Famous Footwear 2013 Annual Report Download

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2013 ANNUAL REPORT
ENDURING STYLE

Table of contents

  • Page 1
    2013 ANNUAL REPORT ENDURING STYLE

  • Page 2
    ...BILLION global footwear company 2013 HIGHLIGHTS ~48 MILLION pairs of shoes sold at wholesale +1,200 { retail stores FAMOUS FOOTWEAR SALES PER SQUARE FOOT UP 24% SINCE 2009 NEARLY 200 NATURALIZER STORES IN THE U.S. AND CANADA 10 wholesale brands 14 branded e-commerce sites 3 targeted consumer...

  • Page 3
    ...school selling season. Famous Footwear also delivered record operating earnings of $107 million, with operating margin of 7.0%. Revenue per square foot at Famous Footwear came in at $207, up 4% over 2012 and up 24% since 2009. + 2.9% FAMOUS FOOTWEAR SAME-STORE-SALES 2013 BROWN SHOE COMPANY ANNUAL...

  • Page 4
    ...helped increase Famous Footwear's visibility and brand presence on a national scale. We also worked to maximize our Rewards program in 2013, and added nearly 1 million new members. With each new Rewards member, we gain more information on our consumers and insight into their shopping history and, as...

  • Page 5
    ... around our best performing brands and businesses, you will see sustained progress toward our long-term goals of adjusted ROIC of 15% and adjusted operating margin of 8%. In 2014, we will be celebrating the 100th anniversary of Brown Shoe Company trading on the New York Stock Exchange. We share this...

  • Page 6
    ... and Adjusted Diluted Earnings* *Non-GAAP financial measure 3.9% 2.8% 3.0% 1.4% 1.2% 2009 2010 2011 2012 2013 Operating Margin RETAIL $1,749 70% WHOLESALE* 30 % $764 2013 Net Sales dollars in millions *Excludes sales from discontinued brands 4 2013 BROWN SHOE COMPANY ANNUAL REPORT

  • 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
    ... Annual Report on Form 10-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...

  • Page 9
    ... Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services...84 84 85 85 85 PART IV Item 15 Exhibits and Financial Statement Schedules...86 2013 BROWN SHOE COMPANY, INC. FORM...

  • 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, Vans, Sperry, Asics, DC, BOC by Born, Sof Sole, Bearpaw, and Steve Madden...

  • Page 11
    ... quality and value in her footwear selections. The Naturalizer stores offer a selection of women's footwear styles, including casual, dress, sandals, and boots, primarily under the Naturalizer brand. Retail price points typically range from $69 for shoes to $199 for boots. The majority of products...

  • Page 12
    ... names. During 2014, we plan to open several additional Sam Edelman stores as we expand our retail presence for this brand, and close four Dr. Scholl's stores. WHOLESALE OPERATIONS Our Wholesale Operations segment designs, sources, and markets branded footwear for women and men at a variety of price...

  • Page 13
    ... apparel and fitness products, so all women can lead an active, inspired and balanced life. The brand is distributed through department stores, national chains, online retailers, and our Famous Footwear retail stores at retail price points from $50 to $85. 2013 BROWN SHOE COMPANY, INC. FORM 10...

  • Page 14
    ..., Famous.com, and other national chains at retail price points of $40 for shoes to $100 for boots. We have a license agreement with Krystal Ball Productions to sell Fergie/Fergalicious footwear that expires in December 2014. Carlos by Carlos Santana: The Carlos by Carlos Santana collection of women...

  • Page 15
    ...execution, and time to market. We maintain design teams for our brands in St. Louis, 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. Our designers...

  • 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
    ... for our products or if our manufacturers fail to supply the quality products that we require in a timely manner, we may experience inventory shortages. Inventory shortages may delay shipments to customers (and possibly require us to offer discounts or costly expedited shipping), negatively impact...

  • Page 18
    ... 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 19
    ... additional costs. In addition, if we, or our suppliers or foreign manufacturers, violate United States or foreign trade laws or regulations, we may be subject to additional duties, significant monetary penalties, the seizure and forfeiture of the products we are attempting 2013 BROWN SHOE COMPANY...

  • Page 20
    ... in reduced net sales in existing stores as our stores become more concentrated in the markets we serve. As a result, the number of consumers and financial performance of individual stores may decline and the average sales per square foot at our stores may be reduced. 18 2013 BROWN SHOE COMPANY, INC...

  • Page 21
    ... cancel orders without penalty. Our wholesale customers set the delivery schedule for shipments of our products, which could cause shifts of sales between quarters. Our estimated annual tax rate is based on projections of our domestic and international operating results for the year, which we review...

  • Page 22
    .... ITEM 1B UNRESOLVED STAFF COMMENTS There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934, as amended. 20 2013 BROWN SHOE COMPANY, INC...

  • Page 23
    ... EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol "BWS." As of February 1, 2014, we had approximately 3,929 shareholders of record. The following table sets forth the high and low sales prices per share of our common stock as reported on...

  • Page 24
    ... the common stock. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Brown Shoe Company, Inc., the S&P SmallCap 600 Index, and a Peer Group $700 $600 $500 $400 $300 $200 $100 $0 1/31/2009 1/30/2010 1/29/2011 1/28/2012 S&P SmallCap 600 2/2/2013 2/1/2014 Peer Group Brown Shoe Company, Inc. * $100...

  • Page 25
    ... above. (1) Return on average invested capital is calculated by dividing operating earnings 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
    ... Brown Shoe Company delivered a successful 2013. Our portfolio realignment initiatives over the past couple of years helped drive our strong performance in 2013. We reported year-over-year operating earnings growth of 32.4%, while delivering a 2.9% increase in Famous Footwear same-store sales...

  • Page 27
    ...net sales due to stores that have been opened or closed during the period and are thereby excluded from the same-store sales calculation. E-commerce sales for those websites that function as an extension of a retail chain are included in the same-store sales calculation. 2013 BROWN SHOE COMPANY, INC...

  • Page 28
    ... sales, our gross profit rate increased to 40.4% in 2013, from 39.9% last year. The increase in gross profit rate was primarily due to lower inventory markdowns, lower freight expenses, and higher average unit retail prices at Famous Footwear, a more profitable brand mix at our Wholesale Operations...

  • Page 29
    ... permanent items applied to the domestic loss and the impact of the earnings mix between domestic and international tax jurisdictions. These factors resulted in an overall effective tax benefit rate of 30.4% in 2011. Refer to Note 6 to the consolidated financial statements for additional information...

  • Page 30
    ... restructuring and other special charges, net. FAMOUS FOOTWEAR 2013 ($ 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 ...$1,527.5 . 846...

  • Page 31
    ... closure of underperforming stores. In 2013, 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 2013 approximately 70% of our net sales were to Rewards members, compared to 66...

  • Page 32
    ... brands, including Sam Edelman, Franco Sarto, LifeStride, and Vince, partially offset by decreases in Via Spiga, Fergie, and Ryka. Our unfilled order position decreased $1.0 million, or 0.4%, to $273.9 million at the end of 2013, as compared to $274.9 million at the end of 2012. Net sales increased...

  • Page 33
    ... segment. In general, we have priced the inventory to recognize a customary profit rate on these products in our Wholesale Operations segment. The Specialty Retail segment recognizes an additional profit rate based on the retail sale to the consumer. 2013 BROWN SHOE COMPANY, INC. FORM 10-K 31

  • Page 34
    ... impact on our business over the last three years. Inflation can have a long-term impact on our business because increasing costs of materials and labor may impact our ability to maintain satisfactory profit rates. For example, our products are manufactured 32 2013 BROWN SHOE COMPANY, INC. FORM 10...

  • Page 35
    ... our consumers and adjust our business model, as appropriate, to minimize the impact of higher costs. Further discussion of the potential impact of inflation and changing prices is included in Item 1A, Risk Factors. LIQUIDITY AND CAPITAL RESOURCES Borrowings ($ millions) February 1, 2014 $ 7.0 199...

  • Page 36
    ... current assets, higher accounts payable, and a decrease in current liabilities -discontinued operations. Our lower balance for the revolving credit agreement is primarily due to our operating cash flows in 2013 and the net proceeds received from the sale of the Avia and Nevados brands in early 2013...

  • Page 37
    ... 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 38
    ... value of our inventories based on current selling prices. At our Famous Footwear segment, we recognize markdowns 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 causes gross profit rate at Famous Footwear...

  • Page 39
    ... trade accounts payable have historically approximated their fair values at the business combination date. With respect to other acquired assets and liabilities, we use all available information to make our best estimates of their fair values at the business combination date. 2013 BROWN SHOE COMPANY...

  • Page 40
    ... Accounting Pronouncements Recent accounting pronouncements and their impact on the Company are described in Note 1 to the consolidated financial statements. OFF-BALANCE SHEET ARRANGEMENTS The Company has no off-balance sheet arrangements as of February 1, 2014. 38 2013 BROWN SHOE COMPANY...

  • Page 41
    ... are major international financial institutions, and we believe the risk of loss due to nonperformance is minimal. A description of our accounting policies for derivative financial instruments is included in Notes 1 and 12 to the consolidated financial statements. 2013 BROWN SHOE COMPANY, INC. FORM...

  • Page 42
    ... as of February 1, 2014. The effectiveness of our internal control over financial reporting as of February 1, 2014, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included herein. 40 2013 BROWN SHOE COMPANY, INC. FORM 10...

  • Page 43
    ...with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Brown Shoe Company, Inc. as of February 1, 2014 and February 2, 2013, and the related consolidated statements of earnings, comprehensive income, cash flows and shareholders' equity...

  • Page 44
    ... 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 1, 2014 and February 2, 2013, and the related consolidated statements of earnings...

  • Page 45
    ... AND EQUITY Current liabilities: Borrowings under revolving credit agreement ...Trade accounts payable ...Employee compensation and benefits ...Income taxes ...Deferred income taxes ...Other accrued expenses ...Current liabilities - discontinued operations...Total current liabilities ...Other...

  • Page 46
    ...sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...Restructuring and other special charges, net ...Impairment of assets held for sale ...Operating earnings ...Interest expense ...Loss on early extinguishment of debt ...Interest income ...Earnings before income taxes...

  • Page 47
    ... other postretirement benefits adjustments, net of tax Derivative financial instruments, net of tax ...Other comprehensive income (loss), net of tax ...Comprehensive income ...Comprehensive loss attributable to noncontrolling interests...Comprehensive income attributable to Brown Shoe Company, Inc...

  • Page 48
    ... loss on sale of subsidiaries ...Deferred rent ...Deferred income taxes provision (benefit) ...Provision for doubtful accounts ...Changes in operating assets and liabilities: Receivables ...Inventories ...Prepaid expenses and other current and noncurrent assets ...Trade accounts payable ...Accrued...

  • Page 49
    ...Capital Income 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 29, 2011 ...Net earnings ...Foreign currency translation adjustment...

  • Page 50
    ... wholesaler. The Company's shares are traded under the "BWS" symbol on the New York Stock Exchange. The Company provides a broad offering of licensed, branded, and private-label casual, dress, and athletic footwear products to women, men, and children. Footwear is sold at a variety of price points...

  • Page 51
    ... 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 causes the gross profit rate at Famous Footwear...

  • Page 52
    ... at Famous Footwear stores. In addition to the savings certificates, the 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...

  • Page 53
    ... 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-class method...

  • Page 54
    ...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 a component of accumulated other comprehensive income in total Brown Shoe Company...

  • Page 55
    ... at closing, from the sale of stock, the sale of inventory, and for the provision of transitional services, less working capital adjustments. The promissory note was due November 14, 2013, earned interest at a 3% annual rate, and was secured by a guarantee by American Sporting Goods Corporation and...

  • Page 56
    ... Net sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...Restructuring and other special charges, net ...Operating (loss) earnings ...Interest expense ...Interest income ...(Loss) earnings before income taxes from discontinued operations Income tax benefit (provision...

  • Page 57
    ... with American Sporting Goods Corporation); exiting certain women's specialty and private label brands; exiting the children's wholesale business; the sale and closure of sourcing and supply chain assets; closing or relocating numerous underperforming or poorly aligned retail stores; the termination...

  • Page 58
    ... share) related to an organizational change at the corporate headquarters. These costs were recognized as restructuring and other special charges, net and included in the Other segment. No organizational change costs were incurred during 2013 or 2011. 56 2013 BROWN SHOE COMPANY, INC. FORM 10-K

  • Page 59
    ..., fund strategies, and fund managers. The target allocations for plan assets for 2014 are 70% equities and 30% debt securities. Allocations may change periodically based upon changing market conditions. Equities did not include any Company stock at February 1, 2014 or February 2, 2013. Assets of the...

  • Page 60
    ... The fair values of the Company's pension plan assets at February 2, 2013 by asset category are as follows: ($ thousands) Asset Money market funds...U.S. government securities ...Mutual fund...Limited partnership ...Real estate investment trusts . . Corporate debt instruments . . Corporate stocks...

  • Page 61
    ... net cost (income): Discount rate ...Rate of compensation increase ...Expected return on plan assets ...2013 4.50% 3.50% 8.25% Pension Benefits 2012 2011 4.75% 5.75% 3.50% 4.00% 8.25% 8.50% Other Postretirement Benefits 2013 2012 2011 4.50% 4.75% 5.75% N/A N/A N/A N/A N/A N/A 2013 BROWN SHOE COMPANY...

  • Page 62
    ...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. 60 2013 BROWN SHOE COMPANY, INC. FORM 10-K

  • Page 63
    ... 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 ...Foreign earnings taxed at lower rates ...Non-deductibility of impairment of assets held for sale...

  • Page 64
    ...Famous Footwear and Specialty Retail segments. The Specialty Retail segment included 92 stores in the United States and 87 stores in Canada at the end of 2013, selling primarily Naturalizer brand footwear in regional malls and outlet centers as well as other e-commerce businesses. 62 2013 BROWN SHOE...

  • Page 65
    ...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. The Company's foreign operations primarily consist of wholesale operations in the Far East and retail operations in Canada and...

  • Page 66
    ... in selling and administrative expenses. Fair value was based on estimated future cash flows to be generated by retail stores, discounted at a market rate of interest. 9. GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets were as follows: ($ thousands) Intangible Assets Famous Footwear...

  • Page 67
    ... 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 flows of the reporting unit and a risk-adjusted discount rate to compute a net present value of future cash flows...

  • Page 68
    ..., of which approximately $ 0.6 million was non-cash. 11. LEASES The Company leases 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...

  • Page 69
    ... in the Company's investment strategy. The Company's Wholesale Operations segment sells to national chains, department stores, mass merchandisers, independent retailers, online retailers, and catalogs primarily in the United States, Canada and China. Receivables arising from these sales are not...

  • Page 70
    ... in cash flow hedging relationships 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 ...Gain...

  • Page 71
    ... fair value using quoted forward foreign exchange prices from counterparties corroborated by market-based pricing (Level 2). Additional information related to the Company's derivative financial instruments is disclosed in Note 1 and Note 12 to the consolidated financial statements. 2013 BROWN SHOE...

  • Page 72
    ...consolidated statement of earnings. The Company recognized a gain on disposition of $1.0 million in the second quarter of 2013. ASG was previously included within the Wholesale Operations segment. The fair value of assets was estimated based on the anticipated sales proceeds less costs to sell. This...

  • Page 73
    ... to time, depending on market conditions. The repurchase program does not have an expiration date. Repurchases of common stock are limited under the Company's debt agreements. There have been no shares repurchased under the 2011 Program. Repurchases Related to Employee Share-based Awards During 2013...

  • Page 74
    ...224) 393 $ (48) Affected Line Item in the Consolidated Statements of Earnings Costs of goods sold and selling and administrative expenses Income tax (provision) benefit Selling and administrative expenses Selling and administrative expenses Income tax (provision) benefit (1) See Note 12 and Note 13...

  • Page 75
    ... 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 is recognized over the requisite service period for each award. No...

  • Page 76
    ... 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 2013 under the current and prior plans: Number of Options Outstanding at February 2, 2013 Granted ...Exercised ...Forfeited ...Canceled or expired...

  • Page 77
    ... reported in the Company's consolidated statements of earnings. See Note 5 to the consolidated financial statements for information regarding the deferred compensation plan for non-employee directors. The following table summarizes restricted stock unit activity for the year ended February 1, 2014...

  • Page 78
    ... New York tannery and two associated landfills. In 1995, state environmental authorities reclassified the status of these sites as being properly closed and requiring only continued maintenance and monitoring through 2024. The Company has an accrued liability of $1.5 million at February 1, 2014...

  • Page 79
    ...cash flows of, each of the consolidated groups. CONDENSED CONSOLIDATING BALANCE SHEET AS OF FEBRUARY 1, 2014 ($ thousands) Assets Current assets: Cash and cash equivalents ...Receivables, net ...Inventories, net...Prepaid expenses and other current assets . Current assets - discontinued operations...

  • Page 80
    ...Net cash (used for) provided by financing activities ...Effect of exchange rate changes on cash and cash equivalents (Decrease) increase in cash and cash equivalents...Cash and cash equivalents at beginning of year...Cash and cash equivalents at end of year ...78 2013 BROWN SHOE COMPANY, INC. FORM...

  • Page 81
    ...) Net sales...Cost of goods sold ...Gross profit ...Selling and administrative expenses ...Restructuring and other special charges, net ...Operating (loss) earnings ...Interest expense ...Interest income ...Intercompany interest income (expense) ...(Loss) earnings before income taxes from continuing...

  • Page 82
    ... revolving credit agreement ...Repayments under revolving credit agreement ...Intercompany financing ...Dividends paid ...Issuance of common stock under share-based plans, net ...Tax benefit related to share-based plans...Net cash used for financing activities...Effect of exchange rate changes on...

  • Page 83
    ... to pay a cash purchase price of $65.0 million, which was paid at the time of closing. As a result of entering into and closing the Asset Purchase Agreement, the Company's existing license agreement, granting the Company the right to sell footwear and other products using the Franco Sarto trademarks...

  • Page 84
    ... to Brown Shoe Company, Inc. Per share of common stock: Basic (loss) earnings per common share attributable to Brown Shoe Company, Inc. shareholders (1) ...Diluted (loss) earnings per common share attributable to Brown Shoe Company, Inc. shareholders (1) ...Dividends paid ...Market value: High...Low...

  • Page 85
    ... 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 86
    ... over financial reporting. ITEM 9B None. PART III ITEM 10 OTHER INFORMATION DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding Directors of the Company is set forth under the caption Proposal 1 - Election of Directors in the Proxy Statement for the Annual Meeting of...

  • 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 29, 2014, which information is incorporated herein by reference. 2013 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...

  • Page 89
    ..., dated May 14, 2013, by and among Brown Shoe Company, Inc., Brown Shoe International Corp. and Galaxy Brand Holdings, Inc., incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed May 20, 2013. Subsidiaries of the registrant. Consent of Registered Public Accounting Firm...

  • 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 1, 2014 Know...

  • Page 91
    ... 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 Chief Executive Officer, President and Chairman of the Board of Directors Brown Shoe Company, Inc. April 1, 2014 2013 BROWN SHOE COMPANY...

  • 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 1, 2014 90 2013 BROWN SHOE COMPANY, INC...

  • Page 93
    ... the Annual Report of Brown Shoe Company, Inc. (the "Registrant") on Form 10-K for the year ended February 1, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Diane M. Sullivan, Chief Executive Officer, President and Chairman of the Board of Directors...

  • 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 1, 2014, which...

  • Page 95
    ... Information Officer, Logistics & Customer Care TRANSFER AGENT Computershare P.O. Box 30170 College Station, TX 77842-3170 866.865.6319 computershare.com/investor INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ernst & young LLp COMMON STOCK Brown Shoe Company is traded on nySe under the symbol...

  • 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 5 314.854.4000 b row n s h o e.co m