issuance of equity awards to purchase up to 11.2 million DSW Common Shares. The 2005 Plan covers stock options, RSUs, PSUs and director stock units. Eligible recipients include key employees of DSW Inc. and affiliates, as well as directors. Options generally vest 20% per year on a cumulative basis. Options granted under the 2005 Plan generally remain exercisable for a period of ten years from the date of grant. In June 2014, shareholders approved the 2014 Equity Incentive Plan ("the 2014 Plan") which provides for the issuance of an additional 8.5 million shares of DSW Class A Common Shares. The Company will begin issuing shares under the 2014 Plan after the 2005 Plan expires in fiscal 2015.

Stock-Based Compensation Expense- The following table summarizes stock-based compensation expense for the periods presented:

	Fiscal
	2014		2013		2012
	(in thousands)
Stock Options	$	5,827	$	5,891	$	5,459
Restricted Stock Units	2,097		1,797		1,511
Performance-Based Restricted Stock Units	1,324		503		—
Director Stock Units	1,247		1,151		1,110
Total	$	10,495	$	9,342	$	8,080

Stock Options- The majority of the stock-based compensation awards are granted on an annual basis in the first quarter of each year. The risk-free interest rate is based on the yield for U.S. Treasury securities for the expected term of the options at the grant date. Expected volatility is based on the historical volatility of the DSW Common Shares. The expected term of options granted is derived from historical data on DSW Inc.'s stock option exercises. The dividend yield assumption is based on DSW Inc.'s expectation of future dividend payouts. Forfeitures of options are estimated at the grant date based on historical rates of DSW Inc.’s stock option activity and reduce the compensation expense recognized.

The following table illustrates the weighted-average assumptions used in the Black-Scholes pricing model for options granted in each of the periods presented:

	Fiscal
Assumptions:	2014	2013	2012
Risk-free interest rate	1.8%	0.7%	1.2%
Annual volatility of DSW Common Shares	44.5%	53.4%	56.2%
Expected option term	5.4 years	4.7 years	5.5 years
Dividend yield	2.3%	1.3%	1.2%
Other Data:
Weighted average grant date fair value	$11.82	$12.85	$12.59

As of January 31, 2015, the total compensation cost related to unvested options not yet recognized was approximately $12.5 million, with a weighted average expense recognition period remaining of 1.9 years. For the periods presented, the following tables summarize stock option activity, related per share weighted average exercise prices (“WAEP”), weighted average remaining contract life and aggregate intrinsic value (shares and intrinsic value in thousands):

	Fiscal
	2014				2013				2012
	Shares		WAEP		Shares		WAEP		Shares		WAEP
Outstanding beginning of year	3,347		$	17.62	3,694		$	14.50	5,016		$	11.22
Granted	502		$	34.49	492		$	31.75	674		$	27.47
Increase in options from dividend adjustment	—		—		—		—		128		—
Exercised	(505	)	$	10.22	(748	)	$	10.99	(2,004	)	$	9.62
Forfeited	(188	)	$	27.32	(91	)	$	21.79	(120	)	$	15.82
Outstanding end of year	3,156		$	20.91	3,347		$	17.62	3,694		$	14.50
Options exercisable end of year	1,682		$	15.16	1,430		$	13.08	1,260		$	12.76

As of January 31, 2015:	Shares	WAEP		Weighted Average Remaining Contract Life	Aggregate Intrinsic Value
Options exercisable	1,682	$	15.16	4.3 years	$	34,316
Options expected to vest	1,285	$	27.65	7.7 years	10,177
Options vested and expected to vest	2,967	$	20.57	5.8 years	$	44,493

Year of Grant	Range of Exercise Prices				Weighted Average Remaining Contract Life	Options Outstanding					Options Exercisable
	Min		Max			Options Outstanding	WAEP		Aggregate Intrinsic Value		Options Exercisable	WAEP		Aggregate Intrinsic Value
2005 - expire 2015	$	8.84	$	8.84	0.4 years	109	$	8.84	$	2,908	109	$	8.84	$	2,908
2006 - expire 2016	$	12.93	$	14.50	1.6 years	93	$	12.99	2,110		93	$	12.99	2,110
2007 - expire 2017	$	10.42	$	19.94	2.2 years	301	$	19.83	4,735		301	$	19.83	4,735
2008 - expire 2018	$	6.01	$	9.15	3.2 years	170	$	6.19	5,006		170	$	6.19	5,006
2009 - expire 2019	$	4.65	$	7.00	4.2 years	176	$	4.76	5,415		176	$	4.76	5,415
2010 - expire 2020	$	12.34	$	12.38	5.1 years	503	$	12.37	11,659		352	$	12.37	8,170
2011 - expire 2021	$	17.43	$	22.71	6.1 years	428	$	17.49	7,737		221	$	17.48	3,996
2012 - expire 2022	$	26.66	$	27.18	7.2 years	519	$	26.67	4,611		194	$	26.67	1,721
2013 - expire 2023	$	31.68	$	31.68	8.1 years	392	$	31.68	1,520		66	$	31.68	255
2014 - expire 2024	$	25.24	$	37.88	9.3 years	465	$	34.40	539		0	$	—	—
Total	$	4.65	$	37.88	5.9 years	3,156	$	20.91	$	46,240	1,682	$	15.16	$	34,316

The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying common shares exceeds the option exercise price. The total intrinsic value of options exercised during fiscal 2014, 2013 and 2012 was $11.9 million, $20.9 million and $41.7 million, respectively. The total fair value of options that vested during fiscal 2014, 2013 and 2012 was $2.5 million, $3.8 million and $4.8 million, respectively.

Restricted Stock Units ("RSU")- Beginning in fiscal 2013, RSUs granted generally cliff vest over three years, and prior to fiscal 2013, RSUs granted cliff vest over four years. The aggregate intrinsic value is calculated as the amount by which the fair value of the underlying common shares exceeds the exercise price. The total intrinsic value of RSUs that vested during fiscal 2014, 2013 and 2012 was $3.7 million, $4.0 million and $5.6 million, respectively. The total fair value of RSUs that vested during fiscal 2014, 2013 and 2012 was $1.4 million, $0.7 million and $1.2 million, respectively. As of January 31, 2015, the total compensation cost related to nonvested RSUs not yet recognized was approximately $5.0 million with a weighted average expense recognition period remaining of 1.7 years. The weighted average exercise price for all RSUs is zero.

For the periods presented, the following tables summarize RSU activity, weighted average grant date fair value (“GDFV”) and aggregate intrinsic value (units and intrinsic value in thousands):

	Fiscal
	2014				2013				2012
	Units		GDFV		Units		GDFV		Units		GDFV
Outstanding beginning of year	377		$	23.41	436		$	15.39	546		$	9.33
Granted	103		$	34.53	92		$	35.50	114		$	27.48
Vested	(114	)	$	14.11	(136	)	$	5.51	(208	)	$	5.86
Forfeited	(46	)	$	29.55	(15	)	$	29.46	(16	)	$	16.82
Outstanding end of year	320		$	29.21	377		$	23.41	436		$	15.39

				Weighted Average	Aggregate
				Remaining	Intrinsic
As of January 31, 2015:	Units	GDFV		Contract Life	Value
RSUs expected to vest	255	$	29.40	1.3 years	$	9,066

Performance-Based Restricted Stock Units ("PSU")- The Company granted PSUs beginning in fiscal 2013. These awards cliff vest at the end of a three-year period based upon achievement of pre-established goals as of the end of the first year of the term. PSUs receive dividend equivalents in the form of additional PSUs, which are subject to the same restrictions and forfeiture provisions as the original award. Consistent with RSUs, the grant date fair value of PSUs is based on the closing market price of DSW Class A Common Shares on the date of grant. As ofJanuary 31, 2015, the total compensation cost related to nonvested PSUs not yet recognized was approximately $3.9 million with a weighted average expense recognition period remaining of 2.0 years. The weighted average exercise price for all PSUs is zero.

For the periods presented, the following tables summarize PSU activity, GDFV and aggregate intrinsic value (units and intrinsic value in thousands):

	Fiscal
	2014				2013
	Units		GDFV		Units	GDFV
Outstanding beginning of year	69		$	31.76	—	$	—
Granted	111		$	34.52	69	$	31.76
Vested	—		—		—	$	—
Forfeited	(7	)	$	32.74	—	$	—
Outstanding end of year	173		$	33.50	69	$	31.76

				Weighted Average	Aggregate
				Remaining	Intrinsic
As of January 31, 2015:	Units	GDFV		Contract Life	Value
PSUs expected to vest	142	$	33.50	1.9 years	$	5,052

Director Stock Units-The Company issues stock units to directors who are not employees. Stock units are automatically granted to each non-employee director on the date of each annual meeting of shareholders based on the fair market value of DSW Class A Common Shares. In addition, each director eligible to receive compensation for board service may elect to have the cash portion of such directors’ compensation paid in the form of stock units. Stock units granted to directors vest immediately and are settled upon the director terminating service from the board. For grants beginning in fiscal 2012, directors were given the option to exercise their units at a specified point in the future or upon completion of service. Stock units granted to directors, which are not subject to forfeiture, are considered to be outstanding for the purposes of computing basic earnings per share. The exercise price of the director stock units is zero. The following table summarizes director stock unit activity (units in thousands):

	Fiscal
	2014		2013		2012
Outstanding beginning of year	330		316		384
Granted	52		34		54
Exercised	(22	)	(20	)	(122	)
Outstanding end of year	360		330		316

Stock Appreciation Rights ("SARs")- The 2005 Plan also covers the issuance of SARs. DSW Inc. entered into a SARs agreement with a non-employee on June 16, 2014, wherein DSW Inc. granted a total of 0.5 million SARs in two equal tranches with respect to DSW Class A Common Shares. The SARs have an expiration date of June 15, 2017, and will vest and become exercisable on the earlier of the one year anniversary of contract termination or the second anniversary of the Grant Date. Each SAR entitles the participant to receive, upon exercise, an amount in cash equal to the excess of the reported closing price of a Class A Common Share on the date of exercise over the applicable exercise price. The exercise price per the First Tranche SAR is $25.24 and the exercise price per the Second Tranche SAR is $27.38. For the year ended January 31, 2015, the total expense related to SARs was approximately $1.7 million.

The fair value of the SARs was estimated using the Black-Scholes pricing model with the following assumptions for the period presented:

Assumptions:	As of January 31, 2015
Risk-free interest rate	0.6%
Expected volatility of DSW Common Shares	24.9%
Expected term	2.3 years
Expected dividend yield	2.3%

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Financial Assets:
Cash and equivalents	$ 59,171	$ 112,021
Short-term investments(a)	171,268	224,167
Long-term investments(a)	216,810	243,373
Notes Receivable, Related Parties, Noncurrent	43,304	0
Total assets	490,553	579,561
Activity related to fair value of assets held and used that realized an impairment loss [Abstract]
Assets held and used	0
Impairment of Long-Lived Assets Held-for-use	5,095	809	0
Impairment of Long-Lived Assets to be Disposed of		809
Level 1 [Member]
Financial Assets:
Cash and equivalents	59,171	112,021
Short-term investments(a)	0	0
Long-term investments(a)	0	0
Notes Receivable, Related Parties, Noncurrent	0	0
Total assets	59,171	112,021
Level 2 [Member]
Financial Assets:
Cash and equivalents	0	0
Short-term investments(a)	171,268	224,167
Long-term investments(a)	216,810	243,373
Notes Receivable, Related Parties, Noncurrent	43,304	0
Total assets	$ 431,382	$ 467,540

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Debt Obligations and Warrant Liabilities Letter or Credit Agreement (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014
Debt Instrument [Line Items]
Letter of Credit, Expiration Date	Aug. 02, 2018
Collateral Requirement (Domestic)	103.00%
Letter of Credit Agreement, Cash Collateral Requirement (Foreign Currency)	105.00%
Letter of Credit Facility, Initiation Date	Aug. 02, 2013
Letter of Credit, Maximum Borrowing Capacity	$ 50
Letters of Credit Outstanding, Amount	9.3	5.6
Letters of credit outstanding, cash held on deposit	$ 11.5	$ 6.1

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Investments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014
Schedule of Investments, Reported Amounts, by Category [Line Items]
Short-term investments	$ 171,201	$ 224,098
Long-term investments	216,756	243,188
Investment disclosure [Abstract]
Gross unrealized gains on short-term investments	117	151
Gross unrealized losses on short-term investments	50	82
Gross unrealized gains from long-term held-to-maturity investments	371	561
Gross unrealized losses on long-term held-to-maturity investments	317	376
Held-to-maturity Securities [Member] | Term notes and bonds
Schedule of Investments, Reported Amounts, by Category [Line Items]
Short-term investments	154,054	202,048
Long-term investments	216,756	243,188
Available-for-sale Securities [Member] | Bonds
Schedule of Investments, Reported Amounts, by Category [Line Items]
Short-term investments	17,147	22,050
Long-term investments	$ 0	$ 0

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Business Operations (Tables)

12 Months Ended

Jan. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Percentage of sales attributable to each merchandise category [Table Text Block]

The following table sets forth the approximate percentage of DSW segment sales attributable to each merchandise category for the periods presented:

	Fiscal
Category	2014	2013	2012
Women's footwear	61%	62%	65%
Men's footwear	18%	17%	16%
Athletic footwear	12%	12%	12%
Accessories and Other	9%	9%	7%

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Business Operations Store Data (Details)	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Schedule of Stores Supplied With Merchandise [Line Items]
Number of Reportable Segments	2
Affiliated Business Group [Abstract]
Number of new leased departments added	27	18	19
Number of leased departments ceased	12	6	11
DSW Segment [Abstract]
Number of States in which Entity Operates	42
Number of Stores	431
Number of new stores opened	37	30	39
Number of stores closed			1
Stein Mart Stores [Member]
Affiliated Business Group [Abstract]
Number of stores supplied by the entity	269
Gordmans Stores [Member]
Affiliated Business Group [Abstract]
Number of stores supplied by the entity	97
Frugal Fannie's Stores [Member]
Affiliated Business Group [Abstract]
Number of stores supplied by the entity	1
Yellow Box [Member]
Affiliated Business Group [Abstract]
Number of stores supplied by the entity	4
Affiliated Business Group segment [Member]
Affiliated Business Group [Abstract]
Concentration Risk, Percentage	5.80%	5.80%	5.90%

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Accrued Expenses

12 Months Ended

Jan. 31, 2015

Payables and Accruals [Abstract]

ACCRUED EXPENSES

ACCRUED EXPENSES

The balance sheet caption "Accrued expenses" was comprised of the following as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Gift cards and merchandise credits	$	40,313	$	37,651
Compensation	11,317		18,043
Taxes	16,798		13,581
Customer loyalty program	14,788		19,547
Other(1)	29,964		26,875
Total accrued expenses	$	113,180	$	115,697

(1) Other is comprised of deferred revenue, guarantees, sales return allowance and various other accrued expenses including advertising expenses, professional fees and rent.

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Segment Reporting

12 Months Ended

Jan. 31, 2015

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

The reportable segments are the DSW segment, which includes DSW stores and dsw.com, and the Affiliated Business Group segment. The Company has identified such segments based on internal management reporting and responsibilities and measures segment profit as gross profit, which is defined as net sales less cost of sales. All operations are located in the United States and its territories. The goodwill balance of $25.9 million as of January 31, 2015 and February 1, 2014 is recorded in the DSW segment. In order to reconcile to the consolidated financial statements, the Company includes Other, which consists of assets, liabilities and expenses of the former RVI (see Note 2) and the equity investment in Town Shoes (see Note 3). The settlement of the pension plan in fiscal 2013 was recorded in Other.

	DSW		Affiliated Business Group		Other		DSW Inc.
	(in thousands)
As of and for the fiscal year ended January 31, 2015
Net sales	$	2,352,464	$	143,628	—		$	2,496,092
Gross profit	726,630		28,391		—		755,021
Capital expenditures	90,215		3,099		—		93,314
Total assets	1,263,577		104,897		$	69,769	1,438,243
As of and for the fiscal year ended February 1, 2014
Net sales	$	2,230,996	$	137,672	—		$	2,368,668
Gross profit	710,972		28,315		—		739,287
Capital expenditures	83,231		569		—		83,800
Total assets	1,340,629		80,221		$	394	1,421,244
As of and for the fiscal year ended February 2, 2013
Net sales	$	2,125,262	$	132,516	—		$	2,257,778
Gross profit	696,854		27,866		—		724,720
Capital expenditures	99,326		426		—		99,752

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Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Jan. 31, 2015

Quarterly Financial Data [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

In the Company’s opinion, the unaudited quarterly financial information reflects all normal and recurring accruals and adjustments necessary for a fair presentation of net income for interim periods. Quarterly results are not necessarily indicative of a full year’s operations because of various factors. The following tables present unaudited quarterly financial information for the periods presented:

	Thirteen weeks ended
	May 3, 2014			August 2, 2014			November 1, 2014			January 31, 2015
	(in thousands, except per share data)
Net sales	$	598,947		$	587,096		$	669,872		$	640,177
Cost of sales	(410,942		)	(415,192		)	(451,315		)	(463,622		)
Operating expenses	(126,754		)	(118,594		)	(138,860		)	(128,681		)
Operating profit	61,251			53,310			79,697			47,874
Interest income, net	958			635			600			602
Income from continuing operations before income taxes and income from Town Shoes	62,209			53,945			80,297			48,476
Income tax provision	(23,570		)	(20,824		)	(31,792		)	(19,527		)
Income from Town Shoes	—			849			1,049			1,915
Income from continuing operations	38,639			33,970			49,554			30,864
Income from discontinued operations, net of tax	—			358			—			(86		)
Net income	$	38,639		$	34,328		$	49,554		$	30,778
Diluted earnings per share(1):	$	0.42		$	0.38		$	0.55		$	0.34

	Thirteen weeks ended
	May 4, 2013			August 3, 2013			November 2, 2013			February 1, 2014
	(in thousands, except per share data)
Net sales	$	601,362		$	562,063		$	632,976		$	572,267
Cost of sales	(418,365		)	(378,621		)	(420,106		)	(412,289		)
Operating expenses	(128,711		)	(129,461		)	(124,614		)	(115,113		)
Operating profit	54,286			53,981			88,256			44,865
Interest income, net	340			481			1,036			762
Income from continuing operations before income taxes	54,626			54,462			89,292			45,627
Income tax provision	(20,111		)	(20,742		)	(34,331		)	(17,521		)
Net income	$	34,515		$	33,720		$	54,961		$	28,106
Diluted earnings per share(1):	$	0.38		$	0.37		$	0.60		$	0.30

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Fair Value Measurements (Tables)

12 Months Ended

Jan. 31, 2015

Fair Value Disclosures [Abstract]

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents financial assets at fair value as of the periods presented:

	January 31, 2015						February 1, 2014
	Total		Level 1		Level 2		Total		Level 1		Level 2
	(in thousands)
Financial Assets:
Cash and equivalents	$	59,171	$	59,171	—		$	112,021	$	112,021	—
Short-term investments(a)	171,268		—		$	171,268	224,167		—		$	224,167
Long-term investments(a)	216,810		—		216,810		243,373		—		243,373
Note receivable from Town Shoes (b)	43,304		—		43,304		—		—		—
Total Financial Assets	$	490,553	$	59,171	$	431,382	$	579,561	$	112,021	$	467,540

Activity Related to the Fair Value of Assets Held

The following table presents the activity related to the fair value of assets held and used that realized an impairment loss for the periods presented:

					Total Losses
	As of January 31, 2015				Fiscal
	Level 1	Level 2	Level 3	Fair Value as of the Impairment Date	2014		2013
	(in thousands)				(in thousands)
Assets held and used	—	—	—	—	$	5,095	$	809

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Feb. 01, 2014
ASSETS [Abstract]:
Cash and equivalents	$ 59,171	$ 112,021
Short-term investments	171,201	224,098
Accounts receivable, net	24,400	26,593
Accounts receivable from related parties	7	53
Inventories	450,836	397,768
Prepaid expenses and other current assets	43,108	34,072
Prepaid expenses to related parties	0	29
Deferred income taxes	19,747	18,130
Total current assets	768,470	812,764
Property and equipment, net	337,903	318,620
Long-term investments	216,756	243,188
Goodwill	25,899	25,899
Deferred income taxes	11,332	11,587
Prepaid expenses to related parties, non-current	794	514
Equity Method Investments	25,887	0
Notes Receivable, Related Parties, Noncurrent	43,304	0
Other assets	7,898	8,672
Total assets	1,438,243	1,421,244
LIABILITIES AND SHAREHOLDERS’ EQUITY [Abstract]:
Accounts payable	169,518	167,949
Accounts payable to related parties	1,092	756
Accrued Liabilities, Current	113,180	115,697
Total current liabilities	283,790	284,402
Non-current liabilities	143,333	138,298
Commitments and contingencies	0	0
Shareholders’ equity [Abstract]:
Common Shares	908,679	890,698
Preferred shares, no par value; 100,000 authorized; no shares issued or outstanding	0	0
Treasury Stock, Value	(86,938)	(1,600)
Retained earnings	220,826	134,439
Basis difference related to acquisition of commonly controlled entity	(24,993)	(24,993)
Accumulated other comprehensive loss	(6,454)	0
Total shareholders’ equity	1,011,120	998,544
Total liabilities and shareholders’ equity	$ 1,438,243	$ 1,421,244

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Business Operations

12 Months Ended

Jan. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BUSINESS OPERATIONS AND BASIS OF PRESENTATION

BUSINESS OPERATIONS

Business Operations- DSW Inc. and its wholly owned subsidiaries are herein referred to collectively as DSW Inc. or the “Company”. DSW’s Class A Common Shares are listed on the New York Stock Exchange under the ticker symbol “DSW”. DSW Class B Common Shares are not listed on a stock exchange but are exchangeable for Class A Common Shares at the election of the shareholder.

DSW Inc. has two reportable segments: the DSW segment, which includes DSW stores and dsw.com, and the Affiliated Business Group ("ABG") segment. DSW offers a wide assortment of brand name dress, casual and athletic footwear and accessories for women, men and kids. As of January 31, 2015, DSW operated a total of 431 stores located in 42 states, the District of Columbia and Puerto Rico, and dsw.com. During fiscal 2014, 2013 and 2012, DSW opened 37, 30 and 39 new DSW stores, respectively, and during 2012, closed 1 DSW store.

DSW separates its merchandise into four primary categories: women's footwear; men's footwear; athletic footwear; and accessories and other. The following table sets forth the approximate percentage of DSW segment sales attributable to each merchandise category for the periods presented:

	Fiscal
Category	2014	2013	2012
Women's footwear	61%	62%	65%
Men's footwear	18%	17%	16%
Athletic footwear	12%	12%	12%
Accessories and Other	9%	9%	7%

DSW Inc., through its ABG segment, also partners with four other retailers to help build and optimize their footwear businesses. As of January 31, 2015, ABG supplied merchandise to 269 Stein Mart stores and Steinmart.com, 97 Gordmans stores and one Frugal Fannie’s store. During fiscal 2014, 2013 and 2012, ABG added 27, 18 and 19 new shoe departments, respectively, and ceased operations in 12, 6 and 11 shoe departments, respectively. In fiscal 2014, ABG opened four Yellow Box retail stores, which offer core fashion sandals, flats, dress shoes, boots and exclusive products in premier shopping destinations throughout the United States. Affiliated Business Group segment sales represented 5.8%, 5.8% and 5.9% of total DSW Inc. net sales for fiscal 2014, 2013 and 2012, respectively.

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Earnings per Share and Shareholders' Equity Anti-Dilutive Securities (Details) In Millions, unless otherwise specified	12 Months Ended
	Jan. 31, 2015	Feb. 01, 2014	Feb. 02, 2013
Stock Options and Restricted Stock Units [Member]
Diluted earnings per share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1.1	0.8	0.6
Warrants [Member]
Diluted earnings per share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			0.2

XML

Accrued Expenses (Details) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Feb. 01, 2014
Payables and Accruals [Abstract]
Gift cards and merchandise credits	$ 40,313	$ 37,651
Compensation	11,317	18,043
Taxes	16,798	13,581
Customer loyalty program	14,788	19,547
Other(1)	29,964	26,875
Total accrued expenses	$ 113,180	$ 115,697

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Income Taxes

12 Months Ended

Jan. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

Income Tax Provision- The following table presents the composition of the provision for income taxes for continuing operations for the periods presented:

	Fiscal
	January 31, 2015			February 1, 2014			February 2, 2013
Current:	(in thousands)
Federal	$	80,205		$	36,407		$	14,070
Foreign	717			22			—
State and local	16,152			14,817			9,193
Total current tax expense	97,074			51,246			23,263
Deferred:
Federal	(1,616		)	42,557			70,158
State and local	255			(1,098		)	2,006
Total deferred tax expense	(1,361		)	41,459			72,164
Income tax provision	$	95,713		$	92,705		$	95,427

Rate Reconciliation- The following table presents a reconciliation of the expected income taxes for continuing operations based upon the statutory federal income tax rate:

	Fiscal
	January 31, 2015			February 1, 2014			February 2, 2013
	(in thousands)
Income tax expense at federal statutory rate	$	87,059		$	85,402		$	84,215
State and local taxes-net	8,808			8,532			7,631
Warrants	—			—			2,142
Other	(154		)	(1,229		)	1,439
Income tax provision	$	95,713		$	92,705		$	95,427

Deferred Tax Assets and Liabilities- The following tables present the deferred tax assets and liabilities and the components of deferred tax assets and liabilities as of the periods presented:

	January 31, 2015		February 1, 2014
	(in thousands)
Current deferred tax assets	$	19,747	$	18,130
Non-current deferred tax assets	11,332		11,587
Total net deferred tax asset	$	31,079	$	29,717

	January 31, 2015			February 1, 2014
	(in thousands)
Deferred tax assets:
State net operating loss and tax credits	$	701		$	332
Inventory	7,562			5,826
Construction and tenant allowances	6,074			7,441
Stock-based compensation	9,624			7,457
Benefit from uncertain tax positions	100			58
Guarantees	1,185			1,347
Accrued expenses	1,890			961
Accrued rewards	5,918			7,756
Accrued rent	15,395			14,790
Other	14,317			13,068
Total deferred tax assets, gross of valuation allowance	62,766			59,036
Less: valuation allowance	(1,246		)	(860		)
Total deferred tax assets, net of valuation allowance	61,520			58,176
Deferred tax liabilities:
Property and equipment	(27,236		)	(24,214		)
Prepaid expenses	(1,113		)	(957		)
Other	(2,092		)	(3,288		)
Total deferred tax liabilities	(30,441		)	(28,459		)
Total – net deferred tax asset	$	31,079		$	29,717

The federal net operating loss and state net operating loss and tax credits were fully utilized in 2013. The Company establishes valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. The valuation allowance as of January 31, 2015 is related to a capital loss carryforward, state income tax credits and state income tax refunds. The valuation allowance as of February 1, 2014 was related to a capital loss carryforward and state income tax credits.

As of January 31, 2015, U.S. taxes have not been provided on unremitted earnings of subsidiaries operating outside of the United States. These earnings, which are considered to be invested indefinitely, would become subject to income tax if the Company elects to distribute these foreign earnings in the future. Determination of the amount of unrecognized deferred U.S. income tax liability on these unremitted earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs.

Uncertain Tax Positions- As of January 31, 2015, February 1, 2014 and February 2, 2013, unrecognized tax benefits of $3.4 million, $1.8 million and $1.3 million, respectively, of the total unrecognized tax benefits would affect the effective tax rate if recognized. The following table presents the reconciliation of the beginning and ending amount of unrecognized tax benefits as of the periods presented:

	January 31, 2015			February 1, 2014			February 2, 2013
	(in thousands)
Beginning balance	$	1,838		$	1,253		$	2,315
Additions for tax positions taken in the current year	1,621			1,184			400
Reductions for tax positions taken in prior years:
Changes in judgment	—			(69		)	(345		)
Lapses of applicable statutes of limitations	—			(530		)	(755		)
Settlements during the year	(73		)	—			(362		)
Ending balance	$	3,386		$	1,838		$	1,253

While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, any changes are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

As of January 31, 2015 and February 1, 2014, $0.5 million and $0.2 million, respectively, was accrued for the payment of interest and penalties.

DSW Inc. is no longer subject to U.S federal income tax examination and state income tax examinations for years prior to 2010. DSW Inc. estimates the range of possible changes that may result from any current and future tax examinations to be insignificant at this time.

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	Jan. 31, 2015
Contractual Obligations [Abstract]
Purchase Commitment, Remaining Minimum Amount Committed	$ 6.9
Unrecorded Unconditional Purchase Obligation, Due within Two Years	2.6
New store locations for which lease agreements signed, number	34
Operating Leases, future minimum payments due, current, new stores	9.6
Incentive to Lessee	$ 13.6

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Earnings per Share and Shareholders' Equity (Tables)

12 Months Ended

Jan. 31, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Reconciliation [Table Text Block]

The following is a reconciliation of the number of shares used in the calculation of diluted earnings per share computations for the periods presented:

	Fiscal
	2014	2013	2012
	(in thousands)
Weighted average shares outstanding	89,499	90,472	88,846
Assumed exercise of dilutive stock options	910	1,202	1,504
Assumed exercise of dilutive RSUs and PSUs	203	227	256
Number of shares for computation of diluted earnings per share	90,612	91,901	90,606

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Property and Equipment, Net

12 Months Ended

Jan. 31, 2015

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT, NET

The balance sheet caption "Property and equipment, net" was comprised of the following as of the periods presented:

	January 31, 2015			February 1, 2014
	(in thousands)
Property and equipment:
Land	$	1,110		$	1,110
Furniture, fixtures and equipment	437,745			387,913
Buildings, building and leasehold improvements	353,283			325,340
Total property and equipment	792,138			714,363
Accumulated depreciation and amortization	(454,235		)	(395,743		)
Property and equipment, net	$	337,903		$	318,620