Famous Footwear 2012 Annual Report Download

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2012 ANNUAL REPORT
SHOES FOR
ALL OF LIFE’S WALKS

Table of contents

  • Page 1
    2012 ANNUAL REPORT SHOES FOR ALL OF LIFE'S WALKS

  • Page 2
    ...- Naturalizer, Dr . Scholl's Shoes, LifeStride, Avia and Ryka - and our Contemporary Fashion brands - Via Spiga, Vince, Vera Wang, Sam Edelman, Franco Sarto, Carlos Santana and Fergie Footwear - are part of our compelling portfolio of wholesale demand brands . These are authentic brands that connect...

  • Page 3
    ...the executive level with the addition of russ hammer as CFo and mark Schmitt as CIo. with these changes, we embarked on a more structured path to long-term success, designed to help drive improved processes in both finance and It and across the overall company. 2012 BROWN SHOE COmpANy ANNuAL REpORT...

  • Page 4
    ... continued to drive improved revenue per square foot of $199 versus $186 in 2011, as we continued to put our Famous Footwear stores in the right places in 2012. we drove consumers to our stores with our new Victory marketing campaign, especially during back-to-school when same-store-sales were up...

  • Page 5
    ..., with revenue up 9% and 11%, respectively in 2012. Sam edelman maintained its hot streak, with sales up 17% and with the successful launch of its flagship Soho store in new york - in the midst of hurricane Sandy. Sam capped off an amazing 2012 by being named brand of the year by Footwear news...

  • Page 6
    ... Living Contemporary Fashion Other $871 $754 $632 $ 845 $704 $187 $186 $168 $167 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 Famous Footwear Average Store Revenue Per Square Foot dollars Wholesale Consumer Platform Mix Net Sales dollars in millions $ Dividends Adjusted EPS...

  • Page 7
    ...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 Identification Number) 63105 (Zip Code...

  • Page 8
    ... "the Company" or "Brown Shoe Company" refers to Brown Shoe Company, inc. and its subsidiaries. information in this form 10-k is current as of april 2, 2013, unless otherwise specified. CAUTION REGARDING FORWARD-LOOKING STATEMENTS in this report, and from time to time throughout the year, we share...

  • Page 9
    ...'s report on internal Control over financial reporting ...report of independent registered public accounting firm ...report of independent registered public accounting firm ...Consolidated Balance Sheets ...Consolidated Statements of earnings ...Consolidated Statements of Comprehensive income...

  • Page 10
    ... of delivery options. famous footwear stores feature a wide selection of brand-name, athletic, casual and dress shoes for the entire family. Brands carried include, among others, nike, Skechers, new Balance, Converse, adidas, DC, LifeStride, reebok, Sperry, asics, puma, Dr. Scholl's Shoes, Vans, BoC...

  • Page 11
    ... promotional offers. in 2012, approximately 66% of our famous footwear net sales were generated by our rewards members. During the year, we expanded our efforts to connect with and engage our customers to build a strong brand preference for famous footwear through our loyalty program. in 2013...

  • Page 12
    ... under the Dr. Scholl's Shoes and Sam edelman names. During 2013, we plan on opening one Sam edelman store. 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 footwear products are...

  • Page 13
    ... price points range from $69 for shoes to $199 for boots. naturalizer held the no. 2 market share position in the moderate zone within the women's fashion footwear category across npD tracked point-of-sale channels at the end of 2012, according to The npD Group/retail Tracking Service. natural Soul...

  • Page 14
    ... the women's fashion footwear category across npD tracked point-of-sale channels at the end of 2012, according to The npD Group/retail Tracking Service. we have a license agreement with krystal Ball productions to sell fergie/fergalicious footwear that expires in 2014. Carlos by Carlos Santana: The...

  • Page 15
    ..., execution and time to market. we maintain design teams for our brands in St. Louis, Los angeles, new york and China as well as other select fashion locations, including italy. These teams, which include independent designers, are responsible for the creation and development of new product styles...

  • Page 16
    ... and Chief merchandising officer of famous footwear from January 2002 to July 2006. Daniel R Friedman, Division president - Global Supply Chain since January 2010. Senior Vice president, product Development and Sourcing from July 2006 to January 2010. managing Director at Camuto Group, inc. from...

  • Page 17
    ... footwear brands. if we fail to successfully anticipate and respond to changes in consumer demand and fashion trends, develop new products and designs and implement effective, responsive merchandising and marketing strategies and programs, we could experience lower sales, excess inventories...

  • Page 18
    ...rely on foreign sources of production, which subjects our business to risks associated with international trade. we rely on foreign sourcing for our footwear products primarily through third-party manufacturing facilities located in China. at times, we are the exclusive customer of these third-party...

  • 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
    ... we have significant control over our licensees' products and advertising, we generally cannot control their operational and financial issues. if our licensees are not able to meet annual sales and royalty goals, obtain financing, manage their supply chain, 18 2012 Brown Shoe Company, InC. Form 10-k

  • Page 21
    ... 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, change the mix of products they order or cancel orders without penalty...

  • Page 22
    ... portions of our business, closing certain stores and making other infrastructure changes. we continue to take actions to respond to this review in an effort to focus on our target consumer platforms, maximize operating efficiency and shareholder value and reduce costs. achievement of our...

  • Page 23
    ... periodic or current reports under the Securities exchange act of 1934, as amended. ITEM 2 PROPERTIES 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...

  • Page 24
    ... not applicable. PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES our common stock is listed on the new york Stock exchange ("nySe") under the trading symbol "BwS." as of february 2, 2013, we had approximately 3,250...

  • Page 25
    ... S&p© SmallCap 600 Stock Index and (ii) a peer group of companies believed to be engaged in similar businesses. our peer group consists of Genesco, Inc., Shoe Carnival, Inc., DSw, Inc., Skechers u.S.a., Inc., Steven madden, ltd. and wolverine world wide, Inc. In october 2012, Collective Brands, Inc...

  • Page 26
    ... in conjunction with the consolidated financial statements and notes thereto and the other information contained elsewhere in this report. ($ thousands, except per share amounts) Operations: net sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...restructuring and...

  • Page 27
    ... contemporary fashion platforms are comprised of the Dr. Scholl's Shoes, naturalizer, Sam edelman, franco Sarto, LifeStride, avia, Via Spiga, ryka, fergie, Carlos, Vera wang, nevados and Vince brands. Through these brands we offer our customers a diversified portfolio, each designed and targeted to...

  • Page 28
    ... after-tax, or $0.05 per diluted share), associated with the impact to cost of goods sold of the inventory fair value adjustment in connection with the acquisition of aSG, with no corresponding costs during 2012 or 2010. See note 2 to the consolidated financial statements for additional information...

  • Page 29
    ... to be $11.9 million), the impact to cost of goods sold of the inventory fair value adjustment in connection with the acquisition of aSG ($4.2 million) and other cost of goods sold adjustments associated with our portfolio realignment ($1.6 million). retail and wholesale net sales were 66.3% and 33...

  • Page 30
    ... tax rate on continuing operations was a provision of 29.4% in 2012 compared to 3.6% in 2011 and 30.4% in 2010. our consolidated effective tax rate is generally below the federal statutory rate of 35% because our foreign earnings are subject to lower statutory tax rates. 28 2012 Brown Shoe Company...

  • Page 31
    ... retail 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 earnings before income taxes...

  • Page 32
    ... closure of underperforming stores. in 2012, we expanded our efforts to connect with and engage our customers to build a strong brand preference for famous footwear through our loyalty program, rewards. as a result, in 2012 approximately 66% of our net sales were to rewards members, compared to 62...

  • Page 33
    ... are reflected in discontinued 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. Gross Pro...

  • Page 34
    ... primarily driven by higher selling and administrative expenses and restructuring and other special charges, net, partially offset by an increase in net sales. as a percent of net sales, operating earnings decreased to 1.9% in 2011 compared to 4.3% in 2010. 32 2012 Brown Shoe Company, InC. Form 10...

  • Page 35
    ... to lower sales of high-margin products, such as toning footwear and boots, partially offset by an increased gross profit rate for Shoes.com. our naturalizer stores purchase the majority of their inventory from our wholesale operations segment. in general, we have priced the inventory to recognize...

  • Page 36
    ...the Company's higher share price on certain of the variable share-based compensation plans. • Technology professional services and consulting fees - Our selling and administrative expenses were lower by $2.0 million during 2012, compared to last year. • Organizational changes - We incurred costs...

  • Page 37
    ... sum of eligible accounts receivable and inventory, as defined, less applicable reserves. Under the Credit agreement, the Loan parties' obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral. 2012 Brown Shoe Company, InC. Form...

  • Page 38
    ... face amount under letters of credit. The Credit agreement limits the Company's ability to incur additional indebtedness, create liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. in addition, certain...

  • Page 39
    ... due to our Wholesale operations segment with better inventory management and brands that we are exiting in conjunction with our portfolio realignment initiatives; and, • A larger increase in trade accounts payable in 2012 compared to a smaller increase in 2011 due to the timing and amount of...

  • Page 40
    ... 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 the licensor, when the related sales of the licensee are made. Gift Cards we sell gift cards...

  • Page 41
    ... determined using an estimate of future cash flows of the reporting unit and a risk-adjusted discount rate to compute a net present value of future cash flows. projected net sales, gross profit, selling and administrative expense, capital expenditures, depreciation, amortization and working capital...

  • Page 42
    ... of the stock option award. expense for stock performance awards is recognized based upon the fair value of the awards on the date of grant and the anticipated number of shares or units to be awarded on a straight-line basis over the three-year service period. if any of the assumptions used in the...

  • Page 43
    ... 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 5 and note 15 to the consolidated financial statements. 2012 Brown Shoe Company, InC. Form 10-k 41

  • Page 44
    ... as of february 2, 2013. The effectiveness of our internal control over financial reporting as of february 2, 2013, has been audited by ernst & young LLp, an independent registered public accounting firm, as stated in its report which is included herein. 42 2012 Brown Shoe Company, InC. Form 10...

  • Page 45
    ...with the standards of the public Company accounting oversight Board (United States), the consolidated balance sheets of Brown Shoe Company, inc. as of february 2, 2013 and January 28, 2012, and the related consolidated statements of earnings, comprehensive income, cash flows and shareholders' equity...

  • Page 46
    ... 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 February 2, 2013 and January 28, 2012, and the related consolidated statements of earnings...

  • Page 47
    ... stock, $0.01 par value, 100,000,000 shares authorized; 42,896,363 and 41,970,687 shares outstanding, net of 3,190,432 and 4,116,108 treasury shares in 2012 and 2011, respectively ...additional paid-in capital ...accumulated other comprehensive income ...retained earnings ...Total Brown Shoe Company...

  • Page 48
    ...net sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...restructuring and other special charges, net ...impairment of intangible assets...operating earnings ...interest expense ...Loss on early extinguishment of debt ...interest income ...earnings before income taxes...

  • Page 49
    ...2010, respectively ...other comprehensive (loss) income, net of tax ...Comprehensive income ...Comprehensive loss attributable to noncontrolling interest ...Comprehensive income attributable to Brown Shoe Company, inc...See notes to consolidated financial statements ...2012 $ 27,204 475 (9,061) (402...

  • Page 50
    ...income taxes (benefit) provision ...provision for doubtful accounts ...Gain on sale of subsidiary, net ...Changes in operating assets and liabilities, net of acquired and discontinued operations: receivables ...inventories ...prepaid expenses and other current and noncurrent assets ...Trade accounts...

  • Page 51
    ... by noncontrolling interests . . Stock issued under employee and director benefit and restricted stock plans ...acquisition of treasury stock ...Tax benefit related to share-based plans...Share-based compensation expense ...BALANCE JANUARY 28, 2012 ...net earnings ...foreign currency translation...

  • Page 52
    ...-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 1,277 retail shoe stores in the United States, Canada, China and...

  • Page 53
    ...valuing inventories by assessing the net realizable value of inventories based on current selling prices. at the famous footwear segment, markdowns are recognized when it becomes evident that inventory items will be sold at retail prices less than cost, plus the cost to sell the product. This policy...

  • Page 54
    ... Company also offers exclusive member mailings that offer additional incentives to purchase. Savings certificates earned must be redeemed within stated expiration dates. The value of points and rewards earned by famous footwear's rewards program members are recorded as a reduction of net sales and...

  • Page 55
    ... 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. Shareholders The Company uses the two...

  • Page 56
    ...share-based 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 that...

  • Page 57
    ... incurred in 2012, 2011 and 2010 were recorded as a component of restructuring and other special charges, net. in addition, during 2011, the wholesale operations segment recognized an increase in cost of goods sold related to the impact of the inventory fair value adjustment in connection with the...

  • Page 58
    ... of the acquired receivables. The Company also estimated the fair value of inventories based on the estimated selling price of the work-in-process and finished goods acquired at the closing date less the sum of the costs to complete the work-in-process, the costs of disposal and a reasonable profit...

  • Page 59
    ..., Inc. edelman Shoe is a leading designer and marketer of fashion footwear. In 2007, the Company invested cash of $7.1 million in edelman Shoe, acquiring 42.5% of the outstanding stock. on november 3, 2008, the Company invested an additional $4.1 million of cash in edelman Shoe, acquiring 7.5% of...

  • Page 60
    ... SPECIAL CHARGES, NET Portfolio Realignment the Company's portfolio realignment initiatives include selling the anD 1 division (tBmC, which was acquired with aSG); exiting certain women's specialty and private label brands; exiting the children's wholesale business; closing two u.S. distribution...

  • Page 61
    ... in both the united States and Canada. the Company's domestic pension plans cover substantially all united States employees. under the domestic plans, salaried, management and certain hourly employees' pension benefits are based on the employee's highest consecutive five years of compensation during...

  • Page 62
    ... 28, 2012 by asset category are as follows: ($ thousands) Asset money market funds...U.S. government securities ...mutual fund...Limited partnership ...Group trust ...real estate investment trusts . . Corporate debt instruments . . Corporate stocks - common . . S&p 500 index options ...interest rate...

  • Page 63
    ... net (income) cost: Discount rate ...rate of compensation increase ...expected return on plan assets ...2012 4.75% 3.50% 8.25% pension Benefits 2011 2010 5.75% 6.00% 4.00% 4.25% 8.50% 8.50% other postretirement Benefits 2012 2011 2010 4.75% 5.75% 6.00% N/A n/a n/a N/A n/a n/a 2012 Brown Shoe Company...

  • Page 64
    ...presented 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. 62 2012 Brown Shoe Company, InC. Form 10-k

  • Page 65
    ... 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 ...2012 $ 13,491...

  • Page 66
    ... segment included 106 stores in the United States, 90 stores in Canada and 26 stores in China at the end of 2012, 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...

  • Page 67
    ... 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. 2012 Brown Shoe Company, InC. Form 10-k 65

  • Page 68
    ... primarily consist of wholesale operations in the Far east and retail operations in Canada, China and Guam. the Far east operations include the manufacture of footwear at facilities owned by the Company and first-cost transactions, where footwear is sold at foreign ports to customers who then import...

  • Page 69
    ... value of the licensed trademark intangible asset to zero. also during 2012, the Company acquired a trademark for $5.0 million. the trademark is being amortized over a 15 year useful life. the decrease in intangible assets of the wholesale operations segment from January 28, 2012 to February 2, 2013...

  • Page 70
    ... all of its retail locations and certain office locations, distribution centers and equipment. The minimum lease terms for the Company's retail stores generally range from five to 10 years. approximately one-half of the retail store leases are subject to renewal options for varying periods. The...

  • Page 71
    ... in the Company's investment strategy. The Company's wholesale operations segment sells to national chains, department stores, independent retailers, mass merchandisers, online retailers and catalogs primarily in the United States, Canada and China. receivables arising from these sales are not...

  • Page 72
    ...value as an 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 below for all financial and non-financial assets and liabilities measured at fair value. 70 2012 Brown Shoe Company...

  • Page 73
    ... for non-employee Directors is disclosed in note 5 to the consolidated financial statements. Derivative Financial Instruments The Company uses derivative financial instruments, primarily foreign exchange contracts, to reduce its exposure to market risks from changes in foreign exchange rates. These...

  • Page 74
    ... programs. 15. SHARE-BASED PLANS The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted stock options, restricted stock and stock performance awards. 72 2012 Brown Shoe Company...

  • Page 75
    ... and currently exercisable at february 2, 2013 was $3.9 million and $2.4 million, respectively. intrinsic 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. 2012 Brown Shoe...

  • Page 76
    .... 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 february 2, 2013: number of nonvested restricted Shares nonvested at January 28, 2012 Granted...

  • Page 77
    ... from changes in the fair value of the rSus subsequent to the vesting period and through the settlement date are reported in the Company's consolidated statements of earnings. the following table summarizes restricted stock unit activity for the year ended February 2, 2013: outstanding number of...

  • Page 78
    ... 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 CBI on a wholesale basis. CBI then sells naturalizer products through retail stores in China. During 2012, 2011 and...

  • Page 79
    ...former retail locations that it exited in prior years. These obligations will continue to decline over the next several years as leases expire. in order for the Company to incur any liability related to these lease commitments, the current lessees would have to default. 2012 Brown Shoe Company, InC...

  • Page 80
    ...) - (969,898) $ (969,898) CONDENSED CONSOLIDATING STATEMENT OF EARNINGS FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2013 ($ thousands) net sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...restructuring and other special charges, net ...impairment of intangible assets...

  • Page 81
    CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME FOR THE FISCAL YEAR ENDED FEBRUARY 2, 2013 ($ thousands) net earnings (loss) ...other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ...pension and other postretirement benefits adjustments ...Unrealized loss...

  • Page 82
    ... 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 83
    ... 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 (loss...

  • Page 84
    ... to Brown Shoe Company, inc. per share of common stock: Basic earnings (loss) per common share attributable to Brown Shoe Company, inc. shareholders (1) ...Diluted earnings (loss) per common share attributable to Brown Shoe Company, inc. shareholders (1) ...Dividends paid ...market value: high...

  • Page 85
    .... e Balance at end of period Description ($ thousands) YEAR ENDED FEBRUARY 2, 2013 Deducted from assets or accounts: Doubtful accounts and allowances ...Customer allowances ...Customer discounts ...Inventory valuation allowances ...Deferred tax asset valuation allowance YEAR ENDED JANUARY 28, 2012...

  • Page 86
    ... internal control over financial reporting. ITEM 9B none. PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OTHER INFORMATION information regarding Directors of the Company is set forth under the caption Proposal 1 - Election of Directors in the proxy Statement for the annual...

  • Page 87
    ...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 30, 2013, which information is incorporated herein by reference. 2012 Brown Shoe Company, InC...

  • Page 88
    ... to exhibit a to the Company's definitive proxy materials filed with the Securities and exchange Commission on Schedule 14a on april 15, 2011. form of performance award agreement (for 2011-2013 performance period) under the Brown Shoe Company, inc. incentive and Stock Compensation plan of 2002, as...

  • Page 89
    ... by reference to exhibit 10.1 to the Company's form 8-k dated and filed January 10, 2011. Stock purchase agreement, dated february 17, 2011, by and among Brown Shoe Company, inc., Brown Shoe netherlands B.V., american Sporting Goods Corporation, the sellers named therein and Jerome a. Turner, in his...

  • Page 90
    ...of the Securities exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Brown Shoe Company, InC. By: /s/ russell C. hammer russell C. hammer Senior Vice president and Chief Financial officer Date: april 2, 2013 know...

  • Page 91
    ...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. april 2, 2013 2012 Brown Shoe Company, InC. Form 10...

  • Page 92
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ russell C. hammer russell C. hammer Senior Vice president and Chief financial officer Brown Shoe Company, inc. april 2, 2013 90 2012 Brown Shoe Company, InC...

  • Page 93
    ... of 2002 In connection with the annual report of Brown Shoe Company, Inc. (the "registrant") on Form 10-k for the year ended February 2, 2013, 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 94
    .... 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 of the company's annual report on form 10-k for the year ended february 2, 2013, which...

  • Page 95
    CORPORATE INFORMATION EXECUTIVE MANAGEMENT Diane m. Sullivan President and Chief Executive Officer BOARD OF DIRECTORS ronald a. Fromm (1) Chairman of the Board of Brown Shoe Company Inc. patricia G. mcGinnis (6) Professor of Practice at George Washington University, Trachtenberg School of Public ...

  • Page 96
    8 3 0 0 m a r y l a n d ave. St. lo u i s, mo 6 3 1 0 5 -3 69 3 314.854.4000 b row n s h o e.co m