UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-CSR

Investment Company Act file number:  811-05385

 
DWS Value Series, Inc.
 (Exact Name of Registrant as Specified in Charter)

345 Park Avenue
New York, NY 10154-0004
 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 250-3220

Paul Schubert
60 Wall Street
New York, NY 10005
(Name and Address of Agent for Service)

Date of fiscal year end:
11/30
   
Date of reporting period:
11/30/2013

ITEM 1.
REPORT TO STOCKHOLDERS

 
 
November 30, 2013
 
Annual Report
 
to Shareholders
 
 
DWS Equity Dividend Fund
 
 
Contents
 
3 Letter to Shareholders
4 Portfolio Management Review
10 Performance Summary
12 Investment Portfolio
18 Statement of Assets and Liabilities
20 Statement of Operations
21 Statement of Changes in Net Assets
22 Financial Highlights
28 Notes to Financial Statements
40 Report of Independent Registered Public Accounting Firm
41 Information About Your Fund's Expenses
42 Tax Information
43 Advisory Agreement Board Considerations and Fee Evaluation
48 Board Members and Officers
54 Account Management Resources
 
This report must be preceded or accompanied by a prospectus. To obtain a summary prospectus, if available, or prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the fund. Please read the prospectus carefully before you invest.
 
Investing in derivatives entails special risks relating to liquidity, leverage and credit that may reduce returns and/or increase volatility. Dividends are not guaranteed. If the dividend-paying stocks held by the fund reduce or stop paying dividends, the fund's ability to generate income may be adversely affected. Preferred stocks, a type of dividend-paying stock, present certain additional risks. The fund may lend securities to approved institutions. Stocks may decline in value. See the prospectus for details.
 
Deutsche Asset & Wealth Management represents the asset management and wealth management activities conducted by Deutsche Bank AG or any of its subsidiaries, including the Advisor and DWS Investments Distributors, Inc.
 
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
 
Letter to Shareholders
 
Dear Shareholder:
 
Having recently joined Deutsche Asset & Wealth Management as president of the DWS funds and head of Fund Administration, I'd like to take this opportunity to introduce myself. I come with 20 years of experience in asset management and the mutual fund industry. My job is to work closely with your fund board to ensure optimal oversight of the DWS funds' management and operations. I look forward to serving in this role on your behalf.
 
As for the economy, experts seem to agree that both the U.S. and global economies are recovering. Interest rates, while destined to rise to a level more in line with historical "normal" at some point, will likely remain relatively low for the foreseeable future. The stock markets continue to demonstrate strength as housing rebounds, American manufacturing strengthens, the U.S. budget deficit improves and unemployment continues to move lower. However, uncertainty persists regarding the pace of the recovery, the eventual tapering of government bond purchases, the potential for further political gridlock around the fiscal impasse and lingering effects of the financial crisis. All this uncertainty may well contribute to volatility in both the bond and stock markets.
 
It may help to remember that market fluctuations are not unusual. However, significant market swings may also reflect behavior that is driven more by investor emotion than any fundamental factors relating to the securities in question. If volatility is making you nervous, it may be time to review your investments. A trusted financial advisor can help you determine if a strategy change is appropriate and identify risk management strategies that serve your specific goals and situation.
 
Best regards,
Brian Binder
 
President, DWS Funds
 
Portfolio Management Review (Unaudited)
 
Market Overview and Fund Performance
 
All performance information below is historical and does not guarantee future results. Returns shown are for Class A shares, unadjusted for sales charges. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit dws-investments.com for the most recent month-end performance of all share classes. Fund performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had. Please refer to pages 10 through 11 for more complete performance information.
 
DWS Equity Dividend Fund returned 24.36% during the 12-month period ended November 30, 2013, underperforming the 30.30% return of the Standard & Poor's 500 ® (S&P 500) Index.
 
The robust return of the S&P 500 Index reflects the extremely positive environment for equities that was in place during the past year. The resolution of the "fiscal cliff" concerns in early January 2013 removed a major uncertainty that had been hanging over the market through the second half of 2012, shoring up confidence among businesses, consumers and investors alike. The U.S. economy staged a recovery in the subsequent months, fueled by strength in the housing, auto and retail sectors. While this recovery was both unsteady and weaker than the United States' historical growth rate, it was strong enough to underpin modest earnings growth for corporate America. In addition, the support from the extremely accommodative monetary policy of the U.S. Federal Reserve Board (the Fed) gave investors the confidence to pay steadily higher valuations for stocks as the year progressed.
 
Investment Process
We aim to add value through stock selection. We utilize a proprietary investment process designed to identify attractive investment candidates generated by more than 5,000 equity analysts around the globe, who collectively cover over 10,000 securities. Through the quality of these analysts' fundamental research, this process seeks to identify investments that may offer the potential for price appreciation. In addition, we utilize a screening process to identify stocks that may offer above-average dividend yields. The investment process also takes into consideration various factors — both risk and return factors relative to the benchmark — and assists portfolio management in devising allocations among investable securities.
 
Unfortunately, the fund did not fully participate in the market's upside. Our investment process fell short of the benchmark in the past 12 months ending November 30, 2013, which we think provides some insight into the broader environment for equities. We aim to take advantage of the skills of the world's top stock analysts, but analysts, as a group, haven't performed well in the past year. This coincides with the introduction of the Fed's third round of quantitative easing, or QE3. Since the program began in September 2012, fundamentals have taken a back seat to momentum and liquidity factors as the key drivers of individual stock performance. In addition, the type of dividend-paying stocks on which we focus lagged in the environment of rising bond yields and elevated investor risk appetites. Simply put, a focus on traditional factors such as earnings, dividends and valuations left analysts out of step with the momentum-driven environment of the past year.
 
In the longer term, however, we think a tapering of QE3 could cause fundamentals to come back to the forefront — a change that should be reflected in the results of our process. In the meantime, we are seeking to "play defense" by tweaking our stock-selection models, managing the size of our sector weightings and reducing turnover. We believe this will help bolster the fund's relative performance as we await the return of a more typical environment.
 
Fund Performance
 
The nature of our approach means that stock selection, rather than sector or country allocations, will typically be the most important driver of relative performance. Our stock selection process worked best in the industrials sector, while it was least effective in health care and financials.
 
While we do not target specific sector allocations, our bottom-up process leads us to take over- and underweight positions in certain sectors. During the past 12 months ended November 30, 2013, our overweight in financials and underweight in information technology helped performance, while our overweight in utilities detracted.
 
From a high-level standpoint, our underperformance in health care was driven by our tilt toward pharmaceutical stocks, which underperformed, and away from biotechnology companies, which surged. One of the fund's largest detractors was our overweight position in Eli Lilly & Co., which continues to feature strong fundamentals but was nonetheless caught up in the broader downturn among "defensive" stocks. Similarly, our overweight in Merck & Co., Inc. pressured our relative performance. Even though the stock finished the year with a gain, it trailed the return of both the health care sector and the broader market in general.
 
Our shortfall in the financials sector was driven by several stock-specific events. Our largest detractor was the Annaly Capital Management, Inc.,* which fell due to volatile mortgage rates and accounting issues at one of its subsidiaries. A position in the real estate investment trust (REIT) Simon Property Group, Inc. also pressured returns. The stock finished the year flat — well behind the sector as a whole — as rate-sensitive REITs lagged sharply amid the sharp increase in bond yields that occurred in the second half of the annual period. The fund's investments in BOC Hong Kong (Holdings) Ltd.* and Citigroup, Inc.* also pressured our returns within financials.
 
* Not held in the portfolio as of November 30, 2013.
 
Outside of these two sectors, the largest detractors were Freeport- McMoRan Copper & Gold, Inc., which was hurt by the deep decline in commodity prices, and Apple, Inc., which fell well off its 2012 highs on concerns about the company's lack of compelling new product offerings.
 
On the plus side, our positions Pitney Bowes, Inc. and Best Buy Co., Inc. added to performance. Both were among the worst performers in the S&P 500 during 2012, but investors came to recognize the value in these stocks in 2013. Two insurance stocks — MetLife, Inc. and Prudential Financial, Inc. — also made large contributions to performance during the annual period. Insurance stocks tend to perform well during periods of rising interest rates, since they are able to earn higher income from their extensive bond portfolios. Also in financials, our position in SEI Investments Co. generated meaningful outperformance on the strength of rising earnings, robust asset inflows and its expanding geographic footprint.
 
Ten Largest Equity Holdings at November 30, 2013 (31.3% of Net Assets)
1. PNC Financial Services Group, Inc.
Provider of diversified financial services
3.8%
2. Apple, Inc.
Designs, manufactures and markets personal computers and related computing and mobile communication devices
3.7%
3. Reinsurance Group of America, Inc.
Provides life reinsurance in North America
3.1%
4. MetLife, Inc.
Provider of insurance and financial services
3.1%
5. Merck & Co., Inc.
Global pharmaceutical company
3.0%
6. Altria Group, Inc.
Parent company operating in the tobacco and food industries
3.0%
7. Pfizer, Inc.
Manufacturer of prescription pharmaceuticals and nonprescription self-medications
2.9%
8. SEI Investments Co.
Provider of global investment and business solutions
2.9%
9. Marathon Oil Corp.
Explorer and producer of oil and gas
2.9%
10. CSX Corp.
Provides rail services around the world
2.9%
Portfolio holdings and characteristics are subject to change.
For more complete details about the fund's investment portfolio, see page 12 . A quarterly Fact Sheet is available on dws-investments.com or upon request. Please see the Account Management Resources section on page 54 for contact information.
 
In the industrials sector, where we outpaced the broader sector by a wide margin, the largest contributor was Honeywell International, Inc. The company exceeded earnings expectations that had been depressed by fears that the budget "sequester" would lead to lower defense spending by the U.S. government. Our performance was also helped by our underweights in Exxon Mobil Corp.* and Newmont Mining Corp.,* both of which lagged their respective sectors.
 
* Not held in the portfolio as of November 30, 2013.
 
"In this environment, we have maintained our emphasis on adding value through our disciplined, systematic stock selection process."
 
Outlook and Positioning
 
We believe the long-term market outlook remains supported by the steadily improving economic growth in the United States, along with the robust financial health of domestic corporations. In the near term, however, headline risk — particularly as it relates to the Fed's decision to taper its quantitative easing policy — could disrupt performance. In this environment, we have maintained our emphasis on adding value through our disciplined, systematic stock selection process. We believe that focusing on individual stock picking, rather than trying to construct a portfolio on the basis of economic developments or short-term market trends, is the most effective way to generate outperformance over the long term.
 
Portfolio Management Team
 
Thomas Voecking, Managing Director
 
Portfolio Manager of the fund. Joined the fund in 2011.
 
Joined Deutsche Bank in 1991. Other company positions include analyst at DB Research, Head of the Strategic Asset Consulting team, and overlay portfolio manager and product specialist.
 
Portfolio Manager for Market Research Strategies: Frankfurt.
 
MS, University of Muenster.
 
Juergen Foerster, Vice President
 
Portfolio Manager of the fund. Joined the fund in 2012.
 
Joined Deutsche Asset & Wealth Management in 2005 with 20 years of prior industry experience. Prior to joining, he was responsible for equity investments at Zürich Versicherung Deutschland for 15 years and at CommerzInvest for three years.
 
Portfolio Manager for Market Research Strategies: Frankfurt.
 
Completed bank training program at Commerzbank, Mannheim; Bankfachwirt from Bankakademie, Frankfurt.
 
Johannes Prix, PhD, CFA, Vice President
 
Portfolio Manager of the fund. Joined the fund in 2012.
 
Joined Deutsche Asset & Wealth Management in 2008. Prior to joining, he was an Assistant Professor at Vienna University of Economics.
 
Portfolio Manager for Market Research Strategies: Frankfurt.
 
MSc in Mathematics, University of Graz; PhD in Finance, Vienna University of Economics.
 
The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.
 
Terms to Know
 
The Standard & Poor's 500 (S&P 500) Index is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Index returns do not reflect fees or expenses and it is not possible to invest directly into an index.
 
Quantitative easing entails the Fed's purchase of government and other securities from the market in an effort to increase money supply.
 
Overweight means the fund holds a higher weighting in a given sector or security than the benchmark. Underweight means the fund holds a lower weighting.
 
Performance Summary November 30, 2013 (Unaudited)
Class A
1-Year
5-Year
10-Year
Average Annual Total Returns as of 11/30/13
Unadjusted for Sales Charge
24.36%
14.04%
4.38%
Adjusted for the Maximum Sales Charge (max 5.75% load)
17.21%
12.69%
3.77%
S&P 500 ® Index
30.30%
17.60%
7.69%
Class B
1-Year
5-Year
10-Year
Average Annual Total Returns as of 11/30/13
Unadjusted for Sales Charge
23.34%
13.11%
3.53%
Adjusted for the Maximum Sales Charge (max 4.00% CDSC)
20.34%
12.99%
3.53%
S&P 500 ® Index
30.30%
17.60%
7.69%
Class C
1-Year
5-Year
10-Year
Average Annual Total Returns as of 11/30/13
Unadjusted for Sales Charge
23.39%
13.18%
3.60%
Adjusted for the Maximum Sales Charge (max 1.00% CDSC)
23.39%
13.18%
3.60%
S&P 500 ® Index
30.30%
17.60%
7.69%
Class R
1-Year
5-Year
10-Year
Average Annual Total Returns as of 11/30/13
No Sales Charges
24.06%
13.68%
4.10%
S&P 500 ® Index
30.30%
17.60%
7.69%
Class S
1-Year
5-Year
Life of Class *
Average Annual Total Returns as of 11/30/13
No Sales Charges
24.65%
14.27%
2.83%
S&P 500 ® Index
30.30%
17.60%
6.97%
Institutional Class
1-Year
5-Year
10-Year
Average Annual Total Returns as of 11/30/13
No Sales Charges
24.76%
14.46%
4.74%
S&P 500 ® Index
30.30%
17.60%
7.69%
 
Performance in the Average Annual Total Returns table(s) above and the Growth of an Assumed $10,000 Investment line graph that follows is historical and does not guarantee future results. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit dws-investments.com for the Fund's most recent month-end performance. Fund performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had.
 
The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated March 1, 2013 are 1.20%, 2.10%, 1.95%, 1.53%, 0.96% and 0.83% for Class A, Class B, Class C, Class R, Class S and Institutional Class shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.
 
Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.
 
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge)
Yearly periods ended November 30
 
The Fund's growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 5.75%. This results in a net initial investment of $9,425.
 
The growth of $10,000 is cumulative.
 
Performance of other share classes will vary based on the sales charges and the fee structure of those classes.
 
* Class S shares commenced operations on February 28, 2005. The performance shown for the index is for the time period of February 28, 2005 through November 30, 2013, which is based on the performance period of the life of Class S.
 
The Standard & Poor's 500 (S&P 500) Index is an unmanaged, capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
   
Class A
   
Class B
   
Class C
   
Class R
   
Class S
   
Institutional Class
 
Net Asset Value
 
11/30/13
  $ 42.20     $ 41.97     $ 42.03     $ 42.09     $ 42.21     $ 42.25  
11/30/12
  $ 34.83     $ 34.65     $ 34.70     $ 34.73     $ 34.84     $ 34.89  
Distribution Information as of 11/30/13
 
Income Dividends, Twelve Months
  $ .97     $ .67     $ .69     $ .87     $ 1.06     $ 1.11  
 
Investment Portfolio as of November 30, 2013
   
Shares
   
Value ($)
 
       
Common Stocks 97.4%
 
Consumer Discretionary 8.3%
 
Auto Components 0.5%
 
TRW Automotive Holdings Corp.*
    74,000       5,742,400  
Automobiles 1.6%
 
Ford Motor Co.
    1,150,000       19,642,000  
Hotels, Restaurants & Leisure 0.5%
 
Yum! Brands, Inc.
    82,000       6,369,760  
Household Durables 0.3%
 
PulteGroup, Inc. (a)
    206,000       3,864,560  
Media 2.8%
 
Charter Communications, Inc. "A"*
    43,000       5,809,300  
Comcast Corp. "A"
    384,000       19,150,080  
Time Warner, Inc.
    78,000       5,125,380  
Viacom, Inc. "B"
    60,000       4,810,200  
              34,894,960  
Multiline Retail 0.4%
 
Macy's, Inc.
    95,000       5,059,700  
Specialty Retail 1.4%
 
Best Buy Co., Inc.
    420,000       17,031,000  
Textiles, Apparel & Luxury Goods 0.8%
 
Adidas AG
    35,000       4,255,099  
NIKE, Inc. "B"
    67,000       5,302,380  
              9,557,479  
Consumer Staples 5.4%
 
Beverages 0.5%
 
Coca-Cola Enterprises, Inc.
    144,000       6,039,360  
Food & Staples Retailing 1.3%
 
CVS Caremark Corp.
    93,000       6,227,280  
Safeway, Inc.
    122,000       4,266,340  
Walgreen Co.
    82,000       4,854,400  
              15,348,020  
Food Products 0.3%
 
Unilever NV (CVA)
    107,000       4,210,987  
Personal Products 0.3%
 
Herbalife Ltd.
    61,000       4,250,480  
Tobacco 3.0%
 
Altria Group, Inc.
    987,000       36,499,260  
Energy 12.1%
 
Energy Equipment & Services 0.3%
 
Baker Hughes, Inc.
    74,000       4,215,040  
Oil, Gas & Consumable Fuels 11.8%
 
Chesapeake Energy Corp. (a)
    149,000       4,003,630  
ConocoPhillips
    58,000       4,222,400  
CONSOL Energy, Inc.
    134,000       4,767,720  
Eni SpA
    500,000       12,022,552  
EOG Resources, Inc.
    38,000       6,270,000  
Hess Corp.
    53,000       4,299,890  
HollyFrontier Corp.
    118,000       5,661,640  
Marathon Oil Corp.
    999,000       36,003,960  
Noble Energy, Inc.
    72,000       5,057,280  
Occidental Petroleum Corp.
    308,000       29,247,680  
Phillips 66
    223,000       15,523,030  
Pioneer Natural Resources Co.
    40,000       7,110,000  
Spectra Energy Corp.
    315,000       10,568,250  
              144,758,032  
Financials 26.7%
 
Capital Markets 5.6%
 
Bank of New York Mellon Corp.
    469,000       15,805,300  
Charles Schwab Corp. (a)
    171,000       4,186,080  
Morgan Stanley (a)
    277,000       8,670,100  
SEI Investments Co.
    1,079,000       36,232,820  
TD Ameritrade Holding Corp.
    152,000       4,374,560  
              69,268,860  
Commercial Banks 5.1%
 
PNC Financial Services Group, Inc.
    601,000       46,246,950  
The Toronto-Dominion Bank
    130,000       11,845,777  
Wells Fargo & Co.
    114,000       5,018,280  
              63,111,007  
Consumer Finance 0.7%
 
Discover Financial Services
    152,000       8,101,600  
Diversified Financial Services 1.2%
 
Bank of America Corp.
    285,000       4,508,700  
ING Groep NV (CVA)*
    330,000       4,281,895  
JPMorgan Chase & Co.
    90,000       5,149,800  
              13,940,395  
Insurance 10.2%
 
Aflac, Inc.
    63,000       4,181,310  
Allianz SE (Registered)
    24,600       4,260,502  
Allstate Corp.
    77,000       4,178,790  
MetLife, Inc.
    722,000       37,681,180  
Muenchener Rueckversicherungs-Gesellschaft AG (Registered)
    40,000       8,745,748  
Prudential Financial, Inc.
    218,000       19,349,680  
Reinsurance Group of America, Inc.
    512,000       38,389,760  
The Travelers Companies, Inc.
    46,000       4,174,040  
W.R. Berkley Corp.
    100,000       4,379,000  
              125,340,010  
Real Estate Investment Trusts 3.9%
 
Hospitality Properties Trust (REIT)
    530,000       14,400,100  
Simon Property Group, Inc. (REIT)
    167,000       25,024,950  
Weyerhaeuser Co. (REIT)
    293,000       8,828,090  
              48,253,140  
Health Care 13.1%
 
Biotechnology 1.4%
 
Amgen, Inc.
    37,000       4,220,960  
Biogen Idec, Inc.*
    25,400       7,390,638  
Gilead Sciences, Inc.*
    80,000       5,984,800  
              17,596,398  
Health Care Providers & Services 1.6%
 
Aetna, Inc.
    160,000       11,028,800  
Fresenius Medical Care AG & Co. KGaA
    63,000       4,403,355  
UnitedHealth Group, Inc.
    57,000       4,245,360  
              19,677,515  
Life Sciences Tools & Services 0.4%
 
Thermo Fisher Scientific, Inc.
    44,000       4,437,400  
Pharmaceuticals 9.7%
 
Bristol-Myers Squibb Co.
    150,000       7,707,000  
Eli Lilly & Co.
    520,000       26,114,400  
Merck & Co., Inc.
    744,000       37,073,520  
Pfizer, Inc.
    1,146,000       36,362,580  
Roche Holding AG (Genusschein)
    23,000       6,397,426  
Valeant Pharmaceuticals International, Inc.*
    49,000       5,371,870  
              119,026,796  
Industrials 9.5%
 
Aerospace & Defense 2.9%
 
Honeywell International, Inc.
    232,000       20,534,320  
Precision Castparts Corp.
    60,000       15,507,000  
              36,041,320  
Commercial Services & Supplies 1.6%
 
Pitney Bowes, Inc. (a)
    882,000       20,435,940  
Machinery 2.1%
 
Sandvik AB
    302,000       4,208,838  
Snap-on, Inc.
    200,000       21,230,000  
              25,438,838  
Road & Rail 2.9%
 
CSX Corp.
    1,300,000       35,451,000  
Information Technology 9.7%
 
Communications Equipment 0.3%
 
Cisco Systems, Inc.
    199,000       4,228,750  
Computers & Peripherals 4.6%
 
Apple, Inc.
    82,000       45,597,740  
Hewlett-Packard Co.
    229,000       6,263,150  
SanDisk Corp.
    70,000       4,770,500  
              56,631,390  
Electronic Equipment, Instruments & Components 0.3%
 
TE Connectivity Ltd.
    81,000       4,270,320  
Internet Software & Services 2.1%
 
Facebook, Inc. "A"*
    221,000       10,389,210  
Yahoo!, Inc.*
    401,000       14,828,980  
              25,218,190  
Semiconductors & Semiconductor Equipment 1.7%
 
Analog Devices, Inc.
    92,000       4,436,240  
Intel Corp.
    180,000       4,291,200  
KLA-Tencor Corp.
    75,000       4,790,250  
Lam Research Corp.*
    130,000       6,774,300  
              20,291,990  
Software 0.7%
 
Intuit, Inc.
    58,000       4,305,340  
SAP AG
    51,000       4,221,921  
              8,527,261  
Materials 4.2%
 
Chemicals 2.0%
 
Eastman Chemical Co.
    52,000       4,005,560  
Monsanto Co.
    181,000       20,512,730  
              24,518,290  
Metals & Mining 2.2%
 
Freeport-McMoRan Copper & Gold, Inc.
    672,000       23,311,680  
Glencore Xstrata PLC
    850,000       4,287,871  
              27,599,551  
Telecommunication Services 2.5%
 
Diversified Telecommunication Services
 
AT&T, Inc.
    748,000       26,337,080  
Verizon Communications, Inc.
    84,000       4,168,080  
              30,505,160  
Utilities 5.9%
 
Electric Utilities
 
American Electric Power Co., Inc.
    486,000       22,871,160  
Duke Energy Corp.
    506,000       35,399,760  
Entergy Corp.
    72,000       4,456,080  
Exelon Corp.
    184,000       4,951,440  
Great Plains Energy, Inc.
    184,000       4,368,160  
              72,046,600  
Total Common Stocks (Cost $1,039,771,042)
      1,197,440,759  
   
Securities Lending Collateral 1.6%
 
Daily Assets Fund Institutional, 0.09% (b) (c) (Cost $19,312,209)
    19,312,209       19,312,209  
   
Cash Equivalents 3.2%
 
Central Cash Management Fund, 0.07% (b) (Cost $39,902,190)
    39,902,190       39,902,190  
 

   
% of Net Assets
   
Value ($)
 
       
Total Investment Portfolio (Cost $1,098,985,441)
    102.2       1,256,655,158  
Other Assets and Liabilities, Net
    (2.2 )     (26,771,431 )
Net Assets
    100.0       1,229,883,727  
 
* Non-income producing security.
 
The cost for federal income tax purposes was $1,099,417,098. At November 30, 2013, net unrealized appreciation for all securities based on tax cost was $157,238,060. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $175,304,941 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $18,066,881.
 
(a) All or a portion of these securities were on loan. In addition, "Other Assets and Liabilities, Net" may include pending sales that are also on loan. The value of securities loaned at November 30, 2013 amounted to $18,732,369, which is 1.5% of net assets.
 
(b) Affiliated fund managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.
 
(c) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.
 
CVA: Certificaten Van Aandelen (Certificate of Stock)
 
REIT: Real Estate Investment Trust
 
At November 30, 2013, open futures contracts purchased were as follows:
Futures
Currency
Expiration Date
 
Contracts
   
Notional Value ($)
   
Unrealized Appreciation ($)
 
S&P 500 E-Mini Index
USD
12/20/2013
    400       36,082,000       1,257,000  
 

Currency Abbreviation
USD United States Dollar
 
For information on the Fund's policy and additional disclosures regarding futures contracts, please refer to the Derivatives section of Note B in the accompanying Notes to Financial Statements.
 
Fair Value Measurements
 
Various inputs are used in determining the value of the Fund's investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments).
 
The following is a summary of the inputs used as of November 30, 2013 in valuing the Fund's investments. For information on the Fund's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.
Assets
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
Common Stocks
 
Consumer Discretionary
  $ 97,906,760     $ 4,255,099     $     $ 102,161,859  
Consumer Staples
    62,137,120       4,210,987             66,348,107  
Energy
    136,950,520       12,022,552             148,973,072  
Financials
    310,726,867       17,288,145             328,015,012  
Health Care
    149,937,328       10,800,781             160,738,109  
Industrials
    113,158,260       4,208,838             117,367,098  
Information Technology
    114,945,980       4,221,921             119,167,901  
Materials
    47,829,970       4,287,871             52,117,841  
Telecommunication Services
    30,505,160                   30,505,160  
Utilities
    72,046,600                   72,046,600  
Short-Term Investments (d)
    59,214,399                   59,214,399  
Derivatives (e)
Futures Contracts
  $ 1,257,000     $     $     $ 1,257,000  
Total
  $ 1,196,615,964     $ 61,296,194     $     $ 1,257,912,158  
 
There have been no transfers between fair value measurement levels during the year ended November 30, 2013.
 
(d) See Investment Portfolio for additional detailed categorizations.
 
(e) Derivatives include unrealized appreciation (depreciation) on open futures contracts.
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Assets and Liabilities
as of November 30, 2013
 
Assets
 
Investments:
Investments in non-affiliated securities, at value (cost $1,039,771,042) — including $18,732,369 of securities loaned
  $ 1,197,440,759  
Investment in Daily Assets Fund Institutional (cost $19,312,209)*
    19,312,209  
Investment in Central Cash Management Fund (cost $39,902,190)
    39,902,190  
Total investments in securities, at value (cost $1,098,985,441)
    1,256,655,158  
Foreign currency, at value (cost $235,156)
    232,734  
Deposit with broker for futures contracts
    2,255,000  
Receivable for investments sold
    134,065,132  
Receivable for Fund shares sold
    170,414  
Dividends receivable
    3,136,988  
Interest receivable
    8,260  
Receivable for variation margin on futures contracts
    32,816  
Foreign taxes recoverable
    867  
Due from Advisor
    7,475  
Other assets
    49,298  
Total assets
    1,396,614,142  
Liabilities
 
Payable upon return of securities loaned
    19,312,209  
Payable for investments purchased
    142,739,972  
Payable for Fund shares redeemed
    2,741,899  
Accrued management fee
    741,859  
Accrued Directors' fees
    11,174  
Other accrued expenses and payables
    1,183,302  
Total liabilities
    166,730,415  
Net assets, at value
  $ 1,229,883,727  
 
* Represents collateral on securities loaned.
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Assets and Liabilities as of November 30, 2013 (continued)
 
Net Assets Consist of
 
Undistributed net investment income
    16,060,244  
Net unrealized appreciation (depreciation) on:
Investments
    157,669,717  
Futures
    1,257,000  
Foreign currency
    (18,790 )
Accumulated net realized gain (loss)
    (1,042,886,095 )
Paid-in capital
    2,097,801,651  
Net assets, at value
  $ 1,229,883,727  
Net Asset Value
 
Class A
Net Asset Value and redemption price per share ($1,012,993,220 ÷ 24,006,984 shares of capital stock outstanding, $.01 par value, 560,000,000 shares authorized)
  $ 42.20  
Maximum offering price per share (100 ÷ 94.25 of $42.20)
  $ 44.77  
Class B
Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($9,656,174 ÷ 230,094 shares of capital stock outstanding, $.01 par value, 560,000,000 shares authorized)
  $ 41.97  
Class C
Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($158,225,233 ÷ 3,764,440 shares of capital stock outstanding, $.01 par value, 140,000,000 shares authorized)
  $ 42.03  
Class R
Net Asset Value, offering and redemption price   per share ($5,324,096 ÷ 126,485 shares of capital stock outstanding, $.01 par value, 100,000,000 shares authorized)
  $ 42.09  
Class S
Net Asset Value, offering and redemption price   per share ($26,503,136 ÷ 627,949 shares of capital stock outstanding, $.01 par value, 150,000,000 shares authorized)
  $ 42.21  
Institutional Class
Net Asset Value, offering and redemption price   per share ($17,181,868 ÷ 406,716 shares of capital stock outstanding, $.01 par value, 240,000,000 shares authorized)
  $ 42.25  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Operations
for the year ended November 30, 2013
 
Investment Income
 
Income:
Dividends (net of foreign taxes withheld of $390,505)
  $ 37,386,349  
Income distributions — Central Cash Management Fund
    24,095  
Securities lending income, including income from Daily Assets Fund Institutional, net of borrower rebates
    302,036  
Total income
    37,712,480  
Expenses:
Management fee
    8,705,466  
Services to shareholders
    2,196,662  
Distribution and service fees
    4,069,316  
Custodian fee
    23,581  
Professional fees
    97,428  
Reports to shareholders
    152,672  
Registration fees
    76,982  
Directors' fees and expenses
    44,001  
Other
    58,707  
Total expenses before expense reductions
    15,424,815  
Expense reductions
    (141,878 )
Total expenses after expense reductions
    15,282,937  
Net investment income (loss)
    22,429,543  
Realized and Unrealized Gain (Loss)
 
Net realized gain (loss) from:
Investments
    128,299,158  
Futures
    7,376,828  
Foreign currency
    (294,950 )
      135,381,036  
Change in net unrealized appreciation (depreciation) on:
Investments
    102,323,151  
Futures
    927,150  
Foreign currency
    (19,163 )
      103,231,138  
Net gain (loss)
    238,612,174  
Net increase (decrease) in net assets resulting from operations
  $ 261,041,717  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Changes in Net Assets
   
Years Ended November 30,
 
Increase (Decrease) in Net Assets
 
2013
   
2012
 
Operations:
Net investment income (loss)
  $ 22,429,543     $ 32,657,044  
Net realized gain (loss)
    135,381,036       35,626,951  
Change in net unrealized appreciation (depreciation)
    103,231,138       90,790,047  
Net increase (decrease) in net assets resulting from operations
    261,041,717       159,074,042  
Distributions to shareholders from:
Net investment income:
Class A
    (25,093,704 )     (21,012,938 )
Class B
    (225,117 )     (280,230 )
Class C
    (2,789,688 )     (2,139,436 )
Class R
    (113,998 )     (93,456 )
Class S
    (717,015 )     (643,723 )
Institutional Class
    (778,591 )     (1,148,805 )
Total distributions
    (29,718,113 )     (25,318,588 )
Fund share transactions:
Proceeds from shares sold
    56,571,333       76,063,875  
Reinvestment of distributions
    27,499,528       23,467,688  
Payments for shares redeemed
    (275,559,705 )     (395,097,473 )
Net increase (decrease) in net assets from Fund share transactions
    (191,488,844 )     (295,565,910 )
Increase (decrease) in net assets
    39,834,760       (161,810,456 )
Net assets at beginning of period
    1,190,048,967       1,351,859,423  
Net assets at end of period (including undistributed net investment income of $16,060,244 and $23,583,976, respectively)
  $ 1,229,883,727     $ 1,190,048,967  
 
The accompanying notes are an integral part of the financial statements.
 
Financial Highlights
   
Years Ended November 30,
 
Class A
   
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 34.83     $ 31.54     $ 30.59     $ 29.04     $ 23.91  
Income (loss) from investment operations:
Net investment income a
    .75       .89       .49       .34       .46  
Net realized and unrealized gain (loss)
    7.59       3.09       .73       1.52       5.21  
Total from investment operations
    8.34       3.98       1.22       1.86       5.67  
Less distributions from:
Net investment income
    (.97 )     (.69 )     (.27 )     (.31 )     (.54 )
Net asset value, end of period
  $ 42.20     $ 34.83     $ 31.54     $ 30.59     $ 29.04  
Total Return (%) b
    24.36 c     12.72       4.01       6.42 c     24.30 c
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    1,013       958       1,055       1,297       1,640  
Ratio of expenses before expense reductions (%)
    1.18       1.20       1.19       1.21       1.26  
Ratio of expenses after expense reductions (%)
    1.17       1.20       1.19       1.16       1.11  
Ratio of net investment income (%)
    1.96       2.62       1.51       1.13       1.91  
Portfolio turnover rate (%)
    75       58       140       66       81  
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
 
 

   
Years Ended November 30,
 
Class B
   
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 34.65     $ 31.36     $ 30.46     $ 28.92     $ 23.81  
Income (loss) from investment operations:
Net investment income a
    .44       .60       .18       .09       .26  
Net realized and unrealized gain (loss)
    7.55       3.10       .77       1.52       5.19  
Total from investment operations
    7.99       3.70       .95       1.61       5.45  
Less distributions from:
Net investment income
    (.67 )     (.41 )     (.05 )     (.07 )     (.34 )
Net asset value, end of period
  $ 41.97     $ 34.65     $ 31.36     $ 30.46     $ 28.92  
Total Return (%) b,c
    23.34       11.86       3.12       5.57       23.29  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    10       16       31       57       105  
Ratio of expenses before expense reductions (%)
    2.14       2.10       2.04       2.08       2.18  
Ratio of expenses after expense reductions (%)
    1.98       1.99       2.03       1.98       1.95  
Ratio of net investment income (%)
    1.16       1.77       .56       .31       1.07  
Portfolio turnover rate (%)
    75       58       140       66       81  
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
 
 

   
Years Ended November 30,
 
Class C
   
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 34.70     $ 31.42     $ 30.51     $ 28.96     $ 23.85  
Income (loss) from investment operations:
Net investment income a
    .46       .63       .24       .12       .28  
Net realized and unrealized gain (loss)
    7.56       3.08       .73       1.52       5.19  
Total from investment operations
    8.02       3.71       .97       1.64       5.47  
Less distributions from:
Net investment income
    (.69 )     (.43 )     (.06 )     (.09 )     (.36 )
Net asset value, end of period
  $ 42.03     $ 34.70     $ 31.42     $ 30.51     $ 28.96  
Total Return (%) b
    23.39 c     11.87       3.19       5.64 c     23.39 c
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    158       151       175       233       304  
Ratio of expenses before expense reductions (%)
    1.96       1.95       1.96       1.95       2.03  
Ratio of expenses after expense reductions (%)
    1.94       1.95       1.96       1.90       1.85  
Ratio of net investment income (%)
    1.19       1.86       .72       .39       1.16  
Portfolio turnover rate (%)
    75       58       140       66       81  
a Based on average shares outstanding during the period.
b Total return does not reflect the effect of any sales charges.
c Total return would have been lower had certain expenses not been reduced.
 
 

   
Years Ended November 30,
 
Class R
   
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 34.73     $ 31.45     $ 30.47     $ 28.97     $ 23.83  
Income (loss) from investment operations:
Net investment income a
    .66       .79       .38       .21       .39  
Net realized and unrealized gain (loss)
    7.57       3.08       .75       1.51       5.20  
Total from investment operations
    8.23       3.87       1.13       1.72       5.59  
Less distributions from:
Net investment income
    (.87 )     (.59 )     (.15 )     (.22 )     (.45 )
Net asset value, end of period
  $ 42.09     $ 34.73     $ 31.45     $ 30.47     $ 28.97  
Total Return (%)
    24.06 b     12.39 b     3.68 b     6.00 b     23.92  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    5       5       5       9       11  
Ratio of expenses before expense reductions (%)
    1.53       1.53       1.52       1.63       1.41  
Ratio of expenses after expense reductions (%)
    1.42       1.49       1.48       1.58       1.41  
Ratio of net investment income (%)
    1.71       2.32       1.16       .71       1.61  
Portfolio turnover rate (%)
    75       58       140       66       81  
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
 
 

   
Years Ended November 30,
 
Class S
   
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 34.84     $ 31.54     $ 30.57     $ 29.02     $ 23.88  
Income (loss) from investment operations:
Net investment income a
    .84       .97       .53       .38       .49  
Net realized and unrealized gain (loss)
    7.59       3.10       .76       1.52       5.21  
Total from investment operations
    8.43       4.07       1.29       1.90       5.70  
Less distributions from:
Net investment income
    (1.06 )     (.77 )     (.32 )     (.35 )     (.56 )
Net asset value, end of period
  $ 42.21     $ 34.84     $ 31.54     $ 30.57     $ 29.02  
Total Return (%)
    24.65 b     13.01       4.23       6.60 b     24.49  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    27       25       32       61       90  
Ratio of expenses before expense reductions (%)
    .95       .96       .96       1.02       .97  
Ratio of expenses after expense reductions (%)
    .94       .96       .96       1.02       .97  
Ratio of net investment income (%)
    2.19       2.84       1.62       1.27       2.04  
Portfolio turnover rate (%)
    75       58       140       66       81  
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
 
 

   
Years Ended November 30,
 
Institutional Class
   
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 34.89     $ 31.60     $ 30.63     $ 29.08     $ 23.90  
Income (loss) from investment operations:
Net investment income a
    .88       1.00       .62       .43       .56  
Net realized and unrealized gain (loss)
    7.59       3.11       .72       1.53       5.23  
Total from investment operations
    8.47       4.11       1.34       1.96       5.79  
Less distributions from:
Net investment income
    (1.11 )     (.82 )     (.37 )     (.41 )     (.61 )
Net asset value, end of period
  $ 42.25     $ 34.89     $ 31.60     $ 30.63     $ 29.08  
Total Return (%)
    24.76 b     13.13       4.40       6.80       24.86  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    17       36       54       63       73  
Ratio of expenses before expense reductions (%)
    .86       .83       .82       .82       .72  
Ratio of expenses after expense reductions (%)
    .86       .83       .82       .82       .72  
Ratio of net investment income (%)
    2.30       2.94       1.89       1.47       2.29  
Portfolio turnover rate (%)
    75       58       140       66       81  
a Based on average shares outstanding during the period.
b Total return would have been lower had certain expenses not been reduced.
 
 
Notes to Financial Statements
 
A. Organization and Significant Accounting Policies
 
DWS Equity Dividend Fund (the "Fund") is a diversified series of DWS Value Series, Inc. (the "Corporation"), which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company and is organized as a Maryland corporation.
 
The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are offered to investors subject to an initial sales charge. Class B shares of the Fund are closed to new purchases, except exchanges or the reinvestment of dividends or other distributions. Class B shares were offered to investors without an initial sales charge and are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions. Class B shares automatically convert to Class A shares six years after issuance. Class C shares are offered to investors without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Class C shares do not automatically convert into another class. Institutional Class shares are generally available only to qualified institutions, are not subject to initial or contingent deferred sales charges and generally have lower ongoing expenses than other classes. Class R shares are only available to participants in certain retirement plans and are offered to investors without an initial sales charge or contingent deferred sales charge. Class S shares are not subject to initial or contingent deferred sales charges and are only available to a limited group of investors.
 
Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution and service fees, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.
 
The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.
 
Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.
 
Various inputs are used in determining the value of the Fund's investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments).
 
Equity securities are valued at the most recent sale price or official closing price reported on the exchange (U.S. or foreign) or over-the-counter market on which they trade. Securities for which no sales are reported are valued at the calculated mean between the most recent bid and asked quotations on the relevant market or, if a mean cannot be determined, at the most recent bid quotation. Equity securities are categorized as Level 1. For certain international equity securities, in order to adjust for events which may occur between the close of the foreign exchanges and the close of the New York Stock Exchange, a fair valuation model may be used. This fair valuation model takes into account comparisons to the valuation of American Depository Receipts (ADRs), exchange-traded funds, futures contracts and certain indices and these securities are categorized as Level 2.
 
Investments in open-end investment companies are valued at their net asset value each business day and are categorized as Level 1.
 
Futures contracts are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1.
 
Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund's valuation procedures, factors used in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security's disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company's or issuer's financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.
 
Disclosure about the classification of fair value measurements is included in a table following the Fund's Investment Portfolio.
 
Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.
 
Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the acquisition and disposition of foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.
 
Securities Lending. Deutsche Bank AG, as lending agent, lends securities of the Fund to certain financial institutions under the terms of the Security Lending Agreement. The Fund retains the benefits of owning the securities it has loaned and continues to receive interest and dividends generated by the securities and to participate in any changes in their market value. The Fund requires the borrowers of the securities to maintain collateral with the Fund consisting of either cash or liquid, unencumbered assets having a value at least equal to the value of the securities loaned. When the collateral falls below specified amounts, the lending agent will use its best effort to obtain additional collateral on the next business day to meet required amounts under the security lending agreement. The Fund may invest the cash collateral into a joint trading account in an affiliated money market fund pursuant to Exemptive Orders issued by the SEC. The Fund receives compensation for lending its securities either in the form of fees or by earning interest on invested cash collateral net of borrower rebates and fees paid to a lending agent. Either the Fund or the borrower may terminate the loan. There may be risks of delay and costs in recovery of securities or even loss of rights in the collateral should the borrower of the securities fail financially. If the Fund is not able to recover securities lent, the Fund may sell the collateral and purchase a replacement investment in the market, incurring the risk that the value of the replacement security is greater than the value of the collateral. The Fund is also subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited to, interest rate, credit and liquidity risk associated with such investments.
 
As of November 30, 2013, the Fund had securities on loan. The value of the related collateral exceeded the value of the securities loaned at period end.
 
Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.
 
Under the Regulated Investment Company Modernization Act of 2010, net capital losses incurred post-enactment may be carried forward indefinitely, and their character is retained as short-term and/or long-term. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.
 
At November 30, 2013, the Fund had a net tax basis capital loss carryforward of approximately $1,041,197,000 of pre-enactment losses, which may be applied against any realized net taxable capital gain of each succeeding year until fully utilized or until November 30, 2016 ($42,191,000) and November 30, 2017 ($999,006,000), the respective expiration dates, whichever occurs first.
 
The Fund has reviewed the tax positions for the open tax years as of November 30, 2013 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.
 
Distribution of Income and Gains. Distributions from net investment income of the Fund are declared and distributed to shareholders quarterly. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed, and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.
 
The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to investments in futures contracts, income received from Real Estate Investment Trusts and certain securities sold at a loss. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.
 
At November 30, 2013, the Fund's components of distributable earnings (accumulated losses) on a tax basis were as follows:
Undistributed ordinary income*
  $ 16,060,244  
Capital loss carryforwards
  $ (1,041,197,000 )
Net unrealized appreciation (depreciation) on investments
  $ 157,238,060  
 
In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:
   
Years Ended November 30,
 
   
2013
   
2012
 
Distributions from ordinary income*
  $ 29,718,113     $ 25,318,588  
 
* For tax purposes, short-term capital gain distributions are considered ordinary income distributions.
 
Expenses. Expenses of the Corporation arising in connection with a specific fund are allocated to that fund. Other Corporation expenses which cannot be directly attributed to a fund are apportioned among the funds in the Corporation based upon the relative net assets or other appropriate measures.
 
Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.
 
Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Realized gains and losses from investment transactions are recorded on an identified cost basis. Proceeds from litigation payments, if any, are included in net realized gain (loss) from investments.
 
B. Derivative Instruments
 
Futures Contracts. A futures contract is an agreement between a buyer or seller and an established futures exchange or its clearinghouse in which the buyer or seller agrees to take or make a delivery of a specific amount of a financial instrument at a specified price on a specific date (settlement date). For the year ended November 30, 2013, the Fund used futures contracts as a means of gaining exposure to a particular asset class or to keep cash on hand to meet shareholder redemptions or other needs, while maintaining exposure to the stock market.
 
Upon entering into a futures contract, the Fund is required to deposit with a financial intermediary cash or securities ("initial margin") in an amount equal to a certain percentage of the face value indicated in the futures contract. Subsequent payments ("variation margin") are made or received by the Fund dependent upon the daily fluctuations in the value of the contract and are recorded for financial reporting purposes as unrealized gains or losses by the Fund. Gains or losses are realized when the contract expires or is closed. Since all futures contracts are exchange traded, counterparty risk is minimized as the exchange's clearinghouse acts as the counterparty, and guarantees the futures against default.
 
Certain risks may arise upon entering into futures contracts, including the risk that an illiquid market will limit the Fund's ability to close out a futures contract prior to the settlement date and the risk that the futures contract is not well correlated with the security, index or currency to which it relates. Risk of loss may exceed amounts disclosed in the Statement of Assets and Liabilities.
 
A summary of the open futures contracts as of November 30, 2013 is included in a table following the Fund's Investment Portfolio. For the year ended November 30, 2013, the investment in futures contracts purchased had a total notional value generally indicative of a range from approximately $3,783,000 to $48,090,000.
 
The following tables summarize the value of the Fund's derivative instruments held as of November 30, 2013 and the related location in the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:
Asset Derivative
 
Futures Contracts
 
Equity Contracts (a)
  $ 1,257,000  
The above derivative is located in the following Statement of Assets and Liabilities account:
(a) Includes cumulative appreciation of futures contracts as disclosed in the Investment Portfolio. Unsettled variation margin is disclosed separately within the Statement of Assets and Liabilities.
 
 
Additionally, the amount of unrealized and realized gains and losses on derivative instruments recognized in Fund earnings during the year ended November 30, 2013 and the related location in the accompanying Statement of Operations is summarized in the following tables by primary underlying risk exposure:
Realized Gain (Loss)
 
Futures Contracts
 
Equity Contracts (a)
  $ 7,376,828  
The above derivative is located in the following Statement of Operations account:
(a) Net realized gain (loss) from futures
 
 

Change in Net Unrealized Appreciation (Depreciation)
 
Futures Contracts
 
Equity Contracts (a)
  $ 927,150  
The above derivative is located in the following Statement of Operations account:
(a) Change in net unrealized appreciation (depreciation) on futures
 
 
C. Purchases and Sales of Securities
 
During the year ended November 30, 2013, purchases and sales of investment securities (excluding short-term investments) aggregated $878,140,958 and $1,053,808,290, respectively.
 
D. Related Parties
 
Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund. In addition to portfolio management services, the Advisor provides certain administrative services in accordance with the Investment Management Agreement.
 
Pursuant to the Investment Management Agreement with the Advisor, the Fund pays a monthly management fee based on the Fund's average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:
First $250 million of the Fund's average daily net assets
    .75 %
Next $750 million of such net assets
    .72 %
Next $1.5 billion of such net assets
    .70 %
Next $2.5 billion of such net assets
    .68 %
Next $2.5 billion of such net assets
    .65 %
Next $2.5 billion of such net assets
    .64 %
Next $2.5 billion of such net assets
    .63 %
Over $12.5 billion of such net assets
    .62 %
 
Accordingly, for the year ended November 30, 2013, the fee pursuant to the Investment Management Agreement was equivalent to an annual effective rate of 0.72% of the Fund's average daily net assets.
 
For the period from December 1, 2012 through September 30, 2013, the Advisor had contractually agreed to waive its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:
Class A
1.26%
Class B
2.00%
Class C
2.00%
Class S
1.01%
Institutional Class
1.01%
 
For the period from December 1, 2012 through February 28, 2013, the Advisor had contractually agreed to waive its fees and/or reimburse certain operating expenses of Class R to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 1.49%.
 
For the period from March 1, 2013 through September 30, 2013, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of Class R to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 1.51%.
 
Effective October 1, 2013 through September 30, 2014, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:
Class A
1.09%
Class B
1.84%
Class C
1.84%
Class R
1.34%
Class S
.84%
Institutional Class
.84%
 
Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc. ("DST"), DISC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the year ended November 30, 2013, the amounts charged to the Fund by DISC were as follows:
Services to Shareholders
 
Total Aggregated
   
Waived
   
Unpaid at November 30, 2013
 
Class A
  $ 939,919     $ 88,967     $ 67,393  
Class B
    36,867       19,323       1,128  
Class C
    106,077       24,005        
Class R
    1,667       1,667        
Class S
    16,180       3,823        
Institutional Class
    5,181       119       695  
    $ 1,105,891     $ 137,904     $ 69,216  
 
Pursuant to a fund accounting agreement, DIMA is responsible for computing the daily net asset value per share and maintaining the portfolio and general accounting records of the Fund. DIMA has delegated certain fund accounting and record-keeping services to State Street Bank and Trust Company. The costs and expenses of such delegation are paid by DIMA. The Fund paid no fee to DIMA for fund accounting and record-keeping services provided under the fund accounting agreement during the period.
 
Distribution and Service Fees. Under the Fund's Class B, Class C and Class R 12b-1 Plans, DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, receives a fee ("Distribution Fee") of 0.75% of average daily net assets of each of Class B and C shares and 0.25% of average daily net assets of Class R shares. In accordance with the Fund's Underwriting and Distribution Service Agreement, DIDI enters into related selling group agreements with various firms at various rates for sales of Class B, C and R shares, respectively. For the year ended November 30, 2013, the Distribution Fee was as follows:
Distribution Fee
 
Total Aggregated
   
Unpaid at November 30, 2013
 
Class B
  $ 90,900     $ 6,001  
Class C
    1,153,724       97,089  
Class R
    12,503       1,083  
    $ 1,257,127     $ 104,173  
 
In addition, DIDI provides information and administrative services for a fee ("Service Fee") to Class A, B, C and R shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. DIDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. For the year ended November 30, 2013, the Service Fee was as follows:
Service Fee
 
Total Aggregated
   
Waived
   
Unpaid at November 30, 2013
   
Annual Effective Rate
 
Class A
  $ 2,386,071     $     $ 606,807       .24 %
Class B
    29,804             6,255       .25 %
Class C
    383,829             96,797       .25 %
Class R
    12,485       3,974             .17 %
    $ 2,812,189     $ 3,974     $ 709,859          
 
Underwriting and Contingent Deferred Sales Charge. DIDI is the principal underwriter for the Fund. Underwriting commissions paid by shareholders in connection with the distribution of Class A shares for the year ended November 30, 2013 aggregated $14,855.
 
In addition, DIDI receives any contingent deferred sales charge ("CDSC") from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the year ended November 30, 2013, the CDSC for Class B and C shares aggregated $14,911 and $1,629, respectively. A deferred sales charge of up to 1% is assessed on certain redemptions of Class A shares. For the year ended November 30, 2013, DIDI received $3,311 for Class A shares.
 
Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the year ended November 30, 2013, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $17,761, of which $7,148 is unpaid.
 
Directors' Fees and Expenses. The Fund paid retainer fees to each Director not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.
 
Affiliated Cash Management Vehicles. The Fund may invest uninvested cash balances in Central Cash Management Fund and DWS Variable NAV Money Fund, affiliated money market funds which are managed by the Advisor. Each affiliated money market fund seeks to provide a high level of current income consistent with liquidity and the preservation of capital. Each affiliated money market fund is managed in accordance with Rule 2a-7 under the Investment Company Act of 1940, which governs the quality, maturity, diversity and liquidity of instruments in which a money market fund may invest. Central Cash Management Fund seeks to maintain a stable net asset value, and DWS Variable NAV Money Fund maintains a floating net asset value. The Fund indirectly bears its proportionate share of the expenses of each affiliated money market fund in which it invests. Central Cash Management Fund does not pay the Advisor an investment management fee. To the extent that DWS Variable NAV Money Fund pays an investment management fee to the Advisor, the Advisor will waive an amount of the investment management fee payable to the Advisor by the Fund equal to the amount of the investment management fee payable on the Fund's assets invested in DWS Variable NAV Money Fund.
 
Securities Lending Agent Fees. Deutsche Bank AG serves as securities lending agent for the Fund. For the year ended November 30, 2013, the Fund incurred securities lending agent fees to Deutsche Bank AG in the amount of $33,560.
 
E. Line of Credit
 
The Fund and other affiliated funds (the "Participants") share in a $375 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if LIBOR exceeds the Federal Funds Rate the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at November 30, 2013.
 
F. Share Transactions
 
The following table summarizes share and dollar activity in the Fund:
   
Year Ended November 30, 2013
   
Year Ended November 30, 2012
 
   
Shares
   
Dollars
   
Shares
   
Dollars
 
Shares sold
 
Class A
    1,055,908     $ 40,645,437       1,883,531     $ 64,190,504  
Class B
    7,315       284,430       3,234       112,608  
Class C
    209,112       8,077,859       103,686       3,551,247  
Class R
    25,052       939,503       25,656       877,568  
Class S
    90,850       3,541,150       64,055       2,187,419  
Institutional Class
    80,111       3,082,954       153,288       5,144,529  
            $ 56,571,333             $ 76,063,875  
Shares issued to shareholders in reinvestment of distributions
 
Class A
    634,845     $ 23,561,897       587,941     $ 19,768,201  
Class B
    5,788       211,837       7,710       256,567  
Class C
    64,575       2,386,647       54,513       1,828,804  
Class R
    3,057       113,324       2,739       91,905  
Class S
    18,790       697,914       18,632       624,254  
Institutional Class
    14,482       527,909       26,788       897,957  
            $ 27,499,528             $ 23,467,688  
Shares redeemed
 
Class A
    (5,175,808 )   $ (197,424,950 )     (8,412,035 )   $ (285,985,600 )
Class B
    (239,908 )     (9,085,707 )     (532,268 )     (17,878,683 )
Class C
    (849,303 )     (32,237,155 )     (1,392,452 )     (47,273,842 )
Class R
    (36,549 )     (1,371,903 )     (65,089 )     (2,221,266 )
Class S
    (201,426 )     (7,759,266 )     (376,575 )     (12,596,079 )
Institutional Class
    (727,904 )     (27,680,724 )     (852,128 )     (29,142,003 )
            $ (275,559,705 )           $ (395,097,473 )
Net increase (decrease)
 
Class A
    (3,485,055 )   $ (133,217,616 )     (5,940,563 )   $ (202,026,895 )
Class B
    (226,805 )     (8,589,440 )     (521,324 )     (17,509,508 )
Class C
    (575,616 )     (21,772,649 )     (1,234,253 )     (41,893,791 )
Class R
    (8,440 )     (319,076 )     (36,694 )     (1,251,793 )
Class S
    (91,786 )     (3,520,202 )     (293,888 )     (9,784,406 )
Institutional Class
    (633,311 )     (24,069,861 )     (672,052 )     (23,099,517 )
            $ (191,488,844 )           $ (295,565,910 )
 
Report of Independent Registered Public Accounting Firm
 
To the Board of Directors of DWS Value Series, Inc. and Shareholders of DWS Equity Dividend Fund:
 
We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of DWS Equity Dividend Fund (one of the series constituting DWS Value Series, Inc. (the "Fund")) as of November 30, 2013, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights 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 and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2013, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of DWS Equity Dividend Fund at November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
   
Boston, Massachusetts
January 23, 2014
   
 
Information About Your Fund's Expenses
 
As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads) and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (June 1, 2013 to November 30, 2013).
 
The tables illustrate your Fund's expenses in two ways:
 
Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.
 
Hypothetical 5% Fund Return. This helps you to compare your Fund's ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
 
Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. Subject to certain exceptions, an account maintenance fee of $20.00 assessed once per calendar year for Classes A, B, C and S shares may apply for accounts with balances less than $10,000. This fee is not included in these tables. If it was, the estimate of expenses paid for Classes A, B, C and S shares during the period would be higher, and account value during the period would be lower, by this amount.
 
Expenses and Value of a $1,000 Investment for the six months ended November 30, 2013 (Unaudited)
 
Actual Fund Return
 
Class A
   
Class B
   
Class C
   
Class R
   
Class S
   
Institutional Class
 
Beginning Account Value 6/1/13
  $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00  
Ending Account Value 11/30/13
  $ 1,094.60     $ 1,090.10     $ 1,089.90     $ 1,093.10     $ 1,095.80     $ 1,095.90  
Expenses Paid per $1,000*
  $ 6.04     $ 10.22     $ 10.11     $ 7.24     $ 4.73     $ 4.57  
Hypothetical 5% Fund Return
 
Class A
   
Class B
   
Class C
   
Class R
   
Class S
   
Institutional Class
 
Beginning Account Value 6/1/13
  $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00  
Ending Account Value 11/30/13
  $ 1,019.30     $ 1,015.29     $ 1,015.39     $ 1,018.15     $ 1,020.56     $ 1,020.71  
Expenses Paid per $1,000*
  $ 5.82     $ 9.85     $ 9.75     $ 6.98     $ 4.56     $ 4.41  
 
* Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 183 (the number of days in the most recent six-month period), then divided by 365.
Annualized Expense Ratios
Class A
Class B
Class C
Class R
Class S
Institutional Class
DWS Equity Dividend Fund
1.15%
1.95%
1.93%
1.38%
.90%
.87%
 
For more information, please refer to the Fund's prospectus.
 
For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to http://apps.finra.org/fundanalyzer/1/fa.aspx.
 
Tax Information (Unaudited)
 
For corporate shareholders, 100% of the income dividends paid during the Fund's fiscal year ended November 30, 2013, qualified for the dividends received deduction.
 
For federal income tax purposes, the Fund designates approximately $42,341,000, or the maximum amount allowable under tax law, as qualified dividend income.
 
Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 728-3337.
 
Advisory Agreement Board Considerations and Fee Evaluation
 
The Board of Directors approved the renewal of DWS Equity Dividend Fund's investment management agreement (the "Agreement") with Deutsche Investment Management Americas Inc. ("DIMA") in September 2013.
 
In terms of the process that the Board followed prior to approving the Agreement, shareholders should know that:
 
In September 2013, all but one of the Fund's Directors were independent of DIMA and its affiliates.
 
The Directors met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board's Contract Committee, in coordination with the Board's Equity Oversight Committee, reviewed comprehensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund's performance, fees and expenses, and profitability compiled by a fee consultant retained by the Fund's Independent Directors (the "Fee Consultant"). The Board also received extensive information throughout the year regarding performance of the Fund.
 
The Independent Directors regularly meet privately with their independent counsel to discuss contract review and other matters. In addition, the Independent Directors were also advised by the Fee Consultant in the course of their review of the Fund's contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.
 
In connection with reviewing the Agreement, the Board also reviewed the terms of the Fund's Rule 12b-1 plan, distribution agreement, transfer agency agreement and other material service agreements.
 
Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee's findings and recommendations.
 
In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund. DIMA is part of Deutsche Bank AG, a major global banking institution that is engaged in a wide range of financial services. The Board believes that there are advantages to being part of a global asset management business that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts with research capabilities in many countries throughout the world.
 
As part of the contract review process, the Board carefully considered the fees and expenses of each DWS fund overseen by the Board in light of the fund's performance. In many cases, this led to a negotiation with DIMA of lower expense caps as part of the 2012 and 2013 contract review processes than had previously been in place. As part of these negotiations, the Board indicated that it would consider relaxing these new lower caps in future years following sustained improvements in performance, among other considerations.
 
In June 2012, Deutsche Bank AG ("DB"), DIMA's parent company, announced that DB would combine its Asset Management (of which DIMA was a part) and Wealth Management divisions. DB has advised the Independent Directors that the U.S. asset management business is a critical and integral part of DB, and that it has, and will continue to, reinvest a significant portion of the substantial savings it expects to realize by combining its Asset Management and Wealth Management divisions into the new Asset and Wealth Management ("AWM") division, including ongoing enhancements to its investment capabilities. DB also has confirmed its commitment to maintaining strong legal and compliance groups within the AWM division.
 
While shareholders may focus primarily on fund performance and fees, the Fund's Board considers these and many other factors, including the quality and integrity of DIMA's personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures.
 
Nature, Quality and Extent of Services. The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, DIMA provides both portfolio management and administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DIMA to attract and retain high-quality personnel, and the organizational depth and stability of DIMA. The Board reviewed the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market indices and a peer universe compiled by the Fee Consultant using information supplied by Morningstar Direct ("Morningstar"), an independent fund data service. The Board also noted that it has put into place a process of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer universe compiled by an independent fund data service), and receives more frequent reporting and information from DIMA regarding such funds, along with DIMA's remedial plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for the one-, three- and five-year periods ended December 31, 2012, the Fund's performance (Class A shares) was in the 4th quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2012. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of DIMA the factors contributing to such underperformance and actions being taken to improve performance. The Board recognized that DIMA has made changes to its investment personnel and processes in recent years in an effort to enhance its investment platform and improve long-term performance across the DWS fund complex.
 
Fees and Expenses. The Board considered the Fund's investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Lipper Inc. ("Lipper") and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund were higher than the median (3rd quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2012). The Board noted that the Fund's Class A shares total (net) operating expenses (excluding 12b-1 fees) were expected to be lower than the median (2nd quartile) of the applicable Lipper expense universe (based on Lipper data provided as of December 31, 2012, and analyzing Lipper expense universe Class A (net) expenses less any applicable 12b-1 fees) ("Lipper Universe Expenses"). The Board also reviewed data comparing each share class's total (net) operating expenses to the applicable Lipper Universe Expenses. The Board considered the Fund's management fee rate as compared to fees charged by DIMA to comparable funds and considered differences between the Fund and the comparable funds. The Board also considered how the Fund's total (net) operating expenses compared to the total (net) operating expenses of a more customized peer group selected by Lipper (based on such factors as asset size). The Board also noted that the expense limitations agreed to by DIMA helped to ensure that the Fund's total (net) operating expenses would remain competitive.
 
The information considered by the Board as part of its review of management fees included information regarding fees charged by DIMA and its affiliates to similar institutional accounts and to similar funds offered primarily to European investors ("DWS Europe funds"), in each case as applicable. The Board observed that advisory fee rates for institutional accounts generally were lower than the management fees charged by similarly managed DWS U.S. mutual funds ("DWS Funds"), but also took note of the differences in services provided to DWS Funds as compared to institutional accounts. In the case of DWS Europe funds, the Board observed that fee rates for DWS Europe funds generally were higher than for similarly managed DWS Funds, but noted that differences in the types of services provided to DWS Funds relative to DWS Europe funds made it difficult to compare such fees.
 
On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.
 
Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs and pre-tax profits realized by DIMA from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DWS and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA's methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed information regarding the profitability of certain similar investment management firms. The Board noted that while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates' overall profitability with respect to the DWS fund complex (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of many comparable firms for which such data was available.
 
Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. The Board noted that the Fund's management fee schedule includes fee breakpoints. The Board concluded that the Fund's fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.
 
Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities, along with the incidental public relations benefits to DIMA related to DWS Funds advertising and cross-selling opportunities among DIMA products and services. The Board concluded that management fees were reasonable in light of these fallout benefits.
 
Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of both DIMA's chief compliance officer and the Fund's chief compliance officer; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.
 
Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreement is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Directors and their independent counsel present. It is possible that individual Directors may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreement.
 
Board Members and Officers
 
The following table presents certain information regarding the Board Members and Officers of the fund. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Kenneth C. Froewiss, Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.
 
Independent Board Members
Name, Year of Birth, Position with the Fund and Length of Time Served 1
 
Business Experience and Directorships During the Past Five Years
Number of Funds in DWS Fund Complex Overseen
Other Directorships Held by Board Member
Kenneth C. Froewiss (1945)
Chairperson since 2013, and Board Member since 2001
 
Adjunct Professor of Finance, NYU Stern School of Business (September 2009-present; Clinical Professor from 1997-September 2009); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)
103
William McClayton (1944)
Vice Chairperson since 2013, and Board Member since 2004
 
Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001-2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Trustee, Ravinia Festival
103
John W. Ballantine (1946)
Board Member since 1999
 
Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996); former Directorships: Stockwell Capital Investments PLC (private equity); First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International
103
Chairman of the Board, Healthways, Inc. 2 (provider of disease and care management services) (2003- present); Portland General Electric 2 (utility company) (2003- present)
Henry P. Becton, Jr. (1943)
Board Member since 1990
 
Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); North Bennett Street School (Boston); former Directorships: The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College
103
Lead Director, Becton Dickinson and Company 2 (medical technology company); Lead Director, Belo Corporation 2 (media company)
Dawn-Marie Driscoll (1946)
Board Member since 1987
 
President, Driscoll Associates (consulting firm); Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley University; Chairman of the Board of Trustees, Southwest Florida Community Foundation (charitable organization); former Directorships: Sun Capital Advisers Trust (mutual funds) (2007-2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)
103
Keith R. Fox, CFA (1954)
Board Member since 1996
 
Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011-2012)
103
Paul K. Freeman (1950)
Board Member since 1993
 
Consultant, World Bank/Inter-American Development Bank; Executive and Governing Council of the Independent Directors Council (Chairman of Education Committee); formerly: Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998); Directorships: Denver Zoo Foundation (December 2012-present); former Directorships: Prisma Energy International
103
Richard J. Herring (1946)
Board Member since 1990
 
Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Co-Chair, U.S. Shadow Financial Regulatory Committee; Executive Director, Financial Economists Roundtable; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006)
103
Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since 2007), Singapore Fund, Inc. (since September 2007), Independent Director of Barclays Bank Delaware (since September 2010)
Rebecca W. Rimel (1951)
Board Member since 1995
 
President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Director, Viasys Health Care 2 (January 2007-June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994-2012)
103
Director, Becton Dickinson and Company 2 (medical technology company) (2012- present); Director, CardioNet, Inc. 2 (health care) (2009- present)
William N. Searcy, Jr. (1946)
Board Member since 1993
 
Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation 2 (telecommunications) (November 1989-September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998-2012)
103
Jean Gleason Stromberg (1943)
Board Member since 1997
 
Retired. Formerly, Consultant (1997-2001); Director, Financial Markets U.S. Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; former Directorships: Service Source, Inc., Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996)
103
Robert H. Wadsworth
(1940)
Board Member since 1999
 
President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, National Horizon, Inc. (non-profit organization); Director and Treasurer, The Phoenix Boys Choir Association
106
 

Officers 4
Name, Year of Birth, Position with the Fund and Length of Time Served 5
 
Business Experience and Directorships During the Past Five Years
Brian E. Binder 8,9 (1972)
President and Chief Executive Officer, 2013-present
 
Managing Director 3 and Head of Fund Administration, Deutsche Asset & Wealth Management (2013-present); formerly: Head of Business Management and Consulting at Invesco, Ltd. (2010-2012); Chief Administrative Officer, Van Kampen Funds Inc. (2008-2010); and Chief Administrative Officer, Morgan Stanley Investment Management Americas Distribution (2003-2008)
John Millette 7 (1962)
Vice President and Secretary, 1999-present
 
Director, 3 Deutsche Asset & Wealth Management
Paul H. Schubert 6 (1963)
Chief Financial Officer, 2004-present
Treasurer, 2005-present
 
Managing Director, 3 Deutsche Asset & Wealth Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
Caroline Pearson 7 (1962)
Chief Legal Officer,
2010-present
 
Managing Director, 3 Deutsche Asset & Wealth Management; formerly: Assistant Secretary for DWS family of funds (1997-2010)
Melinda Morrow 6 (1970)
Vice President,
2012-present
 
Director, 3 Deutsche Asset & Wealth Management
Hepsen Uzcan 7 (1974)
Assistant Secretary, 2013-present
 
Vice President, Deutsche Asset & Wealth Management
Paul Antosca 7 (1957)
Assistant Treasurer, 2007-present
 
Director, 3 Deutsche Asset & Wealth Management
Jack Clark 7 (1967)
Assistant Treasurer, 2007-present
 
Director, 3 Deutsche Asset & Wealth Management
Diane Kenneally 7 (1966)
Assistant Treasurer, 2007-present
 
Director, 3 Deutsche Asset & Wealth Management
John Caruso 6 (1965)
Anti-Money Laundering Compliance Officer, 2010-present
 
Managing Director, 3 Deutsche Asset & Wealth Management
Robert Kloby 6 (1962)
Chief Compliance Officer, 2006-present
 
Managing Director, 3 Deutsche Asset & Wealth Management
 
1 The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.
 
2 A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
 
3 Executive title, not a board directorship.
 
4 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.
 
5 The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.
 
6 Address: 60 Wall Street, New York, NY 10005.
 
7 Address: One Beacon Street, Boston, MA 02108.
 
8 Address: 222 South Riverside Plaza, Chicago, IL 60606.
 
9 Effective as of December 1, 2013.
 
The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.
 
Account Management Resources
 
For More Information
 
The automated telephone system allows you to access personalized account information and obtain information on other DWS funds using either your voice or your telephone keypad. Certain account types within Classes A, B, C and S also have the ability to purchase, exchange or redeem shares using this system.
For more information, contact your financial advisor. You may also access our automated telephone system or speak with a Shareholder Service representative by calling:
(800) 728-3337
Web Site
 
dws-investments.com
View your account transactions and balances, trade shares, monitor your asset allocation, subscribe to fund and account updates by e-mail, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, retirement planning information, and more.
Written Correspondence
 
Deutsche Asset & Wealth Management
PO Box 219151
Kansas City, MO 64121-9151
Proxy Voting
 
The fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 728-3337.
Portfolio Holdings
 
Following the fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. This form will be available on the SEC's Web site at sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330. The fund's portfolio holdings are also posted on dws-investments.com from time to time. Please see the fund's current prospectus for more information.
Principal Underwriter
 
If you have questions, comments or complaints, contact:
DWS Investments Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808
(800) 621-1148
Investment Management
 
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is part of Deutsche Asset & Wealth Management, is the investment advisor for the fund. DIMA and it predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to both institutional and retail clients.
DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution engaged in a wide variety of financial services, including investment management, retail, private and commercial banking, investment banking and insurance.
Deutsche Asset & Wealth Management is the retail brand name in the U.S. for the wealth management and asset management activities of Deutsche Bank AG and DIMA. Deutsche Asset & Wealth Management is committed to delivering the investing expertise, insight and resources of this global investment platform to American investors.
 

   
Class A
Class B
Class C
Class S
Institutional Class
Nasdaq Symbol
 
KDHAX
KDHBX
KDHCX
KDHSX
KDHIX
CUSIP Number
 
23338F-804
23338F-887
23338F-879
23338F-846
23338F-838
Fund Number
 
087
287
387
2387
539
 

For shareholders of Class R
Automated Information Line
 
DWS Investments Flex Plan Access (800) 728-3337
24-hour access to your retirement plan account.
Web Site
 
dws-investments.com
Click "Retirement Plans" to reallocate assets, process transactions, review your funds, and subscribe to fund updates by e-mail through our secure online account access.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, retirement planning information, and more.
For More Information
 
(800) 728-3337
To speak with a service representative.
Written Correspondence
 
DWS Investments Service Company
222 South Riverside Plaza
Chicago, IL 60606-5806
Nasdaq Symbol
 
KDHRX
CUSIP Number
 
23338F-861
Fund Number
 
1506
 
   
ITEM 2.
CODE OF ETHICS
   
 
As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.
 
There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.
 
A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
   
ITEM 3.
AUDIT COMMITTEE FINANCIAL EXPERT
   
 
The fund’s audit committee is comprised solely of trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The fund’s Board of Trustees has determined that there are several "audit committee financial experts" (as such term has been defined by the Regulations) serving on the fund’s audit committee including Mr. Paul K. Freeman, the chair of the fund’s audit committee. An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an “audit committee financial expert” does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
   
ITEM 4.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
   
DWS EQUITY DIVIDEND FUND
FORM N-CSR DISCLOSURE RE: AUDIT FEES
 
The following table shows the amount of fees that Ernst & Young LLP (“EY”), the Fund’s Independent Registered Public Accounting Firm, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that EY provided to the Fund.
 
Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Fund
 
Fiscal Year Ended November 30,
 
Audit Fees Billed to Fund
   
Audit-Related Fees Billed to Fund
   
Tax Fees Billed to Fund
   
All Other Fees Billed to Fund
 
2013
  $ 73,401     $ 0     $ 7,143     $ 0  
2012
  $ 69,982     $ 0     $ 6,935     $ 0  

The above “Tax Fees” were billed for professional services rendered for tax return preparation.

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers
 
The following table shows the amount of fees billed by EY to Deutsche Investment Management Americas, Inc. (“DIMA” or the “Adviser”), and any entity controlling, controlled by or under common control with DIMA (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

Fiscal Year Ended November 30,
 
Audit-Related Fees Billed   to Adviser and Affiliated Fund Service Providers
   
Tax Fees Billed to Adviser and Affiliated Fund Service Providers
   
All Other Fees Billed to Adviser and Affiliated Fund Service Providers
 
2013
  $ 0     $ 379,516     $ 0  
2012
  $ 0     $ 359,967     $ 0  

The above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.
 
Non-Audit Services
 
The following table shows the amount of fees that EY billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that EY provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from EY about any non-audit services that EY rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating EY’s independence.

Fiscal Year Ended November 30,
 
Total Non-Audit Fees Billed to Fund
(A)
   
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)
(B)
   
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)
(C)
   
Total of (A), (B) and (C)
 
2013
  $ 7,143     $ 379,516     $ 702,765     $ 1,089,424  
2012
  $ 6,935     $ 359,967     $ 477,809     $ 844,711  


All other engagement fees were billed for services in connection with agreed upon procedures and tax compliance for DIMA and other related entities that provide support for the operations of the Fund.

Audit Committee Pre-Approval Policies and Procedures. Generally, each Fund’s Audit Committee must pre approve (i) all services to be performed for a Fund by a Fund’s Independent Registered Public Accounting Firm and (ii) all non-audit services to be performed by a Fund’s Independent Registered Public Accounting Firm for the DIMA Entities with respect to operations and financial reporting of the Fund, except that the Chairperson or Vice Chairperson of each Fund’s Audit Committee may grant the pre-approval for non-audit services described in items (i) and (ii) above for non-prohibited services for engagements of less than $100,000. All such delegated pre approvals shall be presented to each Fund’s Audit Committee no later than the next Audit Committee meeting.

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

According to the registrant’s principal Independent Registered Public Accounting Firm, substantially all of the principal Independent Registered Public Accounting Firm's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal Independent Registered Public Accounting Firm.

***
 
In connection with the audit of the 2012 and 2013 financial statements, the Fund entered into an engagement letter with EY. The terms of the engagement letter required by EY, and agreed to by the Audit Committee, include provisions in which the parties consent to the sole jurisdiction of federal courts in New York, Boston or the Northern District of Illinois, as well as a waiver of right to a trial by jury and an exclusion of punitive damages.
 
***
   
ITEM 5.
AUDIT COMMITTEE OF LISTED REGISTRANTS
   
 
Not applicable
   
ITEM 6.
SCHEDULE OF INVESTMENTS
   
 
Not applicable
   
ITEM 7.
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
 
Not applicable
   
ITEM 8.
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
 
Not applicable
   
ITEM 9.
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
   
 
Not applicable
   
ITEM 10.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
 
There were no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board. The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Kenneth C. Froewiss, Independent Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078.
   
ITEM 11.
CONTROLS AND PROCEDURES
   
 
(a)
The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
   
 
(b)
There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
   
ITEM 12.
EXHIBITS
   
 
(a)(1)
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
   
 
(a)(2)
Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
   
 
(b)
Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:
DWS Equity Dividend Fund, a series of DWS Value Series, Inc.
   
   
By:
/s/Brian E. Binder
Brian E. Binder
President
   
Date:
January 29, 2014


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:
/s/Brian E. Binder
Brian E. Binder
President
   
Date:
January 29, 2014
   
   
   
By:
/s/Paul Schubert
Paul Schubert
Chief Financial Officer and Treasurer
   
Date:
January 29, 2014

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