Famous Footwear 2011 Annual Report Download

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2011
ANNUAL REPORT
A MATTER OF BALANCE
FEELING GOOD
AND LIVING BETTER
CONTEMPORARY
FASHION: The fastest
growing part of our
wholesale portfolio.
HELPING
CONSUMERS
live modern
active lifestyles.
GIVING
CONSUMERS
a portfolio of
brands they love.

Table of contents

  • Page 1
    2011 AnnuAl RepoRt A mAtteR of bAlAnce feeling good And living betteR CONTEMPORARY FASHION: The fastest growing part of our wholesale portfolio. HELPING CONSUMERS live modern active lifestyles. GIVING CONSUMERS a portfolio of brands they love.

  • Page 2
    ... brands and the latest styles at a value . our online presence extends beyond famous footwear to Shoes .com and 10 other e-commerce sites, which attract more than 80 million unique visitors each year . our Healthy Living consumer platform goes beyond wellness and comfort . naturalizer, dr . Scholl...

  • Page 3
    ... sites and four mobile sites - experienced robust growth in 2011, as we hosted more than 80 million unique visitors . the resulting annual gross sales of over $150 million included $45 million of brown Shoe company branded sales . With over 60,000 SKus for sale, it's not surprising we shipped nearly...

  • Page 4
    ... ., distribution center in march 2012 RETAIL LOCATIONS to improve our productivity, we...j j j j closed or relocated 70 underperforming famous footwear stores in 2011 Announced plans to close or relocate 90 underperforming famous footwear stores in 2012 Announced closure of 20 brown Shoe closet...

  • Page 5
    ...by helping us add more than 150 new accounts since its launch . j j Dr. Scholl's Shoes j this business has undergone a significant cultural and business model shift over the past 18 months, transitioning to a consumer-first focus from a first-cost, made-to-order mentality . in 2011, we added 160...

  • Page 6
    ..., diluted $ $0.28 $0.97 $ 0.28 0.70 2011 $0.28 $0.47 $0.28 $0.40 2007 dollars per share 2008 2009 2010 Dividends and Adjusted Diluted Earnings $97 $32 ($173) $73 $ 36 2007 2008 2009 2010 2011 Operating Earnings (Loss) dollars in millions 4 2011 bRoWn Shoe compAny AnnuAl RepoRt

  • Page 7
    ...to _____ Commission file 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 St. Louis, Missouri (Address of principal executive offices) 43-0197190 (IRS Employer...

  • Page 8
    ...-K is a document that U.S. public companies file with the Securities and Exchange Commission on an annual basis. Part II of the Form 10-K contains the business information and financial statements that many companies include in the financial sections of their annual reports. The other sections of...

  • Page 9
    ...cial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services...80 80 81 81 81 PART IV Item 15 Exhibits and Financial Statement Schedules...82 2011 BROWN SHOE COMPANY, INC. FORM 10...

  • Page 10
    ..., net sales of $1.5 billion in 2011 and published information on our direct competitors. Our target consumers are women who buy brand-name fashionable shoes at a value for themselves and their families. In addition to our retail footwear stores, we operate FamousFootwear.com. Famous Footwear stores...

  • Page 11
    ... quality and value in her footwear selections. The Naturalizer stores offer a selection of women's footwear styles, including casual, dress, boots and sandals, primarily under the Naturalizer brand. Retail price points typically range from $69 for shoes to $189 for boots. The majority of products...

  • Page 12
    ... closing all of our F.X. LaSalle and Brown Shoe Closet stores and opening another Dr. Scholl's Shoes and two Sam Edelman stores. WHOLESALE OPERATIONS Our Wholesale Operations segment designs, sources and markets branded footwear for women and men at a variety of price points. Certain of our branded...

  • Page 13
    ... Naturalizer provides women with uncompromising value and is sold primarily in national chains, our Naturalizer outlet stores and Famous Footwear retail stores. Suggested retail price points range from $59 for shoes to $99 for boots. Dr. Scholl's Shoes: Dr. Scholl's is an iconic global comfort brand...

  • Page 14
    ... chains and our Famous Footwear stores. We have a license from Santana Tesoro, LLC to sell Carlos by Carlos Santana footwear. Brown Shoe Company also receives royalty revenues for licensing owned brands, including brands listed above, to thirdparties. Products sold under license agreements accounted...

  • Page 15
    ...new markets outside China, developing more progressive processes to improve factory capacity and material planning and continuing to understand ways to drive excellence in product value and execution in a rapidly changing manufacturing landscape. Backlog At January 28, 2012, our Wholesale Operations...

  • Page 16
    .... Inventory shortages may delay shipments to customers (and possibly require us to offer discounts or costly expedited shipping), negatively impact retailer and distributor relationships, adversely impact our sales results and diminish brand awareness and loyalty. 14 2011 BROWN SHOE COMPANY...

  • Page 17
    ... maintain positive working relationships with, and offer competitive terms to, our foreign manufacturers. If supply issues cause us to be unable to provide products consistent with our standards or manufacture our footwear in a cost and time efficient manner, our customers may cancel orders, refuse...

  • Page 18
    ... profitability. Our business, sales and brand value could be harmed by violations of labor, trade or other laws. We focus on doing business with those suppliers who share our commitment to responsible business practices and the principles set forth in our Production Code of Conduct (the "PCOC"). By...

  • Page 19
    ... our business. Our computer network and systems are essential to all aspects of our operations, including design, pricing, production, forecasting, ordering, manufacturing, transportation, sales and distribution. Our ability to manage and maintain our inventory and to deliver products in a timely...

  • Page 20
    ...-to-school offering, which is affected by our ability to anticipate consumer demand and fashion trends, could have a disproportionate impact on our full year results. In our wholesale business, sales of footwear are dependent on orders from our major customers, and they may change delivery schedules...

  • Page 21
    ... year. Any shortfall in sales or earnings from the levels expected by investors or securities analysts could cause a decrease in the trading price of our common stock. In addition, various securities analysts follow our financial results and issue reports on us. These reports include information...

  • Page 22
    ... We own our principal executive, sales and administrative offices located in Clayton ("St. Louis"), Missouri. Our retail footwear operations are conducted throughout the United States, Canada, China and Guam and involve the operation of 1,323 shoe stores, including 106 in Canada and 23 in China...

  • Page 23
    ... EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol "BWS." As of January 28, 2012, we had approximately 3,500 shareholders of record. The following table sets forth for each fiscal quarter during 2011 and 2010 the high and low sales prices...

  • Page 24
    ... graph through the date of acquisition. In prior years, we included The Timberland Company in our peer group. During 2011, The Timberland Company was purchased by V.F. Corporation, a branded lifestyle apparel and related products company, which is not primarily focused in the footwear industry and...

  • Page 25
    .... (1) Return on average invested capital is calculated by dividing operating earnings (loss) for the period, adjusted for income taxes at the applicable effective rate, by the average of each month-end invested capital balance during the year. Invested capital is defined as Brown Shoe Company, Inc...

  • Page 26
    ...living and contemporary fashion platforms are comprised of the Naturalizer, Dr. Scholl's Shoes, Avia, Franco Sarto, Sam Edelman, LifeStride, Via Spiga, RYKÄ and Vera Wang brands. Through these brands we offer our customers a diversified portfolio, each designed and targeted to a specific consumer...

  • Page 27
    ...distribution centers and a factory in China; exiting certain women's specialty and private label brands; exiting the children's wholesale business; closing or relocating numerous underperforming or poorly aligned retail stores and other infrastructure changes. These efforts were designed to position...

  • Page 28
    .... Our Famous Footwear segment reported a $122.9 million increase in net sales, reï¬,ecting a 10.5% same-store sales increase, resulting from a higher conversion rate in our stores, higher average retail prices and increases in consumer traffic levels. Our Wholesale Operations segment reported a $122...

  • Page 29
    ...Famous Footwear division headquarters in Madison, Wisconsin with no corresponding income recorded in 2010. As a percent of net sales, restructuring and other special charges, net decreased to 0.3% in 2010, from 0.5% in 2009, reï¬,ecting the above-named factors. Operating Earnings Operating earnings...

  • Page 30
    ... with higher sales volumes. Our performance is primarily attributable to the record sales results and operating earnings gains within our Famous Footwear segment and sales growth within our Wholesale Operations segment due to capitalization on key footwear trends. 28 2011 BROWN SHOE COMPANY, INC...

  • Page 31
    ... and higher interest expense. FAMOUS FOOTWEAR 2011 ($ millions, except sales per square foot) Operating Results Net sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...Restructuring and other special charges, net Operating earnings ...$ 1,456.3 . 821.1 . 635.2 . 569...

  • Page 32
    ... operations). We also experienced an increase in net sales in our Fergie, Franco Sarto, Sam Edelman, LifeStride and Vera Wang divisions. These increases were offset by a decline in net sales in our Dr. Scholl's Shoes and Carlos by Carlos Santana divisions. Our unfilled order position increased...

  • Page 33
    ... 369 25 50 234 6.6% $ 10.5 $ (9.7) $ 6.0 $ 9.8 $ 381 417 15 38 259 0.8% $ 1.3 $ 0.2 $ (1.3) $ (6.1) $ 341 456 8 32 282 2011 BROWN SHOE COMPANY, INC. FORM 10-K Sales per square foot, excluding e-commerce ...Square footage (thousand sq. ft.)...Stores opened ...Stores closed ...Ending stores ... 31

  • Page 34
    ... exchange rate. The net sales of Shoes.com decreased $2.3 million, or 2.9%, to $75.6 million in 2011 compared to $77.9 million last year, reï¬,ecting a decrease in site visits. We opened 25 new stores (including nine new Naturalizer stores in China) and closed 50 stores (including one Naturalizer...

  • Page 35
    ... incremental costs on our operating results, we expect to pass on some portion of cost increases to our consumers and adjust our business model, as appropriate, to minimize the impact of higher costs. Further discussion of the potential impact of inï¬,ation and changing prices is included in Item 1A...

  • Page 36
    ... may redeem up to 35% of the 2019 Senior Notes with the proceeds from certain equity offerings at a redemption price of 107.125% of the principal amount of the 2019 Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the redemption date. 34 2011 BROWN SHOE COMPANY, INC...

  • Page 37
    ... inventory management primarily at our Famous Footwear segment; • An increase in trade accounts payable, excluding the one-time impact of acquiring ASG, in 2011 compared to a decrease last year due to the timing and amount of purchases and payments to vendors; and • A decrease in income tax...

  • Page 38
    ... on management's estimates of expected year-end inventory levels and costs and are subject to the final year-end LIFO inventory valuation. We apply judgment in valuing our inventories by assessing the net realizable value of our inventories based on current selling prices. At our Famous Footwear...

  • Page 39
    ...change as new information becomes available. Costs of future expenditures for environmental remediation obligations are discounted to their present value in those situations requiring only continuing maintenance and monitoring based upon a schedule of fixed payments. Business Combination Accounting...

  • Page 40
    ... plan, deferred compensation plan for non-employee directors and restricted stock units for non-employee directors, respectively, due to the uncertain nature in timing of payments. See Note 6 and Note 16 to the consolidated financial statements. 38 2011 BROWN SHOE COMPANY, INC. FORM 10-K

  • Page 41
    ... of January 28, 2012. The effectiveness of our internal control over financial reporting as of January 28, 2012, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included herein. 2011 BROWN SHOE COMPANY, INC. FORM 10-K 39

  • Page 42
    ... 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 28, 2012, and January 29, 2011, and the related consolidated statements of earnings, shareholders' equity, and cash ï¬,ows for...

  • Page 43
    ... Registered Public Accounting Firm The Board of Directors and Shareholders Brown Shoe Company, Inc. We have audited the accompanying consolidated balance sheets of Brown Shoe Company, Inc. (the Company) as of January 28, 2012, and January 29, 2011, and the related consolidated statements of earnings...

  • Page 44
    ... stock, $0.01 par value, 100,000,000 shares authorized; 41,970,687 and 43,911,286 shares outstanding, net of 4,116,108 and 2,175,509 treasury shares in 2011 and 2010, respectively ...Additional paid-in capital ...Accumulated other comprehensive income ...Retained earnings ...Total Brown Shoe Company...

  • Page 45
    ... of subsidiary, net of tax of $1,312 Gain on sale of subsidiary, net of tax of $6,670...Net earnings from discontinued operations ...Net earnings ...Net (loss) earnings attributable to noncontrolling interests ...Net earnings attributable to Brown Shoe Company, Inc...2011 $ 2,582,824 1,586,184...

  • Page 46
    ... operations: Receivables ...(26,298) Inventories ...3,502 Prepaid expenses and other current and noncurrent assets ...2,286 Trade accounts payable ...13,660 Accrued expenses and other liabilities ...(35,117) Income taxes...12,512 Other, net ...(2,255) Net cash provided by (used for) operating...

  • Page 47
    ... Income (Loss) Total Brown Shoe Company, Inc. Retained Shareholders' Earnings Equity ($ thousands, except number of shares and per share amounts) Common Stock Shares Dollars Noncontrolling Interests Total Equity BALANCE JANUARY 31, 2009 ...Net earnings ...Foreign currency translation adjustment...

  • Page 48
    ...men and children. Footwear is sold at a variety of price points through multiple distribution channels both domestically and internationally. The Company currently operates 1,323 retail shoe stores in the United States, Canada, China and Guam primarily under the Famous Footwear and Naturalizer names...

  • Page 49
    ... merchandise returns, discounts and allowances are determined based on historical experience and current expectations. Revenue is recognized on license fees related to Company-owned brand-names, where the Company is the licensor, when the related sales of the licensee are made. 2011 BROWN SHOE...

  • Page 50
    ...the consolidated balance sheets. The Company recognized $0.6 million, $0.6 million and $0.5 million of gift card breakage in 2011, 2010 and 2009, respectively. Loyalty Program The Company maintains a loyalty program ("Rewards") for Famous Footwear stores in which consumers earn points toward savings...

  • Page 51
    ... within selling and administrative expenses on the consolidated statements of earnings. Preopening Costs Preopening costs associated with opening retail stores, including payroll, supplies and facility costs, are expensed as incurred. Earnings Per Common Share Attributable to Brown Shoe Company, Inc...

  • Page 52
    ... all sharebased payments to employees and members of the Board of Directors, 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 using the Black-Scholes option pricing formula...

  • Page 53
    ... ...Total assets ...Trade accounts payable . Other accrued expenses. Total current liabilities . . Deferred income taxes. . Total liabilities ...As of February 17, 2011 ...3.1 21.1 46.5 3.4 12.2 86.3 1.2 61.2 46.7 8.4 $203.8 $ 13.2 18.0 31.2 16.0 $ 47.2 $ 156.6 2011 BROWN SHOE COMPANY, INC. FORM...

  • Page 54
    ..., the results of TBMC are reï¬,ected in the consolidated statement of earnings as discontinued operations. Earnings from the discontinued operations of TBMC for 2011 included $19.7 million of net sales and $3.0 million of earnings before income taxes. 52 2011 BROWN SHOE COMPANY, INC. FORM 10-K

  • Page 55
    ... Edelman Shoe is a leading designer and marketer of fashion footwear. The Sam Edelman brand was launched in 2004 and is primarily sold through department stores and independent retailers. In 2007, the Company invested cash of $7.1 million in Edelman Shoe, acquiring 42.5% of the outstanding stock. On...

  • Page 56
    ... U.S. distribution centers and a factory in China; exiting certain women's specialty and private label brands; exiting the children's wholesale business; closing or relocating numerous underperforming or poorly aligned retail stores and other infrastructure changes. These efforts began in 2011 and...

  • Page 57
    ... its Famous Footwear division headquarters from Madison, Wisconsin to St. Louis, Missouri to foster collaboration, increase the Company's speed to market and strengthen its connection with consumers. During 2009, the Company recorded income of $1.9 million ($1.1 million on an after-tax basis...

  • Page 58
    ..., end of year Discount rate ...Rate of compensation increase ...2011 4.75% 4.00% 2010 5.75% 4.00% Other Postretirement Benefits 2011 4.75% N/A 2010 5.75% N/A Plan Assets Pension assets are managed in accordance with the prudent investor standards of the Employee Retirement Income Security Act...

  • Page 59
    ...put and call options (traded on security exchanges) are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency. Corporate debt instruments and interest rate swap agreements are...

  • Page 60
    ... net cost (income): 2011 5.75% 4.00% 8.50% Pension Benefits 2010 6.00% 4.25% 8.50% 2009 6.50% 4.25% 8.50% Other Postretirement Benefits 2011 2010 2009 5.75% 6.00% 6.50% N/A N/A N/A N/A N/A N/A Discount rate ...Rate of compensation increase ...Expected return on plan assets ...58 2011 BROWN SHOE...

  • Page 61
    ... in other liabilities in the accompanying consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are charged to selling and administrative expenses in the accompanying consolidated statements of earnings. 2011 BROWN SHOE COMPANY, INC. FORM 10-K 59

  • Page 62
    ... federal statutory income tax rate of 35% were as follows: ($ thousands) Income taxes at statutory rate ...State income taxes, net of federal tax benefit ...Tax impact of nondeductible stock option expense Foreign earnings taxed at lower rates ...Other ...Total income tax provision ...2011 $ 3,168...

  • Page 63
    ..., selling primarily Naturalizer brand footwear in regional malls and outlet centers as well as other e-commerce businesses. The Other segment includes corporate assets and administrative expenses and other costs and recoveries that are not allocated to the operating units. 2011 BROWN SHOE COMPANY...

  • Page 64
    ...For geographic purposes, the domestic operations include the wholesale distribution of licensed, branded and privatelabel footwear to a variety of retail customers, including the Company's Famous Footwear and Specialty Retail stores and e-commerce business. 62 2011 BROWN SHOE COMPANY, INC. FORM 10-K

  • Page 65
    .... Fair value was based on estimated future cash ï¬,ows to be generated by retail stores, discounted at a market rate of interest. 10. GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets were as follows: ($ thousands) Intangible Assets Famous Footwear ...Wholesale Operations ...Specialty...

  • Page 66
    ... goodwill, to the carrying value of such reporting unit. This test requires various judgments and estimates. The fair value of goodwill is determined using an estimate of future cash ï¬,ows of the reporting unit and a risk-adjusted discount rate to compute a net present value of future cash ï¬,ows...

  • Page 67
    ... Senior Notes Due 2019 On May 11, 2011, the Company closed on an offering (the "Offering") of $200.0 million aggregate principal amount of 7.125% Senior Notes due 2019 (the "2019 Senior Notes"). The Company used a portion of the net proceeds to call and redeem the outstanding 8.75% senior notes due...

  • Page 68
    .... The Company's Wholesale Operations segment sells to national chains, mass merchandisers and department stores primarily in the United States, Canada and China. Receivables arising from these sales are not collateralized; however, a portion is covered by documentary letters of credit. Credit risk...

  • Page 69
    ... on the consolidated statement of earnings was as follows: ($ in thousands) Foreign exchange forward contracts: Income Statement Classification Gains (Losses) - Realized Net sales...Cost of goods sold ...Selling and administrative expenses Interest expense ...Fiscal Year Ended 2011 Gain (Loss...

  • Page 70
    ... the number of PSUs credited to the participating director's account, valued on the basis of the fair value at fiscal quarter-end on or following termination of the director's service. The fair value of the liabilities is based on an unadjusted quoted market price for the Company's common stock in...

  • Page 71
    ...-based awards in 2011, 2010 or 2009. Stock Options Stock options are granted to employees at exercise prices equal to the quoted market price of the Company's stock at the date of grant. Stock options generally vest over four years and have a term of 10 years. Compensation cost for all stock options...

  • Page 72
    ... value for stock options is calculated based on the exercise price of the underlying awards as compared to the quoted price of the Company's common stock as of the reporting date. The following table summarizes stock option activity for 2011 under the current and prior plans: Number of Options...

  • Page 73
    ... cash-equivalent restricted stock units ("RSUs") at no cost to the non-employee director. The RSUs are subject to a vesting requirement (usually one-year), earn dividend equivalent units and are payable in cash on the date the director terminates service or such earlier date as a director may elect...

  • Page 74
    ... 49%. B&H Footwear began operations in 2007 and distributes the Naturalizer brand in department stores and free-standing stores in several of China's largest cities. In addition, B&H Footwear sells Naturalizer footwear to Hongguo on a wholesale basis. Hongguo then sells Naturalizer products through...

  • Page 75
    ... course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company's results of operations or financial position. All legal costs associated with litigation...

  • Page 76
    ...CONSOLIDATING STATEMENT OF EARNINGS FOR THE FISCAL YEAR ENDED JANUARY 28, 2012 ($ thousands) Net sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...Restructuring and other special charges, net ...Equity in (earnings) loss of subsidiaries ...Operating earnings (loss...

  • Page 77
    ... ...Debt issuance costs ...Acquisition of treasury stock ...Proceeds from stock options exercised...Tax (deficiency) benefit related to share-based plans ...Contributions by noncontrolling interests ...Net cash provided by (used for) financing activities ...Effect of exchange rate changes on cash...

  • Page 78
    ... CONSOLIDATING STATEMENT OF EARNINGS FOR THE FISCAL YEAR ENDED JANUARY 29, 2011 ($ thousands) Net sales ...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...Restructuring and other special charges, net ...Equity in (earnings) loss of subsidiaries ...Operating earnings...

  • Page 79
    ... CONSOLIDATING STATEMENT OF EARNINGS FOR THE FISCAL YEAR ENDED JANUARY 30, 2010 ($ thousands) Net sales ...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...Restructuring and other special charges, net ...Equity in (earnings) loss of subsidiaries ...Operating earnings...

  • Page 80
    ... attributable to Brown Shoe Company, Inc. shareholders(2)...Dividends paid ...Market value: High...Low ...(1) ... 0.08 0.08 0.07 15.77 10.39 (0.11) (0.11) 0.07 12.79 8.85 0.80 0.79 0.07 10.31 5.85 (0.21) (0.21) 0.07 9.72 7.51 Adjusted from amounts previously reported in the Company's Form 10...

  • Page 81
    ... the Chief Executive Officer's and Chief Financial Officer's ultimate responsibility to ensure we maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of...

  • Page 82
    ... independent 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...

  • Page 83
    ...our Principal Accounting Fees and Services is set forth under the caption Fees Paid to Independent Registered Public Accountants in the Proxy Statement for the Annual Meeting of Shareholders to be held May 22, 2012, which information is incorporated herein by reference. 2011 BROWN SHOE COMPANY, INC...

  • Page 84
    ... herein by reference to Exhibit A to the Company's definitive proxy statement dated and filed April 11, 2008. Form of Incentive Stock Option Award Agreement (for grants commencing May 2008) under the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002, incorporated herein by...

  • Page 85
    ...'s definitive proxy materials filed with the Securities and Exchange Commission on Schedule 14A on April 15, 2011. 10.6b* Form of Performance Award Agreement (for 2011-2013 performance period) under the Brown Shoe Company, Inc. Incentive and Stock Compensation Plan of 2002, as incorporated herein...

  • Page 86
    ... 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 27, 2012 Know all men by...

  • Page 87
    ...material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ Diane M. Sullivan Diane M. Sullivan President and Chief Executive Officer Brown Shoe Company, Inc. March 27, 2012 2011 BROWN SHOE COMPANY, INC. FORM...

  • Page 88
    ..., 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, Inc. March 27, 2012 86 2011 BROWN SHOE COMPANY, INC. FORM...

  • Page 89
    ... of 2002 In connection with the Annual Report of Brown Shoe Company, Inc. (the "Registrant") on Form 10-K for the year ended January 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Diane M. Sullivan, President and Chief Executive Officer of the...

  • Page 90
    ... ability of Brown Shoe Company to execute on the first phase of its portfolio realignment. The company's reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption Risk Factors in Item 1A...

  • Page 91
    ... and Chief Executive Officer of Radio Free Europe/Radio Liberty, Inc. patricia g . mcginnis (6) Professor of Practice at George Washington University, Trachtenberg School of Public Policy and Public Administration CORPORATE OFFICES brown Shoe company 8300 maryland Ave . St . louis, missouri 63105...

  • Page 92
    8 3 0 0 m a r y l a n d Ave n u e St . lo u i s, mo 6 3 1 0 5 -3 69 3 3 1 4 . 8 5 4 . 4 0 0 0 b row n s h o e .co m