Famous Footwear 2009 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... number 1-2191 BROWN SHOE COMPANY, INC. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 8300 Maryland Avenue 43-0197190 (IRS Employer Identification Number) St. Louis, Missouri (Address of principal executive offices...

  • Page 3
    ... fiscal quarter, was approximately $685.3 million. As of March 20, 2009, 41,570,018 common shares were outstanding. Documents Incorporated by Reference Portions of the proxy statement for the annual meeting of shareholders to be held May 28, 2009, are incorporated by reference into Part III. 1

  • Page 4
    ... Over Financial Reporting Other Information 19 21 22 44 44 44 45 46 47 48 49 50 51 89 90 90 90 90 90 PART III Item 10 Item 11 Item 12 Item 13 Item 14 Directors, Executive Officers and Corporate Yovernance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and...

  • Page 5
    ... brand-name, value-priced footwear; located in shopping centers, outlet malls and regional malls in the United States and Yuam; primarily includes stores operated under the Famous Footwear and Factory Brand Shoes names Specialty Retail Stores selling women's footwear, primarily Naturalizer, located...

  • Page 6
    ...'s shoes. These stores are designed and merchandised to appeal to the Naturalizer customer, who is style and comfort-conscious and who seeks quality and value in her footwear selections. The Naturalizer stores offer a selection of women's footwear styles, including casual, dress, sandals and boots...

  • Page 7
    ...Franco Sarto, Carlos by Carlos Santana, Nickels Soft and Natural Sport, with price points ranging from $49 to $89 for shoes and up to $130 for boots. We currently plan to open one new Brown Shoe Closet store and close two stores in 2009. At the end of 2008, we operated 15 F.X. LaSalle retail stores...

  • Page 8
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K WHOLESALE OPERATIONS Our Wholesale Operations segment designs, sources and markets branded and nonbranded casual, dress and athletic footwear for women, men and children at a variety of price points through two operating units, the Authority Alliance and ...

  • Page 9
    ... States and Canada and 2009 for Latin America, to market the Dr. Scholl's brand of affordable casual, athletic, work and dress shoes for women, men and children. This footwear features Dr. Scholl's insole technology and is primarily distributed through mass merchandisers and our Famous Footwear...

  • Page 10
    ...chains, department stores and our Famous Footwear retail stores. The LifeStride target consumer seeks great fashion-at-a-price . Suggested retail price points range from $49 for sandals to $89 for boots. LifeStride ranked No. 3 in market share position in the moderate zone within the women's fashion...

  • Page 11
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K Brands and Licensed Products The following is a listing of our brands and licensed products: Women's AirStep Basswood Carlos by Carlos Santana (2) Connie Dr. Scholl's EA by Etienne Aigner(5) Etienne Aigner(5) Eurosole Eurostep Fanfares (4) Men's and ...

  • Page 12
    (6) (7) Fashion Shoe Licensing LLC Hot Kiss, Inc. (13) (14) RebaWear LLC Vera Wang Licensing LLC All other brands are owned by and, in most cases, are registered trademarks of Brown Shoe Company, Inc. or its consolidated subsidiaries. 9

  • Page 13
    ... offices, we operate a total of four sample making facilities with unique and diverse capabilities, including footwear for women, men and children, providing superior speed, control and execution in product development. We maintain design teams for our brands in select fashion locations, including...

  • Page 14
    ...Series of management positions with Stride Rite Corporation from April 1995 to September 2001, most recently as President and Chief Operating Officer. Joseph W. Wood, President, Brown Shoe Retail since August 2006, President, Famous Footwear from January 2002 to August 2006. Executive Vice President...

  • Page 15
    ... greater financial, marketing and technological resources than we do. Our success depends upon our ability to remain competitive in the areas of style, price, quality, location and service, among others, and in part on our ability to anticipate and respond to changing merchandise and fashion trends...

  • Page 16
    ... customer demand may result in inventory writedowns, and the sale of excess inventory at discounted prices could significantly impair the brand image and have a material adverse effect on our operating results and financial condition. Conversely, if we underestimate consumer demand for our products...

  • Page 17
    ... who operate multiple mass merchandisers, national chains, department stores, independent retailers, catalogs and/or online retailers or any other significant customer to decrease the amount of footwear products purchased from us could have a material adverse effect on our business, financial...

  • Page 18
    ..., results of operations and financial condition. We may also encounter disruption to our business and operations as we implement changes associated with our voluntary severance program and the relocation of our Famous Footwear division headquarters from Madison, Wisconsin to St. Louis, Missouri. We...

  • Page 19
    ... business and our financial condition and results of operations. We are dependent on major branded suppliers. Our Famous Footwear retail chain purchases a substantial portion of its footwear products from major branded suppliers. While we believe our relationships with our current suppliers are good...

  • Page 20
    ...our wholesale customers set the delivery schedule for shipments of our products, which could cause shifts of sales between quarters. Our Famous Footwear retail business is seasonally weighted to the back-toschool season, which falls into our fiscal third quarter. In addition, our annualized tax rate...

  • Page 21
    ...of management, the outcome of such ordinary course of business proceedings and litigation currently pending will not have a material adverse effect on our results of operations or financial position. We are involved in environmental remediation and ongoing compliance activities at several sites. We...

  • Page 22
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K PART II ITEM 5 MARKET FOR REYISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange (the "NYSE") and the Chicago Stock Exchange under the trading symbol "BWS."...

  • Page 23
    ... Payless ShoeSource, Inc.), Shoe Carnival, Inc., DSW Inc., Skechers U.S.A., Inc., Steven Madden, Ltd., The Timberland Company and Wolverine World Wide, Inc. In August 2007, Payless ShoeSource, Inc. changed its name to Collective Brands, Inc. and acquired The Stride Rite Corporation. The results of...

  • Page 24
    ... to current period presentation. These reclassifications did not affect net earnings. See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations , for additional information related to the selected financial data above. 41,525 41,525 (1) (2) (3) Return on...

  • Page 25
    ... in 2007, $1.5 million in 2006, $1.1 million in 2005 and $0.9 million in 2004. Average net assets are calculated as the average of each month-end net asset balance during the year. Net assets are calculated as the sum of working capital, property and equipment, net and capitalized software, net. 21

  • Page 26
    ... and licensed, include Naturalizer, Dr. Scholl's, Franco Sarto, Buster Brown, LifeStride, Etienne Aigner, Via Spiga, Carlos by Carlos Santana, Nickels Soft, Sam Edelman and Fergie/Fergalicious by Fergie. Our wholesale business model focuses on maximizing the sell-through of our product to the final...

  • Page 27
    ... investment in brands and other portions of our business that are generating strong returns and driving our future growth. For instance, we made additional investments in Shoes.com, Inc. and Edelman Shoe, Inc. during 2008. We made significant progress during the year on a number of key initiatives...

  • Page 28
    ...a decline in net sales and gross profit rate, partially offset by lower expenses due primarily to the nonrecurrence of charges associated with the relocation of our Shoes.com administrative office from Los Angeles, California to St. Louis, Missouri last year and lower marketing and selling costs. In...

  • Page 29
    ... work with public and private partners over the next few years on the redevelopment of our 12acre property in St. Louis, Missouri into a mixed-use project with office, retail and residential facilities, including a new, more efficient headquarters for the Brown Shoe of the future. Due to the current...

  • Page 30
    ... and transforming day-to-day operations for our integrated business model. We anticipate the implementation will enhance our profitability and deliver increased shareholder value through improved management and execution of our business operations, financial systems, supply chain efficiency and...

  • Page 31
    ...our Wholesale Operations segment, which reported a $79.7 million decline, as our retail partners experienced the same business environment and sought to manage their inventories and open to buy more tightly. The net sales of our Specialty Retail segment declined by $10.7 million, due to a same-store...

  • Page 32
    ...Wholesale Operations segment experienced a higher gross profit rate as a result of a greater mix of higher margin branded product sales, as we reduced our emphasis on lower margin private label product sales and discontinued the lower margin Bass business in 2006. We record warehousing, distribution...

  • Page 33
    ... compared to operating earnings of $96.6 million last year due to the impairment of goodwill and intangible assets, an increase in restructuring and other special charges, net and an increase in selling and administrative expenses as well as a decline in net sales and gross profit rate as discussed...

  • Page 34
    ... locations internationally. The Far East operations include first-cost transactions, where footwear is sold at foreign ports to customers who then import the footwear into the United States and other countries. The breakdown of domestic and foreign net sales and (loss) earnings before income taxes...

  • Page 35
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K FAMOUS FOOTWEAR 2008 2007 2006 % of Net Sales % of Net Sales ($ millions, except sales per square foot) Operating Results Net sales Cost of goods sold Yross profit Selling and administrative expenses Impairment of goodwill and intangible assets ...

  • Page 36
    ... our corporate structure. Income from gift card breakage increased our gross profit rate by ten basis points in 2006. Selling and Administrative Expenses Selling and administrative expenses increased $36.0 million, or 7.2%, to $537.3 million during 2008, as compared to $501.3 million last year. The...

  • Page 37
    ... label product sales and our decision to exit the Bass business at the end of 2006. We achieved sales gains in our Dr. Scholl's, Etienne Aigner and Nickels Soft brands; however, sales declined in our Via Spiga, LifeStride, Naturalizer, Carlos by Carlos Santana, Franco Sarto and Children's brands...

  • Page 38
    ...to operating earnings of $67.5 million last year, reflecting an increase in impairment of goodwill and intangible assets, restructuring and other special charges, net and selling and administrative expenses as well as lower sales and gross profit rate as described above. Operating earnings decreased...

  • Page 39
    ... Sales change from new and closed stores, net Impact of changes in Canadian exchange rate on sales Sales change of e-commerce subsidiary (on a 52-week basis) Sales per square foot, excluding e-commerce (on a 52-week basis) Square footage (thousand sq. ft.) Stores opened Stores closed Ending stores...

  • Page 40
    ... expenses experienced at Shoes.com to support its sales growth, a lower gross profit rate and higher costs associated with our Earnings Enhancement Plan in 2007. OTHER The Other segment includes unallocated corporate administrative and other costs and recoveries. The segment reported costs of $61...

  • Page 41
    ... million of income related to a settlement with credit card companies as a reduction of selling and administrative expenses. · Lower expenses related to share-based director and employee compensation (related to a lower stock price) and lower legal fees. RESTRUCTURING AND OTHER SPECIAL CHARGES, NET...

  • Page 42
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K IMPACT OF INFLATION AND CHANGING PRICES The effects of inflation on our business and results of operations have been minor over the last three years. Inflation can have a long-term impact on our business because increasing costs of materials and labor may ...

  • Page 43
    ...subsidiaries of Brown Shoe Company, Inc. that is an obligor under the Credit Agreement. Interest on the Senior Notes is payable on May 1 and November 1 of each year. The Senior Notes mature on May 1, 2012, but are callable any time on or after May 1, 2009, at specified redemption prices plus accrued...

  • Page 44
    ... projected merchandise returns, discounts and allowances are carried based on historical experience and current expectations. Revenue is recognized on license fees related to our owned brand names, where we are licensor, when the related sales of the licensee are made. Gift Cards We sell gift cards...

  • Page 45
    ... carrying values of inventories to a level where, upon sale of the product, we will realize our normal gross profit rate. We believe these policies reflect the difference in operating models between Famous Footwear and our other divisions. Famous Footwear continually runs promotional events to drive...

  • Page 46
    ... requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing formula that requires estimates...

  • Page 47
    ...fiscal year ended January 31, 2009. See Note 11 to the consolidated financial statements. (3)Purchase obligations include agreements to purchase goods or services that specify all significant terms, including quantity and price provisions. (4)Other includes obligations for our supplemental executive...

  • Page 48
    ... time. Market risk is viewed as the potential change in fair value of our debt resulting from a hypothetical 10% adverse change in interest rates and would be $6.0 million for our long-term debt at January 31, 2009. Information appearing under the caption Financial Instruments and Risk Management...

  • Page 49
    ..., in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Brown Shoe Company, Inc. as of January 31, 2009, and February 2, 2008, and the related consolidated statements of earnings, shareholders' equity, and cash flows for...

  • Page 50
    ...flows for each of the three years in the period ended January 31, 2009. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion...

  • Page 51
    BROWN SHOE COMPANY, INC. Consolidated Balance Sheets 2008 FORM 10-K January 31, ($ thousands, except number of shares and per share amounts) ASSETS Current assets Cash and cash equivalents Receivables, net of allowances of $12,878 in 2008 and $13,844 in 2007 Inventories, net of adjustment to last-...

  • Page 52
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K Consolidated Statements of Earnings ($ thousands, except per share amounts) Net sales Cost of goods sold Yross profit Selling and administrative expenses Impairment of goodwill and intangible assets Restructuring and other special charges, net Equity in net...

  • Page 53
    ... agreement Payments on borrowings under revolving credit agreement Debt issuance costs Acquisition of treasury stock Proceeds from stock options exercised Tax benefit related to share-based plans Dividends paid Net cash provided by (used for) financing activities Effect of exchange rate changes on...

  • Page 54
    ...) Adjustment for adoption of SFAS No. 158, net of deferred tax liability of $14 (Note 6) Stock issued under employee benefit and restricted stock plans Tax benefit related to share-based plans Share-based compensation expense BALANCE JANUARY 31, 2009 See notes to consolidated financial statements...

  • Page 55

  • Page 56
    ...-label casual, dress and athletic footwear products to women, men and children. Footwear is sold at a variety of price points through multiple distribution channels both domestically and internationally. The Company currently operates 1,444 retail shoe stores in the United States, Canada, China...

  • Page 57
    ... considers factors such as ability to pay, bankruptcy, credit ratings and payment history. For all other accounts, the Company estimates reserves for bad debts based on experience and past due status of the accounts. If circumstances related to customers change, estimates of recoverability would be...

  • Page 58
    ... from the date of issuance. The value of points and rewards earned by Famous Footwear's Rewards program members are recorded as a reduction of net sales, and a liability is established within other accrued expenses at the time the points are earned based on historical conversion and redemption rates...

  • Page 59
    ... to unrecognized tax positions within the income tax benefit (provision) balance on our consolidated statements of earnings. Operating Leases The Company leases its store premises under operating leases. Many leases entered into by the Company include options under which the Company may extend...

  • Page 60
    ... into United States dollars at the fiscal year-end exchange rate. Consolidated statements of earnings amounts are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as...

  • Page 61
    ... exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described for all financial assets and liabilities measured at fair value within Note 13. FASB Statement No. 158, Employers' Accounting...

  • Page 62
    ... and changes in, the risks associated with a company's involvement with a VIE; (d) how a company's involvement with a VIE affects the company's financial position, financial performance, and cash flows. This statement is effective prospectively for reporting periods, interim and annual, ending after...

  • Page 63
    ... sells Naturalizer footwear to Hongguo on a wholesale basis. Hongguo then sells Naturalizer products through retail stores in China. As of January 31, 2009, B&H Footwear operated 19 stores in China, and Hongguo operated 43 stores. The Company's consolidated financial statements include the accounts...

  • Page 64
    ... gains or losses from derivatives used for hedging activities and pension and other postretirement benefits adjustments. The following table sets forth the reconciliation from net (loss) earnings to comprehensive (loss) income for the periods ended January 31, 2009, February 2, 2008 and February...

  • Page 65
    ...and transforming day-to-day operations for its integrated business model. The Company anticipates the implementation will enhance its profitability and deliver increased shareholder value through improved management and execution of its business operations, financial systems, supply chain efficiency...

  • Page 66
    ... after-tax basis, or $0.15 per diluted share). See Note 17 to the condensed consolidated financial statements for additional information related to these recoveries. Earnings Enhancement Plan During 2006, the Company initiated an Earnings Enhancement Plan designed to increase earnings through cost...

  • Page 67
    ..., salaried, management and certain hourly employees' pension benefits are based on the employee's highest consecutive five years of compensation during the ten years before retirement; hourly employees' and union members' benefits are based on stated amounts for each year of service. The Company...

  • Page 68
    ... eliminating the early measurement date Service cost Interest cost Plan participants' contribution Plan amendments Actuarial (gain) loss Benefits paid Special termination benefits Settlement gain Curtailment loss Foreign exchange rate changes Benefit obligation at end of year 2008 2007 $ 185,171...

  • Page 69
    ... using leveraged fixed income instruments and, while maintaining a 70% overall (United States and international) equity commitment, managing an equity overlay strategy. The overlay strategy is intended to protect the managed equity portfolios against adverse stock market environments. The Company...

  • Page 70
    ... 31, 2009 amounts as components of net periodic benefit cost (income) for the year ended January 30, 2010, are as follows: Pension Benefits ($ thousands) 2008 Components of accumulated other comprehensive (income) loss, net of tax: Net actuarial loss (gain) $ 7,637 Net prior service cost (68...

  • Page 71
    ... (the "Deferred Compensation Plan") for the benefit of certain management employees. The investment funds selected by the participant generally correspond to the funds offered in the Company's 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred...

  • Page 72
    ... financial statements and the amounts calculated at the federal statutory income tax rate of 35% were as follows: ($ thousands) Income taxes at statutory rate State income taxes, net of federal tax benefit State income tax credits, net of federal tax expense Tax impact of nondeductible stock option...

  • Page 73
    ... net operating loss will be carried back and the Company anticipates receiving a refund during 2009. As of January 31, 2009, no deferred taxes have been provided on the accumulated unremitted earnings of the Company's foreign subsidiaries that are not subject to United States income tax. At...

  • Page 74
    ...as well as Company-owned Famous Footwear and Specialty Retail stores. The Specialty Retail operations include 154 stores in the United States, 133 stores in Canada and 19 stores in China at the end of 2008, selling primarily Naturalizer brand footwear in regional malls and outlet centers as well as...

  • Page 75
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K Famous ($ thousands) Fiscal 2008 External sales Intersegment sales Equity in net loss of nonconsolidated affiliate(1) Depreciation and amortization Operating earnings (loss) Operating segment assets Purchases of property and equipment Footwear Wholesale ...

  • Page 76
    ... branded and private-label footwear to a variety of retail customers and nationwide operation of our retail chains, including Famous Footwear and Specialty Retail. The Company's foreign operations primarily consist of wholesale distribution operations in the Far East and retail operations in Canada...

  • Page 77
    ... million are not subject to amortization. Yoodwill and intangible assets were attributable to the Company's operating segments as follows: ($ thousands) Famous Footwear Wholesale Operations Specialty Retail January 31, 2009 $ 2,800 81,000 200 84,000 February 2, 2008 $ $ $ 6,279 196,541 14,562...

  • Page 78
    ... industry trends, and the resulting decline in the market price of the Company's common stock at the end of 2008, the Company determined that an impairment indicator was present related to its goodwill. Under the requirements of Statement of Financial Accounting Standards No. 142, Goodwill and Other...

  • Page 79
    ...subsidiaries of Brown Shoe Company, Inc. that is an obligor under the Credit Agreement. Interest on the Senior Notes is payable on May 1 and November 1 of each year. The Senior Notes mature on May 1, 2012, but are callable any time on or after May 1, 2009, at specified redemption prices plus accrued...

  • Page 80
    ... credit standing of these financial institutions are considered in the Company's investment strategy. The Company's Wholesale Operations segment sells to mass merchandisers, national chains and department stores primarily in the United States, Canada and China. Receivables arising from these sales...

  • Page 81
    ... contracts, to reduce its exposure to market risks from changes in foreign exchange rates. These derivatives, designated as cash flow hedges, are used primarily to hedge the variability of cash flows paid for certain operating expenses and procurement of footwear from foreign countries. The term of...

  • Page 82
    ...which certain officers, employees and members of the Board of Directors are participants, and may be granted stock option, restricted stock and stock performance awards. Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment ("SFAS No. 123(R)"), requires companies to...

  • Page 83
    BROWN SHOE COMPANY, INC. Summarized information about stock options outstanding and exercisable at January 31, 2009 is as follows: Outstanding Exercisable WeightedAverage Exercise Price 2008 FORM 10-K Exercise Price Range Number of Options WeightedAverage Remaining Life (Years) Number of ...

  • Page 84
    ...on the date of grant. The fair value of the restricted stock grants is the quoted market price for the Company's common stock on the date of grant. The following table summarizes restricted stock activity for the year ended January 31, 2009: WeightedAverage Yrant Date Fair Value Number of Nonvested...

  • Page 85
    ... financial statements for additional information related to the investment in Edelman Shoe. OgilvyOne LLC Prior to 2008, the Company used OgilvyOne LLC ("Ogilvy") to provide certain marketing and consulting services. A member of the Company's Board of Directors, Carla C. Hendra, is an officer...

  • Page 86
    ...federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material. Based on information currently available, the Company had...

  • Page 87
    ...In order for the Company to incur any liability related to these lease commitments, the current owners would have to default. 18. FINANCIAL INFORMATION FOR THE COMPANY AND ITS SUBSIDIARIES On April 22, 2005, Brown Shoe Company, Inc. issued Senior Notes to finance a portion of the purchase price of...

  • Page 88
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K CONDENSED CONSOLIDATING BALANCE SHEET AS OF JANUARY 31, 2009 ($ thousands) Assets Current assets Cash and cash equivalents Receivables Inventories Deferred income taxes Prepaid expenses and other current assets Parent Yuarantors Non-Yuarantors ...

  • Page 89
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED JANUARY 31, 2009 ($ thousands) Net cash (used for) provided by operating activities Investing activities Purchases of property and equipment Capitalized software Cash recognized on ...

  • Page 90
    ...Net sales Cost of goods sold Yross profit Selling and administrative expenses Restructuring and other special charges, net Equity in net loss of nonconsolidated affiliate Equity in (earnings) loss of subsidiaries Operating earnings (loss) Interest expense Interest income Intercompany interest income...

  • Page 91

  • Page 92
    ... Payments on borrowings under revolving credit agreement Acquisition of treasury stock Proceeds from stock options exercised Tax benefit related to share-based plans Dividends (paid) received Intercompany financing Net cash provided by (used for) financing activities Effect of exchange rate changes...

  • Page 93
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2007 ($ thousands) Net cash provided by operating activities Investing activities Acquisition cost Purchases of property and equipment Capitalized software Net cash used ...

  • Page 94
    ... transition of our Famous Footwear division headquarters and · $2.3 million ($1.5 million on an after-tax basis) related our information technology initiatives. The fourth quarter of 2007 includes charges of $3.7 million ($2.6 million on an after-tax basis) related to our Earnings Enhancement Plan...

  • Page 95
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS ($ thousands) Col. A Balance at Beginning of Period Col. B Charged to Costs and Expenses Col. C Charged to Other AccountsDescribe Col. D Col. E Balance at End of Period Deductions Describe YEAR ENDED ...

  • Page 96
    ...registered public accounting firm, as stated in their report, which can also be found in Item 8 of this report. Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company...

  • Page 97
    BROWN SHOE COMPANY, INC. 2008 FORM 10-K PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE YOVERNANCE Information regarding Directors of the Company is set forth under the caption Election of Six Directors in the Proxy Statement for the Annual Meeting of Shareholders to be held May 28, ...

  • Page 98
    ..., 2009, which information is incorporated herein by reference. ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding our Principal Accountant Fees and Services is set forth under the caption Fees Paid to Independent Registered Public Accountants in the Proxy Statement for the Annual...

  • Page 99
    ...Summary of compensatory arrangements for the named executive officers of Brown Shoe Company, Inc., incorporated herein by reference to Item 5.02 and Exhibit 10.1 to the Company's Form 8-K dated March 4, 2009 and filed March 10, 2009. Incentive and Stock Compensation Plan of 1999, incorporated herein...

  • Page 100
    93

  • Page 101
    ... period) under the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002, incorporated by reference to Exhibit 10.6 to the Company's Form 8-K dated March 4, 2009 and filed March 10, 2009. Form of Non-Employee Director Restricted Stock Unit Agreement between the Company and each of...

  • Page 102
    ...the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BROWN SHOE COMPANY, INC. By: /s/ Mark E. Hood Mark E. Hood Senior Vice President and Chief Financial Officer Date: March 31, 2009 Know all men...

  • Page 103
    /s/ Hal J. Upbin Hal J. Upbin /s/ Harold B. Wright Harold B. Wright March 23, 2009 Director March 19, 2009 Director 95

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  • Page 106
    ...credited to the participating director's account, valued on the basis of the fair market value at fiscal quarter-end on or following termination of the director's service, and calculated based on the average of the high and low price of an equivalent number of shares of our stock on the last trading...

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  • Page 110
    ... PLAN OM 2002, as AMENDED and RESTATED INCENTIVE STOCK OPTION AGREEMENT Brown Shoe Company, Inc., a New York corporation (the "Company"), grants to Optionee, an Incentive Stock Option to purchase shares of the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the provisions of the...

  • Page 111
    ...by sending by registered mail or Express Mail, postage prepaid or by recognized courier service to the Company to the attention of the Vice President-Total Rewards (i) using such form as the Company may require, a written request designating the number of Option Shares to be purchased, signed by the...

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    ... of any addition to, or change in, the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which changes occurs after the Date of Grant and by its terms applies to this Stock Option; or (ii) other than...

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    ... 2002, as AMENDED and RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT Brown Shoe Company, Inc., a New York corporation (the "Company"), grants to Optionee, a Non-Qualified Stock Option to purchase shares of the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the provisions of the...

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    ...-Total Rewards. (b) Payment. The purchase price upon the exercise of this Stock Option may be paid as follows: (i) in cash, or (ii) by having the Company withhold from the Option Shares otherwise issuable upon exercise of the Stock Option that number of Option Shares having a fair market value equal...

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    ... of any addition to, or change in, the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which changes occurs after the Date of Grant and by its terms applies to this Stock Option; or (ii) other than...

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    EXHIBIT 10.5D(1) RESTRICTED STOCK AWARD AGREEMENT - Employee BROWN SHOE COMPANY, INC. THIS AGREEMENT represents the grant of a Restricted Stock Award (the "Award") by Brown Shoe Company, Inc., a New York corporation (the "Company"), to the Participant named below, pursuant to the provisions of the...

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    ... of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri. (d) IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of date written below. BROWN SHOE COMPANY, INC. By: Sarah Stephenson, Vice President - Total...

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    ... are as follows: Participant : _____, who is a non-employee member of the Company's Board of Directors Award Grant Date: _____ Number of Restricted Shares: ____ Shares of Brown Shoe Company, Inc. Common Stock, subject to certain restrictions Vesting Schedule (Lapse of Restrictions): ___% of the...

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    ...aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of date written below. BROWN SHOE COMPANY, INC. By: Sarah Stephenson, Vice President - Total...

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    ...Licensing S.r.l. Brown Shoe International Sales and Licensing Limited Brown Shoe International (Macau) Company Limited Brown Shoe Investment Company, Inc. Brown Shoe Service Company Limited Brown Shoe Services Corporation Brown Texas, Inc. Buster Brown & Co. DongGuan B&H Footwear Company Limited (51...

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    ... business under the following names: Brown Shoe Closet Factory Brand Shoes Famous Footwear Franco Sarto Naturalizer Naturalizer Outlet Supermarket of Shoes Via Spiga Warehouse Shoes Brown Shoe Company of Canada Ltd does business under the following names: F. X. LaSalle Naturalizer Naturalizer Outlet

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    ... reports dated March 23, 2009, with respect to the consolidated financial statements and schedule of Brown Shoe Company, Inc. and the effectiveness of internal control over financial reporting of Brown Shoe Company, Inc., included in this dnnual Report (Form 10-K) for the year ended January 31, 2009...

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    ...fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Ronald A. Fromm Ronald A. Fromm Chairman of the Board of Directors and Chief Executive Officer Brown Shoe Company, Inc. March 31...

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    ... information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Mark E. Hood Mark E. Hood Senior Vice President and Chief Financial Officer Brown Shoe Company...

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    ... In connection with the Annual Report of Brown Shoe Company, Inc. (the "Registrant") on Form 10-K for the year ended January 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Ronald A. Fromm, Chairman and Chief Executive Officer of the Registrant...

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