|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended January 30, 2016
|
|
OR
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ____________ to ______________
|
|
|
New York
|
43-0197190
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification Number)
|
8300 Maryland Avenue
|
63105
|
St. Louis, Missouri
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock — par value $0.01 per share
|
New York Stock Exchange
|
|
|
|
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
INDEX
|
|
|
|
|
PART I
|
|
Page
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
|
|
|
PART II
|
|
|
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 9
|
||
Item 9A
|
||
|
Evaluation of Disclosure Controls and Procedures
|
|
|
||
Item 9B
|
||
|
|
|
PART III
|
|
|
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
|
|
|
PART IV
|
|
|
Item 15
|
||
|
|
|
|
PART I
|
|
|
ITEM 1
|
BUSINESS
|
|
FAMOUS FOOTWEAR
|
|
|
2015
|
|
2014
|
|
2013
|
|
Strip centers
|
|
697
|
|
696
|
|
711
|
|
Outlet malls
|
|
189
|
|
183
|
|
172
|
|
Regional malls
|
|
160
|
|
159
|
|
161
|
|
Total
|
|
1,046
|
|
1,038
|
|
1,044
|
|
BRAND PORTFOLIO
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Naturalizer
|
|
159
|
|
|
169
|
|
|
174
|
|
Sam Edelman
|
|
6
|
|
|
2
|
|
|
1
|
|
Dr. Scholl’s
|
|
—
|
|
|
—
|
|
|
4
|
|
Total
|
|
165
|
|
|
171
|
|
|
179
|
|
Country
|
Millions of Pairs
|
|
China
|
35.8
|
|
Vietnam
|
9.1
|
|
Ethiopia
|
0.8
|
|
Other
|
1.6
|
|
Total
|
47.3
|
|
|
AVAILABLE INFORMATION
|
|
EXECUTIVE OFFICERS OF THE REGISTRANT
|
|
|
|
|
|
|
Name
|
Age
|
Current Position
|
Diane M. Sullivan
|
60
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Richard M. Ausick
|
62
|
Division President – Famous Footwear
|
Daniel R. Friedman
|
55
|
Division President – Global Supply Chain
|
Kenneth H. Hannah
|
47
|
Senior Vice President and Chief Financial Officer
|
Douglas W. Koch
|
64
|
Senior Vice President and Chief Human Resources Officer
|
John W. Schmidt
|
55
|
Division President – Brand Portfolio
|
Mark A. Schmitt
|
52
|
Senior Vice President, Chief Information Officer, Logistics and Customer Care
|
|
|
ITEM 1A
|
RISK FACTORS
|
•
|
Manufacturing capacity may shift from footwear to other industries with manufacturing margins that are perceived to be higher.
|
•
|
Some footwear manufacturers may face labor shortages as workers seek better wages and working conditions in other industries and locations.
|
•
|
Our wholesale customers may seek more favorable terms for their purchases of our products, which could limit our ability to raise prices, recoup cost increases or achieve our profit goals.
|
•
|
The number of stores that carry our products could decline, thereby exposing us to a greater concentration of accounts receivable risk and negatively impacting our brand visibility.
|
•
|
Our customers could develop in-house brands or use a higher mix of private-label footwear products, which would negatively impact our sales.
|
•
|
As we sell our products to customers and extend credit based on an evaluation of each customer’s financial condition, the financial difficulties of a customer could cause us to stop doing business with that customer, reduce our business with that customer or be unable to collect from that customer.
|
•
|
Since we transact primarily in United States dollars, our international customers could purchase from competitors who will transact business in their local currency.
|
•
|
If any of our major wholesale customers experiences a significant downturn in its business or fails to remain committed to our products or brands, then these customers may reduce or discontinue purchases from us.
|
•
|
Retailers are directly sourcing more of their products directly from foreign manufacturers and reducing their reliance on wholesalers, which could have a material adverse effect on our business and results of operations.
|
•
|
Our Famous Footwear retail business is seasonally weighted to the back-to-school season, which falls in our third fiscal quarter. As a result, the success of our back-to-school offering, which is affected by our ability to anticipate consumer demand and fashion trends, could have a disproportionate impact on our full year results.
|
•
|
In our wholesale business, sales of footwear are dependent on orders from our major customers, and they may change delivery schedules, change the mix of products they order or 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 and revise as necessary each quarter.
|
•
|
Our earnings are also sensitive to a number of factors that are beyond our control, including manufacturing and transportation costs, changes in product sales mix, geographic sales trends, weather conditions, consumer sentiment and currency exchange rate fluctuations.
|
|
|
ITEM 1B
|
UNRESOLVED STAFF COMMENTS
|
|
|
ITEM 2
|
PROPERTIES
|
Location
|
|
Owned/Leased
|
|
Segment
|
|
Use
|
|
|
|
|
|
|
|
Clayton, Missouri
|
|
Owned
|
|
Famous Footwear, Brand Portfolio and
Other |
|
Principal executive, sales and administrative offices
|
United States, Canada and Guam
|
|
Leased
|
|
Famous Footwear and Brand Portfolio
|
|
Retail operations
|
Lebanon, Tennessee
(1)
|
|
Leased
|
|
Famous Footwear
|
|
Distribution center
|
Bakersfield, California
(2)
|
|
Leased
|
|
Famous Footwear
|
|
Distribution center
|
New York, New York
|
|
Leased
|
|
Brand Portfolio
|
|
Office space and showrooms
|
Bentonville, Arkansas
|
|
Leased
|
|
Brand Portfolio
|
|
Showrooms
|
Dallas, Texas
|
|
Leased
|
|
Brand Portfolio
|
|
Showrooms
|
Perth, Ontario
|
|
Owned
|
|
Brand Portfolio
|
|
Primary Canadian operations
|
Laval, Quebec
|
|
Leased
|
|
Brand Portfolio
|
|
Office space
|
China, Hong Kong, Vietnam, Ethiopia and Italy
|
|
Leased
|
|
Brand Portfolio
|
|
Office space
|
Dongguan, China
|
|
Leased
|
|
Brand Portfolio
|
|
Sample-making facility
|
(1)
|
This distribution center is approximately 540,000 square feet, up 210,000 square feet from 2014 due to the expansion and modernization of our distribution center.
|
(2)
|
This distribution center is approximately 350,000 square feet.
|
|
|
ITEM 3
|
LEGAL PROCEEDINGS
|
|
|
ITEM 4
|
MINE SAFETY DISCLOSURES
|
|
PART II
|
|
|
ITEM 5
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
|
|
|
Dividend
|
|
|
|
|
|
|
Dividend
|
|
||||||||||
|
Low
|
|
|
High
|
|
|
Paid
|
|
|
Low
|
|
|
High
|
|
|
Paid
|
|
||||||
1st Quarter
|
$
|
27.22
|
|
|
$
|
33.33
|
|
|
$
|
0.07
|
|
|
$
|
22.30
|
|
|
$
|
28.73
|
|
|
$
|
0.07
|
|
2nd Quarter
|
28.91
|
|
|
33.83
|
|
|
0.07
|
|
|
23.14
|
|
|
29.65
|
|
|
0.07
|
|
||||||
3rd Quarter
|
27.90
|
|
|
33.73
|
|
|
0.07
|
|
|
25.30
|
|
|
32.31
|
|
|
0.07
|
|
||||||
4th Quarter
|
23.22
|
|
|
31.75
|
|
|
0.07
|
|
|
26.39
|
|
|
33.67
|
|
|
0.07
|
|
|
|
|
|
|
Total Number of
|
|
|
Maximum Number
|
|
|||
|
Total Number
|
|
|
|
|
Shares Purchased
|
|
|
of Shares that May
|
|
||
|
of Shares
|
|
|
Average Price
|
|
|
as Part of Publicly
|
|
|
Yet Be Purchased
|
|
|
Fiscal Period
|
Purchased
|
|
|
Paid per Share
|
|
|
Announced Program
|
|
|
Under the Program
(1)
|
|
|
November 1, 2015 - November 28, 2015
|
823
|
|
(2)
|
$
|
30.50
|
|
|
—
|
|
|
2,348,500
|
|
November 29, 2015 - January 2, 2016
|
25,985
|
|
(2)
|
$
|
27.44
|
|
|
—
|
|
|
2,348,500
|
|
January 3, 2016 - January 30, 2016
|
6,557
|
|
(2)
|
$
|
26.43
|
|
|
—
|
|
|
2,348,500
|
|
Total
|
33,365
|
|
(2)
|
$
|
27.32
|
|
|
—
|
|
|
2,348,500
|
|
(1)
|
On August 25, 2011, the Board of Directors approved a stock repurchase program authorizing the repurchase of up to 2.5 million shares of our outstanding common stock. We can use the repurchase program to repurchase shares on the open market or in private transactions from time to time, depending on market conditions. The repurchase program does not have an expiration date. Under this plan, 151,500 shares were repurchased during the first quarter of
2015
. Therefore, there were 2.3 million shares authorized to be repurchased under the program as of
January 30, 2016
. Repurchases of common stock are limited under our debt agreements, as further discussed in Note 10 to the consolidated financial statements.
|
(2)
|
Reflects shares that were tendered by employees related to certain share-based awards. These shares were tendered in satisfaction of the exercise price of stock options and/or to satisfy minimum tax withholding amounts for non-qualified stock options, restricted stock and stock performance awards. Accordingly, these share purchases are not considered a part of our publicly announced stock repurchase program.
|
|
1/29/2011
|
|
|
1/28/2012
|
|
|
2/2/2013
|
|
|
2/1/2014
|
|
|
1/31/2015
|
|
|
1/30/2016
|
|
||||||
Caleres, Inc.
|
$
|
100.00
|
|
|
$
|
78.63
|
|
|
$
|
142.15
|
|
|
$
|
198.75
|
|
|
$
|
240.64
|
|
|
$
|
229.92
|
|
Peer Group
|
100.00
|
|
|
132.67
|
|
|
162.79
|
|
|
193.35
|
|
|
219.86
|
|
|
202.01
|
|
||||||
S&P
©
SmallCap 600 Stock Index
|
100.00
|
|
|
108.87
|
|
|
126.32
|
|
|
160.47
|
|
|
170.34
|
|
|
162.36
|
|
|
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
($ thousands, except per share amounts)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(53 Weeks)
|
|
(52 Weeks)
|
||||||||||
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,577,430
|
|
|
$
|
2,571,709
|
|
|
$
|
2,513,113
|
|
|
$
|
2,477,796
|
|
|
$
|
2,434,766
|
|
Cost of goods sold
|
|
1,529,627
|
|
|
1,531,609
|
|
|
1,498,825
|
|
|
1,489,221
|
|
|
1,470,270
|
|
|||||
Gross profit
|
|
1,047,803
|
|
|
1,040,100
|
|
|
1,014,288
|
|
|
988,575
|
|
|
964,496
|
|
|||||
Selling and administrative expenses
|
|
912,696
|
|
|
910,682
|
|
|
909,749
|
|
|
891,666
|
|
|
910,293
|
|
|||||
Restructuring and other special charges, net
|
|
—
|
|
|
3,484
|
|
|
1,262
|
|
|
22,431
|
|
|
23,671
|
|
|||||
Impairment of assets held for sale
|
|
—
|
|
|
—
|
|
|
4,660
|
|
|
—
|
|
|
—
|
|
|||||
Operating earnings
|
|
135,107
|
|
|
125,934
|
|
|
98,617
|
|
|
74,478
|
|
|
30,532
|
|
|||||
Interest expense
|
|
(16,589
|
)
|
|
(20,445
|
)
|
|
(21,254
|
)
|
|
(22,973
|
)
|
|
(25,428
|
)
|
|||||
Loss on early extinguishment of debt
|
|
(10,651
|
)
|
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
(1,003
|
)
|
|||||
Interest income
|
|
899
|
|
|
379
|
|
|
377
|
|
|
322
|
|
|
569
|
|
|||||
Gain on sale of subsidiary
|
|
—
|
|
|
4,679
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Earnings before income taxes from continuing operations
|
|
108,766
|
|
|
110,127
|
|
|
77,740
|
|
|
51,827
|
|
|
4,670
|
|
|||||
Income tax (provision) benefit
|
|
(26,942
|
)
|
|
(27,184
|
)
|
|
(23,758
|
)
|
|
(16,656
|
)
|
|
1,421
|
|
|||||
Net earnings from continuing operations
|
|
81,824
|
|
|
82,943
|
|
|
53,982
|
|
|
35,171
|
|
|
6,091
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(4,574
|
)
|
|
(4,437
|
)
|
|
4,334
|
|
|||||
Disposition/impairment of discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(11,512
|
)
|
|
(3,530
|
)
|
|
13,965
|
|
|||||
Net (loss) earnings from discontinued operations
|
|
—
|
|
|
—
|
|
|
(16,086
|
)
|
|
(7,967
|
)
|
|
18,299
|
|
|||||
Net earnings
|
|
81,824
|
|
|
82,943
|
|
|
37,896
|
|
|
27,204
|
|
|
24,390
|
|
|||||
Net earnings (loss) attributable to noncontrolling interests
|
|
345
|
|
|
93
|
|
|
(177
|
)
|
|
(287
|
)
|
|
(199
|
)
|
|||||
Net earnings attributable to Caleres, Inc.
|
|
$
|
81,479
|
|
|
$
|
82,850
|
|
|
$
|
38,073
|
|
|
$
|
27,491
|
|
|
$
|
24,589
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on net sales
|
|
3.2
|
%
|
|
3.2
|
%
|
|
1.5
|
%
|
|
1.1
|
%
|
|
1.0
|
%
|
|||||
Return on beginning Caleres, Inc. shareholders' equity
|
|
15.1
|
%
|
|
17.4
|
%
|
|
9.0
|
%
|
|
6.7
|
%
|
|
5.9
|
%
|
|||||
Return on average invested capital
(1)
|
|
12.6
|
%
|
|
11.6
|
%
|
|
9.1
|
%
|
|
6.5
|
%
|
|
2.6
|
%
|
|||||
Dividends paid
|
|
$
|
12,253
|
|
|
$
|
12,237
|
|
|
$
|
12,105
|
|
|
$
|
12,011
|
|
|
$
|
12,076
|
|
Purchases of property and equipment
|
|
$
|
73,479
|
|
|
$
|
44,952
|
|
|
$
|
43,968
|
|
|
$
|
55,801
|
|
|
$
|
27,857
|
|
Capitalized software
|
|
$
|
7,735
|
|
|
$
|
5,086
|
|
|
$
|
5,235
|
|
|
$
|
7,928
|
|
|
$
|
10,707
|
|
Depreciation and amortization
(2)
|
|
$
|
52,606
|
|
|
$
|
54,015
|
|
|
$
|
57,842
|
|
|
$
|
57,344
|
|
|
$
|
61,449
|
|
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
1.86
|
|
|
$
|
1.90
|
|
|
$
|
1.25
|
|
|
$
|
0.83
|
|
|
$
|
0.15
|
|
From discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|
(0.19
|
)
|
|
0.42
|
|
|||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
|
1.86
|
|
|
1.90
|
|
|
0.88
|
|
|
0.64
|
|
|
0.57
|
|
|||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
1.85
|
|
|
1.89
|
|
|
1.25
|
|
|
0.83
|
|
|
0.14
|
|
|||||
From discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|
(0.19
|
)
|
|
0.42
|
|
|||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
|
1.85
|
|
|
1.89
|
|
|
0.88
|
|
|
0.64
|
|
|
0.56
|
|
|||||
Dividends paid
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|||||
Ending Caleres, Inc. shareholders’ equity
|
|
13.78
|
|
|
12.36
|
|
|
10.99
|
|
|
9.91
|
|
|
9.83
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
($ thousands, except per share amounts)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(53 Weeks)
|
|
(52 Weeks)
|
||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables, net
|
|
$
|
153,664
|
|
|
$
|
136,646
|
|
|
$
|
129,217
|
|
|
$
|
111,392
|
|
|
$
|
130,485
|
|
Inventories, net
|
|
546,745
|
|
|
543,103
|
|
|
547,531
|
|
|
503,688
|
|
|
518,893
|
|
|||||
Working capital
|
|
484,766
|
|
|
420,609
|
|
|
420,735
|
|
|
306,781
|
|
|
231,514
|
|
|||||
Property and equipment, net
|
|
179,010
|
|
|
149,743
|
|
|
143,560
|
|
|
144,856
|
|
|
130,244
|
|
|||||
Total assets
|
|
1,303,323
|
|
|
1,214,327
|
|
|
1,146,340
|
|
|
1,170,332
|
|
|
1,227,476
|
|
|||||
Borrowings under our revolving credit agreement
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|
105,000
|
|
|
201,000
|
|
|||||
Long-term debt
|
|
196,544
|
|
|
196,712
|
|
|
195,947
|
|
|
195,182
|
|
|
198,633
|
|
|||||
Caleres, Inc. shareholders’ equity
|
|
601,484
|
|
|
540,910
|
|
|
476,699
|
|
|
425,129
|
|
|
412,669
|
|
|||||
Average common shares outstanding – basic
|
|
42,455
|
|
|
42,071
|
|
|
41,356
|
|
|
40,659
|
|
|
41,126
|
|
|||||
Average common shares outstanding – diluted
|
|
42,656
|
|
|
42,274
|
|
|
41,653
|
|
|
40,794
|
|
|
41,668
|
|
|
|
(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 Caleres, Inc. shareholders’ equity plus long-term debt and borrowings under the Credit Agreement.
|
(2)
|
Depreciation and amortization includes depreciation of property and equipment and amortization of capitalized software, intangibles and debt issuance costs and debt discount. The amortization of debt issuance costs and debt discount is reflected within interest expense in our consolidated statement of earnings and totaled $1.2 million in 2015, $2.4 million in 2014, $2.5 million in 2013, $2.6 million in 2012 and $2.3 million in 2011.
|
|
|
ITEM 7
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
OVERVIEW
|
•
|
Consolidated net sales increased
$5.7 million
, or
0.2%
, to
$2,577.4 million
in
2015
, compared to
$2,571.7 million
last year. The growth was primarily driven by our Brand Portfolio segment, which reported a net sales increase of
$22.3 million
, partially offset by a decrease in our Famous Footwear segment, driven by the disposition of Shoes.com in 2014. Excluding Shoes.com, which contributed $45.7 million of net sales in 2014, our net sales were $51.4 million, or 2.0% higher than in 2014.
|
•
|
Consolidated operating earnings were
$135.1 million
in
2015
, compared to
$125.9 million
last year.
|
•
|
Consolidated net earnings attributable to Caleres, Inc. were
$81.5 million
, or
$1.85
per diluted share, in
2015
, compared to $82.8 million, or
$1.89
per diluted share, last year.
|
•
|
Loss on early extinguishment of debt – During
2015
, we incurred a loss of
$10.7 million
($6.5 million on an after-tax basis, or $0.15 per diluted share) related to the redemption of our senior notes due in 2019 prior to maturity, as further discussed in Note 10 to the consolidated financial statements. During
2014
, we incurred a loss of
$0.4 million
reflecting the early extinguishment of our revolving credit agreement prior to maturity.
|
•
|
Sale of Shoes.com and related restructuring – During 2014, we sold our e-commerce subsidiary, Shoes.com, for a pre-tax gain of $4.7 million. In addition, we incurred related severance and other restructuring charges of $1.5 million in 2014. We also recognized tax benefits of $6.6 million associated with the disposition of Shoes.com. These tax benefits were driven in part by the utilization of operating and capital loss carryforwards that previously were not anticipated to be utilized, and therefore, fully reserved on our consolidated balance sheets. In total, the disposition of Shoes.com, inclusive of the related severance and other restructuring charges, improved net earnings by $9.8 million (or $0.23 per diluted share) in 2014. Refer to Note 2 to the consolidated financial statements for further discussion.
|
CONSOLIDATED RESULTS
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
2,577.4
|
|
100.0
|
%
|
|
$
|
2,571.7
|
|
100.0
|
%
|
|
$
|
2,513.1
|
|
100.0
|
%
|
Cost of goods sold
|
|
1,529.6
|
|
59.3
|
%
|
|
1,531.6
|
|
59.6
|
%
|
|
1,498.8
|
|
59.6
|
%
|
|||
Gross profit
|
|
1,047.8
|
|
40.7
|
%
|
|
1,040.1
|
|
40.4
|
%
|
|
1,014.3
|
|
40.4
|
%
|
|||
Selling and administrative expenses
|
|
912.7
|
|
35.4
|
%
|
|
910.7
|
|
35.4
|
%
|
|
909.7
|
|
36.2
|
%
|
|||
Restructuring and other special charges, net
|
|
—
|
|
—
|
|
|
3.5
|
|
0.1
|
%
|
|
1.3
|
|
0.1
|
%
|
|||
Impairment of assets held for sale
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
4.7
|
|
0.2
|
%
|
|||
Operating earnings
|
|
135.1
|
|
5.2
|
%
|
|
125.9
|
|
4.9
|
%
|
|
98.6
|
|
3.9
|
%
|
|||
Interest expense
|
|
(16.5
|
)
|
(0.6
|
)%
|
|
(20.5
|
)
|
(0.8)
|
%
|
|
(21.3
|
)
|
(0.8)
|
%
|
|||
Loss on early extinguishment of debt
|
|
(10.7
|
)
|
(0.4
|
)%
|
|
(0.4
|
)
|
(0.0
|
)%
|
|
—
|
|
—
|
|
|||
Interest income
|
|
0.9
|
|
0.0
|
%
|
|
0.4
|
|
0.0
|
%
|
|
0.4
|
|
0.0
|
%
|
|||
Gain on sale of subsidiary
|
|
—
|
|
—
|
|
|
4.7
|
|
0.2
|
%
|
|
—
|
|
—
|
|
|||
Earnings before income taxes from continuing operations
|
|
108.8
|
|
4.2
|
%
|
|
110.1
|
|
4.3
|
%
|
|
77.7
|
|
3.1
|
%
|
|||
Income tax provision
|
|
(27.0
|
)
|
(1.0
|
)%
|
|
(27.2
|
)
|
(1.1)
|
%
|
|
(23.7
|
)
|
(0.9)
|
%
|
|||
Net earnings from continuing operations
|
|
81.8
|
|
3.2
|
%
|
|
82.9
|
|
3.2
|
%
|
|
54.0
|
|
2.2
|
%
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|||||||||
Loss from discontinued operations, net of tax
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(4.6
|
)
|
(0.2)
|
%
|
|||
Disposition/impairment of discontinued operations, net of tax
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(11.5
|
)
|
(0.5)
|
%
|
|||
Net loss from discontinued operations
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(16.1
|
)
|
(0.7)
|
%
|
|||
Net earnings
|
|
81.8
|
|
3.2
|
%
|
|
82.9
|
|
3.2
|
%
|
|
37.9
|
|
1.5
|
%
|
|||
Net earnings (loss) attributable to noncontrolling interests
|
|
0.3
|
|
0.0
|
%
|
|
0.1
|
|
0.0
|
%
|
|
(0.2
|
)
|
(0.0
|
)%
|
|||
Net earnings attributable to Caleres, Inc.
|
|
$
|
81.5
|
|
3.2
|
%
|
|
$
|
82.8
|
|
3.2
|
%
|
|
$
|
38.1
|
|
1.5
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Earnings Before
|
|
|
|
Earnings Before
|
|
|
|
Earnings Before
|
|
||||||||||||
($ millions)
|
Net Sales
|
|
Income Taxes
|
|
|
Net Sales
|
|
Income Taxes
|
|
|
Net Sales
|
|
Income Taxes
|
|
|||||||||
Domestic
|
$
|
2,342.6
|
|
|
$
|
68.2
|
|
|
$
|
2,318.5
|
|
|
$
|
70.8
|
|
|
$
|
2,258.6
|
|
|
$
|
40.9
|
|
Foreign
|
234.8
|
|
|
40.6
|
|
|
253.2
|
|
|
39.3
|
|
|
254.5
|
|
|
36.8
|
|
||||||
|
$
|
2,577.4
|
|
|
$
|
108.8
|
|
|
$
|
2,571.7
|
|
|
$
|
110.1
|
|
|
$
|
2,513.1
|
|
|
$
|
77.7
|
|
FAMOUS FOOTWEAR
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
1,572.7
|
|
100.0
|
%
|
|
$
|
1,589.3
|
|
100.0
|
%
|
|
$
|
1,588.6
|
|
100.0
|
%
|
Cost of goods sold
|
|
866.0
|
|
55.1
|
%
|
|
883.2
|
|
55.6
|
%
|
|
887.4
|
|
55.9
|
%
|
|||
Gross profit
|
|
706.7
|
|
44.9
|
%
|
|
706.1
|
|
44.4
|
%
|
|
701.2
|
|
44.1
|
%
|
|||
Selling and administrative expenses
|
|
597.7
|
|
38.0
|
%
|
|
600.7
|
|
37.7
|
%
|
|
595.8
|
|
37.5
|
%
|
|||
Restructuring and other special charges, net
|
|
—
|
|
—
|
|
|
0.8
|
|
0.1
|
%
|
|
—
|
|
—
|
|
|||
Operating earnings
|
|
$
|
109.0
|
|
6.9
|
%
|
|
$
|
104.6
|
|
6.6
|
%
|
|
$
|
105.4
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|||||||||
Same-store sales % change (on a 52-week basis)
|
|
1.9
|
%
|
|
|
1.5
|
%
|
|
|
2.9
|
%
|
|
||||||
Same-store sales $ change (on a 52-week basis)
|
|
$
|
27.9
|
|
|
|
$
|
22.4
|
|
|
|
$
|
41.1
|
|
|
|||
Sales change from 53rd week
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
(19.1
|
)
|
|
|||
Sales change from new and closed stores, net (on a 52-week basis)
|
|
$
|
2.9
|
|
|
|
$
|
(6.1
|
)
|
|
|
$
|
(9.8
|
)
|
|
|||
Impact of changes in Canadian exchange rate on sales
|
|
$
|
(1.7
|
)
|
|
|
$
|
(0.3
|
)
|
|
|
$
|
—
|
|
|
|||
Sales change of Shoes.com (sold in December 2014)
|
|
$
|
(45.7
|
)
|
|
|
$
|
(15.3
|
)
|
|
|
$
|
(6.8
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales per square foot, excluding e-commerce (on a 52-week basis)
|
|
$
|
217
|
|
|
|
$
|
215
|
|
|
|
$
|
207
|
|
|
|||
Square footage (thousands sq. ft.)
|
|
6,949
|
|
|
|
6,958
|
|
|
|
7,059
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Stores opened
|
|
50
|
|
|
|
50
|
|
|
|
51
|
|
|
||||||
Stores closed
|
|
42
|
|
|
|
56
|
|
|
|
62
|
|
|
||||||
Ending stores
|
|
1,046
|
|
|
|
1,038
|
|
|
|
1,044
|
|
|
BRAND PORTFOLIO
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
1,004.8
|
|
100.0
|
%
|
|
$
|
982.5
|
|
100.0
|
%
|
|
$
|
924.6
|
|
100.0
|
%
|
Cost of goods sold
|
|
663.7
|
|
66.1
|
%
|
|
648.5
|
|
66.0
|
%
|
|
611.5
|
|
66.1
|
%
|
|||
Gross profit
|
|
341.1
|
|
33.9
|
%
|
|
334.0
|
|
34.0
|
%
|
|
313.1
|
|
33.9
|
%
|
|||
Selling and administrative expenses
|
|
274.5
|
|
27.3
|
%
|
|
260.3
|
|
26.5
|
%
|
|
267.3
|
|
29.0
|
%
|
|||
Restructuring and other special charges, net
|
|
—
|
|
—
|
|
|
0.3
|
|
0.0
|
%
|
|
1.2
|
|
0.1
|
%
|
|||
Impairment of assets held for sale
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
4.7
|
|
0.5
|
%
|
|||
Operating earnings
|
|
$
|
66.6
|
|
6.6
|
%
|
|
$
|
73.4
|
|
7.5
|
%
|
|
$
|
39.9
|
|
4.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|||||||||
Wholesale/retail sales mix (%)
|
|
87%/13%
|
|
|
|
86%/14%
|
|
|
|
83%/17%
|
|
|
||||||
Change in wholesale net sales ($)
|
|
$
|
32.5
|
|
|
|
$
|
77.8
|
|
|
|
$
|
38.9
|
|
|
|||
Unfilled order position at year-end
|
|
$
|
274.4
|
|
|
|
$
|
284.6
|
|
|
|
$
|
273.9
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Same-store sales % change (on a 52-week basis)
|
|
(0.7
|
)%
|
|
|
(3.6
|
)%
|
|
|
1.6
|
%
|
|
||||||
Same-store sales $ change (on a 52-week basis)
|
|
$
|
(0.8
|
)
|
|
|
$
|
(4.8
|
)
|
|
|
$
|
2.2
|
|
|
|||
Sales change from 53rd week
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
(2.1
|
)
|
|
|||
Sales change from new and closed stores, net (on a 52-week basis)
|
|
$
|
(1.8
|
)
|
|
|
$
|
(11.3
|
)
|
|
|
$
|
(6.6
|
)
|
|
|||
Impact of changes in Canadian exchange rate on retail sales
|
|
$
|
(7.6
|
)
|
|
|
$
|
(3.8
|
)
|
|
|
$
|
(2.4
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales per square foot, excluding e-commerce (on a 52-week basis)
|
|
$
|
343
|
|
|
|
$
|
377
|
|
|
|
$
|
397
|
|
|
|||
Square footage (thousands sq. ft.)
|
|
294
|
|
|
|
302
|
|
|
|
319
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Stores opened
|
|
7
|
|
|
|
7
|
|
|
|
11
|
|
|
||||||
Stores closed
|
|
13
|
|
|
|
15
|
|
|
|
54
|
|
|
||||||
Ending stores
|
|
165
|
|
|
|
171
|
|
|
|
179
|
|
|
|
OTHER
|
•
|
Lower pension expense driven by plan provision changes which lowered our projected benefit obligation;
|
•
|
Lower expenses related to our variable compensation plans for our directors and certain employees with awards that utilize mark-to-market accounting based on the Company's closing stock price; and
|
•
|
A gain on sale of a vacant building at our corporate headquarters.
|
|
RESTRUCTURING AND OTHER INITIATIVES
|
|
IMPACT OF INFLATION AND CHANGING PRICES
|
|
LIQUIDITY AND CAPITAL RESOURCES
|
($ millions)
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|
Increase (Decrease)
|
|
|||
Long-term debt - 2023 Senior Notes
|
$
|
196.5
|
|
|
$
|
—
|
|
|
$
|
196.5
|
|
Long-term debt - 2019 Senior Notes
|
—
|
|
|
196.7
|
|
|
(196.7
|
)
|
|||
Total debt
|
$
|
196.5
|
|
|
$
|
196.7
|
|
|
$
|
(0.2
|
)
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|
Increase (Decrease)
|
|
Working capital ($ millions)
(1)
|
|
$484.8
|
|
$420.6
|
|
$64.2
|
|||
Debt-to-capital ratio
(2)
|
|
24.6
|
%
|
|
26.6
|
%
|
|
(2.0
|
)%
|
Current ratio
(3)
|
|
2.24:1
|
|
|
2.14:1
|
|
|
|
(1)
|
Working capital has been computed as total current assets less total current liabilities.
|
(2)
|
Debt-to-capital has been computed by dividing total debt by total capitalization. Total debt is defined as long-term debt and borrowings under the Credit Agreement. Total capitalization is defined as total debt and total equity.
|
(3)
|
The current ratio has been computed by dividing total current assets by total current liabilities.
|
|
2015
|
|
|
2014
|
|
|
Increase (Decrease)
in Cash and Cash Equivalents |
|
|||
Net cash provided by operating activities
|
$
|
149.2
|
|
|
$
|
118.8
|
|
|
$
|
30.4
|
|
Net cash used for investing activities
|
(73.8
|
)
|
|
(112.0
|
)
|
|
38.2
|
|
|||
Net cash used for financing activities
|
(23.5
|
)
|
|
(20.5
|
)
|
|
(3.0
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.2
|
)
|
|
(1.4
|
)
|
|
0.2
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
50.7
|
|
|
$
|
(15.1
|
)
|
|
$
|
65.8
|
|
•
|
An increase in trade accounts payable in 2015 as compared to a decrease in 2014 due to the timing of inventory purchases and payments to vendors;
|
•
|
Higher net earnings (after consideration of non-cash items); and
|
•
|
A smaller increase in prepaid expenses and other current and noncurrent assets in 2015 as compared to 2014, reflecting a smaller increase in prepaid rent in 2015 than 2014 as a result of the timing of payments; partially offset by
|
•
|
A decrease in accrued expenses and other liabilities in 2015 as compared to an increase in 2014 driven by higher payments under our cash-based incentive plans in 2015.
|
|
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
|
•
|
Expected long-term rate of return – The expected long-term rate of return on plan assets is based on historical and projected rates of return for current and planned asset classes in the plan’s investment portfolio. Assumed projected rates of return for each asset class were selected after analyzing experience and future expectations of the returns. The overall expected rate of return for the portfolio was developed based on the target allocation for each asset class. The weighted-average expected rate of return on plan assets used to determine our pension expense for 2015 was 8.25%. A decrease of 50 basis points in the weighted-average expected rate of return on plan assets would increase pension expense by approximately $1.9 million. The actual return on plan assets in a
|
•
|
Discount rate – Discount rates used to measure the present value of our benefit obligations for our pension and other postretirement benefit plans are based on a hypothetical bond portfolio constructed from a subset of high-quality bonds for which the timing and amount of cash outflows approximate the estimated payouts of the plans. The weighted-average discount rate selected to measure the present value of our benefit obligations under our pension and other postretirement benefit plans was 4.7% for each. A decrease of 50 basis points in the weighted-average discount rate would have increased the projected benefit obligation of the pension and other postretirement benefit plans by approximately $27.3 million and $0.1 million, respectively.
|
•
|
Mortality table – As of January 30, 2016, we are using the RP-2014 Bottom Quartile tables, projected using generational scale MP-2015, an updated projection scale issued by the Society of Actuaries in 2015, to estimate the actuarial gain or loss. Actuarial gains, related to the change in mortality tables, reduced the projected benefit obligation by approximately
$7.9 million
as of January 30, 2016.
|
OFF-BALANCE SHEET ARRANGEMENTS
|
|
CONTRACTUAL OBLIGATIONS
|
|
Payments Due by Period
|
||||||||||||||
|
|
Less Than
|
|
1-3
|
|
3-5
|
|
More Than
|
|
||||||
($ millions)
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
|
|||||
Long-term debt
(1)
|
$
|
200.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
200.0
|
|
Interest on long-term debt
(1)
|
100.0
|
|
12.5
|
|
25.0
|
|
25.0
|
|
37.5
|
|
|||||
Operating lease commitments
(2)
|
757.6
|
|
159.7
|
|
238.1
|
|
154.0
|
|
205.8
|
|
|||||
Minimum license commitments
|
24.9
|
|
10.0
|
|
12.5
|
|
2.4
|
|
—
|
|
|||||
Purchase obligations
(3)
|
645.0
|
|
630.9
|
|
13.9
|
|
0.2
|
|
—
|
|
|||||
Other
(4)
|
12.9
|
|
3.6
|
|
3.2
|
|
3.4
|
|
2.7
|
|
|||||
Total
(5)
|
$
|
1,740.4
|
|
$
|
816.7
|
|
$
|
292.7
|
|
$
|
185.0
|
|
$
|
446.0
|
|
|
|
(1)
|
Interest obligations have been reflected based on our $200.0 million principal value of 2023 Senior Notes at a fixed interest rate of 6.25% as of fiscal year ended January 30, 2016. Refer to Note 10 to the consolidated financial statements.
|
(2)
|
A majority of our retail operating leases contain provisions that allow us to modify amounts payable under the lease or terminate the lease in certain circumstances, such as experiencing actual sales volume below a defined threshold and/or co-tenancy provisions associated with the facility. The contractual obligations presented in the table above reflect the total lease obligation, irrespective of our ability to reduce or terminate rental payments in the future, as noted. Refer to Note 11 to the consolidated financial statements.
|
(3)
|
Purchase obligations include agreements to purchase assets, goods or services that specify all significant terms, including quantity and price provisions.
|
(4)
|
Includes obligations for our supplemental executive retirement plan and other postretirement benefits, as discussed in Note 5 to the consolidated financial statements, and other contractual obligations.
|
(5)
|
Excludes liabilities of $3.4 million, $1.7 million and $8.9 million for our non-qualified deferred compensation plan, deferred compensation plan for non-employee directors and restricted stock units for non-employee directors, respectively, due to the uncertain nature in timing of payments. Refer to Note 5, Note 13 and Note 15 to the consolidated financial statements.
|
|
|
|
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FORWARD-LOOKING STATEMENTS
|
|
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
FOREIGN CURRENCY EXCHANGE RATES
|
|
INTEREST RATES
|
|
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Consolidated Balance Sheets
|
|
|
|
|
||||
|
|
|
|
|
||||
($ thousands, except number of shares and per share amounts)
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
118,151
|
|
|
$
|
67,403
|
|
Receivables, net of allowances of $24,780 in 2015 and $25,393 in 2014
|
|
153,664
|
|
|
136,646
|
|
||
Inventories, net of adjustment to last-in, first-out cost of $4,094 in 2015 and $3,668 in 2014
|
|
546,745
|
|
|
543,103
|
|
||
Income taxes
|
|
11,146
|
|
|
620
|
|
||
Prepaid expenses and other current assets
|
|
45,359
|
|
|
42,376
|
|
||
Total current assets
|
|
875,065
|
|
|
790,148
|
|
||
Prepaid pension costs
|
|
64,890
|
|
|
73,324
|
|
||
Property and equipment, net
|
|
179,010
|
|
|
149,743
|
|
||
Deferred income taxes
|
|
1,847
|
|
|
7,704
|
|
||
Goodwill
|
|
13,954
|
|
|
13,954
|
|
||
Intangible assets, net
|
|
116,945
|
|
|
120,633
|
|
||
Other assets
|
|
51,612
|
|
|
58,821
|
|
||
Total assets
|
|
$
|
1,303,323
|
|
|
$
|
1,214,327
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
237,802
|
|
|
$
|
215,921
|
|
Employee compensation and benefits
|
|
54,993
|
|
|
58,593
|
|
||
Income taxes
|
|
3,519
|
|
|
6,285
|
|
||
Other accrued expenses
|
|
93,985
|
|
|
88,740
|
|
||
Total current liabilities
|
|
390,299
|
|
|
369,539
|
|
||
Other liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
196,544
|
|
|
196,712
|
|
||
Deferred rent
|
|
46,506
|
|
|
39,742
|
|
||
Deferred income taxes
|
|
32,268
|
|
|
27,544
|
|
||
Other liabilities
|
|
35,234
|
|
|
39,168
|
|
||
Total other liabilities
|
|
310,552
|
|
|
303,166
|
|
||
Equity:
|
|
|
|
|
||||
Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000,000 shares authorized; 43,660,213 and 43,752,031 shares outstanding, net of 2,426,582 and 2,334,764 treasury shares in 2015 and 2014, respectively
|
|
437
|
|
|
437
|
|
||
Additional paid-in capital
|
|
138,881
|
|
|
138,957
|
|
||
Accumulated other comprehensive (loss) income
|
|
(5,864
|
)
|
|
2,712
|
|
||
Retained earnings
|
|
468,030
|
|
|
398,804
|
|
||
Total Caleres, Inc. shareholders’ equity
|
|
601,484
|
|
|
540,910
|
|
||
Noncontrolling interests
|
|
988
|
|
|
712
|
|
||
Total equity
|
|
602,472
|
|
|
541,622
|
|
||
Total liabilities and equity
|
|
$
|
1,303,323
|
|
|
$
|
1,214,327
|
|
Consolidated Statements of Earnings
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands, except per share amounts)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net sales
|
|
$
|
2,577,430
|
|
|
$
|
2,571,709
|
|
|
$
|
2,513,113
|
|
Cost of goods sold
|
|
1,529,627
|
|
|
1,531,609
|
|
|
1,498,825
|
|
|||
Gross profit
|
|
1,047,803
|
|
|
1,040,100
|
|
|
1,014,288
|
|
|||
Selling and administrative expenses
|
|
912,696
|
|
|
910,682
|
|
|
909,749
|
|
|||
Restructuring and other special charges, net
|
|
—
|
|
|
3,484
|
|
|
1,262
|
|
|||
Impairment of assets held for sale
|
|
—
|
|
|
—
|
|
|
4,660
|
|
|||
Operating earnings
|
|
135,107
|
|
|
125,934
|
|
|
98,617
|
|
|||
Interest expense
|
|
(16,589
|
)
|
|
(20,445
|
)
|
|
(21,254
|
)
|
|||
Loss on early extinguishment of debt
|
|
(10,651
|
)
|
|
(420
|
)
|
|
—
|
|
|||
Interest income
|
|
899
|
|
|
379
|
|
|
377
|
|
|||
Gain on sale of subsidiary
|
|
—
|
|
|
4,679
|
|
|
—
|
|
|||
Earnings before income taxes from continuing operations
|
|
108,766
|
|
|
110,127
|
|
|
77,740
|
|
|||
Income tax provision
|
|
(26,942
|
)
|
|
(27,184
|
)
|
|
(23,758
|
)
|
|||
Net earnings from continuing operations
|
|
81,824
|
|
|
82,943
|
|
|
53,982
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of tax of $5,922 in 2013
|
|
—
|
|
|
—
|
|
|
(4,574
|
)
|
|||
Disposition/impairment of discontinued operations, net of tax of $0 in 2013
|
|
—
|
|
|
—
|
|
|
(11,512
|
)
|
|||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(16,086
|
)
|
|||
Net earnings
|
|
81,824
|
|
|
82,943
|
|
|
37,896
|
|
|||
Net earnings (loss) attributable to noncontrolling interests
|
|
345
|
|
|
93
|
|
|
(177
|
)
|
|||
Net earnings attributable to Caleres, Inc.
|
|
$
|
81,479
|
|
|
82,850
|
|
|
38,073
|
|
||
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
1.86
|
|
|
$
|
1.90
|
|
|
$
|
1.25
|
|
From discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
|
$
|
1.86
|
|
|
$
|
1.90
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
From continuing operations
|
|
$
|
1.85
|
|
|
$
|
1.89
|
|
|
$
|
1.25
|
|
From discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
|
$
|
1.85
|
|
|
$
|
1.89
|
|
|
$
|
0.88
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net earnings
|
|
$
|
81,824
|
|
|
$
|
82,943
|
|
|
$
|
37,896
|
|
Other comprehensive (loss) income ("OCI"), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(224
|
)
|
|
(3,145
|
)
|
|
(4,538
|
)
|
|||
Pension and other postretirement benefits adjustments
|
|
(8,589
|
)
|
|
(10,349
|
)
|
|
19,529
|
|
|||
Derivative financial instruments
|
|
168
|
|
|
(514
|
)
|
|
819
|
|
|||
Other comprehensive (loss) income, net of tax
|
|
(8,645
|
)
|
|
(14,008
|
)
|
|
15,810
|
|
|||
Comprehensive income
|
|
73,179
|
|
|
68,935
|
|
|
53,706
|
|
|||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
276
|
|
|
49
|
|
|
(109
|
)
|
|||
Comprehensive income attributable to Caleres, Inc.
|
|
$
|
72,903
|
|
|
$
|
68,886
|
|
|
$
|
53,815
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
81,824
|
|
|
$
|
82,943
|
|
|
$
|
37,896
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
35,428
|
|
|
35,002
|
|
|
36,033
|
|
|||
Amortization of capitalized software
|
|
12,323
|
|
|
12,662
|
|
|
13,047
|
|
|||
Amortization of intangibles
|
|
3,688
|
|
|
3,951
|
|
|
6,249
|
|
|||
Amortization of debt issuance costs and debt discount
|
|
1,167
|
|
|
2,400
|
|
|
2,513
|
|
|||
Loss on early extinguishment of debt
|
|
10,651
|
|
|
420
|
|
|
—
|
|
|||
Share-based compensation expense
|
|
7,491
|
|
|
6,190
|
|
|
5,567
|
|
|||
Excess tax benefit related to share-based plans
|
|
(2,651
|
)
|
|
(929
|
)
|
|
(3,439
|
)
|
|||
(Gain) loss on disposal of property and equipment
|
|
(1,963
|
)
|
|
1,610
|
|
|
1,697
|
|
|||
Impairment charges for property and equipment
|
|
2,761
|
|
|
1,982
|
|
|
1,636
|
|
|||
Impairment of assets held for sale
|
|
—
|
|
|
—
|
|
|
4,660
|
|
|||
Disposition/impairment of discontinued operations
|
|
—
|
|
|
—
|
|
|
11,512
|
|
|||
Net (gain) loss on sale of subsidiaries
|
|
—
|
|
|
(4,679
|
)
|
|
576
|
|
|||
Deferred rent
|
|
6,764
|
|
|
1,149
|
|
|
4,882
|
|
|||
Deferred income taxes provision (benefit)
|
|
10,581
|
|
|
(3,416
|
)
|
|
18,061
|
|
|||
Provision for doubtful accounts
|
|
480
|
|
|
1,716
|
|
|
551
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(17,438
|
)
|
|
(9,175
|
)
|
|
(17,570
|
)
|
|||
Inventories
|
|
(5,270
|
)
|
|
(7,651
|
)
|
|
(44,852
|
)
|
|||
Prepaid expenses and other current and noncurrent assets
|
|
(8,654
|
)
|
|
(20,053
|
)
|
|
3,798
|
|
|||
Trade accounts payable
|
|
21,881
|
|
|
(8,204
|
)
|
|
12,951
|
|
|||
Accrued expenses and other liabilities
|
|
(1,865
|
)
|
|
20,142
|
|
|
4,389
|
|
|||
Income taxes
|
|
(10,308
|
)
|
|
2,411
|
|
|
2,335
|
|
|||
Other, net
|
|
2,262
|
|
|
341
|
|
|
1,540
|
|
|||
Net cash provided by operating activities
|
|
149,152
|
|
|
118,812
|
|
|
104,032
|
|
|||
|
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(73,479
|
)
|
|
(44,952
|
)
|
|
(43,968
|
)
|
|||
Proceeds from disposal of property and equipment
|
|
7,433
|
|
|
—
|
|
|
—
|
|
|||
Capitalized software
|
|
(7,735
|
)
|
|
(5,086
|
)
|
|
(5,235
|
)
|
|||
Acquisition of trademarks
|
|
—
|
|
|
(65,065
|
)
|
|
—
|
|
|||
Investment in nonconsolidated affiliate
|
|
—
|
|
|
(7,000
|
)
|
|
—
|
|
|||
Net proceeds from sale of subsidiaries, inclusive of note receivable
|
|
—
|
|
|
10,120
|
|
|
69,347
|
|
|||
Net cash (used for) provided by investing activities
|
|
(73,781
|
)
|
|
(111,983
|
)
|
|
20,144
|
|
|||
|
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings under revolving credit agreement
|
|
198,000
|
|
|
867,000
|
|
|
1,129,000
|
|
|||
Repayments under revolving credit agreement
|
|
(198,000
|
)
|
|
(874,000
|
)
|
|
(1,227,000
|
)
|
|||
Proceeds from issuance of 2023 senior notes
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|||
Redemption of 2019 senior notes
|
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
|
(12,253
|
)
|
|
(12,237
|
)
|
|
(12,105
|
)
|
|||
Debt issuance costs
|
|
(3,650
|
)
|
|
(2,618
|
)
|
|
—
|
|
|||
Acquisition of treasury stock
|
|
(4,921
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock under share-based plans, net
|
|
(5,297
|
)
|
|
443
|
|
|
804
|
|
|||
Excess tax benefit related to share-based plans
|
|
2,651
|
|
|
929
|
|
|
3,439
|
|
|||
Contributions by noncontrolling interests
|
|
—
|
|
|
—
|
|
|
50
|
|
|||
Net cash used for financing activities
|
|
(23,470
|
)
|
|
(20,483
|
)
|
|
(105,812
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,153
|
)
|
|
(1,489
|
)
|
|
(4,041
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
50,748
|
|
|
(15,143
|
)
|
|
14,323
|
|
|||
Cash and cash equivalents at beginning of year
|
|
67,403
|
|
|
82,546
|
|
|
68,223
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
118,151
|
|
|
$
|
67,403
|
|
|
$
|
82,546
|
|
Consolidated Statements of Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Total Caleres, Inc. Shareholders’ Equity
|
|
Non-controlling Interests
|
|
|
|||||||||||
|
Common Stock
|
|
|||||||||||||||||||||
($ thousands, except number of shares and per share amounts)
|
Shares
|
Dollars
|
Total Equity
|
|
|||||||||||||||||||
BALANCE FEBRUARY 2, 2013
|
42,896,363
|
|
$
|
429
|
|
$
|
121,593
|
|
$
|
884
|
|
$
|
302,223
|
|
$
|
425,129
|
|
$
|
772
|
|
$
|
425,901
|
|
Net earnings
|
|
|
|
|
38,073
|
|
38,073
|
|
(177
|
)
|
37,896
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
(4,556
|
)
|
|
(4,556
|
)
|
18
|
|
(4,538
|
)
|
|||||||||||
Unrealized gain on derivative financial instruments, net of tax of $289
|
|
|
|
819
|
|
|
819
|
|
|
819
|
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $12,319
|
|
|
|
19,529
|
|
|
19,529
|
|
|
19,529
|
|
||||||||||||
Comprehensive income
|
|
|
|
|
|
53,865
|
|
(159
|
)
|
53,706
|
|
||||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
(12,105
|
)
|
(12,105
|
)
|
|
(12,105
|
)
|
||||||||||||
Contributions by noncontrolling interests
|
|
|
|
|
|
|
50
|
|
50
|
|
|||||||||||||
Stock issued under employee and director benefit and restricted stock plans
|
481,916
|
|
5
|
|
799
|
|
|
|
804
|
|
|
804
|
|
||||||||||
Excess tax benefit related to share-based plans
|
|
|
3,439
|
|
|
|
3,439
|
|
|
3,439
|
|
||||||||||||
Share-based compensation expense
|
|
|
$
|
5,567
|
|
|
|
|
|
$
|
5,567
|
|
|
|
$
|
5,567
|
|
||||||
BALANCE FEBRUARY 1, 2014
|
43,378,279
|
|
$
|
434
|
|
$
|
131,398
|
|
$
|
16,676
|
|
$
|
328,191
|
|
$
|
476,699
|
|
$
|
663
|
|
$
|
477,362
|
|
Net earnings
|
|
|
|
|
82,850
|
|
82,850
|
|
93
|
|
82,943
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
(3,101
|
)
|
|
(3,101
|
)
|
(44
|
)
|
(3,145
|
)
|
|||||||||||
Unrealized loss on derivative financial instruments, net of tax of $408
|
|
|
|
(514
|
)
|
|
(514
|
)
|
|
(514
|
)
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $6,494
|
|
|
|
(10,349
|
)
|
|
(10,349
|
)
|
|
|
(10,349
|
)
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
68,886
|
|
49
|
|
68,935
|
|
||||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
(12,237
|
)
|
(12,237
|
)
|
|
|
(12,237
|
)
|
|||||||||||
Stock issued under employee and director benefit and restricted stock plans
|
373,752
|
|
3
|
|
440
|
|
|
|
443
|
|
|
443
|
|
||||||||||
Excess tax benefit related to share-based plans
|
|
|
929
|
|
|
|
929
|
|
|
929
|
|
||||||||||||
Share-based compensation expense
|
|
|
6,190
|
|
|
|
6,190
|
|
|
6,190
|
|
||||||||||||
BALANCE JANUARY 31, 2015
|
43,752,031
|
|
$
|
437
|
|
$
|
138,957
|
|
$
|
2,712
|
|
$
|
398,804
|
|
$
|
540,910
|
|
$
|
712
|
|
$
|
541,622
|
|
Net earnings
|
|
|
|
|
81,479
|
|
81,479
|
|
345
|
|
81,824
|
|
|||||||||||
Foreign currency translation adjustment
|
|
|
|
(155
|
)
|
|
(155
|
)
|
(69
|
)
|
(224
|
)
|
|||||||||||
Unrealized gain on derivative financial instruments, net of tax of $170
|
|
|
|
168
|
|
|
168
|
|
|
168
|
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $5,537
|
|
|
|
(8,589
|
)
|
|
(8,589
|
)
|
|
(8,589
|
)
|
||||||||||||
Comprehensive income
|
|
|
|
|
|
72,903
|
|
276
|
|
73,179
|
|
||||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
(12,253
|
)
|
(12,253
|
)
|
|
(12,253
|
)
|
||||||||||||
Acquisition of treasury stock
|
(151,500
|
)
|
(2
|
)
|
(4,919
|
)
|
|
|
(4,921
|
)
|
|
(4,921
|
)
|
||||||||||
Stock issued under employee and director benefit and restricted stock plans
|
59,682
|
|
2
|
|
(5,299
|
)
|
|
|
(5,297
|
)
|
|
(5,297
|
)
|
||||||||||
Excess tax benefit related to share-based plans
|
|
|
2,651
|
|
|
|
2,651
|
|
|
2,651
|
|
||||||||||||
Share-based compensation expense
|
|
|
7,491
|
|
|
|
7,491
|
|
|
7,491
|
|
||||||||||||
BALANCE JANUARY 30, 2016
|
43,660,213
|
|
$
|
437
|
|
$
|
138,881
|
|
$
|
(5,864
|
)
|
$
|
468,030
|
|
$
|
601,484
|
|
$
|
988
|
|
$
|
602,472
|
|
|
Notes to Consolidated Financial Statements
|
|
|
||
|
|
||
($ thousands)
|
2013
|
|
|
Net sales
|
$
|
26,318
|
|
Cost of goods sold
|
19,927
|
|
|
Gross profit
|
6,391
|
|
|
Selling and administrative expenses
|
6,103
|
|
|
Restructuring and other special charges, net
|
10,768
|
|
|
Operating loss
|
(10,480
|
)
|
|
Interest expense
|
16
|
|
|
Loss before income taxes from discontinued operations
|
(10,496
|
)
|
|
Income tax benefit
|
5,922
|
|
|
Loss from discontinued operations, net of tax
|
$
|
(4,574
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
(in $ thousands, except per share amounts)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
NUMERATOR
|
|
|
|
|
|
||||||
Net earnings from continuing operations
|
$
|
81,824
|
|
|
$
|
82,943
|
|
|
$
|
53,982
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(345
|
)
|
|
(93
|
)
|
|
177
|
|
|||
Net earnings allocated to participating securities
|
(2,587
|
)
|
|
(3,068
|
)
|
|
(2,304
|
)
|
|||
Net earnings from continuing operations
|
78,892
|
|
|
79,782
|
|
|
51,855
|
|
|||
|
|
|
|
|
|
||||||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(16,086)
|
|
|||
Net loss allocated to participating securities
|
—
|
|
|
—
|
|
|
687
|
|
|||
Net loss from discontinued operations
|
—
|
|
|
—
|
|
|
(15,399)
|
|
|||
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities
|
$
|
78,892
|
|
|
$
|
79,782
|
|
|
$
|
36,456
|
|
|
|
|
|
|
|
||||||
DENOMINATOR
|
|
|
|
|
|
||||||
Denominator for basic continuing and discontinued earnings per common share attributable to Caleres, Inc. shareholders
|
42,455
|
|
|
42,071
|
|
|
41,356
|
|
|||
Dilutive effect of share-based awards for continuing operations and discontinued operations
|
201
|
|
|
203
|
|
|
297
|
|
|||
Denominator for diluted continuing and discontinued earnings per common share attributable to Caleres, Inc. shareholders
|
42,656
|
|
|
42,274
|
|
|
41,653
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.86
|
|
|
$
|
1.90
|
|
|
$
|
1.25
|
|
From discontinued operations
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
1.86
|
|
|
$
|
1.90
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
From continuing operations
|
$
|
1.85
|
|
|
$
|
1.89
|
|
|
$
|
1.25
|
|
From discontinued operations
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
1.85
|
|
|
$
|
1.89
|
|
|
$
|
0.88
|
|
|
2013
|
||||||||||
($ millions, except per share data)
|
Pre-tax Expense
|
|
After-tax Expense
|
|
Loss Per Diluted Share
|
||||||
Continuing Operations
|
|
|
|
|
|
||||||
Business exits and cost reductions
|
$
|
1.2
|
|
|
$
|
0.8
|
|
|
$
|
0.02
|
|
Non-cash impairments/dispositions
|
4.7
|
|
|
4.7
|
|
|
0.11
|
|
|||
Total Continuing Operations
|
5.9
|
|
|
5.5
|
|
|
0.13
|
|
|||
Discontinued Operations
|
|
|
|
|
|
||||||
Business exits and cost reductions
|
13.3
|
|
|
6.4
|
|
|
0.13
|
|
|||
Non-cash impairments/dispositions
|
11.5
|
|
|
11.5
|
|
|
0.27
|
|
|||
Total Discontinued Operations
|
24.8
|
|
|
17.9
|
|
|
0.40
|
|
|||
Total
|
$
|
30.7
|
|
|
$
|
23.4
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
Total by Classification
|
|||||||||||||||
($ millions)
|
Employee
|
Markdowns and Royalty Shortfalls
|
Facility
|
Other
|
Total
|
Continuing Operations
|
Discontinued Operations
|
||||||||||||||
Reserve balance at February 2, 2013
|
$
|
1.7
|
|
$
|
0.2
|
|
$
|
3.3
|
|
$
|
0.3
|
|
$
|
5.5
|
|
$
|
5.3
|
|
$
|
0.2
|
|
Additional charges in 2013
|
2.6
|
|
2.7
|
|
0.1
|
|
25.3
|
|
30.7
|
|
5.9
|
|
24.8
|
|
|||||||
Amounts settled in 2013
|
(3.3
|
)
|
(2.9
|
)
|
(2.0
|
)
|
(25.6
|
)
|
(33.8
|
)
|
(9.7
|
)
|
(24.1
|
)
|
|||||||
Reserve balance at February 1, 2014
|
$
|
1.0
|
|
$
|
—
|
|
$
|
1.4
|
|
$
|
—
|
|
$
|
2.4
|
|
$
|
1.5
|
|
$
|
0.9
|
|
Amounts settled in 2014
|
(0.9
|
)
|
—
|
|
(0.4
|
)
|
—
|
|
(1.3
|
)
|
(0.4
|
)
|
(0.9
|
)
|
|||||||
Reserve balance at January 31, 2015
|
$
|
0.1
|
|
$
|
—
|
|
$
|
1.0
|
|
$
|
—
|
|
$
|
1.1
|
|
$
|
1.1
|
|
$
|
—
|
|
Amounts settled in 2015
|
(0.1
|
)
|
|
|
(0.3
|
)
|
|
|
(0.4
|
)
|
(0.4
|
)
|
—
|
|
|||||||
Reserve balance at January 31, 2015
|
$
|
—
|
|
$
|
—
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.7
|
|
$
|
0.7
|
|
$
|
—
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||
($ thousands)
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
362,340
|
|
$
|
279,964
|
|
|
$
|
1,512
|
|
$
|
1,119
|
|
Service cost
|
|
12,639
|
|
9,650
|
|
|
—
|
|
—
|
|
||||
Interest cost
|
|
14,321
|
|
14,230
|
|
|
56
|
|
49
|
|
||||
Plan participants’ contribution
|
|
11
|
|
12
|
|
|
9
|
|
4
|
|
||||
Plan amendments
|
|
91
|
|
(11,671
|
)
|
|
—
|
|
—
|
|
||||
Actuarial (gain) loss
|
|
(49,318
|
)
|
83,105
|
|
|
(31
|
)
|
483
|
|
||||
Benefits paid
|
|
(13,490
|
)
|
(11,814
|
)
|
|
(135
|
)
|
(143
|
)
|
||||
Curtailments
|
|
(120
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Foreign exchange rate changes
|
|
(397
|
)
|
(1,136
|
)
|
|
—
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
326,077
|
|
$
|
362,340
|
|
|
$
|
1,411
|
|
$
|
1,512
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||
Weighted–average assumptions used to determine benefit obligations, end of year
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
Discount rate
|
|
4.70
|
%
|
3.90
|
%
|
|
4.70
|
%
|
3.90
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
3.00
|
%
|
|
N/A
|
|
N/A
|
|
•
|
Cash and cash equivalents include cash collateral and margin as well as money market funds. The fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency and therefore are classified within Level 1 of the fair value hierarchy.
|
•
|
Investments in corporate stocks – common, U.S. government securities, mutual funds, preferred securities, real estate investment trusts and S&P 500 Index put and call options (traded on security exchanges) are classified within Level 1 of the fair value hierarchy because the fair values are based on unadjusted quoted market prices in active markets with sufficient volume and frequency.
|
•
|
Interest rate swap agreements are valued at fair value based on vendor-quoted pricing for which inputs are observable and can be corroborated; therefore, these are classified within Level 2 of the fair value hierarchy.
|
•
|
The alternative investment fund, with a fair value of
$10.9 million
and
$10.7 million
as of
January 30, 2016
and January 31, 2015, respectively, is an investment in a pool of long-duration domestic investment grade assets. This investment is valued at fair value based on vendor-quoted pricing for which inputs are observable and can be corroborated and therefore, are classified within Level 2 of the fair value hierarchy.
|
•
|
The unallocated insurance contract is valued at contract value, which approximates fair value; therefore, this contract is classified within Level 3 of the fair value hierarchy. The unallocated insurance contract fair value was
$0.1 million
as of both
January 30, 2016
and
January 31, 2015
.
|
|
|
|
|
Fair Value Measurements at January 30, 2016
|
||||||||||||
($ thousands)
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Asset
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
42,881
|
|
|
$
|
42,881
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
129,846
|
|
|
129,846
|
|
|
—
|
|
|
—
|
|
||||
Mutual fund
|
|
27,662
|
|
|
27,662
|
|
|
—
|
|
|
—
|
|
||||
Corporate stocks – common
|
|
171,898
|
|
|
171,898
|
|
|
—
|
|
|
—
|
|
||||
Preferred securities
|
|
657
|
|
|
657
|
|
|
—
|
|
|
—
|
|
||||
S&P 500 Index options
|
|
1,742
|
|
|
1,742
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap agreements
|
|
(6,028
|
)
|
|
—
|
|
|
(6,028
|
)
|
|
—
|
|
||||
Alternative investment fund
|
|
10,901
|
|
|
—
|
|
|
10,901
|
|
|
—
|
|
||||
Unallocated insurance contract
|
|
79
|
|
|
—
|
|
|
—
|
|
|
79
|
|
||||
Total
|
|
$
|
379,638
|
|
|
374,686
|
|
|
$
|
4,873
|
|
|
$
|
79
|
|
|
|
|
|
Fair Value Measurements at January 31, 2015
|
||||||||||||
($ thousands)
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Asset
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
95,560
|
|
|
$
|
95,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
84,141
|
|
|
84,141
|
|
|
—
|
|
|
—
|
|
||||
Mutual fund
|
|
29,240
|
|
|
29,240
|
|
|
—
|
|
|
—
|
|
||||
Corporate stocks – common
|
|
184,486
|
|
|
184,486
|
|
|
—
|
|
|
—
|
|
||||
S&P 500 Index options
|
|
11,731
|
|
|
11,731
|
|
|
—
|
|
|
—
|
|
||||
Preferred securities
|
|
286
|
|
|
286
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap agreements
|
|
7,268
|
|
|
—
|
|
|
7,268
|
|
|
—
|
|
||||
Alternative investment fund
|
|
10,733
|
|
|
—
|
|
|
10,733
|
|
|
—
|
|
||||
Unallocated insurance contract
|
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
||||
Total
|
|
$
|
423,534
|
|
|
$
|
405,444
|
|
|
$
|
18,001
|
|
|
$
|
89
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
423,534
|
|
|
$
|
356,320
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(30,091
|
)
|
|
79,986
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
90
|
|
|
206
|
|
|
126
|
|
|
139
|
|
||||
Plan participants’ contributions
|
11
|
|
|
12
|
|
|
9
|
|
|
4
|
|
||||
Benefits paid
|
(13,490
|
)
|
|
(11,814
|
)
|
|
(135
|
)
|
|
(143
|
)
|
||||
Foreign exchange rate changes
|
(416
|
)
|
|
(1,176
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
379,638
|
|
|
$
|
423,534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Prepaid pension costs (noncurrent assets)
|
$
|
64,890
|
|
|
$
|
73,324
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liabilities (current liability)
|
(3,512
|
)
|
|
(2,675
|
)
|
|
(141
|
)
|
|
(142
|
)
|
||||
Accrued benefit liabilities (noncurrent liability)
|
(7,817
|
)
|
|
(9,455
|
)
|
|
(1,270
|
)
|
|
(1,370
|
)
|
||||
Net amount recognized at end of year
|
$
|
53,561
|
|
|
$
|
61,194
|
|
|
$
|
(1,411
|
)
|
|
$
|
(1,512
|
)
|
|
Projected Benefit Obligation Exceeds the Fair Value of Plan Assets
|
|
Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets
|
||||||||||||
|
|
||||||||||||||
|
|
||||||||||||||
($ thousands)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
End of Year
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
11,326
|
|
|
$
|
12,130
|
|
|
$
|
11,326
|
|
|
$
|
12,130
|
|
Accumulated benefit obligation
|
10,747
|
|
|
10,770
|
|
|
10,747
|
|
|
10,770
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Components of accumulated other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
11,976
|
|
|
$
|
4,872
|
|
|
$
|
(947
|
)
|
|
$
|
(1,068
|
)
|
Net prior service (credit) cost
|
(5,673
|
)
|
|
(7,037
|
)
|
|
—
|
|
|
—
|
|
||||
|
$
|
6,303
|
|
|
$
|
(2,165
|
)
|
|
$
|
(947
|
)
|
|
$
|
(1,068
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
($ thousands)
|
|
|
2016
|
|
|
|
|
2016
|
|
||
Expected amortization, net of tax:
|
|
|
|
|
|
|
|
||||
Amortization of net actuarial loss (gain)
|
|
|
$
|
590
|
|
|
|
|
$
|
(217
|
)
|
Amortization of net prior service cost
|
|
|
(2,090
|
)
|
|
|
|
—
|
|
||
|
|
|
$
|
(1,500
|
)
|
|
|
|
$
|
(217
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||
($ thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
Service cost
|
|
$
|
12,639
|
|
$
|
9,650
|
|
$
|
10,638
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
|
14,321
|
|
14,230
|
|
13,241
|
|
|
56
|
|
49
|
|
55
|
|
||||||
Expected return on assets
|
|
(31,682
|
)
|
(24,757
|
)
|
(24,773
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
|
604
|
|
201
|
|
954
|
|
|
(220
|
)
|
(432
|
)
|
(351
|
)
|
||||||
Prior service (credit) cost
|
|
(1,906
|
)
|
27
|
|
13
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailments
|
|
(184
|
)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Total net periodic benefit (income) cost
|
|
$
|
(6,208
|
)
|
$
|
(649
|
)
|
$
|
73
|
|
|
$
|
(164
|
)
|
$
|
(383
|
)
|
$
|
(296
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
2015
|
|
2014
|
|
2013
|
|
Discount rate
|
|
3.90
|
%
|
5.00
|
%
|
4.50
|
%
|
|
3.90
|
%
|
5.00
|
%
|
4.50
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
3.00
|
%
|
3.50
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Expected return on plan assets
|
|
8.25
|
%
|
8.25
|
%
|
8.25
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
Pension Benefits
|
|
|
||||||||||
($ thousands)
|
|
Funded Plan
|
|
SERP
|
|
Total
|
|
|
Other Postretirement Benefits
|
|
||||
Employer Contributions
|
|
|
|
|
|
|
||||||||
2016 expected contributions to plan trusts
|
|
$
|
101
|
|
$
|
—
|
|
$
|
101
|
|
|
$
|
—
|
|
2016 expected contributions to plan participants
|
|
—
|
|
3,510
|
|
3,510
|
|
|
141
|
|
||||
Expected Benefit Payments
|
|
|
|
|
|
|
||||||||
2016
|
|
$
|
11,440
|
|
$
|
3,510
|
|
$
|
14,950
|
|
|
$
|
141
|
|
2017
|
|
12,207
|
|
1,174
|
|
13,381
|
|
|
132
|
|
||||
2018
|
|
12,995
|
|
1,778
|
|
14,773
|
|
|
123
|
|
||||
2019
|
|
13,744
|
|
945
|
|
14,689
|
|
|
114
|
|
||||
2020
|
|
14,461
|
|
2,211
|
|
16,672
|
|
|
106
|
|
||||
2021 – 2025
|
|
81,154
|
|
2,276
|
|
83,430
|
|
|
404
|
|
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Federal
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
9,530
|
|
|
$
|
27,311
|
|
|
$
|
14,621
|
|
Deferred
|
|
11,202
|
|
|
(9,502
|
)
|
|
260
|
|
|||
|
|
20,732
|
|
|
17,809
|
|
|
14,881
|
|
|||
State
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
497
|
|
|
5,501
|
|
|
5,770
|
|
|||
Deferred
|
|
1,176
|
|
|
(642
|
)
|
|
(1,210
|
)
|
|||
|
|
1,673
|
|
|
4,859
|
|
|
4,560
|
|
|||
Foreign
|
|
4,537
|
|
|
4,516
|
|
|
4,317
|
|
|||
Total income tax provision
|
|
$
|
26,942
|
|
|
$
|
27,184
|
|
|
$
|
23,758
|
|
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Income taxes at statutory rate
|
|
$
|
38,068
|
|
|
$
|
38,544
|
|
|
$
|
27,208
|
|
State income taxes, net of federal tax benefit
|
|
2,481
|
|
|
3,159
|
|
|
2,964
|
|
|||
Foreign earnings taxed at lower rates
|
|
(9,491
|
)
|
|
(8,882
|
)
|
|
(8,090
|
)
|
|||
Non-deductibility of impairment of assets held for sale
|
|
—
|
|
|
—
|
|
|
1,631
|
|
|||
Tax on international subsidiary dividend
|
|
—
|
|
|
1,040
|
|
|
—
|
|
|||
Disposal and settlement of Shoes.com
|
|
(1,701
|
)
|
|
(7,428
|
)
|
|
—
|
|
|||
Valuation allowance release on state loss carryforwards
|
|
(1,635
|
)
|
|
—
|
|
|
—
|
|
|||
Valuation allowance release on other tax carryforwards
|
|
(1,367
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
587
|
|
|
751
|
|
|
45
|
|
|||
Total income tax provision
|
|
$
|
26,942
|
|
|
$
|
27,184
|
|
|
$
|
23,758
|
|
($ thousands)
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
||
Deferred Tax Assets
|
|
|
|
|
||||
Employee benefits, compensation and insurance
|
|
$
|
24,740
|
|
|
$
|
26,430
|
|
Accrued expenses
|
|
16,118
|
|
|
16,539
|
|
||
Postretirement and postemployment benefit plans
|
|
721
|
|
|
862
|
|
||
Deferred rent
|
|
7,269
|
|
|
6,285
|
|
||
Accounts receivable reserves
|
|
7,946
|
|
|
7,563
|
|
||
Net operating loss (“NOL”) carryforward/carryback
|
|
7,943
|
|
|
9,483
|
|
||
Capital loss carryforward
|
|
2,368
|
|
|
5,188
|
|
||
Foreign tax credit carryforward
|
|
—
|
|
|
1,098
|
|
||
Inventory capitalization and inventory reserves
|
|
1,620
|
|
|
1,683
|
|
||
Intangible assets
|
|
—
|
|
|
4,865
|
|
||
Depreciation
|
|
630
|
|
|
3,957
|
|
||
Other
|
|
1,346
|
|
|
1,907
|
|
||
Total deferred tax assets, before valuation allowance
|
|
70,701
|
|
|
85,860
|
|
||
Valuation allowance
|
|
(6,544
|
)
|
|
(11,514
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
64,157
|
|
|
74,346
|
|
||
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
||||
Retirement plans
|
|
(21,051
|
)
|
|
(23,822
|
)
|
||
LIFO inventory valuation
|
|
(61,585
|
)
|
|
(56,525
|
)
|
||
Capitalized software
|
|
(10,525
|
)
|
|
(12,721
|
)
|
||
Other
|
|
(786
|
)
|
|
(1,118
|
)
|
||
Intangible assets
|
|
(631
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
|
(94,578
|
)
|
|
(94,186
|
)
|
||
Net deferred tax liability
|
|
(30,421
|
)
|
|
(19,840
|
)
|
($ thousands)
|
Famous Footwear
|
Brand Portfolio
|
Other
|
Total
|
||||||||
Fiscal 2015
|
|
|
|
|
||||||||
External sales
|
$
|
1,572,665
|
|
$
|
1,004,765
|
|
$
|
—
|
|
$
|
2,577,430
|
|
Intersegment sales
|
—
|
|
100,186
|
|
—
|
|
100,186
|
|
||||
Depreciation and amortization
|
25,842
|
|
9,339
|
|
16,258
|
|
51,439
|
|
||||
Amortization of debt issuance costs and debt discount
|
—
|
|
—
|
|
1,167
|
|
1,167
|
|
||||
Operating earnings (loss)
|
109,030
|
|
66,578
|
|
(40,501
|
)
|
135,107
|
|
||||
Segment assets
|
542,842
|
|
534,137
|
|
226,344
|
|
1,303,323
|
|
||||
Purchases of property and equipment
|
48,761
|
|
18,340
|
|
6,378
|
|
73,479
|
|
||||
Capitalized software
|
2,538
|
|
—
|
|
5,197
|
|
7,735
|
|
||||
|
|
|
|
|
||||||||
Fiscal 2014
|
|
|
|
|
||||||||
External sales
|
$
|
1,589,258
|
|
$
|
982,451
|
|
$
|
—
|
|
$
|
2,571,709
|
|
Intersegment sales
|
—
|
|
114,408
|
|
—
|
|
114,408
|
|
||||
Depreciation and amortization
|
26,581
|
|
8,974
|
|
16,060
|
|
51,615
|
|
||||
Amortization of debt issuance costs and debt discount
|
—
|
|
—
|
|
2,400
|
|
2,400
|
|
||||
Operating earnings (loss)
|
104,581
|
|
73,403
|
|
(52,050
|
)
|
125,934
|
|
||||
Segment assets
|
458,847
|
|
518,099
|
|
237,381
|
|
1,214,327
|
|
||||
Purchases of property and equipment
|
33,001
|
|
6,105
|
|
5,846
|
|
44,952
|
|
||||
Capitalized software
|
198
|
|
58
|
|
4,830
|
|
5,086
|
|
||||
|
|
|
|
|
||||||||
Fiscal 2013
|
|
|
|
|
||||||||
External sales
|
$
|
1,588,552
|
|
$
|
924,561
|
|
$
|
—
|
|
$
|
2,513,113
|
|
Intersegment sales
|
—
|
|
132,596
|
|
—
|
|
132,596
|
|
||||
Depreciation and amortization
|
25,917
|
|
13,440
|
|
15,972
|
|
55,329
|
|
||||
Amortization of debt issuance costs and debt discount
|
—
|
|
—
|
|
2,513
|
|
2,513
|
|
||||
Operating earnings (loss)
|
105,382
|
|
39,909
|
|
(46,674
|
)
|
98,617
|
|
||||
Segment assets
|
448,549
|
|
514,902
|
|
182,889
|
|
1,146,340
|
|
||||
Purchases of property and equipment
|
32,728
|
|
6,026
|
|
5,214
|
|
43,968
|
|
||||
Capitalized software
|
193
|
|
122
|
|
4,920
|
|
5,235
|
|
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Operating earnings
|
|
$
|
135,107
|
|
|
$
|
125,934
|
|
|
$
|
98,617
|
|
Interest expense
|
|
(16,589
|
)
|
|
(20,445
|
)
|
|
(21,254
|
)
|
|||
Loss on early extinguishment of debt
|
|
(10,651
|
)
|
|
(420
|
)
|
|
—
|
|
|||
Interest income
|
|
899
|
|
|
379
|
|
|
377
|
|
|||
Gain on sale of subsidiary
|
|
—
|
|
|
4,679
|
|
|
—
|
|
|||
Earnings before income taxes from continuing operations
|
|
$
|
108,766
|
|
|
$
|
110,127
|
|
|
$
|
77,740
|
|
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net Sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,342,590
|
|
|
$
|
2,318,530
|
|
|
$
|
2,258,605
|
|
Far East
|
|
177,654
|
|
|
194,296
|
|
|
193,725
|
|
|||
Canada
|
|
57,186
|
|
|
58,883
|
|
|
60,783
|
|
|||
Total net sales
|
|
$
|
2,577,430
|
|
|
$
|
2,571,709
|
|
|
$
|
2,513,113
|
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
417,198
|
|
|
$
|
412,822
|
|
|
$
|
344,413
|
|
Canada
|
|
8,596
|
|
|
8,773
|
|
|
7,159
|
|
|||
Far East
|
|
2,193
|
|
|
2,336
|
|
|
2,454
|
|
|||
Latin America, Europe and other
|
|
271
|
|
|
248
|
|
|
236
|
|
|||
Total long-lived assets
|
|
$
|
428,258
|
|
|
$
|
424,179
|
|
|
$
|
354,262
|
|
($ thousands)
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
||
Land and buildings
|
|
$
|
38,300
|
|
|
$
|
40,078
|
|
Leasehold improvements
|
|
196,960
|
|
|
183,466
|
|
||
Technology equipment
|
|
49,575
|
|
|
53,406
|
|
||
Machinery and equipment
|
|
35,805
|
|
|
35,988
|
|
||
Furniture and fixtures
|
|
121,186
|
|
|
117,254
|
|
||
Construction in progress
|
|
33,924
|
|
|
8,504
|
|
||
Property and equipment
|
|
475,750
|
|
|
438,696
|
|
||
Allowances for depreciation
|
|
(296,740
|
)
|
|
(288,953
|
)
|
||
Property and equipment, net
|
|
$
|
179,010
|
|
|
$
|
149,743
|
|
($ thousands)
|
January 30, 2016
|
|
|
January 31, 2015
|
|
||
|
|
|
|
||||
Intangible Assets
|
|
|
|
||||
Famous Footwear
|
$
|
2,800
|
|
|
$
|
2,800
|
|
Brand Portfolio
|
183,068
|
|
|
183,068
|
|
||
Total intangible assets
|
185,868
|
|
|
185,868
|
|
||
Accumulated amortization
|
(68,923
|
)
|
|
(65,235
|
)
|
||
Total intangible assets, net
|
116,945
|
|
|
120,633
|
|
||
Goodwill
|
|
|
|
||||
Brand Portfolio
|
13,954
|
|
|
13,954
|
|
||
Total goodwill
|
13,954
|
|
|
13,954
|
|
||
Goodwill and intangible assets, net
|
$
|
130,899
|
|
|
$
|
134,587
|
|
|
|
|
|
|
|
Year
|
Percentage
|
|
2018
|
104.688
|
%
|
2019
|
103.125
|
%
|
2020
|
101.563
|
%
|
2021 and thereafter
|
100.000
|
%
|
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Minimum rent
|
|
$
|
149,902
|
|
|
$
|
143,050
|
|
|
$
|
143,958
|
|
Contingent rent
|
|
520
|
|
|
971
|
|
|
942
|
|
|||
Sublease income
|
|
(1,223
|
)
|
|
(1,197
|
)
|
|
(1,170
|
)
|
|||
Total
|
|
$
|
149,199
|
|
|
$
|
142,824
|
|
|
$
|
143,730
|
|
($ thousands)
|
|
|
||
2016
|
|
$
|
159,730
|
|
2017
|
|
131,519
|
|
|
2018
|
|
106,567
|
|
|
2019
|
|
84,928
|
|
|
2020
|
|
69,098
|
|
|
Thereafter
|
|
205,742
|
|
|
Total minimum operating lease payments
|
|
$
|
757,584
|
|
(U.S. $ equivalent in thousands)
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
||
Financial Instruments
|
|
|
|
|
||||
U.S. dollars (purchased by the Company’s Canadian division with Canadian dollars)
|
|
$
|
14,118
|
|
|
$
|
19,633
|
|
Euro
|
|
15,499
|
|
|
16,152
|
|
||
Chinese yuan
|
|
14,623
|
|
|
14,512
|
|
||
Japanese yen
|
|
1,159
|
|
|
1,523
|
|
||
United Arab Emirates dirham
|
|
930
|
|
|
970
|
|
||
New Taiwanese dollars
|
|
570
|
|
|
599
|
|
||
Other currencies
|
|
219
|
|
|
—
|
|
||
Total financial instruments
|
|
$
|
47,118
|
|
|
$
|
53,389
|
|
($ in thousands)
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
Fair Value
|
|
|
Balance Sheet Location
|
Fair Value
|
|
||||
Foreign exchange forwards contracts:
|
|
|
|
|
|
|
|||||
January 30, 2016
|
Prepaid expenses and other current assets
|
|
$
|
1,000
|
|
|
Other accrued expenses
|
|
$
|
846
|
|
January 31, 2015
|
Prepaid expenses and other current assets
|
|
$
|
1,863
|
|
|
Other accrued expenses
|
|
$
|
1,784
|
|
|
|
2015
|
|
2014
|
||||||||||||
Foreign exchange forward contracts:
Income Statement Classification Gains (Losses) - Realized |
|
Gain (Loss)
Recognized in OCI on Derivatives |
|
|
Gain (Loss) Reclassified
from Accumulated OCI into Earnings |
|
|
Gain (loss)
Recognized in OCI on Derivatives |
|
|
Gain (loss) Reclassified
from Accumulated OCI into Earnings |
|
||||
Net sales
|
|
$
|
57
|
|
|
$
|
147
|
|
|
$
|
166
|
|
|
$
|
93
|
|
Cost of goods sold
|
|
1,028
|
|
|
(27
|
)
|
|
(693
|
)
|
|
113
|
|
||||
Selling and administrative expenses
|
|
(907
|
)
|
|
(297
|
)
|
|
(271
|
)
|
|
(64
|
)
|
||||
Interest expense
|
|
(17
|
)
|
|
—
|
|
|
18
|
|
|
—
|
|
•
|
Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
|
•
|
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and
|
•
|
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Fair Value Measurements
|
|||||||||||||
($ thousands)
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Asset (Liability)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
As of January 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
|
$
|
100,694
|
|
|
$
|
100,694
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
|
3,383
|
|
|
3,383
|
|
|
—
|
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
|
(3,383
|
)
|
|
(3,383
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
|
(1,728
|
)
|
|
(1,728
|
)
|
|
—
|
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
|
(8,879
|
)
|
|
(8,879
|
)
|
|
—
|
|
|
—
|
|
||||
Performance share units
|
|
(3,780
|
)
|
|
(3,780
|
)
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments, net
|
|
154
|
|
|
—
|
|
|
154
|
|
|
—
|
|
||||
Secured convertible note
|
|
7,117
|
|
|
—
|
|
|
—
|
|
|
7,117
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
As of January 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
|
$
|
35,533
|
|
|
$
|
35,533
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
|
2,904
|
|
|
2,904
|
|
|
—
|
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
|
(2,904
|
)
|
|
(2,904
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
|
(2,066
|
)
|
|
(2,066
|
)
|
|
—
|
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
|
(8,857
|
)
|
|
(8,857
|
)
|
|
—
|
|
|
—
|
|
||||
Performance share units
|
|
(5,147
|
)
|
|
(5,147
|
)
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments, net
|
|
79
|
|
|
—
|
|
|
79
|
|
|
—
|
|
||||
Secured convertible note
|
|
6,957
|
|
|
—
|
|
|
—
|
|
|
6,957
|
|
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||||||||||
|
|
Carrying Value
|
|
(1)
|
|
Fair Value
|
|
|
Carrying Value
|
|
(1)
|
|
Fair Value
|
|
||||
($ thousands)
|
|
|
||||||||||||||||
Long-term debt
|
|
$
|
196,544
|
|
|
|
$
|
196,000
|
|
|
$
|
196,712
|
|
|
|
$
|
208,000
|
|
(1)
|
The carrying value of the long-term debt is net of deferred issuance costs of $3.5 million and $2.5 million as of January 30, 2016 and January 31, 2015, respectively, as a result of the adoption of ASU 2015-03, as further discussed in Note 1 to the consolidated financial statements.
|
($ thousands)
|
Foreign Currency Translation
|
|
|
Pension and Other Postretirement Transactions
(1)
|
|
|
Derivative Transactions
(2)
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
||||
Balance at February 2, 2013
|
$
|
6,912
|
|
|
$
|
(5,947
|
)
|
|
$
|
(81
|
)
|
|
$
|
884
|
|
Other comprehensive (loss) income before reclassifications
|
(4,556
|
)
|
|
19,136
|
|
|
1,260
|
|
|
15,840
|
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
617
|
|
|
(670
|
)
|
|
(53
|
)
|
||||
Tax (benefit) provision
|
—
|
|
|
(224
|
)
|
|
229
|
|
|
5
|
|
||||
Net reclassifications
|
—
|
|
|
393
|
|
|
(441
|
)
|
|
(48
|
)
|
||||
Other comprehensive (loss) income
|
(4,556
|
)
|
|
19,529
|
|
|
819
|
|
|
15,792
|
|
||||
Balance at February 1, 2014
|
$
|
2,356
|
|
|
$
|
13,582
|
|
|
$
|
738
|
|
|
$
|
16,676
|
|
Other comprehensive loss before reclassifications
|
(3,101
|
)
|
|
(10,235
|
)
|
|
(411
|
)
|
|
(13,747
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
(204
|
)
|
|
(142
|
)
|
|
(346
|
)
|
||||
Tax provision
|
—
|
|
|
90
|
|
|
39
|
|
|
129
|
|
||||
Net reclassifications
|
—
|
|
|
(114
|
)
|
|
(103
|
)
|
|
(217
|
)
|
||||
Other comprehensive loss
|
(3,101
|
)
|
|
(10,349
|
)
|
|
(514
|
)
|
|
(13,964
|
)
|
||||
Balance at January 31, 2015
|
$
|
(745
|
)
|
|
$
|
3,233
|
|
|
$
|
224
|
|
|
$
|
2,712
|
|
Other comprehensive (loss) income before reclassifications
|
(155
|
)
|
|
(7,559
|
)
|
|
74
|
|
|
(7,640
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
—
|
|
|
(1,706
|
)
|
|
177
|
|
|
(1,529
|
)
|
||||
Tax provision (benefit)
|
—
|
|
|
676
|
|
|
(83
|
)
|
|
593
|
|
||||
Net reclassifications
|
—
|
|
|
(1,030
|
)
|
|
94
|
|
|
(936
|
)
|
||||
Other comprehensive (loss) income
|
(155
|
)
|
|
(8,589
|
)
|
|
168
|
|
|
(8,576
|
)
|
||||
Balance at January 30, 2016
|
$
|
(900
|
)
|
|
$
|
(5,356
|
)
|
|
$
|
392
|
|
|
$
|
(5,864
|
)
|
(1)
|
Amounts reclassified are included in selling and administrative expenses. Refer to Note 5 to the consolidated financial statements for additional information related to pension and other postretirement benefits.
|
(2)
|
Amounts reclassified are included in net sales, costs of goods sold and selling and administrative expenses. Refer to Note 12 and Note 13 to the consolidated financial statements for additional information related to derivative financial instruments.
|
|
|
|
|
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Expense (income) for share-based compensation plans, net of forfeitures:
|
|
|
|
|
|
|
||||||
Stock options
|
|
$
|
66
|
|
|
$
|
(46
|
)
|
|
$
|
248
|
|
Stock performance awards
|
|
1,398
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock grants
|
|
6,027
|
|
|
6,236
|
|
|
5,319
|
|
|||
Total share-based compensation expense
|
|
7,491
|
|
|
6,190
|
|
|
5,567
|
|
|||
Less: Income tax benefit
|
|
2,937
|
|
|
2,397
|
|
|
2,136
|
|
|||
Total share-based compensation expense, net of income tax benefit
|
|
$
|
4,554
|
|
|
$
|
3,793
|
|
|
$
|
3,431
|
|
|
|
Number of Nonvested Restricted Shares
|
|
|
Weighted-Average Grant Date Fair Value
|
|
Nonvested at February 2, 2013
|
|
2,110,325
|
|
|
$10.14
|
|
Granted
|
|
411,735
|
|
|
17.47
|
|
Vested
|
|
(658,712
|
)
|
|
6.22
|
|
Forfeited
|
|
(163,250
|
)
|
|
12.04
|
|
Nonvested at February 1, 2014
|
|
1,700,098
|
|
|
13.25
|
|
Granted
|
|
281,710
|
|
|
28.17
|
|
Vested
|
|
(364,238
|
)
|
|
14.21
|
|
Forfeited
|
|
(55,100
|
)
|
|
15.89
|
|
Nonvested at January 31, 2015
|
|
1,562,470
|
|
|
15.61
|
|
Granted
|
|
318,921
|
|
|
30.02
|
|
Vested
|
|
(492,092
|
)
|
|
14.10
|
|
Forfeited
|
|
(126,850
|
)
|
|
18.74
|
|
Nonvested at January 30, 2016
|
|
1,262,449
|
|
|
$19.55
|
|
|
Number of
Performance Share Awards at Target Level |
|
|
Number of
Nonvested Performance Share Awards at Maximum Level |
|
|
Weighted-Average
Grant Date Fair Value |
|
Nonvested at February 2, 2013
|
|
222,325
|
|
|
382,525
|
|
|
$12.67
|
|
Granted (award of units payable in cash)
|
|
70,225
|
|
|
140,450
|
|
|
17.00
|
|
Vested
|
|
(117,250
|
)
|
|
(175,875
|
)
|
|
15.20
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(10,775
|
)
|
|
(18,050
|
)
|
|
13.09
|
|
Nonvested at February 1, 2014
|
|
164,525
|
|
|
329,050
|
|
|
12.69
|
|
Granted (award of units payable in cash)
|
|
88,185
|
|
|
176,370
|
|
|
28.18
|
|
Vested
|
|
(84,275
|
)
|
|
(168,550
|
)
|
|
9.27
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(19,900
|
)
|
|
(39,800
|
)
|
|
15.96
|
|
Nonvested at January 31, 2015
|
|
148,535
|
|
|
297,070
|
|
|
23.39
|
|
Granted (award payable in shares)
|
|
177,921
|
|
|
355,842
|
|
|
30.12
|
|
Vested
|
|
(15,182
|
)
|
|
(30,364
|
)
|
|
24.71
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(3,750
|
)
|
|
(7,500
|
)
|
|
29.47
|
|
Nonvested at January 30, 2016
|
|
307,524
|
|
|
615,048
|
|
|
$27.14
|
|
|
|
|
2015
|
|
|
2013
|
|
Dividend yield
|
|
|
|
1.0
|
%
|
|
1.7
|
%
|
Expected volatility
|
|
|
|
45.5
|
%
|
|
67.7
|
%
|
Risk-free interest rate
|
|
|
|
1.8
|
%
|
|
1.3
|
%
|
Expected term (in years)
|
|
|
|
7
|
|
|
7
|
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||
Exercise Price Range
|
|
Number of
Options |
|
|
Weighted-
Average Remaining Life (Years) |
|
Weighted-
Average Exercise Price |
|
Number of
Options |
|
|
Weighted-
Average Remaining Life (Years) |
|
Weighted-
Average Exercise Price |
$3.33 - $11.54
|
|
71,625
|
|
|
4.2
|
|
$6.36
|
|
54,625
|
|
|
4.5
|
|
$7.09
|
$11.55 - $14.45
|
|
61,000
|
|
|
4.1
|
|
13.99
|
|
61,000
|
|
|
4.1
|
|
13.99
|
$14.46 - $15.35
|
|
20,750
|
|
|
3.9
|
|
15.20
|
|
20,750
|
|
|
3.9
|
|
15.20
|
$15.36 - $22.44
|
|
63,006
|
|
|
0.5
|
|
20.96
|
|
63,006
|
|
|
0.5
|
|
20.96
|
$22.45 - $35.25
|
|
84,914
|
|
|
2.5
|
|
32.50
|
|
68,247
|
|
|
1.0
|
|
33.31
|
|
|
301,295
|
|
|
2.9
|
|
$18.93
|
|
267,628
|
|
|
2.5
|
|
$19.24
|
|
|
Number of
Options |
|
|
Weighted-Average
Exercise Price |
|
Outstanding at January 31, 2015
|
|
416,803
|
|
|
$17.75
|
|
Granted
|
|
16,667
|
|
|
29.18
|
|
Exercised
|
|
(88,224
|
)
|
|
15.58
|
|
Forfeited
|
|
(7,500
|
)
|
|
35.25
|
|
Canceled or expired
|
|
(36,451
|
)
|
|
14.91
|
|
Outstanding at January 30, 2016
|
|
301,295
|
|
|
$18.93
|
|
Exercisable at January 30, 2016
|
|
267,628
|
|
|
$19.24
|
|
|
Number of
Nonvested Options |
|
|
Weighted-Average
Grant Date Fair Value |
|
|
Nonvested at January 31, 2015
|
|
36,625
|
|
|
$
|
3.28
|
|
Granted
|
|
16,667
|
|
|
12.81
|
|
|
Vested
|
|
(19,625
|
)
|
|
4.72
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Nonvested at January 30, 2016
|
|
33,667
|
|
|
$
|
7.16
|
|
($ thousands, except per unit amounts)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||
Weighted-average grant date fair value of RSUs granted
(1)
|
|
$
|
31.54
|
|
|
$
|
28.69
|
|
|
$
|
21.33
|
|
|
Fair value of RSUs vested
|
|
1,049
|
|
|
1,558
|
|
|
1,600
|
|
||||
RSUs settled
|
|
21,698
|
|
|
57,260
|
|
|
9,905
|
|
||||
(1)
|
Includes dividend equivalents granted on outstanding RSUs, which vest immediately.
|
($ thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Compensation expense
|
|
$
|
704
|
|
|
$
|
2,707
|
|
|
$
|
3,258
|
|
Income tax benefit
|
|
(276
|
)
|
|
(1,053
|
)
|
|
(1,267
|
)
|
|||
Compensation expense, net of income tax benefit
|
|
$
|
428
|
|
|
$
|
1,654
|
|
|
$
|
1,991
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||||||
AS OF JANUARY 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
31,000
|
|
|
$
|
—
|
|
|
$
|
87,151
|
|
|
$
|
—
|
|
|
$
|
118,151
|
|
Receivables, net
|
110,235
|
|
|
2,290
|
|
|
41,139
|
|
|
—
|
|
|
153,664
|
|
|||||
Inventories, net
|
151,704
|
|
|
371,538
|
|
|
23,503
|
|
|
—
|
|
|
546,745
|
|
|||||
Prepaid expenses and other current assets
|
29,765
|
|
|
24,597
|
|
|
8,109
|
|
|
(5,966
|
)
|
|
56,505
|
|
|||||
Intercompany receivable - current
|
650
|
|
|
176
|
|
|
6,877
|
|
|
(7,703
|
)
|
|
—
|
|
|||||
Total current assets
|
323,354
|
|
|
398,601
|
|
|
166,779
|
|
|
(13,669
|
)
|
|
875,065
|
|
|||||
Property and equipment, net
|
32,538
|
|
|
136,223
|
|
|
10,249
|
|
|
—
|
|
|
179,010
|
|
|||||
Goodwill and intangible assets, net
|
115,558
|
|
|
2,800
|
|
|
12,541
|
|
|
—
|
|
|
130,899
|
|
|||||
Other assets
|
94,767
|
|
|
15,772
|
|
|
7,810
|
|
|
—
|
|
|
118,349
|
|
|||||
Investment in subsidiaries
|
1,028,143
|
|
|
—
|
|
|
(19,524
|
)
|
|
(1,008,619
|
)
|
|
—
|
|
|||||
Intercompany receivable - noncurrent
|
431,523
|
|
|
354,038
|
|
|
556,259
|
|
|
(1,341,820
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
2,025,883
|
|
|
$
|
907,434
|
|
|
$
|
734,114
|
|
|
$
|
(2,364,108
|
)
|
|
$
|
1,303,323
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
78,332
|
|
|
$
|
123,274
|
|
|
$
|
36,196
|
|
|
$
|
—
|
|
|
$
|
237,802
|
|
Other accrued expenses
|
80,053
|
|
|
62,729
|
|
|
15,681
|
|
|
(5,966
|
)
|
|
152,497
|
|
|||||
Intercompany payable - current
|
4,394
|
|
|
—
|
|
|
3,309
|
|
|
(7,703
|
)
|
|
—
|
|
|||||
Total current liabilities
|
162,779
|
|
|
186,003
|
|
|
55,186
|
|
|
(13,669
|
)
|
|
390,299
|
|
|||||
Other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
196,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,544
|
|
|||||
Other liabilities
|
44,011
|
|
|
66,302
|
|
|
3,695
|
|
|
—
|
|
|
114,008
|
|
|||||
Intercompany payable - noncurrent
|
1,021,065
|
|
|
39,175
|
|
|
281,580
|
|
|
(1,341,820
|
)
|
|
—
|
|
|||||
Total other liabilities
|
1,261,620
|
|
|
105,477
|
|
|
285,275
|
|
|
(1,341,820
|
)
|
|
310,552
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Caleres, Inc. shareholders’ equity
|
601,484
|
|
|
615,954
|
|
|
392,665
|
|
|
(1,008,619
|
)
|
|
601,484
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
988
|
|
|
—
|
|
|
988
|
|
|||||
Total equity
|
601,484
|
|
|
615,954
|
|
|
393,653
|
|
|
(1,008,619
|
)
|
|
602,472
|
|
|||||
Total liabilities and equity
|
$
|
2,025,883
|
|
|
$
|
907,434
|
|
|
$
|
734,114
|
|
|
$
|
(2,364,108
|
)
|
|
$
|
1,303,323
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
819,148
|
|
|
$
|
1,652,444
|
|
|
$
|
268,779
|
|
|
$
|
(162,941
|
)
|
|
$
|
2,577,430
|
|
Cost of goods sold
|
591,539
|
|
|
905,412
|
|
|
162,384
|
|
|
(129,708
|
)
|
|
1,529,627
|
|
|||||
Gross profit
|
227,609
|
|
|
747,032
|
|
|
106,395
|
|
|
(33,233
|
)
|
|
1,047,803
|
|
|||||
Selling and administrative expenses
|
235,210
|
|
|
649,020
|
|
|
61,699
|
|
|
(33,233
|
)
|
|
912,696
|
|
|||||
Operating (loss) earnings
|
(7,601
|
)
|
|
98,012
|
|
|
44,696
|
|
|
—
|
|
|
135,107
|
|
|||||
Interest expense
|
(16,588
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(16,589
|
)
|
|||||
Loss on early extinguishment of debt
|
(10,651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,651
|
)
|
|||||
Interest income
|
695
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
899
|
|
|||||
Intercompany interest income (expense)
|
14,363
|
|
|
(14,581
|
)
|
|
218
|
|
|
—
|
|
|
—
|
|
|||||
(Loss) earnings before income taxes
|
(19,782
|
)
|
|
83,430
|
|
|
45,118
|
|
|
—
|
|
|
108,766
|
|
|||||
Income tax benefit (provision)
|
8,755
|
|
|
(29,475
|
)
|
|
(6,222
|
)
|
|
—
|
|
|
(26,942
|
)
|
|||||
Equity in earnings (loss) of subsidiaries, net of tax
|
92,506
|
|
|
—
|
|
|
(616
|
)
|
|
(91,890
|
)
|
|
—
|
|
|||||
Net earnings
|
81,479
|
|
|
53,955
|
|
|
38,280
|
|
|
(91,890
|
)
|
|
81,824
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
345
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
81,479
|
|
|
$
|
53,955
|
|
|
$
|
37,935
|
|
|
$
|
(91,890
|
)
|
|
$
|
81,479
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net earnings
|
$
|
81,479
|
|
|
$
|
53,955
|
|
|
$
|
38,280
|
|
|
$
|
(91,890
|
)
|
|
$
|
81,824
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
|||||
Pension and other postretirement benefits adjustments
|
(8,838
|
)
|
|
—
|
|
|
249
|
|
|
—
|
|
|
(8,589
|
)
|
|||||
Derivative financial instruments
|
628
|
|
|
—
|
|
|
(460
|
)
|
|
—
|
|
|
168
|
|
|||||
Other comprehensive loss from investment in subsidiaries
|
(366
|
)
|
|
—
|
|
|
—
|
|
|
366
|
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
(8,576
|
)
|
|
—
|
|
|
(435
|
)
|
|
366
|
|
|
(8,645
|
)
|
|||||
Comprehensive income
|
72,903
|
|
|
53,955
|
|
|
37,845
|
|
|
(91,524
|
)
|
|
73,179
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
276
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
72,903
|
|
|
$
|
53,955
|
|
|
$
|
37,569
|
|
|
$
|
(91,524
|
)
|
|
$
|
72,903
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash (used for) provided by operating activities
|
$
|
(1,259
|
)
|
|
$
|
99,222
|
|
|
$
|
51,189
|
|
|
—
|
|
|
$
|
149,152
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(14,585
|
)
|
|
(56,382
|
)
|
|
(2,512
|
)
|
|
—
|
|
|
(73,479
|
)
|
|||||
Proceeds from disposal of property and equipment
|
7,111
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
7,433
|
|
|||||
Capitalized software
|
(5,197
|
)
|
|
(2,538
|
)
|
|
—
|
|
|
—
|
|
|
(7,735
|
)
|
|||||
Intercompany investing
|
(568
|
)
|
|
568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used for investing activities
|
(13,239
|
)
|
|
(58,352
|
)
|
|
(2,190
|
)
|
|
—
|
|
|
(73,781
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
198,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198,000
|
|
|||||
Repayments under revolving credit agreement
|
(198,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198,000
|
)
|
|||||
Proceeds from issuance of 2023 senior notes
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Redemption of 2019 senior notes
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|||||
Dividends paid
|
(12,253
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,253
|
)
|
|||||
Debt issuance costs
|
(3,650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,650
|
)
|
|||||
Acquisition of treasury stock
|
(4,921
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,921
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(5,297
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,297
|
)
|
|||||
Excess tax benefit related to share-based plans
|
2,651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,651
|
|
|||||
Intercompany financing
|
55,077
|
|
|
(40,870
|
)
|
|
(14,207
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
31,607
|
|
|
(40,870
|
)
|
|
(14,207
|
)
|
|
—
|
|
|
(23,470
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1,153
|
)
|
|
—
|
|
|
(1,153
|
)
|
|||||
Increase in cash and cash equivalents
|
17,109
|
|
|
—
|
|
|
33,639
|
|
|
—
|
|
|
50,748
|
|
|||||
Cash and cash equivalents at beginning of year
|
13,891
|
|
|
—
|
|
|
53,512
|
|
|
—
|
|
|
67,403
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
31,000
|
|
|
$
|
—
|
|
|
$
|
87,151
|
|
|
$
|
—
|
|
|
$
|
118,151
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||||||
AS OF JANUARY 31, 2015
|
|||||||||||||||||||
|
|
|
|
|
Non- Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
13,891
|
|
|
$
|
—
|
|
|
$
|
53,512
|
|
|
$
|
—
|
|
|
$
|
67,403
|
|
Receivables, net
|
89,030
|
|
|
5,398
|
|
|
42,218
|
|
|
—
|
|
|
136,646
|
|
|||||
Inventories, net
|
148,082
|
|
|
376,254
|
|
|
18,767
|
|
|
—
|
|
|
543,103
|
|
|||||
Prepaid expenses and other current assets
|
40,746
|
|
|
20,777
|
|
|
8,964
|
|
|
(27,491
|
)
|
|
42,996
|
|
|||||
Intercompany receivable - current
|
1,194
|
|
|
—
|
|
|
8,750
|
|
|
(9,944
|
)
|
|
—
|
|
|||||
Total current assets
|
292,943
|
|
|
402,429
|
|
|
132,211
|
|
|
(37,435
|
)
|
|
790,148
|
|
|||||
Property and equipment, net
|
29,237
|
|
|
109,720
|
|
|
10,786
|
|
|
—
|
|
|
149,743
|
|
|||||
Goodwill and intangible assets, net
|
117,792
|
|
|
2,800
|
|
|
13,995
|
|
|
—
|
|
|
134,587
|
|
|||||
Other assets
|
112,185
|
|
|
13,733
|
|
|
13,931
|
|
|
—
|
|
|
139,849
|
|
|||||
Investment in subsidiaries
|
956,831
|
|
|
—
|
|
|
(18,909
|
)
|
|
(937,922
|
)
|
|
—
|
|
|||||
Intercompany receivable - noncurrent
|
459,774
|
|
|
306,871
|
|
|
539,396
|
|
|
(1,306,041
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
1,968,762
|
|
|
$
|
835,553
|
|
|
$
|
691,410
|
|
|
$
|
(2,281,398
|
)
|
|
$
|
1,214,327
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
60,377
|
|
|
$
|
114,208
|
|
|
$
|
41,336
|
|
|
$
|
—
|
|
|
$
|
215,921
|
|
Other accrued expenses
|
83,170
|
|
|
85,638
|
|
|
12,301
|
|
|
(27,491
|
)
|
|
153,618
|
|
|||||
Intercompany payable - current
|
4,948
|
|
|
—
|
|
|
4,996
|
|
|
(9,944
|
)
|
|
—
|
|
|||||
Total current liabilities
|
148,495
|
|
|
199,846
|
|
|
58,633
|
|
|
(37,435
|
)
|
|
369,539
|
|
|||||
Other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
196,712
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,712
|
|
|||||
Other liabilities
|
69,391
|
|
|
32,574
|
|
|
4,489
|
|
|
—
|
|
|
106,454
|
|
|||||
Intercompany payable - noncurrent
|
1,013,254
|
|
|
21,078
|
|
|
271,709
|
|
|
(1,306,041
|
)
|
|
—
|
|
|||||
Total other liabilities
|
1,279,357
|
|
|
53,652
|
|
|
276,198
|
|
|
(1,306,041
|
)
|
|
303,166
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Caleres, Inc. shareholders’ equity
|
540,910
|
|
|
582,055
|
|
|
355,867
|
|
|
(937,922
|
)
|
|
540,910
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
712
|
|
|
—
|
|
|
712
|
|
|||||
Total equity
|
540,910
|
|
|
582,055
|
|
|
356,579
|
|
|
(937,922
|
)
|
|
541,622
|
|
|||||
Total liabilities and equity
|
$
|
1,968,762
|
|
|
$
|
835,553
|
|
|
$
|
691,410
|
|
|
$
|
(2,281,398
|
)
|
|
$
|
1,214,327
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 31, 2015
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net sales
|
$
|
788,708
|
|
|
$
|
1,634,375
|
|
|
$
|
329,765
|
|
|
$
|
(181,139
|
)
|
|
$
|
2,571,709
|
|
Cost of goods sold
|
570,343
|
|
|
899,968
|
|
|
213,716
|
|
|
(152,418
|
)
|
|
1,531,609
|
|
|||||
Gross profit
|
218,365
|
|
|
734,407
|
|
|
116,049
|
|
|
(28,721
|
)
|
|
1,040,100
|
|
|||||
Selling and administrative expenses
|
231,141
|
|
|
633,073
|
|
|
75,189
|
|
|
(28,721
|
)
|
|
910,682
|
|
|||||
Restructuring and other special charges, net
|
3,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,484
|
|
|||||
Operating (loss) earnings
|
(16,260
|
)
|
|
101,334
|
|
|
40,860
|
|
|
—
|
|
|
125,934
|
|
|||||
Interest expense
|
(20,444
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(20,445
|
)
|
|||||
Loss on early extinguishment of debt
|
(420
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(420
|
)
|
|||||
Interest income
|
31
|
|
|
—
|
|
|
348
|
|
|
—
|
|
|
379
|
|
|||||
Intercompany interest income (expense)
|
12,115
|
|
|
(12,826
|
)
|
|
711
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of subsidiary
|
—
|
|
|
—
|
|
|
4,679
|
|
|
—
|
|
|
4,679
|
|
|||||
(Loss) earnings before income taxes
|
(24,978
|
)
|
|
88,507
|
|
|
46,598
|
|
|
—
|
|
|
110,127
|
|
|||||
Income tax benefit (provision)
|
10,599
|
|
|
(34,710
|
)
|
|
(3,073
|
)
|
|
—
|
|
|
(27,184
|
)
|
|||||
Equity in earnings of subsidiaries, net of tax
|
97,229
|
|
|
—
|
|
|
37
|
|
|
(97,266
|
)
|
|
—
|
|
|||||
Net earnings
|
82,850
|
|
|
53,797
|
|
|
43,562
|
|
|
(97,266
|
)
|
|
82,943
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
82,850
|
|
|
$
|
53,797
|
|
|
$
|
43,469
|
|
|
$
|
(97,266
|
)
|
|
$
|
82,850
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 31, 2015
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net earnings
|
$
|
82,850
|
|
|
$
|
53,797
|
|
|
$
|
43,562
|
|
|
$
|
(97,266
|
)
|
|
$
|
82,943
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(3,145
|
)
|
|
—
|
|
|
(3,145
|
)
|
|||||
Pension and other postretirement benefits adjustments
|
(10,003
|
)
|
|
—
|
|
|
(346
|
)
|
|
—
|
|
|
(10,349
|
)
|
|||||
Derivative financial instruments
|
(1,250
|
)
|
|
—
|
|
|
736
|
|
|
—
|
|
|
(514
|
)
|
|||||
Other comprehensive loss from investment in subsidiaries
|
(2,711
|
)
|
|
—
|
|
|
—
|
|
|
2,711
|
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
(13,964
|
)
|
|
—
|
|
|
(2,755
|
)
|
|
2,711
|
|
|
(14,008
|
)
|
|||||
Comprehensive income
|
68,886
|
|
|
53,797
|
|
|
40,807
|
|
|
(94,555
|
)
|
|
68,935
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
68,886
|
|
|
$
|
53,797
|
|
|
$
|
40,758
|
|
|
$
|
(94,555
|
)
|
|
$
|
68,886
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 31, 2015
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash (used for) provided by operating activities
|
$
|
(11,728
|
)
|
|
$
|
99,709
|
|
|
$
|
30,831
|
|
|
$
|
—
|
|
|
$
|
118,812
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(7,129
|
)
|
|
(33,067
|
)
|
|
(4,756
|
)
|
|
—
|
|
|
(44,952
|
)
|
|||||
Capitalized software
|
(4,834
|
)
|
|
(194
|
)
|
|
(58
|
)
|
|
—
|
|
|
(5,086
|
)
|
|||||
Acquisition of trademarks
|
(65,065
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,065
|
)
|
|||||
Investment in nonconsolidated affiliate
|
—
|
|
|
—
|
|
|
(7,000
|
)
|
|
—
|
|
|
(7,000
|
)
|
|||||
Net proceeds from sale of subsidiaries, inclusive of note receivable
|
—
|
|
|
—
|
|
|
10,120
|
|
|
—
|
|
|
10,120
|
|
|||||
Intercompany investing
|
(2,314
|
)
|
|
(124
|
)
|
|
2,438
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by investing activities
|
(79,342
|
)
|
|
(33,385
|
)
|
|
744
|
|
|
—
|
|
|
(111,983
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
867,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
867,000
|
|
|||||
Repayments under revolving credit agreement
|
(874,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(874,000
|
)
|
|||||
Dividends paid
|
(12,237
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,237
|
)
|
|||||
Debt issuance costs
|
(2,618
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,618
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|||||
Excess tax benefit related to share-based plans
|
929
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
929
|
|
|||||
Intercompany financing
|
125,444
|
|
|
(66,324
|
)
|
|
(59,120
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
104,961
|
|
|
(66,324
|
)
|
|
(59,120
|
)
|
|
—
|
|
|
(20,483
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1,489
|
)
|
|
—
|
|
|
(1,489
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
13,891
|
|
|
—
|
|
|
(29,034
|
)
|
|
—
|
|
|
(15,143
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
—
|
|
|
82,546
|
|
|
—
|
|
|
82,546
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
13,891
|
|
|
$
|
—
|
|
|
$
|
53,512
|
|
|
$
|
—
|
|
|
$
|
67,403
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2014
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net sales
|
$
|
733,996
|
|
|
$
|
1,631,755
|
|
|
$
|
361,277
|
|
|
$
|
(213,915
|
)
|
|
$
|
2,513,113
|
|
Cost of goods sold
|
549,281
|
|
|
900,043
|
|
|
236,113
|
|
|
(186,612
|
)
|
|
1,498,825
|
|
|||||
Gross profit
|
184,715
|
|
|
731,712
|
|
|
125,164
|
|
|
(27,303
|
)
|
|
1,014,288
|
|
|||||
Selling and administrative expenses
|
217,902
|
|
|
629,405
|
|
|
89,745
|
|
|
(27,303
|
)
|
|
909,749
|
|
|||||
Restructuring and other special charges, net
|
686
|
|
|
—
|
|
|
576
|
|
|
—
|
|
|
1,262
|
|
|||||
Impairment of assets held for sale
|
—
|
|
|
—
|
|
|
4,660
|
|
|
—
|
|
|
4,660
|
|
|||||
Operating (loss) earnings
|
(33,873
|
)
|
|
102,307
|
|
|
30,183
|
|
|
—
|
|
|
98,617
|
|
|||||
Interest expense
|
(21,163
|
)
|
|
(1
|
)
|
|
(90
|
)
|
|
—
|
|
|
(21,254
|
)
|
|||||
Interest income
|
23
|
|
|
—
|
|
|
354
|
|
|
—
|
|
|
377
|
|
|||||
Intercompany interest income (expense)
|
13,414
|
|
|
(13,060
|
)
|
|
(354
|
)
|
|
—
|
|
|
—
|
|
|||||
(Loss) earnings before income taxes from continuing operations
|
(41,599
|
)
|
|
89,246
|
|
|
30,093
|
|
|
—
|
|
|
77,740
|
|
|||||
Income tax benefit (provision)
|
20,427
|
|
|
(35,727
|
)
|
|
(8,458
|
)
|
|
—
|
|
|
(23,758
|
)
|
|||||
Equity in earnings (loss) from continuing operations of subsidiaries, net of tax
|
75,331
|
|
|
—
|
|
|
(168
|
)
|
|
(75,163
|
)
|
|
—
|
|
|||||
Net earnings from continuing operations
|
54,159
|
|
|
53,519
|
|
|
21,467
|
|
|
(75,163
|
)
|
|
53,982
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
(5,296
|
)
|
|
—
|
|
|
722
|
|
|
—
|
|
|
(4,574
|
)
|
|||||
Disposition/impairment of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(11,512
|
)
|
|
—
|
|
|
(11,512
|
)
|
|||||
Equity in loss from discontinued operations of subsidiaries, net of tax
|
(10,790
|
)
|
|
—
|
|
|
—
|
|
|
10,790
|
|
|
—
|
|
|||||
Net loss from discontinued operations
|
(16,086
|
)
|
|
—
|
|
|
(10,790
|
)
|
|
10,790
|
|
|
(16,086
|
)
|
|||||
Net earnings
|
38,073
|
|
|
53,519
|
|
|
10,677
|
|
|
(64,373
|
)
|
|
37,896
|
|
|||||
Plus: Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
(177
|
)
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
38,073
|
|
|
$
|
53,519
|
|
|
$
|
10,854
|
|
|
$
|
(64,373
|
)
|
|
$
|
38,073
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2014
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net earnings
|
$
|
38,073
|
|
|
$
|
53,519
|
|
|
$
|
10,677
|
|
|
$
|
(64,373
|
)
|
|
$
|
37,896
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(4,538
|
)
|
|
—
|
|
|
(4,538
|
)
|
|||||
Pension and other postretirement benefits adjustments
|
19,114
|
|
|
—
|
|
|
415
|
|
|
—
|
|
|
19,529
|
|
|||||
Derivative financial instruments
|
(55
|
)
|
|
—
|
|
|
874
|
|
|
—
|
|
|
819
|
|
|||||
Other comprehensive loss from investment in subsidiaries
|
(3,317
|
)
|
|
—
|
|
|
—
|
|
|
3,317
|
|
|
—
|
|
|||||
Other comprehensive income (loss), net of tax
|
15,742
|
|
|
—
|
|
|
(3,249
|
)
|
|
3,317
|
|
|
15,810
|
|
|||||
Comprehensive income
|
53,815
|
|
|
53,519
|
|
|
7,428
|
|
|
(61,056
|
)
|
|
53,706
|
|
|||||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
(109
|
)
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
53,815
|
|
|
$
|
53,519
|
|
|
$
|
7,537
|
|
|
$
|
(61,056
|
)
|
|
$
|
53,815
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2014
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash provided by (used for) operating activities
|
$
|
60,886
|
|
|
$
|
62,603
|
|
|
$
|
(19,457
|
)
|
|
$
|
—
|
|
|
$
|
104,032
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(5,595
|
)
|
|
(34,606
|
)
|
|
(3,767
|
)
|
|
—
|
|
|
(43,968
|
)
|
|||||
Capitalized software
|
(4,920
|
)
|
|
(193
|
)
|
|
(122
|
)
|
|
—
|
|
|
(5,235
|
)
|
|||||
Net proceeds from sale of subsidiaries
|
—
|
|
|
—
|
|
|
69,347
|
|
|
—
|
|
|
69,347
|
|
|||||
Intercompany investing
|
(1,128
|
)
|
|
(247
|
)
|
|
1,375
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by investing activities
|
(11,643
|
)
|
|
(35,046
|
)
|
|
66,833
|
|
|
—
|
|
|
20,144
|
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
1,129,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,129,000
|
|
|||||
Repayments under revolving credit agreement
|
(1,227,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,227,000
|
)
|
|||||
Dividend paid
|
(12,105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,105
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
804
|
|
|||||
Excess tax benefit related to share-based plans
|
3,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,439
|
|
|||||
Contributions by noncontrolling interest
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|||||
Intercompany financing
|
56,619
|
|
|
(27,557
|
)
|
|
(29,062
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash used for by financing activities
|
(49,243
|
)
|
|
(27,557
|
)
|
|
(29,012
|
)
|
|
—
|
|
|
(105,812
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(4,041
|
)
|
|
—
|
|
|
(4,041
|
)
|
|||||
Increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
14,323
|
|
|
—
|
|
|
14,323
|
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
—
|
|
|
68,223
|
|
|
—
|
|
|
68,223
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,546
|
|
|
$
|
—
|
|
|
$
|
82,546
|
|
|
Quarters
|
||||||||||||||
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
||||
($ thousands, except per share amounts)
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 Weeks)
|
|
||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
602,283
|
|
|
$
|
637,834
|
|
|
$
|
728,639
|
|
|
$
|
608,674
|
|
Gross profit
|
248,526
|
|
|
262,795
|
|
|
288,434
|
|
|
248,048
|
|
||||
Net earnings
|
19,391
|
|
|
16,863
|
|
|
33,992
|
|
|
11,578
|
|
||||
Net earnings attributable to Caleres, Inc.
|
19,261
|
|
|
16,825
|
|
|
33,983
|
|
|
11,410
|
|
||||
Per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
(1)
|
0.44
|
|
|
0.38
|
|
|
0.78
|
|
|
0.26
|
|
||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
(1)
|
0.44
|
|
|
0.38
|
|
|
0.78
|
|
|
0.26
|
|
||||
Dividends paid
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
||||
Market value:
|
|
|
|
|
|
|
|
||||||||
High
|
33.33
|
|
|
33.83
|
|
|
33.73
|
|
|
31.75
|
|
||||
Low
|
27.22
|
|
|
28.91
|
|
|
27.90
|
|
|
23.22
|
|
|
Quarters
|
||||||||||||||
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
||||
($ thousands, except per share amounts)
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 Weeks)
|
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
591,162
|
|
|
$
|
635,877
|
|
|
$
|
729,277
|
|
|
$
|
615,393
|
|
Gross profit
|
242,341
|
|
|
259,642
|
|
|
290,730
|
|
|
247,387
|
|
||||
Net earnings
|
15,476
|
|
|
18,039
|
|
|
33,237
|
|
|
16,191
|
|
||||
Net earnings attributable to Caleres, Inc.
|
15,429
|
|
|
18,064
|
|
|
33,113
|
|
|
16,244
|
|
||||
Per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
(1)
|
0.35
|
|
|
0.41
|
|
|
0.76
|
|
|
0.37
|
|
||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
(1)
|
0.35
|
|
|
0.41
|
|
|
0.75
|
|
|
0.37
|
|
||||
Dividends paid
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
||||
Market value:
|
|
|
|
|
|
|
|
||||||||
High
|
28.73
|
|
|
29.65
|
|
|
32.31
|
|
|
33.67
|
|
||||
Low
|
22.30
|
|
|
23.14
|
|
|
25.30
|
|
|
26.39
|
|
Col. A
|
|
Col. B
|
|
Col. C
|
|
Col. D
|
|
Col. E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at Beginning of Period
|
|
|
Charged to Costs and Expenses
|
|
|
Charged to Other Accounts - Describe
|
|
|
Deductions - Describe
|
|
|
Balance at End of Period
|
|
|||||
|
|
|
|
|
|
|||||||||||||||
Description
|
|
|
|
|
|
|||||||||||||||
($ thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
YEAR ENDED JANUARY 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
|
$
|
2,235
|
|
|
$
|
480
|
|
|
$
|
—
|
|
|
$
|
420
|
|
(A)
|
$
|
2,295
|
|
Customer allowances
|
|
21,906
|
|
|
47,435
|
|
|
—
|
|
|
47,751
|
|
(B)
|
21,590
|
|
|||||
Customer discounts
|
|
1,252
|
|
|
2,624
|
|
|
—
|
|
|
2,981
|
|
(B)
|
895
|
|
|||||
Inventory valuation allowances
|
|
16,051
|
|
|
55,126
|
|
|
—
|
|
|
55,397
|
|
(C)
|
15,780
|
|
|||||
Deferred tax asset valuation allowance
|
|
11,514
|
|
|
670
|
|
|
—
|
|
|
5,640
|
|
(D)
|
6,544
|
|
|||||
YEAR ENDED JANUARY 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
|
$
|
832
|
|
|
$
|
1,716
|
|
|
$
|
—
|
|
|
$
|
313
|
|
(A)
|
$
|
2,235
|
|
Customer allowances
|
|
19,862
|
|
|
46,878
|
|
|
—
|
|
|
44,834
|
|
(B)
|
21,906
|
|
|||||
Customer discounts
|
|
776
|
|
|
3,519
|
|
|
—
|
|
|
3,043
|
|
(B)
|
1,252
|
|
|||||
Inventory valuation allowances
|
|
17,739
|
|
|
50,781
|
|
|
—
|
|
|
52,469
|
|
(C)
|
16,051
|
|
|||||
Deferred tax asset valuation allowance
|
|
13,949
|
|
|
714
|
|
|
—
|
|
|
3,149
|
|
(D)
|
11,514
|
|
|||||
YEAR ENDED FEBRUARY 1, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
|
$
|
973
|
|
|
$
|
602
|
|
|
$
|
—
|
|
|
$
|
743
|
|
(A)
|
$
|
832
|
|
Customer allowances
|
|
19,080
|
|
|
45,099
|
|
|
—
|
|
|
44,317
|
|
(B)
|
19,862
|
|
|||||
Customer discounts
|
|
489
|
|
|
4,809
|
|
|
—
|
|
|
4,522
|
|
(B)
|
776
|
|
|||||
Inventory valuation allowances
|
|
19,080
|
|
|
53,881
|
|
|
—
|
|
|
55,222
|
|
(C)
|
17,739
|
|
|||||
Deferred tax asset valuation allowance
|
|
8,014
|
|
|
6,490
|
|
|
—
|
|
|
555
|
|
(D)
|
13,949
|
|
(A)
|
Accounts written off, net of recoveries.
|
(B)
|
Discounts and allowances granted to wholesale customers of the Brand Portfolio segment.
|
(C)
|
Adjustment upon disposal of related inventories.
|
(D)
|
Reductions to the valuation allowance for the net operating loss carryforwards for certain states based on the Company’s expectations for utilization of net operating loss carryforwards.
|
|
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
|
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
|
|
ITEM 9B
|
OTHER INFORMATION
|
|
PART III
|
|
|
ITEM 10
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
|
ITEM 11
|
EXECUTIVE COMPENSATION
|
|
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Plan Category
|
(a)
|
|
(b)
|
|
(c)
|
|
||||||
Equity compensation plans approved by security holders
|
301,295
|
|
(1)
|
|
18.93
|
|
(1)
|
|
2,136,477
|
|
(2)
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total
|
301,295
|
|
|
|
18.93
|
|
|
|
2,136,477
|
|
|
|
(1)
|
Column (a) includes 301,295 outstanding stock options (includes vested and nonvested options). Performance share rights were disregarded for purposes of computing the weighted-average exercise price in column (b). This table excludes restricted stock units granted to independent directors and independent directors’ deferred compensation units, which are payable only in cash and are described further in Note 15 to the consolidated financial statements.
|
(2)
|
Represents our remaining shares available for award grants based upon the plan provisions, which reflects our practice to reserve shares for outstanding awards. Per our current practice, the number of securities available for grant has been reduced for stock option grants. Performance share awards are reserved based on the maximum payout level.
|
|
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
|
|
ITEM 14
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
PART IV
|
|
|
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
(a)
|
(1) and (2) The list of financial statements and Financial Statement Schedules required by this item is included in the Index on page 3 under
Financial Statements and Supplementary Data
. All other schedules specified under Regulation S-X have been omitted because they are not applicable, because they are not required or because the information required is included in the financial statements or notes thereto.
|
|
|
|
(3) Exhibits
|
|
Certain instruments defining the rights of holders of long-term debt securities of the Company are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K, and the Company hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
|
|
|
|
|
Exhibit
No.
|
Description
|
|
3.1
|
Restated Certificate of Incorporation of Caleres, Inc. (the “Company”) incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed June 1, 2015.
|
|
3.2
|
Bylaws of the Company as amended through May 28, 2015, incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K filed June 1, 2015.
|
|
4.1
|
Indenture for the 6.250% Senior Notes due 2023, dated July 27, 2015 among the Company, the subsidiary guarantors set forth therein, and Wells Fargo Bank, National Association, as trustee, as incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated and filed July 27, 2015.
|
|
4.2
|
Form of 6.250% Senior Notes due 2023 (included in Exhibit 4.1).
|
|
10.1
|
First Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 20, 2015 (the “Credit Agreement”), among the Company, as lead borrower for itself and on behalf of certain of its subsidiaries, and Bank of America, N.A., as lead issuing bank, administrative agent and collateral agent, Wells Fargo Bank, National Association, as an issuing bank, Wells Fargo Bank, National Association, as syndication agent, JPMorgan Chase Bank, N.A. and SunTrust Bank, as co-documentation agents, and the other financial institutions party thereto, as lenders, as incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed July 20, 2015.
|
|
10.2a*
|
Caleres, Inc. Incentive and Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008, incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement dated and filed April 11, 2008.
|
|
10.2b(1)*
|
Form of Incentive Stock Option Award Agreement (for grants commencing May 2008) under the Company's Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.5b(1) to the Company’s Form 10-K for the year ended January 31, 2009, and filed March 31, 2009.
|
|
10.2b(2)*
|
Form of Incentive Stock Option Award Agreement (for grants prior to May 2008) under the Company's Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended July 31, 2004, and filed September 8, 2004.
|
|
10.2c(1)*
|
Form of Non-Qualified Stock Option Award Agreement (for grants commencing May 2008) under the Company's Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.5c(1) to the Company’s Form 10-K for the year ended January 31, 2009, and filed March 31, 2009.
|
|
10.2c(2)*
|
Form of Non-Qualified Stock Option Award Agreement (for grants prior to May 2008) under the Company's Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended July 31, 2004, and filed September 8, 2004.
|
|
10.2d*
|
Form of Restricted Stock Agreement (for employee grants commencing 2008) under the Company's Incentive and Stock Compensation Plan of 2002, incorporated herein by reference to Exhibit 10.5d(1) to the Company’s Form 10-K for the year ended January 31, 2009, and filed March 31, 2009.
|
†
|
10.2e*
|
Form of Restricted Stock Award Agreement for non-employee director awards (for grants commencing May 2015) under the Company's Incentive and Stock Compensation Plan of 2011, filed herewith.
|
†
|
10.2f*
|
Form of Restricted Stock Award Agreement (for employee grants commencing March 2016) under the Company's Incentive and Stock Compensation Plan of 2011, filed herewith.
|
|
|
|
|
10.3a*
|
Caleres, Inc. Incentive and Stock Compensation Plan of 2011,as amended and restated effective May 28, 2015, incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015.
|
|
10.3(b)(1)*
|
Form of Performance Award Agreement (for 2012-2014 performance period) under the Company's Incentive and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended July 28, 2012, and filed September 5, 2012.
|
|
10.3(b)(2)*
|
Form of Performance Award Agreement (for 2013-2015 performance period) under the Company's Incentive and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit 10.3(b)(3) to the Company’s Form 10-K for the year ended February 2, 2013, and filed April 2, 2013.
|
|
10.3(b)(3)*
|
Form of Performance Award Agreement (for 2014-2016 performance period) under the Company's Incentive and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit 10.3(b)(4) to the Company's Form 10-K for the year ended February 1, 2014, and filed April 1, 2014.
|
|
10.3(b)(4)*
|
Form of Performance Award Agreement (for 2015-2017 performance period) under the Company's Incentive and Stock Compensation Plan of 2011, incorporated herein by reference to Exhibit 10.3(b)(4) to the Company's Form 10-K for the year ended January 31, 2015, and filed March 31, 2015.
|
†
|
10.3(b)(5)*
|
Form of Performance Award Agreement (for 2016-2018 performance period) under the Company's Incentive and Stock Compensation Plan of 2011, filed herewith.
|
†
|
10.4a*
|
Form of Non-Employee Director Restricted Stock Unit Agreement between the Company and its Non-Employee Directors (for grants commencing in 2015), filed herewith.
|
|
10.5*
|
Caleres, Inc. Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of May 28, 2015, incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015.
|
|
10.6*
|
Caleres, Inc. Supplemental Executive Retirement Plan (SERP), as amended and restated as of May 28, 2015, incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015.
|
|
10.7*
|
Caleres, Inc. Deferred Compensation Plan, as amended and restated as of May 28, 2015, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015.
|
|
10.8*
|
Caleres, Inc. Non-Employee Director Share Plan (2009), incorporated herein by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended May 2, 2015, and filed June 10, 2015.
|
|
10.9*
|
Severance Agreement, effective April 1, 2006, between the Company and Richard M. Ausick, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended July 31, 2010, and filed September 7, 2010.
|
|
10.10*
|
Severance Agreement, effective April 1, 2006, between the Company and Diane M. Sullivan, incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K dated and filed April 6, 2006.
|
|
10.11*
|
Severance Agreement, effective April 1, 2006, between the Company and Douglas W. Koch, incorporated herein by reference to Exhibit 10.12 to the Company’s Form 10-K for the year ended February 2, 2013 and filed April 2, 2013.
|
|
10.12*
|
Severance Agreement, dated March 24, 2009 and effective as of April 1, 2009, between the Company and Daniel R. Friedman, incorporated herein by reference to Exhibit 10.12 to the Company's Form 10-K for the year ended January 31, 2015 and filed March 31, 2015.
|
|
10.13*
|
Form of Amendment letter dated December 18, 2009, to the Severance Agreements between the Company and each of: Richard M. Ausick, Daniel R. Friedman, Douglas W. Koch and Diane M. Sullivan, as incorporated herein by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended July 31, 2010, and filed September 7, 2010.
|
|
10.14*
|
Severance Agreement, effective February 16, 2015, between the Company and Kenneth H. Hannah, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated and filed February 6, 2015.
|
|
10.15
|
Stock Purchase Agreement, dated May 14, 2013, by and among the Company, a subsidiary and Galaxy Brand Holdings, Inc., incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 20, 2013.
|
†
|
21
|
Subsidiaries of the registrant.
|
†
|
23
|
Consent of Registered Public Accounting Firm.
|
†
|
24
|
Power of attorney (contained on signature page).
|
†
|
31.1
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†
|
31.2
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†
|
32.1
|
Certification of the Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†
|
101.INS
|
XBRL Instance Document
|
†
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
†
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
†
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
†
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
†
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
(b)
|
Exhibits:
|
|
See Item 15(a)(3) above. On request, copies of any exhibit will be furnished to shareholders upon payment of the Company’s reasonable expenses incurred in furnishing such exhibits.
|
(c)
|
Financial Statement Schedules:
|
|
See Item 8 above.
|
|
SIGNATURES
|
|
|
CALERES, INC.
|
|
|
|
By:
|
/s/ Kenneth H. Hannah
|
|
Kenneth H. Hannah
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
Signatures
|
|
Date
|
|
Title
|
|
|
|
|
|
/s/ Diane M. Sullivan
|
|
|
|
|
Diane M. Sullivan
|
|
March 29, 2016
|
|
Chief Executive Officer, President and Chairman of the
Board of Directors
(Principal Executive Officer)
|
/s/ Kenneth H. Hannah
|
|
|
|
|
Kenneth H. Hannah
|
|
March 29, 2016
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
/s/ Mario L. Baeza
|
|
|
|
|
Mario L. Baeza
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ W. Lee Capps
|
|
|
|
|
W. Lee Capps
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ Lori H. Greeley
|
|
|
|
|
Lori H. Greeley
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ Mahendra R. Gupta
|
|
|
|
|
Mahendra R. Gupta
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ Carla C. Hendra
|
|
|
|
|
Carla C. Hendra
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ Ward M. Klein
|
|
|
|
|
Ward M. Klein
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ Steven W. Korn
|
|
|
|
|
Steven W. Korn
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ Patricia G. McGinnis
|
|
|
|
|
Patricia G. McGinnis
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
/s/ W. Patrick McGinnis
|
|
|
|
|
W. Patrick McGinnis
|
|
March 22, 2016
|
|
Director
|
|
|
|
|
|
Vesting Date:
|
100% of the Restricted Shares shall vest at 8:00 am CST on the date of the Company's next Annual Meeting of Shareholders.
|
|
|
|
CALERES, INC.
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
Tim Sutter
|
|
|
|
Director, Benefits and Compensation
|
|
|
|
|
|
|
|
Date: May 29, 2015
|
Accepted: ____________________
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date: ________________________
|
|
|
|
|
|
|
|
1.
|
Restrictions
.
The Restricted Shares are restricted as to disposition and may not be pledged; and are subject to forfeiture unless certain conditions are met. The Company’s transfer agent has been advised that the Restricted Shares cannot be sold, transferred, re-registered or disposed of until the restrictions on the shares lapse. Restricted Shares shall vest, and the restrictions shall no longer apply, as to the number or percentage of Restricted Shares and on the dates specified above as the “Vesting Schedule.” A further restriction on the Restricted Shares is that you shall only be entitled to receive Shares free of restrictions if, at the time of the lapse of such restrictions, you are then serving as a member of the Board of Directors of the Company and shall have been continuously serving in that capacity since the date of grant of the Restricted Shares. If you do not meet these conditions at any time, such Restricted Shares shall be forfeited.
|
2.
|
Voting Rights and Dividend Rights
.
You will be entitled to full voting rights and dividend rights for all Restricted Shares, beginning with the date of grant, regardless of restriction periods. Dividends may be paid directly to you or may be credited to your dividend re-investment plan account. Dividend rights and voting rights will be cancelled in the event the Restricted Shares are forfeited.
|
3.
|
Book Entry for Restricted Shares
. You will not receive a certificate for the Restricted Shares; instead, the Restricted Shares will be credited as a book entry to an account in your name with the Company’s transfer agent. At such time as the restrictions lapse, those Shares that are no longer subject to restrictions shall be transferred to a non-restricted account in your name with the transfer agent or as otherwise directed by you and agreed by the Company.
|
4.
|
Death or Disability
. In the event of termination of service as a director due to death or Disability, all Restricted Shares shall vest immediately and be free of restrictions.
|
5.
|
Change in Control
. Subject to Article 2.7 and Article 13 of the Plan, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchange, the Restricted Shares still subject to restrictions under this Agreement shall automatically vest and all restrictions shall lapse upon the occurrence of a Change in Control.
|
6.
|
Adjustment Upon Changes in Capitalization
. In accordance with Section 4.2 of the Plan, in the event that there is a change in the Common Stock of the Company by reason of stock dividends, split-ups, recapitalizations, mergers, consolidations, reorganizations, combinations or exchanges of shares, then the Restricted Shares shall be adjusted in the same manner as other shares of Common Stock are adjusted.
|
7.
|
Tax Withholding
. If the Participant is subject to withholding of taxes, the Board shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Award, as provided in the Plan.
|
8.
|
Transferability
. This Agreement and the Restricted Shares granted hereunder, until such time as the restrictions on the Shares have lapsed, may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
|
9.
|
Administration and Interpretation
. This Award Agreement and the rights of the Participant hereunder are subject to all terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Board may adopt for administration of the Plan. It is expressly understood that the Board is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant. The Board may delegate to a committee of the Board all determinations with respect to the Plan and this Award Agreement. All capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Award Agreement.
|
10.
|
Miscellaneous
|
a.
|
The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Award Agreement without the Participant’s written consent.
|
b.
|
This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
c.
|
To the extent not preempted by Federal law, this Award Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri.
|
|
|
|
CALERES, INC.
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
Becky Helvey
|
|
|
|
Manager, Compensation
|
|
|
|
|
|
|
|
Date: 3/17/16
|
Accepted: ____________________
|
|
|
Participant Signature
|
|
|
|
|
|
Date: ________________________
|
|
|
|
|
|
(a)
|
This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Award Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.
|
(b)
|
The Board may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Award Agreement without the Participant’s written consent.
|
(c)
|
This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(d)
|
To the extent not preempted by Federal law, this Award Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Award Agreement shall be conducted exclusively in the State or Federal courts in Missouri.
|
|
|
|
CALERES, INC.
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
Becky Helvey
|
|
|
|
Manager, Compensation
|
|
|
|
|
|
|
|
Date: 3/17/16
|
Accepted: ____________________
|
|
|
Participant Signature
|
|
|
|
|
|
Date: ________________________
|
|
|
|
|
|
6.
|
Termination Provisions
.
|
(a)
|
This Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate his or her employment at any time.
|
(b)
|
The Committee and/or the Company’s Board of Directors may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement without the Participant’s written consent.
|
(c)
|
This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(d)
|
To the extent not preempted by Federal law, this Agreement shall be construed in accordance with and governed by the substantive laws of the State of Missouri without regard to conflicts of laws principles, which might otherwise apply. Any litigation arising out of, in connection with, or concerning any aspect of the Plan or this Agreement shall be conducted exclusively in the State or Federal courts in Missouri.
|
|
|
|
CALERES, INC.
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
Tim Sutter
|
|
|
|
Director, Benefits and Compensation
|
|
|
|
|
|
|
|
Date: May 29, 2015
|
Accepted: ____________________
|
|
|
|
Director
|
|
|
|
|
|
|
|
Date: ________________________
|
|
|
|
|
|
|
|
Name
|
|
State or Country
of Incorporation
|
|
|
|
B&H Footwear Company Limited (51% owned)
|
|
Hong Kong
|
Caleres Cayman Ltd.
|
|
Cayman Islands
|
BGDL Limited
|
|
Ireland
|
BG Retail, LLC
|
|
Delaware
|
Caleres Canada, Inc.
|
|
Canada
|
Caleres International Corporation
|
|
Delaware
|
Caleres Italy S.r.l.
|
|
Italy
|
Caleres Trading Limited
|
|
Hong Kong
|
Caleres International (Macau) Company Limited
|
|
Macau
|
Caleres International Netherlands Holdings C.V.
|
|
Netherlands
|
Caleres Investment Company, Inc.
|
|
Delaware
|
Caleres Netherlands B.V.
|
|
Netherlands
|
Caleres Services Corporation
|
|
Ohio
|
Caleres Service (Macau) Company Limited
|
|
Macau
|
Buster Brown & Co.
|
|
Missouri
|
DongGuan B&H Footwear Company Limited (51% owned)
|
|
China
|
DongGuan Caleres Company Limited
|
|
China
|
DongGuan Leeway Footwear Company Limited
|
|
China
|
Edelman Shoe, Inc.
|
|
Delaware
|
Great Prosper Profits Corporation
|
|
British Virgin Islands
|
Leeway International Company Limited
|
|
Hong Kong
|
Pagoda International Footwear Limited
|
|
Hong Kong
|
Pagoda International Footwear (Macau Commercial Offshore) Limited
|
|
Macau
|
Putian Caleres Company Limited
|
|
China
|
Sidney Rich Associates, Inc.
|
|
Missouri
|
Whitenox Limited
|
|
Hong Kong
|
Wooden Shoe International, LLC
|
|
Delaware
|
Form Number
|
Registration Statement Number
|
Description
|
|
|
|
Form S-8
|
333-65900
|
Caleres, Inc. 401(k) Savings Plan
|
|
|
|
Form S-8
|
333-89014
|
Caleres, Inc. Incentive and Stock Compensation Plan of 2002
|
|
|
|
Form S-8
|
333-134496
|
Caleres, Inc. Incentive and Stock Compensation Plan of 2002, as amended
|
|
|
|
Form S-8
|
333-147989
|
Caleres, Inc. Deferred Compensation Plan
|
|
|
|
Form S-8
|
333-151122
|
Caleres, Inc. Incentive and Stock Compensation Plan of 2002, as amended
|
|
|
|
Form S-8
|
333-174526
|
Caleres, Inc. Incentive and Stock Compensation Plan of 2011
|
|
|
|
Form S-8
|
333-208908
|
Caleres, Inc. Deferred Compensation Plan, as amended
|
CERTIFICATIONS
|
|
1.
|
I have reviewed this annual report on Form 10-K of Caleres, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Diane M. Sullivan
|
Diane M. Sullivan
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Caleres, Inc.
|
March 29, 2016
|
CERTIFICATIONS
|
|
1.
|
I have reviewed this annual report on Form 10-K of Caleres, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Kenneth H. Hannah
|
Kenneth H. Hannah
|
Senior Vice President and Chief Financial Officer
|
Caleres, Inc.
|
March 29, 2016
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
|
/s/ Diane M. Sullivan
|
Diane M. Sullivan
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Caleres, Inc.
|
March 29, 2016
|
|
/s/ Kenneth H. Hannah
|
Kenneth H. Hannah
|
Senior Vice President and Chief Financial Officer
|
Caleres, Inc.
|
March 29, 2016
|