|
|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended February 3, 2018
|
|
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
¨
|
Emerging growth 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
|
||
Item 16
|
|
PART I
|
|
|
ITEM 1
|
BUSINESS
|
|
2017
|
|
2016
|
|
2015
|
|
Women's footwear
|
59
|
%
|
63
|
%
|
63
|
%
|
Men's footwear
|
25
|
%
|
22
|
%
|
23
|
%
|
Children's footwear
|
9
|
%
|
9
|
%
|
9
|
%
|
Accessories
|
7
|
%
|
6
|
%
|
5
|
%
|
|
FAMOUS FOOTWEAR
|
|
|
2017
|
|
2016
|
|
2015
|
|
Strip centers
|
|
677
|
|
699
|
|
697
|
|
Outlet malls
|
|
189
|
|
190
|
|
189
|
|
Regional malls
|
|
160
|
|
166
|
|
160
|
|
Total
|
|
1,026
|
|
1,055
|
|
1,046
|
|
BRAND PORTFOLIO
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Naturalizer
|
|
145
|
|
|
153
|
|
|
159
|
|
Allen Edmonds
|
|
78
|
|
|
69
|
|
|
N/A
|
|
Sam Edelman
|
|
13
|
|
|
12
|
|
|
6
|
|
Total
|
|
236
|
|
|
234
|
|
|
165
|
|
Country
|
Millions of Pairs
|
|
China
|
30.8
|
|
Vietnam
|
11.5
|
|
Ethiopia
|
1.6
|
|
Other
|
1.1
|
|
Total
|
45.0
|
|
|
AVAILABLE INFORMATION
|
|
EXECUTIVE OFFICERS OF THE REGISTRANT
|
|
|
|
Name
|
Age
|
Current Position
|
Diane M. Sullivan
|
62
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Richard M. Ausick
|
64
|
Division President – Famous Footwear
|
Daniel R. Friedman
|
57
|
Division President – Global Supply Chain
|
Kenneth H. Hannah
|
49
|
Senior Vice President, Chief Financial Officer
|
Douglas W. Koch
|
66
|
Senior Vice President, Chief Human Resources Officer
|
Malcolm W. Robinson III
|
57
|
Division President – Allen Edmonds and International
|
John W. Schmidt
|
57
|
Division President – Brand Portfolio
|
Mark A. Schmitt
|
54
|
Senior Vice President, Chief Information Officer and Logistics
|
|
|
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 or disruption 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 and Brand Portfolio
|
|
Principal corporate, executive, sales and administrative offices
|
United States, Canada, Guam and Italy
|
|
Leased
|
|
Famous Footwear and Brand Portfolio
|
|
Retail operations
|
Chino, California
(1)
|
|
Leased
|
|
Brand Portfolio
|
|
Distribution center
|
Lebanon, Tennessee
(2)
|
|
Leased
|
|
Famous Footwear and Brand Portfolio
|
|
Distribution center
|
Lebec, California
(3)
|
|
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
(4)
|
|
Owned
|
|
Famous Footwear and Brand Portfolio
|
|
Distribution center
|
Putian, China; Minneapolis, Minnesota; Florence, Italy; Macau; Ho Chi Minh City, Vietnam; Hong Kong and Addis Ababa, Ethiopia
|
|
Leased
|
|
Brand Portfolio
|
|
Office space
|
Dongguan, China
|
|
Leased
|
|
Brand Portfolio
|
|
Office space and sample-making facility
|
Santiago, Dominican Republic
|
|
Leased
|
|
Brand Portfolio
|
|
Manufacturing facility
|
Port Washington, Wisconsin
|
|
Owned
|
|
Brand Portfolio
|
|
Manufacturing facility, office space, recrafting facility and warehouse
|
Port Washington, Wisconsin
(5)
|
|
Leased
|
|
Brand Portfolio
|
|
Distribution center
|
(1)
|
This distribution center is approximately 725,000 square feet.
|
(2)
|
This distribution center is approximately 540,000 square feet.
|
(3)
|
This distribution center is approximately 350,000 square feet.
|
(4)
|
This distribution center is approximately 150,000 square feet.
|
(5)
|
This distribution center is approximately 38,000 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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
|
|
|
|
Dividend
|
|
|
|
|
|
|
Dividend
|
|
||||||||||
|
Low
|
|
|
High
|
|
|
Paid
|
|
|
Low
|
|
|
High
|
|
|
Paid
|
|
||||||
1st Quarter
|
$
|
24.86
|
|
|
$
|
32.83
|
|
|
$
|
0.07
|
|
|
$
|
23.89
|
|
|
$
|
29.49
|
|
|
$
|
0.07
|
|
2nd Quarter
|
24.45
|
|
|
29.11
|
|
|
0.07
|
|
|
21.27
|
|
|
27.30
|
|
|
0.07
|
|
||||||
3rd Quarter
|
22.39
|
|
|
31.27
|
|
|
0.07
|
|
|
23.12
|
|
|
26.90
|
|
|
0.07
|
|
||||||
4th Quarter
|
26.54
|
|
|
34.34
|
|
|
0.07
|
|
|
24.14
|
|
|
36.61
|
|
|
0.07
|
|
|
|
|
|
|
Total Number of Shares
|
|
|
Maximum Number of
|
|
|||
|
Total Number
|
|
|
Average
|
|
|
Purchased as Part
|
|
|
Shares that May Yet
|
|
|
|
of Shares
|
|
|
Price Paid
|
|
|
of Publicly Announced
|
|
|
Be Purchased Under
|
|
|
Fiscal Period
|
Purchased
(1)
|
|
|
per Share
(1)
|
|
|
Program
(2)
|
|
|
the Program
(2)
|
|
|
October 29, 2017 - November 25, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,223,500
|
|
November 26, 2017 - December 30, 2017
|
4,588
|
|
|
32.04
|
|
|
—
|
|
|
1,223,500
|
|
|
December 31, 2017 - February 3, 2018
|
39,955
|
|
|
31.32
|
|
|
—
|
|
|
1,223,500
|
|
|
Total
|
44,543
|
|
|
$
|
31.39
|
|
|
—
|
|
|
1,223,500
|
|
(1)
|
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 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.
|
(2)
|
On August 25, 2011, the Board of Directors approved a stock repurchase program authorizing the repurchase of up to 2,500,000 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, 225,000, 900,000 and 151,500 shares were repurchased during
2017
, 2016 and 2015, respectively. Therefore, there were 1,223,500 shares authorized to be repurchased under the program as of
February 3, 2018
. Our repurchases of common stock are limited under our debt agreements.
|
|
2/2/2013
|
|
|
2/1/2014
|
|
|
1/31/2015
|
|
|
1/30/2016
|
|
|
1/28/2017
|
|
|
2/3/2018
|
|
||||||
Caleres, Inc.
|
$
|
100.00
|
|
|
$
|
139.82
|
|
|
$
|
169.29
|
|
|
$
|
161.75
|
|
|
$
|
180.88
|
|
|
$
|
176.73
|
|
Peer Group
|
100.00
|
|
|
118.77
|
|
|
135.05
|
|
|
124.09
|
|
|
124.01
|
|
|
160.33
|
|
||||||
S&P
©
SmallCap 600 Stock Index
|
100.00
|
|
|
127.03
|
|
|
134.85
|
|
|
128.53
|
|
|
173.52
|
|
|
197.95
|
|
|
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
($ thousands, except per share amounts)
|
|
(53 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
|
(52 Weeks)
|
||||||||||
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,785,584
|
|
|
$
|
2,579,388
|
|
|
$
|
2,577,430
|
|
|
$
|
2,571,709
|
|
|
$
|
2,513,113
|
|
Cost of goods sold
|
|
1,616,935
|
|
|
1,517,397
|
|
|
1,529,627
|
|
|
1,531,609
|
|
|
1,498,825
|
|
|||||
Gross profit
|
|
1,168,649
|
|
|
1,061,991
|
|
|
1,047,803
|
|
|
1,040,100
|
|
|
1,014,288
|
|
|||||
Selling and administrative expenses
|
|
1,023,703
|
|
|
927,602
|
|
|
912,696
|
|
|
910,682
|
|
|
909,749
|
|
|||||
Restructuring and other special charges, net
|
|
4,915
|
|
|
23,404
|
|
|
—
|
|
|
3,484
|
|
|
1,262
|
|
|||||
Impairment of assets held for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,660
|
|
|||||
Operating earnings
|
|
140,031
|
|
|
110,985
|
|
|
135,107
|
|
|
125,934
|
|
|
98,617
|
|
|||||
Interest expense
|
|
(18,089
|
)
|
|
(15,111
|
)
|
|
(16,589
|
)
|
|
(20,445
|
)
|
|
(21,254
|
)
|
|||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(10,651
|
)
|
|
(420
|
)
|
|
—
|
|
|||||
Interest income
|
|
764
|
|
|
1,380
|
|
|
899
|
|
|
379
|
|
|
377
|
|
|||||
Gain on sale of subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,679
|
|
|
—
|
|
|||||
Earnings before income taxes
|
|
122,706
|
|
|
97,254
|
|
|
108,766
|
|
|
110,127
|
|
|
77,740
|
|
|||||
Income tax provision
|
|
(35,475
|
)
|
|
(31,168
|
)
|
|
(26,942
|
)
|
|
(27,184
|
)
|
|
(23,758
|
)
|
|||||
Net earnings
|
|
87,231
|
|
|
66,086
|
|
|
81,824
|
|
|
82,943
|
|
|
53,982
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,574
|
)
|
|||||
Disposition/impairment of discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,512
|
)
|
|||||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,086
|
)
|
|||||
Net earnings
|
|
87,231
|
|
|
66,086
|
|
|
81,824
|
|
|
82,943
|
|
|
37,896
|
|
|||||
Net earnings (loss) attributable to noncontrolling interests
|
|
31
|
|
|
428
|
|
|
345
|
|
|
93
|
|
|
(177
|
)
|
|||||
Net earnings attributable to Caleres, Inc.
|
|
$
|
87,200
|
|
|
$
|
65,658
|
|
|
$
|
81,479
|
|
|
$
|
82,850
|
|
|
$
|
38,073
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on net sales
|
|
3.1
|
%
|
|
2.5
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
|
1.5
|
%
|
|||||
Return on beginning Caleres, Inc. shareholders' equity
|
|
14.2
|
%
|
|
10.9
|
%
|
|
15.1
|
%
|
|
17.4
|
%
|
|
9.0
|
%
|
|||||
Dividends paid
|
|
$
|
12,027
|
|
|
$
|
12,104
|
|
|
$
|
12,253
|
|
|
$
|
12,237
|
|
|
$
|
12,105
|
|
Purchases of property and equipment
|
|
$
|
44,720
|
|
|
$
|
50,523
|
|
|
$
|
73,479
|
|
|
$
|
44,952
|
|
|
$
|
43,968
|
|
Capitalized software
|
|
$
|
6,458
|
|
|
$
|
9,039
|
|
|
$
|
7,735
|
|
|
$
|
5,086
|
|
|
$
|
5,235
|
|
Depreciation and amortization
(1)
|
|
$
|
65,831
|
|
|
$
|
57,857
|
|
|
$
|
52,606
|
|
|
$
|
54,015
|
|
|
$
|
57,842
|
|
Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
2.03
|
|
|
$
|
1.52
|
|
|
$
|
1.86
|
|
|
$
|
1.90
|
|
|
$
|
1.25
|
|
From discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
|
2.03
|
|
|
1.52
|
|
|
1.86
|
|
|
1.90
|
|
|
0.88
|
|
|||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
2.02
|
|
|
1.52
|
|
|
1.85
|
|
|
1.89
|
|
|
1.25
|
|
|||||
From discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.37
|
)
|
|||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
|
2.02
|
|
|
1.52
|
|
|
1.85
|
|
|
1.89
|
|
|
0.88
|
|
|||||
Dividends paid
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|
0.28
|
|
|||||
Ending Caleres, Inc. shareholders’ equity
(2)
|
|
16.67
|
|
|
14.27
|
|
|
13.78
|
|
|
12.36
|
|
|
10.99
|
|
($ thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Receivables, net
|
|
$
|
152,613
|
|
|
$
|
153,121
|
|
|
$
|
153,664
|
|
|
$
|
136,646
|
|
|
$
|
129,217
|
|
Inventories, net
|
|
569,379
|
|
|
585,764
|
|
|
546,745
|
|
|
543,103
|
|
|
547,531
|
|
|||||
Working capital
|
|
416,630
|
|
|
316,150
|
|
|
484,766
|
|
|
420,609
|
|
|
420,735
|
|
|||||
Property and equipment, net
|
|
212,799
|
|
|
219,196
|
|
|
179,010
|
|
|
149,743
|
|
|
143,560
|
|
|||||
Total assets
|
|
1,489,415
|
|
|
1,475,273
|
|
|
1,303,323
|
|
|
1,214,327
|
|
|
1,146,340
|
|
|||||
Borrowings under revolving credit agreement
|
|
—
|
|
|
110,000
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|||||
Long-term debt
|
|
197,472
|
|
|
197,003
|
|
|
196,544
|
|
|
196,712
|
|
|
195,947
|
|
|||||
Caleres, Inc. shareholders’ equity
|
|
717,489
|
|
|
613,117
|
|
|
601,484
|
|
|
540,910
|
|
|
476,699
|
|
|||||
Average common shares outstanding – basic
|
|
41,801
|
|
|
42,026
|
|
|
42,455
|
|
|
42,071
|
|
|
41,356
|
|
|||||
Average common shares outstanding – diluted
|
|
41,980
|
|
|
42,181
|
|
|
42,656
|
|
|
42,274
|
|
|
41,653
|
|
|
|
(1)
|
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 statements of earnings and totaled $1.8 million in 2017, $1.7 million in 2016, $1.2 million in 2015, $2.4 million in 2014 and $2.5 million in 2013.
|
(2)
|
Ending Caleres, Inc. shareholders' equity is calculated by dividing Caleres, Inc. shareholders' equity by common stock shares outstanding at the end of the respective periods.
|
|
|
ITEM 7
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
OVERVIEW
|
•
|
Consolidated net sales increased
$206.2 million
, or
8.0%
, to
$2,785.6 million
in
2017
, compared to
$2,579.4 million
last year, with increases from both of our segments. Our Allen Edmonds business contributed
$154.3 million
of this increase.
|
•
|
Consolidated operating earnings increased
$29.0 million
, or
26.2%
, to
$140.0 million
in
2017
, compared to
$111.0 million
last year, primarily driven by an increase in net sales and an improved gross profit rate, partially offset by higher selling and administrative expenses.
|
•
|
Consolidated net earnings attributable to Caleres, Inc. were
$87.2 million
, or
$2.02
per diluted share, in
2017
, compared to
$65.7 million
, or
$1.52
per diluted share, last year.
|
•
|
Our accounting period is based upon a traditional retail calendar, which ends on the Saturday nearest January 31. Periodically, this results in a fiscal year that includes 53 weeks. Our
2017
fiscal year included 53 weeks, while both our 2016 and 2015 fiscal years had only 52 weeks. The difference in the number of weeks included in our fiscal years can affect annual comparisons. The inclusion of the 53rd week in
2017
resulted in an increase to our consolidated net sales of
$23.4 million
and had an immaterial impact on net earnings.
|
•
|
We continue to improve our balance sheet. In late 2016, we used approximately
$260.0 million
of proceeds from our revolving credit agreement to fund the Allen Edmonds acquisition. During 2017, we paid down the remaining
$110.0 million
of borrowings under our revolving credit agreement, driven by our strong operating cash flows. Our debt-to-capital ratio was 21.5% as of February 3, 2018, compared to 33.3% as of January 28, 2017.
|
•
|
Acquisition, integration and reorganization of men's brands – We incurred costs of
$8.9 million
(
$5.6 million
on an after-tax basis, or
$0.13
per diluted share) during
2017
related to the acquisition, integration and reorganization of men's brands. Approximately
$4.0 million
was recorded in restructuring and other special charges. An additional
$4.9 million
related to the amortization of the inventory adjustment required for purchase accounting was included in cost of goods sold. During 2016, we incurred costs of
$7.0 million
(
$5.7 million
on an after-tax basis, or
$0.13
per diluted share) related to the acquisition and integration of Allen Edmonds. Approximately
$5.8 million
was recorded in restructuring and other special charges. An additional
$1.2 million
related to the amortization of the inventory adjustment required for purchase accounting was included in cost of goods sold. Refer to Note 2 and Note 4 to the consolidated financial statements for additional information.
|
•
|
Retail operations restructuring – We incurred costs of
$0.9 million
(
$0.6 million
on an after-tax basis, or
$0.02
per diluted share) during 2017 associated with the restructuring of our retail operations. Refer to Note 4 to the consolidated financial statements for further discussion.
|
•
|
On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law, making significant changes to the U.S. Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective January 1, 2018, the transition of U.S. international taxation from a worldwide tax system to a quasi-territorial tax system and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. Though the individual components of the Act resulted in significant adjustments to both our income tax provision and the income tax balances, the overall net impact to our income tax provision as a result of the Act was a benefit of
$0.3 million
. Refer to Note 6 to the consolidated financial statements for further discussion.
|
•
|
Impairment of Shoes.com note receivable – During 2016, we incurred costs of $8.0 million ($4.9 million on an after-tax basis, or $0.11 per diluted share) primarily associated with the impairment of the convertible note received as partial consideration in the 2014 disposition of Shoes.com. Refer to Note 4 to the consolidated financial statements for additional information.
|
•
|
Impairment of investment in nonconsolidated affiliate – During 2016, we incurred an impairment charge of $7.0 million ($7.0 million on an after-tax basis, or $0.16 per diluted share) related to our investment in a nonconsolidated affiliate. Refer to Note 4 to the consolidated financial statements for further discussion.
|
•
|
Brand Portfolio business exits and restructuring – During 2016, we incurred costs of $4.2 million ($3.3 million on an after-tax basis, or $0.08 per diluted share) primarily related to the planned exit of our international e-commerce business and other
|
CONSOLIDATED RESULTS
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
2,785.6
|
|
100.0
|
%
|
|
$
|
2,579.4
|
|
100.0
|
%
|
|
$
|
2,577.4
|
|
100.0
|
%
|
Cost of goods sold
|
|
1,617.0
|
|
58.0
|
%
|
|
1,517.4
|
|
58.8
|
%
|
|
1,529.6
|
|
59.3
|
%
|
|||
Gross profit
|
|
1,168.6
|
|
42.0
|
%
|
|
1,062.0
|
|
41.2
|
%
|
|
1,047.8
|
|
40.7
|
%
|
|||
Selling and administrative expenses
|
|
1,023.7
|
|
36.8
|
%
|
|
927.6
|
|
36.0
|
%
|
|
912.7
|
|
35.4
|
%
|
|||
Restructuring and other special charges, net
|
|
4.9
|
|
0.2
|
%
|
|
23.4
|
|
0.9
|
%
|
|
—
|
|
—
|
%
|
|||
Operating earnings
|
|
140.0
|
|
5.0
|
%
|
|
111.0
|
|
4.3
|
%
|
|
135.1
|
|
5.2
|
%
|
|||
Interest expense
|
|
(18.1
|
)
|
(0.6
|
)%
|
|
(15.1
|
)
|
(0.6)
|
%
|
|
(16.5
|
)
|
(0.6)
|
%
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
—
|
|
|
—
|
|
—
|
%
|
|
(10.7
|
)
|
(0.4
|
)%
|
|||
Interest income
|
|
0.8
|
|
0.0
|
%
|
|
1.4
|
|
0.1
|
%
|
|
0.9
|
|
0.0
|
%
|
|||
Earnings before income taxes
|
|
122.7
|
|
4.4
|
%
|
|
97.3
|
|
3.8
|
%
|
|
108.8
|
|
4.2
|
%
|
|||
Income tax provision
|
|
(35.5
|
)
|
(1.3
|
)%
|
|
(31.2
|
)
|
(1.2)
|
%
|
|
(27.0
|
)
|
(1.0)
|
%
|
|||
Net earnings
|
|
87.2
|
|
3.1
|
%
|
|
66.1
|
|
2.6
|
%
|
|
81.8
|
|
3.2
|
%
|
|||
Net earnings attributable to noncontrolling interests
|
|
0.0
|
|
0.0
|
%
|
|
0.4
|
|
0.0
|
%
|
|
0.3
|
|
0.0
|
%
|
|||
Net earnings attributable to Caleres, Inc.
|
|
$
|
87.2
|
|
3.1
|
%
|
|
$
|
65.7
|
|
2.6
|
%
|
|
$
|
81.5
|
|
3.2
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
Earnings Before
|
|
|
|
Earnings Before
|
|
|
|
Earnings Before
|
|
||||||||||||
($ millions)
|
Net Sales
|
|
Income Taxes
|
|
|
Net Sales
|
|
Income Taxes
|
|
|
Net Sales
|
|
Income Taxes
|
|
|||||||||
Domestic
|
$
|
2,611.5
|
|
|
$
|
78.2
|
|
|
$
|
2,385.1
|
|
|
$
|
60.9
|
|
|
$
|
2,342.6
|
|
|
$
|
68.2
|
|
Foreign
|
174.1
|
|
|
44.5
|
|
|
194.3
|
|
|
36.4
|
|
|
234.8
|
|
|
40.6
|
|
||||||
|
$
|
2,785.6
|
|
|
$
|
122.7
|
|
|
$
|
2,579.4
|
|
|
$
|
97.3
|
|
|
$
|
2,577.4
|
|
|
$
|
108.8
|
|
FAMOUS FOOTWEAR
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
1,637.6
|
|
100.0
|
%
|
|
$
|
1,590.1
|
|
100.0
|
%
|
|
$
|
1,572.7
|
|
100.0
|
%
|
Cost of goods sold
|
|
913.2
|
|
55.8
|
%
|
|
887.5
|
|
55.8
|
%
|
|
866.0
|
|
55.1
|
%
|
|||
Gross profit
|
|
724.4
|
|
44.2
|
%
|
|
702.6
|
|
44.2
|
%
|
|
706.7
|
|
44.9
|
%
|
|||
Selling and administrative expenses
|
|
631.6
|
|
38.6
|
%
|
|
618.9
|
|
38.9
|
%
|
|
597.7
|
|
38.0
|
%
|
|||
Restructuring and other special charges, net
|
|
0.6
|
|
0.0
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
Operating earnings
|
|
$
|
92.2
|
|
5.6
|
%
|
|
$
|
83.7
|
|
5.3
|
%
|
|
$
|
109.0
|
|
6.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|||||||||
Same-store sales % change (on a 52-week basis)
|
|
1.4
|
%
|
|
|
0.6
|
%
|
|
|
1.9
|
%
|
|
||||||
Same-store sales $ change (on a 52-week basis)
|
|
$
|
21.7
|
|
|
|
$
|
9.7
|
|
|
|
$
|
27.9
|
|
|
|||
Sales change from 53rd week
|
|
$
|
19.7
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|||
Sales change from new and closed stores, net (on a 52-week basis)
|
|
$
|
5.5
|
|
|
|
$
|
7.9
|
|
|
|
$
|
2.9
|
|
|
|||
Impact of changes in Canadian exchange rate on sales
|
|
$
|
0.6
|
|
|
|
$
|
(0.2
|
)
|
|
|
$
|
(1.7
|
)
|
|
|||
Sales change of Shoes.com (sold in December 2014)
|
|
N/A
|
|
|
|
N/A
|
|
|
|
$
|
(45.7
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales per square foot, excluding e-commerce (on a 52-week basis)
|
|
$
|
218
|
|
|
|
$
|
216
|
|
|
|
$
|
217
|
|
|
|||
Square footage (thousands sq. ft.)
|
|
6,972
|
|
|
|
6,986
|
|
|
|
6,949
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Stores opened
|
|
34
|
|
|
|
49
|
|
|
|
50
|
|
|
||||||
Stores closed
|
|
63
|
|
|
|
40
|
|
|
|
42
|
|
|
||||||
Ending stores
|
|
1,026
|
|
|
|
1,055
|
|
|
|
1,046
|
|
|
BRAND PORTFOLIO
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
% of
|
|
|
|
% of
|
|
|
|
% of
|
|
||||||
($ millions)
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
|
|
Net Sales
|
|
||||||
Net sales
|
|
$
|
1,148.0
|
|
100.0
|
%
|
|
$
|
989.3
|
|
100.0
|
%
|
|
$
|
1,004.8
|
|
100.0
|
%
|
Cost of goods sold
|
|
703.8
|
|
61.3
|
%
|
|
629.9
|
|
63.7
|
%
|
|
663.7
|
|
66.1
|
%
|
|||
Gross profit
|
|
444.2
|
|
38.7
|
%
|
|
359.4
|
|
36.3
|
%
|
|
341.1
|
|
33.9
|
%
|
|||
Selling and administrative expenses
|
|
362.4
|
|
31.6
|
%
|
|
279.3
|
|
28.2
|
%
|
|
274.5
|
|
27.3
|
%
|
|||
Restructuring and other special charges, net
|
|
1.6
|
|
0.1
|
%
|
|
3.9
|
|
0.4
|
%
|
|
—
|
|
—
|
%
|
|||
Operating earnings
|
|
$
|
80.2
|
|
7.0
|
%
|
|
$
|
76.2
|
|
7.7
|
%
|
|
$
|
66.6
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Key Metrics
|
|
|
|
|
|
|
|
|
|
|||||||||
Wholesale/retail sales mix (%)
(1)
|
|
74%/26%
|
|
|
|
85%/15%
|
|
|
|
87%/13%
|
|
|
||||||
Change in wholesale net sales ($)
(1)
|
|
$
|
(1.7
|
)
|
|
|
$
|
(38.4
|
)
|
|
|
$
|
32.5
|
|
|
|||
Unfilled order position at year-end
(1)
|
|
$
|
262.1
|
|
|
|
$
|
263.1
|
|
|
|
$
|
274.4
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Same-store sales % change (on a 52-week basis)
(2)
|
|
6.4
|
%
|
|
|
(2.9
|
)%
|
|
|
(0.7
|
)%
|
|
||||||
Same-store sales $ change (on a 52-week basis)
(2)
|
|
$
|
7.5
|
|
|
|
$
|
(3.4
|
)
|
|
|
$
|
(0.8
|
)
|
|
|||
Sales change from 53rd week
(1)
|
|
$
|
3.7
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|||
Sales change from new and closed stores, net (on a 52-week basis)
|
|
$
|
22.2
|
|
|
|
$
|
7.8
|
|
|
|
$
|
(1.8
|
)
|
|
|||
Sales change from acquired Allen Edmonds retail stores (on a 52-week basis)
(3)
|
|
$
|
126.0
|
|
|
|
$
|
19.3
|
|
|
|
N/A
|
|
|||||
Impact of changes in Canadian exchange rate on retail sales
|
|
$
|
1.0
|
|
|
|
$
|
(0.8
|
)
|
|
|
$
|
(7.6
|
)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales per square foot, excluding e-commerce (on a 52-week basis)
(2)
|
|
$
|
327
|
|
|
|
$
|
314
|
|
|
|
$
|
343
|
|
|
|||
Square footage, end of year (thousands sq. ft.)
(4)
|
|
405
|
|
|
|
409
|
|
|
|
294
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Stores opened
(1)
|
|
15
|
|
|
|
77
|
|
|
|
7
|
|
|
||||||
Stores closed
(1)
|
|
13
|
|
|
|
8
|
|
|
|
13
|
|
|
||||||
Ending stores
(1)
|
|
236
|
|
|
|
234
|
|
|
|
165
|
|
|
(1)
|
These metrics include our Allen Edmonds business acquired in the fourth quarter of 2016. Refer to Note 2 to the consolidated financial statements for additional information.
|
(2)
|
These metrics exclude our Allen Edmonds business since the business was not included in our operations in the prior year comparative period.
|
(3)
|
This metric represents net sales from our
69
acquired Allen Edmonds retail stores.
|
(4)
|
This metric includes our Allen Edmonds retail stores, which total approximately
123,000
and
107,000
square feet at February 3, 2018 and January 28, 2017, respectively.
|
|
OTHER
|
•
|
The non-recurrence of the
$7.3 million
impairment of the Shoes.com note receivable in 2016, as further discussed in Note 4 to the consolidated financial statements;
|
•
|
The non-recurrence of the
$7.0 million
impairment of the investment in a nonconsolidated affiliate in 2016, as further discussed in Note 4 to the consolidated financial statements; and
|
•
|
Lower costs associated with our acquisition and integration of Allen Edmonds, as further discussed in Note 2 and Note 4 to the consolidated financial statements.
|
•
|
The impairment of the Shoes.com note receivable, as further discussed in Note 4 to the consolidated financial statements;
|
•
|
The impairment of the investment in a nonconsolidated affiliate, as further discussed in Note 4 to the consolidated financial statements; and
|
•
|
The costs associated with our acquisition and integration of Allen Edmonds, as further discussed in Note 2 and Note 4 to the consolidated financial statements; partially offset by
|
•
|
Lower expenses related to our cash-based variable compensation plans for our directors and certain employees; and
|
•
|
Lower consulting expenses related to new brand launches.
|
|
RESTRUCTURING AND OTHER INITIATIVES
|
|
IMPACT OF INFLATION AND CHANGING PRICES
|
|
LIQUIDITY AND CAPITAL RESOURCES
|
($ millions)
|
February 3, 2018
|
|
|
January 28, 2017
|
|
|
(Decrease) Increase
|
|
|||
Borrowings under revolving credit agreement
|
$
|
—
|
|
|
$
|
110.0
|
|
|
$
|
(110.0
|
)
|
Long-term debt
|
197.5
|
|
|
197.0
|
|
|
0.5
|
|
|||
Total debt
|
$
|
197.5
|
|
|
$
|
307.0
|
|
|
$
|
(109.5
|
)
|
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Working capital ($ millions)
(1)
|
|
$
|
416.6
|
|
|
$
|
316.2
|
|
Current ratio
(2)
|
|
1.97:1
|
|
|
1.60:1
|
|
||
Debt-to-capital ratio
(3)
|
|
21.5
|
%
|
|
33.3
|
%
|
(1)
|
Working capital has been computed as total current assets less total current liabilities.
|
(2)
|
The current ratio has been computed by dividing total current assets by total current liabilities.
|
(3)
|
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.
|
|
2017
|
|
|
2016
|
|
|
Increase (Decrease)
in Cash and Cash Equivalents |
|
|||
Net cash provided by operating activities
|
$
|
191.4
|
|
|
$
|
183.6
|
|
|
$
|
7.8
|
|
Net cash used for investing activities
|
(51.2
|
)
|
|
(319.4
|
)
|
|
268.2
|
|
|||
Net cash (used for) provided by financing activities
|
(131.8
|
)
|
|
72.8
|
|
|
(204.6
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
8.7
|
|
|
$
|
(62.8
|
)
|
|
$
|
71.5
|
|
•
|
An increase in net income taxes, due in part to the impact of income tax reform;
|
•
|
Higher net earnings (after consideration of non-cash items);
|
•
|
An increase in accrued expenses and other liabilities compared to a decrease in 2016, driven by higher anticipated payments under our cash-based incentive compensation plans in 2017; partially offset by
|
•
|
An increase in prepaid expenses and other current and noncurrent assets in
2017
compared to a decrease in
2016
, primarily due to higher prepaid rent in
2017
compared to
2016
, reflecting a shift in the timing of rent payment due dates relative to the end of our fiscal year.
|
|
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 2017 was 8.00%. A decrease of 50 basis points in the weighted-average expected rate of return on plan assets would increase pension expense by approximately $1.7 million. The actual return on plan assets in a given year may differ from the expected long-term rate of return, and the resulting gain or loss is deferred and recognized into the plans’ expense over time.
|
•
|
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 4.0% 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 $29.2 million and $0.1 million, respectively.
|
•
|
Mortality table – As of
February 3, 2018
, we are using the RP-2014 Bottom Quartile tables, projected using generational scale MP-2017, an updated projection scale issued by the Society of Actuaries in 2017, grading to 0.75% by 2033, to estimate the plan liabilities. Actuarial gains, related to the change in mortality projection scale, reduced the projected benefit obligation by approximately
$3.2 million
as of
February 3, 2018
.
|
OFF-BALANCE SHEET ARRANGEMENTS
|
|
CONTRACTUAL OBLIGATIONS
|
|
Payments Due by Period
|
||||||||||||||
|
|
Less Than
|
|
1-3
|
|
3-5
|
|
More Than
|
|
||||||
($ millions)
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
|
|||||
Long-term debt
(1)
|
$
|
200.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
200.0
|
|
Interest on long-term debt
(1)
|
75.0
|
|
12.5
|
|
25.0
|
|
25.0
|
|
12.5
|
|
|||||
Financial instruments
(2)
|
(1.0
|
)
|
(1.0
|
)
|
—
|
|
—
|
|
—
|
|
|||||
Operating lease commitments
(3)
|
865.4
|
|
177.1
|
|
273.1
|
|
186.1
|
|
229.1
|
|
|||||
Minimum license commitments
|
23.3
|
|
9.1
|
|
14.2
|
|
—
|
|
—
|
|
|||||
Purchase obligations
(4)
|
633.0
|
|
614.5
|
|
11.4
|
|
1.8
|
|
5.3
|
|
|||||
Other
(5)
|
33.3
|
|
6.0
|
|
8.0
|
|
4.6
|
|
14.7
|
|
|||||
Total
(6)
|
$
|
1,829.0
|
|
$
|
818.2
|
|
$
|
331.7
|
|
$
|
217.5
|
|
$
|
461.6
|
|
(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 February 3, 2018. Refer to Note 11 to the consolidated financial statements.
|
(2)
|
Financial instruments reflect the net fair value of our foreign exchange forwards contracts. Refer to Note 13 and Note 14 to the consolidated financial statements.
|
(3)
|
The 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 minimum rent obligations, irrespective of our ability to reduce or terminate rental payments in the future, as noted. Refer to Note 12 to the consolidated financial statements.
|
(4)
|
Purchase obligations include agreements to purchase assets, goods or services that specify all significant terms, including quantity and price provisions.
|
(5)
|
Includes obligations for our supplemental executive retirement plan and other postretirement benefits, as discussed in Note 5 to the consolidated financial statements, one-time transition tax for the mandatory deemed repatriation of cumulative foreign earnings, as discussed in Note 6 to the consolidated financial statements, and other contractual obligations.
|
(6)
|
Excludes liabilities of $6.4 million, $2.3 million and $4.3 million for our non-qualified deferred compensation plan, deferred compensation plan for non-employee directors and restricted stock units for non-employee directors, respectively, due to the uncertain nature in timing of payments. Refer to Note 5, Note 14 and Note 16 to the consolidated financial statements.
|
|
|
|
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FORWARD-LOOKING STATEMENTS
|
|
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
FOREIGN CURRENCY EXCHANGE RATES
|
|
INTEREST RATES
|
|
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Consolidated Balance Sheets
|
|
|
|
|
||||
|
|
|
|
|
||||
($ thousands, except number of shares and per share amounts)
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
64,047
|
|
|
$
|
55,332
|
|
Receivables, net of allowances of $27,098 in 2017 and $23,652 in 2016
|
|
152,613
|
|
|
153,121
|
|
||
Inventories, net of adjustment to last-in, first-out cost of $4,038 in 2017 and $4,345 in 2016
|
|
569,379
|
|
|
585,764
|
|
||
Income taxes
|
|
—
|
|
|
9,659
|
|
||
Prepaid expenses and other current assets
|
|
60,750
|
|
|
39,869
|
|
||
Total current assets
|
|
846,789
|
|
|
843,745
|
|
||
Prepaid pension costs
|
|
62,575
|
|
|
32,489
|
|
||
Property and equipment, net
|
|
212,799
|
|
|
219,196
|
|
||
Deferred income taxes
|
|
2,305
|
|
|
2,486
|
|
||
Goodwill
|
|
127,081
|
|
|
127,098
|
|
||
Intangible assets, net
|
|
212,087
|
|
|
216,660
|
|
||
Other assets
|
|
25,779
|
|
|
33,599
|
|
||
Total assets
|
|
$
|
1,489,415
|
|
|
$
|
1,475,273
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Borrowings under revolving credit agreement
|
|
$
|
—
|
|
|
$
|
110,000
|
|
Trade accounts payable
|
|
272,962
|
|
|
266,370
|
|
||
Employee compensation and benefits
|
|
45,226
|
|
|
44,644
|
|
||
Income taxes
|
|
8,222
|
|
|
3,599
|
|
||
Other accrued expenses
|
|
103,749
|
|
|
102,982
|
|
||
Total current liabilities
|
|
430,159
|
|
|
527,595
|
|
||
Other liabilities:
|
|
|
|
|
||||
Long-term debt
|
|
197,472
|
|
|
197,003
|
|
||
Deferred rent
|
|
53,071
|
|
|
51,124
|
|
||
Income taxes
|
|
11,933
|
|
|
—
|
|
||
Deferred income taxes
|
|
50,667
|
|
|
52,702
|
|
||
Other liabilities
|
|
27,151
|
|
|
32,363
|
|
||
Total other liabilities
|
|
340,294
|
|
|
333,192
|
|
||
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; 43,031,689 and 42,963,219 shares outstanding, net of 3,055,106 and 3,123,576 treasury shares in 2017 and 2016, respectively
|
|
430
|
|
|
430
|
|
||
Additional paid-in capital
|
|
136,460
|
|
|
121,537
|
|
||
Accumulated other comprehensive loss
|
|
(15,170
|
)
|
|
(30,434
|
)
|
||
Retained earnings
|
|
595,769
|
|
|
521,584
|
|
||
Total Caleres, Inc. shareholders’ equity
|
|
717,489
|
|
|
613,117
|
|
||
Noncontrolling interests
|
|
1,473
|
|
|
1,369
|
|
||
Total equity
|
|
718,962
|
|
|
614,486
|
|
||
Total liabilities and equity
|
|
$
|
1,489,415
|
|
|
$
|
1,475,273
|
|
Consolidated Statements of Earnings
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands, except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net sales
|
|
$
|
2,785,584
|
|
|
$
|
2,579,388
|
|
|
$
|
2,577,430
|
|
Cost of goods sold
|
|
1,616,935
|
|
|
1,517,397
|
|
|
1,529,627
|
|
|||
Gross profit
|
|
1,168,649
|
|
|
1,061,991
|
|
|
1,047,803
|
|
|||
Selling and administrative expenses
|
|
1,023,703
|
|
|
927,602
|
|
|
912,696
|
|
|||
Restructuring and other special charges, net
|
|
4,915
|
|
|
23,404
|
|
|
—
|
|
|||
Operating earnings
|
|
140,031
|
|
|
110,985
|
|
|
135,107
|
|
|||
Interest expense
|
|
(18,089
|
)
|
|
(15,111
|
)
|
|
(16,589
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(10,651
|
)
|
|||
Interest income
|
|
764
|
|
|
1,380
|
|
|
899
|
|
|||
Earnings before income taxes
|
|
122,706
|
|
|
97,254
|
|
|
108,766
|
|
|||
Income tax provision
|
|
(35,475
|
)
|
|
(31,168
|
)
|
|
(26,942
|
)
|
|||
Net earnings
|
|
87,231
|
|
|
66,086
|
|
|
81,824
|
|
|||
Net earnings attributable to noncontrolling interests
|
|
31
|
|
|
428
|
|
|
345
|
|
|||
Net earnings attributable to Caleres, Inc.
|
|
$
|
87,200
|
|
|
65,658
|
|
|
81,479
|
|
||
|
|
|
|
|
|
|
||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
|
$
|
2.03
|
|
|
$
|
1.52
|
|
|
$
|
1.86
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
|
$
|
2.02
|
|
|
$
|
1.52
|
|
|
$
|
1.85
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net earnings
|
|
$
|
87,231
|
|
|
$
|
66,086
|
|
|
$
|
81,824
|
|
Other comprehensive income (loss) ("OCI"), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
1,116
|
|
|
1,045
|
|
|
(224
|
)
|
|||
Pension and other postretirement benefits adjustments
|
|
18,794
|
|
|
(24,728
|
)
|
|
(8,589
|
)
|
|||
Derivative financial instruments
|
|
1,101
|
|
|
(934
|
)
|
|
168
|
|
|||
Other comprehensive income (loss), net of tax
|
|
21,011
|
|
|
(24,617
|
)
|
|
(8,645
|
)
|
|||
Comprehensive income
|
|
108,242
|
|
|
41,469
|
|
|
73,179
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
104
|
|
|
381
|
|
|
276
|
|
|||
Comprehensive income attributable to Caleres, Inc.
|
|
$
|
108,138
|
|
|
$
|
41,088
|
|
|
$
|
72,903
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Operating Activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
87,231
|
|
|
$
|
66,086
|
|
|
$
|
81,824
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
45,799
|
|
|
39,419
|
|
|
35,428
|
|
|||
Amortization of capitalized software
|
|
14,198
|
|
|
13,007
|
|
|
12,323
|
|
|||
Amortization of intangibles
|
|
4,073
|
|
|
3,705
|
|
|
3,688
|
|
|||
Amortization of debt issuance costs and debt discount
|
|
1,761
|
|
|
1,726
|
|
|
1,167
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
10,651
|
|
|||
Share-based compensation expense
|
|
11,298
|
|
|
7,725
|
|
|
7,491
|
|
|||
Excess tax benefit related to share-based plans
|
|
—
|
|
|
(2,251
|
)
|
|
(2,651
|
)
|
|||
Loss (gain) on disposal of property and equipment
|
|
1,288
|
|
|
1,065
|
|
|
(1,963
|
)
|
|||
Impairment charges for property and equipment
|
|
3,775
|
|
|
1,586
|
|
|
2,761
|
|
|||
Impairment of note receivable
|
|
—
|
|
|
7,281
|
|
|
—
|
|
|||
Impairment of investment in nonconsolidated affiliate
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|||
Deferred rent
|
|
1,947
|
|
|
4,618
|
|
|
6,764
|
|
|||
Deferred income taxes (benefit) provision
|
|
(1,424
|
)
|
|
(5,303
|
)
|
|
10,581
|
|
|||
Provision for doubtful accounts
|
|
1,336
|
|
|
1,384
|
|
|
480
|
|
|||
Changes in operating assets and liabilities, net of acquired amounts:
|
|
|
|
|
|
|
||||||
Receivables
|
|
(828
|
)
|
|
5,433
|
|
|
(17,438
|
)
|
|||
Inventories
|
|
18,099
|
|
|
13,835
|
|
|
(5,270
|
)
|
|||
Prepaid expenses and other current and noncurrent assets
|
|
(32,096
|
)
|
|
14,226
|
|
|
(8,654
|
)
|
|||
Trade accounts payable
|
|
6,160
|
|
|
16,074
|
|
|
21,881
|
|
|||
Accrued expenses and other liabilities
|
|
2,247
|
|
|
(15,051
|
)
|
|
(1,865
|
)
|
|||
Income taxes, net
|
|
26,208
|
|
|
1,329
|
|
|
(10,308
|
)
|
|||
Other, net
|
|
303
|
|
|
728
|
|
|
2,262
|
|
|||
Net cash provided by operating activities
|
|
191,375
|
|
|
183,622
|
|
|
149,152
|
|
|||
|
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(44,720
|
)
|
|
(50,523
|
)
|
|
(73,479
|
)
|
|||
Proceeds from disposal of property and equipment
|
|
—
|
|
|
—
|
|
|
7,433
|
|
|||
Capitalized software
|
|
(6,458
|
)
|
|
(9,039
|
)
|
|
(7,735
|
)
|
|||
Acquisition cost, net of cash received
|
|
—
|
|
|
(259,932
|
)
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(51,178
|
)
|
|
(319,494
|
)
|
|
(73,781
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
||||||
Borrowings under revolving credit agreement
|
|
454,000
|
|
|
623,000
|
|
|
198,000
|
|
|||
Repayments under revolving credit agreement
|
|
(564,000
|
)
|
|
(513,000
|
)
|
|
(198,000
|
)
|
|||
Proceeds from issuance of 2023 senior notes
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||
Redemption of 2019 senior notes
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|||
Dividends paid
|
|
(12,027
|
)
|
|
(12,104
|
)
|
|
(12,253
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
—
|
|
|
(3,650
|
)
|
|||
Acquisition of treasury stock
|
|
(5,993
|
)
|
|
(23,139
|
)
|
|
(4,921
|
)
|
|||
Issuance of common stock under share-based plans, net
|
|
(3,816
|
)
|
|
(4,188
|
)
|
|
(5,297
|
)
|
|||
Excess tax benefit related to share-based plans
|
|
—
|
|
|
2,251
|
|
|
2,651
|
|
|||
Net cash (used for) provided by financing activities
|
|
(131,836
|
)
|
|
72,820
|
|
|
(23,470
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
354
|
|
|
233
|
|
|
(1,153
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
8,715
|
|
|
(62,819
|
)
|
|
50,748
|
|
|||
Cash and cash equivalents at beginning of year
|
|
55,332
|
|
|
118,151
|
|
|
67,403
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
64,047
|
|
|
$
|
55,332
|
|
|
$
|
118,151
|
|
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 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
|
)
|
||||||||||
Issuance of common stock under share-based plans, net
|
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
|
|
Net earnings
|
|
|
|
|
|
65,658
|
|
65,658
|
|
428
|
|
66,086
|
|
||||||||||
Foreign currency translation adjustment
|
|
|
|
1,092
|
|
|
1,092
|
|
(47
|
)
|
1,045
|
|
|||||||||||
Unrealized loss on derivative financial instruments, net of tax of $309
|
|
|
|
(934
|
)
|
|
(934
|
)
|
|
(934
|
)
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $15,766
|
|
|
|
(24,728
|
)
|
|
(24,728
|
)
|
|
|
(24,728
|
)
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
41,088
|
|
381
|
|
41,469
|
|
|||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
(12,104
|
)
|
(12,104
|
)
|
|
|
(12,104
|
)
|
|||||||||||
Acquisition of treasury stock
|
(900,000
|
)
|
(9
|
)
|
(23,130
|
)
|
|
|
(23,139
|
)
|
|
(23,139
|
)
|
||||||||||
Issuance of common stock under share-based plans, net
|
203,006
|
|
2
|
|
(4,190
|
)
|
|
|
(4,188
|
)
|
|
(4,188
|
)
|
||||||||||
Excess tax benefit related to share-based plans
|
|
|
2,251
|
|
|
|
2,251
|
|
|
2,251
|
|
||||||||||||
Share-based compensation expense
|
|
|
|
|
7,725
|
|
|
|
|
|
7,725
|
|
|
|
7,725
|
|
|||||||
BALANCE JANUARY 28, 2017
|
42,963,219
|
|
$
|
430
|
|
$
|
121,537
|
|
$
|
(30,434
|
)
|
$
|
521,584
|
|
$
|
613,117
|
|
$
|
1,369
|
|
$
|
614,486
|
|
Net earnings
|
|
|
|
|
|
87,200
|
|
87,200
|
|
31
|
|
87,231
|
|
||||||||||
Foreign currency translation adjustment
|
|
|
|
1,043
|
|
|
1,043
|
|
73
|
1,116
|
|
||||||||||||
Unrealized gain on derivative financial instruments, net of tax of $669
|
|
|
|
1,101
|
|
|
1,101
|
|
|
1,101
|
|
||||||||||||
Pension and other postretirement benefits adjustments, net of tax of $12,801
|
|
|
|
18,794
|
|
|
18,794
|
|
|
|
18,794
|
|
|||||||||||
Comprehensive income
|
|
|
|
|
|
|
108,138
|
|
104
|
108,242
|
|
||||||||||||
Dividends ($0.28 per share)
|
|
|
|
|
|
|
|
(12,027
|
)
|
(12,027
|
)
|
|
(12,027
|
)
|
|||||||||
Acquisition of treasury stock
|
(225,000
|
)
|
(2
|
)
|
|
|
|
(5,991
|
)
|
(5,993
|
)
|
|
(5,993
|
)
|
|||||||||
Reclassification of stranded tax effects
|
|
|
|
|
|
|
(5,674
|
)
|
5,674
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock under share-based plans, net
|
293,470
|
|
2
|
|
(3,818
|
)
|
|
|
(3,816
|
)
|
|
(3,816
|
)
|
||||||||||
Cumulative-effect adjustment from adoption of ASU 2016-09
|
|
|
|
|
1,112
|
|
|
|
(671
|
)
|
441
|
|
|
|
441
|
|
|||||||
Share-based compensation expense
|
|
|
|
|
11,298
|
|
|
|
|
|
11,298
|
|
|
|
11,298
|
|
|||||||
Conversion of restricted stock units for non-employee directors
|
|
|
|
|
6,331
|
|
|
|
|
|
6,331
|
|
|
|
6,331
|
|
|||||||
BALANCE FEBRUARY 3, 2018
|
43,031,689
|
|
$
|
430
|
|
$
|
136,460
|
|
$
|
(15,170
|
)
|
$
|
595,769
|
|
$
|
717,489
|
|
$
|
1,473
|
|
$
|
718,962
|
|
|
Notes to Consolidated Financial Statements
|
•
|
The Company recognized excess tax benefits during 2017 of
$1.3 million
related to share-based plans, which are required to be recognized in the statements of earnings on a prospective basis. Prior to the adoption of the ASU, the excess tax benefit related to share-based plans was recorded in additional paid-in-capital.
|
•
|
The Company elected to adopt the provision of the ASU to account for forfeitures as they occur. This election was applied on a modified retrospective basis, resulting in a net increase to Caleres, Inc. shareholders' equity of
$0.4 million
.
|
•
|
The ASU requires cash flows from excess tax benefits related to share-based payments to be reported as operating activities in the consolidated statements of cash flows. The Company elected to adopt this provision on a prospective basis and as a result, the excess tax benefits related to share-based plans for 2016 and 2015 are presented as financing activities, while the benefit for 2017 is presented as an operating activity.
|
($ thousands)
|
|
December 13, 2016
|
|
|
ASSETS
|
|
|
||
Current assets:
|
|
|
||
Cash and cash equivalents
|
|
$
|
668
|
|
Receivables
|
|
6,273
|
|
|
Inventories
|
|
52,364
|
|
|
Prepaid expense and other current assets
|
|
2,353
|
|
|
Total current assets
|
|
61,658
|
|
|
Other assets
|
|
1,060
|
|
|
Goodwill
|
|
113,127
|
|
|
Intangible assets
|
|
102,920
|
|
|
Property and equipment
|
|
32,243
|
|
|
Total assets
|
|
$
|
311,008
|
|
|
|
|
||
LIABILITIES AND EQUITY
|
|
|
||
Current liabilities:
|
|
|
||
Trade accounts payable
|
|
$
|
12,256
|
|
Other accrued expenses
|
|
12,692
|
|
|
Total current liabilities
|
|
24,948
|
|
|
Deferred income taxes
|
|
25,109
|
|
|
Other liabilities
|
|
351
|
|
|
Total liabilities
|
|
50,408
|
|
|
Net assets
|
|
$
|
260,600
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
(in $ thousands, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
NUMERATOR
|
|
|
|
|
|
||||||
Net earnings
|
$
|
87,231
|
|
|
$
|
66,086
|
|
|
$
|
81,824
|
|
Net earnings attributable to noncontrolling interests
|
(31
|
)
|
|
(428
|
)
|
|
(345
|
)
|
|||
Net earnings allocated to participating securities
|
(2,384
|
)
|
|
(1,750
|
)
|
|
(2,587
|
)
|
|||
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities
|
$
|
84,816
|
|
|
$
|
63,908
|
|
|
$
|
78,892
|
|
|
|
|
|
|
|
||||||
DENOMINATOR
|
|
|
|
|
|
||||||
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders
|
41,801
|
|
|
42,026
|
|
|
42,455
|
|
|||
Dilutive effect of share-based awards
|
179
|
|
|
155
|
|
|
201
|
|
|||
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders
|
41,980
|
|
|
42,181
|
|
|
42,656
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
2.03
|
|
|
$
|
1.52
|
|
|
$
|
1.86
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
|
$
|
2.02
|
|
|
$
|
1.52
|
|
|
$
|
1.85
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||
($ thousands)
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
340,278
|
|
$
|
326,077
|
|
|
$
|
1,666
|
|
$
|
1,411
|
|
Service cost
|
|
9,705
|
|
8,288
|
|
|
—
|
|
—
|
|
||||
Interest cost
|
|
14,948
|
|
15,275
|
|
|
68
|
|
76
|
|
||||
Plan participants’ contribution
|
|
11
|
|
11
|
|
|
7
|
|
9
|
|
||||
Plan amendments
|
|
(2,985
|
)
|
316
|
|
|
—
|
|
—
|
|
||||
Actuarial loss
|
|
18,505
|
|
11,155
|
|
|
40
|
|
357
|
|
||||
Benefits paid
|
|
(13,703
|
)
|
(19,853
|
)
|
|
(187
|
)
|
(187
|
)
|
||||
Settlement gain
|
|
—
|
|
(1,304
|
)
|
|
—
|
|
—
|
|
||||
Contractual termination benefits
|
|
—
|
|
77
|
|
|
—
|
|
—
|
|
||||
Curtailments
|
|
(10,534
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Foreign exchange rate changes
|
|
244
|
|
236
|
|
|
—
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
356,469
|
|
$
|
340,278
|
|
|
$
|
1,594
|
|
$
|
1,666
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||
Weighted–average assumptions used to determine benefit obligations, end of year
|
|
2017
|
|
2016
|
|
|
2017
|
|
2016
|
|
Discount rate
|
|
4.00
|
%
|
4.40
|
%
|
|
4.00
|
%
|
4.40
|
%
|
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 U.S. government securities, mutual funds, real estate investment trusts, exchange-traded funds, corporate stocks - common, preferred securities 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
$13.4 million
and
$12.1 million
as of
February 3, 2018
and
January 28, 2017
, 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
$0.1 million
as of both
February 3, 2018
and
January 28, 2017
.
|
|
|
|
|
Fair Value Measurements at February 3, 2018
|
||||||||||||
($ thousands)
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Asset
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
8,998
|
|
|
$
|
8,998
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
98,027
|
|
|
98,027
|
|
|
—
|
|
|
—
|
|
||||
Mutual fund
|
|
41,344
|
|
|
41,344
|
|
|
—
|
|
|
—
|
|
||||
Real estate investment trusts
|
|
1,412
|
|
|
1,412
|
|
|
—
|
|
|
—
|
|
||||
Exchange-traded funds
|
|
68,362
|
|
|
68,362
|
|
|
—
|
|
|
—
|
|
||||
Corporate stocks - common
|
|
175,928
|
|
|
175,928
|
|
|
—
|
|
|
—
|
|
||||
Preferred securities
|
|
703
|
|
|
703
|
|
|
—
|
|
|
—
|
|
||||
S&P 500 Index options
|
|
(1,186
|
)
|
|
(1,186
|
)
|
|
—
|
|
|
—
|
|
||||
Alternative investment fund
|
|
13,412
|
|
|
—
|
|
|
13,412
|
|
|
—
|
|
||||
Unallocated insurance contract
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
||||
Total
|
|
$
|
407,081
|
|
|
$
|
393,588
|
|
|
$
|
13,412
|
|
|
$
|
81
|
|
|
|
|
|
Fair Value Measurements at January 28, 2017
|
||||||||||||
($ thousands)
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Asset
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
16,484
|
|
|
$
|
16,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
97,226
|
|
|
97,226
|
|
|
—
|
|
|
—
|
|
||||
Mutual fund
|
|
34,833
|
|
|
34,833
|
|
|
—
|
|
|
—
|
|
||||
Real estate investment trusts
|
|
1,505
|
|
|
1,505
|
|
|
—
|
|
|
—
|
|
||||
Exchange-traded funds
|
|
62,244
|
|
|
62,244
|
|
|
—
|
|
|
—
|
|
||||
Corporate stocks - common
|
|
141,372
|
|
|
141,372
|
|
|
—
|
|
|
—
|
|
||||
Preferred securities
|
|
706
|
|
|
706
|
|
|
—
|
|
|
—
|
|
||||
S&P 500 Index options
|
|
4,392
|
|
|
4,392
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap agreements
|
|
(8,997
|
)
|
|
—
|
|
|
(8,997
|
)
|
|
—
|
|
||||
Alternative investment fund
|
|
12,101
|
|
|
—
|
|
|
12,101
|
|
|
—
|
|
||||
Unallocated insurance contract
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
||||
Total
|
|
$
|
361,956
|
|
|
$
|
358,762
|
|
|
$
|
3,104
|
|
|
$
|
90
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
361,956
|
|
|
$
|
379,638
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
58,106
|
|
|
1,755
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
450
|
|
|
1,458
|
|
|
180
|
|
|
178
|
|
||||
Plan participants’ contributions
|
11
|
|
|
11
|
|
|
7
|
|
|
9
|
|
||||
Benefits paid
|
(13,703
|
)
|
|
(19,853
|
)
|
|
(187
|
)
|
|
(187
|
)
|
||||
Settlement gain
|
—
|
|
|
(1,304
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign exchange rate changes
|
261
|
|
|
251
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
407,081
|
|
|
$
|
361,956
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
Prepaid pension costs (noncurrent assets)
|
$
|
62,575
|
|
|
$
|
32,489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit liabilities (current liability)
|
(3,988
|
)
|
|
(2,765
|
)
|
|
(238
|
)
|
|
(250
|
)
|
||||
Accrued benefit liabilities (noncurrent liability)
|
(7,975
|
)
|
|
(8,043
|
)
|
|
(1,356
|
)
|
|
(1,416
|
)
|
||||
Net amount recognized at end of year
|
$
|
50,612
|
|
|
$
|
21,681
|
|
|
$
|
(1,594
|
)
|
|
$
|
(1,666
|
)
|
|
Projected Benefit Obligation Exceeds the Fair Value of Plan Assets
|
|
Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets
|
||||||||||||
|
|
||||||||||||||
|
|
||||||||||||||
($ thousands)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
End of Year
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
11,959
|
|
|
$
|
10,808
|
|
|
$
|
11,959
|
|
|
$
|
10,808
|
|
Accumulated benefit obligation
|
10,956
|
|
|
9,646
|
|
|
10,956
|
|
|
9,646
|
|
||||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
($ thousands)
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||
Components of accumulated other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss (gain)
|
$
|
22,424
|
|
|
$
|
35,104
|
|
|
$
|
(634
|
)
|
|
$
|
(635
|
)
|
Net prior service credit
|
(4,618
|
)
|
|
(4,385
|
)
|
|
—
|
|
|
—
|
|
||||
|
$
|
17,806
|
|
|
$
|
30,719
|
|
|
$
|
(634
|
)
|
|
$
|
(635
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
($ thousands)
|
|
|
2018
|
|
|
|
|
2018
|
|
||
Expected amortization, net of tax:
|
|
|
|
|
|
|
|
||||
Amortization of net actuarial loss (gain)
|
|
|
$
|
3,042
|
|
|
|
|
$
|
(92
|
)
|
Amortization of net prior service credit
|
|
|
(1,164
|
)
|
|
|
|
—
|
|
||
|
|
|
$
|
1,878
|
|
|
|
|
$
|
(92
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||
($ thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
|
||||||
Service cost
|
|
$
|
9,705
|
|
$
|
8,288
|
|
$
|
12,639
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Interest cost
|
|
14,948
|
|
15,275
|
|
14,321
|
|
|
68
|
|
76
|
|
56
|
|
||||||
Expected return on assets
|
|
(27,589
|
)
|
(28,949
|
)
|
(31,682
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
|
4,315
|
|
272
|
|
604
|
|
|
(145
|
)
|
(163
|
)
|
(220
|
)
|
||||||
Prior service credit
|
|
(1,780
|
)
|
(1,840
|
)
|
(1,906
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Settlement cost
|
|
—
|
|
259
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Cost of contractual termination benefits
|
|
—
|
|
77
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailments
|
|
(2,165
|
)
|
—
|
|
(184
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Total net periodic benefit income
|
|
$
|
(2,566
|
)
|
$
|
(6,618
|
)
|
$
|
(6,208
|
)
|
|
$
|
(77
|
)
|
$
|
(87
|
)
|
$
|
(164
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
|
2017
|
|
2016
|
|
2015
|
|
Discount rate
|
|
4.40
|
%
|
4.70
|
%
|
3.90
|
%
|
|
4.40
|
%
|
4.70
|
%
|
3.90
|
%
|
Rate of compensation increase
|
|
3.00
|
%
|
3.00
|
%
|
3.00
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Expected return on plan assets
|
|
8.00
|
%
|
8.00
|
%
|
8.25
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
Pension Benefits
|
|
|
||||||||||
($ thousands)
|
|
Funded Plan
|
|
SERP
|
|
Total
|
|
|
Other Postretirement Benefits
|
|
||||
Employer Contributions
|
|
|
|
|
|
|
||||||||
2018 expected contributions to plan trusts
|
|
$
|
159
|
|
$
|
—
|
|
$
|
159
|
|
|
$
|
—
|
|
2018 expected contributions to plan participants
|
|
—
|
|
4,063
|
|
4,063
|
|
|
243
|
|
||||
2018 refund of assets (e.g. surplus) to employer
|
|
186
|
|
—
|
|
186
|
|
|
—
|
|
||||
Expected Benefit Payments
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
12,766
|
|
$
|
4,063
|
|
$
|
16,829
|
|
|
$
|
243
|
|
2019
|
|
13,363
|
|
1,176
|
|
14,539
|
|
|
216
|
|
||||
2020
|
|
14,131
|
|
3,079
|
|
17,210
|
|
|
192
|
|
||||
2021
|
|
14,933
|
|
322
|
|
15,255
|
|
|
169
|
|
||||
2022
|
|
15,638
|
|
656
|
|
16,294
|
|
|
148
|
|
||||
2023 – 2027
|
|
86,432
|
|
1,817
|
|
88,249
|
|
|
481
|
|
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Federal
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
31,102
|
|
|
$
|
10,577
|
|
|
$
|
9,530
|
|
Deferred
|
|
(10,358
|
)
|
|
14,164
|
|
|
11,202
|
|
|||
|
|
20,744
|
|
|
24,741
|
|
|
20,732
|
|
|||
State
|
|
|
|
|
|
|
||||||
Current
|
|
7,691
|
|
|
3,844
|
|
|
497
|
|
|||
Deferred
|
|
913
|
|
|
(1,157
|
)
|
|
1,176
|
|
|||
|
|
8,604
|
|
|
2,687
|
|
|
1,673
|
|
|||
|
|
|
|
|
|
|
||||||
Foreign
|
|
6,127
|
|
|
3,740
|
|
|
4,537
|
|
|||
Total income tax provision
|
|
$
|
35,475
|
|
|
$
|
31,168
|
|
|
$
|
26,942
|
|
($ thousands)
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Deferred Tax Assets
|
|
|
|
|
||||
Employee benefits, compensation and insurance
|
|
$
|
10,011
|
|
|
$
|
18,783
|
|
Accrued expenses
|
|
12,122
|
|
|
18,843
|
|
||
Postretirement and postemployment benefit plans
|
|
401
|
|
|
706
|
|
||
Deferred rent
|
|
6,438
|
|
|
8,319
|
|
||
Accounts receivable reserves
|
|
5,105
|
|
|
7,479
|
|
||
Net operating loss (“NOL”) carryforward/carryback
|
|
7,540
|
|
|
23,302
|
|
||
Capital loss carryforward
|
|
1,450
|
|
|
2,185
|
|
||
Inventory capitalization and inventory reserves
|
|
3,058
|
|
|
3,871
|
|
||
Impairment of investment in nonconsolidated affiliate
|
|
1,470
|
|
|
2,590
|
|
||
Alternative minimum tax credit carryforward
|
|
—
|
|
|
270
|
|
||
Other
|
|
1,234
|
|
|
1,580
|
|
||
Total deferred tax assets, before valuation allowance
|
|
48,829
|
|
|
87,928
|
|
||
Valuation allowance
|
|
(5,763
|
)
|
|
(7,890
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
43,066
|
|
|
80,038
|
|
||
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
||||
Retirement plans
|
|
(13,071
|
)
|
|
(8,421
|
)
|
||
LIFO inventory valuation
|
|
(42,032
|
)
|
|
(61,301
|
)
|
||
Capitalized software
|
|
(4,141
|
)
|
|
(8,715
|
)
|
||
Depreciation
|
|
(1,786
|
)
|
|
(9,076
|
)
|
||
Intangible assets
|
|
(28,831
|
)
|
|
(41,645
|
)
|
||
Other
|
|
(1,567
|
)
|
|
(1,096
|
)
|
||
Total deferred tax liabilities
|
|
(91,428
|
)
|
|
(130,254
|
)
|
||
Net deferred tax liability
|
|
$
|
(48,362
|
)
|
|
$
|
(50,216
|
)
|
($ thousands)
|
Famous Footwear
|
|
Brand Portfolio
|
|
Other
|
|
Total
|
|
||||
Fiscal 2017
|
|
|
|
|
||||||||
External sales
|
$
|
1,637,627
|
|
$
|
1,147,957
|
|
$
|
—
|
|
$
|
2,785,584
|
|
Intersegment sales
|
—
|
|
85,124
|
|
—
|
|
85,124
|
|
||||
Depreciation and amortization
|
29,990
|
|
16,873
|
|
17,207
|
|
64,070
|
|
||||
Operating earnings (loss)
|
92,230
|
|
80,212
|
|
(32,411
|
)
|
140,031
|
|
||||
Segment assets
|
500,862
|
|
814,508
|
|
174,045
|
|
1,489,415
|
|
||||
Purchases of property and equipment
|
22,920
|
|
15,865
|
|
5,935
|
|
44,720
|
|
||||
Capitalized software
|
483
|
|
232
|
|
5,743
|
|
6,458
|
|
||||
|
|
|
|
|
||||||||
Fiscal 2016
|
|
|
|
|
||||||||
External sales
|
$
|
1,590,065
|
|
$
|
989,323
|
|
$
|
—
|
|
$
|
2,579,388
|
|
Intersegment sales
|
—
|
|
91,415
|
|
—
|
|
91,415
|
|
||||
Depreciation and amortization
|
27,832
|
|
11,028
|
|
17,271
|
|
56,131
|
|
||||
Operating earnings (loss)
|
83,735
|
|
76,248
|
|
(48,998
|
)
|
110,985
|
|
||||
Segment assets
|
526,555
|
|
838,328
|
|
110,390
|
|
1,475,273
|
|
||||
Purchases of property and equipment
|
37,697
|
|
8,828
|
|
3,998
|
|
50,523
|
|
||||
Capitalized software
|
3,468
|
|
50
|
|
5,521
|
|
9,039
|
|
||||
|
|
|
|
|
||||||||
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
|
|
||||
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
|
|
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Operating earnings
|
|
$
|
140,031
|
|
|
$
|
110,985
|
|
|
$
|
135,107
|
|
Interest expense
|
|
(18,089
|
)
|
|
(15,111
|
)
|
|
(16,589
|
)
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(10,651
|
)
|
|||
Interest income
|
|
764
|
|
|
1,380
|
|
|
899
|
|
|||
Earnings before income taxes
|
|
$
|
122,706
|
|
|
$
|
97,254
|
|
|
$
|
108,766
|
|
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net Sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,603,725
|
|
|
$
|
2,385,111
|
|
|
$
|
2,342,590
|
|
Far East
|
|
98,287
|
|
|
134,430
|
|
|
177,654
|
|
|||
Canada
|
|
75,764
|
|
|
59,847
|
|
|
57,186
|
|
|||
Latin America and other
|
|
7,808
|
|
|
—
|
|
|
—
|
|
|||
Total net sales
|
|
$
|
2,785,584
|
|
|
$
|
2,579,388
|
|
|
$
|
2,577,430
|
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
450,323
|
|
|
$
|
617,211
|
|
|
$
|
417,198
|
|
Europe
|
|
177,755
|
|
|
286
|
|
|
271
|
|
|||
Canada
|
|
10,878
|
|
|
10,141
|
|
|
8,596
|
|
|||
Far East
|
|
1,686
|
|
|
1,814
|
|
|
2,193
|
|
|||
Other
|
|
1,984
|
|
|
2,076
|
|
|
—
|
|
|||
Total long-lived assets
|
|
$
|
642,626
|
|
|
$
|
631,528
|
|
|
$
|
428,258
|
|
($ thousands)
|
February 3, 2018
|
|
January 28, 2017
|
|
||
Raw materials
|
$
|
17,531
|
|
$
|
15,378
|
|
Work-in-process
|
689
|
|
1,093
|
|
||
Finished goods
|
551,159
|
|
569,293
|
|
||
Inventories, net
|
$
|
569,379
|
|
$
|
585,764
|
|
($ thousands)
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Land and buildings
|
|
$
|
49,621
|
|
|
$
|
40,363
|
|
Leasehold improvements
|
|
233,034
|
|
|
215,347
|
|
||
Technology equipment
|
|
53,070
|
|
|
52,680
|
|
||
Machinery and equipment
|
|
67,778
|
|
|
67,245
|
|
||
Furniture and fixtures
|
|
131,884
|
|
|
148,473
|
|
||
Construction in progress
|
|
7,425
|
|
|
6,996
|
|
||
Property and equipment
|
|
542,812
|
|
|
531,104
|
|
||
Allowances for depreciation
|
|
(330,013
|
)
|
|
(311,908
|
)
|
||
Property and equipment, net
|
|
$
|
212,799
|
|
|
$
|
219,196
|
|
($ thousands)
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
|
|
|
|
||||
Intangible Assets
|
|
|
|
||||
Famous Footwear
|
$
|
2,800
|
|
|
$
|
2,800
|
|
Brand Portfolio
|
285,988
|
|
|
286,488
|
|
||
Total intangible assets
|
288,788
|
|
|
289,288
|
|
||
Accumulated amortization
|
(76,701
|
)
|
|
(72,628
|
)
|
||
Total intangible assets, net
|
212,087
|
|
|
216,660
|
|
||
Goodwill
|
|
|
|
||||
Brand Portfolio
|
127,081
|
|
|
127,098
|
|
||
Total goodwill
|
127,081
|
|
|
127,098
|
|
||
Goodwill and intangible assets, net
|
$
|
339,168
|
|
|
$
|
343,758
|
|
|
|
|
|
January 28, 2017
|
|||||||||||
|
|
Estimated Useful Lives
|
|
Original Cost
|
|
|
Accumulated Amortization
|
|
|
Net Carrying Value
|
|
||||
Trademarks
|
|
15-40 years
|
|
$
|
165,288
|
|
|
$
|
72,604
|
|
|
$
|
92,684
|
|
|
Trademarks
|
|
Indefinite
|
|
117,900
|
|
(1
|
)
|
—
|
|
|
117,900
|
|
|||
Customer relationships
|
|
15 years
|
|
6,100
|
|
(1
|
)
|
24
|
|
|
6,076
|
|
|||
|
|
|
|
$
|
289,288
|
|
|
$
|
72,628
|
|
|
$
|
216,660
|
|
|
|
|
|
|
|
Year
|
Percentage
|
|
2018
|
104.688
|
%
|
2019
|
103.125
|
%
|
2020
|
101.563
|
%
|
2021 and thereafter
|
100.000
|
%
|
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Minimum rent
|
|
$
|
171,980
|
|
|
$
|
160,806
|
|
|
$
|
149,902
|
|
Contingent rent
|
|
513
|
|
|
470
|
|
|
520
|
|
|||
Sublease income
|
|
(1,705
|
)
|
|
(1,665
|
)
|
|
(1,223
|
)
|
|||
Total
|
|
$
|
170,788
|
|
|
$
|
159,611
|
|
|
$
|
149,199
|
|
($ thousands)
|
|
|
|
|
2018
|
|
$
|
177,056
|
|
2019
|
|
146,218
|
|
|
2020
|
|
126,898
|
|
|
2021
|
|
103,692
|
|
|
2022
|
|
82,402
|
|
|
Thereafter
|
|
229,157
|
|
|
Total minimum operating lease payments
(1)
|
|
$
|
865,423
|
|
(U.S. $ equivalent in thousands)
|
|
February 3, 2018
|
|
|
January 28, 2017
|
|
||
Financial Instruments
|
|
|
|
|
||||
Euro
|
|
$
|
21,223
|
|
|
$
|
13,297
|
|
U.S. dollars (purchased by the Company’s Canadian division with Canadian dollars)
|
|
16,874
|
|
|
18,826
|
|
||
Chinese yuan
|
|
12,058
|
|
|
7,723
|
|
||
New Taiwanese dollars
|
|
596
|
|
|
526
|
|
||
United Arab Emirates dirham
|
|
—
|
|
|
823
|
|
||
Japanese yen
|
|
—
|
|
|
769
|
|
||
Other currencies
|
|
415
|
|
|
124
|
|
||
Total financial instruments
|
|
$
|
51,166
|
|
|
$
|
42,088
|
|
($ in thousands)
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
Balance Sheet Location
|
Fair Value
|
|
|
Balance Sheet Location
|
Fair Value
|
|
||||
Foreign exchange forwards contracts:
|
|
|
|
|
|
|
|||||
February 3, 2018
|
Prepaid expenses and other current assets
|
|
$
|
1,540
|
|
|
Other accrued expenses
|
|
$
|
542
|
|
January 28, 2017
|
Prepaid expenses and other current assets
|
|
$
|
234
|
|
|
Other accrued expenses
|
|
$
|
874
|
|
|
|
2017
|
|
2016
|
||||||||||||
Foreign exchange forward contracts:
Income Statement Classification (Losses) Gains - Realized |
|
(Loss) Gain
Recognized in OCI on Derivatives |
|
|
Gain (Loss) Reclassified
from Accumulated OCI into Earnings |
|
|
Loss
Recognized in OCI on Derivatives |
|
|
(Loss) Gain Reclassified
from Accumulated OCI into Earnings |
|
||||
Net sales
|
|
$
|
(25
|
)
|
|
$
|
30
|
|
|
$
|
(61
|
)
|
|
$
|
(125
|
)
|
Cost of goods sold
|
|
1,144
|
|
|
171
|
|
|
(1,308
|
)
|
|
64
|
|
||||
Selling and administrative expenses
|
|
1,011
|
|
|
157
|
|
|
(359
|
)
|
|
(441
|
)
|
||||
Interest expense
|
|
(1
|
)
|
|
(1
|
)
|
|
(21
|
)
|
|
(4
|
)
|
•
|
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 February 3, 2018
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
|
$
|
53,106
|
|
|
$
|
53,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
|
6,445
|
|
|
6,445
|
|
|
—
|
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
|
(6,445
|
)
|
|
(6,445
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
|
(2,289
|
)
|
|
(2,289
|
)
|
|
—
|
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
|
(4,343
|
)
|
|
(4,343
|
)
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments, net
|
|
998
|
|
|
—
|
|
|
998
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
As of January 28, 2017
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents – money market funds
|
|
$
|
27,530
|
|
|
$
|
27,530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-qualified deferred compensation plan assets
|
|
5,051
|
|
|
5,051
|
|
|
—
|
|
|
—
|
|
||||
Non-qualified deferred compensation plan liabilities
|
|
(5,051
|
)
|
|
(5,051
|
)
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan liabilities for non-employee directors
|
|
(1,909
|
)
|
|
(1,909
|
)
|
|
—
|
|
|
—
|
|
||||
Restricted stock units for non-employee directors
|
|
(9,390
|
)
|
|
(9,390
|
)
|
|
—
|
|
|
—
|
|
||||
Performance share units
|
|
(3,352
|
)
|
|
(3,352
|
)
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments, net
|
|
(640
|
)
|
|
—
|
|
|
(640
|
)
|
|
—
|
|
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Impairment Charges
|
|
|
|
|
|
|
||||||
Famous Footwear
|
|
$
|
677
|
|
|
$
|
211
|
|
|
$
|
1,159
|
|
Brand Portfolio
|
|
3,098
|
|
|
1,375
|
|
|
1,602
|
|
|||
Total impairment charges
|
|
$
|
3,775
|
|
|
$
|
1,586
|
|
|
$
|
2,761
|
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||||||||||
|
|
Carrying Value
|
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
|
Fair Value
|
|
||||
($ thousands)
|
|
|
||||||||||||||||
Borrowings under revolving credit agreement
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
110,000
|
|
|
|
$
|
110,000
|
|
Long-term debt
|
|
197,472
|
|
|
|
210,000
|
|
|
197,003
|
|
|
|
209,000
|
|
||||
Total debt
|
|
$
|
197,472
|
|
|
|
$
|
210,000
|
|
|
$
|
307,003
|
|
|
|
$
|
319,000
|
|
($ thousands)
|
Foreign Currency Translation
|
|
|
Pension and Other Postretirement Transactions
(1)
|
|
|
Derivative Transactions
(2)
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
||||
Balance 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
|
—
|
|
|
(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 January 30, 2016
|
$
|
(900
|
)
|
|
$
|
(5,356
|
)
|
|
$
|
392
|
|
|
$
|
(5,864
|
)
|
Other comprehensive income (loss) before reclassifications
|
1,092
|
|
|
(23,888
|
)
|
|
(1,255
|
)
|
|
(24,051
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1,395
|
)
|
|
506
|
|
|
(889
|
)
|
||||
Tax provision (benefit)
|
—
|
|
|
555
|
|
|
(185
|
)
|
|
370
|
|
||||
Net reclassifications
|
—
|
|
|
(840
|
)
|
|
321
|
|
|
(519
|
)
|
||||
Other comprehensive income (loss)
|
1,092
|
|
|
(24,728
|
)
|
|
(934
|
)
|
|
(24,570
|
)
|
||||
Balance January 28, 2017
|
$
|
192
|
|
|
$
|
(30,084
|
)
|
|
$
|
(542
|
)
|
|
$
|
(30,434
|
)
|
Other comprehensive income before reclassifications
|
1,043
|
|
|
18,627
|
|
|
1,337
|
|
|
21,007
|
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
225
|
|
|
(357
|
)
|
|
(132
|
)
|
||||
Tax (benefit) provision
|
—
|
|
|
(58
|
)
|
|
121
|
|
|
63
|
|
||||
Net reclassifications
|
—
|
|
|
167
|
|
|
(236
|
)
|
|
(69
|
)
|
||||
Other comprehensive income
|
1,043
|
|
|
18,794
|
|
|
1,101
|
|
|
20,938
|
|
||||
Reclassification of stranded tax effects
|
—
|
|
|
(5,882
|
)
|
|
208
|
|
|
(5,674
|
)
|
||||
Balance February 3, 2018
|
$
|
1,235
|
|
|
$
|
(17,172
|
)
|
|
$
|
767
|
|
|
$
|
(15,170
|
)
|
(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, selling and administrative expenses and interest expense. Refer to Note 13 and Note 14 to the consolidated financial statements for additional information related to derivative financial instruments.
|
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Expense for share-based compensation plans, net of forfeitures:
|
|
|
|
|
|
|
||||||
Restricted stock
|
|
$
|
7,657
|
|
|
$
|
5,858
|
|
|
$
|
6,027
|
|
Stock performance awards
|
|
3,508
|
|
|
1,829
|
|
|
1,398
|
|
|||
Restricted stock units
|
|
66
|
|
|
—
|
|
|
—
|
|
|||
Stock options
|
|
67
|
|
|
38
|
|
|
66
|
|
|||
Total share-based compensation expense
|
|
$
|
11,298
|
|
|
$
|
7,725
|
|
|
$
|
7,491
|
|
|
|
Number of Nonvested
Restricted Shares |
|
|
Weighted-Average
Grant Date Fair Value |
|
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
|
|
Granted
|
|
402,100
|
|
|
27.55
|
|
Vested
|
|
(428,750
|
)
|
|
9.29
|
|
Forfeited
|
|
(107,750
|
)
|
|
24.24
|
|
Nonvested at January 28, 2017
|
|
1,128,049
|
|
|
25.85
|
|
Granted
|
|
392,812
|
|
|
27.07
|
|
Vested
|
|
(267,585
|
)
|
|
17.55
|
|
Forfeited
|
|
(78,475
|
)
|
|
29.26
|
|
Nonvested at February 3, 2018
|
|
1,174,801
|
|
|
$27.92
|
|
|
Number of
Nonvested Performance Share Awards at Target Level |
|
|
Number of
Nonvested Performance Share Awards at Maximum Level |
|
|
Weighted-Average
Grant Date Fair Value |
|
Nonvested at January 31, 2015
|
|
148,535
|
|
|
297,070
|
|
|
$23.39
|
|
Granted
|
|
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
|
|
Granted
|
|
159,000
|
|
|
318,000
|
|
|
26.64
|
|
Vested
|
|
(56,175
|
)
|
|
(112,350
|
)
|
|
17.00
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(7,850
|
)
|
|
(15,700
|
)
|
|
27.14
|
|
Nonvested at January 28, 2017
|
|
402,499
|
|
|
804,998
|
|
|
28.36
|
|
Granted
|
|
169,500
|
|
|
339,000
|
|
|
26.90
|
|
Vested
|
|
(160,372
|
)
|
|
(320,744
|
)
|
|
29.16
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
|
(12,000
|
)
|
|
(24,000
|
)
|
|
27.46
|
|
Nonvested at February 3, 2018
|
|
399,627
|
|
|
799,254
|
|
|
$27.45
|
|
|
|
|
|
|
2015
|
|
Dividend yield
|
|
|
|
|
|
1.0
|
%
|
Expected volatility
|
|
|
|
|
|
45.5
|
%
|
Risk-free interest rate
|
|
|
|
|
|
1.8
|
%
|
Expected term (in years)
|
|
|
|
|
|
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 - $5.99
|
|
17,000
|
|
|
1.1
|
|
$3.49
|
|
12,000
|
|
|
1.1
|
|
|
$3.56
|
|
$6.00 - $9.17
|
|
14,875
|
|
|
3.4
|
|
8.05
|
|
14,875
|
|
|
3.4
|
|
|
8.05
|
|
$9.18 - $14.60
|
|
16,000
|
|
|
3.1
|
|
11.22
|
|
16,000
|
|
|
3.1
|
|
|
11.22
|
|
$14.61 - $22.34
|
|
16,500
|
|
|
1.4
|
|
15.23
|
|
16,500
|
|
|
1.4
|
|
|
15.23
|
|
$22.35 - $29.18
|
|
16,667
|
|
|
7.0
|
|
29.18
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
81,042
|
|
|
3.2
|
|
$13.53
|
|
59,375
|
|
|
2.3
|
|
|
$9.99
|
|
|
Number of
Options |
|
|
Weighted-Average
Exercise Price |
|
Outstanding at January 28, 2017
|
|
150,540
|
|
|
$20.25
|
|
Exercised
|
|
(21,250
|
)
|
|
12.55
|
|
Forfeited
|
|
—
|
|
|
—
|
|
Canceled or expired
|
|
(48,248
|
)
|
|
34.94
|
|
Outstanding at February 3, 2018
|
|
81,042
|
|
|
$13.53
|
|
Exercisable at February 3, 2018
|
|
59,375
|
|
|
$9.99
|
|
|
Number of
Nonvested Options |
|
|
Weighted-Average
Grant Date Fair Value |
|
Nonvested at January 28, 2017
|
|
26,667
|
|
|
$8.42
|
|
Granted
|
|
—
|
|
|
—
|
|
Vested
|
|
(5,000
|
)
|
|
1.12
|
|
Forfeited
|
|
—
|
|
|
—
|
|
Nonvested at February 3, 2018
|
|
21,667
|
|
|
$10.11
|
($ thousands, except per unit amounts)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||
Weighted-average grant date fair value of RSUs granted
(1)
|
|
$
|
27.93
|
|
|
$
|
21.95
|
|
|
$
|
31.54
|
|
|
Fair value of RSUs vested
|
|
$
|
1,349
|
|
|
$
|
1,086
|
|
|
$
|
1,049
|
|
|
RSUs settled
|
|
10,356
|
|
|
52,524
|
|
|
21,698
|
|
||||
(1)
|
Includes dividend equivalents granted on outstanding RSUs, which vest immediately.
|
($ thousands)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Compensation expense
|
|
$
|
1,645
|
|
|
$
|
2,459
|
|
|
$
|
704
|
|
Income tax benefit
|
|
(620
|
)
|
|
(956
|
)
|
|
(276
|
)
|
|||
Compensation expense, net of income tax benefit
|
|
$
|
1,025
|
|
|
$
|
1,503
|
|
|
$
|
428
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||||||
AS OF FEBRUARY 3, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
|
|
|
|||||
($ thousands)
|
Parent
|
|
|
Guarantors
|
|
|
|
Eliminations
|
|
|
Total
|
|
|||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
26,089
|
|
|
$
|
—
|
|
|
$
|
37,958
|
|
|
$
|
—
|
|
|
$
|
64,047
|
|
Receivables, net
|
124,957
|
|
|
3,663
|
|
|
23,993
|
|
|
—
|
|
|
152,613
|
|
|||||
Inventories, net
|
146,068
|
|
|
394,438
|
|
|
28,873
|
|
|
—
|
|
|
569,379
|
|
|||||
Prepaid expenses and other current assets
|
26,284
|
|
|
30,456
|
|
|
8,394
|
|
|
(4,384
|
)
|
|
60,750
|
|
|||||
Intercompany receivable - current
|
521
|
|
|
74
|
|
|
9,250
|
|
|
(9,845
|
)
|
|
—
|
|
|||||
Total current assets
|
323,919
|
|
|
428,631
|
|
|
108,468
|
|
|
(14,229
|
)
|
|
846,789
|
|
|||||
Property and equipment, net
|
35,474
|
|
|
165,227
|
|
|
12,098
|
|
|
—
|
|
|
212,799
|
|
|||||
Goodwill and intangible assets, net
|
111,108
|
|
|
40,937
|
|
|
187,123
|
|
|
—
|
|
|
339,168
|
|
|||||
Other assets
|
76,317
|
|
|
13,610
|
|
|
732
|
|
|
—
|
|
|
90,659
|
|
|||||
Investment in subsidiaries
|
1,329,428
|
|
|
—
|
|
|
(23,565
|
)
|
|
(1,305,863
|
)
|
|
—
|
|
|||||
Intercompany receivable - noncurrent
|
774,588
|
|
|
520,362
|
|
|
704,810
|
|
|
(1,999,760
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
2,650,834
|
|
|
$
|
1,168,767
|
|
|
$
|
989,666
|
|
|
$
|
(3,319,852
|
)
|
|
$
|
1,489,415
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
136,797
|
|
|
$
|
102,420
|
|
|
$
|
33,745
|
|
|
$
|
—
|
|
|
$
|
272,962
|
|
Other accrued expenses
|
65,817
|
|
|
74,006
|
|
|
21,758
|
|
|
(4,384
|
)
|
|
157,197
|
|
|||||
Intercompany payable - current
|
5,524
|
|
|
—
|
|
|
4,321
|
|
|
(9,845
|
)
|
|
—
|
|
|||||
Total current liabilities
|
208,138
|
|
|
176,426
|
|
|
59,824
|
|
|
(14,229
|
)
|
|
430,159
|
|
|||||
Other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
197,472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,472
|
|
|||||
Other liabilities
|
101,784
|
|
|
35,574
|
|
|
5,464
|
|
|
—
|
|
|
142,822
|
|
|||||
Intercompany payable - noncurrent
|
1,425,951
|
|
|
98,610
|
|
|
475,199
|
|
|
(1,999,760
|
)
|
|
—
|
|
|||||
Total other liabilities
|
1,725,207
|
|
|
134,184
|
|
|
480,663
|
|
|
(1,999,760
|
)
|
|
340,294
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Caleres, Inc. shareholders’ equity
|
717,489
|
|
|
858,157
|
|
|
447,706
|
|
|
(1,305,863
|
)
|
|
717,489
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1,473
|
|
|
—
|
|
|
1,473
|
|
|||||
Total equity
|
717,489
|
|
|
858,157
|
|
|
449,179
|
|
|
(1,305,863
|
)
|
|
718,962
|
|
|||||
Total liabilities and equity
|
$
|
2,650,834
|
|
|
$
|
1,168,767
|
|
|
$
|
989,666
|
|
|
$
|
(3,319,852
|
)
|
|
$
|
1,489,415
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Net sales
|
$
|
837,849
|
|
|
$
|
1,935,265
|
|
|
$
|
211,815
|
|
|
$
|
(199,345
|
)
|
|
$
|
2,785,584
|
|
Cost of goods sold
|
580,038
|
|
|
1,090,354
|
|
|
109,104
|
|
|
(162,561
|
)
|
|
1,616,935
|
|
|||||
Gross profit
|
257,811
|
|
|
844,911
|
|
|
102,711
|
|
|
(36,784
|
)
|
|
1,168,649
|
|
|||||
Selling and administrative expenses
|
233,860
|
|
|
771,027
|
|
|
55,600
|
|
|
(36,784
|
)
|
|
1,023,703
|
|
|||||
Restructuring and other special charges, net
|
3,942
|
|
|
756
|
|
|
217
|
|
|
—
|
|
|
4,915
|
|
|||||
Operating earnings
|
20,009
|
|
|
73,128
|
|
|
46,894
|
|
|
—
|
|
|
140,031
|
|
|||||
Interest expense
|
(18,075
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(18,089
|
)
|
|||||
Interest income
|
332
|
|
|
—
|
|
|
432
|
|
|
—
|
|
|
764
|
|
|||||
Intercompany interest income (expense)
|
8,354
|
|
|
(8,813
|
)
|
|
459
|
|
|
—
|
|
|
—
|
|
|||||
Earnings before income taxes
|
10,620
|
|
|
64,301
|
|
|
47,785
|
|
|
—
|
|
|
122,706
|
|
|||||
Income tax provision
|
(24,963
|
)
|
|
(175
|
)
|
|
(10,337
|
)
|
|
—
|
|
|
(35,475
|
)
|
|||||
Equity in earnings (loss) of subsidiaries, net of tax
|
101,543
|
|
|
—
|
|
|
(1,619
|
)
|
|
(99,924
|
)
|
|
—
|
|
|||||
Net earnings
|
87,200
|
|
|
64,126
|
|
|
35,829
|
|
|
(99,924
|
)
|
|
87,231
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
87,200
|
|
|
$
|
64,126
|
|
|
$
|
35,798
|
|
|
$
|
(99,924
|
)
|
|
$
|
87,200
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net earnings
|
$
|
87,200
|
|
|
$
|
64,126
|
|
|
$
|
35,829
|
|
|
$
|
(99,924
|
)
|
|
$
|
87,231
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
1,116
|
|
|
—
|
|
|
1,116
|
|
|||||
Pension and other postretirement benefits adjustments
|
18,855
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
18,794
|
|
|||||
Derivative financial instruments
|
1,539
|
|
|
14
|
|
|
(452
|
)
|
|
—
|
|
|
1,101
|
|
|||||
Other comprehensive income from investment in subsidiaries
|
544
|
|
|
—
|
|
|
—
|
|
|
(544
|
)
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
20,938
|
|
|
14
|
|
|
603
|
|
|
(544
|
)
|
|
21,011
|
|
|||||
Comprehensive income
|
108,138
|
|
|
64,140
|
|
|
36,432
|
|
|
(100,468
|
)
|
|
108,242
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
108,138
|
|
|
$
|
64,140
|
|
|
$
|
36,328
|
|
|
$
|
(100,468
|
)
|
|
$
|
108,138
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2018
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash provided by operating activities
|
$
|
40,601
|
|
|
$
|
90,745
|
|
|
$
|
60,029
|
|
|
$
|
—
|
|
|
$
|
191,375
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(9,522
|
)
|
|
(31,159
|
)
|
|
(4,039
|
)
|
|
—
|
|
|
(44,720
|
)
|
|||||
Capitalized software
|
(5,950
|
)
|
|
(483
|
)
|
|
(25
|
)
|
|
—
|
|
|
(6,458
|
)
|
|||||
Intercompany investing
|
(20,224
|
)
|
|
197,929
|
|
|
(177,705
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by investing activities
|
(35,696
|
)
|
|
166,287
|
|
|
(181,769
|
)
|
|
—
|
|
|
(51,178
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
454,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
454,000
|
|
|||||
Repayments under revolving credit agreement
|
(564,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(564,000
|
)
|
|||||
Dividends paid
|
(12,027
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,027
|
)
|
|||||
Acquisition of treasury stock
|
(5,993
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,993
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(3,816
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,816
|
)
|
|||||
Intercompany financing
|
129,021
|
|
|
(266,061
|
)
|
|
137,040
|
|
|
—
|
|
|
—
|
|
|||||
Net cash (used for) provided by financing activities
|
(2,815
|
)
|
|
(266,061
|
)
|
|
137,040
|
|
|
—
|
|
|
(131,836
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
354
|
|
|
—
|
|
|
354
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
2,090
|
|
|
(9,029
|
)
|
|
15,654
|
|
|
—
|
|
|
8,715
|
|
|||||
Cash and cash equivalents at beginning of year
|
23,999
|
|
|
9,029
|
|
|
22,304
|
|
|
—
|
|
|
55,332
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
26,089
|
|
|
$
|
—
|
|
|
$
|
37,958
|
|
|
$
|
—
|
|
|
$
|
64,047
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
|
|||||||||||||||||||
AS OF JANUARY 28, 2017
|
|||||||||||||||||||
|
|
|
|
|
Non- Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
23,999
|
|
|
$
|
9,029
|
|
|
$
|
22,304
|
|
|
$
|
—
|
|
|
$
|
55,332
|
|
Receivables, net
|
118,746
|
|
|
5,414
|
|
|
28,961
|
|
|
—
|
|
|
153,121
|
|
|||||
Inventories, net
|
150,098
|
|
|
410,867
|
|
|
24,799
|
|
|
—
|
|
|
585,764
|
|
|||||
Prepaid expenses and other current assets
|
24,293
|
|
|
23,040
|
|
|
8,058
|
|
|
(5,863
|
)
|
|
49,528
|
|
|||||
Intercompany receivable - current
|
695
|
|
|
263
|
|
|
22,091
|
|
|
(23,049
|
)
|
|
—
|
|
|||||
Total current assets
|
317,831
|
|
|
448,613
|
|
|
106,213
|
|
|
(28,912
|
)
|
|
843,745
|
|
|||||
Property and equipment, net
|
31,424
|
|
|
176,358
|
|
|
11,414
|
|
|
—
|
|
|
219,196
|
|
|||||
Goodwill and intangible assets, net
|
113,333
|
|
|
219,337
|
|
|
11,088
|
|
|
—
|
|
|
343,758
|
|
|||||
Other assets
|
51,181
|
|
|
16,567
|
|
|
826
|
|
|
—
|
|
|
68,574
|
|
|||||
Investment in subsidiaries
|
1,343,954
|
|
|
—
|
|
|
(21,946
|
)
|
|
(1,322,008
|
)
|
|
—
|
|
|||||
Intercompany receivable - noncurrent
|
568,541
|
|
|
366,902
|
|
|
581,624
|
|
|
(1,517,067
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
2,426,264
|
|
|
$
|
1,227,777
|
|
|
$
|
689,219
|
|
|
$
|
(2,867,987
|
)
|
|
$
|
1,475,273
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
$
|
110,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110,000
|
|
Trade accounts payable
|
116,783
|
|
|
112,434
|
|
|
37,153
|
|
|
—
|
|
|
266,370
|
|
|||||
Other accrued expenses
|
74,941
|
|
|
65,228
|
|
|
16,919
|
|
|
(5,863
|
)
|
|
151,225
|
|
|||||
Intercompany payable - current
|
12,794
|
|
|
—
|
|
|
10,255
|
|
|
(23,049
|
)
|
|
—
|
|
|||||
Total current liabilities
|
314,518
|
|
|
177,662
|
|
|
64,327
|
|
|
(28,912
|
)
|
|
527,595
|
|
|||||
Other liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
197,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197,003
|
|
|||||
Other liabilities
|
91,683
|
|
|
40,507
|
|
|
3,999
|
|
|
—
|
|
|
136,189
|
|
|||||
Intercompany payable - noncurrent
|
1,209,943
|
|
|
98,982
|
|
|
208,142
|
|
|
(1,517,067
|
)
|
|
—
|
|
|||||
Total other liabilities
|
1,498,629
|
|
|
139,489
|
|
|
212,141
|
|
|
(1,517,067
|
)
|
|
333,192
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Caleres, Inc. shareholders’ equity
|
613,117
|
|
|
910,626
|
|
|
411,382
|
|
|
(1,322,008
|
)
|
|
613,117
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1,369
|
|
|
—
|
|
|
1,369
|
|
|||||
Total equity
|
613,117
|
|
|
910,626
|
|
|
412,751
|
|
|
(1,322,008
|
)
|
|
614,486
|
|
|||||
Total liabilities and equity
|
$
|
2,426,264
|
|
|
$
|
1,227,777
|
|
|
$
|
689,219
|
|
|
$
|
(2,867,987
|
)
|
|
$
|
1,475,273
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 28, 2017
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net sales
|
$
|
825,654
|
|
|
$
|
1,692,093
|
|
|
$
|
227,557
|
|
|
$
|
(165,916
|
)
|
|
$
|
2,579,388
|
|
Cost of goods sold
|
583,131
|
|
|
938,169
|
|
|
129,410
|
|
|
(133,313
|
)
|
|
1,517,397
|
|
|||||
Gross profit
|
242,523
|
|
|
753,924
|
|
|
98,147
|
|
|
(32,603
|
)
|
|
1,061,991
|
|
|||||
Selling and administrative expenses
|
212,156
|
|
|
690,292
|
|
|
57,757
|
|
|
(32,603
|
)
|
|
927,602
|
|
|||||
Restructuring and other special charges, net
|
15,333
|
|
|
433
|
|
|
7,638
|
|
|
—
|
|
|
23,404
|
|
|||||
Operating earnings
|
15,034
|
|
|
63,199
|
|
|
32,752
|
|
|
—
|
|
|
110,985
|
|
|||||
Interest expense
|
(15,102
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(15,111
|
)
|
|||||
Interest income
|
811
|
|
|
—
|
|
|
569
|
|
|
—
|
|
|
1,380
|
|
|||||
Intercompany interest income (expense)
|
8,888
|
|
|
(9,033
|
)
|
|
145
|
|
|
—
|
|
|
—
|
|
|||||
Earnings before income taxes
|
9,631
|
|
|
54,157
|
|
|
33,466
|
|
|
—
|
|
|
97,254
|
|
|||||
Income tax provision
|
(5,075
|
)
|
|
(20,084
|
)
|
|
(6,009
|
)
|
|
—
|
|
|
(31,168
|
)
|
|||||
Equity in earnings (loss) of subsidiaries, net of tax
|
61,102
|
|
|
—
|
|
|
(2,422
|
)
|
|
(58,680
|
)
|
|
—
|
|
|||||
Net earnings
|
65,658
|
|
|
34,073
|
|
|
25,035
|
|
|
(58,680
|
)
|
|
66,086
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
428
|
|
|
—
|
|
|
428
|
|
|||||
Net earnings attributable to Caleres, Inc.
|
$
|
65,658
|
|
|
$
|
34,073
|
|
|
$
|
24,607
|
|
|
$
|
(58,680
|
)
|
|
$
|
65,658
|
|
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 28, 2017
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net earnings
|
$
|
65,658
|
|
|
$
|
34,073
|
|
|
$
|
25,035
|
|
|
$
|
(58,680
|
)
|
|
$
|
66,086
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
1,045
|
|
|
—
|
|
|
1,045
|
|
|||||
Pension and other postretirement benefits adjustments
|
(24,790
|
)
|
|
—
|
|
|
62
|
|
|
—
|
|
|
(24,728
|
)
|
|||||
Derivative financial instruments
|
181
|
|
|
—
|
|
|
(1,115
|
)
|
|
—
|
|
|
(934
|
)
|
|||||
Other comprehensive income from investment in subsidiaries
|
39
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|||||
Other comprehensive loss, net of tax
|
(24,570
|
)
|
|
—
|
|
|
(8
|
)
|
|
(39
|
)
|
|
(24,617
|
)
|
|||||
Comprehensive income
|
41,088
|
|
|
34,073
|
|
|
25,027
|
|
|
(58,719
|
)
|
|
41,469
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
381
|
|
|
—
|
|
|
381
|
|
|||||
Comprehensive income attributable to Caleres, Inc.
|
$
|
41,088
|
|
|
$
|
34,073
|
|
|
$
|
24,646
|
|
|
$
|
(58,719
|
)
|
|
$
|
41,088
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 28, 2017
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
Guarantors
|
|
|
Eliminations
|
|
Total
|
|||||||||||
Net cash provided by operating activities
|
$
|
66,800
|
|
|
$
|
71,781
|
|
|
$
|
45,041
|
|
|
$
|
—
|
|
|
$
|
183,622
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(4,769
|
)
|
|
(41,606
|
)
|
|
(4,148
|
)
|
|
—
|
|
|
(50,523
|
)
|
|||||
Capitalized software
|
(5,521
|
)
|
|
(3,481
|
)
|
|
(37
|
)
|
|
—
|
|
|
(9,039
|
)
|
|||||
Acquisition cost, net of cash received
|
(259,932
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(259,932
|
)
|
|||||
Intercompany investing
|
(3,257
|
)
|
|
3,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used for investing activities
|
(273,479
|
)
|
|
(41,830
|
)
|
|
(4,185
|
)
|
|
—
|
|
|
(319,494
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under revolving credit agreement
|
623,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
623,000
|
|
|||||
Repayments under revolving credit agreement
|
(513,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(513,000
|
)
|
|||||
Dividends paid
|
(12,104
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,104
|
)
|
|||||
Acquisition of treasury stock
|
(23,139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,139
|
)
|
|||||
Issuance of common stock under share-based plans, net
|
(4,188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,188
|
)
|
|||||
Excess tax benefit related to share-based plans
|
2,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
|||||
Intercompany financing
|
126,858
|
|
|
(20,922
|
)
|
|
(105,936
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used for) financing activities
|
199,678
|
|
|
(20,922
|
)
|
|
(105,936
|
)
|
|
—
|
|
|
72,820
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|
233
|
|
|||||
(Decrease) increase in cash and cash equivalents
|
(7,001
|
)
|
|
9,029
|
|
|
(64,847
|
)
|
|
—
|
|
|
(62,819
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
31,000
|
|
|
—
|
|
|
87,151
|
|
|
—
|
|
|
118,151
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
23,999
|
|
|
$
|
9,029
|
|
|
$
|
22,304
|
|
|
—
|
|
|
$
|
55,332
|
|
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
|
|||||||||||||||||||
FOR THE FISCAL YEAR ENDED JANUARY 30, 2016
|
|||||||||||||||||||
|
|
|
|
|
Non-Guarantors
|
|
|
|
|
||||||||||
($ thousands)
|
Parent
|
|
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
|
|
|
Quarters
|
||||||||||||||
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
||||
($ thousands, except per share amounts)
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(14 Weeks)
|
|
||||
2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
631,509
|
|
|
$
|
676,954
|
|
|
$
|
774,656
|
|
|
$
|
702,465
|
|
Gross profit
|
270,908
|
|
|
287,461
|
|
|
316,885
|
|
|
293,395
|
|
||||
Net earnings
(1)
|
14,884
|
|
|
17,674
|
|
|
34,373
|
|
|
20,301
|
|
||||
Net earnings attributable to Caleres, Inc.
(1)
|
14,902
|
|
|
17,595
|
|
|
34,387
|
|
|
20,316
|
|
||||
Per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share attributable to Caleres, Inc. shareholders
(2)
|
0.35
|
|
|
0.41
|
|
|
0.80
|
|
|
0.47
|
|
||||
Diluted earnings per common share attributable to Caleres, Inc. shareholders
(2)
|
0.35
|
|
|
0.41
|
|
|
0.80
|
|
|
0.47
|
|
||||
Dividends paid
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
||||
Market value:
|
|
|
|
|
|
|
|
||||||||
High
|
32.83
|
|
|
29.11
|
|
|
31.27
|
|
|
34.34
|
|
||||
Low
|
24.86
|
|
|
24.45
|
|
|
22.39
|
|
|
26.54
|
|
|
Quarters
|
||||||||||||||
|
First Quarter
|
|
|
Second Quarter
|
|
|
Third Quarter
|
|
|
Fourth Quarter
|
|
||||
($ thousands, except per share amounts)
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 weeks)
|
|
|
(13 Weeks)
|
|
||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
584,733
|
|
|
$
|
622,937
|
|
|
$
|
732,230
|
|
|
$
|
639,488
|
|
Gross profit
|
247,793
|
|
|
259,555
|
|
|
293,771
|
|
|
260,872
|
|
||||
Net earnings (loss)
(1)
|
17,878
|
|
|
19,679
|
|
|
34,726
|
|
|
(6,196
|
)
|
||||
Net earnings (loss) attributable to Caleres, Inc.
(1)
|
17,782
|
|
|
19,768
|
|
|
34,730
|
|
|
(6,622
|
)
|
||||
Per share of common stock:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per common share attributable to Caleres, Inc. shareholders
(2)
|
0.41
|
|
|
0.46
|
|
|
0.81
|
|
|
(0.16
|
)
|
||||
Diluted earnings (loss) per common share attributable to Caleres, Inc. shareholders
(2)
|
0.41
|
|
|
0.46
|
|
|
0.81
|
|
|
(0.16
|
)
|
||||
Dividends paid
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
||||
Market value:
|
|
|
|
|
|
|
|
||||||||
High
|
29.49
|
|
|
27.30
|
|
|
26.90
|
|
|
36.61
|
|
||||
Low
|
23.89
|
|
|
21.27
|
|
|
23.12
|
|
|
24.14
|
|
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 FEBRUARY 3, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
$
|
1,567
|
|
|
$
|
1,336
|
|
|
$
|
—
|
|
|
$
|
858
|
|
(A)
|
$
|
2,045
|
|
Customer allowances
|
20,923
|
|
|
51,135
|
|
|
—
|
|
|
47,756
|
|
(B)
|
24,302
|
|
|||||
Customer discounts
|
1,162
|
|
|
4,804
|
|
|
—
|
|
|
5,215
|
|
(B)
|
751
|
|
|||||
Inventory valuation allowances
|
14,229
|
|
|
47,084
|
|
|
—
|
|
|
47,059
|
|
(C)
|
14,254
|
|
|||||
Deferred tax asset valuation allowance
|
7,890
|
|
|
—
|
|
|
—
|
|
|
2,127
|
|
(D)
|
5,763
|
|
|||||
YEAR ENDED JANUARY 28, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from assets or accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Doubtful accounts and allowances
|
$
|
2,295
|
|
|
$
|
1,384
|
|
|
$
|
70
|
|
(E)
|
$
|
2,182
|
|
(A)
|
$
|
1,567
|
|
Customer allowances
|
21,590
|
|
|
45,186
|
|
|
—
|
|
|
45,853
|
|
(B)
|
20,923
|
|
|||||
Customer discounts
|
895
|
|
|
3,573
|
|
|
—
|
|
|
3,306
|
|
(B)
|
1,162
|
|
|||||
Inventory valuation allowances
|
15,780
|
|
|
52,041
|
|
|
2,225
|
|
(E)
|
55,817
|
|
(C)
|
14,229
|
|
|||||
Deferred tax asset valuation allowance
|
6,544
|
|
|
3,697
|
|
|
450
|
|
(E)
|
2,801
|
|
(D)
|
7,890
|
|
|||||
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
|
|
(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 allowances for the net operating loss carryforwards for certain states based on the Company’s expectations for utilization of net operating loss carryforwards. In addition, in 2017, the valuation allowances related to the impairment of the investment in a nonconsolidated affiliate and capital loss carryforwards were reduced, reflecting the impact of the Tax Cuts and Jobs Act.
|
(E)
|
Established through purchase accounting related to the Allen Edmonds acquisition.
|
|
|
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
|
880,296
|
|
|
(1)
|
$
|
13.53
|
|
|
(1)
|
4,379,959
|
|
|
(2)
|
|||
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
|
Total
|
880,296
|
|
|
|
$
|
13.53
|
|
|
|
4,379,959
|
|
|
|
(1)
|
Column (a) includes 81,042 outstanding (vested and nonvested) stock options and 799,254 performance share units payable in stock, which reflects the maximum number of shares to be issued under the performance share plans. The target number of shares to be issued under the plans is 399,627. Performance share awards were disregarded for purposes of computing the weighted-average exercise price in column (b). This table excludes independent directors' deferred compensation units and restricted stock units payable in cash.
|
(2)
|
Represents our remaining shares available for award grants based upon the provisions of the plans, which reflect our practice to reserve shares for outstanding awards. The number of securities available for grant has been reduced for stock option grants and performance share awards payable in stock. 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 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
|
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1
|
|
|
10.1a
|
|
|
10.2a*
|
|
|
10.2b(1)*
|
|
|
10.2b(2)*
|
|
|
10.2c(1)*
|
|
|
10.2c(2)*
|
|
|
10.3a*
|
|
|
|
|
10.3b*
|
|
|
10.3c*
|
|
|
10.3d*
|
|
|
10.3(e)(1)*
|
|
|
10.3(e)(2)*
|
|
|
10.3(e)(3)*
|
|
|
10.3(e)(4)*
|
|
|
10.3(e)(5)*
|
|
|
10.4a*
|
|
†
|
10.4b*
|
|
†
|
10.4c*
|
|
†
|
10.4d*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11*
|
|
|
10.12*
|
|
|
10.13*
|
|
|
10.14*
|
|
|
10.15*
|
|
†
|
21
|
|
†
|
23
|
|
|
(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.
|
ITEM 16
|
FORM 10-K SUMMARY
|
|
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
|
|
April 4, 2018
|
|
Chief Executive Officer, President and Chairman of the
Board of Directors
(Principal Executive Officer)
|
/s/ Kenneth H. Hannah
|
|
|
|
|
Kenneth H. Hannah
|
|
April 4, 2018
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
/s/ W. Lee Capps
|
|
|
|
|
W. Lee Capps
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Brenda Freeman
|
|
|
|
|
Brenda Freeman
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Lori H. Greeley
|
|
|
|
|
Lori H. Greeley
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Mahendra R. Gupta
|
|
|
|
|
Mahendra R. Gupta
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Carla C. Hendra
|
|
|
|
|
Carla C. Hendra
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Ward M. Klein
|
|
|
|
|
Ward M. Klein
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Steven W. Korn
|
|
|
|
|
Steven W. Korn
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Patricia G. McGinnis
|
|
|
|
|
Patricia G. McGinnis
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ W. Patrick McGinnis
|
|
|
|
|
W. Patrick McGinnis
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
/s/ Wenda Harris Millard
|
|
|
|
|
Wenda Harris Millard
|
|
March 27, 2018
|
|
Director
|
|
|
|
|
|
(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.
|
(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.
|
Name
|
|
State or Country
of Incorporation
|
|
|
|
AESC Holding, LLC
|
|
Delaware
|
AESC Manufacturing, LLC
|
|
Delaware
|
Allen Edmonds, LLC
|
|
Wisconsin
|
Allen-Dubois SA (50% owned)
|
|
Belgium
|
Allen-Edmonds Sales Corporation
|
|
Delaware
|
Allen-Edmonds Shoe Italy, S.r.l.
|
|
Italy
|
Apollo Buyer Holding Company, LLC
|
|
Delaware
|
B&H Footwear Company Limited (51% owned)
|
|
Hong Kong
|
BG Retail, LLC
|
|
Delaware
|
BGDL Limited
|
|
Ireland
|
Buster Brown & Co.
|
|
Missouri
|
Caleres Canada, Inc.
|
|
Canada
|
Caleres Cayman Limited
|
|
Cayman Islands
|
Caleres International (Macau) Company Limited
|
|
Macau
|
Caleres International Corporation
|
|
Delaware
|
Caleres International Netherlands Holdings C.V.
|
|
Netherlands
|
Caleres Investment Company, Inc.
|
|
Delaware
|
Caleres Investment C.V.
|
|
Netherlands
|
Caleres Italy S.r.l.
|
|
Italy
|
Caleres Licensing C.V.
|
|
Netherlands
|
Caleres Licensing Cayman Limited
|
|
Cayman Islands
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Caleres Licensing Netherlands B.V.
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Netherlands
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Caleres Netherlands B.V.
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Netherlands
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Caleres Service (Macau) Company Limited
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Macau
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Caleres Services Corporation
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Ohio
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Caleres Trading Limited
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Hong Kong
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DongGuan B&H Footwear Company Limited (51% owned)
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China
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DongGuan Caleres Company Limited
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China
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DongGuan Leeway Footwear Company Limited
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China
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Edelman Shoe, Inc.
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Delaware
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Great Prosper Profits Corporation
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British Virgin Islands
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Leeway International Company Limited
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Hong Kong
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Pagoda International Footwear (Macau Commercial Offshore) Limited
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Macau
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Pagoda International Footwear Limited
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Hong Kong
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Putian Caleres Company Limited
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China
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Sidney Rich Associates, Inc.
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Missouri
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Whitenox Limited
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Hong Kong
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Wooden Shoe International, LLC
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Delaware
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CERTIFICATIONS
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1.
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I have reviewed this annual report on Form 10-K of Caleres, Inc. (the “registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Diane M. Sullivan
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Diane M. Sullivan
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Chief Executive Officer, President and Chairman of the Board of Directors
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Caleres, Inc.
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April 4, 2018
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CERTIFICATIONS
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1.
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I have reviewed this annual report on Form 10-K of Caleres, Inc. (the “registrant”);
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2.
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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;
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3.
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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;
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4.
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Kenneth H. Hannah
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Kenneth H. Hannah
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Senior Vice President and Chief Financial Officer
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Caleres, Inc.
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April 4, 2018
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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/s/ Diane M. Sullivan
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Diane M. Sullivan
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Chief Executive Officer, President and Chairman of the Board of Directors
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Caleres, Inc.
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April 4, 2018
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/s/ Kenneth H. Hannah
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Kenneth H. Hannah
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Senior Vice President and Chief Financial Officer
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Caleres, Inc.
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April 4, 2018
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