CALERES INC - Quarter Report: 2018 August (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 4, 2018

[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to _____________

Commission file number: 1-2191



CALERES, INC. (Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation or organization)	43-0197190 (IRS Employer Identification Number)

8300 Maryland Avenue St. Louis, Missouri (Address of principal executive offices)	63105 (Zip Code)
(314) 854-4000 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company” in Rule 12b-2 of the Exchange Act:



Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

As of August 31, 2018, 43,199,345 common shares were outstanding.



INDEX



PART I		Page
Item 1	Financial Statements	3
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4	Controls and Procedures	49

PART II
Item 1	Legal Proceedings	50
Item 1A	Risk Factors	50
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3	Defaults Upon Senior Securities	51
Item 4	Mine Safety Disclosures	51
Item 5	Other Information	51
Item 6	Exhibits	52
	Signature	53



PART I	FINANCIAL INFORMATION



ITEM 1	FINANCIAL STATEMENTS



CALERES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	(Unaudited)
($ thousands)	August 4, 2018			July 29, 2017			February 3, 2018
Assets
Current assets:
Cash and cash equivalents	$	102,884		$	52,942		$	64,047
Receivables, net	153,421			143,616			152,613
Inventories, net	715,705			722,005			569,379
Prepaid expenses and other current assets	62,159			36,972			60,750
Total current assets	1,034,169			955,535			846,789

Other assets	89,701			69,589			90,659
Goodwill	134,546			127,081			127,081
Intangible assets, net	227,503			214,114			212,087
Property and equipment	549,051			539,732			542,812
Allowance for depreciation	(341,325		)	(321,894		)	(330,013		)
Property and equipment, net	207,726			217,838			212,799
Total assets	$	1,693,645		$	1,584,157		$	1,489,415

Liabilities and Equity
Current liabilities:
Borrowings under revolving credit agreement	$	—		$	35,000		$	—
Trade accounts payable	400,391			402,812			272,962
Other accrued expenses	195,987			170,499			157,197
Total current liabilities	596,378			608,311			430,159

Other liabilities:
Long-term debt	197,702			197,233			197,472
Deferred rent	52,396			52,227			53,071
Other liabilities	109,975			85,212			89,751
Total other liabilities	360,073			334,672			340,294

Equity:
Common stock	432			430			430
Additional paid-in capital	140,146			124,851			136,460
Accumulated other comprehensive loss	(16,769		)	(28,051		)	(15,170		)
Retained earnings	612,044			542,499			595,769
Total Caleres, Inc. shareholders’ equity	735,853			639,729			717,489
Noncontrolling interests	1,341			1,445			1,473
Total equity	737,194			641,174			718,962
Total liabilities and equity	$	1,693,645		$	1,584,157		$	1,489,415

See notes to condensed consolidated financial statements.



CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

	(Unaudited)
	Thirteen Weeks Ended						Twenty-Six Weeks Ended
($ thousands, except per share amounts)	August 4, 2018			July 29, 2017			August 4, 2018			July 29, 2017
Net sales	$	706,612		$	676,954		$	1,338,754		$	1,308,463
Cost of goods sold	413,511			389,493			770,731			750,094
Gross profit	293,101			287,461			568,023			558,369
Selling and administrative expenses	258,835			256,170			509,033			502,681
Restructuring and other special charges, net	2,123			2,865			3,900			3,973
Operating earnings	32,143			28,426			55,090			51,715
Interest expense, net	(3,602		)	(4,375		)	(7,285		)	(9,184		)
Other income, net	3,078			2,670			6,169			5,106
Earnings before income taxes	31,619			26,721			53,974			47,637
Income tax provision	(8,008		)	(9,047		)	(13,183		)	(15,079		)
Net earnings	23,611			17,674			40,791			32,558
Net (loss) earnings attributable to noncontrolling interests	(35		)	79			(67		)	61
Net earnings attributable to Caleres, Inc.	$	23,646		$	17,595		$	40,858		$	32,497

Basic earnings per common share attributable to Caleres, Inc. shareholders	$	0.55		$	0.41		$	0.95		$	0.76

Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	0.55		$	0.41		$	0.94		$	0.75

Dividends per common share	$	0.07		$	0.07		$	0.14		$	0.14

See notes to condensed consolidated financial statements.



CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	(Unaudited)
	Thirteen Weeks Ended						Twenty-Six Weeks Ended
($ thousands)	August 4, 2018			July 29, 2017			August 4, 2018			July 29, 2017
Net earnings	$	23,611		$	17,674		$	40,791		$	32,558
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(251		)	1,820			(1,059		)	1,280
Pension and other postretirement benefits adjustments	468			309			902			727
Derivative financial instruments	(921		)	(402		)	(1,442		)	376
Other comprehensive (loss) income, net of tax	(704		)	1,727			(1,599		)	2,383
Comprehensive income	22,907			19,401			39,192			34,941
Comprehensive (loss) income attributable to noncontrolling interests	(92		)	99			(132		)	76
Comprehensive income attributable to Caleres, Inc.	$	22,999		$	19,302		$	39,324		$	34,865

See notes to condensed consolidated financial statements.



CALERES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	(Unaudited)
	Twenty-Six Weeks Ended
($ thousands)	August 4, 2018			July 29, 2017
Operating Activities
Net earnings	$	40,791		$	32,558
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	21,911			22,874
Amortization of capitalized software	5,325			7,243
Amortization of intangible assets	2,284			2,046
Amortization of debt issuance costs and debt discount	954			864
Share-based compensation expense	8,054			5,804
Loss on disposal of property and equipment	852			471
Impairment charges for property and equipment	933			2,119
Deferred rent	(675		)	1,103
Provision for doubtful accounts	124			294
Changes in operating assets and liabilities, net of acquired amounts:
Receivables	3,619			9,211
Inventories	(140,907		)	(134,465		)
Prepaid expenses and other current and noncurrent assets	(4,814		)	8,158
Trade accounts payable	124,882			136,108
Accrued expenses and other liabilities	28,561			19,399
Other, net	(887		)	493
Net cash provided by operating activities	91,007			114,280

Investing Activities
Purchases of property and equipment	(18,559		)	(24,251		)
Capitalized software	(2,951		)	(3,152		)
Acquisition cost, net of cash received	(16,793		)	—
Net cash used for investing activities	(38,303		)	(27,403		)

Financing Activities
Borrowings under revolving credit agreement	—			400,000
Repayments under revolving credit agreement	—			(475,000		)
Dividends paid	(6,053		)	(6,030		)
Acquisition of treasury stock	(3,288		)	(5,993		)
Issuance of common stock under share-based plans, net	(4,365		)	(2,490		)
Net cash used for financing activities	(13,706		)	(89,513		)
Effect of exchange rate changes on cash and cash equivalents	(161		)	246
Increase (decrease) in cash and cash equivalents	38,837			(2,390		)
Cash and cash equivalents at beginning of period	64,047			55,332
Cash and cash equivalents at end of period	$	102,884		$	52,942

See notes to condensed consolidated financial statements.

CALERES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1	Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations, comprehensive income and cash flows of Caleres, Inc. ("the Company"). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company's consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions.

The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales. Traditionally, the third fiscal quarter accounts for a substantial portion of the Company’s earnings for the year. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications did not affect net earnings attributable to Caleres, Inc.

For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended February 3, 2018.



Note 2	Impact of New Accounting Pronouncements

Impact of Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequently issued several ASUs to clarify the implementation guidance in ASU 2014-09. Topic 606 provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the ASUs in the first quarter of 2018 using the modified retrospective method, which resulted in a cumulative-effect adjustment of $4.8 million to reduce retained earnings, with a corresponding $6.4 million increase to other accrued expenses and a $1.6 million decrease to deferred tax liabilities. Adoption of the standard is not anticipated to significantly impact the statements of earnings on an ongoing basis. Refer to Note 4 to the condensed consolidated financial statements for additional information.

In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which requires recognition of the income tax effects of intercompany sales and intra-entity transfers of assets, other than inventory, when the transfer occurs. The ASU was effective for the Company at the beginning of the 2018 fiscal year. The ASU was adopted during the first quarter of 2018 using a modified retrospective approach, which resulted in a cumulative-effect adjustment to retained earnings of $10.5 million, with a corresponding $5.4 million reduction to an income tax asset and a $5.1 million increase to deferred tax liabilities.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The standard provides guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. The ASU also narrows the definition of a business by requiring a set of assets to include an input and at least one substantive process that together significantly contribute to the ability to create outputs for it to be considered a business. The guidance was effective for the Company at the beginning of the 2018 fiscal year. The Company adopted the ASU on a prospective basis during the first quarter of 2018, which had no impact on the Company's condensed consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU amended Accounting Standards Codification ("ASC") 715, Compensation — Retirement

Benefits, to require employers that present a measure of operating income in their statements of earnings to include only the service cost component of net periodic pension cost and net periodic postretirement benefit cost in operating expenses (together with other employee compensation costs). The other components of net periodic benefit cost, including amortization of prior service cost/credit, and settlement and curtailment effects, are to be included in non-operating expenses. The ASU was effective for the Company at the beginning of the 2018 fiscal year. The Company adopted the ASU during the first quarter of 2018 on a retrospective basis using the practical expedient permitted by the ASU and reclassified $2.7 million and $5.1 million of non-service cost components of net periodic benefit income for the thirteen and twenty-six weeks ended July 29, 2017, respectively, to other income, net in the condensed consolidated statements of earnings. For the thirteen and twenty-six weeks ended August 4, 2018, $3.1 million and $6.2 million, respectively, of non-service cost components of net periodic benefit income is presented as other income. Refer to Note 12 to the condensed consolidated financial statements for additional information.

In May 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic 718), Scope of Modification Accounting. The ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. Entities will apply modification accounting if the value, vesting conditions or classification of the award changes. The ASU was effective for the Company at the beginning of the 2018 fiscal year. The Company adopted the ASU on a prospective basis in the first quarter of 2018, which had no impact on the Company's condensed consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities, which amends the hedge accounting model in ASC 815 to better portray the economic results of an entity's risk management activities in its financial statements and simplifies the application of hedge accounting in certain situations. The ASU eliminates the requirement to separately measure and report hedge ineffectiveness. ASU 2017-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted the ASU in the first quarter of 2018, which did not have a material impact on the Company's condensed consolidated financial statements.

Impact of Prospective Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. The FASB has subsequently issued ASUs with improvements to the guidance, including ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities with an additional transition method to adopt the new standard. Under the new optional transition method, an entity initially applies Topic 842 at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The ASUs are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 using a modified retrospective approach, with early adoption permitted. The Company will adopt the ASUs in the first quarter of 2019 using the optional transition method permitted by ASU 2018-11. The Company's implementation team is developing and executing the plan to adopt the ASUs. The Company's accounting systems have been upgraded to comply with the requirements of the new standard and the Company is in the process of evaluating the impact of the standard on its leases and processes. The Company anticipates electing the package of practical expedients permitted within the ASU; however, it does not expect to elect the hindsight practical expedient. Due to the large number of retail operating leases to which the Company is a party, the Company anticipates that the impact to its condensed consolidated balance sheets upon adoption in the first quarter of 2019 will be material. The Company is still assessing the impact to the condensed consolidated statements of earnings. Impairment charges related to underperforming retail stores are expected to be greater under the new standard due to the additional required right-of-use asset associated with each asset group. As the impact of the ASU is non-cash in nature, the impact to the Company's condensed consolidated statements of cash flows is not expected to be material. Adoption of the ASU is not expected to trigger non-compliance with any covenant or other restrictions under the provisions of any of the Company’s debt obligations.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for share-based payments to nonemployees with the guidance for employees. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company anticipates that the adoption of the ASU in the first quarter of 2019 will not have a material impact on the Company's condensed consolidated financial statements.



Note 3	Acquisitions

Acquisition of Blowfish, LLC

On July 6, 2018, the Company entered into a Membership Interest Purchase Agreement ("Purchase Agreement") with Blowfish, LLC ("Blowfish", or "Blowfish Malibu"), pursuant to which the Company acquired a controlling interest in Blowfish. The noncontrolling interest is subject to a mandatory purchase obligation after a three-year period based upon an earnings multiple formula, as specified in the Purchase Agreement. The aggregate purchase price is estimated to be $28.1 million, including

approximately $9.1 million preliminarily assigned to the mandatory purchase obligation, which will be paid upon settlement in 2021. The remaining $19.0 million (or $16.8 million, net of $2.2 million of cash received) was funded with cash. The preliminary estimate of the mandatory purchase obligation, which is recorded within other liabilities on the condensed consolidated balance sheet, is presented on a discounted basis and is subject to remeasurement based on the earnings formula specified in the Purchase Agreement. Accretion of the mandatory purchase obligation and any remeasurement adjustments will be recorded as interest expense. The operating results of Blowfish since July 6, 2018 have been included in the Company's condensed consolidated financial statements within the Brand Portfolio segment.

Blowfish Malibu, which was founded in 2005, designs and sells women's and children's footwear that captures the fresh youthful spirit and casual living that is distinctively Southern California. Footwear is marketed under the "Blowfish" and Blowfish Malibu" tradenames. The acquisition allows for continued expansion of the Company's overall business and provides additional exposure to the growing sneaker and casual lifestyle segment of the market.

The Brand Portfolio segment recognized $0.5 million ($0.4 million on an after-tax basis, or $0.01 per diluted share) in incremental cost of goods sold in the thirteen weeks ended August 4, 2018 related to the amortization of the inventory fair value adjustment required for purchase accounting. In addition, the Company incurred acquisition-related costs of $0.2 million ($0.2 million on an after-tax basis) in the thirteen weeks ended August 4, 2018, which were recorded as a component of restructuring and other special charges, net within the Other category. Refer to Note 6 to the consolidated financial statements for additional information related to the acquisition costs.

The assets and liabilities of Blowfish Malibu were recorded at their estimated fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill. The Company has preliminarily allocated the purchase price as of the acquisition date, July 6, 2018 as follows:



($ thousands)	July 6, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	2,207
Receivables	4,612
Inventories	6,400
Prepaid expense and other current assets	317
Total current assets	13,536
Other assets	539
Goodwill	7,465
Intangible assets	15,800
Property and equipment	112
Total assets	$	37,452

LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	2,915
Other accrued expenses	5,739
Total current liabilities	8,654
Deferred income taxes	581
Other liabilities	77
Total liabilities	9,312
Net assets	$	28,140

The allocation of the purchase price is based on certain preliminary valuations and analysis that have not been completed as of the date of this filing. Any subsequent changes in the estimated fair values assumed upon the finalization of more detailed analysis within the measurement period will change the allocation of the purchase price and will be adjusted during the period in which the amounts are determined. The Company’s purchase price allocation contains uncertainties because it required management to

make assumptions and to apply judgment to estimate the fair value of the acquired assets and liabilities. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The judgments the Company used in estimating the fair values assigned to each class of the acquired assets and assumed liabilities could materially affect the results of its operations. Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows (Level 3 fair value measurements). Unanticipated events or circumstances may occur, which could affect the accuracy of the Company’s fair value estimates, including assumptions regarding industry economic factors and business strategies.

A third-party valuation specialist assisted the Company with its preliminary fair value estimates for inventory, intangible assets other than goodwill and the mandatory purchase obligation. The Company used all available information to make its best estimate of fair values at the acquisition date.

Goodwill and intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed. The goodwill recognized is primarily attributable to synergies and an assembled workforce and is not deductible for tax purposes. Refer to Note 9 to the consolidated financial statements for additional information regarding goodwill and intangible assets.

During the period from the acquisition date through August 4, 2018, Blowfish Malibu contributed $2.5 million of net sales and had an immaterial impact on the Company's earnings.

Acquisition of Allen Edmonds

On December 13, 2016, the Company entered into a Stock Purchase Agreement with Apollo Investors, LLC and Apollo Buyer Holding Company, Inc., pursuant to which the Company acquired all outstanding capital stock of Allen Edmonds ("Allen Edmonds"). The aggregate purchase price for the Allen Edmonds stock was $259.9 million, net of cash received of $0.7 million. The operating results of Allen Edmonds are included in the Company’s condensed consolidated financial statements within the Brand Portfolio segment.

Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows. During the thirteen and twenty-six weeks ended July 29, 2017, the Company recognized $1.9 million in cost of goods sold ($1.2 million on an after-tax basis, or $0.03 per diluted share) and $4.9 million in cost of goods sold ($3.0 million on an after-tax basis, or $0.07 per diluted share), respectively, related to the amortization of the inventory fair value adjustment required for purchase accounting. The inventory fair value adjustment was fully amortized as of July 29, 2017. As further discussed in Note 6 to the consolidated financial statements, the Company also incurred acquisition and integration costs during the twenty-six weeks ended August 4, 2018 and July 29, 2017.



Note 4	Revenues

Impact of Adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

On February 4, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of that date. Topic 606 provides a five-step analysis of transactions to determine when and how revenue is recognized, based upon the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Adoption of the standard resulted in a cumulative-effect adjustment to retained earnings of $4.8 million as of February 4, 2018, related to loyalty points issued under the Company's loyalty program ("Rewards") within the Famous Footwear segment. Topic 606 requires a deferral of revenue associated with loyalty points using a relative stand-alone selling price method rather than the incremental cost approach the Company used previously. The standard also requires the reclassification of the returns reserve from receivables to other accrued expenses and the reclassification of the return asset from inventories to prepaid expenses and other current assets in the condensed consolidated balance sheets. The comparative information for prior periods has not been restated and continues to be reported under the accounting standards in effect for those periods.

The impact of the adoption of Topic 606 on the condensed balance sheet as of August 4, 2018 was as follows:



	August 4, 2018
($ thousands)	As reported		Balances without adoption of Topic 606		Effect of change Higher/(Lower)

Balance sheet
Assets
Current assets:
Receivables, net	$	153,421	$	148,263	$	5,158
Inventories, net	715,705		719,930		(4,225		)
Prepaid expenses and other current assets	62,159		55,953		6,206

Liabilities
Current liabilities:
Other accrued expenses	195,987		183,979		12,008

Equity
Retained earnings	612,044		616,913		(4,869		)

Adoption of the standard also required various changes that impacted the statement of earnings. These changes generally result in either a shift in the timing of revenue recognition or the reclassification of an item from one caption on the statement of earnings to another. As disclosed above, the primary impact is related to deferring revenue at a higher rate for the Company's loyalty program. There are also reclassifications related to income received under co-op marketing arrangements with the Company's vendors and the recognition of certain sales transactions in the Company's retail stores on a net commission basis rather than recording on a gross basis. The impact of all changes related to Topic 606 to the statement of earnings for the thirteen and twenty-six weeks ended August 4, 2018 was as follows:



	For the Thirteen Weeks Ended August 4, 2018
($ thousands)	As reported		Balances without the adoption of Topic 606		Effect of change (Lower)/Higher

Statement of Earnings
Net sales	$	706,612	$	707,262	$	(650	)
Cost of goods sold	413,511		413,594		(83		)
Gross profit	293,101		293,668		(567		)
Selling and administrative expenses	258,835		259,462		(627		)
Restructuring and other special charges, net	2,123		2,123		—
Operating earnings	$	32,143	$	32,083	$	60


	For the Twenty-Six Weeks Ended August 4, 2018
($ thousands)	As reported		Balances without the adoption of Topic 606		Effect of change (Lower)/Higher

Statement of Earnings
Net sales	$	1,338,754	$	1,340,183	$	(1,429	)
Cost of goods sold	770,731		770,806		(75		)
Gross profit	568,023		569,377		(1,354		)
Selling and administrative expenses	509,033		510,250		(1,217		)
Restructuring and other special charges, net	3,900		3,900		—
Operating earnings	$	55,090	$	55,227	$	(137	)

The adoption of Topic 606 had an immaterial impact on net earnings and earnings per share for the thirteen and twenty-six weeks ended August 4, 2018.

Accounting Policy

Revenue is recognized when obligations under the terms of a contract with the consumer are satisfied. This generally occurs at the time of transfer of control of merchandise. The Company considers several control indicators in its assessment of the timing of the transfer of control, including significant risks and rewards of ownership, physical possession and the Company's right to receive payment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring merchandise. The Company applies the guidance using the portfolio approach because this methodology would not differ materially from applying the guidance to the individual contracts within the portfolio. The Company elected the practical expedient to exclude sales and similar taxes collected from customers from the measurement of the transaction price for its retail sales.

Disaggregation of Revenues

The following table disaggregates revenue by segment and major source for the periods ended August 4, 2018:



	For the Thirteen Weeks Ended August 4, 2018
($ thousands)	Famous Footwear		Brand Portfolio		Total

Retail stores	$	401,008	$	43,587	$	444,595
Landed wholesale	—		164,454		164,454
First-cost wholesale	—		27,160		27,160
E-commerce	28,332		37,273		65,605
Licensing and royalty	—		4,582		4,582
Other ⁽¹⁾	132		84		216
Net sales	$	429,472	$	277,140	$	706,612

	For the Twenty-Six Weeks Ended August 4, 2018
($ thousands)	Famous Footwear		Brand Portfolio		Total


Retail stores	$	739,264	$	86,371	$	825,635
Landed wholesale	—		332,264		332,264
First-cost wholesale	—		40,565		40,565
E-commerce	53,346		78,223		131,569
Licensing and royalty	—		8,294		8,294
Other ⁽¹⁾	273		154		427
Net sales	$	792,883	$	545,871	$	1,338,754
⁽¹⁾Includes breakage revenue from unredeemed gift cards

Retail stores

The majority of the Company's revenue is generated from retail sales where control is transferred and revenue is recognized at the point of sale. Retail sales are recorded net of returns and exclude sales tax. Merchandise returns are recognized as a reduction of sales at the time the merchandise is returned. In addition, the Company carries a returns reserve and a corresponding return asset for expected returns of merchandise.

Retail sales to members of our Rewards program include two performance obligations: the sale of merchandise and the delivery of points that may be redeemed for future purchases at Famous Footwear. The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price. The stand-alone selling price for the points is estimated using the retail value of the merchandise earned, adjusted for estimated breakage based upon historical redemption patterns. The Company has elected to adopt the practical expedient that allows entities to disregard the effect of the time value of money between payment for and receipt of goods when the sale does not include a financing element. The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired. Upon adoption of Topic 606 as of February 4, 2018, the Rewards program liability, included in other accrued expenses on the condensed consolidated balance sheets, increased $6.4 million, from $8.1 million to $14.5 million.

Landed wholesale

Landed sales are wholesale sales in which the merchandise is shipped directly to the customer from the Company’s warehouses. Many landed customers arrange their own transportation of merchandise and, with limited exceptions, control is transferred at the time of shipment.

First-cost wholesale

First-cost sales are wholesale sales in which the Company purchases merchandise from an international factory that manufactures the product. Revenue is recognized at the time the merchandise is delivered to the customer’s designated freight forwarder and control is transferred to the customer.

E-commerce

The Company also generates revenue through online and drop-ship sales, cumulatively referred to as "e-commerce". The Company transfers control and recognizes revenue for merchandise sold that is shipped directly to an individual consumer upon delivery to the consumer.

Licensing and royalty

The Company has license agreements with third parties allowing them to sell the Company’s branded product, or other merchandise that uses the Company’s owned or licensed brand names. These license agreements provide the licensee access to the Company's symbolic intellectual property, and revenue is therefore recognized over the license term. For royalty contracts that do not have guaranteed minimums, the Company recognizes revenue as the licensee's sales occur. For royalty contracts that have guaranteed minimums, revenue for the guaranteed minimum is recognized on a straight-line basis during the term, until such time that the cumulative royalties exceed the total minimum guarantee. Up-front payments are recognized over the contractual term to which the guaranteed minimum relates.

Contract Balances

Revenue is recorded at the transaction price, net of estimates for variable consideration for which reserves are established, including returns, allowances and discounts. Variable consideration is estimated using the expected value method and given the large number of contracts with similar characteristics, the portfolio approach is applied to determine the variable consideration for each revenue stream. Reserves for projected returns are based on historical patterns and current expectations.

Information about significant contract balances from contracts with customers is as follows:



($ thousands)	August 4, 2018		February 3, 2018
Customer allowances and discounts	$	21,838	$	20,259
Rewards program liability	14,780		8,130
Returns reserve	10,774		8,332
Gift card liability	4,420		5,509

Changes in contract balances with customers generally reflect differences in relative sales volume for the period presented. In addition, during the twenty-six weeks ended August 4, 2018, the Rewards program liability increased $8.9 million due to purchases and $6.4 million due to the adoption of Topic 606 and decreased $8.7 million due to expirations and redemptions. The change in the balance of the returns reserve is primarily due to the impact of account reclassifications required by adoption of Topic 606 on February 4, 2018.



Note 5	Earnings Per Share

The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Caleres, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc. shareholders for the periods ended August 4, 2018 and July 29, 2017:



	Thirteen Weeks Ended						Twenty-Six Weeks Ended
($ thousands, except per share amounts)	August 4, 2018			July 29, 2017			August 4, 2018			July 29, 2017
NUMERATOR
Net earnings	$	23,611		$	17,674		$	40,791		$	32,558
Net loss (earnings) attributable to noncontrolling interests	35			(79		)	67			(61		)
Net earnings allocated to participating securities	(673		)	(490		)	(1,148		)	(895		)
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities	$	22,973		$	17,105		$	39,710		$	31,602

DENOMINATOR
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders	41,964			41,783			41,937			41,807
Dilutive effect of share-based awards	117			171			120			172
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders	42,081			41,954			42,057			41,979

Basic earnings per common share attributable to Caleres, Inc. shareholders	$	0.55		$	0.41		$	0.95		$	0.76

Diluted earnings per common share attributable to Caleres, Inc. shareholders	$	0.55		$	0.41		$	0.94		$	0.75

Options to purchase 16,667 shares of common stock for the thirteen and twenty-six weeks ended July 29, 2017 were not included in the denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders because the effect would be anti-dilutive. There were no options to purchase shares excluded from the denominator for the thirteen and twenty-six weeks ended August 4, 2018.

During the twenty-six weeks ended August 4, 2018 and July 29, 2017, the Company repurchased 100,000 and 225,000 shares, respectively, under the publicly announced share repurchase program, which permits repurchases of up to 2.5 million shares. The Company did not purchase any shares during the thirteen weeks ended August 4, 2018 or July 29, 2017. As of August 4, 2018, the Company has repurchased a total of 1.4 million shares under this program.



Note 6	Restructuring and Other Initiatives

During the thirteen and twenty-six weeks ended August 4, 2018, the Company incurred integration and reorganization costs, primarily for severance, related to the men's business totaling $1.9 million ($1.4 million on an after-tax basis, or $0.03 per diluted share) and $3.7 million ($2.7 million on an after-tax basis, or $0.07 per diluted share), respectively. Of the $1.9 million in costs presented as restructuring and other special charges, net in the condensed consolidated statements of earnings for the thirteen weeks ended August 4, 2018, $1.8 million was reflected within the Brand Portfolio segment and $0.1 million was reflected within the Other category. Of the $3.7 million in costs for the twenty-six weeks ended August 4, 2018, $3.4 million was reflected within the Brand Portfolio segment and $0.3 million was reflected within the Other category. The Company also incurred acquisition costs associated with the acquisition of Blowfish Malibu of $0.2 million during the thirteen weeks ended August 4, 2018, which is presented as restructuring and other special charges, net in the condensed consolidated statements of earnings and reflected within the Other category. Refer to further discussion of the acquisition in Note 3 to the condensed consolidated financial statements.

During the thirteen and twenty-six weeks ended July 29, 2017, the Company incurred integration and reorganization costs, primarily for professional fees and severance expense, totaling $2.9 million ($1.9 million on an after-tax basis, or $0.04 per diluted share) and $4.0 million ($2.6 million on an after-tax basis, or $0.06 per diluted share), respectively, related to the men's business. Of the $2.9 million in costs presented as restructuring and other special charges, net in the condensed consolidated statements of earnings for the thirteen weeks ended July 29, 2017, $2.2 million is reflected within the Other category and $0.7 million is reflected within the Brand Portfolio segment. Of the $4.0 million in restructuring and other special charges for the twenty-six weeks ended July 29, 2017, $2.5 million is reflected within the Other category and $1.5 million is reflected within the Brand Portfolio segment.



Note 7	Business Segment Information

Following is a summary of certain key financial measures for the Company’s business segments for the periods ended August 4, 2018 and July 29, 2017:



	Famous Footwear		Brand Portfolio
($ thousands)					Other			Total
Thirteen Weeks Ended August 4, 2018
External sales	$	429,472	$	277,140	$	—		$	706,612
Intersegment sales	—		27,881		—			27,881
Operating earnings (loss)	33,240		13,607		(14,704		)	32,143
Segment assets	650,366		860,093		183,186			1,693,645

Thirteen Weeks Ended July 29, 2017
External sales	$	404,930	$	272,024	$	—		$	676,954
Intersegment sales	—		29,850		—			29,850
Operating earnings (loss)	25,112		15,916		(12,602		)	28,426
Segment assets	636,399		839,674		108,084			1,584,157

Twenty-Six Weeks Ended August 4, 2018
External sales	$	792,883	$	545,871	$	—		$	1,338,754
Intersegment sales	—		42,656		—			42,656
Operating earnings (loss)	55,097		26,094		(26,101		)	55,090

Twenty-Six Weeks Ended July 29, 2017
External sales	$	771,424	$	537,039	$	—		$	1,308,463
Intersegment sales	—		44,550		—			44,550
Operating earnings (loss)	45,391		29,230		(22,906		)	51,715

The Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments.

Following is a reconciliation of operating earnings to earnings before income taxes:



	Thirteen Weeks Ended						Twenty-Six Weeks Ended
($ thousands)	August 4, 2018			July 29, 2017			August 4, 2018			July 29, 2017
Operating earnings	$	32,143		$	28,426		$	55,090		$	51,715
Interest expense, net	(3,602		)	(4,375		)	(7,285		)	(9,184		)
Other income, net	3,078			2,670			6,169			5,106
Earnings before income taxes	$	31,619		$	26,721		$	53,974		$	47,637



Note 8	Inventories

The Company's net inventory balance was comprised of the following:



($ thousands)	August 4, 2018		July 29, 2017		February 3, 2018
Raw materials	$	17,697	$	18,951	$	17,531
Work-in-process	799		840		689
Finished goods	697,209		702,214		551,159
Inventories, net	$	715,705	$	722,005	$	569,379



Note 9	Goodwill and Intangible Assets

Goodwill and intangible assets were as follows:



($ thousands)	August 4, 2018			July 29, 2017			February 3, 2018
Intangible Assets
Famous Footwear	$	2,800		$	2,800		$	2,800
Brand Portfolio	301,788			285,988			285,988
Other	1,900			—			—
Total intangible assets	306,488			288,788			288,788
Accumulated amortization	(78,985		)	(74,674		)	(76,701		)
Total intangible assets, net	227,503			214,114			212,087
Goodwill
Brand Portfolio	134,546			127,081			127,081
Total goodwill	134,546			127,081			127,081
Goodwill and intangible assets, net	$	362,049		$	341,195		$	339,168

As further described in Note 3 to the condensed consolidated financial statements, the Company acquired Blowfish Malibu on July 6, 2018. The preliminary allocation of the purchase price resulted in estimated incremental intangible assets of $15.8 million, consisting of trademarks and customer relationships of $9.9 million and $5.9 million, respectively, and incremental goodwill of $7.5 million. In addition, during the thirteen and twenty-six weeks ended August 4, 2018, the Company acquired software licenses with an original cost of $0.1 million and $1.9 million, respectively, which are included in intangible assets, net of accumulated amortization, on the condensed consolidated balance sheets.

The Company's intangible assets as of August 4, 2018, July 29, 2017 and February 3, 2018 were as follows:



($ thousands)		August 4, 2018
	Estimated Useful Lives	Original Cost		Accumulated Amortization		Net Carrying Value
Trademarks	15-40 years	$	175,188	$	78,197	$	96,991
Trademarks	Indefinite	118,100		—		118,100
Customer relationships	15-20 years	11,300		618		10,682
Software licenses	3 years	1,900		170		1,730
		$	306,488	$	78,985	$	227,503



		July 29, 2017
	Estimated Useful Lives	Original Cost		Accumulated Amortization		Net Carrying Value
Trademarks	15-40 years	$	165,288	$	74,449	$	90,839
Trademarks	Indefinite	118,100		—		118,100
Customer relationships	15 years	5,400		225		5,175
		$	288,788	$	74,674	$	214,114



		February 3, 2018
	Estimated Useful Lives	Original Cost		Accumulated Amortization		Net Carrying Value
Trademarks	15-40 years	$	165,288	$	76,296	$	88,992
Trademarks	Indefinite	118,100		—		118,100
Customer relationships	15 years	5,400		405		4,995
		$	288,788	$	76,701	$	212,087

Amortization expense related to intangible assets was $1.3 million and $1.0 million for the thirteen weeks ended August 4, 2018 and July 29, 2017, respectively, and $2.3 million and $2.0 million for the twenty-six weeks ended August 4, 2018 and July 29, 2017, respectively. The Company estimates that amortization expense related to intangible assets will be approximately $5.1 million in each of the years from 2019 through 2023.



Note 10	Shareholders’ Equity

The following tables set forth the changes in Caleres, Inc. shareholders’ equity and noncontrolling interests for the twenty-six weeks ended August 4, 2018 and July 29, 2017:



($ thousands)	Caleres, Inc. Shareholders’ Equity			Noncontrolling Interests			Total Equity
Equity at February 3, 2018	$	717,489		$	1,473		$	718,962
Net earnings (loss)	40,858			(67		)	40,791
Other comprehensive loss	(1,599		)	(65		)	(1,664		)
Dividends paid	(6,053		)	—			(6,053		)
Acquisition of treasury stock	(3,288		)	—			(3,288		)
Issuance of common stock under share-based plans, net	(4,365		)	—			(4,365		)
Cumulative-effect adjustment from adoption of ASU 2016-16	(10,468		)	—			(10,468		)
Cumulative-effect adjustment from adoption of ASU 2014-09 (Topic 606)	(4,775		)	—			(4,775		)
Share-based compensation expense	8,054			—			8,054
Equity at August 4, 2018	$	735,853		$	1,341		$	737,194



($ thousands)	Caleres, Inc. Shareholders’ Equity			Noncontrolling Interests		Total Equity
Equity at January 28, 2017	$	613,117		$	1,369	$	614,486
Net earnings	32,497			61		32,558
Other comprehensive income	2,383			15		2,398
Dividends paid	(6,030		)	—		(6,030		)
Acquisition of treasury stock	(5,993		)	—		(5,993		)
Issuance of common stock under share-based plans, net	(2,490		)	—		(2,490		)
Cumulative-effect adjustment from adoption of ASU 2016-09	441			—		441
Share-based compensation expense	5,804			—		5,804
Equity at July 29, 2017	$	639,729		$	1,445	$	641,174

Accumulated Other Comprehensive Loss

The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended August 4, 2018 and July 29, 2017:



($ thousands)	Foreign Currency Translation			Pension and Other Postretirement Transactions⁽¹⁾			Derivative Financial Instrument Transactions ⁽²⁾			Accumulated Other Comprehensive (Loss) Income
Balance at May 5, 2018	$	427		$	(16,738	)	$	246		$	(16,065	)
Other comprehensive loss before reclassifications	(251		)	—			(825		)	(1,076		)
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss	—			630			(121		)	509
Tax (benefit) provision	—			(162		)	25			(137		)
Net reclassifications	—			468			(96		)	372
Other comprehensive (loss) income	(251		)	468			(921		)	(704		)
Balance at August 4, 2018	$	176		$	(16,270	)	$	(675	)	$	(16,769	)

Balance at April 29, 2017	$	(348	)	$	(29,666	)	$	236		$	(29,778	)
Other comprehensive income (loss) before reclassifications	1,820			—			(295		)	1,525
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss	—			500			(164		)	336
Tax (benefit) provision	—			(191		)	57			(134		)
Net reclassifications	—			309			(107		)	202
Other comprehensive income (loss)	1,820			309			(402		)	1,727
Balance at July 29, 2017	$	1,472		$	(29,357	)	$	(166	)	$	(28,051	)

Balance February 3, 2018	$	1,235		$	(17,172	)	$	767		$	(15,170	)
Other comprehensive loss before reclassifications	(1,059		)	—			(1,233		)	(2,292		)
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss	—			1,215			(266		)	949
Tax (benefit) provision	—			(313		)	57			(256		)
Net reclassifications	—			902			(209		)	693
Other comprehensive (loss) income	(1,059		)	902			(1,442		)	(1,599		)
Balance August 4, 2018	$	176		$	(16,270	)	$	(675	)	$	(16,769	)

Balance January 28, 2017	$	192		$	(30,084	)	$	(542	)	$	(30,434	)
Other comprehensive income before reclassifications	1,280			—			458			1,738
Reclassifications:
Amounts reclassified from accumulated other comprehensive loss	—			1,179			(117		)	1,062
Tax (benefit) provision	—			(452		)	35			(417		)
Net reclassifications	—			727			(82		)	645
Other comprehensive income	1,280			727			376			2,383
Balance July 29, 2017	$	1,472		$	(29,357	)	$	(166	)	$	(28,051	)


(1)	Amounts reclassified are included in other income, net. See Note 12 to the condensed 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, net. See Notes 13 and 14 to the condensed consolidated financial statements for additional information related to derivative financial instruments.



Note 11	Share-Based Compensation

The Company recognized share-based compensation expense of $4.5 million and $3.1 million during the thirteen weeks and $8.1 million and $5.8 million during the twenty-six weeks ended August 4, 2018 and July 29, 2017, respectively.

The Company issued 17,526 shares of common stock during the thirteen weeks ended August 4, 2018 and had net repurchases of 12,472 shares of common stock during the thirteen weeks ended July 29, 2017 for restricted stock grants, stock performance awards issued to employees, stock options exercised and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement. During the twenty-six weeks ended August 4, 2018 and July 29, 2017, the Company issued 273,531 and 241,886 shares of common stock, respectively, related to these share-based plans.

Restricted Stock

The following table summarizes restricted stock activity for the periods ended August 4, 2018 and July 29, 2017:



	Thirteen Weeks Ended					Thirteen Weeks Ended
	August 4, 2018					July 29, 2017
			Weighted- Average Grant Date Fair Value					Weighted- Average Grant Date Fair Value
	Total Number of Restricted Shares					Total Number of Restricted Shares
	Total Number of Restricted Shares					Total Number of Restricted Shares
May 5, 2018	1,244,332		$	28.80	April 29, 2017	1,217,334		$	27.96
Granted	39,142		34.33		Granted	4,492		27.83
Forfeited	(750	)	35.53		Forfeited	(17,500	)	28.56
Vested	(76,826	)	27.81		Vested	(10,000	)	18.80
August 4, 2018	1,205,898		$	29.04	July 29, 2017	1,194,326		$	28.03


	Twenty-Six Weeks Ended					Twenty-Six Weeks Ended
	August 4, 2018					July 29, 2017
			Weighted- Average Grant Date Fair Value					Weighted- Average Grant Date Fair Value
	Total Number of Restricted Shares					Total Number of Restricted Shares
	Total Number of Restricted Shares					Total Number of Restricted Shares
February 3, 2018	1,174,801		$	27.92	January 28, 2017	1,128,049		$	25.85
Granted	333,833		32.07		Granted	356,312		26.91
Forfeited	(17,300	)	27.82		Forfeited	(30,000	)	27.75
Vested	(285,436	)	28.06		Vested	(260,035	)	17.07
August 4, 2018	1,205,898		$	29.04	July 29, 2017	1,194,326		$	28.03

Of the 39,142 restricted shares granted during the thirteen weeks ended August 4, 2018, 3,642 shares have a cliff-vesting term of one year and 35,500 shares have a graded-vesting term of three years. Of the 333,833 restricted shares granted during the twenty-six weeks ended August 4, 2018, 3,642 shares have a cliff-vesting term of one year, 9,500 shares have a cliff-vesting term of four years, and 320,691 shares have a graded-vesting term of three years. All of the restricted shares granted during the thirteen weeks ended July 29, 2017 have a cliff-vesting term of one year. Of the 356,312 restricted shares granted during the twenty-six weeks ended July 29, 2017, 4,492 shares have a cliff-vesting term of one year, 12,000 shares have a graded-vesting term of four years and 339,820 shares have a cliff-vesting term of four years. Share-based compensation expense for cliff-vesting grants is recognized on a straight-line basis over the vesting period and expense for graded-vesting grants is recognized ratably over the respective vesting periods.

Performance Share Awards

During the thirteen weeks ended August 4, 2018 and July 29, 2017, the Company granted no performance share awards. During the twenty-six weeks ended August 4, 2018 and July 29, 2017, the Company granted performance share awards for a targeted 155,000 and 169,500 shares, respectively, with a weighted-average grant date fair value of $31.84 and $26.90, respectively. Vesting of performance-based awards is dependent upon the financial performance of the Company and the attainment of certain financial goals during the three-year period following the grant. At the end of the vesting period, the employee will have earned an amount

of shares or units between 0% and 200% of the targeted award, depending on the achievement of the specified financial goals for the service period. Compensation expense is recognized based on the fair value of the award and the anticipated number of shares or units to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period. During the first quarter of 2017, the Company's remaining performance share awards granted in units vested and were settled in cash at fair value.

Stock Options

The following table summarizes stock option activity for the periods ended August 4, 2018 and July 29, 2017:



	Thirteen Weeks Ended					Thirteen Weeks Ended
	August 4, 2018					July 29, 2017
			Weighted- Average Grant Date Fair Value					Weighted- Average Grant Date Fair Value
	Total Number of Stock Options					Total Number of Stock Options
	Total Number of Stock Options					Total Number of Stock Options
May 5, 2018	62,042		$	6.90	April 29, 2017	97,292		$	6.39
Granted	—		—		Granted	—		—
Exercised	(15,875	)	3.00		Exercised	(5,250	)	5.93
Forfeited	—		—		Forfeited	—		—
Expired	(1,500	)	5.95		Expired	—		—
August 4, 2018	44,667		$	8.32	July 29, 2017	92,042		$	6.42

	Twenty-Six Weeks Ended					Twenty-Six Weeks Ended
	August 4, 2018					July 29, 2017
			Weighted- Average Grant Date Fair Value					Weighted- Average Grant Date Fair Value
	Total Number of Stock Options					Total Number of Stock Options
	Total Number of Stock Options					Total Number of Stock Options
February 3, 2018	81,042		$	6.28	January 28, 2017	150,540		$	9.36
Granted	—		—		Granted	—		—
Exercised	(32,375	)	3.52		Exercised	(11,250	)	5.74
Forfeited	—		—		Forfeited	—		—
Expired	(4,000	)	5.80		Expired	(47,248	)	15.94
August 4, 2018	44,667		$	8.32	July 29, 2017	92,042		$	6.42

Restricted Stock Units for Non-Employee Directors

Equity-based grants may be made to non-employee directors in the form of restricted stock units ("RSUs") payable in cash or common stock at no cost to the non-employee director. The RSUs earn dividend equivalents at the same rate as dividends on the Company's common stock. The dividend equivalents, which vest immediately, are automatically re-invested in additional RSUs. Expense is recognized at fair value when the dividend equivalents are granted. The Company granted 37,167 and 45,830 RSUs to non-employee directors, including 747 and 910 RSUs for dividend equivalents, during the thirteen weeks ended August 4, 2018 and July 29, 2017, respectively, with weighted-average grant date fair values of $34.33 and $27.84, respectively. The Company granted 37,948 and 46,712 RSUs to non-employee directors, including 1,528 and 1,792 RSUs for dividend equivalents, during the twenty-six weeks ended August 4, 2018 and July 29, 2017, respectively, with weighted-average grant date fair values of $34.30 and $27.81, respectively.



Note 12	Retirement and Other Benefit Plans

The following table sets forth the components of net periodic benefit income for the Company, including domestic and Canadian plans:



	Pension Benefits						Other Postretirement Benefits
	Thirteen Weeks Ended						Thirteen Weeks Ended
($ thousands)	August 4, 2018			July 29, 2017			August 4, 2018			July 29, 2017
Service cost	$	2,097		$	2,383		$	—		$	—
Interest cost	3,550			3,727			14			16
Expected return on assets	(7,272		)	(6,913		)	—			—
Amortization of:
Actuarial loss (gain)	1,048			996			(32		)	(35		)
Prior service income	(386		)	(461		)	—			—
Total net periodic benefit income	$	(963	)	$	(268	)	$	(18	)	$	(19	)


	Pension Benefits						Other Postretirement Benefits
	Twenty-Six Weeks Ended						Twenty-Six Weeks Ended
($ thousands)	August 4, 2018			July 29, 2017			August 4, 2018			July 29, 2017
Service cost	$	4,479		$	4,850		$	—		$	—
Interest cost	7,091			7,474			29			34
Expected return on assets	(14,504		)	(13,793		)	—			—
Amortization of:
Actuarial loss (gain)	2,061			2,148			(62		)	(73		)
Prior service income	(784		)	(896		)	—			—
Total net periodic benefit income	$	(1,657	)	$	(217	)	$	(33	)	$	(39	)

As further discussed in Note 2 to the condensed consolidated financial statements, as a result of the adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, on a retrospective basis during the first quarter of 2018, the non-service cost components of net periodic benefit income are included in other income, net in the condensed consolidated statements of earnings. Service cost is included in selling and administrative expenses.



Note 13	Risk Management and Derivatives

In the normal course of business, the Company’s financial results are impacted by currency rate movements in foreign currency denominated assets, liabilities and cash flows as it makes a portion of its purchases and sales in local currencies. The Company has established policies and business practices that are intended to mitigate a portion of the effect of these exposures. The Company uses derivative financial instruments, primarily forward contracts, to manage its currency exposures. These derivative financial instruments are viewed as risk management tools and are not used for trading or speculative purposes. Derivatives entered into by the Company are designated as cash flow hedges of forecasted foreign currency transactions.

Derivative financial instruments expose the Company to credit and market risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions being hedged. The Company does not believe there is a significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with major international financial institutions and have varying maturities through August 2019. Credit risk is managed through the continuous monitoring of exposures to such counterparties.

The Company’s hedging strategy uses forward contracts as cash flow hedging instruments, which are recorded in the Company's condensed consolidated balance sheets at fair value. The effective portion of gains and losses resulting from changes in the fair value of these hedge instruments are deferred in accumulated other comprehensive loss and reclassified to earnings in the period that the hedged transaction is recognized in earnings.

As of August 4, 2018, July 29, 2017 and February 3, 2018, the Company had forward contracts maturing at various dates through August 2019, August 2018 and February 2019, respectively. The contract amounts in the following table represent the net notional amount of all purchase and sale contracts of a foreign currency.



(U.S. $ equivalent in thousands)	August 4, 2018		July 29, 2017		February 3, 2018
Financial Instruments
Euro	$	14,852	$	14,725	$	21,223
U.S. dollars (purchased by the Company’s Canadian division with Canadian dollars)	15,992		18,110		16,874
Chinese yuan	12,394		11,887		12,058
New Taiwanese dollars	526		567		596
Other currencies	391		444		415
Total financial instruments	$	44,155	$	45,733	$	51,166

The classification and fair values of derivative instruments designated as hedging instruments included within the condensed consolidated balance sheets as of August 4, 2018, July 29, 2017 and February 3, 2018 are as follows:



	Asset Derivatives			Liability Derivatives
($ thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign Exchange Forward Contracts
August 4, 2018	Prepaid expenses and other current assets	$	305	Other accrued expenses	$	1,380
July 29, 2017	Prepaid expenses and other current assets	918		Other accrued expenses	1,083
February 3, 2018	Prepaid expenses and other current assets	1,540		Other accrued expenses	542

For the thirteen and twenty-six weeks ended August 4, 2018 and July 29, 2017, the effect of derivative instruments in cash flow hedging relationships on the condensed consolidated statements of earnings was as follows:



	Thirteen Weeks Ended						Thirteen Weeks Ended
($ thousands)	August 4, 2018						July 29, 2017
Foreign Exchange Forward Contracts: Income Statement Classification (Losses) Gains - Realized	Loss Recognized in OCL on Derivatives			(Loss) Gain Reclassified from Accumulated OCL into Earnings			Loss Recognized in OCL on Derivatives			Gain Reclassified from Accumulated OCL into Earnings

Net sales	$	(17	)	$	(4	)	$	(8	)	$	6
Cost of goods sold	(283		)	28			(55		)	158
Selling and administrative expenses	(730		)	97			(194		)	—
Interest expense, net	—			—			(14		)	—




	Twenty-Six Weeks Ended						Twenty-Six Weeks Ended
($ thousands)	August 4, 2018						July 29, 2017
Foreign Exchange Forward Contracts: Income Statement Classification (Losses) Gains - Realized	Loss Recognized in OCL on Derivatives			(Loss) Gain Reclassified from Accumulated OCL into Earnings			(Loss) Gain Recognized in OCL on Derivatives			Gain (Loss) Reclassified from Accumulated OCL into Earnings

Net sales	$	(42	)	$	(4	)	$	(40	)	$	24
Cost of goods sold	(684		)	(64		)	737			161
Selling and administrative expenses	(802		)	334			117			(67		)
Interest expense, net	—			—			(10		)	(1		)

All gains and losses currently included within accumulated other comprehensive loss associated with the Company’s foreign exchange forward contracts are expected to be reclassified into net earnings within the next 12 months. Additional information related to the Company’s derivative financial instruments are disclosed within Note 14 to the condensed consolidated financial statements.



Note 14	Fair Value Measurements

Fair Value Hierarchy

Fair value measurement disclosure requirements specify a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the inputs to valuation techniques used to measure fair value are categorized into three levels based on the reliability of the inputs as follows:


•	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.

In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Measurement of Fair Value

The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value.

Money Market Funds

The Company has cash equivalents consisting of short-term money market funds backed by U.S. Treasury securities. The primary objective of these investing activities is to preserve the Company’s capital for the purpose of funding operations and it does not enter into money market funds for trading or speculative purposes. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).

Deferred Compensation Plan Assets and Liabilities

The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50% of base salary and 100% of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Changes in deferred compensation plan assets and liabilities are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).

Deferred Compensation Plan for Non-Employee Directors

Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs equal to the number of shares of the Company’s common stock that the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other accrued expenses (current portion) or other liabilities in the accompanying condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are presented in selling and administrative expenses in the Company’s condensed consolidated statements of earnings. The fair value of each PSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1).

Restricted Stock Units for Non-Employee Directors

Under the Company’s incentive compensation plans, cash-equivalent restricted stock units (“RSUs”) of the Company may be granted at no cost to non-employee directors. The RSUs are subject to a vesting requirement (usually one year), earn dividend-equivalent units, and are settled in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock. The fair value of each RSU is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1). During the fourth quarter of 2017, the Company converted 210,302 of RSUs payable in cash with a value of $6.3 million to RSUs payable in common stock. Additional information related to RSUs for non-employee directors is disclosed in Note 11 to the condensed consolidated financial statements.

Derivative Financial Instruments

The Company uses derivative financial instruments, primarily foreign exchange contracts, to reduce its exposure to market risks from changes in foreign exchange rates. These foreign exchange contracts are measured at fair value using quoted forward foreign exchange prices from counterparties corroborated by market-based pricing (Level 2). Additional information related to the Company’s derivative financial instruments is disclosed in Note 13 to the condensed consolidated financial statements.

Mandatory Purchase Obligation

The Company recorded a mandatory purchase obligation of the noncontrolling interest in conjunction with the acquisition of Blowfish Malibu in July of 2018. The fair value of the mandatory purchase obligation is based on the earnings formula specified in the Purchase Agreement (Level 3). Accretion of the mandatory purchase obligation and any fair value adjustments are recorded as interest expense. During the thirteen weeks ended August 4, 2018, an immaterial amount of accretion was recorded. The earnings projections and discount rate utilized in the estimate of the fair value of the mandatory purchase obligation require management judgment and are the assumptions to which the fair value calculation is the most sensitive. Refer to further discussion of the mandatory purchase obligation in Note 3 to the condensed consolidated financial statements.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at August 4, 2018, July 29, 2017 and February 3, 2018. The Company did not have any transfers between Level 1, Level 2 or Level 3 during the twenty-six weeks ended August 4, 2018 or July 29, 2017.



				Fair Value Measurements
($ thousands)	Total			Level 1			Level 2			Level 3
Asset (Liability)
August 4, 2018:
Cash equivalents – money market funds	$	47,155		$	47,155		$	—		$	—
Non-qualified deferred compensation plan assets	7,208			7,208			—			—
Non-qualified deferred compensation plan liabilities	(7,208		)	(7,208		)	—			—
Deferred compensation plan liabilities for non-employee directors	(2,668		)	(2,668		)	—			—
Restricted stock units for non-employee directors	(5,107		)	(5,107		)	—			—
Derivative financial instruments, net	(1,075		)	—			(1,075		)	—
Mandatory purchase obligation - Blowfish Malibu	(9,185		)	—			—			(9,185		)
July 29, 2017:
Cash equivalents – money market funds	$	16,163		$	16,163		$	—		$	—
Non-qualified deferred compensation plan assets	5,637			5,637			—			—
Non-qualified deferred compensation plan liabilities	(5,637		)	(5,637		)	—			—
Deferred compensation plan liabilities for non-employee directors	(2,154		)	(2,154		)	—			—
Restricted stock units for non-employee directors	(9,088		)	(9,088		)	—			—
Derivative financial instruments, net	(165		)	—			(165		)	—
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			—

Impairment Charges

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to historical or projected future operating results, a significant change in the manner of the use of the asset, or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC Topic 820, Fair Value Measurement. Long-lived assets held and used with a carrying amount of $103.6 million and $114.6 million at August 4, 2018 and July 29, 2017, respectively, were assessed for indicators of impairment and written down to their fair value. This assessment resulted in the following impairment charges, primarily for leasehold improvements and furniture and fixtures in the Company's retail stores, which were included in selling and administrative expenses for the respective periods.



	Thirteen Weeks Ended				Twenty-Six Weeks Ended
($ thousands)	August 4, 2018		July 29, 2017		August 4, 2018		July 29, 2017
Impairment Charges
Famous Footwear	$	150	$	150	$	300	$	300
Brand Portfolio	315		1,020		633		1,819
Total impairment charges	$	465	$	1,170	$	933	$	2,119

Fair Value of the Company’s Other Financial Instruments

The fair values of cash and cash equivalents (excluding money market funds discussed above), receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments.

The carrying amounts and fair values of the Company's other financial instruments subject to fair value disclosures are as follows:



	August 4, 2018				July 29, 2017				February 3, 2018
	Carrying		Fair		Carrying		Fair		Carrying		Fair
($ thousands)	Value		Value		Value		Value		Value		Value
Borrowings under revolving credit agreement	$	—	$	—	$	35,000	$	35,000	$	—	$	—
Long-term debt	197,702		205,000		197,233		209,500		197,472		210,000
Total debt	$	197,702	$	205,000	$	232,233	$	244,500	$	197,472	$	210,000

The fair value of borrowings under the revolving credit agreement approximates its carrying value due to its short-term nature (Level 1). The fair value of the Company’s long-term debt was based upon quoted prices in an inactive market as of the end of the respective periods (Level 2).



Note 15	Income Taxes

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%, 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. The provisional income tax benefit recorded in fiscal 2017 of $0.3 million was comprised of a $24.6 million deferred tax benefit for the remeasurement of deferred tax assets and liabilities to the 21% rate at which they are expected to reverse, partially offset by a one-time tax expense on deemed repatriation of $22.9 million and $1.4 million deferred tax expense in connection with Internal Revenue Code section 162(m) and other provisions in the Act. These provisional amounts continue to represent the Company's best estimate based on current information and guidance as of August 4, 2018. As permitted by SEC Staff Accounting Bulletin 118 (“SAB 118”), the Company will continue to analyze all provisional amounts associated with the Act as a result of pending issuance of Notices and Regulations related to the Act. Any subsequent adjustment to these amounts will be recorded to the Company's income tax provision in 2018 when the analysis is complete, for a period not to exceed one year beyond the enactment date.

The Act also includes the Global Intangibles Low-taxed Income ("GILTI") provision, a new minimum tax on global intangible low-taxed income, the Base Erosion Anti-Avoidance ("BEAT") provision, a new tax for certain payments to foreign related parties,

and the Foreign-Derived Intangible Income ("FDII") provision, a tax incentive to earn income from the sale, lease or license of goods and services abroad. The Company is permitted to make an accounting policy election to account for GILTI as either a period charge in the future period the tax arises or as part of deferred taxes related to the investment or subsidiary. As a result of the complexity of the GILTI provisions, the Company is still evaluating the provisions on future periods and has not yet elected an accounting policy related to its treatment of these future tax liabilities. For the thirteen weeks ended August 4, 2018, the Company has recorded a provisional amount for GILTI as a period charge in the income tax provision. The Company is also still evaluating the BEAT and FDII provisions of the Act.

The Company’s consolidated effective tax rates were 25.3% and 33.9% for the thirteen weeks ended August 4, 2018 and July 29, 2017, respectively. During the thirteen weeks ended August 4, 2018, the Company recognized discrete tax benefits of $0.2 million related to share-based compensation. If these discrete tax benefits had not been recognized during the thirteen weeks ended August 4, 2018, the Company's effective tax rate would have been 26.0%. There were no discrete tax benefits recognized during the thirteen weeks ended July 29, 2017.

For the twenty-six weeks ended August 4, 2018 and July 29, 2017, the Company's consolidated effective tax rates were 24.4% and 31.7%, respectively. The Company recognized discrete tax benefits of $0.7 million and $1.1 million during the twenty-six weeks ended August 4, 2018 and July 29, 2017, respectively, primarily related to share-based compensation. If these discrete tax benefits had not been recognized during the twenty-six weeks ended August 4, 2018 and July 29, 2017, the Company's effective tax rates would have been 25.7% and 33.9%, respectively. The Company's tax rate is lower for the thirteen and twenty-six weeks ended August 4, 2018, reflecting a reduction in the U.S. corporate tax rate following enactment of the Act.



Note 16	Commitments and Contingencies

Environmental Remediation

Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites.

Redfield

The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan.

As the treatment of the on-site source areas progresses, the Company expects to convert the pump and treat system to a passive treatment barrier system. Off-site groundwater concentrations have been reducing over time since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified work plan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the work plan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015. Based on the progress of the direct remedial action of on-site conditions, the Company has submitted a request to the oversight authorities for permission to convert the perimeter pump and treat active remediation system to a passive one.

The cumulative expenditures for both on-site and off-site remediation through August 4, 2018 were $30.3 million. The Company has recovered a portion of these expenditures from insurers and other third parties. The reserve for the anticipated future remediation activities at August 4, 2018 is $9.5 million, of which $8.8 million is recorded within other liabilities and $0.7 million is recorded within other accrued expenses. Of the total $9.5 million reserve, $4.9 million is for off-site remediation and $4.6 million is for on-site remediation. The liability for the on-site remediation was discounted at 4.8%. On an undiscounted basis, the on-site remediation liability would be $14.0 million as of August 4, 2018. The Company expects to spend approximately $0.3 million in

the next fiscal year, $0.1 million in each of the following four years and $13.3 million in the aggregate thereafter related to the on-site remediation.

Other

Various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material.

The Company continues to evaluate its remediation plans in conjunction with its environmental consultants and records its best estimate of remediation liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts.

Litigation

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. Legal costs associated with litigation are generally expensed as incurred.



Note 17	Financial Information for the Company and its Subsidiaries

The Company issued senior notes, which are fully and unconditionally and jointly and severally guaranteed by all of its existing and future subsidiaries that are guarantors under our revolving credit facility ("Credit Agreement"). The following tables present the condensed consolidating financial information for each of Caleres, Inc. (“Parent”), the Guarantors, and subsidiaries of the Parent that are not Guarantors (the “Non-Guarantors”), together with consolidating eliminations, as of and for the periods indicated. Guarantors are 100% owned by the Parent. On December 13, 2016, Allen Edmonds was joined to the Credit Agreement as a guarantor. After giving effect to the joinder, the Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC and Allen Edmonds are each co-borrowers and guarantors under the Credit Agreement.

The condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that the information, presented in lieu of complete financial statements for each of the Guarantors, provides meaningful information to allow investors to determine the nature of the assets held by, and operations and cash flows of, each of the consolidated groups.



UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AUGUST 4, 2018
					Non-
($ thousands)	Parent		Guarantors		Guarantors			Eliminations			Total
Assets
Current assets
Cash and cash equivalents	$	14,182	$	30,730	$	57,972		$	—		$	102,884
Receivables, net	127,466		3,788		22,167			—			153,421
Inventories, net	164,595		518,024		33,086			—			715,705
Prepaid expenses and other current assets	38,183		29,274		7,240			(12,538		)	62,159
Intercompany receivable – current	170		94		17,656			(17,920		)	—
Total current assets	344,596		581,910		138,121			(30,458		)	1,034,169
Other assets	75,790		12,621		1,290			—			89,701
Goodwill and intangible assets, net	111,728		40,937		209,384			—			362,049
Property and equipment, net	35,682		160,223		11,821			—			207,726
Investment in subsidiaries	1,375,185		—		(24,159		)	(1,351,026		)	—
Intercompany receivable – noncurrent	797,184		527,462		720,698			(2,045,344		)	—
Total assets	$	2,740,165	$	1,323,153	$	1,057,155		$	(3,426,828	)	$	1,693,645

Liabilities and Equity
Current liabilities
Trade accounts payable	$	165,241	$	202,310	$	32,840		$	—		$	400,391
Other accrued expenses	83,094		100,567		24,864			(12,538		)	195,987
Intercompany payable – current	10,852		—		7,068			(17,920		)	—
Total current liabilities	259,187		302,877		64,772			(30,458		)	596,378
Other liabilities
Long-term debt	197,702		—		—			—			197,702
Other liabilities	118,125		39,124		5,122			—			162,371
Intercompany payable – noncurrent	1,429,298		93,335		522,711			(2,045,344		)	—
Total other liabilities	1,745,125		132,459		527,833			(2,045,344		)	360,073
Equity
Caleres, Inc. shareholders’ equity	735,853		887,817		463,209			(1,351,026		)	735,853
Noncontrolling interests	—		—		1,341			—			1,341
Total equity	735,853		887,817		464,550			(1,351,026		)	737,194
Total liabilities and equity	$	2,740,165	$	1,323,153	$	1,057,155		$	(3,426,828	)	$	1,693,645



UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTEEN WEEKS ENDED AUGUST 4, 2018
							Non-
($ thousands)	Parent			Guarantors			Guarantors			Eliminations			Total
Net sales	$	212,252		$	501,803		$	64,765		$	(72,208	)	$	706,612
Cost of goods sold	150,630			288,580			33,409			(59,108		)	413,511
Gross profit	61,622			213,223			31,356			(13,100		)	293,101
Selling and administrative expenses	73,587			185,510			12,838			(13,100		)	258,835
Restructuring and other special charges, net	324			1,799			—			—			2,123
Operating (loss) earnings	(12,289		)	25,914			18,518			—			32,143
Interest (expense) income	(3,805		)	(13		)	216			—			(3,602		)
Other income (expense)	3,084			—			(6		)	—			3,078
Intercompany interest income (expense)	2,873			(2,900		)	27			—			—
(Loss) earnings before income taxes	(10,137		)	23,001			18,755			—			31,619
Income tax benefit (provision)	1,900			(6,833		)	(3,075		)	—			(8,008		)
Equity in earnings (loss) of subsidiaries, net of tax	31,883			—			(116		)	(31,767		)	—
Net earnings	23,646			16,168			15,564			(31,767		)	23,611
Less: Net loss attributable to noncontrolling interests	—			—			(35		)	—			(35		)
Net earnings attributable to Caleres, Inc.	$	23,646		$	16,168		$	15,599		$	(31,767	)	$	23,646

Comprehensive income	$	22,999		$	16,158		$	15,467		$	(31,717	)	$	22,907
Less: Comprehensive loss attributable to noncontrolling interests	—			—			(92		)	—			(92		)
Comprehensive income attributable to Caleres, Inc.	$	22,999		$	16,158		$	15,559		$	(31,717	)	$	22,999




UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 4, 2018
							Non-
($ thousands)	Parent			Guarantors			Guarantors			Eliminations			Total
Net sales	$	411,512		$	947,498		$	102,157		$	(122,413	)	$	1,338,754
Cost of goods sold	285,223			536,379			51,276			(102,147		)	770,731
Gross profit	126,289			411,119			50,881			(20,266		)	568,023
Selling and administrative expenses	139,930			363,396			25,973			(20,266		)	509,033
Restructuring and other special charges, net	848			3,052			—			—			3,900
Operating (loss) earnings	(14,489		)	44,671			24,908			—			55,090
Interest (expense) income	(7,624		)	(25		)	364			—			(7,285		)
Other income (expense)	6,204			—			(35		)	—			6,169
Intercompany interest income (expense)	5,641			(5,699		)	58			—			—
(Loss) earnings before income taxes	(10,268		)	38,947			25,295			—			53,974
Income tax benefit (provision)	947			(10,135		)	(3,995		)	—			(13,183		)
Equity in earnings (loss) of subsidiaries, net of tax	50,179			—			(594		)	(49,585		)	—
Net earnings	40,858			28,812			20,706			(49,585		)	40,791
Less: Net loss attributable to noncontrolling interests	—			—			(67		)	—			(67		)
Net earnings attributable to Caleres, Inc.	$	40,858		$	28,812		$	20,773		$	(49,585	)	$	40,858

Comprehensive income	$	39,324		$	28,784		$	20,462		$	(49,378	)	$	39,192
Less: Comprehensive loss attributable to noncontrolling interests	—			—			(132		)	—			(132		)
Comprehensive income attributable to Caleres, Inc.	$	39,324		$	28,784		$	20,594		$	(49,378	)	$	39,324



UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED AUGUST 4, 2018
							Non-
($ thousands)	Parent			Guarantors			Guarantors			Eliminations		Total
Net cash provided by operating activities	$	11,317		$	53,920		$	25,770		$	—	$	91,007

Investing activities
Purchases of property and equipment	(4,339		)	(13,044		)	(1,176		)	—		(18,559		)
Capitalized software	(2,665		)	(286		)	—			—		(2,951		)
Acquisition cost, net of cash received	9,141			—			(25,934		)	—		(16,793		)
Intercompany investing	141			(141		)	—			—		—
Net cash provided by (used for) investing activities	2,278			(13,471		)	(27,110		)	—		(38,303		)

Financing activities
Dividends paid	(6,053		)	—			—			—		(6,053		)
Acquisition of treasury stock	(3,288		)	—			—			—		(3,288		)
Issuance of common stock under share-based plans, net	(4,365		)	—			—			—		(4,365		)
Intercompany financing	(11,796		)	(9,719		)	21,515			—		—
Net cash (used for) provided by financing activities	(25,502		)	(9,719		)	21,515			—		(13,706		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(161		)	—		(161		)
(Decrease) increase in cash and cash equivalents	(11,907		)	30,730			20,014			—		38,837
Cash and cash equivalents at beginning of period	26,089			—			37,958			—		64,047
Cash and cash equivalents at end of period	$	14,182		$	30,730		$	57,972		$	—	$	102,884



UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
JULY 29, 2017
					Non-
($ thousands)	Parent		Guarantors		Guarantors			Eliminations			Total
Assets
Current assets
Cash and cash equivalents	$	12,712	$	20,638	$	19,592		$	—		$	52,942
Receivables, net	117,672		5,670		20,274			—			143,616
Inventories, net	174,839		516,704		30,462			—			722,005
Prepaid expenses and other current assets	23,944		14,463		7,466			(8,901		)	36,972
Intercompany receivable – current	845		134		25,056			(26,035		)	—
Total current assets	330,012		557,609		102,850			(34,936		)	955,535
Other assets	51,273		17,432		884			—			69,589
Goodwill and intangible assets, net	112,221		40,937		188,037			—			341,195
Property and equipment, net	32,428		172,802		12,608			—			217,838
Investment in subsidiaries	1,263,829		—		(22,724		)	(1,241,105		)	—
Intercompany receivable – noncurrent	745,812		519,304		669,176			(1,934,292		)	—
Total assets	$	2,535,575	$	1,308,084	$	950,831		$	(3,210,333	)	$	1,584,157

Liabilities and Equity
Current liabilities
Borrowings under revolving credit agreement	$	35,000	$	—	$	—		$	—		$	35,000
Trade accounts payable	124,675		247,169		30,968			—			402,812
Other accrued expenses	72,364		87,425		19,611			(8,901		)	170,499
Intercompany payable – current	14,523		—		11,512			(26,035		)	—
Total current liabilities	246,562		334,594		62,091			(34,936		)	608,311
Other liabilities
Long-term debt	197,233		—		—			—			197,233
Other liabilities	91,645		40,810		4,984			—			137,439
Intercompany payable – noncurrent	1,360,406		119,152		454,734			(1,934,292		)	—
Total other liabilities	1,649,284		159,962		459,718			(1,934,292		)	334,672
Equity
Caleres, Inc. shareholders’ equity	639,729		813,528		427,577			(1,241,105		)	639,729
Noncontrolling interests	—		—		1,445			—			1,445
Total equity	639,729		813,528		429,022			(1,241,105		)	641,174
Total liabilities and equity	$	2,535,575	$	1,308,084	$	950,831		$	(3,210,333	)	$	1,584,157



UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTEEN WEEKS ENDED JULY 29, 2017
							Non-
($ thousands)	Parent			Guarantors			Guarantors			Eliminations			Total
Net sales	$	194,305		$	482,645		$	63,175		$	(63,171	)	$	676,954
Cost of goods sold	137,659			270,548			32,543			(51,257		)	389,493
Gross profit	56,646			212,097			30,632			(11,914		)	287,461
Selling and administrative expenses	63,042			190,444			14,598			(11,914		)	256,170
Restructuring and other special charges, net	2,661			37			167			—			2,865
Operating (loss) earnings	(9,057		)	21,616			15,867			—			28,426
Interest (expense) income	(4,549		)	(3		)	177			—			(4,375		)
Other income (expense)	2,679			—			(9		)	—			2,670
Intercompany interest income (expense)	2,021			(2,189		)	168			—			—
(Loss) earnings before income taxes	(8,906		)	19,424			16,203			—			26,721
Income tax benefit (provision)	2,926			(8,053		)	(3,920		)	—			(9,047		)
Equity in earnings of subsidiaries, net of tax	23,575			—			271			(23,846		)	—
Net earnings	17,595			11,371			12,554			(23,846		)	17,674
Less: Net earnings attributable to noncontrolling interests	—			—			79			—			79
Net earnings attributable to Caleres, Inc.	$	17,595		$	11,371		$	12,475		$	(23,846	)	$	17,595

Comprehensive income	$	19,302		$	11,371		$	13,302		$	(24,574	)	$	19,401
Less: Comprehensive income attributable to noncontrolling interests	—			—			99			—			99
Comprehensive income attributable to Caleres, Inc.	$	19,302		$	11,371		$	13,203		$	(24,574	)	$	19,302




UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE TWENTY-SIX WEEKS ENDED JULY 29, 2017
							Non-
($ thousands)	Parent			Guarantors			Guarantors			Eliminations			Total
Net sales	$	388,745		$	910,184		$	101,220		$	(91,686	)	$	1,308,463
Cost of goods sold	270,510			502,334			51,073			(73,823		)	750,094
Gross profit	118,235			407,850			50,147			(17,863		)	558,369
Selling and administrative expenses	117,911			372,791			29,842			(17,863		)	502,681
Restructuring and other special charges, net	3,769			37			167			—			3,973
Operating (loss) earnings	(3,445		)	35,022			20,138			—			51,715
Interest (expense) income	(9,496		)	(12		)	324			—			(9,184		)
Other income (expense)	5,124			—			(18		)	—			5,106
Intercompany interest income (expense)	4,104			(4,513		)	409			—			—
(Loss) earnings before income taxes	(3,713		)	30,497			20,853			—			47,637
Income tax benefit (provision)	1,839			(11,928		)	(4,990		)	—			(15,079		)
Equity in earnings (loss) of subsidiaries, net of tax	34,371			—			(777		)	(33,594		)	—
Net earnings	32,497			18,569			15,086			(33,594		)	32,558
Less: Net earnings attributable to noncontrolling interests	—			—			61			—			61
Net earnings attributable to Caleres, Inc.	$	32,497		$	18,569		$	15,025		$	(33,594	)	$	32,497

Comprehensive income	$	34,865		$	18,569		$	15,755		$	(34,248	)	$	34,941
Less: Comprehensive income attributable to noncontrolling interests	—			—			76			—			76
Comprehensive income attributable to Caleres, Inc.	$	34,865		$	18,569		$	15,679		$	(34,248	)	$	34,865



UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWENTY-SIX WEEKS ENDED JULY 29, 2017
							Non-
($ thousands)	Parent			Guarantors			Guarantors			Eliminations		Total
Net cash (used for) provided by operating activities	$	(15,328	)	$	95,828		$	33,780		$	—	$	114,280

Investing activities
Purchases of property and equipment	(3,722		)	(17,762		)	(2,767		)	—		(24,251		)
Capitalized software	(2,686		)	(466		)	—			—		(3,152		)
Intercompany investing	(19,894		)	197,599			(177,705		)	—		—
Net cash (used for) provided by investing activities	(26,302		)	179,371			(180,472		)	—		(27,403		)

Financing activities
Borrowings under revolving credit agreement	400,000			—			—			—		400,000
Repayments under revolving credit agreement	(475,000		)	—			—			—		(475,000		)
Dividends paid	(6,030		)	—			—			—		(6,030		)
Acquisition of treasury stock	(5,993		)	—			—			—		(5,993		)
Issuance of common stock under share-based plans, net	(2,490		)	—			—			—		(2,490		)
Intercompany financing	119,856			(263,590		)	143,734			—		—
Net cash provided by (used for) financing activities	30,343			(263,590		)	143,734			—		(89,513		)
Effect of exchange rate changes on cash and cash equivalents	—			—			246			—		246
(Decrease) increase in cash and cash equivalents	(11,287		)	11,609			(2,712		)	—		(2,390		)
Cash and cash equivalents at beginning of period	23,999			9,029			22,304			—		55,332
Cash and cash equivalents at end of period	$	12,712		$	20,638		$	19,592		$	—	$	52,942



CONDENSED CONSOLIDATING BALANCE SHEET
FEBRUARY 3, 2018
					Non-
($ thousands)	Parent		Guarantors		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
Other assets	76,317		13,610		732			—			90,659
Goodwill and intangible assets, net	111,108		40,937		187,123			—			339,168
Property and equipment, net	35,474		165,227		12,098			—			212,799
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



ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Financial Highlights

The following is a summary of the financial highlights for the second quarter of 2018:


•	Consolidated net sales increased $29.6 million in the second quarter of 2018 with solid contribution from both of our segments. Our Famous Footwear segment reported a $24.6 million, or 6.1% increase in sales and a 2.6% increase in same-store sales. Our Brand Portfolio segment reported a $5.1 million, or 1.9%, increase in net sales.


•	Consolidated operating earnings increased $3.7 million, or 13.1%, to $32.1 million in the second quarter of 2018, compared to $28.4 million in the second quarter of 2017.


•	Consolidated net earnings attributable to Caleres, Inc. were $23.6 million, or $0.55 per diluted share, in the second quarter of 2018, compared to $17.6 million, or $0.41 per diluted share, in the second quarter of 2017.

The following items should be considered in evaluating the comparability of our second quarter results in 2018 and 2017:

•

Acquisition, integration and reorganization of men's brands – We incurred costs of $1.9 million ($1.4 million on an after-tax basis, or $0.03 per diluted share) during the second quarter of 2018 and $2.9 million ($1.9 million on an after-tax basis, or $0.04 per diluted share) during the second quarter of 2017 related to the integration and reorganization of our men's brands, which are presented as restructuring and other special charges, net. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these costs.

•

Acquisition costs – During the second quarter of 2018, we acquired a controlling interest in Blowfish Malibu, which gives us additional exposure to the growing sneaker and casual lifestyle segment of the market. In connection with the acquisition, we incurred related acquisition costs of $0.2 million ($0.2 million on an after-tax basis) during the second quarter of 2018. We also incurred incremental cost of goods sold of $0.5 million ($0.4 million on an after-tax basis, or $0.01 per diluted share) related to the amortization of the inventory adjustment required for purchase accounting during the second quarter of 2018. We incurred incremental cost of goods sold in the second quarter of 2017 totaling $1.9 million ($1.2 million on an after-tax basis, or $0.03 per diluted share) related to the Allen Edmonds acquisition.

•

We adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, during the first quarter of 2018 on a retrospective basis and reclassified $2.7 million of non-service cost components of net periodic benefit income for the second quarter of 2017 to other income, net in the condensed consolidated statements of earnings. For the second quarter of 2018, $3.1 million of non-service cost components is reflected in other income, net. Refer to Note 2 and Note 12 to the condensed consolidated financial statements for additional information related to the adoption of this ASU.

•

In December 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. The components of the Act resulted in significant adjustments to both our income tax provision and the income tax balances. Refer to Note 15 to the condensed consolidated financial statements for further discussion.

We delivered improvement in net sales, net earnings and earnings per share during the second quarter and maintained our strong balance sheet and cash flow. We also completed the acquisition of a controlling interest in Blowfish Malibu, providing for continued expansion and diversification of our overall business through additional exposure to the growing sneaker and casual lifestyle segment of the market. During the remainder of 2018, we anticipate continued balanced earnings contribution from both our Famous Footwear and Brand Portfolio segments, as we continue to execute our strategy and invest in the business.

Following are the consolidated results and the results by segment:



CONSOLIDATED RESULTS
	Thirteen Weeks Ended										Twenty-Six Weeks Ended
	August 4, 2018					July 29, 2017					August 4, 2018					July 29, 2017
				% of Net Sales					% of Net Sales					% of Net Sales					% of Net Sales
($ millions)				% of Net Sales					% of Net Sales					% of Net Sales					% of Net Sales
Net sales	$	706.6		100.0	%	$	677.0		100.0	%	$	1,338.8		100.0	%	$	1,308.5		100.0	%
Cost of goods sold	413.5			58.5	%	389.5			57.5	%	770.8			57.6	%	750.1			57.3	%
Gross profit	293.1			41.5	%	287.5			42.5	%	568.0			42.4	%	558.4			42.7	%
Selling and administrative expenses	258.9			36.7	%	256.2			37.9	%	509.0			38.0	%	502.7			38.4	%
Restructuring and other special charges, net	2.1			0.3	%	2.9			0.4	%	3.9			0.3	%	4.0			0.3	%
Operating earnings	32.1			4.5	%	28.4			4.2	%	55.1			4.1	%	51.7			4.0	%
Interest expense, net	(3.6		)	(0.5	)%	(4.4		)	(0.6	)%	(7.3		)	(0.5	)%	(9.2		)	(0.7	)%
Other income, net	3.1			0.5	%	2.7			0.4	%	6.2			0.4	%	5.1			0.4	%
Earnings before income taxes	31.6			4.5	%	26.7			3.9	%	54.0			4.0	%	47.6			3.6	%
Income tax provision	(8.0		)	(1.2	)%	(9.0		)	(1.3	)%	(13.2		)	(1.0	)%	(15.0		)	(1.1	)%
Net earnings	23.6			3.3	%	17.7			2.6	%	40.8			3.0	%	32.6			2.5	%
Net (loss) earnings attributable to noncontrolling interests	(0.0)			(0.0	%)	0.1			0.0	%	(0.1		)	(0.0	%)	0.1			0.0	%
Net earnings attributable to Caleres, Inc.	$	23.6		3.3	%	$	17.6		2.6	%	$	40.9		3.0	%	$	32.5		2.5	%

Net Sales

Net sales increased $29.6 million, or 4.4%, to $706.6 million for the second quarter of 2018, compared to $677.0 million for the second quarter of 2017. Our Famous Footwear segment reported a $24.6 million, or 6.1%, increase in net sales, due in part to the calendar shift as a result of having a 53-week fiscal year in 2017. This calendar shift resulted in an additional week of sales in our high volume back-to-school season in the second quarter of 2018 compared to the second quarter of 2017. Our Brand Portfolio segment reported a $5.1 million, or 1.9%, increase in net sales, reflecting higher net sales of our Sam Edelman, Ryka and Naturalizer brands, partially offset by lower sales from our Allen Edmonds, Dr. Scholl's and Vince brands. Sales in our Brand Portfolio segment also benefited from the acquisition of the Blowfish Malibu business in July 2018, which contributed $2.5 million in net sales for the second quarter of 2018.

Net sales increased $30.3 million, or 2.3%, to $1,338.8 million for the six months ended August 4, 2018 compared to $1,308.5 million for the six months ended July 29, 2017, reflecting the same factors as those driving the second quarter increase. Our Famous Footwear segment reported a $21.5 million, or 2.8%, increase in net sales. Our Brand Portfolio segment reported an $8.9 million, or 1.6%, increase in net sales, reflecting higher net sales of our LifeStride, Franco Sarto and Sam Edelman brands, partially offset by lower sales from our Vince, Dr. Scholl's and Carlos brands.

Same-store sales changes are calculated by comparing the sales in stores that have been open at least 13 months. Relocated stores are treated as new stores, and closed stores are excluded from the calculation. Sales change from new and closed stores, net reflects the change in net sales due to stores that have been opened or closed during the period and are therefore excluded from the same-store sales calculation. E-commerce sales for those e-commerce websites that function as an extension of a retail chain are included in the same-store sales calculation.

Gross Profit

Gross profit increased $5.6 million, or 2.0%, to $293.1 million for the second quarter of 2018, compared to $287.5 million for the second quarter of 2017, reflecting higher sales volume, partially offset by a reduced gross profit rate. As a percentage of net sales, gross profit decreased to 41.5% for the second quarter of 2018, compared to 42.5% for the second quarter of 2017, driven by a more competitive and promotional environment, and a higher mix of lower margin categories at Famous Footwear. Cost of goods sold for the second quarter of 2018 also includes $0.5 million related to the amortization of the inventory adjustment required by purchase accounting. Retail and wholesale net sales were 70% and 30% in both the second quarter of 2018 and 2017.

Gross profit increased $9.6 million, or 1.7%, to $568.0 million for the six months ended August 4, 2018, compared to $558.4 million for the six months ended July 29, 2017, reflecting the same factors impacting the current quarter. As a percentage of net sales, gross profit decreased slightly to 42.4% for the six months ended August 4, 2018, compared to 42.7% for the six months ended July 29, 2017, reflecting the above factors. Retail and wholesale net sales were 70% and 30% in both the six months ended August 4, 2018 and July 29, 2017.

We classify certain warehousing, distribution, sourcing and other inventory procurement costs in selling and administrative expenses. Accordingly, our gross profit and selling and administrative expense rates, as a percentage of net sales, may not be comparable to other companies.

Selling and Administrative Expenses

Selling and administrative expenses increased $2.7 million, or 1.0%, to $258.9 million for the second quarter of 2018, compared to $256.2 million for the second quarter of 2017, driven by approximately $3 million of initial start-up and duplicate expenses during the second quarter of 2018 associated with our transition in early 2018 to a new leased Brand Portfolio distribution center in California, partially offset by lower store rent and facilities costs. As a percentage of net sales, selling and administrative expenses decreased to 36.7% for the second quarter of 2018, from 37.9% for the second quarter of 2017.

Selling and administrative expenses increased $6.3 million, or 1.3%, to $509.0 million for the six months ended August 4, 2018, compared to $502.7 million for the six months ended July 29, 2017, reflecting the same factors impacting the current quarter. As a percentage of net sales, selling and administrative expenses decreased to 38.0% for the six months ended August 4, 2018, from 38.4% for the six months ended July 29, 2017.

Restructuring and Other Special Charges, Net

Restructuring and other special charges of $2.1 million ($1.6 million on an after-tax basis, or $0.03 per diluted share), primarily for the transition of Allen Edmonds' consumer-facing activities to St. Louis, were incurred in the second quarter of 2018. In addition, the Brand Portfolio segment incurred costs related to the acquisition of Blowfish Malibu in the second quarter of 2018. For the second quarter of 2017, we incurred $2.9 million ($1.9 million on an after-tax basis, or $0.04 per diluted share), reflecting professional fees and severance expense related to our men's business. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges.

Operating Earnings

Operating earnings increased $3.7 million, or 13.1%, to $32.1 million for the second quarter of 2018, compared to $28.4 million for the second quarter of 2017, primarily reflecting higher sales volume and better expense leverage at Famous Footwear. As a percentage of net sales, operating earnings increased to 4.5% for the second quarter of 2018, compared to 4.2% for the second quarter of 2017.

Operating earnings increased $3.4 million, or 6.5%, to $55.1 million for the six months ended August 4, 2018, compared to $51.7 million for the six months ended July 29, 2017, reflecting the above factors, despite additional costs related to our distribution centers for the Brand Portfolio segment. As a percentage of net sales, operating earnings increased to 4.1% for the six months ended August 4, 2018, compared to 4.0% for the six months ended July 29, 2017.

Interest Expense, Net

Interest expense, net decreased $0.8 million, or 17.7%, to $3.6 million for the second quarter of 2018, compared to $4.4 million for the second quarter of 2017, primarily reflecting lower borrowings under our revolving credit agreement, which was used to fund the acquisition of Allen Edmonds in the fourth quarter of 2016. Obligations under the revolving credit agreement were fully paid off during the fourth quarter of 2017.

Interest expense, net decreased $1.9 million, or 20.7%, to $7.3 million for the six months ended August 4, 2018, compared to $9.2 million for the six months ended July 29, 2017, reflecting the same factors as those driving the second quarter decrease. Obligations under the revolving credit agreement were fully paid off during the fourth quarter of 2017.

Other Income, Net

During the first quarter of 2018, we adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the non-service cost components of pension and other postretirement benefit income to be included in non-operating income, as further discussed in Note 2 to the condensed consolidated financial statements. As a result of the retrospective adoption of the ASU, we reclassified $2.7 million and $5.1 million of non-service cost components of net periodic benefit income for the second quarter and six months ended July 29, 2017, respectively, to other income, net in the condensed consolidated statements of earnings. Other income, net increased $0.4 million, or 15.3%, to $3.1 million for the second quarter of 2018, compared to $2.7 million for the second quarter of 2017, primarily reflecting a higher expected return on assets for our domestic pension plan. Other income, net increased $1.1 million, or 20.8%, to $6.2 million for the six months ended August 4, 2018, compared to $5.1 million for the six months ended July 29, 2017. Refer to Note 12 to the condensed consolidated financial statements for additional information related to our retirement plans.

Income Tax Provision

Our effective tax rate can vary considerably from period to period, depending on a number of factors. Our consolidated effective tax rate was 25.3% for the second quarter of 2018, compared to 33.9% for the second quarter of 2017. The 2018 rate is lower due to the reduction in the U.S. corporate tax rate following enactment of the Tax Cuts and Jobs Act (the "Act"). During the second quarter of 2018, we recognized discrete tax benefits of $0.2 million related to share-based compensation. If these discrete tax benefits had not been recognized during the second quarter of 2018, our effective tax rate would have been 26.0%. There were no discrete tax benefits recognized during the second quarter of 2017.

For the six months ended August 4, 2018, our consolidated effective tax rate was 24.4%, compared to 31.7% for the six months ended July 29, 2017. We recognized discrete tax benefits of $0.7 million and $1.1 million during the six months ended August 4, 2018 and July 29, 2017, respectively, primarily related to share-based compensation. If these discrete tax benefits had not been recognized, our effective tax rates would have been 25.7% and 33.9%, for the six months ended August 4, 2018 and July 29, 2017, respectively. Our tax rate for the six months ended August 4, 2018 reflects a reduction in the U.S. corporate tax rate following enactment of the Tax Cuts and Jobs Act (the "Act"). Refer to Note 15 to the condensed consolidated financial statements for further discussion of income taxes and the impact of the Act.

Net Earnings Attributable to Caleres, Inc.

Net earnings attributable to Caleres, Inc. were $23.6 million and $40.9 million for the second quarter and six months ended August 4, 2018, compared to net earnings of $17.6 million and $32.5 million for the second quarter and six months ended July 29, 2017, as a result of the factors described above.



FAMOUS FOOTWEAR
	Thirteen Weeks Ended										Twenty-Six Weeks Ended
	August 4, 2018					July 29, 2017					August 4, 2018					July 29, 2017
				% of Net Sales					% of Net Sales					% of Net Sales					% of Net Sales
($ millions, except sales per square foot)				% of Net Sales					% of Net Sales					% of Net Sales					% of Net Sales
Operating Results
Net sales	$	429.5		100.0	%	$	404.9		100.0	%	$	792.9		100.0	%	$	771.4		100.0	%
Cost of goods sold	242.4			56.4	%	221.6			54.7	%	440.6			55.6	%	420.4			54.5	%
Gross profit	187.1			43.6	%	183.3			45.3	%	352.3			44.4	%	351.0			45.5	%
Selling and administrative expenses	153.9			35.9	%	158.2			39.1	%	297.2			37.5	%	305.6			39.6	%
Operating earnings	$	33.2		7.7	%	$	25.1		6.2	%	$	55.1		6.9	%	$	45.4		5.9	%

Key Metrics
Same-store sales % change	2.6		%			2.8		%			1.0		%			1.1		%
Same-store sales $ change	$	10.7				$	10.4				$	7.9				$	8.3
Sales change from new and closed stores, net	$	13.8				$	4.5				$	13.2				$	8.6
Impact of changes in Canadian exchange rate on sales	$	0.1				$	(0.1	)			$	0.4				$	(0.2	)

Sales per square foot, excluding e-commerce (thirteen and twenty-six weeks ended)	$	60				$	55				$	110				$	105
Sales per square foot, excluding e-commerce (trailing twelve months)	$	227				$	216				$	227				$	216
Square footage (thousand sq. ft.)	6,675					6,967					6,675					6,967

Stores opened	4					12					6					21
Stores closed	9					9					24					21
Ending stores	1,008					1,055					1,008					1,055

Net Sales

Famous Footwear achieved its highest net sales for any second quarter in its history. Net sales increased $24.6 million, or 6.1%, to $429.5 million for the second quarter of 2018, compared to $404.9 million for the second quarter of 2017. The increase was primarily driven by the calendar shift, which resulted in an additional week of back-to-school sales in the second quarter of 2018 compared to the second quarter of 2017. Same-store sales increased 2.6% for the second quarter of 2018. Famous Footwear experienced strong growth in e-commerce sales and reported improvement in the online conversion rate, due in part to the successful implementation of our buy online, pick up in store initiative in early 2017. During the second quarter of 2018, we opened four stores and closed nine stores, resulting in 1,008 stores and total square footage of 6.7 million at the end of the second quarter of 2018, compared to 1,055 stores and total square footage of 7.0 million at the end of the second quarter of 2017. On a trailing twelve-month basis, sales per square foot, excluding e-commerce, increased 4.9% to $227 for the twelve months ended August 4, 2018, compared to $216 for the twelve months ended July 29, 2017. Members of Rewards, our customer loyalty program, continue to account for a majority of the segment’s sales, with approximately 77% of our net sales made to Rewards program members in the second quarter of 2018, compared to 76% in the second quarter of 2017.

Net sales increased $21.5 million, or 2.8%, to $792.9 million for the six months ended August 4, 2018, compared to $771.4 million for the six months ended July 29, 2017. The increase was driven by the calendar shift, which resulted in an additional week of back-to-school sales. Same-store sales increased 1.0% for the six months ended August 4, 2018. Famous Footwear also experienced growth in e-commerce sales, and reported improvement in both conversion rate and online customer traffic. However, the strong e-commerce sales were offset by a decline in customer traffic at our retail store locations.

Gross Profit

Gross profit increased $3.8 million, or 2.1%, to $187.1 million for the second quarter of 2018, compared to $183.3 million for the second quarter of 2017, reflecting higher net sales, partially offset by a lower gross profit rate. In the second quarter of 2018, we experienced a shift away from higher margin performance athletic products into lower margin lifestyle athletic products. As a percentage of net sales, our gross profit decreased to 43.6% for the second quarter of 2018, compared to 45.3% for the second quarter of 2017, driven by a more competitive and promotional environment, a higher mix of lower margin product and higher freight expenses due to strong growth in e-commerce sales.

Gross profit increased $1.3 million, or 0.4%, to $352.3 million for the six months ended August 4, 2018, compared to $351.0 million for the six months ended July 29, 2017. As a percentage of net sales, our gross profit decreased to 44.4% for the six months ended August 4, 2018, compared to 45.5% for the six months ended July 29, 2017, reflecting the promotional environment in the six months ended August 4, 2018.

Selling and Administrative Expenses

Selling and administrative expenses decreased $4.3 million, or 2.7%, to $153.9 million for the second quarter of 2018, compared to $158.2 million for the second quarter of 2017. The decrease was driven by lower rent and facilities expense attributable to our smaller store base and incremental benefits from the restructuring of our retail operations completed in the fourth quarter of 2017. As a percentage of net sales, selling and administrative expenses decreased to 35.9% for the second quarter of 2018, compared to 39.1% for the second quarter of 2017, attributable in part to leveraging our expenses over the higher net sales base.

Selling and administrative expenses decreased $8.4 million, or 2.7%, to $297.2 million for the six months ended August 4, 2018, compared to $305.6 million for the six months ended July 29, 2017, reflecting the same factors impacting the quarter. As a percentage of net sales, selling and administrative expenses decreased to 37.5% for the six months ended August 4, 2018, compared to 39.6% for the six months ended July 29, 2017.

Operating Earnings

Operating earnings increased $8.1 million, or 32.4%, to $33.2 million for the second quarter of 2018, compared to $25.1 million for the second quarter of 2017. The increase primarily reflects higher net sales, partially offset by a decline in our gross profit rate. As a percentage of net sales, operating earnings increased to 7.7% for the second quarter of 2018, compared to 6.2% for the second quarter of 2017.

Operating earnings increased $9.7 million, or 21.4%, to $55.1 million for the six months ended August 4, 2018, compared to $45.4 million for the six months ended July 29, 2017. The increase primarily reflects our net sales growth, partially offset by a slight decline in our gross profit rate. As a percentage of net sales, operating earnings increased to 6.9% for the six months ended August 4, 2018, compared to 5.9% for the six months ended July 29, 2017.



BRAND PORTFOLIO
	Thirteen Weeks Ended										Twenty-Six Weeks Ended
	August 4, 2018					July 29, 2017					August 4, 2018					July 29, 2017
				% of Net Sales					% of Net Sales					% of Net Sales					% of Net Sales
($ millions, except sales per square foot)
Operating Results
Net sales	$	277.1		100.0	%	$	272.0		100.0	%	$	545.9		100.0	%	$	537.0		100.0	%
Cost of goods sold	171.1			61.8	%	167.8			61.7	%	330.2			60.5	%	329.6			61.4	%
Gross profit	106.0			38.2	%	104.2			38.3	%	215.7			39.5	%	207.4			38.6	%
Selling and administrative expenses	90.6			32.7	%	87.6			32.2	%	186.2			34.1	%	176.7			32.9	%
Restructuring and other special charges, net	1.8			0.6	%	0.7			0.2	%	3.4			0.6	%	1.5			0.3	%
Operating earnings	$	13.6		4.9	%	$	15.9		5.9	%	$	26.1		4.8	%	$	29.2		5.4	%

Key Metrics
Wholesale/retail sales mix (%)	76%/24%					75%/25%					74%/26%					74%/26%
Change in wholesale net sales ($)	$	6.0				$	2.7				$	6.0				$	8.2
Unfilled order position at end of period	$	263.3				$	275.0

Same-store sales % change⁽¹⁾	(1.3		)%			15.8		%			(1.2		)%			9.2		%
Same-store sales $ change⁽¹⁾	$	(0.6	)			$	4.4				$	(1.1	)			$	5.0
Sales change from new and closed stores, net	$	(0.5	)			$	30.9				$	3.4				$	68.0
Sales change from acquired Allen Edmonds retail stores⁽²⁾	N/A					$	1.4				N/A					$	3.1
Impact of changes in Canadian exchange rate on retail sales	$	0.2				$	(0.2	)			$	0.6				$	(0.3	)

Sales per square foot, excluding e-commerce (thirteen and twenty-six weeks ended)	$	109				$	108				$	213				$	209
Sales per square foot, excluding e-commerce (trailing twelve months) ⁽¹⁾	$	437				$	341				$	437				$	341
Square footage (thousands sq. ft.)	402					409					402					409

Stores opened	—					5					4					8
Stores closed	2					—					7					4
Ending stores	233					238					233					238


(1)	Because these metrics require inclusion in our results for 13 continuous months, the calculations for the 2017 periods presented exclude our Allen Edmonds business, which was acquired in December 2016.


(2)	This metric represents net sales from our 69 acquired Allen Edmonds retail stores for the thirteen and twenty-six weeks ended July 29, 2017.

Net Sales

Net sales increased $5.1 million, or 1.9%, to $277.1 million for the second quarter of 2018, compared to $272.0 million for the second quarter of 2017 driven by higher net sales of our Sam Edelman, Ryka, and Naturalizer brands, partially offset by lower sales from our Allen Edmonds, Dr. Scholl's and Vince brands. We acquired a controlling interest in Blowfish Malibu, which contributed $2.5 million of net sales, late in the second quarter of 2018. Our sport-casual product category continues to be a key trend and sales growth driver. In addition, our e-commerce business continued to strengthen. During the second quarter of 2018, we closed two stores, resulting in a total of 233 stores and total square footage of 0.4 million at the end of the second quarter of 2018, compared to 238 stores and total square footage of 0.4 million at the end of the second quarter of 2017. On a trailing twelve-month basis, sales per square foot, excluding e-commerce sales, increased to $437 for the twelve months ended August 4, 2018, compared to $341 for the twelve months ended July 29, 2017, primarily driven by the addition of the Allen Edmonds retail stores into this metric.

Our unfilled order position for our wholesale sales decreased $11.7 million, or 4.3%, to $263.3 million at August 4, 2018, compared to $275.0 million at July 29, 2017. The decrease in our backlog order levels is due, in part, to our speed-to-market initiative and our response to the continuing trend toward lower initial customer product orders.

Net sales increased $8.9 million, or 1.6%, to $545.9 million for the six months ended August 4, 2018, compared to $537.0 million for the six months ended July 29, 2017, driven by sales growth from our LifeStride, Franco Sarto and Sam Edelman brands, partially offset by lower sales from our Vince, Dr. Scholl's and Carlos brands. During the six months ended August 4, 2018, we opened four stores and closed seven stores.

Gross Profit

Gross profit increased $1.8 million, or 1.8%, to $106.0 million for the second quarter of 2018, compared to $104.2 million for the second quarter of 2017, primarily driven by strength in our Sam Edelman and Franco Sarto businesses. We also had lower incremental cost of goods sold related to purchase accounting inventory adjustments of $1.4 million, as further discussed in Overview of Management's Discussion and Analysis. As a percentage of net sales, our gross profit decreased slightly to 38.2% for the second quarter of 2018, compared to 38.3% for the second quarter of 2017.

Gross profit increased $8.3 million, or 4.0%, to $215.7 million for the six months ended August 4, 2018, compared to $207.4 million for the six months ended July 29, 2017, reflecting expansion in our gross profit rate and net sales growth. In addition, the six months ended July 29, 2017 included the incremental impact of $4.9 million ($3.0 million on an after-tax basis, or $0.07 per diluted share) in cost of goods sold related to the amortization of the Allen Edmonds inventory fair value adjustment required for purchase accounting, which was partially offset by $0.5 million ($0.4 million on an after-tax basis, or $0.01 per diluted share) in cost of goods sold related to the amortization of the Blowfish Malibu inventory fair value adjustment in the six months ended August 4, 2018. As a percentage of net sales, our gross profit increased slightly to 39.5% for the six months ended August 4, 2018, compared to 38.6% for the six months ended July 29, 2017.

Selling and Administrative Expenses

Selling and administrative expenses increased $3.0 million, or 3.4%, to $90.6 million for the second quarter of 2018, compared to $87.6 million for the second quarter of 2017, reflecting approximately $3 million in initial start-up and duplicate expenses associated with our transition in early 2018 to a new leased distribution center, partially offset by a decrease in rent expense attributable to our lower store base. As a percentage of net sales, selling and administrative expenses increased to 32.7% for the second quarter of 2018, compared to 32.2% for the second quarter of 2017.

Selling and administrative expenses increased $9.5 million, or 5.4%, to $186.2 million for the six months ended August 4, 2018, compared to $176.7 million for the six months ended July 29, 2017, driven by initial start-up and duplicate expenses associated with our transition to a new leased distribution center. As a percentage of net sales, selling and administrative expenses increased to 34.1% for the six months ended August 4, 2018, compared to 32.9% for the six months ended July 29, 2017.

Restructuring and Other Special Charges, Net

Restructuring and other special charges were $1.8 million and $3.4 million in the second quarter and six months ended August 4, 2018, respectively, related to the integration and reorganization of our men's business and the acquisition of Blowfish Malibu in July 2018. Restructuring and other special charges were $0.7 million and $1.5 million in the second quarter and six months ended July 29, 2017, respectively, related to the integration and reorganization of our men's business. Refer to Note 6 to the condensed consolidated financial statements for additional information related to these charges.

Operating Earnings

Operating earnings decreased $2.3 million, or 14.5%, to $13.6 million for the second quarter of 2018, compared to $15.9 million for the second quarter of 2017. Despite higher sales volume, an increase in selling and administrative expenses related to our distribution centers, led to a decline in operating earnings. As a percentage of net sales, operating earnings decreased to 4.9% for the second quarter of 2018, compared to 5.9% in the second quarter of 2017.

Operating earnings decreased $3.1 million, or 10.7%, to $26.1 million for the six months ended August 4, 2018, compared to $29.2 million for the six months ended July 29, 2017. As a percentage of net sales, operating earnings decreased to 4.8% for the six months ended August 4, 2018, compared to 5.4% in the six months ended July 29, 2017.

OTHER

The Other category includes unallocated corporate administrative expenses and other costs and recoveries. Costs of $14.7 million were incurred for the second quarter of 2018, compared to $12.6 million for the second quarter of 2017, driven by higher expenses for our cash-equivalent restricted stock units granted to directors, reflecting growth in our stock price, as well as certain management recruiting and other transition costs.

Unallocated corporate administrative expenses and other costs and recoveries were $26.1 million for the six months ended August 4, 2018, compared to $22.9 million for the six months ended July 29, 2017. The $3.2 million increase reflects the same factors as those driving the second quarter increase.

LIQUIDITY AND CAPITAL RESOURCES

Borrowings



($ millions)	August 4, 2018		July 29, 2017		February 3, 2018
Borrowings under revolving credit agreement	$	—	$	35.0	$	—
Long-term debt	197.7		197.2		197.5
Total debt	$	197.7	$	232.2	$	197.5

Total debt obligations of $197.7 million at August 4, 2018 decreased $34.5 million, compared to $232.2 million at July 29, 2017, and increased $0.2 million, compared to $197.5 million at February 3, 2018. The decrease from July 29, 2017 reflects lower borrowings under our revolving credit agreement. We used our revolving credit agreement to fund the acquisition of Allen Edmonds in the fourth quarter of 2016 and paid off the remaining balance in the fourth quarter of 2017. As a result of lower average borrowings under our revolving credit agreement, net interest expense for the second quarter of 2018 decreased $0.8 million to $3.6 million, compared to $4.4 million for the second quarter of 2017 and decreased $1.9 million to $7.3 million, compared to $9.2 million for the six months ended August 4, 2018.

Credit Agreement

The Company maintains a revolving credit facility for working capital needs in an aggregate amount of up to $600.0 million, with the option to increase by up to $150.0 million. The Company is the lead borrower, and Sidney Rich Associates, Inc., BG Retail, LLC and Allen Edmonds are each co-borrowers and guarantors under the Credit Agreement, which matures on December 18, 2019.

Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base ("Loan Cap"), which is based on stated percentages of the sum of eligible accounts receivable, eligible inventory and eligible credit card receivables, as defined, less applicable reserves. Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.

Interest on borrowings is at variable rates based on the London Interbank Offered Rate (“LIBOR”) or the prime rate, as defined in the Credit Agreement, plus a spread. The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement. There is an unused line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit.

At August 4, 2018, we had no borrowings and $8.6 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was $591.4 million at August 4, 2018. We were in compliance with all covenants and restrictions under the Credit Agreement as of August 4, 2018.

$200 Million Senior Notes

On July 27, 2015, we issued $200.0 million aggregate principal amount of Senior Notes due in 2023 (the "Senior Notes"). Our Senior Notes are guaranteed on a senior unsecured basis by each of the subsidiaries of Caleres, Inc. that is an obligor under the Credit Agreement and bear interest at 6.25%, which is payable on February 15 and August 15 of each year. The Senior Notes mature on August 15, 2023. We may redeem some or all of the Senior Notes at various redemption prices.

The Senior Notes also contain covenants and restrictions that limit certain activities including, among other things, levels of indebtedness, payments of dividends, the guarantee or pledge of assets, certain investments, common stock repurchases, mergers and acquisitions and sales of assets. As of August 4, 2018, we were in compliance with all covenants and restrictions relating to the Senior Notes.

Working Capital and Cash Flow



	Twenty-Six Weeks Ended
($ millions)	August 4, 2018			July 29, 2017			Change
Net cash provided by operating activities	$	91.0		$	114.3		$	(23.3	)
Net cash used for investing activities	(38.3		)	(27.4		)	(10.9		)
Net cash used for financing activities	(13.7		)	(89.5		)	75.8
Effect of exchange rate changes on cash and cash equivalents	(0.2		)	0.2			(0.4		)
Increase in cash and cash equivalents	$	38.8		$	(2.4	)	$	41.2

Reasons for the major variances in cash provided (used) in the table above are as follows:

Cash provided by operating activities was $23.3 million lower in the six months ended August 4, 2018 as compared to the six months ended July 29, 2017, primarily reflecting the following factors:


•	An increase in prepaid assets in the six months ended August 4, 2018 compared to a decrease in the comparable period in 2017, driven in part by the timing of our rent payments on our retail stores due to the impact of the calendar shift resulting from having a 53rd week in fiscal 2017; and


•	A smaller increase in trade accounts payable in the six months ended August 4, 2018, compared to the six months ended July 29, 2017.

Cash used for investing activities was $10.9 million higher in the six months ended August 4, 2018 as compared to the six months ended July 29, 2017, primarily due to the acquisition cost for Blowfish Malibu that was acquired in July 2018. For fiscal 2018, we expect purchases of property and equipment and capitalized software of approximately $50 million, including the initial capital required for our new leased Brand Portfolio warehouse in California.

Cash used for financing activities was $75.8 million lower for the six months ended August 4, 2018 as compared to the six months ended July 29, 2017. In the six months ended July 29, 2017, we made net repayments of $75 million of borrowings under our revolving credit agreement. In addition, we repurchased fewer shares under our stock repurchase program during the six months ended August 4, 2018.

A summary of key financial data and ratios at the dates indicated is as follows:



	August 4, 2018			July 29, 2017			February 3, 2018
Working capital ($ millions) ⁽¹⁾	$	437.8		$	347.2		$	416.6
Current ratio ⁽²⁾	1.73:1			1.57:1			1.97:1
Debt-to-capital ratio ⁽³⁾	21.1		%	26.6		%	21.5		%


(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)	The debt-to-capital ratio 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.

Working capital at August 4, 2018 was $437.8 million, which was $90.6 million and $21.2 million higher than at July 29, 2017 and February 3, 2018, respectively. Our current ratio was 1.73 to 1 as of August 4, 2018, compared to 1.57 to 1 at July 29, 2017

and 1.97:1 at February 3, 2018. The increase in working capital and the current ratio from July 29, 2017 primarily reflects an increase in cash and cash equivalents and lower borrowings under our revolving credit agreement, reflecting our operating cash flows over the prior twelve months. We used our revolving credit agreement to fund the acquisition of Allen Edmonds in the fourth quarter of 2016 and paid off the remaining borrowings in the fourth quarter of 2017. The increase in working capital from February 3, 2018 was primarily due to higher cash and cash equivalents and inventory, partially offset by an increase in accounts payable. Our debt-to-capital ratio was 21.1% as of August 4, 2018, compared to 26.6% as of July 29, 2017 and 21.5% at February 3, 2018. The decrease in our debt-to-capital ratio from July 29, 2017 primarily reflects lower borrowings under our revolving credit agreement.

At August 4, 2018, we had $102.9 million of cash and cash equivalents. Approximately half of this balance represents the accumulated unremitted earnings of our foreign subsidiaries.

We declared and paid dividends of $0.07 per share in both the second quarter of 2018 and 2017. The declaration and payment of any future dividend is at the discretion of the Board of Directors and will depend on our results of operations, financial condition, business conditions and other factors deemed relevant by our Board of Directors. However, we presently expect that dividends will continue to be paid.

CONTRACTUAL OBLIGATIONS

Our contractual obligations primarily consist of purchase obligations, operating lease commitments, long-term debt, interest on long-term debt, minimum license commitments, financial instruments, one-time transition tax for the mandatory deemed repatriation of cumulative foreign earnings, obligations for our supplemental executive retirement plan and other postretirement benefits and obligations.

As further discussed in Note 3 and Note 14 to the condensed consolidated financial statements, in conjunction with the acquisition of Blowfish Malibu in July of 2018, the Company recorded a mandatory purchase obligation of the noncontrolling interest of $9.1 million. The fair value of the mandatory purchase obligation, which was $9.2 million as of August 4, 2018, will be paid upon settlement in 2021.

Except for changes within the normal course of business (primarily changes in purchase obligations, which fluctuate throughout the year as a result of the seasonal nature of our operations, and changes in operating lease commitments as a result of new stores, store closures and lease renewals) and the mandatory purchase obligation described above, there have been no other significant changes to the contractual obligations identified in our Annual Report on Form 10-K for the year ended February 3, 2018.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

No material changes have occurred related to critical accounting policies and estimates since the end of the most recent fiscal year other than the adoption of Topic 606, as further described in Note 4 to the condensed consolidated financial statements. For further information on the Company's critical accounting policies and estimates, see Part II, Item 7 of our Annual Report on Form 10-K for the year ended February 3, 2018.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently issued accounting pronouncements and their impact on the Company are described in Note 2 to the condensed consolidated financial statements.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements and expectations regarding the Company’s future performance and the performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These risks include (i) changing consumer demands, which may be influenced by consumers' disposable income, which in turn can be influenced by general economic conditions; (ii) rapidly changing fashion trends and purchasing patterns; (iii) intense competition within the footwear industry; (iv) political and economic conditions or other threats to the continued and uninterrupted flow of inventory from China and other countries, where the Company relies heavily on third-party manufacturing facilities for a significant amount of its inventory; (v) foreign currency fluctuations; (vi) the ability to accurately forecast sales and manage inventory levels; (vii) cybersecurity threats or other major disruption to the Company’s information technology systems; (viii) customer concentration and increased consolidation in the retail industry; (ix) transitional challenges with acquisitions; (x) a disruption in the Company’s distribution centers; (xi) changes to tax laws, policies and treaties; (xii) the ability to recruit and retain senior management and other key associates; (xiii) compliance with applicable laws and standards with respect to labor, trade and product safety issues; (xiv) the ability to secure/exit leases on favorable terms; (xv) the ability to maintain relationships with current suppliers; and (xvi) the ability to attract, retain and maintain good relationships with licensors and protect intellectual property rights. The Company's reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended February 3, 2018, which information is incorporated by reference herein and updated by the Company’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change.



ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Part II, Item 7A of the Company's Annual Report on Form 10-K for the year ended February 3, 2018.



ITEM 4	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

It is the Chief Executive Officer's and Chief Financial Officer's ultimate responsibility to ensure we maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and annual results, an established system of internal controls and internal control reviews by our internal auditors.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected. Our disclosure controls and procedures are designed to provide a reasonable level of assurance that their objectives are achieved. As of August 4, 2018, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were effective at the reasonable assurance level.

On July 6, 2018, we acquired Blowfish Malibu. As a result of the acquisition, we are in the process of reviewing the internal control structure of Blowfish Malibu and, if necessary, will make appropriate internal control enhancements as we integrate the acquired business. Based on the evaluation of internal control over financial reporting, the Chief Executive Officer and Chief Financial Officer have concluded that there have been no changes in the Company’s internal controls over financial reporting during the quarter ended August 4, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Our annual assessment of internal control over financial reporting will exclude Blowfish Malibu.



PART II	OTHER INFORMATION



ITEM 1	LEGAL PROCEEDINGS

We are involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending will not have a material adverse effect on our results of operations or financial position. All legal costs associated with litigation are expensed as incurred.

Information regarding Legal Proceedings is set forth within Note 16 to the condensed consolidated financial statements and incorporated by reference herein.



ITEM 1A	RISK FACTORS

There have been no material changes that have occurred related to our risk factors since the end of the most recent fiscal year. For further information, see Part I, Item 1A of our Annual Report on Form 10-K for the year ended February 3, 2018.



ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information relating to our repurchases of common stock during the second quarter of 2018:



				Total Number Purchased as Part of Publicly Announced Program ⁽²⁾	Maximum Number of Shares that May Yet be Purchased Under the Program ⁽²⁾
	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share ⁽¹⁾

Fiscal Period

May 6, 2018 - June 2, 2018	455	$	35.74	—	1,123,500

June 3, 2018 - July 7, 2018	32,892	35.24		—	1,123,500

July 8, 2018 - August 4, 2018	3,519	34.88		—	1,123,500

Total	36,866	$	35.21	—	1,123,500


(1)	Includes shares purchased as part of our publicly announced stock repurchase program and shares that were tendered by employees related to certain share-based awards. The employee 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.

(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, 100,000 and 225,000 shares were repurchased during the twenty-six weeks ended August 4, 2018 and July 29, 2017, respectively. The Company did not repurchase any shares during the thirteen weeks ended August 4, 2018 or July 29, 2018. As of August 4, 2018, there were 1,123,500 shares authorized to be repurchased under the program. Our repurchases of common stock are limited under our debt agreements.



ITEM 3	DEFAULTS UPON SENIOR SECURITIES

None.



ITEM 4	MINE SAFETY DISCLOSURES

Not applicable.



ITEM 5	OTHER INFORMATION

None.



ITEM 6	EXHIBITS



Exhibit No.
3.1		Restated Certificate of Incorporation of Caleres, Inc. (the “Company”) incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed June 1, 2015.
3.2		Bylaws of the Company as amended through April 6, 2017, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed April 11, 2017.
10.1	†	Severance Agreement, effective June 14, 2018, between the Company and John W. Schmidt, filed herein.
31.1	†	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	†	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	†	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	†	XBRL Instance Document
101.SCH 101.CAL 101.LAB 101.PRE 101.DEF	† † † † †	XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Presentation Linkbase Document XBRL Taxonomy Definition Linkbase Document

† Denotes exhibit is filed with this Form 10-Q.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		CALERES, INC.

Date: September 12, 2018		/s/ Kenneth H. Hannah
		Kenneth H. Hannah Senior Vice President and Chief Financial Officer on behalf of the Registrant and as the Principal Financial Officer and Principal Accounting Officer