Brown Shoe Company, Inc., founded in 1878 and incorporated in 1913, is a global footwear retailer and wholesaler. Current activities include the operation of retail shoe stores and e-commerce websites as well as the design, sourcing and marketing of footwear for women and men. Our mission is to inspire people to feel good and live better...feet first! We are a global footwear company with annual net sales of $ 2.6 billion that puts consumers and their needs first, by targeting family, healthy living and contemporary fashion platforms. Our business is seasonal in nature due to consumer spending patterns, with higher back-to-school and Christmas and Easter holiday season sales. Traditionally, the third fiscal quarter accounts for a substantial portion of our earnings for the year.

Our accounting period is based upon a traditional retail calendar, which ends on the Saturday nearest January 31. Periodically, this results in a fiscal year that includes 53 weeks. Our 2012 fiscal year included 53 weeks, while both our 2011 and 2010 fiscal years had only 52 weeks. The difference in the number of weeks included in our fiscal years can affect annual comparisons.

During 201 2 , categories of our consolidated net sales were approximately 62 % women’s footwear, 24 % men’s footwear, 10 % children’s footwear and 4 % accessories. This composition has remained relatively constant over the past few years. Approximately 67 % of 201 2 footwear sales represented retail sales, including sales through our e-commerce websites, compared to 66 % in 201 1 and 7 0 % in 20 10 , and the remaining 33 %, 3 4 % and 30% in the respective years represented wholesale sales. See Note 7 to the consolidated financial statements for additional information regarding our business segments and financial information by geographic area.

We had approximately 14,100 full-time and part-time employees as of February 2, 2013 . In the United States, there are no employees subject to union contracts.  In Canada, we employ approximately 20 warehousing employees under a union contract, which expires in October 2013.

During 2012, Famous Footwear opened 55 stores and closed 89 stores. During 2012, Specialty Retail opened 29 stores and closed 41 stores.

With many companies operating retail shoe stores and shoe departments, we compete in a highly fragmented market. Competitors include local, regional and national shoe store chains, department stores, discount stores, mass merchandisers, numerous independent retail operators of various sizes and internet retailers. Quality of products and services, store location, trend-right merchandise selection and availability of brands, pricing, advertising and consumer service are all factors that impact retail competition.

Famous Footwear

Our family platform includes Famous Footwear, which is one of America’s leading family branded footwear retailers based on 1,055 stores at the end of 201 2 , net sales of $ 1.5 billion in 201 2 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 Famous.com . Our omni-channel strategy provides our customer numerous shopping experiences, access to a wider range of products and a variety 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 by Born, Sof Sole, Fergalicious and Bearpaw. We work closely with our vendors to provide our consumers with fresh product and, in some cases, product exclusively designed for and available only in our stores. Famous Footwear’s average retail price is approximately $ 39 for footwear with retail price points typically ranging from $ 22 for shoes up to $ 120 for boots.

Famous Footwear sells various Brown Shoe Company owned and licensed products. Such products are sold to Famous Footwear by our Wholesale Operations segment at a profit and represent approximately 14 % of Famous Footwear net sales.

Famous Footwear stores are located in strip shopping centers as well as outlet and regional malls in all 50 states and Guam. The breakdown by venue is as follows at the end of each of the last three fiscal years:

Stores open at the end of 201 2 and 201 1 averaged approximately 6,800   and 6,900 square feet , respectively . Total square footage at the end of 201 2 decreased 3.7 % to 7.2 million square feet compared to 7. 5 million at the end of 201 1 . We expect to open approximately 55 new stores and close approximately 60 stores in 201 3 . New stores typically experience an initial start-up period characterized by lower sales and operating earnings than what is generally achieved by more mature stores or the division as a whole. While the duration of this start-up period may vary by type of store, economic environment and geographic location, new stores typically reach a normal level of profitability within approximately four years.

Sales per square foot were $199 in 2012, which was up from $186 in 2011. Same-store sales increased 4.5% during 2012 , on a 52-week basis . Same-store sales changes are calculated by comparing the sales in stores that have been open at least 13 months. Relocated stores are treated as new stores, and closed stores are excluded from the calculation. Sales change from new and closed stores, net, reflects the change in 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 e-commerce websites that function as an extension of a retail chain are included in the same-store sales calculation. 

Famous Footwear relies on merchandise allocation systems and processes that use allocation criteria, consumer segmentation and inventory data in an effort to ensure stores are adequately stocked with products and to differentiate the needs of each store based on location, consumer segmentation and other factors. Famous Footwear’s distribution systems allow for merchandise to be delivered to each store weekly , or on a more frequent basis, as needed. Famous Footwear also utilizes regional third-party pooled distribution sites across the country. Famous Footwear’s in-store point-of-sale systems provide detailed sales transaction data to our corporate office for daily update and analysis in the perpetual inventory and merchandise allocation systems. Certain of t hese systems also are used for training employees and communication between the stores and corporate office.

Famous Footwear’s marketing programs include national television, print, digital marketing and social networking ,   in-store advertisements and radio, all of which are designed to further develop and reinforce the Famous Footwear concept and strengthen our connection with consumers. We believe the success of our campaigns is attributable to highlighting key categories and tailoring the timing of such messaging to adapt to seasonal shopping patterns. In 201 2 , we spent approximately $ 55.9 million to advertise and market Famous Footwear to our target consumer, a portion of which was recovered from suppliers. Famous Footwear has a robust loyalty program (“Rewards”), which informs and rewards frequent consumers with product previews, earned incentives based upon purchase continuity and other periodic promotional offers. In 201 2 ,   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, w e will continue to seek new and expand existing channels for consumers to connect with Famous Footwear (beyond email, Facebook, Twitter, YouTube and proprietary mobile applications) to drive our fans from the digital world into profitable and loyal consumers in our omni -channel selling environments.

Specialty Retail

Our Specialty Retail segment, composed of 222 stores as of February 2, 2013 , includes the following retail concepts , Shoes.com and our other e-commerce businesses, with the exception of Famous.com , which is included in the Famous Footwear segment.

Naturalizer

Naturalizer retail stores are a showcase for our Naturalizer brand of women’s shoes. These stores are designed and merchandised to appeal to the Naturalizer consumer, who is style and comfort conscious and   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 , primarily under the Naturalizer brand. Retail price points typically range from $ 69 for shoes to $ 199 for boots. The majority of products sold in our retail stores are purchased from our Wholesale Operations segment at a customary gross profit rate .

At the end of 201 2 , we operated 100 Naturalizer stores in the United States (including a store in Guam) and 90 Naturalizer stores in Canada. Of the total 190 stores, approximately 55 % are located in regional malls, with a few stores having street locations, and average approximately 1,200 square feet in size. The other 45 % of stores are located in outlet malls and average approximately 2,400 square feet in size. Total square footage at the end of 201 2 was 332,000 compared to 3 35 ,000 in 201 1 . In 201 2 , we closed 20 stores in the United

States and Canada, primarily in regional malls and we opened 13 stores, primarily in outlet malls . We expect to open 10 stores and close 25 stores in 201 3 .

At the end of 201 2 , through our majority-owned subsidiary, B&H Footwear Company Limited (“B&H Footwear”), we also operated 26 stores in several of China’s largest cities. We expect to open five stores in China in 201 3 . In addition, our joint venture partner, Hongguo International Holdings Limited (“Hongguo”), operated 79 stores at the end of 201 2 and expects to add approximately 22 stores in 201 3 . Naturalizer footwear is distributed through these stores operated by B&H Footwear and Hongguo. See Note 1 6 to the consolidated financial statements for additional information about B&H Footwear.

Marketing programs for our Naturalizer stores have complemented our Naturalizer brand advertising by building on the brand’s consumer recognition and value proposition, and reinforcing the brand’s focus on effortless style, comfort and quality. Naturalizer utilizes a database-marketing program, which targets frequent consumers through catalogs and other mailings that display the brand’s product offerings. Consumers can purchase the products in these catalogs from our stores, online at Naturalizer.com and Naturalizer.ca or by phone.

E-Commerce/Direct-To-Consumer

We own and operate Shoes.com, Inc., a pure-play internet retailing company. Shoes.com offers a diverse selection of footwear and accessories for women, men and children, including footwear purchased from third-party suppliers and Brown Shoe Company.

In connection with our omni -channel approach to reach consumers, we also operate Famous.com (included in our Famous Footwear segment), Naturalizer.com, Naturalizer.ca and DrSchollsShoes.com, which offer substantially the same product selection to consumers as sold in their respective retail stores, except Famous.com which offers an expanded assortment as a result of the vendor drop ship program. Additional websites such as ViaSpiga.com , LifeStride.com and Ryka .com function as retail outlets for the online consumer and serve as additional brand-building vehicles for us.

References to our website addresses do not constitute incorporation by reference of the information contained on the websites and the information contained on the websites is not part of this report.

Other Store Concepts

At the end of 201 2 , our Specialty Retail segment also included a total of six retail stores operated under the Dr. Scholl’s Shoes and Sam Edelman names . During 201 3 , we plan on opening one Sam Edelman store.

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 developed pursuant to licensing agreements . We also receive royalty revenues for licensing owned brands to third-parties . Our footwear is distributed to over 3,000 retailers, including national chains, department stores, independent retailers, mass merchandisers, online retailers and   catalogs throughout the United States and Canada as well as approximately 60 other countries (including sales to our retail segments ). The most significant wholesale customers include many of the nation’s largest retailers : national chains such as DSW, TJX Corporation (including TJ Ma xx and Marshalls), Kohl’s and Ross Stores; department stores such as Macy’s, Nordstrom, Bon-Ton, Belk and Dillard’s; and mass merchandisers such as Wal-Mart and Target; and online retailers, such as Zappos.com, Amazon.com, Piperlime.com and Famous.com . We also sell product to a variety of international retail customers and distributors. The loss of any one or more of our significant customers could have a material negative impact on our Wholesale Operations and the Company.

The vast majority of our wholesale customers also sell shoes purchased from competing footwear suppliers. Those competing footwear suppliers own and license brands, many of which are well-known and marketed aggressively. Many retailers, who are our wholesale customers, are increasing the amount of private brand-name footwear that they source directly from factories or through agents. The wholesale footwear business has low barriers to entry , which further intensifies competition. In addition, some competitors have successfully branded their trademarks as lifestyle brands, resulting in a greater competitive advantage to those companies.

In 201 2 , our Wholesale Operations segment sold approximately 56 million pairs of shoes. We sell footwear to wholesale customers on both a landed and first-cost basis. Landed sales are those in which we obtain title to the footwear from our overseas suppliers and maintain title until the footwear clears United States customs and is shipped to our wholesale customers. Landed sales generally carry a higher profit rate than first-cost sales as a result of the brand equity associated with the product along with the additional customs, warehousing and logistics services provided to customers and the risks associated with inventory ownership. First-cost sales are those in which we obtain title to footwear from our overseas suppliers and typically relinquish title to customers at a designated overseas port. Many of these customers then import this product into the United States. To allow for the prompt shipment on reorders, w e carry inventories of certain high-volume styles .

Marketing

We continue to build on the recognition of our wholesale brands to create differentiation and consumer loyalty. Marketing teams are responsible for the development and implementation of marketing programs for each brand, both for us and for our retail partners. In 2012, we spent approximately $21.5 million in advertising and marketing support, including public relations, tradeshows, consumer media advertising, production, cooperative advertising, advertising agencies and digital advertising with our wholesale customers. The marketing teams are also responsible for driving the development of branding and content for our brand websites. We continually focus on enhancing the effectiveness of these marketing efforts through market research, product development and marketing communications that collectively address the ever-changing lives and needs of our consumers. In 201 2 , the marketing teams were instrumental in the development and execution of new product launches, including target consumer identification, branding, positioning and marketing to both the consumer and trade audiences. W e intend to continue the growth of our social media presence as we believe increasing our focus on social media will help drive us into the next generation of marketing, allowing us to connect even more intimately with consumers.

Portfolio of Brands

Wholesale Operations offers retailers a portfolio of leading brands from our healthy living and c ontemporary fashion platforms . The following is a listing of our principal brands and licensed products:

Healthy Living

Naturalizer:   Introduced in 1927, Naturalizer has become a global family of comfort lifestyle footwear brands meeting the needs of women across the marketplace with uncompromising comfort, fit and style. Our flagship Naturalizer brand is sold primarily at Naturalizer retail stores, national chains , department stores,   online retailers ,   catalog retailers and independent retailers. The brand is distributed in 60 countries around the world. Suggested retail price points range from $ 69 for shoes to $ 199 for boots. Naturalizer held the No. 2 market share position in the mode r ate zone within the women’s fashion footwear category across NPD tracked point-of-sale channels at the end of 201 2 , according to The NPD Group /Retail Tracking Service .   Natural Soul by Naturalizer provides women with uncompromising value and is sold primarily in national chains, our Naturalizer outlet stores and Famous Footwear retail stores. The brand held the No. 6 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 201 2 , according to The NPD Group /Retail Tracking Service .   Suggested retail price points range from $ 69 for shoes to $ 109 for boots.

Dr. Scholl’s Shoes:   Dr. Scholl’s Shoes is an authentic brand of innovative footwear designed with uncomplicated, playful style for a healthier life. Dr. Scholl’s Shoes delivers proprietary comfort technology across all distribution tiers. Dr. Scholl’s Shoes crafts unique styles that offer men and women the freedom to live active lives of discovery and play with ease; inspires them with designs that express their youthful spirit; and champions an optimistic lifestyle of relaxed confidence and spontaneity. This footwear reaches consumers at a wide range of distribution channels:  mass merchandisers, national chains, on-line and catalogs , specialty and independent retailers and department stores and our Famous Footwear retail stores. Suggested price points range from $25 to $150. Dr. Scholl’s Shoes held the No. 8 market share position in the comfort zone within the women’s fashion footwear category across NPD tracked point-of-sale channels (defined as department stores, national chains, athletic specialty/sporting goods and shoe chains) at the end of 2012, according to The NPD Group/Retail Tracking Service. We have a long-term license agreement with MSD Consumer Care, Inc. (formerly Schering-Plough Healthcare Products, Inc.) to sell Dr. Scholl’s Shoes, which is renewable through 2026 for the United States and Canada and 2014 for Latin America.

LifeStride:   For more than 70 years, LifeStride has created quality footwear for women who value style and comfort. Offering work-to-weekend styles, LifeStride is both versatile and comfortable for all-day wear. LifeStride’s rich history and attention to comfort create delight at first sight with trend-right styling, feminine, details and great value. With the introduction of SoftSystem® comfort technology, LifeStride offers comfortable, work-to-weekend footwear that dresses up or down at the right value.  The brand is sold in department stores, national chains, on-line and our Famous Footwear retail stores. Suggested retail price points range from $50 to $100. LifeStride ranked No. 3 in 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.

Avia:  Avia is a sports enthusiast and fitness brand offering shoes for serious and recreational athletes. The brand is primarily distributed through national chains, mass merchandisers and our Famous Footwear retail stores at retail price points from $ 50 to $ 110 .   The brand held the No. 15 market share position in the athletic zone within the women’s footwear category across NPD tracked point-of-sale channels at the end of 201 2 , according to The NPD Group /Retail Tracking Service .

R yka:  R yka is a women’s performance lifestyle brand focused on fitness. R yka is managed, designed and solely dedicated to creating women’s performance footwear. The brand is distributed through department stores, specialty retailers and our Famous Footwear retail stores at retail price points from $ 45 to $ 85 .

Nevados:  Nevados is focused on satisfying the needs of men and women outdoor enthusiasts. The brand is primarily distributed through national chains and mass merchandisers at retail price points from $35 to $90.

Contemporary Fashion

Sam Edelman:     Sam captures the imagination of women with on trend styling and unique materials. In 2012, the brand opened its flagship store in New York City. The brand is sold primarily through department stores and independent retailers at suggested retail price points starting at $65 for sandals, $90 for flats, $100 for heels and $200 for boots. Sam Edelman held the No. 6 market share position in the bridge/designer 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. Sam Edelman was named brand of the year by Footwear News.

Franco Sarto :  The Franco Sarto brand has a loyal, career-focused consumer who is passionate about the brand’s modern Italian-inspired style, fit and quality. The brand is sold in major national chains, department stores and independent retailers at suggested retail price points from $ 79 for shoes to $ 225 for boots. Franco Sarto ranked No. 5 in market share position in the better zone within the women’s fashion footwear category across NPD tracked point-of-sale channels at the end of 201 2 , according to The NPD Group /Retail Tracking Service .   We have a license agreement with Fashion Shoe Licensing LLC to sell Franco Sarto footwear that expires in 2019. 

Via Spiga:   Via Spiga provides chic, sophisticated footwear for the cosmopolitan woman who wants to make a fashion statement every day. The brand is primarily sold in the bridge/designer zone in premier department stores and upscale boutiques. This brand sells at suggested retail price points from $ 50 for shoes to $ 398 for boots. The brand held the No. 7 market share position in the bridge/designer zone within the women’s fashion footwear category across NPD tracked point-of-sale channels at the end of 201 2 , according to The NPD Group /Retail Tracking Service .

Fergie and Fergalicious by Fergie:  We have created two namesake footwear lines in collaboration with entertainment superstar Fergie (Stacy Ferguson) to fully capture the multifaceted aspects of Fergie’s life as an award-winning singer, songwriter and actress. Fergie footwear portrays the artist’s confident, individual style in a line of sophisticated, sexy footwear with a glam rock influence. The brand launched in spring of 2009 and is currently being sold at better department stores, boutiques, independent retailers and online at retail price points of $60 for shoes to $200 for boots. Fergalicious by Fergie shoes have a fun, funky attitude inspired by her pop rock persona. Fergalicious by Fergie also launched in spring 2009 and is available at Famous Footwear, Famous.com and other national chains at retail price points of $40 for shoes to $100 for boots. Fergalicious held the No. 9 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 201 2 , 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 Carlos by Carlos Santana collection of women’s footwear is sold at major department stores, national chains and our Famous Footwear stores. Marketed under a license agreement with legendary musician Carlos Santana, this brand targets trend-conscious consumers with hot, fashionable shoes inspired by the passion and energy of Santana’s music. Suggested retail price points range from $89 for shoes to $225 for boots. Carlos by Carlos Santana holds the No. 16 market share position in the better   zone within the women’s fashion footwear category across NPD tracked point-of-sale channels at the end of 2012, according to NPD Group. We have a license from Santana Tesoro, LLC to sell Carlos by Carlos Santana footwear that expires in 2014 with extension options through 2020.

Vera Wang:  The Vera Wang shoe collection interprets Vera’s strong ,   edgy attitude and offers the consumer unique product for her contemporary, fashion-savvy lifestyle. The brand is sold in the designer section in premier department stores at retail prices ranging from $ 150 for shoes to $ 550 for boots. We have a license agreement with Vera Wang Licensing LLC to sell Vera Wang footwear tha t expires in 2013, with an extension option through 2016.

Vince:  The Vince shoe collection launched in the fall of 2012 at premier department stores and upscale boutiques. Vince delivers contemporary casual footwear that a sophisticated, modern woman wears effortlessly, serving as a functional luxury basic for all her lifestyle needs. Suggested price points range from $150 for shoes and $595 for boots. We have a license agreement with Kellwood Company to sell Vince footwear that expires in 2015, with an extension option through 2020.

Products sold under license agreements accounted for Wholesale Operations’ net sales of approximately 47 % in 201 2 ,   37% in 2011 and 4 4 % in 20 1 0.   Brown Shoe Company also receives royalty revenues for licensing owned brands, including brands listed above, to third-parties.

Portfolio Realignment

During 2012, we substantially completed o ur portfolio realignment initiative s that began in 2011. These portfolio realignment initiatives include d selling The Basketball Marketing Company, Inc. (“TBMC”) (markets and sells footwear bearing the AND 1 brand name, which was acquired with American Sporting Goods Corporation (“ASG”)); exiting certain women’s specialty and private label brands;

exiting the children’s wholesale business; closing two U.S. distribution centers; closing or relocating numerous underperforming or poorly aligned retail stores; closing facilities in China; and other infrastructure changes.

During 2012, we terminated our Etienne Aigner license agreement (“former license agreement”), due to a dispute with the licensor. In conjunction with the termination, the Company recognized an impairment charge of $5.8 million to reduce the remaining unamortized value of the licensed trademark intangible asset to zero.  The termination of the Etienne Aigner license agreement is also considered part of our portfolio realignment initiatives.

Brown Shoe Company Sourcing and Product Development Operations

Brown Shoe Company sourcing and product development operations source and develop footwear for our Wholesale Operations and Specialty Retail segments and also a portion of the footwear sold by our Famous Footwear segment. We have sourcing and product development offices in China, Hong Kong, Italy, Macau, St. Louis, Los Angeles and New York.

Sourcing Operations

In 201 2 , the sourcing operations sourced approximately 52 million pairs of shoes through a global network of third-party independent footwear manufacturers. Of the approximate 52 million pairs sourced in 2012, our owned and operated factories in central China produced approximately six million pairs for our Avia ,   R yka, Dr. Scholl’s Shoes and Naturalizer brands. This structure enables us to source footwear at various price levels from key shoe manufacturing regions of the world. The majority of our footwear sourced is provided by approximately 55 manufacturers operating approximately 80 manufacturing facilities.

In certain countries, we utilize agents to facilitate and manage the development, production and shipment of product. We attribute our ability to achieve consistent quality, competitive prices and on-time delivery to the breadth of these established relationships. While we do not have any significant contractual commitments with our suppliers, we do enter into sourcing agreements with certain independent sourcing agents.

Prior to production, we monitor the quality of all of our footwear components and also inspect the prototypes of each footwear style. We have leading lab testing facilities in our Dongguan, Putian and JiangXi, China offices, which provide high quality footwear for our customers. We also perform random in-line quality control checks during production and before any footwear leaves the manufacturing facility.

In 201 2 , approximately 97 % of the footwear we sourced was from manufacturing facilities in China. The following table provides an overview of our foreign sourcing in 201 2 :

Product Development Operations

In our Dongguan, Putian and JiangXi, China offices, we operate a total of four sample-making facilities with unique and diverse capabilities. By operating these facilities, we have greater control over our product development, in terms of accuracy, 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. Our designers monitor trends in apparel and footwear fashion and work closely with retailers to identify consumer footwear preferences. Our design teams create collections of footwear and work closely with our product development and sourcing offices to convert our designs into new footwear styles.

Our long range plans include expanding into 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 February 2, 2013 , our Wholesale Operations segment had a backlog of unfilled orders of approximately $ 302.0 million compared to $ 296.8 million on January 2 8 , 201 2 . Most orders are for delivery within the next 90 to 120 days, and although orders are subject to cancellation, we have not experienced significant cancellations in the past. The backlog at any particular time is affected by a number of factors, including seasonality, the continuing trend among customers to reduce the lead time on their orders and capacity shifts in China.

Accordingly, a comparison of backlog from period to period is not necessarily meaningful and may not be indicative of eventual actual shipments or the growth rate of sales from one period to the next.

Our internet address is www.brownshoe.com. Our internet address is included in this annual report on Form 10-K as an inactive textual reference only. The information contained on our website is not incorporated by reference into this annual report on Form 10-K and should not be considered part of this report. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). We make available free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished, as required by Section 13(a) or 15(d) of the Securities Exchange Act of 1934, through our internet website as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC. You may access these SEC filings via the hyperlink to a third-party SEC filings website that we provide on our website.

The following is a list of the names and ages of the executive officers of the Company and of the offices held by each person. There is no family relationship between any of the named persons. The terms of the following executive officers will expire in May 201 3 or upon their respective successors being chosen and qualified.

The period of service of each officer in the positions listed and other business experience are set forth below.

Diane M. Sullivan, President and Chief Executive Officer since May 2011. President and Chief Operating Officer from March 2006 to May 2011. President from January 2004 to March 2006.

Richard M. Ausick , Division President – Retail since January 2011. Division President – Famous Footwear from January 2010 to January 2011. Division President, Brown Shoe Wholesale from July 2006 to January 2010. Senior Vice President 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 2002 to July 2006.

Russell C. Hammer, Senior Vice President and Chief Financial Officer since June 2012. Chief Financial Officer of Orbitz from January 2011 to June 2012. Chief Financial Officer of Crocs from January 2008 to December 2010.

Douglas W. Koch, Senior Vice President and Chief Talent and Strategy Officer since January 2011. Senior Vice President and Chief Talent Officer from May 2005 to January 2011. Senior Vice President, Human Resources from March 2002 to May 2005.

John R. Mazurk, Division President – Healthy Living Brands since May 2012. Senior Vice President, Consumer and Retail Business Development from January 2010 to May 2012. Senior Vice President and General Manager, Naturalizer from 2008 to 2010. Senior Vice President Specialty Retail from 2004 to 2008, and Senior Vice President, Stores for Famous Footwear from 2002 to 2004.

Michael I. Oberlander, Senior Vice President, General Counsel and Corporate Secretary since March 2006. Vice President, General Counsel and Corporate Secretary from July 2001 to March 2006. Vice President and General Counsel from September 2000 to July 2001.

John W. Schmidt , Division President – Contemporary Fashion Brands since January 2011. Senior Vice President, Better and Image Brands from January 2010 to January 2011. Senior Vice President and General Manager, Better and Image Brands from March 2008

until January 2010. Various positions, including Vice President, President, Group President of Wholesale Footwear for Nine West Group from September 1998 to February 2008.

Mark A. Schmitt, Senior Vice President and Chief Information Officer since January 2012. Senior Director of Management Information Systems for Express Scripts from 2010 through 2011. Various management information systems positions including Group Director with Anheuser-Busch InBev from 1996 to 2009.