SCHEDULE 13G
Amendment No. 2
DSW INC
Class A Common Stock
Cusip #23334L102
Cusip #23334L102
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 4,200
Item 6: 0
Item 7: 2,365,637
Item 8: 0
Item 9: 2,365,637
Item 11: 14.501%
Item 12: HC
Cusip #23334L102
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 2,365,637
Item 8: 0
Item 9: 2,365,637
Item 11: 14.501%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
DSW INC
Item 1(b). Name of Issuer's Principal Executive Offices:
4150 East 5th Avenue
Columbus, OH 43219
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
23334L102
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 2,365,637
(b) Percent of Class: 14.501%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 4,200
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 2,365,637
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Class A Common Stock of DSW INC. The
interest of the Fidelity Advisor Equity Growth Fund, an
investment company registered under the Investment
Company Act of 1940, in the Class A Common Stock of DSW
INC, amounted to 937,317 shares or 5.746% of the total
outstanding Class A Common Stock at December 31, 2008.
The interest of VIP Growth, an investment company registered
under the Investment Company Act of 1940, in the Class A
Common Stock of DSW INC, amounted to 1,165,852 shares
or 7.146% of the total outstanding Class A Common Stock at
December 31, 2008.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 12, 2009
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 2,362,187 shares or
14.480% of the Class A Common Stock outstanding of DSW
INC ("the Company") as a result of acting as investment
adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940.
The ownership of an investment company, Fidelity
Advisor Equity Growth Fund, amounted to 937,317 shares or
5.746% of the Class A Common Stock outstanding. Fidelity
Advisor Equity Growth Fund has its principal business office
at 82 Devonshire Street, Boston, Massachusetts 02109.
The ownership of an investment company, VIP
Growth, amounted to 1,165,852 shares or 7.146% of the Class
A Common Stock outstanding. VIP Growth has its principal
business office at 82 Devonshire Street, Boston,
Massachusetts 02109.
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 2,362,187 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Pyramis Global Advisors, LLC ("PGALLC"), 53 State
Street, Boston, Massachusetts, 02109, an indirect wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 3,450 shares or 0.021% of
the outstanding Class A Common Stock of DSW INC as a
result of its serving as investment adviser to institutional
accounts, non-U.S. mutual funds, or investment companies
registered under Section 8 of the Investment Company Act of
1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
3,450 shares and sole power to vote or to direct the voting of
3,450 shares of Class A Common Stock owned by the
institutional accounts or funds advised by PGALLC as
reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 12, 2009, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the Class
A Common Stock of DSW INC at December 31, 2008.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel
Fidelity Advisor Equity Growth Fund
By /s/ Scott C. Goebel
Scott C. Goebel
Secretary
VIP Growth
By /s/ Scott C. Goebel
Scott C. Goebel
Secretary