UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549 

FORM 10-Q
 
(Mark One)
[X]
Quarterly report pursuant to SectionQUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 28, 2017 May 4, 2019
 or
[  ]
Transition report pursuant to SectionTRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934 
 
For the transition period from  _____________  to  _____________
Commission file number: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
(IRSI.R.S. Employer Identification Number)No.)
  
8300 Maryland Avenue
St. Louis, Missouri
(Address of principal executive offices)
63105
(Zip Code)
(314) 854-4000
(Registrant's telephone number, including area code)
  
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - par value of $0.01 per shareCALNew York Stock Exchange

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 (§232.405 of this chapter) 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:Act.
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨(Do not check if a smaller reporting company)
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 ofNovember 24, 2017, 42,979,137 May 31, 2019, 42,224,221 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
3335
Item 3
Quantitative and Qualitative Disclosures About Market Risk
44
Item 4
Controls and Procedures
44
   
PART II  
Item 1
Legal Proceedings
45
Item 1A
Risk Factors
45
Item 2
Unregistered SaleSales of Equity Securities and Use of Proceeds
45
Item 3
Defaults Upon Senior NotesSecurities
46
Item 4
Mine Safety Disclosures
46
Item 5
Other Information
46
Item 6
Exhibits
47
 
Signature
48




PART IFINANCIAL INFORMATION
ITEM 1FINANCIAL STATEMENTS
CALERES, INC.          
CONDENSED CONSOLIDATED BALANCE SHEETS          
(Unaudited)  
(Unaudited)  
($ thousands)October 28, 2017
 October 29, 2016
 January 28, 2017
May 4, 2019
 May 5, 2018
 February 2, 2019
Assets     
     
Current assets:          
Cash and cash equivalents$31,379

$173,435

$55,332
$35,778

$96,481

$30,200
Receivables, net132,942

139,475

153,121
148,487

125,559

191,722
Inventories, net598,365

524,823

585,764
648,145

579,902

683,171
Prepaid expenses and other current assets40,982

31,716

49,528
54,902

62,385

71,354
Total current assets803,668
 869,449
 843,745
887,312
 864,327
 976,447
          
Other assets68,316

114,851

68,574
85,711

88,941

81,440
Goodwill127,081
 13,954
 127,098
244,407
 127,081
 242,531
Intangible assets, net213,101
 114,187
 216,660
304,101
 212,819
 307,366
Lease right-of-use assets735,282
 —
 —
Property and equipment535,149
 497,486
 531,104
592,670
 542,927
 579,087
Allowance for depreciation(320,167) (305,732) (311,908)(356,413) (334,029) (348,303)
Property and equipment, net214,982

191,754

219,196
236,257

208,898

230,784
Total assets$1,427,148
 $1,304,195
 $1,475,273
$2,493,070
 $1,502,066
 $1,838,568
          
Liabilities and Equity 
  
  
 
  
  
Current liabilities: 
  
  
 
  
  
Borrowings under revolving credit agreement$20,000
 $—
 $110,000
$318,000
 $—
 $335,000
Trade accounts payable223,832

212,088

266,370
289,071

268,917

316,298
Lease obligations136,005
 —
 —
Other accrued expenses173,487

141,886

151,225
168,224

168,746

202,038
Total current liabilities417,319
 353,974
 527,595
911,300
 437,663
 853,336
          
Other liabilities: 
  
  
 
  
  
Noncurrent lease obligations662,750
 —
 —
Long-term debt197,348

196,888

197,003
198,046

197,587

197,932
Deferred rent50,814

48,696

51,124
—

53,027

54,850
Other liabilities86,580

57,574

85,065
92,342

99,651

97,015
Total other liabilities334,742
 303,158
 333,192
953,138
 350,265
 349,797
          
Equity: 
  
  
 
  
  
Common stock430
 429
 430
422
 432
 419
Additional paid-in capital127,454
 120,775
 121,537
146,641
 136,909
 145,889
Accumulated other comprehensive loss(28,122) (6,310) (30,434)(31,873) (16,065) (31,601)
Retained earnings573,883
 531,216
 521,584
512,046
 591,429
 519,346
Total Caleres, Inc. shareholders’ equity673,645

646,110

613,117
627,236

712,705

634,053
Noncontrolling interests1,442

953

1,369
1,396

1,433

1,382
Total equity675,087
 647,063
 614,486
628,632
 714,138
 635,435
Total liabilities and equity$1,427,148
 $1,304,195
 $1,475,273
$2,493,070
 $1,502,066
 $1,838,568
See notes to condensed consolidated financial statements.


CALERES, INC.  
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGSCONDENSED CONSOLIDATED STATEMENTS OF EARNINGS CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
  
(Unaudited)(Unaudited)
Thirteen Weeks EndedThirty-Nine Weeks EndedThirteen Weeks Ended
($ thousands, except per share amounts)October 28, 2017
October 29, 2016
October 28, 2017
October 29, 2016
May 4, 2019
May 5, 2018
Net sales$774,656
$732,230
$2,083,119
$1,939,900
$677,754
$632,142
Cost of goods sold457,771
438,459
1,207,865
1,138,781
397,918
357,221
Gross profit316,885
293,771
875,254
801,119
279,836
274,921
Selling and administrative expenses264,015
238,319
761,590
684,666
262,111
250,197
Restructuring and other special charges, net—
—
3,973
—
856
1,778
Operating earnings52,870
55,452
109,691
116,453
16,869
22,946
Interest expense(4,141)(3,475)(13,822)(10,564)
Interest income95
350
592
907
Interest expense, net(7,340)(3,683)
Other income, net2,619
3,091
Earnings before income taxes48,824
52,327
96,461
106,796
12,148
22,354
Income tax provision(14,451)(17,601)(29,530)(34,514)(3,063)(5,174)
Net earnings34,373
34,726
66,931
72,282
9,085
17,180
Net (loss) earnings attributable to noncontrolling interests(14)(4)47
2
Net earnings (loss) attributable to noncontrolling interests2
(32)
Net earnings attributable to Caleres, Inc.$34,387
$34,730
$66,884
$72,280
$9,083
$17,212
 



Basic earnings per common share attributable to Caleres, Inc. shareholders$0.80
$0.81
$1.56
$1.67
$0.22
$0.40
 



Diluted earnings per common share attributable to Caleres, Inc. shareholders$0.80
$0.81
$1.55
$1.67
$0.22
$0.40
 
Dividends per common share$0.07
$0.07
$0.21
$0.21
See notes to condensed consolidated financial statements.



CALERES, INC.  
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  
(Unaudited)(Unaudited)
Thirteen Weeks EndedThirty-Nine Weeks EndedThirteen Weeks Ended
($ thousands)October 28, 2017
October 29, 2016
October 28, 2017
October 29, 2016
May 4, 2019
May 5, 2018
Net earnings$34,373
$34,726
$66,931
$72,282
$9,085
$17,180
Other comprehensive (loss) income, net of tax: 
 
 
 
 
 
Foreign currency translation adjustment(633)(545)647
961
(958)(808)
Pension and other postretirement benefits adjustments379
(289)1,106
(865)395
434
Derivative financial instruments183
(101)559
(542)303
(521)
Other comprehensive (loss) income, net of tax(71)(935)2,312
(446)
Other comprehensive loss, net of tax(260)(895)
Comprehensive income34,302
33,791
69,243
71,836
8,825
16,285
Comprehensive (loss) income attributable to noncontrolling interests(3)(25)73
(35)
Comprehensive income (loss) attributable to noncontrolling interests14
(40)
Comprehensive income attributable to Caleres, Inc.$34,305
$33,816
$69,170
$71,871
$8,811
$16,325
See notes to condensed consolidated financial statements.



CALERES, INC.  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  
(Unaudited)(Unaudited)
Thirty-nine Weeks EndedThirteen Weeks Ended
($ thousands)October 28, 2017
October 29, 2016
May 4, 2019
May 5, 2018
Operating Activities  
  
Net earnings$66,931
$72,282
$9,085
$17,180
Adjustments to reconcile net earnings to net cash provided by operating activities: 
 
 
 
Depreciation34,354
28,131
11,434
11,064
Amortization of capitalized software10,786
9,589
1,733
2,684
Amortization of intangible assets3,059
2,758
3,265
1,037
Amortization of debt issuance costs and debt discount1,296
1,295
791
432
Share-based compensation expense8,394
5,966
3,314
3,575
Excess tax benefit related to share-based plans—
(3,264)
Loss on disposal of property and equipment1,004
872
136
284
Impairment charges for property and equipment2,995
913
Impairment charges for property, equipment and lease right-of-use assets1,194
468
Provision for doubtful accounts117
342
Deferred rent(310)2,190
—
(44)
Provision for doubtful accounts352
564
Changes in operating assets and liabilities: 
 
Changes in operating assets and liabilities, net of acquired amounts: 
 
Receivables19,826
13,626
43,117
26,652
Inventories(11,541)22,587
38,492
(11,264)
Prepaid expenses and other current and noncurrent assets890
22,119
(6,935)(3,407)
Trade accounts payable(42,702)(25,870)(27,315)(3,774)
Accrued expenses and other liabilities26,588
(17,419)(27,836)6,443
Other, net339
664
(682)(325)
Net cash provided by operating activities122,261
137,003
49,910
51,347
  
Investing Activities 
 
 
 
Purchases of property and equipment(34,364)(43,019)(18,443)(7,929)
Capitalized software(4,531)(5,672)(2,917)(1,434)
Net cash used for investing activities(38,895)(48,691)(21,360)(9,363)
  
Financing Activities 
 
 
 
Borrowings under revolving credit agreement450,000
103,000
84,000
—
Repayments under revolving credit agreement(540,000)(103,000)(101,000)—
Dividends paid(9,033)(9,094)(2,947)(3,023)
Acquisition of treasury stock(5,993)(23,139)—
(3,288)
Issuance of common stock under share-based plans, net(2,477)(4,205)(2,559)(3,122)
Excess tax benefit related to share-based plans—
3,264
Other(394)—
Net cash used for financing activities(107,503)(33,174)(22,900)(9,433)
Effect of exchange rate changes on cash and cash equivalents184
146
(72)(117)
(Decrease) increase in cash and cash equivalents(23,953)55,284
Increase in cash and cash equivalents5,578
32,434
Cash and cash equivalents at beginning of period55,332
118,151
30,200
64,047
Cash and cash equivalents at end of period$31,379
$173,435
$35,778
$96,481
See notes to condensed consolidated financial statements.


CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY   
(Unaudited)Common StockAdditional Paid-In Capital
Accumulated Other Comprehensive (Loss) Income
Retained Earnings
Total Caleres, Inc. Shareholders’ Equity
Non-controlling Interests
 
($ thousands, except number of shares and per share amounts)SharesDollarsTotal Equity
BALANCE FEBRUARY 2, 201941,886,562
$419
$145,889
$(31,601)$519,346
$634,053
$1,382
$635,435
Net earnings    9,083
9,083
2
9,085
Foreign currency translation adjustment   (970) (970)12
(958)
Unrealized gain on derivative financial instruments, net of tax of $96   303
 303
 303
Pension and other postretirement benefits adjustments, net of tax of $138   395
 395
 395
Comprehensive (loss) income


(272)9,083
8,811
14
8,825
Dividends ($0.07 per share)


 (2,947)(2,947) (2,947)
Issuance of common stock under share-based plans, net347,283
3
(2,562)  (2,559) (2,559)
Cumulative-effect adjustment from adoption of ASC 842    (13,436)(13,436) (13,436)
Share-based compensation expense  3,314
  3,314
 3,314
BALANCE MAY 4, 201942,233,845
$422
$146,641
$(31,873)$512,046
$627,236
$1,396
$628,632
         
BALANCE FEBRUARY 3, 201843,031,689
$430
$136,460
$(15,170)$595,769
$717,489
$1,473
$718,962
Net earnings (loss)    17,212
17,212
(32)17,180
Foreign currency translation adjustment   (808) (808)(8)(816)
Unrealized loss on derivative financial instruments, net of tax of $122   (521) (521) (521)
Pension and other postretirement benefits adjustments, net of tax of $151   434
 434
 434
Comprehensive (loss) income   (895)17,212
16,317
(40)16,277
Dividends ($0.07 per share)    (3,023)(3,023) (3,023)
Acquisition of treasury stock(100,000)(2)  (3,286)(3,288) (3,288)
Issuance of common stock under share-based plans, net256,005
4
(3,126)  (3,122) (3,122)
Cumulative-effect adjustment from adoption of ASU 2016-16    (10,468)(10,468) (10,468)
Cumulative-effect adjustment from adoption of ASU 2014-09 (Topic 606)    (4,775)(4,775) (4,775)
Share-based compensation expense  3,575
  3,575
 3,575
BALANCE MAY 5, 201843,187,694
$432
$136,909
$(16,065)$591,429
$712,705
$1,433
$714,138
See notes tocondensedconsolidated financial statements.



CALERES, INC. 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1Basis 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 interim financial position, results of operations, comprehensive income and cash flowsinformation 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 withrequired by accounting principles generally accepted in the United States.States for complete financial statements. 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 Christmas 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 January 28, 2017.February 2, 2019.

Note 2Impact of New Accounting Pronouncements

In May 2014, the FinancialImpact of Recently Adopted Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequently issued ASU 2015-14 to defer the effective date. Several ASUs to clarify the implementation guidance in ASU 2014-09 have also been issued. 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 ASUs are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017.  The Company plans to adopt the ASUs in the first quarter of 2018 using the modified retrospective method.

The Company has completed its assessment of the policy changes required for each of the revenue streams and is finalizing its assessment of the financial statement impacts of the ASUs, as well as drafting the financial statement disclosures. The area most significantly impacted by the ASUs will be the value assigned to loyalty points issued under the Company's loyalty program for the Famous Footwear segment. The new standards will require a deferral of revenue associated with loyalty points using a relative stand-alone selling price method rather than the incremental cost approach the Company uses under the current standard. The standards allow entities to elect various practical expedients. The Company expects to elect the practical expedient to disregard the effect of the time value of money in a significant financing component when its payment terms are less than one year. The Company will also elect the practical expedient to exclude sales and similar taxes collected from consumers from the measurement of the transaction price for its retail sales. Although adoption of the ASUs will result in a significant initial adjustment to deferred revenue related to loyalty points and require certain changes in presentation to the Company's consolidated balance sheets, it is not anticipated to significantly impact the Company's condensed consolidated statements of earnings on an ongoing basis.  

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330), which requires entities to measure inventory at "the lower of cost and net realizable value", simplifying the current guidance under which entities must measure inventory at the lower of cost or market. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory measured using the last-in, first-out (LIFO) method. The Company adopted the ASU during the first quarter of 2017, which did not have a material impact on the condensed consolidated financial statements.



Pronouncements
In February 2016, the FASB issued ASUAccounting Standards Update ("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. The Company adopted Accounting Standards Codification ("ASC") Topic 842 ("ASC 842") in the first quarter of 2019 using the modified retrospective approach and the optional transition method permitted by ASU 2018-11. Upon adoption, the Company recorded an operating lease right-of-use asset of $729.2 million and lease liabilities of $791.7 million as of February 3, 2019. In addition, a cumulative-effect adjustment to retained earnings of $13.4 million, net of $4.7 million in deferred taxes, was recorded upon adoption. Prior period financial information in the condensed consolidated financial statements has not been adjusted and is presented under the guidance in ASC 840, Leases. The Company elected the package of practical expedients and the expedient to group lease and non-lease components as permitted within the ASU. The hindsight practical expedient was not elected. Refer to Note 10 to the condensed consolidated financial statements for additional information regarding ASC 842.

Impact of Prospective Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU replaces today's "incurred loss" model with an "expected credit loss" model that requires entities to estimate an expected lifetime credit loss on financial assets, including trade accounts receivable. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 using a modified retrospective approach,2019, with early adoption permitted.permitted beginning after December 15, 2018. The Company's implementation team is developing and executing the planASU's provisions will be applied as a cumulative-effect adjustment to adopt the ASU. The Company has upgraded its accounting systems to comply with the requirementsretained earnings as of the new standard and the Company is in the process of evaluating the impactbeginning of the standard on its leases and processes. The Company anticipates electingfirst reporting period in which it is adopted. As credit losses from the package of practical expedients permitted within the ASU, as well as the hindsight practical expedient. Due to the large number of retail operating leases to which the Company is a party,Company's trade receivables have not historically been significant, the Company anticipates that the impact to its condensed consolidated financial statements upon adoption of the ASU in the first quarter of 20192020 will be material. However,not have a material impact on the 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. consolidated financial statements.

In March 2016,August 2018, the FASB issued ASU 2016-09,2018-13, Improvements to Employee Share-Based Payment AccountingFair Value Measurement (Topic 718), which simplifies accounting for certain aspects of share-based payments to employees, including income taxes, forfeitures and statutory income tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the ASU during the first quarter of 2017, which had the following impact820): Disclosure Framework — Changes to the condensed consolidated financial statements:Disclosure Requirements for Fair Value Measurement

The Company recognized excess tax benefits of $1.2 million related to share-based plans during the thirty-nine weeks ended October 28, 2017, which are required to be recognized in the statements of earnings. ASU 2018-13 modifies disclosure requirements on a prospective basis. Prior to the adoption of the ASU, the excess tax benefit related to share-based plans was recorded in additional paid-in-capital.
The Company elected to adopt the provision of the ASU to account for forfeitures as they occur. This election was applied on a modified retrospective basis, resulting in a net increase to Caleres, Inc. shareholders' equity of $0.4 million.
The ASU requires cash flows from excess tax benefits related to share-based payments to be reported as operating activities in the condensed consolidated statements of cash flows. The Company elected to adopt this provision on a prospective basisfair value measurements, removing and as a result, the excess tax benefit related to share-based plans for the thirty-nine weeks ended October 29, 2016 is presented as a financing activity,modifying certain disclosures, while the benefit for the thirty-nine weeks ended October 28, 2017 is presented as an operating activity.

In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which requires the recognition of the income tax effects of intercompany sales and intra-entity transfers of assets,adding other than inventory, when the transfer occurs.disclosures. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The ASU will be adopted during the first quarter of 2018 using a modified retrospective approach. While the Company is finalizing its assessment of the impact of this ASU on its condensed consolidated financial statements, the adoption of the ASU is expected to result in a cumulative adjustment to deferred taxes and retained earnings related to intra-entity transfers of intangible assets that occurred prior to adoption.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill. Under the ASU, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. The ASU is effective prospectively for annual and interim impairment tests beginning after December 15, 2019, with early adoption permitted. The Company adopted theadoption of ASU during the third quarter of 2017, which had no2018-13 is not expected to have a material impact on the condensed consolidatedCompany's financial statements, as the Company performs its goodwill impairment test during the fourth quarter.statement disclosures.



In March 2017,August 2018, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The ASU amends ASC 715,2018-14, Compensation — Retirement Benefits — Defined Benefit Plans — General (Subtopic 715-20), Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans, to require.  The guidance changes the disclosure requirements for employers that present a measure of operating income in their statements of earnings to include only the service cost component of net periodicsponsor defined benefit pension cost and net periodicor other postretirement benefit plans, eliminating the requirements for certain disclosures that are no longer considered cost in operating expenses (together with other employee compensation costs). The other components of net benefit cost, including amortization of prior service cost/credit,beneficial and settlement and curtailment effects, are to be included in non-operating expenses.requiring new disclosures that the FASB considers pertinent. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Upon adoption of the ASU during the first quarter of 2018, the Company will separately present the components of net periodic benefit cost or income, excluding the service cost component, in non-operating expenses on a retrospective basis. Net periodic benefit income, excluding the service cost component, was $2.5 million and $7.6 million for the thirteen and thirty-nine weeks ended October 28, 2017, respectively.

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 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption


permitted. The guidance will be applied prospectively to awards modified after the Company adopts the ASU in the first quarter of 2018.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accountingfor 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, 2018,2020, with early adoption permitted. The Company plans to adopt theadoption of ASU in the first quarter of 2018. The ASU2018-14 is not expected to have a material impact on the Company's consolidated financial statements.statement disclosures.

Note 3AcquisitionAcquisitions

Acquisition of Blowfish, LLC
On December 13, 2016,July 6, 2018, the Company entered into a StockMembership Interest Purchase Agreement (the "Purchase("Purchase Agreement") with Apollo Investors,Blowfish, LLC (the "Seller") and Apollo Buyer Holding Company, Inc. (the "Holding Company"("Blowfish", or "Blowfish Malibu"), pursuant to which the Company acquired all outstanding capital stock of Allen Edmonds ("Allen Edmonds").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 foris estimated to be $28.0 million, including approximately $9.0 million assigned to the Allen Edmonds stock was $259.9mandatory 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 of $0.7 million. The purchasereceived) was funded with cashcash. The estimate of the mandatory purchase obligation, which is recorded within other liabilities on the condensed consolidated balance sheets, is presented on a discounted basis and funds available underis subject to remeasurement based on the Company's revolving credit agreement.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 Allen EdmondsBlowfish Malibu since July 6, 2018 have been included in the Company’sCompany's condensed consolidated financial statements within the Brand Portfolio segment, since December 13, 2016.with the elimination of sales and profit for sales to the Famous Footwear segment reflected in the Eliminations and Other category.

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. The assetsfootwear is marketed under the "Blowfish" and liabilities of Allen Edmonds were recorded at their estimated fair values and the excessBlowfish Malibu" tradenames. The acquisition allows for continued expansion of the purchase price overCompany's overall business and provides additional exposure to the fair valuegrowing sneaker and casual lifestyle segment of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill during the fourth quarter of 2016.market.

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.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. As of October 28, 2017,May 4, 2019, the purchase price allocation is complete.

During the thirty-ninethirteen weeks ended May 4, 2019, Blowfish Malibu contributed net sales of $19.3 million to the Brand Portfolio segment ($16.2 million on a consolidated basis, net of eliminations), and net earnings of $0.6 million.

Acquisition of Vionic
On October 28, 2017,18, 2018, the Company entered into an Equity and Asset Purchase Agreement (the "Agreement") with the equity holders of Vionic Group LLC and Vionic International LLC, and VCG Holdings Ltd., a Cayman Islands corporation (collectively, "Vionic"), pursuant to which the Company acquired all of the outstanding equity interests of Vionic Group LLC and Vionic International LLC and certain related intellectual property from VCG Holdings Ltd for $360.0 million plus adjustments for cash and indebtedness, as defined in the Agreement. The aggregate purchase price was $360.7 million (or $352.7 million, net of $8.0 million of cash received). The purchase was funded with borrowings from the Company's revolving credit agreement. The operating results of Vionic since October 18, 2018 have been included in the Company's condensed consolidated financial statements within the Brand Portfolio segment, with the elimination of sales and profit for sales to the Famous Footwear segment reflected in the Eliminations and Other category.

Vionic, which was founded in 1979, brings together style and science, combining innovative biomechanics with the most coveted trends. As pioneers in foot health with a global team of experts behind the dual gender brand, Vionic brings a fresh perspective to stylish, supportive footwear, offering a vast selection of active, casual and dress styles, sandals and slippers. The acquisition of Vionic allows the Company to continue to expand its portfolio of brands and gives it additional access to the growing contemporary comfort footwear category.



The Brand Portfolio segment recognized $4.9$5.8 million in cost of goods sold ($3.04.3 million on an after-tax basis, or $0.07$0.10 per diluted share) in incremental cost of goods sold in the thirteen weeks ended May 4, 2019 related to the amortization of the inventory fair value adjustment required for purchase accounting. In addition, the Company incurred integration-related costs of $0.3 million ($0.2 million on an after-tax basis, or $0.01 per diluted share) in the thirteen weeks ended May 4, 2019, which were recorded as a component of restructuring and other special charges, net. Of the $0.3 million, $0.2 million is presented within the Eliminations and Other category and $0.1 million is presented in the Brand Portfolio segment.

Vionic contributed net sales of $54.8 million to the Brand Portfolio segment ($53.1 million on a consolidated basis, net of eliminations), and reported a net loss of approximately $1.3 million, primarily associated with the incremental cost of goods sold of $5.8 million related to the amortization of the inventory fair value adjustment required for purchase accounting. The inventorynet loss excludes the incremental interest expense associated with the acquisition.

Purchase Price Allocation
The assets and liabilities of Vionic were recorded at their estimated fair values, and the excess of the purchase price over the fair value adjustmentof the assets acquired and liabilities assumed, including identified intangible assets, was fully amortizedrecorded as goodwill. The Company has allocated the purchase price as of July 29, 2017. As further discussedthe acquisition date, October 18, 2018, as follows: 
($ thousands) October 18, 2018
ASSETS  
Current assets:  
Cash and cash equivalents $8,024
Receivables 32,319
Inventories 58,740
Prepaid expense and other current assets 3,618
Total current assets 102,701
Goodwill 150,413
Intangible assets 144,700
Property and equipment 6,864
Total assets $404,678
   
LIABILITIES AND EQUITY  
Current liabilities:  
Trade accounts payable $19,679
Other accrued expenses 20,768
Total current liabilities 40,447
Other liabilities 3,541
Total liabilities 43,988
Net assets $360,690

The allocation of the purchase price is based on certain preliminary valuations and analyses. Any subsequent changes in the estimated fair values assumed upon the finalization of more detailed analyses 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 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 and intangible assets other than goodwill. The Company used all available information to make its best estimate of fair values at the acquisition date. The Company continues to evaluate certain contingent liabilities, but the purchase price allocation is substantially complete as of May 4, 2019.



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, which is deductible for tax purposes, is primarily attributable to synergies and an assembled workforce. Refer to Note 59 to the condensed consolidated financial statements the Company also incurred integration costs during the thirty-nine weeks ended October 28, 2017.for additional information regarding goodwill and intangible assets.

Note 4Revenues

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 excludes 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 May 4, 2019 and May 5, 2018:
  Thirteen Weeks Ended May 4, 2019
($ thousands) Famous Footwear
 Brand Portfolio
 Eliminations and Other
 Total
         
Retail stores $320,242
 $36,650
 $—
 $356,892
Landed wholesale —
 233,370
 (15,461) 217,909
First-cost wholesale —
 14,771
 —
 14,771
E-commerce 31,781
 53,046
 —
 84,827
Licensing and royalty —
 3,132
 —
 3,132
Other (1)
 142
 81
 —
 223
Net sales $352,165
 $341,050
 $(15,461) $677,754
  Thirteen Weeks Ended May 5, 2018
($ thousands) Famous Footwear
 Brand Portfolio
 Eliminations and Other
 Total
         
Retail stores $338,256
 $42,784
 $—
 $381,040
Landed wholesale —
 182,576
 (14,766) 167,810
First-cost wholesale —
 13,405
 —
 13,405
E-commerce 25,014
 40,950
 —
 65,964
Licensing and royalty —
 3,712
 —
 3,712
Other (1)
 141
 70
 —
 211
Net sales $363,411
 $283,497
 $(14,766) $632,142
(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 estimated returns and exclude sales tax. The Company carries a returns reserve and a corresponding return asset for expected returns of merchandise.

Retail sales to members of the Company's loyalty programs, including the Famously You Rewards program, include two performance obligations: the sale of merchandise and the delivery of points that may be redeemed for future purchases. 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 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.

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 from sales on websites maintained by the Company that are shipped from the Company's distribution centers or retail stores directly to the consumer, picked up directly by the consumer from the Company's stores and e-commerce sales from our wholesale customers' websites that are fulfilled on a drop-ship basis (collectively 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)May 4, 2019
May 5, 2018
February 2, 2019
Customer allowances and discounts$20,063
$19,416
$25,090
Loyalty programs liability15,700
14,920
14,637
Returns reserve16,621
12,606
13,841
Gift card liability4,944
4,661
5,426

Changes in contract balances with customers generally reflect differences in relative sales volume for the periods presented. In addition, during the thirteen weeks ended May 4, 2019, the loyalty programs liability increased $5.2 million due to points accrued for purchases and decreased $4.1 million due to expirations and redemptions. During the thirteen weeks ended May 5, 2018, the loyalty programs liability increased $6.4 million due to the adoption of Topic 606 and $5.9 million due to points accrued for purchases and decreased $5.5 million due to expirations and redemptions.



Note 45Earnings 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 October 28, 2017May 4, 2019 and October 29, 2016:May 5, 2018:
 


Thirteen Weeks EndedThirty-Nine Weeks EndedThirteen Weeks Ended
($ thousands, except per share amounts)October 28, 2017
October 29, 2016
October 28, 2017
October 29, 2016
May 4, 2019
May 5, 2018
NUMERATOR 
 
 
 
 
 
Net earnings$34,373
$34,726
$66,931
$72,282
$9,085
$17,180
Net loss (earnings) attributable to noncontrolling interests14
4
(47)(2)
Net (earnings) loss attributable to noncontrolling interests(2)32
Net earnings allocated to participating securities(949)(910)(1,841)(1,933)(283)(479)
Net earnings attributable to Caleres, Inc. after allocation of earnings to participating securities$33,438
$33,820
$65,043
$70,347
$8,800
$16,733
  
DENOMINATOR 
 
 
 
 
 
Denominator for basic earnings per common share attributable to Caleres, Inc. shareholders41,788
41,802
41,801
42,093
40,741
41,910
Dilutive effect of share-based awards182
137
173
144
60
124
Denominator for diluted earnings per common share attributable to Caleres, Inc. shareholders41,970
41,939
41,974
42,237
40,801
42,034
  
Basic earnings per common share attributable to Caleres, Inc. shareholders$0.80
$0.81
$1.56
$1.67
$0.22
$0.40
  
Diluted earnings per common share attributable to Caleres, Inc. shareholders$0.80
$0.81
$1.55
$1.67
$0.22
$0.40
 
Options to purchase 16,667 shares of common stock for the thirteen and thirty-nine weeks ended October 28, 2017 and 63,915 shares of common stock for the thirteen and thirty-nine weeks ended October 29, 2016May 4, 2019 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 weeks ended May 5, 2018.

During the thirteen and thirty-nine weeks ended October 28, 2017,May 4, 2019 and May 5, 2018, the Company repurchased zero and 225,000100,000 shares, respectively, under the 2011 and 2018 publicly announced share repurchase program,programs, each of which permits repurchases of up to 2.5 million shares. The Company repurchased zero and 900,000 shares during the thirteen and thirty-nine weeks ended October 29, 2016, respectively. As of October 28, 2017,May 4, 2019, the Company has repurchased a total of 1.32.7 million shares under this program.at an aggregate purchase price of $77.8 million.

Note 56
Restructuring and Other Initiatives
 
Vionic Integration-Related Costs
During the thirty-ninethirteen weeks ended October 28, 2017,May 4, 2019, the Company incurred integration-related costs associated with the acquisition of Vionic, primarily for severance, totaling $0.3 million ($0.2 million on an after-tax basis, or $0.01 per diluted share). Of the $0.3 million in costs, which are presented as restructuring and other special charges, net in the condensed consolidated statements of earnings, $0.2 million are reflected within the Eliminations and Other category and $0.1 million are included in the Brand Portfolio segment. As of May 4, 2019 restructuring reserves of $0.5 million were included in other accrued expenses on the condensed consolidated balance sheets. Refer to further discussion of the acquisition in Note 3 to the condensed consolidated financial statements.



Carlos Brand Exit
The Company's license agreement to sell Carlos by Carlos Santana footwear expired in December 2018. In connection with the decision to exit the Carlos brand, the Company incurred restructuring-related costs of $1.9 million ($1.4 million on an after-tax basis, or $0.03 per diluted share) during the first quarter of 2019. Of these charges included in the Brand Portfolio segment, $1.3 million ($1.0 million on an after-tax basis or $0.02 per diluted share) primarily represents incremental inventory markdowns required to reduce the value of inventory to net realizable value and is presented in cost of goods sold on the statements of earnings and the remaining $0.6 million ($0.4 million on an after-tax basis, or $0.01 per diluted share) for severance and other related costs is presented in restructuring and other special charges.

Integration and Reorganization of Men's Brands
During the thirteen weeks ended May 5, 2018, the Company incurred integration and reorganization costs related to the men's business, primarily for severance and professional fees, and severance expense, totaling $4.0$1.8 million ($2.61.3 million on an after-tax basis, or $0.06$0.03 per diluted share), related to the men's business.. Of the $4.0$1.8 million in costs presented as restructuring and other special charges, net in the condensed consolidated statements of earnings for the thirty-ninethirteen weeks ended October 28, 2017, $2.5May 5, 2018, $1.6 million is reflected within the Other category and $1.5 million iswas reflected within the Brand Portfolio segment. Theresegment and $0.2 million was reflected within the Eliminations and Other category. As of May 5, 2018, restructuring reserves of $1.1 million were no restructuring charges incurred duringincluded in other accrued expenses on the thirteen weeks ended October 28, 2017 or the thirty-nine weeks ended October 29, 2016.condensed consolidated balance sheets.


Note 67Business Segment Information

During the first quarter of 2019, the Company changed its segment presentation to present net sales of the Brand Portfolio segment inclusive of both external and intersegment sales, with the elimination of intersegment sales and profit from Brand Portfolio to Famous Footwear reflected within the Eliminations and Other category. This presentation reflects the independent business models of both Brand Portfolio and Famous Footwear, as well as growth in intersegment activity driven by recent acquisitions. Following is a summary of certain key financial measures for the Company’s business segments for the periods ended October 28, 2017May 4, 2019 and October 29, 2016:May 5, 2018:  
 Famous FootwearBrand Portfolio  
($ thousands)OtherTotal
Thirteen Weeks Ended October 28, 2017
External sales$473,118
$301,538
$—
$774,656
Intersegment sales—
15,218
—
15,218
Operating earnings (loss)33,747
24,281
(5,158)52,870
Segment assets544,280
781,421
101,447
1,427,148
     
Thirteen Weeks Ended October 29, 2016
External sales$467,816
$264,414
$—
$732,230
Intersegment sales—
20,234
—
20,234
Operating earnings (loss)32,709
30,454
(7,711)55,452
Segment assets555,934
471,329
276,932
1,304,195
     
Thirty-Nine Weeks Ended October 28, 2017
External sales$1,244,542
$838,577
$—
$2,083,119
Intersegment sales—
59,768
—
59,768
Operating earnings (loss)79,137
53,511
(22,957)109,691
     
Thirty-Nine Weeks Ended October 29, 2016
External sales$1,222,535
$717,365
$—
$1,939,900
Intersegment sales—
66,386
—
66,386
Operating earnings (loss)81,067
57,539
(22,153)116,453
 Famous FootwearBrand Portfolio Eliminations and Other 
($ thousands)Total
Thirteen Weeks Ended May 4, 2019
Net sales$352,165
$341,050
$(15,461)$677,754
Intersegment sales (1)
—
15,461
—
15,461
Operating earnings (loss)10,813
12,929
(6,873)16,869
Segment assets998,606
1,355,842
138,622
2,493,070
     
Thirteen Weeks Ended May 5, 2018
Net sales$363,411
$283,497
$(14,766)$632,142
Intersegment sales (1)
—
14,766
—
14,766
Operating earnings (loss)21,857
11,627
(10,538)22,946
Segment assets555,448
745,460
201,158
1,502,066
     
(1) Included in net sales in the Brand Portfolio segment and eliminated in the Eliminations and Other category

The Eliminations and Other category includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments.segments, as well as the elimination of intersegment sales and profit.  

Following is a reconciliation of operating earnings to earnings before income taxes:
 Thirteen Weeks EndedThirty-nine Weeks Ended
($ thousands)October 28, 2017
October 29, 2016
October 28, 2017
October 29, 2016
Operating earnings$52,870
$55,452
$109,691
$116,453
Interest expense(4,141)(3,475)(13,822)(10,564)
Interest income95
350
592
907
Earnings before income taxes$48,824
$52,327
$96,461
$106,796

Note7
Inventories
The Company's net inventory balance was comprised of the following:
($ thousands)October 28, 2017
October 29, 2016
January 28, 2017
Raw materials$19,091
$942
$15,378
Work-in-process897
—
1,093
Finished goods578,377
523,881
569,293
Inventories, net$598,365
$524,823
$585,764
 Thirteen Weeks Ended
($ thousands)May 4, 2019
May 5, 2018
Operating earnings$16,869
$22,946
Interest expense, net(7,340)(3,683)
Other income, net2,619
3,091
Earnings before income taxes$12,148
$22,354



Note 8
Inventories

The Company's net inventory balance was comprised of the following:
($ thousands)May 4, 2019
May 5, 2018
February 2, 2019
Raw materials$18,618
$15,554
$19,128
Work-in-process478
708
745
Finished goods629,049
563,640
663,298
Inventories, net$648,145
$579,902
$683,171

Note9
Goodwill and Intangible Assets
 
Goodwill and intangible assets were as follows:
($ thousands)October 28, 2017
October 29, 2016
January 28, 2017
May 4, 2019
May 5, 2018
February 2, 2019
Intangible Assets 
 
 
 
 
 
Famous Footwear$2,800
$2,800
$2,800
$2,800
$2,800
$2,800
Brand Portfolio285,988
183,068
286,488
388,288
285,988
388,288
Other—
1,769
—
Total intangible assets288,788
185,868
289,288
391,088
290,557
391,088
Accumulated amortization(75,687)(71,681)(72,628)(86,987)(77,738)(83,722)
Total intangible assets, net213,101
114,187
216,660
304,101
212,819
307,366
Goodwill 
 
 
 
 
 
Brand Portfolio127,081
13,954
127,098
244,407
127,081
242,531
Total goodwill127,081
13,954
127,098
244,407
127,081
242,531
Goodwill and intangible assets, net$340,182
$128,141
$343,758
$548,508
$339,900
$549,897

As further described in Note 3 to the condensed consolidated financial statements, the Company acquired Allen EdmondsVionic on December 13, 2016.October 18, 2018. The allocation of the purchase price resulted in incremental intangible assets of $102.9$144.7 million, consisting of trademarks and customer relationships of $97.5$112.4 million and $5.4$32.3 million, respectively, and incremental goodwill of $113.1$150.4 million. In addition, the Company acquired Blowfish Malibu on July 6, 2018. The allocation of the purchase price resulted in incremental intangible assets of $17.6 million, consisting of trademarks and customer relationships of $11.1 million and $6.5 million, respectively, and incremental goodwill of $5.0 million.



The Company's intangible assets as of October 28, 2017, October 29, 2016May 4, 2019, May 5, 2018 and January 28, 2017February 2, 2019 were as follows:
($ thousands) October 28, 2017 May 4, 2019
 Estimated Useful Lives Original Cost
 Accumulated Amortization
 Net Carrying Value
 Estimated Useful Lives Cost Basis
 Accumulated Amortization
 Net Carrying Value
Trademarks 15-40 years $165,288
 $75,372
 $89,916
 15-40 years $288,788
 $84,427
 $204,361
Trademarks Indefinite 118,100
(1) 
—
 118,100
 Indefinite 58,100
 —
 58,100
Customer relationships 15 years 5,400
(1) 
315
 5,085
 15-16 years 44,200
 2,560
 41,640
 $288,788
 $75,687
 $213,101
 $391,088
 $86,987
 $304,101

 October 29, 2016 May 5, 2018
 Estimated Useful Lives Original Cost
 Accumulated Amortization
 Net Carrying Value
 Estimated Useful Lives Cost Basis
 Accumulated Amortization
 Net Carrying Value
Trademarks 15-40 years $165,068
 $71,681
 $93,387
 15-40 years $165,288
 $77,219
 $88,069
Trademarks Indefinite 20,800
 —
 20,800
 Indefinite 118,100
 —
 118,100
Customer relationships 15 years 5,400
 495
 4,905
Software licenses 5 years 1,769
 24
 1,745
 $185,868
 $71,681
 $114,187
 $290,557
 $77,738
 $212,819
 January 28, 2017 February 2, 2019
 Estimated Useful Lives Original Cost
 Accumulated Amortization
 Net Carrying Value
 Estimated Useful Lives Cost Basis
 Accumulated Amortization
 Impairment
 Net Carrying Value
Trademarks 15-40 years $165,288
 $72,604
 $92,684
 15-40 years $288,788
 $81,961
 $—
 $206,827
Trademarks Indefinite 117,900
(1) 
—
 117,900
 Indefinite 118,100
 —
 60,000
 58,100
Customer relationships 15 years 6,100
(1) 
24
 6,076
 15-16 years 44,200
 1,761
 —
 42,439
 $289,288
 $72,628
 $216,660
 $451,088
 $83,722
 $60,000
 $307,366
(1) The Allen Edmonds trademark and customer relationships intangible assets were acquired in the Allen Edmonds acquisition, as further discussed in Note 3 to the condensed consolidated financial statements. Immaterial adjustments attributable to the purchase price allocation were recorded during the thirty-nine weeks ended October 28, 2017, resulting in an adjustment to the original cost.

Amortization expense related to intangible assets was $1.0$3.3 million and $0.9$1.0 million for the thirteen weeks ended October 28, 2017May 4, 2019 and May 5, 2018, respectively. The Company estimates that amortization expense related to intangible assets will be approximately $13.1 million in 2019, $12.8 million in 2020, $12.7 million in 2021, $12.5 million in 2022 and $12.2 million in 2023.

As a result of its annual goodwill impairment testing in the fourth quarter of 2018, the Company determined that the carrying value of the Allen Edmonds reporting unit exceeded its fair value and recorded $38.0 million in impairment charges. The Company recorded no goodwill impairment charges in the thirteen weeks ended May 4, 2019 or May 5, 2018.

Indefinite-lived intangible assets are tested for impairment as of the first day of the fourth quarter of each fiscal year unless events or circumstances indicate an interim test is required. The indefinite-lived intangible asset impairment review in the fourth quarter of 2018 resulted in $60.0 million in impairment charges associated with the Allen Edmonds trademark. The Company recorded no impairment charges in the thirteen weeks ended May 4, 2019 or May 5, 2018.

Note 10Leases
The Company leases all of its retail locations, a manufacturing facility, and certain office locations, distribution centers and equipment. At contract inception, leases are evaluated and classified as either operating or finance leases.  Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company's leases that are classified as operating leases have lease terms and renewal options as follows:


Lease TermRenewal Options
Retail stores5-10 yearsApproximately 45% have options of varying periods
Manufacturing facility8 yearsNone
Office facilities and distribution centers10-15 years5-20 years
Equipment1 - 6 yearsNone

As further discussed in Note 2 to the condensed consolidated financial statements, during the first quarter of 2019, the Company adopted ASC 842 using the modified retrospective transition method. Prior period financial information in the condensed consolidated financial statements has not been adjusted and is presented in compliance with ASC 840. The Company elected the package of practical expedients and the expedient to account for lease and non-lease components as a single component for the entire population of operating lease assets. The Company did not elect the hindsight practical expedient to reevaluate the lease term of existing contracts.

Lease right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The majority of the Company’s leases do not provide an implicit rate and therefore, the Company uses an incremental borrowing rate based on information available at the commencement date to determine the present value of future payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred.

The following is a summary of lease assets and liabilities on the condensed consolidated balance sheet at May 4, 2019:
($ thousands) May 4, 2019
Lease Classification  
Lease right-of-use assets $735,282
Current lease obligations (136,005)
Noncurrent lease obligations (662,750)
Net balance sheet impact $(63,473)

The weighted-average lease term and discount rate as of May 4, 2019 were as follows:
May 4, 2019
Weighted-average remaining lease term (in years)7.1
Weighted-average discount rate4.1%

As of May 4, 2019, the Company has entered into lease commitments for seven retail locations for which the leases have not yet commenced. The Company anticipates that the leases for five retail locations will begin in the next two fiscal quarters. Upon commencement, right-of-use assets and lease liabilities of approximately $4.1 million will be recorded on the condensed consolidated balance sheets. Leases for two retail locations are expected to begin in the next fiscal year, resulting in right-of-use assets and lease liabilities of approximately $2.9 million.



The components of lease expense for the thirteen weeks ended May 4, 2019 were as follows:
  Thirteen Weeks Ended
($ thousands) May 4, 2019
Operating lease expense $46,461
Variable lease expense 12,184
Short-term lease expense 1,115
Sublease income (73)
Total lease expense $59,687

Future minimum rent payments under noncancelable leases with an initial term of one year or more at May 4, 2019 were as follows:

($ thousands)

Remainder of 2019$135,036
2020159,990
2021135,705
2022113,185
202394,496
202473,946
Thereafter168,164
Total minimum lease payments (1)
$880,522
Less imputed interest(81,767)
Present value of lease obligations$798,755

(1) Minimum lease payments have not been reduced by minimum sublease rental income of $0.5 million due in the future under noncancelable sublease agreements.
Supplemental cash flow information related to leases is as follows:
 Thirteen Weeks Ended
($ thousands)May 4, 2019
Cash paid for lease liabilities$46,511
Cash received from sublease income73

Note 11Long-term and Short-term Financing Arrangements
Credit Agreement
The Company maintains a revolving credit facility for working capital needs. On December 18, 2014, the Company and certain of its subsidiaries (the “Loan Parties”) entered into a Fourth Amended and Restated Credit Agreement ("the Former Credit Agreement"), which was further amended on July 20, 2015 to release all of the Company’s subsidiaries that were borrowers under or that guaranteed the Former Credit Agreement other than Sidney Rich Associates, Inc. and BG Retail, LLC. Allen Edmonds and Vionic were joined to the Agreement as guarantors on December 13, 2016 and October 29, 2016, respectively,31, 2018, respectively. After giving effect to the joinders, the Company is the lead borrower, and $3.1Sidney Rich Associates, Inc., BG Retail, LLC, Allen Edmonds and Vionic are each co-borrowers and guarantors under the Former Credit Agreement. On January 18, 2019, the Loan Parties entered into a Third Amendment to Fourth Amended and Restated Credit Agreement (as so amended, the "Credit Agreement") to extend the maturity date to January 18, 2024 and change the borrowing capacity under the Former Credit Agreement from an aggregate amount of up to $600.0 million to an aggregate amount of up to $500.0 million, with the option to increase by up to $250.0 million. The Credit Amendment also reduces upfront and unused borrowing fees, provides for less restrictive covenants and offers more flexibility.

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.

The Credit Agreement limits the Company’s ability to create, incur, assume or permit to exist additional indebtedness and liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets.  In addition, certain additional covenants would be triggered if excess availability were to fall below specified levels, including fixed charge coverage ratio requirements.  Furthermore, if excess availability falls below the greater of 10.0% of the lesser of the Loan Cap and $40.0 million for three consecutive business days or an event of default occurs, the collateral agent may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days, provided that a cash dominion event shall be deemed continuing (even if an event of default is no longer continuing and/or excess availability exceeds the required amount for 30 consecutive business days) after a cash dominion event has occurred and been discontinued on two occasions in any 12-month period.

The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to similar obligations, certain events of bankruptcy and insolvency, judgment defaults and the failure of any guaranty or security document supporting the agreement to be in full force and effect.  In addition, if the excess availability falls below the greater of (i) 10.0% of the lesser of the Loan Cap and (ii) $40.0 million, and $2.8the fixed charge coverage ratio is less than 1.0 to 1.0, the Company would be in default under the Credit Agreement. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of May 4, 2019.

At May 4, 2019, the Company had $318.0 million forborrowings outstanding and $10.5 million in letters of credit outstanding under the thirty-nine weeks ended October 28, 2017Credit Agreement. Total additional borrowing availability was $171.5 million at May 4, 2019.

$200 Million Senior Notes
On July 27, 2015, the Company issued $200.0 million aggregate principal amount of 6.25% Senior Notes due 2023 (the "Senior Notes"). The Senior Notes are guaranteed on a senior unsecured basis by each of the Company's subsidiaries that is a borrower or guarantor under the Credit Agreement. Interest on the Senior Notes is payable on February 15 and October 29, 2016, respectively.August 15 of each year. The Senior Notes will mature on August 15, 2023.  The Company may redeem all or a part of the Senior Notes at the redemption prices (expressed as a percentage of principal amount) set forth below plus accrued and unpaid interest, and Additional Interest (as defined in the Senior Notes indenture), if redeemed during the 12-month period beginning on August 15 of the years indicated below:
  
  
YearPercentage
2019103.125%
2020101.563%
2021 and thereafter100.000%

If the Company experiences specific kinds of changes of control, it would be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the date of repurchase.

The Senior Notes also contain certain other 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 May 4, 2019, the Company was in compliance with all covenants and restrictions relating to the Senior Notes.



Note 912
Shareholders’ Equity
 
The following tables set forth the changes in Caleres, Inc. shareholders’ equity and noncontrolling interests for the thirty-nine weeks ended October 28, 2017 and October 29, 2016:

($ thousands)Caleres, Inc. Shareholders’ Equity
Noncontrolling Interests
Total Equity
Equity at January 28, 2017$613,117
$1,369
$614,486
Net earnings66,884
47
66,931
Other comprehensive income2,312
26
2,338
Dividends paid(9,033)—
(9,033)
Acquisition of treasury stock(5,993)—
(5,993)
Issuance of common stock under share-based plans, net(2,477)—
(2,477)
Cumulative-effect adjustment from adoption of ASU 2016-09441
—
441
Share-based compensation expense8,394
—
8,394
Equity at October 28, 2017$673,645
$1,442
$675,087
($ thousands)Caleres, Inc. Shareholders’ Equity
Noncontrolling Interests
Total Equity
Equity at January 30, 2016$601,484
$988
$602,472
Net earnings72,280
2
72,282
Other comprehensive income (loss)(446)(37)(483)
Dividends paid(9,094)—
(9,094)
Acquisition of treasury stock(23,139)—
(23,139)
Issuance of common stock under share-based plans, net(4,205)—
(4,205)
Excess tax benefit related to share-based plans3,264
—
3,264
Share-based compensation expense5,966
—
5,966
Equity at October 29, 2016$646,110
$953
$647,063



Accumulated Other Comprehensive Loss
The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended October 28, 2017May 4, 2019 and October 29, 2016:May 5, 2018:
($ thousands)Foreign Currency Translation
Pension and Other Postretirement Transactions (1)

Derivative Financial Instrument Transactions (2)

Accumulated Other Comprehensive (Loss) Income
Foreign Currency Translation
Pension and Other Postretirement Transactions (1)

Derivative Financial Instrument Transactions (2)

Accumulated Other Comprehensive (Loss) Income
Balance July 29, 2017$1,472
$(29,357)$(166)$(28,051)
Balance at February 2, 2019$62
$(31,055)$(608)$(31,601)
Other comprehensive (loss) income before reclassifications(633)—
258
(375)(970)—
169
(801)
Reclassifications: 

Amounts reclassified from accumulated other comprehensive loss—
533
171
704
Tax benefit—
(138)(37)(175)
Net reclassifications—
395
134
529
Other comprehensive (loss) income(970)395
303
(272)
Balance at May 4, 2019$(908)$(30,660)$(305)$(31,873)
 
Balance at February 3, 2018$1,235
$(17,172)$767
$(15,170)
Other comprehensive loss before reclassifications(808)—
(408)(1,216)
Reclassifications: 

 
Amounts reclassified from accumulated other comprehensive loss—
615
(118)497
—
585
(145)440
Tax (benefit) provision—
(236)43
(193)—
(151)32
(119)
Net reclassifications—
379
(75)304
—
434
(113)321
Other comprehensive (loss) income(633)379
183
(71)(808)434
(521)(895)
Balance October 28, 2017$839
$(28,978)$17
$(28,122)
Balance at May 5, 2018$427
$(16,738)$246
$(16,065)
  
Balance July 30, 2016$606
$(5,932)$(49)$(5,375)
Other comprehensive loss before reclassifications(545)—
(150)(695)
Reclassifications: 
Amounts reclassified from accumulated other comprehensive loss—
(478)79
(399)
Tax provision (benefit)—
189
(30)159
Net reclassifications—
(289)49
(240)
Other comprehensive loss(545)(289)(101)(935)
Balance October 29, 2016$61
$(6,221)$(150)$(6,310)
  
Balance January 28, 2017$192
$(30,084)$(542)(30,434)
Other comprehensive income before reclassifications647
—
716
1,363
Reclassifications: 

Amounts reclassified from accumulated other comprehensive loss—
1,794
(235)1,559
Tax (benefit) provision—
(688)78
(610)
Net reclassifications—
1,106
(157)949
Other comprehensive income647
1,106
559
2,312
Balance October 28, 2017$839
$(28,978)$17
$(28,122)
 

Balance January 30, 2016$(900)$(5,356)$392
$(5,864)
Other comprehensive income (loss) before reclassifications961
—
(789)172
Reclassifications: 

Amounts reclassified from accumulated other comprehensive loss—
(1,432)392
(1,040)
Tax provision (benefit)—
567
(145)422
Net reclassifications—
(865)247
(618)
Other comprehensive income (loss)961
(865)(542)(446)
Balance October 29, 2016$61
$(6,221)$(150)$(6,310)
(1)Amounts reclassified are included in selling and administrative expenses. Seeother income, net. Refer to Note 1114 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. See Notes 12expense, net. Refer to Note 15 and 13Note 16 to the condensed consolidated financial statements for additional information related to derivative financial instruments.



Note 1013Share-Based Compensation
 
The Company recognized share-based compensation expense of $2.6$3.3 million and $1.6$3.6 million during the thirteen weeks ended May 4, 2019 and $8.4 million and $6.0 million during the thirty-nine weeks ended October 28, 2017 and October 29, 2016,May 5, 2018, respectively. In addition to share-based compensation expense, the Company recognized cash-based expense related to performance share units and cash awards granted under the performance share plans of zero and $0.4 million during the thirteen weeks and $0.1 million and $1.9 million during the thirty-nine weeks ended October 28, 2017 and October 29, 2016, respectively.
The Company had net issuances (repurchases) of 9,832issued 347,283 and (22,233)256,005 shares of common stock during the thirteen weeks ended October 28, 2017May 4, 2019 and October 29, 2016,May 5, 2018, respectively, 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 minimum tax withholding requirement. During the thirty-nine weeks ended October 28, 2017 and October 29, 2016, the Company issued 251,718 and 158,592 shares of common stock, respectively, related to these share-based plans.



Restricted Stock 
The following table summarizes restricted stock activity for the periods ended October 28, 2017May 4, 2019 and October 29, 2016:May 5, 2018:
Thirteen Weeks Ended Thirteen Weeks EndedThirteen Weeks Ended Thirteen Weeks Ended
October 28, 2017 October 29, 2016May 4, 2019 May 5, 2018
  Weighted- Average Grant Date Fair Value   Weighted- Average Grant Date Fair Value  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 
 Weighted- Average Grant Date Fair Value  Weighted- Average Grant Date Fair Value 
July 29, 20171,194,326
 $28.03
1,139,299
 $25.42
February 2, 20191,249,223
 $29.17
1,174,801
 $27.92
Granted25,000
 27.13
 Granted6,500
 25.18
397,550
 23.42
 Granted294,691
 31.77
Forfeited(19,050) 31.86
 Forfeited(29,500) 24.87
(21,425) 29.51
 Forfeited(16,550) 27.47
Vested(800) 22.90
 Vested—
 —
(204,920) 30.06
 Vested(208,610) 28.15
October 28, 20171,199,476
 $27.95
 October 29, 20161,116,299
 $25.43
        
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
October 28, 2017 October 29, 2016
  Weighted- Average Grant Date Fair Value   Weighted- Average Grant Date Fair Value
Total Number of Restricted Shares Total Number of Restricted Shares 
 Weighted- Average Grant Date Fair Value 
January 28, 20171,128,049
 $25.85
1,262,449
 $19.55
Granted381,312
 26.92
357,100
 26.54
Forfeited(49,050) 29.35
 Forfeited(78,000) 23.67
Vested(260,835) 17.09
 Vested(425,250) 9.22
October 28, 20171,199,476
 $27.95
 October 29, 20161,116,299
 $25.43
May 4, 20191,420,428
 $27.43
 May 5, 20181,244,332
 $28.80

All of the397,550 restricted shares granted during the thirteen weeks ended October 28, 2017May 4, 2019, have a cliff-vestinggraded-vesting term of fourthree years. Of the 381,312294,691 restricted shares granted during the thirty-ninethirteen weeks ended October 28, 2017, 4,492 shares have a cliff-vesting term of one year, 12,000May 5, 2018, 285,191 shares have a graded-vesting term of fourthree years and 364,8209,500 shares have a cliff-vesting term of four years. All of the restricted shares granted during the thirteen and thirty-nine weeks ended October 29, 2016 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 respective vesting periodsperiod and expense for graded-vesting grants is recognized ratably over the respective vesting period.periods.

Performance Share Awards
During the thirteen weeks ended October 28, 2017May 4, 2019 and October 29, 2016, the Company granted no performance share awards. During the thirty-nine weeks ended October 28, 2017 and October 29, 2016,May 5, 2018, the Company granted performance share awards for a targeted 169,500180,000 and 159,000155,000 shares, respectively, with a weighted-average grant date fair value of $26.90$23.42 and $26.64,$31.84, 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. Refer to Note 13 to the condensed consolidated financial statements for further discussion regarding performance share units.

Stock Options
The following table summarizes stock option activity for the periods ended October 28, 2017May 4, 2019 and October 29, 2016:May 5, 2018:
Thirteen Weeks Ended Thirteen Weeks EndedThirteen Weeks Ended Thirteen Weeks Ended
October 28, 2017 October 29, 2016May 4, 2019 May 5, 2018
  Weighted- Average Grant Date Fair Value   Weighted- Average Grant Date Fair Value  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 
 Weighted- Average Grant Date Fair Value  Weighted- Average Grant Date Fair Value 
July 29, 201792,042
 $6.42
222,790
 $8.98
February 2, 201942,667
 $8.64
81,042
 $6.28
Granted—
 —
 Granted—
 —
—
 —
 Granted—
 —
Exercised(6,000) 6.41
 Exercised—
 —
—
 —
 Exercised(16,500) 4.02
Forfeited—
 —
 Forfeited(2,250) 15.94
—
 —
 Forfeited—
 —
Expired(1,000) 8.33
 Expired(15,000) 9.82
—
 —
 Expired(2,500) 5.71
October 28, 201785,042
 $6.39
 October 29, 2016205,540
 $8.85
       
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
October 28, 2017 October 29, 2016
  Weighted- Average Grant Date Fair Value   Weighted- Average Grant Date Fair Value
Total Number of Stock Options Total Number of Stock Options 
 Weighted- Average Grant Date Fair Value 
January 28, 2017150,540
 $9.36
301,295
 $8.95
Granted—
 —
—
 —
Exercised(17,250) 5.97
 Exercised(56,381) 7.41
Forfeited—
 —
 Forfeited(9,749) 15.94
Expired(48,248) 15.79
 Expired(29,625) 10.27
October 28, 201785,042
 $6.39
 October 29, 2016205,540
 $8.85
May 4, 201942,667
 $8.64
 May 5, 201862,042
 $6.90



Restricted Stock Units for Non-Employee Directors
Equity-based grants may be made to non-employee directors in the form of cash-equivalent 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 related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs. The RSUs payable in cash are remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value when the dividend equivalents are granted. The Company granted 8381,114 and 1,086781 RSUs to non-employee directors for dividend equivalents during the thirteen weeks ended October 28, 2017May 4, 2019 and October 29, 2016,May 5, 2018, respectively, with weighted-average grant date fair values of $30.68$25.08 and $24.98, respectively. The Company granted 47,550 and 55,250 RSUs, including 2,630 and 3,050 RSUs for dividend equivalents, during the thirty-nine weeks ended October 28, 2017 and October 29, 2016, respectively, with weighted-average grant date fair values of $27.86 and $21.78,$33.10, respectively.



Note 1114
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 BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
Thirteen Weeks EndedThirteen Weeks Ended
($ thousands)October 28, 2017
October 29, 2016
October 28, 2017
October 29, 2016
May 4, 2019
May 5, 2018
May 4, 2019
May 5, 2018
Service cost$2,426
$2,084
$—
$—
$1,854
$2,382
$—
$—
Interest cost3,736
3,835
17
15
3,725
3,541
15
15
Expected return on assets(6,896)(7,237)—
—
(6,892)(7,232)—
—
Amortization of: 
 
 
 
 
 
 
 
Actuarial loss (gain)1,090
38
(36)(55)928
1,013
(30)(30)
Prior service income(439)(461)—
—
(365)(398)—
—
Curtailment cost36
—
—
—
Total net periodic benefit income$(47)$(1,741)$(19)$(40)$(750)$(694)$(15)$(15)
 
Pension BenefitsOther Postretirement Benefits
Thirty-nine Weeks Ended
($ thousands)October 28, 2017
October 29, 2016
October 28, 2017
October 29, 2016
Service cost$7,276
$6,251
$—
$—
Interest cost11,210
11,506
51
45
Expected return on assets(20,689)(21,712)—
—
Amortization of: 
Actuarial loss (gain)3,238
115
(109)(165)
Prior service income(1,335)(1,382)—
—
Settlement cost—
250
—
—
Curtailment cost36
—
—
—
Total net periodic benefit income$(264)$(4,972)$(58)$(120)

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 1215Risk 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 November 2018.May 2020. 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.

Hedge ineffectiveness is evaluated using the hypothetical derivative method. The amount of hedge ineffectiveness for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016 was not material. 
 
As of October 28, 2017, October 29, 2016May 4, 2019, May 5, 2018 and January 28, 2017,February 2, 2019, the Company had forward contracts maturing at various dates through November 2018, October 2017May 2020, May 2019 and February 2018,January 2020, 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)October 28, 2017
October 29, 2016
January 28, 2017
May 4, 2019
May 5, 2018
February 2, 2019
Financial Instruments  
Euro$12,134
$17,180
$13,383
U.S. dollars (purchased by the Company’s Canadian division with Canadian dollars)$18,242
$17,229
$18,826
13,230
14,828
15,196
Euro18,815
10,854
13,297
Chinese yuan12,613
13,038
7,723
2,858
12,520
4,507
New Taiwanese dollars580
538
526
469
514
461
United Arab Emirates dirham
—
1,143
823
Japanese yen—
1,145
769
Other currencies—
206
124
376
422
382
Total financial instruments$50,250
$44,153
$42,088
$29,067
$45,464
$33,929
 
The classification and fair values of derivative instruments designated as hedging instruments included within the condensed consolidated balance sheets as of October 28, 2017, October 29, 2016May 4, 2019, May 5, 2018 and January 28, 2017February 2, 2019 are as follows:

 Asset Derivatives Liability Derivatives
($ thousands)Balance Sheet LocationFair Value
 Balance Sheet LocationFair Value
Foreign Exchange Forward Contracts 
   
October 28, 2017Prepaid expenses and other current assets$760
 Other accrued expenses$564
October 29, 2016Prepaid expenses and other current assets362
 Other accrued expenses570
January 28, 2017Prepaid expenses and other current assets234
 Other accrued expenses874
 Asset Derivatives Liability Derivatives
($ thousands)Balance Sheet LocationFair Value
 Balance Sheet LocationFair Value
Foreign Exchange Forward Contracts 
   
May 4, 2019Prepaid expenses and other current assets$183
 Other accrued expenses$459
May 5, 2018Prepaid expenses and other current assets591
 Other accrued expenses392
February 2, 2019Prepaid expenses and other current assets159
 Other accrued expenses745
 


For the periodsthirteen weeks ended October 28, 2017May 4, 2019 and October 29, 2016,May 5, 2018, the effect of derivative instruments in cash flow hedging relationships on the condensed consolidated statements of earnings was as follows:

 Thirteen Weeks EndedThirteen Weeks Ended
($ thousands)October 28, 2017October 29, 2016
Foreign Exchange Forward Contracts:
Income Statement Classification (Losses) Gains - Realized
 (Loss) Gain Recognized in OCL on Derivatives
Gain Reclassified from Accumulated OCL into Earnings
Gain (Loss) Recognized in OCL on Derivatives
Loss Reclassified from Accumulated OCL into Earnings
     
Net sales$(4)$6
$16
$(55)
Cost of goods sold(42)3
(181)(8)
Selling and administrative expenses364
109
(97)(15)
Interest expense6
—
5
(1)
Thirty-Nine Weeks EndedThirteen Weeks Ended
($ thousands)October 28, 2017October 29, 2016May 4, 2019May 5, 2018
Foreign Exchange Forward Contracts:
Income Statement Classification (Losses) Gains - Realized
(Loss) Gain Recognized in OCL on Derivatives
Gain (Loss) Reclassified from Accumulated OCL into Earnings
Loss Recognized in OCL on Derivatives
(Loss) Gain Reclassified from Accumulated OCL into Earnings
 (Loss) Gain Recognized in OCL on Derivatives
 Loss Reclassified from Accumulated OCL into Earnings
Loss
Recognized in OCL on Derivatives

(Loss) Gain Reclassified from Accumulated OCL into Earnings
  
Net sales$(44)$30
$(173)$(127)$(99)$—
$(25)$—
Cost of goods sold695
164
(766)109
289
(22)(402)(92)
Selling and administrative expenses480
42
(121)(373)35
(149)(72)237
Interest expense(4)(1)(19)(1)
Interest expense, net—
—
—
—

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 1316 to the condensed consolidated financial statements. 
 
Note 1316Fair 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 as well aspossible. 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). 
 
Non-Qualified 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 as trading securities 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 bewere previously granted at no cost to non-employee directors. TheThese cash-equivalent 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 cash-equivalent 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).  Additional information related to RSUs for non-employee directors is disclosed in Note 1013 to the condensed consolidated financial statements.


Performance Share Units
Under the Company’s incentive compensation plans, common stock or cash may be awarded at the end of the performance period at no cost to certain officers and key employees if certain financial goals are met. Under the plan, employees are granted performance share awards at a target number of shares or units, which generally vest over a three-year service period. 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 specified financial goals for the service period. The fair value of each performance share unit is based on an unadjusted quoted market price of the Company’s common stock in an active market with sufficient volume and frequency on each measurement date (Level 1).  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. Additional information related to the Company's performance share awards is disclosed in Note 10 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 1215 to the condensed consolidated financial statements. 

Secured Convertible NoteMandatory Purchase Obligation
The Companyreceived recorded a secured convertible note as partial consideration formandatory purchase obligation of the 2014 dispositionnoncontrolling interest in conjunction with the acquisition of Shoes.com, and the convertible note was measured atBlowfish Malibu in July of 2018. The fair value using unobservable inputsof 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 fourth quarterthirteen weeks ended May 4, 2019, accretion of 2016,$0.1 million was recorded. The earnings projections and discount rate utilized in the convertible note was fully impaired.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 October 28, 2017, October 29, 2016May 4, 2019, May 5, 2018 and January 28, 2017.February 2, 2019. The Company did not have any transfers between Level 1, Level 2 or Level 3 during the thirty-ninethirteen weeks ended October 28, 2017May 4, 2019 or October 29, 2016.May 5, 2018.   
  
 Fair Value Measurements
($ thousands)Total
 Level 1
Level 2
Level 3
Asset (Liability) 
  
 
 
May 4, 2019:     
Cash equivalents – money market funds$4,500
 $4,500
$—
$—
Non-qualified deferred compensation plan assets7,865
 7,865
—
—
Non-qualified deferred compensation plan liabilities(7,865) (7,865)—
—
Deferred compensation plan liabilities for non-employee directors(2,173) (2,173)—
—
Restricted stock units for non-employee directors(4,013) (4,013)—
—
Derivative financial instruments, net(276) —
(276)—
Mandatory purchase obligation - Blowfish Malibu(9,353) —
—
(9,353)
May 5, 2018:     
Cash equivalents – money market funds$76,335
 $76,335
$—
$—
Non-qualified deferred compensation plan assets6,898
 6,898
—
—
Non-qualified deferred compensation plan liabilities(6,898) (6,898)—
—
Deferred compensation plan liabilities for non-employee directors(2,563) (2,563)—
—
Restricted stock units for non-employee directors(5,011) (5,011)—
—
Derivative financial instruments, net199
 —
199
—
February 2, 2019:     
Cash equivalents – money market funds$4,582
 $4,582
$—
$—
Non-qualified deferred compensation plan assets7,270
 7,270
—
—
Non-qualified deferred compensation plan liabilities(7,270) (7,270)—
—
Deferred compensation plan liabilities for non-employee directors(2,364) (2,364)—
—
Restricted stock units for non-employee directors(4,419) (4,419)—
—
Derivative financial instruments, net(586) —
(586)—
Mandatory purchase obligation - Blowfish Malibu(9,245) —
—
(9,245)
 


  
 Fair Value Measurements
($ thousands)Total
 Level 1
Level 2
Level 3
Asset (Liability) 
  
 
 
October 28, 2017:     
Cash equivalents – money market funds$14,967
 $14,967
$—
$—
Non-qualified deferred compensation plan assets6,000
 6,000
—
—
Non-qualified deferred compensation plan liabilities(6,000) (6,000)—
—
Deferred compensation plan liabilities for non-employee directors(2,350) (2,350)—
—
Restricted stock units for non-employee directors(10,118) (10,118)—
—
Derivative financial instruments, net196
 —
196
—
October 29, 2016:     
Cash equivalents – money market funds$152,700
 $152,700
$—
$—
Non-qualified deferred compensation plan assets4,747
 4,747
—
—
Non-qualified deferred compensation plan liabilities(4,747) (4,747)—
—
Deferred compensation plan liabilities for non-employee directors(1,596) (1,596)—
—
Restricted stock units for non-employee directors(8,726) (8,726)—
—
Performance share units(2,446) (2,446)—
—
Derivative financial instruments, net(208) —
(208)—
Secured convertible note7,227
 —
—
7,227
January 28, 2017:     
Cash equivalents – money market funds$27,530
 $27,530
$—
$—
Non-qualified deferred compensation plan assets5,051
 5,051
—
—
Non-qualified deferred compensation plan liabilities(5,051) (5,051)—
—
Deferred compensation plan liabilities for non-employee directors(1,909) (1,909)—
—
Restricted stock units for non-employee directors(9,390) (9,390)—
—
Performance share units(3,352) (3,352)—
—
Derivative financial instruments, net(640) —
(640)—
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 expected 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 $115.8$685.0 million and $100.4$105.4 million at October 28, 2017May 4, 2019 and October 29, 2016,May 5, 2018, 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 and operating lease right-of-use assets, which were included in selling and administrative expenses for the respective periods.

Thirteen Weeks EndedThirty-Nine Weeks EndedThirteen Weeks Ended
($ thousands)October 28, 2017
October 29, 2016
October 28, 2017
October 29, 2016
May 4, 2019
May 5, 2018
Impairment Charges  
Famous Footwear$150
$128
$450
$262
$400
$150
Brand Portfolio726
248
2,545
651
794
318
Total impairment charges$876
$376
$2,995
$913
$1,194
$468

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:
October 28, 2017 October 29, 2016 January 28, 2017May 4, 2019 May 5, 2018 February 2, 2019
Carrying
 Fair
 Carrying
 Fair
 Carrying
 Fair
Carrying
 Fair
 Carrying
 Fair
 Carrying
 Fair
($ thousands)Value
 Value
 Value
 Value
 Value
 Value
Value
 Value
 Value
 Value
 Value
 Value
Borrowings under revolving credit agreement$20,000
 $20,000
 $—
 $—
 $110,000
 $110,000
$318,000
 $318,000
 $—
 $—
 $335,000
 $335,000
Long-term debt197,348
 209,000
 196,888
 209,000
 197,003
 209,000
198,046
 208,000
 197,587
 209,500
 197,932
 205,500
Total debt$217,348

$229,000

$196,888

$209,000

$307,003

$319,000
$516,046

$526,000

$197,587

$209,500

$532,932

$540,500
 
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 1417Income Taxes

The Company’s effective tax rate can vary considerably from period to period, depending on a number of factors.  The Company’s consolidated effective tax rates were 29.6%25.2% and 33.6%23.1% for the thirteen weeks ended October 28, 2017May 4, 2019 and October 29, 2016,May 5, 2018, respectively. DuringThe Company's effective tax rate was impacted by a discrete tax provision of $0.1 million in the thirteen weeks ended October 28, 2017, the Company recognizedMay 4, 2019 related to share-based compensation, compared to discrete tax benefits of $0.9$0.5 million reflecting greater deductibility of certain 2016 expenses than originally estimated. Duringin the thirteen weeks ended October 29, 2016, the Company recognized a discrete tax benefit of $0.3 million, reflecting the settlement of a federal tax audit issue.May 5, 2018. If these discrete tax benefitstaxes had not been recognized during the thirteen weeks ended October 28, 2017May 4, 2019 and October 29, 2016,May 5, 2018, the Company's effective tax ratesrate would have been 31.5%24.3% and 34.1%25.4%, respectively. Excluding

As of May 4, 2019, no deferred taxes have been provided on the discreteaccumulated unremitted earnings of the Company’s foreign subsidiaries that are not subject to United States income tax, items,beyond the Company's tax rate is loweramounts recorded for the thirteen weeks ended October 28, 2017, reflecting a higher mixone-time transition tax for the mandatory deemed repatriation of internationalcumulative foreign earnings, as required by the Tax Cuts and Jobs Act. The Company periodically evaluates its foreign investment opportunities and plans, as well as its foreign working capital needs, to determine the level of investment required and, accordingly, determines the level of foreign earnings that is considered indefinitely reinvested. Based upon that evaluation, earnings of the Company’s foreign subsidiaries that are not otherwise subject to United States taxation are considered to be indefinitely reinvested, and accordingly, deferred taxes have not been provided. If changes occur in the Company's lowest tax rate jurisdictions.future investment opportunities and plans, those changes will be reflected when known and may result in providing residual United States

For
deferred taxes on unremitted foreign earnings. Due to the thirty-nine weeks ended October 28, 2017 and October 29, 2016, the Company's consolidated effective tax rates were 30.6% and 32.3%, respectively. Discrete tax benefits of $2.0 million were recognized during the thirty-nine weeks ended October 28, 2017, including a discrete tax benefit of $1.2 million related to share-based compensation as a resultcomplexity of the adoptionhypothetical calculation, it is not practicable to estimate the amount of ASU 2016-09 during the first quarter of 2017, which requires prospective recognition of excessdeferred tax benefits and deficiencies in the statement ofliability associated with these unremitted foreign earnings. Discrete tax benefits of $1.1 million were recognized during the thirty-nine weeks ended October 29, 2016, reflecting the settlement of a federal tax audit issue. If these discrete tax benefits had not been recognized during the thirty-nine weeks ended October 28, 2017 and October 29, 2016, the Company's effective tax rates would have been 32.7% and 33.4%, respectively. Excluding the discrete tax items, the Company's tax rate is lower for the thirty-nine weeks ended October 28, 2017, reflecting a higher mix of international earnings in the Company's lowest tax rate jurisdictions.

Note 15Related Party Transactions
C. banner International Holdings Limited
The Company has a joint venture agreement with a subsidiary of C. banner International Holdings Limited (“CBI”) to market Naturalizer footwear in China. The Company is a 51% owner of the joint venture (“B&H Footwear”), with CBI owning the other 49%. The license enabling the joint venture to market the footwear expired in August 2017 and the parties are in the process of dissolving their joint venture arrangements. B&H Footwear sold Naturalizer footwear to a retail affiliate of CBI on a wholesale basis, which in turn sold the Naturalizer products through department store shops and free-standing stores in China.  The Company, through its consolidated subsidiary, B&H Footwear, sold Naturalizer footwear on a wholesale basis to CBI totaling $1.3 million and $5.1 million for the thirteen and thirty-nine weeks ended October 29, 2016, respectively, with no corresponding sales during 2017.



Note 1618Commitments 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 May 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. In 2014, the Company submitted a proposed expanded remedy work plan that was accepted by the oversight authorities during 2015. The Company continues to implement the expanded remedy work plan.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 October 28, 2017May 4, 2019 were $29.7$30.6 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 October 28, 2017May 4, 2019 is $9.6$9.7 million, of which $8.7$9.0 million is recorded within other liabilities and $0.9$0.7 million is recorded within other accrued expenses. Of the total $9.6$9.7 million reserve, $5.1 million is for off-site remediation and $4.6 million is for on-site remediation and $5.0 million is for off-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 $14.1$14.0 million as of October 28, 2017.May 4, 2019. The Company expects to spend approximately $0.5 million in the next fiscal year, $0.1 million in each of the following four years $0.2 million in the fifth year and $13.5$13.1 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 estimated costsremediation plans in conjunction with its environmental consultants and records its best estimate of suchremediation 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 1719Financial 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 ourthe Company's 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 EdmondsOctober 31, 2018, Vionic 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 and Vionic 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
OCTOBER 28, 2017
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Assets 
 
 
 
 
Current assets 
 
 
 
 
Cash and cash equivalents$8,155
$7,947
$15,277
$—
$31,379
Receivables, net116,974
3,987
11,981
—
132,942
Inventories, net127,142
441,683
29,540
—
598,365
Prepaid expenses and other current assets20,642
17,872
7,263
(4,795)40,982
Intercompany receivable – current1,597
123
20,677
(22,397)—
Total current assets274,510
471,612
84,738
(27,192)803,668
Other assets50,565
16,877
874
—
68,316
Goodwill and intangible assets, net111,665
40,937
187,580
—
340,182
Property and equipment, net32,684
169,604
12,694
—
214,982
Investment in subsidiaries1,288,128
—
(23,180)(1,264,948)—
Intercompany receivable – noncurrent744,127
527,670
677,419
(1,949,216)—
Total assets$2,501,679
$1,226,700
$940,125
$(3,241,356)$1,427,148
      
Liabilities and Equity 
 
 
 
Current liabilities 
 
 
 
 
Borrowings under revolving credit agreement$20,000
$—
$—
$—
$20,000
Trade accounts payable65,604
139,219
19,009
—
223,832
Other accrued expenses64,525
95,817
17,940
(4,795)173,487
Intercompany payable – current12,833
—
9,564
(22,397)—
Total current liabilities162,962
235,036
46,513
(27,192)417,319
Other liabilities 
 
 
 
 
Long-term debt197,348
—
—
—
197,348
Other liabilities93,029
39,150
5,215
—
137,394
Intercompany payable – noncurrent1,374,695
121,683
452,838
(1,949,216)—
Total other liabilities1,665,072
160,833
458,053
(1,949,216)334,742
Equity 
 
 
 
 
Caleres, Inc. shareholders’ equity673,645
830,831
434,117
(1,264,948)673,645
Noncontrolling interests—
—
1,442
—
1,442
Total equity673,645
830,831
435,559
(1,264,948)675,087
Total liabilities and equity$2,501,679
$1,226,700
$940,125
$(3,241,356)$1,427,148



UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTEEN WEEKS ENDED OCTOBER 28, 2017
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net sales$226,019
$541,007
$47,765
$(40,135)$774,656
Cost of goods sold152,714
313,646
23,351
(31,940)457,771
Gross profit73,305
227,361
24,414
(8,195)316,885
Selling and administrative expenses59,335
197,481
15,394
(8,195)264,015
Operating earnings13,970
29,880
9,020
—
52,870
Interest expense(4,140)(1)—
—
(4,141)
Interest income47
—
48
—
95
Intercompany interest income (expense)1,981
(2,003)22
—
—
Earnings before income taxes11,858
27,876
9,090
—
48,824
Income tax provision(3,963)(9,479)(1,009)—
(14,451)
Equity in earnings (loss) of subsidiaries, net of tax26,492
—
(457)(26,035)—
Net earnings34,387
18,397
7,624
(26,035)34,373
Less: Net loss attributable to noncontrolling interests—
—
(14)—
(14)
Net earnings attributable to Caleres, Inc.$34,387
$18,397
$7,638
$(26,035)$34,387
      
Comprehensive income$34,305
$18,397
$7,457
$(25,857)$34,302
Less: Comprehensive loss attributable to noncontrolling interests—
—
(3)—
(3)
Comprehensive income attributable to Caleres, Inc.$34,305
$18,397
$7,460
$(25,857)$34,305

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 28, 2017
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net sales$614,764
$1,451,191
$148,985
$(131,821)$2,083,119
Cost of goods sold423,224
815,980
74,424
(105,763)1,207,865
Gross profit191,540
635,211
74,561
(26,058)875,254
Selling and administrative expenses172,122
570,272
45,254
(26,058)761,590
Restructuring and other special charges, net3,769
37
167
—
3,973
Operating earnings15,649
64,902
29,140
—
109,691
Interest expense(13,809)(13)—
—
(13,822)
Interest income220
—
372
—
592
Intercompany interest income (expense)6,085
(6,516)431
—
—
Earnings before income taxes8,145
58,373
29,943
—
96,461
Income tax provision(2,124)(21,407)(5,999)—
(29,530)
Equity in earnings (loss) of subsidiaries, net of tax60,863
—
(1,234)(59,629)—
Net earnings66,884
36,966
22,710
(59,629)66,931
Less: Net earnings attributable to noncontrolling interests—
—
47
—
47
Net earnings attributable to Caleres, Inc.$66,884
$36,966
$22,663
$(59,629)$66,884
      
Comprehensive income$69,170
$36,966
$23,212
$(60,105)$69,243
Less: Comprehensive income attributable to noncontrolling interests—
—
73
—
73
Comprehensive income attributable to Caleres, Inc.$69,170
$36,966
$23,139
$(60,105)$69,170


UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 28, 2017
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net cash (used for) provided by operating activities$(13,179)$97,443
$37,997
$—
$122,261
      
Investing activities 
 
 
 
 
Purchases of property and equipment(5,340)(25,377)(3,647)—
(34,364)
Capitalized software(4,079)(452)—
—
(4,531)
Intercompany investing(20,058)197,763
(177,705)—
—
Net cash (used for) provided by investing activities(29,477)171,934
(181,352)—
(38,895)
      
Financing activities 
 
 
 
 
Borrowings under revolving credit agreement450,000
—
—
—
450,000
Repayments under revolving credit agreement(540,000)—
—
—
(540,000)
Dividends paid(9,033)—
—
—
(9,033)
Acquisition of treasury stock(5,993)—
—
—
(5,993)
Issuance of common stock under share-based plans, net(2,477)—
—
—
(2,477)
Intercompany financing134,315
(270,459)136,144
—
—
Net cash provided by (used for) financing activities26,812
(270,459)136,144
—
(107,503)
Effect of exchange rate changes on cash and cash equivalents—
—
184
—
184
Decrease in cash and cash equivalents(15,844)(1,082)(7,027)—
(23,953)
Cash and cash equivalents at beginning of period23,999
9,029
22,304
—
55,332
Cash and cash equivalents at end of period$8,155
$7,947
$15,277
$—
$31,379



UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
OCTOBER 29, 2016
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Assets 
 
 
 
 
Current assets 
 
 
 
 
Cash and cash equivalents$50,463
$5,897
$117,075
$—
$173,435
Receivables, net123,345
856
15,274
—
139,475
Inventories, net114,180
387,688
22,955
—
524,823
Prepaid expenses and other current assets12,766
13,649
5,301
—
31,716
Intercompany receivable – current823
327
15,766
(16,916)—
Total current assets301,577
408,417
176,371
(16,916)869,449
Other assets92,895
14,106
7,850
—
114,851
Goodwill and intangible assets, net113,889
2,800
11,452
—
128,141
Property and equipment, net30,902
149,680
11,172
—
191,754
Investment in subsidiaries1,076,592
—
(21,068)(1,055,524)—
Intercompany receivable  –  noncurrent485,403
384,452
573,308
(1,443,163)—
Total assets$2,101,258
$959,455
$759,085
$(2,515,603)$1,304,195
      
Liabilities and Equity  
 
 
 
Current liabilities 
 
 
 
 
Trade accounts payable$70,501
$123,003
$18,584
$—
$212,088
Other accrued expenses48,614
75,797
17,475
—
141,886
Intercompany payable – current5,145
—
11,771
(16,916)—
Total current liabilities124,260
198,800
47,830
(16,916)353,974
Other liabilities 
 
 
 
 
Long-term debt196,888
—
—
—
196,888
Other liabilities34,463
68,146
3,661
—
106,270
Intercompany payable – noncurrent1,099,537
41,933
301,693
(1,443,163)—
Total other liabilities1,330,888
110,079
305,354
(1,443,163)303,158
Equity 
 
 
 
 
Caleres, Inc. shareholders’ equity646,110
650,576
404,948
(1,055,524)646,110
Noncontrolling interests—
—
953
—
953
Total equity646,110
650,576
405,901
(1,055,524)647,063
Total liabilities and equity$2,101,258
$959,455
$759,085
$(2,515,603)$1,304,195



UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTEEN WEEKS ENDED OCTOBER 29, 2016
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net sales$235,094
$487,558
$48,055
$(38,477)$732,230
Cost of goods sold162,629
281,926
25,669
(31,765)438,459
Gross profit72,465
205,632
22,386
(6,712)293,771
Selling and administrative expenses53,225
177,466
14,340
(6,712)238,319
Operating earnings19,240
28,166
8,046
—
55,452
Interest expense(3,472)(3)—
—
(3,475)
Interest income200
—
150
—
350
Intercompany interest income (expense)2,083
(2,107)24
—
—
Earnings before income taxes18,051
26,056
8,220
—
52,327
Income tax provision(6,193)(9,743)(1,665)—
(17,601)
Equity in earnings (loss) of subsidiaries, net of tax22,872
—
(499)(22,373)—
Net earnings34,730
16,313
6,056
(22,373)34,726
Less: Net loss attributable to noncontrolling interests—
—
(4)—
(4)
Net earnings attributable to Caleres, Inc.$34,730
$16,313
$6,060
$(22,373)$34,730
      
Comprehensive income$33,816
$16,313
$5,661
$(21,999)$33,791
Less: Comprehensive loss attributable to noncontrolling interests—
—
(25)—
(25)
Comprehensive income attributable to Caleres, Inc.$33,816
$16,313
$5,686
$(21,999)$33,816

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 29, 2016
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net sales$617,177
$1,279,080
$156,649
$(113,006)$1,939,900
Cost of goods sold434,833
707,584
87,688
(91,324)1,138,781
Gross profit182,344
571,496
68,961
(21,682)801,119
Selling and administrative expenses155,608
505,032
45,708
(21,682)684,666
Operating earnings26,736
66,464
23,253
—
116,453
Interest expense(10,561)(3)—
—
(10,564)
Interest income531
—
376
—
907
Intercompany interest income (expense)6,590
(6,685)95
—
—
Earnings before income taxes23,296
59,776
23,724
—
106,796
Income tax provision(7,369)(22,483)(4,662)—
(34,514)
Equity in earnings (loss) of subsidiaries, net of tax56,353
—
(1,545)(54,808)—
Net earnings72,280
37,293
17,517
(54,808)72,282
Less: Net earnings attributable to noncontrolling interests—
—
2
—
2
Net earnings attributable to Caleres, Inc.$72,280
$37,293
$17,515
$(54,808)$72,280
      
Comprehensive income$71,871
$37,293
$17,692
$(55,020)$71,836
Less: Comprehensive loss attributable to noncontrolling interests—
—
(35)—
(35)
Comprehensive income attributable to Caleres, Inc.$71,871
$37,293
$17,727
$(55,020)$71,871
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
MAY 4, 2019
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Assets 
 
 
 
 
Current assets 
 
 
 
 
Cash and cash equivalents$6,812
$14,703
$14,263
$—
$35,778
Receivables, net91,170
39,619
17,698
—
148,487
Inventories, net124,703
492,630
30,812
—
648,145
Prepaid expenses and other current assets31,046
18,077
6,586
(807)54,902
Intercompany receivable – current314
76
8,800
(9,190)—
Total current assets254,045
565,105
78,159
(9,997)887,312
Other assets73,066
11,793
852
—
85,711
Goodwill and intangible assets, net108,328
331,689
108,491
—
548,508
Lease right-of-use assets130,006
572,551
32,725
—
735,282
Property and equipment, net75,763
149,955
10,539
—
236,257
Investment in subsidiaries1,503,973
—
(25,376)(1,478,597)—
Intercompany receivable – noncurrent586,453
620,752
775,061
(1,982,266)—
Total assets$2,731,634
$2,251,845
$980,451
$(3,470,860)$2,493,070
      
Liabilities and Equity 
 
 
 
Current liabilities 
 
 
 
 
Borrowings under revolving credit agreement$318,000
$—
$—
$—
$318,000
Trade accounts payable83,559
183,057
22,455
—
289,071
Lease obligations11,096
118,041
6,868
—
136,005
Other accrued expenses65,845
83,503
19,683
(807)168,224
Intercompany payable – current4,669
—
4,521
(9,190)—
Total current liabilities483,169
384,601
53,527
(9,997)911,300
Other liabilities 
 
 
 
 
Noncurrent lease obligations$132,565
$497,527
$32,658
$—
$662,750
Long-term debt198,046
—
—
—
198,046
Other liabilities88,358
2,848
1,136
—
92,342
Intercompany payable – noncurrent1,202,260
113,338
666,668
(1,982,266)—
Total other liabilities1,621,229
613,713
700,462
(1,982,266)953,138
Equity 
 
 
 
 
Caleres, Inc. shareholders’ equity627,236
1,253,531
225,066
(1,478,597)627,236
Noncontrolling interests—
—
1,396
—
1,396
Total equity627,236
1,253,531
226,462
(1,478,597)628,632
Total liabilities and equity$2,731,634
$2,251,845
$980,451
$(3,470,860)$2,493,070




UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 29, 2016
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net cash provided by operating activities$23,770
$83,584
$29,649
$—
$137,003
      
Investing activities 
 
 
 
 
Purchases of property and equipment(2,748)(37,154)(3,117)—
(43,019)
Capitalized software(3,859)(1,783)(30)—
(5,672)
Intercompany investing(3,129)3,129
—
—
—
Net cash used for investing activities(9,736)(35,808)(3,147)—
(48,691)
      
Financing activities 
 
 
 
 
Borrowings under revolving credit agreement103,000
—
—
—
103,000
Repayments under revolving credit agreement(103,000)—
—
—
(103,000)
Dividends paid(9,094)—
—
—
(9,094)
Acquisition of treasury stock(23,139)—
—
—
(23,139)
Issuance of common stock under share-based plans, net(4,205)—
—
—
(4,205)
Excess tax benefit related to share-based plans3,264
—
—
—
3,264
Intercompany financing38,603
(41,879)3,276
—
—
Net cash provided by (used for) financing activities5,429
(41,879)3,276
—
(33,174)
Effect of exchange rate changes on cash and cash equivalents—
—
146
—
146
Increase in cash and cash equivalents19,463
5,897
29,924
—
55,284
Cash and cash equivalents at beginning of period31,000
—
87,151
—
118,151
Cash and cash equivalents at end of period$50,463
$5,897
$117,075
$—
$173,435
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTEEN WEEKS ENDED MAY 4, 2019
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net sales$191,404
$488,321
$52,426
$(54,397)$677,754
Cost of goods sold129,259
289,541
27,095
(47,977)397,918
Gross profit62,145
198,780
25,331
(6,420)279,836
Selling and administrative expenses55,941
194,585
18,005
(6,420)262,111
Restructuring and other special charges, net856
—
—
—
856
Operating earnings5,348
4,195
7,326
—
16,869
Interest (expense) income(7,339)(22)21
—
(7,340)
Other income (expense)2,637
—
(18)—
2,619
Intercompany interest income (expense)2,841
(2,817)(24)—
—
Earnings before income taxes3,487
1,356
7,305
—
12,148
Income tax provision(1,312)(355)(1,396)—
(3,063)
Equity in earnings (loss) of subsidiaries, net of tax6,908
—
(538)(6,370)—
Net earnings9,083
1,001
5,371
(6,370)9,085
Less: Net earnings attributable to noncontrolling interests—
—
2
—
2
Net earnings attributable to Caleres, Inc.$9,083
$1,001
$5,369
$(6,370)$9,083
      
Comprehensive income$8,811
$923
$4,570
$(5,479)$8,825
Less: Comprehensive income attributable to noncontrolling interests—
—
14
—
14
Comprehensive income attributable to Caleres, Inc.$8,811
$923
$4,556
$(5,479)$8,811



CONDENSED CONSOLIDATING BALANCE SHEET
JANUARY 28, 2017
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Assets 
 
 
 
 
Current assets 
 
 
 
 
Cash and cash equivalents$23,999
$9,029
$22,304
$—
$55,332
Receivables, net118,746
5,414
28,961
—
153,121
Inventories, net150,098
410,867
24,799
—
585,764
Prepaid expenses and other current assets24,293
23,040
8,058
(5,863)49,528
Intercompany receivable  – current695
263
22,091
(23,049)—
Total current assets317,831
448,613
106,213
(28,912)843,745
Other assets51,181
16,567
826
—
68,574
Goodwill and intangible assets, net113,333
219,337
11,088
—
343,758
Property and equipment, net31,424
176,358
11,414
—
219,196
Investment in subsidiaries1,343,954
—
(21,946)(1,322,008)—
Intercompany receivable  – noncurrent568,541
366,902
581,624
(1,517,067)—
Total assets$2,426,264
$1,227,777
$689,219
$(2,867,987)$1,475,273
      
Liabilities and Equity  
 
 
 
Current liabilities 
 
 
 
 
Borrowings under revolving credit agreement$110,000
$—
$—
$—
$110,000
Trade accounts payable116,783
112,434
37,153
—
266,370
Other accrued expenses74,941
65,228
16,919
(5,863)151,225
Intercompany payable – current12,794
—
10,255
(23,049)—
Total current liabilities314,518
177,662
64,327
(28,912)527,595
Other liabilities 
 
 
 
 
Long-term debt197,003
—
—
—
197,003
Other liabilities91,683
40,507
3,999
—
136,189
Intercompany payable – noncurrent1,209,943
98,982
208,142
(1,517,067)—
Total other liabilities1,498,629
139,489
212,141
(1,517,067)333,192
Equity 
 
 
 
 
Caleres, Inc. shareholders’ equity613,117
910,626
411,382
(1,322,008)613,117
Noncontrolling interests—
—
1,369
—
1,369
Total equity613,117
910,626
412,751
(1,322,008)614,486
Total liabilities and equity$2,426,264
$1,227,777
$689,219
$(2,867,987)$1,475,273
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED MAY 4, 2019
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net cash (used for) provided by operating activities$(5,419)$47,435
$7,894
$—
$49,910
      
Investing activities 
 
 
 
 
Purchases of property and equipment(14,787)(2,833)(823)—
(18,443)
Capitalized software(2,911)(6)—
—
(2,917)
Intercompany investing(120)120
—
—
—
Net cash used for investing activities(17,818)(2,719)(823)—
(21,360)
      
Financing activities 
 
 
 
 
Borrowings under revolving credit agreement84,000
—
—
—
84,000
Repayments under revolving credit agreement(101,000)—
—
—
(101,000)
Dividends paid(2,947)—
—
—
(2,947)
Issuance of common stock under share-based plans, net(2,559)—
—
—
(2,559)
Other(394)—
—
—
(394)
Intercompany financing52,947
(39,161)(13,786)—
—
Net cash provided by (used for) financing activities30,047
(39,161)(13,786)—
(22,900)
Effect of exchange rate changes on cash and cash equivalents—
—
(72)—
(72)
Increase (decrease) in cash and cash equivalents6,810
5,555
(6,787)—
5,578
Cash and cash equivalents at beginning of period2
9,148
21,050
—
30,200
Cash and cash equivalents at end of period$6,812
$14,703
$14,263
$—
$35,778



UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
MAY 5, 2018
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Assets 
 
 
 
 
Current assets 
 
 
 
 
Cash and cash equivalents$41,795
$10,011
$44,675
$—
$96,481
Receivables, net113,763
2,721
9,075
—
125,559
Inventories, net110,242
441,144
28,516
—
579,902
Prepaid expenses and other current assets28,677
31,669
6,632
(4,593)62,385
Intercompany receivable – current919
339
14,444
(15,702)—
Total current assets295,396
485,884
103,342
(20,295)864,327
Other assets75,242
12,937
762
—
88,941
Goodwill and intangible assets, net112,298
40,937
186,665
—
339,900
Property and equipment, net36,178
160,903
11,817
—
208,898
Investment in subsidiaries1,341,505
—
(24,043)(1,317,462)—
Intercompany receivable  –  noncurrent783,315
536,213
708,992
(2,028,520)—
Total assets$2,643,934
$1,236,874
$987,535
$(3,366,277)$1,502,066
      
Liabilities and Equity  
 
 
 
Current liabilities 
 
 
 
 
Trade accounts payable$99,013
$150,288
$19,616
$—
$268,917
Other accrued expenses67,588
85,180
20,571
(4,593)168,746
Intercompany payable – current5,467
—
10,235
(15,702)—
Total current liabilities172,068
235,468
50,422
(20,295)437,663
Other liabilities 
 
 
 
 
Long-term debt197,587
—
—
—
197,587
Other liabilities102,303
40,200
10,175
—
152,678
Intercompany payable – noncurrent1,459,271
91,100
478,149
(2,028,520)—
Total other liabilities1,759,161
131,300
488,324
(2,028,520)350,265
Equity 
 
 
 
 
Caleres, Inc. shareholders’ equity712,705
870,106
447,356
(1,317,462)712,705
Noncontrolling interests—
—
1,433
—
1,433
Total equity712,705
870,106
448,789
(1,317,462)714,138
Total liabilities and equity$2,643,934
$1,236,874
$987,535
$(3,366,277)$1,502,066



UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
FOR THE THIRTEEN WEEKS ENDED MAY 5, 2018
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net sales$199,260
$445,695
$37,392
$(50,205)$632,142
Cost of goods sold134,594
247,799
17,867
(43,039)357,221
Gross profit64,666
197,896
19,525
(7,166)274,921
Selling and administrative expenses66,342
177,886
13,135
(7,166)250,197
Restructuring and other special charges, net525
1,253
—
—
1,778
Operating (loss) earnings(2,201)18,757
6,390
—
22,946
Interest (expense) income(3,819)(12)148
—
(3,683)
Other income (expense)3,120
—
(29)—
3,091
Intercompany interest income (expense)2,768
(2,799)31
—
—
(Loss) earnings before income taxes(132)15,946
6,540
—
22,354
Income tax provision(952)(3,302)(920)—
(5,174)
Equity in earnings (loss) of subsidiaries, net of tax18,296
—
(478)(17,818)—
Net earnings17,212
12,644
5,142
(17,818)17,180
Less: Net loss attributable to noncontrolling interests—
—
(32)—
(32)
Net earnings attributable to Caleres, Inc.$17,212
$12,644
$5,174
$(17,818)$17,212
      
Comprehensive income$16,325
$12,626
$4,995
$(17,661)$16,285
Less: Comprehensive loss attributable to noncontrolling interests—
—
(40)—
(40)
Comprehensive income attributable to Caleres, Inc.$16,325
$12,626
$5,035
$(17,661)$16,325
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED MAY 5, 2018
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Net cash provided by operating activities$5,799
$38,599
$6,949
$—
$51,347
      
Investing activities 
 
 
 
 
Purchases of property and equipment(3,095)(4,334)(500)—
(7,929)
Capitalized software(1,248)(186)—
—
(1,434)
Intercompany investing286
(286)—
—
—
Net cash used for investing activities(4,057)(4,806)(500)—
(9,363)
      
Financing activities 
 
 
 
 
Dividends paid(3,023)—
—
—
(3,023)
Acquisition of treasury stock(3,288)—
—
—
(3,288)
Issuance of common stock under share-based plans, net(3,122)—
—
—
(3,122)
Intercompany financing23,397
(23,782)385
—
—
Net cash provided by (used for) financing activities13,964
(23,782)385
—
(9,433)
Effect of exchange rate changes on cash and cash equivalents—
—
(117)—
(117)
Increase in cash and cash equivalents15,706
10,011
6,717
—
32,434
Cash and cash equivalents at beginning of period26,089
—
37,958
—
64,047
Cash and cash equivalents at end of period$41,795
$10,011
$44,675
$—
$96,481



CONDENSED CONSOLIDATING BALANCE SHEET
FEBRUARY 2, 2019
   Non-
  
($ thousands)Parent
Guarantors
Guarantors
Eliminations
Total
Assets 
 
 
 
 
Current assets 
 
 
 
 
Cash and cash equivalents$2
$9,148
$21,050
$—
$30,200
Receivables, net130,684
32,319
28,719
—
191,722
Inventories, net175,697
470,610
36,864
—
683,171
Prepaid expenses and other current assets31,195
32,556
7,603
—
71,354
Intercompany receivable  – current190
42
15,279
(15,511)—
Total current assets337,768
544,675
109,515
(15,511)976,447
Other assets68,707
11,824
909
—
81,440
Goodwill and intangible assets, net108,884
331,810
109,203
—
549,897
Property and equipment, net62,608
157,270
10,906
—
230,784
Investment in subsidiaries1,499,209
—
(24,838)(1,474,371)—
Intercompany receivable  – noncurrent597,515
578,821
762,281
(1,938,617)—
Total assets$2,674,691
$1,624,400
$967,976
$(3,428,499)$1,838,568
      
Liabilities and Equity  
 
 
 
Current liabilities 
 
 
 
 
Borrowings under revolving credit agreement$335,000
$—
$—
$—
$335,000
Trade accounts payable146,400
130,670
39,228
—
316,298
Other accrued expenses95,498
86,015
20,525
—
202,038
Intercompany payable – current10,781
—
4,730
(15,511)—
Total current liabilities587,679
216,685
64,483
(15,511)$853,336
Other liabilities 
 
 
 
 
Long-term debt197,932
—
—
—
197,932
Other liabilities105,689
41,149
5,027
—
151,865
Intercompany payable – noncurrent1,149,338
115,114
674,165
(1,938,617)—
Total other liabilities1,452,959
156,263
679,192
(1,938,617)349,797
Equity 
 
 
 
 
Caleres, Inc. shareholders’ equity634,053
1,251,452
222,919
(1,474,371)634,053
Noncontrolling interests—
—
1,382
—
1,382
Total equity634,053
1,251,452
224,301
(1,474,371)635,435
Total liabilities and equity$2,674,691
$1,624,400
$967,976
$(3,428,499)$1,838,568



ITEM 2MANAGEMENT’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 thirdfirst quarter of 2017:   2019:
 
Consolidated net sales increased $42.5$45.7 million in the thirdfirst quarter of 2017,2019, driven by our Allen Edmonds business,2018 acquisitions of Vionic and Blowfish Malibu, which we acquired late last year. Same-storecontributed net sales at ourof $54.8 million and $19.3 million to the Brand Portfolio segment ($53.1 million and $16.2 million on a consolidated basis, net of eliminations), respectively, for the first quarter of 2019. Our Famous Footwear segment were up 0.9%experienced an $11.2 million, or 3.1%, decline in sales.

Consolidated gross profit increased $4.9 million, or 1.8%, to $279.8 million for the thirdfirst quarter of 2017 and 2.6%2019, compared to $274.9 million for the back-to-school season. Boot sales in both our Brand Portfolio and Famous Footwear segments were lower as a resultfirst quarter of unseasonably warm weather across the United States.2018.

During
Consolidated operating earnings decreased $6.0 million, or26.5%, to $16.9 million in the thirdfirst quarter of 2017, Hurricanes Harvey and Irma caused extensive damage2019, compared to $22.9 million in Texas and Florida. These are major markets for us and several of our stores were closed for a period of time. We estimate that the hurricanes negatively impacted our net sales for the thirdfirst quarter of 2017 by approximately $4 million, with approximately a $3 million impact at our Famous Footwear segment and $1 million at our Brand Portfolio segment.2018.

We continued to experience strong gross margins in the third quarter of 2017 across both segments, primarily reflecting a higher consolidated mix of retail versus wholesale sales and an improved mix of higher margin brands. In addition, we continue to benefit from our sourcing initiatives, which have lowered our cost of merchandise.

Consolidated net earnings attributable to Caleres, Inc. were $34.4$9.1 million, or $0.80$0.22 per diluted share, in the thirdfirst quarter of 2017,2019, compared to $34.7$17.2 million, or $0.81$0.40 per diluted share, in the thirdfirst quarter of 2016.2018.

We continue to improve our balance sheet. In late 2016, we used approximately $260.0 million of proceeds from our revolving credit agreement to fundThe following items should be considered in evaluating the Allen Edmonds acquisition. Since that time, we have paid down all but $20.0 millioncomparability of our revolving credit agreement, driven byfirst quarter results in 2019 and 2018:

Acquisition of Vionic – In October 2018, we acquired Vionic, a growing brand with strong consumer loyalty and a complementary fit to the other brands within our strong operating cash flows.Brand Portfolio segment. Vionic contributed $54.8 million to our Brand Portfolio net sales ($53.1 million on a consolidated basis, net of eliminations) for the first quarter of 2019. We expect to pay down the remaining $20.0incurred acquisition and integration-related charges of $6.1 million during the fourthfirst quarter of 2017. Our debt-to-capital ratio was 24.4%2019, including incremental cost of goods sold of $5.8 million ($4.3 million on an after-tax basis, or $0.10 per diluted share) related to the amortization of the inventory adjustment required for purchase accounting and integration-related costs of $0.3 million ($0.2 million on an after-tax basis, or $0.01 per diluted share) during the first quarter of 2019, which are presented as restructuring and other special charges, net. Refer to Notes 3 and 6 to the condensed consolidated financial statements for additional information related to these costs.

Acquisition of Blowfish Malibu – In July 2018, we acquired a controlling interest in Blowfish Malibu, which gives us additional access to the growing sneaker and casual lifestyle segment of the market. Blowfish contributed $19.3 million to our Brand Portfolio net sales ($16.2 million on a consolidated basis, net of eliminations) for the first quarter of 2019.

Carlos brand exit – In connection with the decision to exit our Carlos brand, we incurred restructuring-related costs of $1.9 million ($1.4 million on an after-tax basis, or $0.03 per diluted share) during the first quarter of 2019. Of these charges, $1.3 million primarily represents incremental inventory markdowns required to reduce the value of inventory to net realizable value and is presented in cost of goods sold on the statements of earnings and the remaining $0.6 million for severance and other related costs is presented in restructuring and other special charges. Refer to Note 6 to the consolidated financial statements for further discussion.

We adopted ASU 2016-02, Leases (Topic 842), during the first quarter of 2019 using the modified retrospective transition method. Therefore, prior period financial information in the condensed consolidated financial statements has not been adjusted and is presented under the guidance in ASC 840. As a result of the adoption of the ASU, we recorded an operating lease right-of-use asset of $729.2 million and lease liabilities of $791.7 million as of October 28, 2017, comparedFebruary 3, 2019. Refer to 23.3% asNote 10 to the condensed consolidated financial statements for additional information on the adoption of October 29, 2016 and 33.3% at January 28, 2017.this ASU.

Outlook forDuring the Remainderfirst quarter of 20172019, we changed our segment presentation to present net sales of the Brand Portfolio segment inclusive of both external and intersegment sales, with the elimination of intersegment sales and profit from Brand Portfolio to Famous Footwear reflected within the Eliminations and Other category. This presentation reflects the independent business models of both Brand Portfolio and Famous Footwear, as well as growth in intersegment activity driven by the acquisitions of Vionic and Blowfish Malibu. Prior period information has been recast to conform to the current presentation.
Although boot sales


Recent Developments

On May 10, 2019, tariffs of up to 25% were lower in the third quarter, we saw improvements in boot sales in November as more seasonal weather arrived. We also continue to benefitproposed on various categories of U.S. imports from our speed-to-market initiative, which has allowed us to react more rapidly to shifting trends and respond to consumer demand. We remain focused on day-to-day execution and managing the factors under our control, despite the challenges the retail industry is facing. We remain confident in our ability to drive results and believeChina, including footwear.  Although we have increased the right strategy, plan and peoplesourcing of our footwear from other countries in placerecent years, a significant amount of our footwear is sourced from China.  If the proposed tariffs are ultimately imposed on footwear, our product costs will increase, which may in turn adversely impact our gross margins if we are unable to consistently deliver.pass along the higher costs to the consumer.



Following are the consolidated results and the results by segment: 
CONSOLIDATED RESULTSCONSOLIDATED RESULTS        CONSOLIDATED RESULTS
Thirteen Weeks Ended
Thirty-nine Weeks EndedThirteen Weeks Ended
October 28, 2017 October 29, 2016
October 28, 2017 October 29, 2016May 4, 2019 May 5, 2018
  % of 
Net Sales
   % of 
Net Sales
   % of 
Net Sales
   % of 
Net Sales
  % of 
Net Sales
   % of 
Net Sales
($ millions)            
Net sales$774.7
 100.0 % $732.2
 100.0 % $2,083.1
 100.0 % $1,939.9
 100.0 %$677.8
 100.0 % $632.1
 100.0 %
Cost of goods sold457.8
 59.1 % 438.4
 59.9 % 1,207.8
 58.0 % 1,138.8
 58.7 %398.0
 58.7 % 357.2
 56.5 %
Gross profit316.9
 40.9 % 293.8
 40.1 % 875.3
 42.0 % 801.1
 41.3 %279.8
 41.3 % 274.9
 43.5 %
Selling and administrative expenses264.0
 34.1 % 238.3
 32.5 % 761.6
 36.5 % 684.6
 35.3 %262.1
 38.7 % 250.2
 39.6 %
Restructuring and other special charges, net—
 — % —
 — % 4.0
 0.2 % —
 — %0.8
 0.1 % 1.8
 0.3 %
Operating earnings52.9
 6.8 % 55.5
 7.6 % 109.7
 5.3 % 116.5
 6.0 %16.9
 2.5 % 22.9
 3.6 %
Interest expense(4.2) (0.5)% (3.5) (0.5)% (13.8) (0.7)% (10.6) (0.5)%
Interest income0.1
 0.0 % 0.3
 0.0 % 0.6
 0.0 % 0.9
 0.0 %
Interest expense, net(7.4) (1.1)% (3.6) (0.6)%
Other income, net2.6
 0.4 % 3.1
 0.5 %
Earnings before income taxes48.8
 6.3 % 52.3
 7.1 % 96.5
 4.6 % 106.8
 5.5 %12.1
 1.8 % 22.4
 3.5 %
Income tax provision(14.4) (1.9)% (17.6) (2.4)% (29.6) (1.4)% (34.5) (1.8)%(3.0) (0.5)% (5.2) (0.8)%
Net earnings34.4
 4.4 % 34.7
 4.7 % 66.9
 3.2 % 72.3
 3.7 %9.1
 1.3 % 17.2
 2.7 %
Net (loss) earnings attributable to noncontrolling interests(0.0) (0.0 %) (0.0) (0.0 %) 0.0
 0.0 % 0.0
 0.0 %
Net earnings (loss) attributable to noncontrolling interests0.0
 0.0 % (0.0) (0.0 )%
Net earnings attributable to Caleres, Inc.$34.4
 4.4 % $34.7
 4.7 % $66.9
 3.2 % $72.3
 3.7 %$9.1
 1.3 % $17.2
 2.7 %
 
Net Sales 
Net sales increased $42.5$45.7 million, or 5.8%7.2%, to $774.7$677.8 million for the thirdfirst quarter of 2017,2019, compared to $732.2$632.1 million for the thirdfirst quarter of 2016.2018. Our Brand Portfolio segment reported a $37.1$57.6 million, or 14.0%20.3%, increase in net sales reflecting $44.1 milliondriven by net sales of sales from our recentlyVionic and Blowfish Malibu brands, which were acquired Allen Edmonds businessin October and July 2018, respectively. We also experienced higher net sales of our Sam Edelman and Naturalizer brands,Franco Sarto brand, partially offset by lower sales fromof our Franco SartoAllen Edmonds and Via SpigaDr. Scholl's brands. Our Famous Footwear segment reported a $5.3an $11.2 million, or 1.1%3.1%, increasedecrease in net sales, primarily driven by a 0.9% increasedecrease in same-store sales and a strong back-to-school selling season. As discussed in the Overview section, we estimate that our net sales were lower by approximately $4 million for the third quarter of 2017 related to the impacts of Hurricanes Harvey and Irma. In addition, unseasonably warm weatherstore base, which resulted in a delayed start to the fall boot season, impacting boot sales in both our Famous Footwear and Brand Portfolio segments.

Net sales increased $143.2$7.5 million or 7.4%, to $2,083.1 million for the nine months ended October 28, 2017, compared to $1,939.9 million for the nine months ended October 29, 2016. Our Brand Portfolio segment reported a $121.2 million, or 16.9%, increase in net sales, reflecting $128.3 million of sales from our recently acquired Allen Edmonds business and sales growth from our Sam Edelman and Vince brands, partially offset by lower sales from our Franco Sarto, Via Spiga and Dr. Scholl's brands.  Net sales of our Famous Footwear segment increased $22.0 million, or 1.8%, driven by a 1.0% increase in same-store sales and a net increasedecrease in sales from new and closed stores.stores, and a 1.0% decline in same-store sales. Net sales at Famous Footwear were impacted by a difficult retail environment, especially early in the quarter. We experienced a slower start to the sandal selling season, despite increased promotional activity.

Same-store sales changes are calculated by comparing the sales in stores that have been open at least 13 months.months to the comparable retail calendar weeks in the prior year. 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-commerceon websites that function as an extension of a retail chain are included in the same-store sales calculation.
 


Gross Profit 
Gross profit increased $23.1$4.9 million, or 7.9%1.8%, to $316.9$279.8 million for the thirdfirst quarter of 2017,2019, compared to $293.8$274.9 million for the thirdfirst quarter of 2016, reflecting higher2018, driven by sales volume, as described above, and an improved gross profit rate. growth from our recent acquisitions. As a percentage of net sales, gross profit increaseddecreased to 40.9%41.3% for the thirdfirst quarter of 2017,2019, compared to 40.1%43.5% for the thirdfirst quarter of 2016, primarily2018, reflecting the promotional retail environment and a higher consolidated mix of e-commerce sales. Our e-commerce sales generally result in lower margins than traditional retail versus wholesale sales as a result of the incremental shipping and handling required. We also launched a new loyalty program at Famous Footwear during the first quarter of 2019, which resulted in an improved mixincrease of net sales but at a lower margin rate. Cost of goods sold for the first quarter of 2019 also includes $5.8 million related to the amortization of the inventory adjustment required by purchase accounting for our higher margin brands.acquisition of Vionic in October 2018. Retail and wholesale net sales were 71%59% and 29%41%, respectively, in the thirdfirst quarter of 2017,2019 compared to 69% and 31% in the thirdfirst quarter of 2016.2018.  

Gross profit increased $74.2 million, or 9.3%, to $875.3 million for the nine months ended October 28, 2017, compared to $801.1 million for the nine months ended October 29, 2016, reflecting the above named factors.  As a percentage of net sales, gross profit increased to 42.0% for the nine months ended October 28, 2017, compared to 41.3% for the nine months ended October 29, 2016, reflecting a higher consolidated mix of retail versus wholesale sales and growth in our higher margin brands, partially offset by amortization of the inventory fair value adjustment in conjunction with the acquisition of Allen Edmonds of $4.9 million ($3.0 million on an after-tax basis, or $0.07 per diluted share). Retail and wholesale net sales were 70% and 30%, respectively, in the nine months ended October 28, 2017, compared to 68% and 32% in the nine months ended October 29, 2016.

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 $25.7$11.9 million, or 10.8%4.8%, to $264.0$262.1 million for the thirdfirst quarter of 2017,2019, compared to $238.3$250.2 million for the thirdfirst quarter of 2016, primarily2018. The increase was driven by theadditional costs associated with our recently acquired Allen Edmonds businessVionic and Blowfish Malibu brands, including higher anticipated payments under our cash-basedamortization expense on the intangible assets, partially offset by lower expenses associated with cash and stock-based incentive compensation plans.plans and lower store rent and facilities expenses associated with a smaller store base. As a percentage of net sales, selling and administrative expenses increaseddecreased to 34.1%38.7% for the thirdfirst quarter of 20172019, from 32.5%39.6% for the thirdfirst quarter of 2016.

Selling and administrative expenses increased $77.0 million, or 11.2%, to $761.6 million for the nine months ended October 28, 2017, compared to $684.6 million for the nine months ended October 29, 2016, driven by the above named factors. As a percentage2018, reflecting better leveraging of our expense base over higher net sales, selling and administrative expenses increased to 36.5% for the nine months ended October 28, 2017 from 35.3% for the nine months ended October 29, 2016.sales.

Restructuring and Other Special Charges, Net
Restructuring and other special charges of $4.0$0.8 million ($2.60.6 million on an after-tax basis, or $0.06$0.02 per diluted share), primarily for professional fees and severance expense, were incurred in the nine months ended October 28, 2017 related to the men's business. No restructuring charges were incurred in the thirdfirst quarter of 20172019 associated with the exit of our Carlos brand and integration-related costs for Vionic. For the first quarter of 2018, we incurred restructuring and other special charges of $1.8 million ($1.3 million on an after-tax basis, or during$0.03 per diluted share) for the nine months ended October 29, 2016.integration and reorganization of our men's brands. Refer to Note 56 to the condensed consolidated financial statements for additional information related to these charges.

Operating Earnings 
Operating earnings decreased $2.6$6.0 million, or 4.7%26.5%, to $52.9$16.9 million for the thirdfirst quarter of 2017,2019, compared to $55.5$22.9 million for the thirdfirst quarter of 2016. Although2018, primarily reflecting lower sales and gross profit were higher in the third quarter,margins at Famous Footwear and higher selling and administrative expenses, resulted in lower operating earnings.partially offset by the earnings contribution associated with our newly acquired brands. As a percentage of net sales, operating earnings decreased to 6.8%2.5% for the thirdfirst quarter of 2017,2019, compared to 7.6%3.6% for the thirdfirst quarter of 2016.2018.

Operating earnings decreased $6.8 million, or 5.8% to $109.7 million for the nine months ended October 28, 2017, compared to $116.5 million for the nine months ended October 29, 2016, reflecting the factors described above for the third quarter, as well as restructuring and other special charges incurred earlier in 2017.  As a percentage of net sales, operating earnings decreased to 5.3% for the nine months ended October 28, 2017, compared to 6.0% for the nine months ended October 29, 2016.

Interest Expense, Net
Interest expense, net increased $0.7$3.8 million, or 19.2%105.6%, to $4.2$7.4 million for the thirdfirst quarter of 2017,2019, compared to $3.5$3.6 million for the thirdfirst quarter of 2016, reflecting2018, primarily due to higher interest expense onaverage borrowings under our revolving credit agreement, which was used to fund the acquisition of Allen EdmondsVionic in the fourth quarter of 2016. In addition, during the third quarter of 2016, we capitalized interest of $0.4 million associated with the expansion and modernization of our Lebanon, Tennessee distribution center, which was completed in the fourth quarter of 2016.October 2018.

Interest expense increased $3.2Other Income, Net
Other income, net decreased $0.5 million, or 30.8%15.3%, to $13.8$2.6 million for the nine months ended October 28, 2017,first quarter of 2019, compared to $10.6$3.1 million for the nine months ended October 29, 2016, reflectingfirst quarter of 2018, driven by lower expected return on assets for our domestic pension plan. Refer to Note 14 to the acquisition of Allen Edmonds. In addition, during the nine months ended October 29, 2016, we capitalized interest of $1.3 million associated with the expansion and modernization ofcondensed consolidated financial statements for additional information related to our Lebanon, Tennessee distribution center.


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 29.6%25.2% for the thirdfirst quarter of 2017,2019, compared to 33.6%23.1% for the thirdfirst quarter of 2016. During2018. Our effective tax rate was impacted by a discrete tax provision of $0.1 million in the thirdfirst quarter of 2017, we recognized2019 related to share-based compensation, compared to discrete tax benefits of $0.9$0.5 million reflecting greater deductibility of certain 2016 expenses than originally estimated. Duringin the thirdfirst quarter of 2016, we recognized a discrete tax benefit of $0.3 million reflecting the settlement of a federal tax audit issue.2018. If these discrete tax benefitstaxes had not been recognized during the thirdfirst quarter of 20172019 and 2016,2018, our effective tax ratesrate would have been 31.5%24.3% and 34.1%25.4%, respectively. Excluding the discrete tax items, our tax rate is lower in the current period, reflecting a higher mix of international earnings in our lowest tax rate jurisdictions.

For the nine months ended October 28, 2017, our consolidated effective tax rate was 30.6%, compared to 32.3% for the nine months ended October 29, 2016. Discrete tax benefits of $2.0 million were recognized during the thirty-nine weeks ended October 28, 2017, including a discrete tax benefit of $1.2 million related to share-based compensation as a result of the adoption of ASU 2016-09 during the first quarter of 2017, which requires prospective recognition of excess tax benefits and deficiencies in the statement of earnings. We recognized a discrete tax benefit of $1.1 million during the nine months ended October 29, 2016, reflecting the settlement of a federal tax audit issue. If these discrete tax benefits had not been recognized during the nine months ended October 28, 2017 and October 29, 2016, our effective tax rates would have been 32.7% and 33.4%, respectively. Excluding the discrete tax items, our tax rate is lower for the nine months ended October 28, 2017, reflecting a higher mix of international earnings in our lowest tax rate jurisdictions.

Both the U.S. House of Representatives and the Senate have proposed tax reform legislation that could significantly alter the tax landscape in the United States. We cannot predict the tax reform legislation that will ultimately be enacted. Therefore, the impact on our future effective tax rate and income tax provision is uncertain.

Net Earnings Attributable to Caleres, Inc. 
Net earnings attributable to Caleres, Inc. were $34.4$9.1 million and $66.9 million forin the thirdfirst quarter and nine months ended October 28, 2017,2019 compared to net earnings of $34.7 million and $72.3$17.2 million for the thirdfirst quarter and nine months ended October 29, 2016,2018 as a result of the factors described above.




FAMOUS FOOTWEAR                
Thirteen Weeks Ended Thirty-nine Weeks EndedThirteen Weeks Ended
October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016May 4, 2019 May 5, 2018
 % of 
Net Sales
  % of 
Net Sales
  % of 
Net Sales
  % of 
Net Sales
 % of 
Net Sales
  % of 
Net Sales
($ millions, except sales per square foot)          
Operating Results 
 
  
 
  
 
  
 
 
 
  
 
Net sales$473.1
100.0% $467.8
100.0% $1,244.5
100.0% $1,222.5
100.0%$352.2
100.0% $363.4
100.0%
Cost of goods sold275.0
58.1% 273.1
58.4% 695.4
55.9% 681.7
55.8%199.5
56.6% 198.2
54.5%
Gross profit198.1
41.9% 194.7
41.6% 549.1
44.1% 540.8
44.2%152.7
43.4% 165.2
45.5%
Selling and administrative expenses164.4
34.8% 162.0
34.6% 470.0
37.7% 459.7
37.6%141.9
40.3% 143.3
39.5%
Operating earnings$33.7
7.1% $32.7
7.0% $79.1
6.4% $81.1
6.6%$10.8
3.1% $21.9
6.0%
                
Key Metrics 
   
        
   
 
Same-store sales % change0.9% 
 2.1% 
 1.0% 
 0.7% 
(1.0)% 
 (0.8)% 
Same-store sales $ change$3.8
 
 $9.3
 
 $12.2
 
 $8.7
 
$(3.4) 
 $(2.7) 
Sales change from new and closed stores, net$1.0
  $2.3
  $9.6
  $2.0
 $(7.5)  $(0.6) 
Impact of changes in Canadian exchange rate on sales$0.5
  $0.0
  $0.2
  $(0.3) $(0.3)  $0.2
 
                
Sales per square foot, excluding e-commerce (thirteen and thirty-nine weeks ended)$64
  $63
  $169
  $167
 
Sales per square foot, excluding e-commerce (thirteen weeks ended)$49
  $50
 
Sales per square foot, excluding e-commerce (trailing twelve months)$217
 
 $216
 
 $217
 
 $216
 
$219
 
 $222
 
Square footage (thousand sq. ft.)6,894
 
 6,960
 
 6,894
 
 6,960
 
6,503
 
 6,712
 
                
Stores opened12
 
 16
 
 33
 
 37
 
4
 
 2
 
Stores closed(25) 
 9
 
 (46) 
 32
 
11
 
 15
 
Ending stores1,042
 
 1,051
 
 1,042
 
 1,051
 
985
 
 1,013
 
 
Net Sales 
Net sales increased $5.3decreased $11.2 million, or 1.1%3.1%, to $473.1$352.2 million for the thirdfirst quarter of 2017,2019, compared to $467.8$363.4 million for the thirdfirst quarter of 2016.2018. The increasesales decrease was primarily driven by a 0.9% increasedecrease in our store base, which resulted in a $7.5 million decrease in sales from new and closed stores, and a 1.0% decline in same-store sales and a strong back-to-school selling season.sales. Sales at Famous Footwear experienced growth in e-commerce sales and reported improvementwere impacted by a difficult retail environment, especially early in the online conversion rate, due in partquarter. We experienced a slower start to the successful implementation of our buy online, pick up in store initiative. The strong e-commerce sales were partially offset by a decline in customer traffic at our retail store locations, due in part tosandal selling season, despite increased promotional activity. During the impact of Hurricanes Harvey and Irma. As discussed in the Overview section, we estimate that these hurricanes negatively impacted our net sales for the thirdfirst quarter of 2017 by approximately $3 million. The segment experienced sales growth in lifestyle athletic and sport-influenced product. Sales of boots were lower in the third quarter of 2017, which we believe is due in part to unseasonably warm weather. During the third quarter of 2017,2019, we opened 12 newfour stores and closed 2511 stores, resulting in 1,042985 stores and total square footage of 6.96.5 million at the end of the thirdfirst quarter of 2017,2019, compared to 1,0511,013 stores and total square footage of 7.06.7 million at the end of the thirdfirst quarter of 2016.2018. On a trailing twelve-month basis, sales per square foot, excluding e-commerce, increased 0.4%decreased 1.0% to $217$219 for the twelve months ended October 28, 2017,May 4, 2019, compared to $216$222 for the twelve months ended October 29, 2016. MembersMay 5, 2018. During the first quarter of Rewards,2019, we introduced our new customer loyalty program, "Famously You Rewards", which drove an increase in sales to members. Sales to our customer loyalty program members continue to account for a majority of the segment’s sales, with approximately 76%80% of our net sales made to Rewards program members in the thirdfirst quarter of 2017, consistent with2019, compared to 76% in the thirdfirst quarter of 2016. In addition, we continue to experience growth in the number of our Rewards members.



Net sales increased $22.0 million, or 1.8%, to $1,244.5 million for the nine months ended October 28, 2017, compared to $1,222.5 million for the nine months ended October 29, 2016. The increase was primarily driven by a 1.0% increase in same-store sales and a net increase in sales from new and closed stores. Famous Footwear experienced solid 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.2018.

Gross Profit 
Gross profit increased $3.4decreased $12.5 million, or 1.8%7.6%, to $198.1$152.7 million for the thirdfirst quarter of 2017,2019, compared to $194.7$165.2 million for the thirdfirst quarter of 2016,2018, reflecting both higherlower net sales and a lower gross profit rate. As a percentage of net sales, our gross profit decreased to 43.4% for the first quarter of 2019, compared to 45.5% for the first quarter of 2018, reflecting the promotional retail environment and higher freight expenses attributable to strong growth in e-commerce sales. We expect the trend toward a higher mix of e-commerce sales to continue. In addition, we launched our Famously You Rewards ("Rewards") program in the first quarter of 2019, which offers free shipping to members. The new Rewards program resulted in an increase in net sales to members but at a lower margin rate.



Selling and Administrative Expenses 
Selling and administrative expenses decreased $1.4 million, or 1.0%, to $141.9 million for the first quarter of 2019, compared to $143.3 million for the first quarter of 2018. The decrease was driven by lower rent and facilities expense attributable to our smaller store base, partially offset by the incremental expenses associated with the launch of our new Rewards program. As a percentage of net sales, selling and administrative expenses increased to 41.9%40.3% for the thirdfirst quarter of 2017,2019, compared to 41.6%39.5% for the thirdfirst quarter of 2016.2018.

Operating Earnings  
Operating earnings decreased $11.1 million, or51.0%, to $10.8 million for thefirst quarter of 2019, compared to $21.9 million for thefirst quarter of 2018, reflecting the factors described above. As a percentage of net sales, operating earnings decreasedto3.1% for thefirst quarter of 2019, comparedto 6.0% for thefirst quarter of 2018.

BRAND PORTFOLIO
 Thirteen Weeks Ended
 May 4, 2019 May 5, 2018
  
% of 
Net Sales

  
% of 
Net Sales

($ millions, except sales per square foot)   
Operating Results 
 
  
 
Net sales$341.1
100.0% $283.5
100.0%
Cost of goods sold214.2
62.8% 174.6
61.6%
Gross profit126.9
37.2% 108.9
38.4%
Selling and administrative expenses113.4
33.2% 95.7
33.7%
Restructuring and other special charges, net0.6
0.2% 1.6
0.6%
Operating earnings$12.9
3.8% $11.6
4.1%
      
Key Metrics 
 
  
 
Direct-to-consumer (% of net sales) (1)
26%
  30%
 
Wholesale/retail sales mix (%)81%/19%
 
 73%/27%
 
Change in wholesale net sales ($) (2)
$64.3
  $(0.1) 
Unfilled order position at end of period$376.4
  $311.0
 
      
Same-store sales % change(8.6)%  (1.0)% 
Same-store sales $ change$(5.5)  $(0.5) 
Sales change from new and closed stores, net$(0.8)  $3.9
 
Impact of changes in Canadian exchange rate on retail sales$(0.4)  $0.4
 
      
Sales per square foot, excluding e-commerce (thirteen weeks ended)$93
  $104
 
Sales per square foot, excluding e-commerce (trailing twelve months)$408
  $440
 
Square footage (thousands sq. ft.)397
  405
 
      
Stores opened2
  4
 
Stores closed1
  5
 
Ending stores230
  235
 
(1) Direct-to-consumer includes sales of our retail stores and e-commerce sites.
(2) The first quarter of 2019 wholesale net sales change includes sales from our acquired Vionic and Blowfish Malibu brands of $54.8 million and $19.3 million, respectively.




Net Sales
Net sales increased $57.6 million, or20.3%, to $341.1 million for thefirst quarter of 2019, compared to $283.5 million forthe first quarter of 2018 driven by net sales from acquisitions of Vionic in October 2018 and Blowfish Malibu in July 2018, which contributed $54.8 million and $19.3 million, respectively, to our net sales growth in the first quarter of 2019. We experienced lower net sales of our Allen Edmonds brand, as planned, as well as lower Dr. Scholl's sales, partially offset by higher net sales of our Franco Sarto brand. Sales were negatively impacted by a slower start to the spring sandal season as well as a difficult retail environment. However, e-commerce sales continue to grow as a percentage of the business. During the first quarter of 2019, we opened two stores and closed one store, resulting in a total of 230 stores and total square footage of 0.4 million at the end of the first quarter of 2019, compared to 235 stores and total square footage of 0.4 million at the end of the first quarter of 2018. On a trailing twelve-month basis, sales per square foot, excluding e-commerce sales, decreased to $408 for the twelve months ended May 4, 2019, compared to $440 for the twelve months ended May 5, 2018.

Our unfilled order position for our wholesale sales increased $65.4 million, or 21.0%, to $376.4 million at May 4, 2019, compared to $311.0 million at May 5, 2018. The increase in our backlog order levels reflects the acquisitions of Blowfish Malibu and Vionic in 2018.

Gross Profit 
Gross profit increased $8.3$18.0 million, or 1.5%16.5%, to $549.1$126.9 million for the nine months ended October 28, 2017,first quarter of 2019, compared to $540.8$108.9 million for the nine months ended October 29, 2016first quarter of 2018, primarily drivenreflecting net sales growth from the Vionic acquisition, partially offset by higher net sales.the incremental cost of goods sold related to purchase accounting inventory adjustments and incremental markdowns related to the Carlos brand exit. As a percentage of net sales, our gross profit was 44.1%decreased to 37.2% for the nine months ended October 28, 2017,first quarter of 2019, compared to 44.2%38.4% for the nine months ended October 29, 2016.first quarter of 2018, reflecting higher inventory markdowns and sales allowances.

Selling and Administrative Expenses 
Selling and administrative expenses increased $2.4$17.7 million, or 1.5%18.5%, to $164.4$113.4 million for the thirdfirst quarter of 2017,2019, compared to $162.0$95.7 million for the thirdfirst quarter of 2016.  The increase was2018, reflecting increased expenses from our Vionic acquisition, primarily driven by higher expenses related to cash-based incentive compensation and higher facilities costs. As a percentage of net sales, selling and administrative expenses increased to 34.8% for the third quarter of 2017, compared to 34.6% for the third quarter of 2016.

Selling and administrative expenses increased $10.3 million, or 2.2%, to $470.0 million for the nine months ended October 28, 2017, compared to $459.7 million for the nine months ended October 29, 2016. The increase was primarily attributable to higher store rent and facilities costs and higher expenses related to cash-based incentiveemployee compensation. As a percentage of net sales, selling and administrative expenses increaseddecreased to 37.7%33.2% for the nine months ended October 28, 2017,first quarter of 2019, compared to 37.6%33.7% for the nine months ended October 29, 2016.

Operating Earnings  
Operating earnings increased $1.0 million, or3.2%, to $33.7 million for thethirdfirst quarter of 2017, compared to $32.7 million for2018, reflecting thethird quarter leveraging of 2016. The increase reflects our net sales growth and a higher gross profit rate, partially offset by higher selling and administrative expenses. As a percentage of net sales, operating earnings increasedto7.1% for thethird quarter of 2017, comparedto 7.0% for thethird quarter of 2016.

Operating earnings decreased $2.0 million, or 2.4%, to $79.1 million for the nine months ended October 28, 2017, compared to $81.1 million for the nine months ended October 29, 2016. The decrease reflects higher selling and administrative expenses and a slight decline in gross profit rate, partially offset byover higher net sales. As a percentage of net sales, operating earnings decreased to 6.4% for the nine months ended October 28, 2017, compared to 6.6% for the nine months ended October 29, 2016.



BRAND PORTFOLIO      
 Thirteen Weeks Ended Thirty-nine Weeks Ended
 October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016
  
% of 
Net Sales

  
% of 
Net Sales

  
% of 
Net Sales

  
% of 
Net Sales

($ millions, except sales per square foot)       
Operating Results 
 
  
 
  
 
  
 
Net sales$301.5
100.0% $264.4
100.0% $838.6
100.0% $717.4
100.0%
Cost of goods sold182.7
60.6% 165.3
62.5% 512.4
61.1% 457.1
63.7%
Gross profit118.8
39.4% 99.1
37.5% 326.2
38.9% 260.3
36.3%
Selling and administrative expenses94.5
31.3% 68.6
26.0% 271.2
32.3% 202.8
28.3%
Restructuring and other special charges, net—
—% —
—% 1.5
0.2% —
—%
Operating earnings$24.3
8.1% $30.5
11.5% $53.5
6.4% $57.5
8.0%
            
Key Metrics 
 
  
 
  
 
  
 
Wholesale/retail sales mix (%) (1)
75%/25%
 
 86%/14%
 
 75%/25%
 
 86%/14%
 
Change in wholesale net sales ($) (1)
$(0.6)  $(8.9)  $7.7
  $(39.3) 
Unfilled order position at end of period (1)
$302.4
  $315.2
       
            
Same-store sales % change (2)
2.4%  (5.4)%  6.7%  (5.2)% 
Same-store sales $ change (2)
$0.8
  $(1.8)  $5.8
  $(4.6) 
Sales change from new and closed stores, net (3)
$36.3
  $2.6
  $107.4
  $5.6
 
Impact of changes in Canadian exchange rate on retail sales$0.6
  $0.0
  $0.3
  $(1.0) 
            
Sales per square foot, excluding e-commerce (thirteen and thirty-nine weeks ended) (2)
$87
  $84
  $245
  $236
 
Sales per square foot, excluding e-commerce (trailing twelve months) (2)
$323
  $316
  $323
  $316
 
Square footage (thousands sq. ft.) (3)
403
  306
  403
  306
 
            
Stores opened (3)
3
  2
  11
  7
 
Stores closed (3)
(6)  2
  (12)  5
 
Ending stores (3)
235
  167
  235
  167
 

(1)These metrics include our recently acquired Allen Edmonds business. Refer to Note 3 to the condensed consolidated financial statements for additional information.
(2)These metrics exclude our recently acquired Allen Edmonds business since the business was not included in our operations in the prior year comparative period.
(3)These metrics for the third quarter and nine months ended October 28, 2017 include our recently acquired Allen Edmonds retail stores, which total approximately 121,000 square feet.



Net Sales
Net sales increased $37.1 million, or14.0%, to $301.5 million for thethird quarter of 2017, compared to $264.4 million forthe third quarter of 2016, driven by $44.1 million in sales from our recently acquired Allen Edmonds business. In addition, we experienced higher net sales of our Sam Edelman and Naturalizer brands, partially offset by lower sales from our Franco Sarto and Via Spiga brands. Our sales were negatively impacted by unseasonably warm weather, which resulted in lower sales of boots during the third quarter of 2017. Our same-store sales, which exclude the impact of Allen Edmonds stores because they have not been part of the Company for 13 months, increased 2.4% during the quarter. During the third quarter of 2017, we opened three stores and closed six stores, resulting in a total of 235 stores (of which 77 are Allen Edmonds) and total square footage of 0.4 million at the end of the third quarter of 2017, compared to 167 stores and total square footage of 0.3 million at the end of the third quarter of 2016. On a trailing twelve-month basis, sales per square foot, excluding e-commerce and sales from our Allen Edmonds stores, increased 2.1% to $323 for the twelve months ended October 28, 2017, compared to $316 for the twelve months ended October 29, 2016.

Net sales increased $121.2 million, or 16.9%, to $838.6 million for the nine months ended October 28, 2017, compared to $717.4 million for the nine months ended October 29, 2016, driven by $128.3 million in sales from our Allen Edmonds business and sales growth from our Sam Edelman and Vince brands, partially offset by lower sales from our Franco Sarto, Via Spiga and Dr. Scholl's brands. Our retail sales benefited from a net increase in sales from our acquisition of Allen Edmonds and an increase in same-store sales of 6.7%. During the nine months ended October 28, 2017, we opened 11 stores and closed 12 stores.

Gross Profit 
Gross profit increased $19.7 million, or 19.9%, to $118.8 million for the third quarter of 2017, compared to $99.1 million for the third quarter of 2016, primarily as a result of the recently acquired Allen Edmonds business. As a percentage of net sales, our gross profit increased to 39.4% for the third quarter of 2017, compared to 37.5% for the third quarter of 2016.  Our gross profit rate for the third quarter of 2017 benefited from the higher mix of retail versus wholesale sales and growth in our higher margin brands.

Gross profit increased $65.9 million, or 25.3%, to $326.2 million for the nine months ended October 28, 2017, compared to $260.3 million for the nine months ended October 29, 2016, primarily as a result of the recently acquired Allen Edmonds business. The Brand Portfolio segment recognized $4.9 million ($3.0 million on an after-tax basis, or $0.07 per diluted share) in cost of goods sold for the nine months ended October 28, 2017 related to the amortization of the Allen Edmonds inventory fair value adjustment required for purchase accounting. As a percentage of net sales, our gross profit rate increased to 38.9% for the nine months ended October 28, 2017, compared to 36.3% for the nine months ended October 29, 2016, reflecting the above named factors.

Selling and Administrative Expenses 
Selling and administrative expenses increased $25.9 million, or 37.7%, to $94.5 million for the third quarter of 2017, compared to $68.6 million for the third quarter of 2016, primarily due to costs associated with the recently acquired Allen Edmonds business and additional costs associated with investments in our fulfillment program and distribution centers. As a percentage of net sales, selling and administrative expenses increased to 31.3% for the third quarter of 2017, compared to 26.0% for the third quarter of 2016. 

Selling and administrative expenses increased $68.4 million, or 33.7%, to $271.2 million for the nine months ended October 28, 2017, compared to $202.8 million for the nine months ended October 29, 2016, driven by costs associated with the recently acquired Allen Edmonds business, an increase in anticipated payments under our cash-based incentive compensation plans and additional costs associated with investments in our fulfillment program and distribution centers. As a percentage of net sales, selling and administrative expenses increased to 32.3% for the nine months ended October 28, 2017, compared to 28.3% for the nine months ended October 29, 2016.

Restructuring and Other Special Charges, Net
Restructuring and other special charges were $1.5of $0.6 million in the nine months ended October 28, 2017first quarter of 2019 were related to Vionic integration and business exits. In the first quarter of 2018, restructuring and other special charges of $1.6 million were incurred related to the integration and reorganization of our men's business. No restructuring and other special charges were incurred in the third quarter of 2017 or during the nine months ended October 29, 2016. Refer to Note 56 to the condensed consolidated financial statements for additional information related to these charges.

Operating Earnings 
Operating earnings decreased $6.2increased $1.3 million, or 20.3%11.2%, to $24.3$12.9 million for the thirdfirst quarter of 2017,2019, compared to $30.5$11.6 million for the thirdfirst quarter of 2016. Despite net2018, driven by higher sales growth and expansionvolume, partially offset by an increase in our gross profit rate, higher selling and administrative expenses resulted in lower operating earnings.expenses. As a percentage of net sales, operating earnings decreased to 8.1%3.8% for the thirdfirst quarter of 2017,2019, compared to 11.5%4.1% in the thirdfirst quarter of 2016. 2018.



Operating earnings decreased $4.0 million, or 7.0%, to $53.5 million for the nine months ended October 28, 2017, compared to $57.5 million for nine months ended October 29, 2016, driven by the above named factors. As a percentage of net sales, operating earnings decreased to 6.4% for the nine months ended October 28, 2017, compared to 8.0% for the nine months ended October 29, 2016.
 
OTHER
ELIMINATIONS AND OTHER
 Thirteen Weeks Ended
 May 4, 2019 May 5, 2018
  
% of 
Net Sales

  
% of 
Net Sales

($ millions)   
Operating Results 
 
  
 
Net sales$(15.5)100.0 % $(14.8)100.0 %
Cost of goods sold(15.8)101.8 % (15.7)105.8 %
Gross profit0.3
(1.8)% 0.9
(5.8)%
Selling and administrative expenses6.9
(44.7)% 11.2
(75.9)%
Restructuring and other special charges, net0.2
(1.6)% 0.2
(1.3)%
Operating loss$(6.8)44.5 % $(10.5)71.4 %

The Eliminations and Other category includes the elimination of intersegment sales and profit, unallocated corporate administrative expenses, and other costs and recoveries. CostsThe net sales decrease of $5.2$0.7 million reflects a higher sales elimination for sales from Brand Portfolio to Famous Footwear, principally due to our recent acquisitions, both of which sell product to our Famous Footwear division. Selling and administrative expenses of $6.9 million were incurred for the thirdfirst quarter of 2017,2019, compared to $7.7$11.2 million for the thirdfirst quarter 2018. The decrease reflects lower warehouse costs attributable to duplicate costs incurred in the first quarter of 2016, primarily reflectinglast year associated with the transition to our new leased distribution center in Chino, California, as well as lower expenses related tofor our cash-basedcash and share-based incentive compensation plans.

Unallocated corporate administrative expenses and other costs and recoveries were $23.0 million for the nine months ended October 28, 2017, compared to $22.1 million for the nine months ended October 29, 2016. The increase primarily reflects $2.5 million of restructuring costs for the integration and reorganization of our men's brands, as further discussed in Note 5 to the condensed consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES
Borrowings 
($ millions)October 28, 2017
October 29, 2016
January 28, 2017
May 4, 2019
May 5, 2018
February 2, 2019
Borrowings under revolving credit agreement$20.0
$—
$110.0
$318.0
$—
$335.0
Long-term debt197.3
196.9
197.0
198.0
197.6
197.9
Total debt$217.3
$196.9
$307.0
$516.0
$197.6
$532.9
 
Total debt obligations of $217.3 million at October 28, 2017May 4, 2019 increased $20.4$318.4 to $516.0 million, compared to $196.9$197.6 million at October 29, 2016, primarily dueMay 5, 2018. The increase from May 5, 2018 to higherMay 4, 2019 reflects borrowings under our revolving credit agreement which we used to fund the acquisition of Allen EdmondsVionic in October 2018. The $16.9 million decrease in debt from February 2, 2019 includes $17.0 million of repayments under our revolving credit agreement. Net interest expense for the fourthfirst quarter of 2016. Total debt obligations decreased $89.72019 increased $3.8 million to $7.4 million, compared to $307.0 million at January 28, 2017, as we paid down an incremental $90.0 million of our borrowings during the nine months ended October 28, 2017. Interest expense for the third quarter of 2017 increased $0.7 million to $4.2 million, compared to $3.5$3.6 million for the thirdfirst quarter of 2016, and increased $3.2 million to $13.8 million for the nine months ended October 28, 2017, compared to $10.6 million for the nine months ended October 29, 2016. The increases were attributable to2018 as a result of higher average borrowings under our revolving credit agreement due to the acquisition of Allen Edmonds in the fourth quarter of 2016. In addition, during the third quarter and nine months ended October 29, 2016, we capitalized interest of $0.4 million and $1.3 million, respectively, associated with the expansion and modernization of our Lebanon, Tennessee distribution center that was completed in the fourth quarter of 2016.agreement.

Credit Agreement 
TheAs further discussed in Note 11 to the condensed consolidated financial statements, the Company maintains a revolving credit facility for working capital needs in an aggregate amountthat provides for borrowing capacity of up to $600.0$500.0 million, with thean option to increase by up to $150.0$250.0 million. On December 18, 2014, the Company and certain of its subsidiaries (the “Loan Parties”) entered into a Fourth Amended and Restated Credit Agreement, which was further amended on July 20, 2015 to release all of the Company’s subsidiaries that were borrowers under or that guaranteed the Credit Agreement other than Sidney Rich Associates, Inc. and BG Retail, LLC (as so amended, the “Credit Agreement”). 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 Credit Agreement 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 October 28, 2017,May 4, 2019, we had $20.0$318.0 million in borrowings and $8.9$10.5 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was $514.0$171.5 million at October 28, 2017.May 4, 2019. We were in compliance with all covenants and restrictions under the Credit Agreement as of October 28, 2017. May 4, 2019. We anticipate incremental interest expense going forward until the borrowings to fund the acquisition of Vionic have been paid off.

We were in compliance with all covenants and restrictions under the Credit Agreement as of May 4, 2019. Refer to further discussion regarding the Credit Agreement in Note 11 to the consolidated financial statements.



$200 Million Senior Notes 
On July 27, 2015, we issued $200.0 million aggregate principal amount of Senior Notes due in 2023 (the "2023 Senior"Senior Notes") in a private placement.  On October 22, 2015, we commenced an offer to exchange our 2023 Senior Notes outstanding for substantially identical debt securities registered under the Securities Act of 1933. The exchange offer was completed on November 23, 2015 and did not affect the amount of our indebtedness outstanding.

The 2023.  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 beginning on February 15, 2016.year. The 2023 Senior Notes mature on August 15, 2023. Prior to August 15, 2018, weWe may redeem some or all of the 2023 Senior Notes at various redemption prices.

The 2023 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 October 28, 2017,May 4, 2019, we were in compliance with all covenants and restrictions relating to the 2023 Senior Notes.

Working Capital and Cash Flow
Thirty-nine Weeks Ended 
Thirteen Weeks Ended 
($ millions)October 28, 2017
October 29, 2016
Change
May 4, 2019
May 5, 2018
Change
Net cash provided by operating activities$122.2
$137.0
$(14.8)$49.9
$51.3
$(1.4)
Net cash used for investing activities(38.9)(48.7)9.8
(21.3)(9.4)(11.9)
Net cash used for financing activities(107.5)(33.2)(74.3)(22.9)(9.4)(13.5)
Effect of exchange rate changes on cash and cash equivalents0.2
0.2
—
(0.1)(0.1)—
(Decrease) increase in cash and cash equivalents$(24.0)$55.3
$(79.3)
Increase in cash and cash equivalents$5.6
$32.4
$(26.8)
 
Reasons for the major variances in cash provided (used) in the table above are as follows: 
 
Cash provided by operating activities was $14.8$1.4 million lower in the ninethree months ended October 28, 2017May 4, 2019 as compared to the ninethree months ended October 29, 2016,May 5, 2018, primarily reflecting the following factors:
An increase in inventory in the nine months ended October 28, 2017 compared to a decrease in the comparable period in 2016;
A smaller decrease in prepaid expenses and other current assets in the nine months ended October 28, 2017, compared to the comparable period in 2016, reflecting lower current assets as of October 29, 2016 due to the timing of our rent payments; and
A larger decrease in accounts payable in the nine months ended October 28, 2017, compared to the comparable period in 2016; partially offset by
An increase in accrued expenses and other liabilities in the ninethree months ended October 28, 2017 asMay 4, 2019 compared to a decreasean increase in the comparable period in 2016, driven by higher anticipated payments under our cash-based incentive compensation plans2018;
A larger decrease in 2017.trade accounts payables in the three months ended May 4, 2019 compared to the comparable period in 2018; and
A decrease in net earnings, partially offset by;
A decrease in inventory in the three months ended May 4, 2019 compared to an increase in the comparable period in 2018, and
A larger decrease in receivables in the three months ended May 4, 2019 compared to the comparable period in 2018.

Cash used for investing activities was $9.8$11.9 million lowerhigher in the ninethree months ended October 28, 2017May 4, 2019 as compared to the ninethree months ended October 29, 2016,May 5, 2018, primarily due to lowerhigher purchases of property and equipment duringin the ninethree months ended October 28, 2017. During 2016, our capital expenditures included the expansion and modernization of our Lebanon, Tennessee distribution center, which was completed in the fourth quarter of 2016.May 4, 2019. For fiscal 2017,2019, we expect purchases of property and equipment and capitalized software of approximately $55 million.

Cash used for financing activities was $74.3$13.5 million higher forin the ninethree months ended October 28, 2017May 4, 2019 as compared to the ninethree months ended October 29, 2016, as we continueMay 5, 2018, primarily due to reduce the borrowings underrepayments on our revolving credit agreement, which funded our Allen Edmonds acquisition.agreement. In addition, we repurchased fewerdid not repurchase any shares under our stock repurchase program during the ninethree months ended October 28, 2017.


May 4, 2019 compared to $3.3 million in the three months ended May 5, 2018.

A summary of key financial data and ratios at the dates indicated is as follows: 
October 28, 2017
October 29, 2016
January 28, 2017
May 4, 2019
May 5, 2018
February 2, 2019
Working capital ($ millions) (1)
$386.3
$515.5
$316.2
$(24.0)$426.7
$123.1
Current ratio (2)
1.93:1
2.46:1
1.60:1
0.97:1
1.97:1
1.14:1
Debt-to-capital ratio (3)
24.4%23.3%33.3%45.1%21.7%45.6%
(1)Working capital has been computed as total current assets less total current liabilities. The deficit as of May 4, 2019 includes $136.0 million of operating lease obligations as a result of the adoption of ASC 842, as further discussed in Note 2 and Note 10 to the condensed consolidated financial statements.
(2)The current ratio has been computed by dividing total current assets by total current liabilities. The current ratio as of May 4, 2019 includes $136.0 million of operating lease obligations.
(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.revolving credit agreement. Total capitalization is defined as total debt and total equity.
  


Working capital at October 28, 2017May 4, 2019 was $386.3a deficit of $24.0 million, which was $129.2$450.7 million and $147.1 million lower and $70.1 million higher than at October 29, 2016May 5, 2018 and January 28, 2017,February 2, 2019, respectively. Our current ratio was 1.930.97 to 1 as of October 28, 2017,May 4, 2019, compared to 2.461.97 to 1 at October 29, 2016May 5, 2018 and 1.60 to 1.14:1 at January 28, 2017.February 2, 2019. The decrease in both working capital and the current ratio from October 29, 2016May 5, 2018 and February 2, 2019 primarily reflects the impact of the Allen Edmonds acquisitionadoption of ASC 842 on the balance sheet, including the addition of current operating lease obligations of $136.0 million, as further discussed in Note 2 to the fourth quarter of 2016, which was funded with borrowings under our revolving credit agreement. A significant portion of the Allen Edmonds purchase price was allocated to intangible assets, which are noncurrent, while the entire purchase price was funded using current liabilities. The increase in working capitalcondensed consolidated balance sheets, and the current ratio from January 28, 2017 was primarily due to lowerhigher borrowings under our revolving credit agreement to fund the acquisition of Vionic in October 2018. A significant portion of the purchase price of Vionic is attributed to noncurrent assets, such as tradenames, goodwill and lower payables, partially offset by lower cash and cash equivalents.other intangibles that are excluded from working capital. Our debt-to-capital ratio was 24.4%45.1% as of October 28, 2017,May 4, 2019, compared to 23.3%21.7% as of October 29, 2016May 5, 2018 and 33.3%45.6% at January 28, 2017.February 2, 2019. The increase in our debt-to-capital ratio from October 29, 2016 primarilyMay 5, 2018 reflects higher borrowings under our revolving credit agreement. The decrease in our debt-to-capital ratio from January 28, 2017 primarily reflects lower borrowings under our revolving credit agreement.
 
At October 28, 2017,May 4, 2019, we had $31.4$35.8 million of cash and cash equivalents. Approximately half of this balance represents the accumulated unremitted earnings of our foreign subsidiaries, which are considered indefinitely reinvested. subsidiaries.

We declared and paid dividends of $0.07 per share in both the thirdfirst quarter of 20172019 and 2016.2018. 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 and finance lease commitments, long-term debt, interest on long-term debt, minimum license commitments, financial instruments, borrowings under our revolving credit agreement,mandatory purchase obligation associated with the acquisition of Blowfish Malibu, 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.

During the third quarter of 2017, the Company signed a lease for a new wholesale distribution center in California. The lease term is 10 years and requires aggregate minimum lease payments of approximately $3.4 million in 2018, $10.2 million in 2019-2020, $10.7 million in 2021-2022 and $28.6 million thereafter.

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, changes in borrowings under and repayments of our revolving credit agreement and changes in operating lease commitments as a result of new stores, store closures and lease renewals) and the lease described above,, there have been no other significant changes to ourthe contractual obligations identified in our Annual Report on Form 10-K for the year ended January 28, 2017.February 2, 2019.

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.year other than the adoption of ASC 842, as further described in Note 10 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 January 28, 2017.February 2, 2019. 



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) imposition of tariffs; (vi) the ability to accurately forecast sales and manage inventory levels; (vi)(vii) cybersecurity threats or other major disruption to the Company’s information technology systems; (vii) transitional challenges with acquisitions; (viii) customer concentration and increased consolidation in the retail industry; (ix) transitional challenges with acquisitions; (x) a disruption in the Company’s distribution centers; (x)(xi) foreign currency fluctuations; (xii) changes to tax laws, policies and treaties; (xiii) the ability to recruit and retain senior management and other key associates; (xi) foreign currency fluctuations; (xii)(xiv) compliance with applicable laws and standards with respect to labor, trade and product safety issues; (xiii)(xv) the ability to secure/exit leases on favorable terms; (xiv)(xvi) the ability to maintain relationships with current suppliers; (xv)and (xvii) the ability to attract, retain and maintain good relationships with licensors and protect intellectual property rights; and (xvi) changes to tax laws, policies and treaties.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 January 28, 2017,February 2, 2019, 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 3QUANTITATIVE 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 January 28, 2017.February 2, 2019.  

ITEM 4CONTROLS 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 October 28, 2017,May 4, 2019, 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. There were



On July 6, 2018, we acquired Blowfish Malibu. In addition, on October 18, 2018, we acquired Vionic. As a result of these acquisitions, we are in the process of reviewing the internal control structures of Blowfish Malibu and Vionic and, if necessary, will make appropriate internal control enhancements as we integrate the acquired businesses. 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 significant changes toin the Company’s internal controlcontrols over financial reporting during the quarter ended October 28, 2017May 4, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
On December 13, 2016, we acquired Allen Edmonds. As a result of the acquisition, we are in the process of incorporating the internal control structure of Allen Edmonds.

PART IIOTHER INFORMATION
ITEM 1LEGAL 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 1618 to the condensed consolidated financial statements and incorporated by reference herein. 

ITEM 1ARISK FACTORS

ThereExcept as disclosed below, 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 January 28, 2017.  February 2, 2019.  

The imposition of tariffs on our products may result in higher costs and decreased gross profits.

Recent international events have introduced greater uncertainty with respect to trade wars and tariffs, which may affect trade between the United States and other countries, particularly with China.  We rely primarily on foreign sourcing for our footwear through third-party manufacturing facilities located outside the United States, with approximately 60% of our footwear sourced from manufacturing facilities in China. On May 10, 2019, tariffs of up to 25% were proposed on various categories of U.S. imports from China, including footwear.  If the proposed tariffs are ultimately imposed on footwear, our product costs will increase, which may in turn adversely impact our gross margins if we are unable to pass along the higher costs to the consumer.

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
The following table provides information relating to our repurchases of common stock during the thirdfirst quarter of 2017:2019:
      
Maximum Number of Shares that May Yet be Purchased Under the Program (2)
     
Total Number Purchased as Part of Publicly Announced Program (2)
 
Total Number of Shares Purchased (1)
 
Average Price Paid per Share (1)
 
   
Fiscal Period  
       
July 30, 2017 – August 26, 2017—
 $—
 —
1,223,500
       
August 27, 2017 – September 30, 20172,118
 30.65
 —
1,223,500
       
October 1, 2017 – October 28, 2017—
 —
 —
1,223,500
       
Total2,118
 $30.65
 —
1,223,500
     
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  
        
February 3, 2019 - March 2, 20193,819
 $29.17
 —
 2,257,851
        
March 3, 2019 - April 6, 201988,840
 27.18
 —
 2,257,851
        
April 7, 2019 - May 4, 20191,212
 26.95
 —
 2,257,851
        
Total93,871
 $27.26
 —
 2,257,851
 
(1)ReflectsIncludes shares purchased as part of our publicly announced stock repurchase program and shares that were tendered by employees related to certain share-based awards. TheseThe employee shares were tendered in satisfaction of the exercise price of stock options and/or to satisfy minimum tax withholding amounts for non-qualified stock options, restricted stock and stock performance awards. Accordingly, these share purchases are not considered a part of our publicly announced stock repurchase program.



(2)On August 25, 2011, the Board of Directors approved a stock repurchase program ("2011 Program") authorizing the repurchase of up to 2,500,000 shares of our outstanding common stock and on December 14, 2018, the Board of Directors approved a stock repurchase program ("2018 Program") authorizing the repurchase of an additional 2,500,000 shares of our outstanding common stock. We can use the repurchase programprograms to repurchase shares on the open market or in private transactions from time to time, depending on market conditions. The repurchase program doesprograms do not have an expiration date. Under this plan, 225,000 and 900,000During the thirteen weeks ended May 5, 2018, we repurchased 100,000 shares wereof common stock under the 2011 Program. The Company repurchased no shares under the repurchase programs during the nine monthsthirteen weeks ended May 4, 2019. As of May 4, 2019, there were 2,257,851 shares authorized to be repurchased under the repurchase programs. Our repurchases of common stock are limited under our debt agreements. Subsequent to quarter-end, the Company has repurchased 780,060 shares for an aggregate price of $15.1 million.


October 28, 2017 and October 29, 2016, respectively. There were 1,223,500 shares authorized to be repurchased under the program as of October 28, 2017. Our repurchases of common stock are limited under our debt agreements. 
ITEM 3DEFAULTS UPON SENIOR SECURITIES
 
None. 

ITEM 4MINE SAFETY DISCLOSURES
 
Not applicable. 

ITEM 5OTHER INFORMATION
 
None. 



ITEM 6EXHIBITS
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,March 14, 2019, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed April 11, 2017.March 20, 2019.
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: December 6, 2017June 12, 2019 /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


48