What changed in this filing

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Item 1. Business

2022-03-28 compared with 2021-03-30 · 112 added, 102 removed, 218 unchanged (50% of the section changed)

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Our business is seasonal in nature due to consumer spending patterns, with higher back-to-school and holiday season sales.

Traditionally, the third fiscal quarter accounts for a substantial portion of our earnings for the year.

While the third fiscal quarter has historically accounted for a substantial portion of our earnings for the year, we are beginning to experience more equal distribution among the quarters.

Our net sales are comprised of four major categories:

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Clothing and accessories

Impacts of the COVID-19 Pandemic on our Business

The United States and global economies continue to be adversely affected by the coronavirus (“COVID-19”) pandemic, which was declared a global pandemic by the World Health Organization in March 2020.

During the first half of 2020 our retail stores were temporarily closed as a result of the COVID-19 pandemic.

We took decisive actions to mitigate the adverse impact of the pandemic, including the following:

● Aligned our workforce and related expenses to meet the needs of a lower demand environment, including associate furloughs for a significant portion of the workforce, salary reductions for most remaining associates, and reductions in the cash retainers for our Board of Directors;

● Reduced marketing expenses and variable expenses during the store closure period;

● Tightly managed inventory levels, continuously balancing supply and demand;

● Leveraged strong supplier partnerships to reduce product receipts and extend payment terms;

● Negotiated with landlords to abate and/or defer certain lease payments;

● Eliminated or deferred all non-essential capital projects, including Famous Footwear store remodels and planned store openings during the first half of 2020 and reduced capital expenditures for the remainder of 2020;

● Expanded e-commerce sales by capitalizing on the significant enhancements in our omni-channel capabilities;

● Utilized our expansive network of temporarily closed retail locations during the first half of 2020 as distribution centers to support increased e-commerce business;

● Adapted our buy online, pick-up-in-store capability to include a contactless curbside pickup option at certain retail locations.

In addition, as a precautionary measure to preserve financial flexibility given the uncertainty in the United States and global markets resulting from the COVID-19 pandemic, we increased the borrowing capacity on our revolving credit facility to $600.0 million in April 2020.

Although we have reopened all of our retail stores from the temporary store closures in the first half of 2020, our business results were negatively impacted in 2020 by the COVID-19 pandemic and continue to be impacted.

Many of our stores have reduced operating hours and have experienced declines in foot traffic with stay-at-home orders and other government mandates, which resulted in lower sales in 2020, despite our e-commerce business experiencing robust growth during this time.

In addition, a small number of stores have temporarily closed again, due to local government mandates or illness.

We believe we are better positioned and prepared to manage through this period as a result of the actions we have taken.

However, the depth and duration of the pandemic and its impact on overall consumer confidence and spending is not known.

While vaccination efforts are currently underway, we continue to experience disruption to our business, and expect an adverse impact on our financial results in 2021.

Th e extent and duration of COVID-19 on our financial performance depends on factors outside of our control, including actions taken by government officials, the pace of vaccination efforts

and the introduction or spread of any COVID-19 variants.

For a further discussion on the risks, uncertainties and actions we have taken in response to COVID-19, refer to Item 1A, Risk Factors, and Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Human Capital Management

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In the United States, there were no employees subject to union contracts.

In Canada, we employ approximately 20 warehouse employees under a union contract, which expires in October 2022.

In Canada, we employ approximately 17 warehouse employees under a union contract, which will expire in October 2022.

The Company’s success depends on our ability to attract, develop, motivate and retain qualified management, administrative, product design and development and sales and marketing personnel to support existing operations and future growth.

Our values – Passion, Accountability, Curiosity, Creativity and Caring, inform how we work, how we treat one another and how we live our mission.

Compensation Programs and Employee Benefits

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paid time off;

parental bonding leave;

adoption benefits;

and charitable giving opportunities through the Caleres Cares Charitable Trust, including volunteer opportunities and our matching gift program.

Health and Safety

Our associates make health and safety a daily priority at our stores, distribution centers, offices and factories.

Newly hired associates are required to attend a health and safety training as part of the onboarding process and they receive a variety of relevant training and information throughout the year.

Our guidelines cover many common elements such as physical safety and security, workplace violence, emergency procedures, incident reporting protocols, first aid and other general health and safety topics.

All of our retail associates receive training in accordance with our Occupational Health and Safety Program, which provides for both their safety and that of our customers.

Our corporate offices support the well-being of our associates with on-site amenities such as a fitness center and a registered dietician that is available for consultations.

During 2021, we also offered our corporate associates paid time off to get the COVID-19 vaccine.

Diversity, Equity and Inclusion

Caleres was founded on the insight that people are unique, and we are proud of our inclusive and collaborative environment where differences are celebrated.

We believe that Caleres should be as diverse as our customers.

We seek and engage talented individuals from all backgrounds, ethnicities, genders, lifestyles and belief systems.

During 2020, we made a commitment to our employees, partners and customers to recharge our diversity, equity and inclusion initiatives, including refining our diversity strategy, creating a Diversity, Equity and Inclusion Council, and providing mandatory unconscious bias training for all employees.

In October 2020, we hired a senior-level executive to drive these initiatives, as well as oversee the Company’s affirmative action plans and monitor employee engagement.

ESG Initiative

We made significant progress on our environmental, social and governance (“ESG”) initiative during 2020.

We remain focused on using sustainable materials in the footwear we source and sell.

During the first quarter of 2021, we plan to publish our inaugural corporate ESG report, which will detail our ESG strategy, highlight our accomplishments, provide key disclosures and discuss both our short and long-term goals for sustainable products and practices.

With many companies operating e-commerce and traditional brick and mortar retail shoe stores and shoe departments, we compete in a highly fragmented market.

We believe that Caleres should be as diverse as the people and communities we serve.

We are committed to recruiting talented individuals from all backgrounds, ethnicities, genders, lifestyles and belief systems and developing diverse candidate slates for every open position with leadership accountability.

The Diversity, Equity and Inclusion Council that was established in 2020 is focused on elevating awareness of diversity, equity and inclusion through its educational communications and trainings provided to our associates throughout the year.

In addition, our commitment to diversity, equity and inclusion is reflected in our Board of Directors.

As of January 29, 2022, we had 10 directors, of which 60% are female and 20% are racially and ethnically diverse.

Environmental, Social and Governance (“ESG”) Initiatives

Our ESG initiatives are an important component of our enterprise risk management program.

Our long-standing pledge to quality craftmanship includes creating sustainable and lasting value for all of our stakeholders.

Our ESG Steering Committee is responsible for developing programs, goals and metrics to support our ESG initiatives.

In 2019, we engaged a third-party consultant to help us assess factors that are most significant to Caleres and its stakeholders.

The following categories were identified as most material and provide the framework for our ESG initiatives:

Brand Portfolio

Sustainable Product Offerings

Supply Chain Labor Standards

Materials Recovery/Waste Reduction

Facility Energy and Emissions

Many of our ESG goals focus on high impact areas of opportunity, such as the materials that are used in our products, their byproducts and supply chain labor standards.

We are striving to use environmentally preferred materials to produce all of our products and packaging, and we will ensure all of our strategic factories around the world comply with leading global work standards.

During the first quarter of 2021, we published our inaugural corporate ESG report, which was nationally recognized on Newsweek’s Most Responsible Companies list and ranked in the top 10 for the consumer goods category.

The report detailed our ESG strategy and provided our goals for sustainable products and practices.

This report may be accessed at www.caleres.com/about/esg.

The information contained on our website is not incorporated by reference into this Form 10-K and should not be considered part of this report.

We expect to publish another ESG report in April 2022, detailing our progress toward our identified target goals, which we seek to achieve by 2025.

With many companies operating traditional brick and mortar retail shoe stores and departments and e-commerce businesses, we compete in a highly fragmented market.

In addition, the continuing consumer shift to online and mobile shopping has increased price competition and requires retailers to lower shipping costs charged to customers, improve shipping speeds and optimize mobile platforms.

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Our Famous Footwear segment is one of America’s leading family-branded footwear retailers, with $1.7 billion in net sales for 2021.

Famous Footwear employs an omni-channel approach to reach consumers wherever they want to shop, including our growing e-commerce channel through famousfootwear.com and famousfootwear.ca, as well as over 900

Famous Footwear retail locations.

Our core consumers are those who seek leading national brands of athletic, casual and fashionable footwear at a value for themselves and their families.

Famous Footwear features a wide selection of brand name athletic, casual and dress shoes for the entire family.

Brands carried include, among others, Nike, Skechers, adidas, Vans, Converse, Crocs, Puma, Birkenstock, Asics, New Balance, Under Armour, Bearpaw, Timberland and Sperry, as well as company-owned and licensed brands including, among others, Dr.

Scholl’s Shoes, Blowfish Malibu, LifeStride, Naturalizer, Circus by Sam Edelman, Franco Sarto and Ryka.

Brands carried include, among others, Nike, Skechers, adidas, Vans, Crocs, Converse, Puma, Birkenstock, New Balance, Under Armour, Asics, Timberland, Bearpaw, Sperry and Dr.

Martens, as well as company-owned and licensed brands including, among others, Blowfish Malibu, LifeStride, Dr.

Scholl’s Shoes, Naturalizer, Rykä, Zodiac, Circus by Sam Edelman and Franco Sarto.

Our company-owned and licensed products are sold to our Famous Footwear segment by our Brand Portfolio segment at a profit and represent approximately 5% of the Famous Footwear segment’s net sales.

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Famous Footwear’s retail price points typically range from $20 for shoes up to $260 for boots.

We believe we have strong relationships with our significant branded footwear suppliers, but the loss of any one or more suppliers could have a material impact on our Famous Footwear segment and the Company.

Famousfootwear.com and famousfootwear.ca offer an expansive product assortment, beyond what is sold in our retail stores.

Accessible via desktop, tablet and mobile devices, these e-commerce websites help consumers explore product assortments, including items available in local stores, and make purchases.

Many of our consumers also enjoy the convenience of buying online and picking up product in their local store.

We continue to enhance our digital technology and e-commerce platform, recently adding features such as consumer-specific offers and advanced search capabilities.

We have also launched a new version of the Famous Footwear Rewards mobile application to deliver a superior experience for the 80% of our online shoppers who visit our site on a mobile device.

Many of our consumers buy online and pick up product in their local store through Famously Fast Pickup or curbside.

Orders are typically ready within an hour through this convenient service.

Our retail store locations also fulfill approximately half of all e-commerce orders not picked up in the store.

Leveraging our brick and mortar store inventory reduces delivery times, driving an enhanced consumer experience.

We continue to enhance our digital technology and e-commerce platform, as well as add new features to the Famous Footwear Rewards mobile application to deliver a superior experience for our customers who visit Famous Footwear on a mobile device.

Famous Footwear also has an extensive customer loyalty program, Famously You Rewards (“Rewards”), which informs and rewards members with free shipping and bonus points for online purchases, product previews, earned incentives based upon purchase continuity and other periodic promotional offers.

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We believe the success of our marketing campaigns is attributable to highlighting key categories and tailoring the timing of such messaging to adapt to seasonal shopping patterns.

In 2020, we spent approximately $40.2 million to advertise and market Famous Footwear to our target consumers, a portion of which was recovered from suppliers.

we spent approximately $59.5 million to advertise and market Famous Footwear to our target consumers, a portion of which was recovered from suppliers.

BRAND PORTFOLIO

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The following is a listing of our principal brands and licensed products:

Since 1927, we’ve crafted beautiful and modern styles that look and feel exceptional, inside and out.

In fact, Naturalizer is the first to construct shoes to withstand the test of time.

Our legendary emphasis on fit and elegant simplicity launched a brand that became known as “the shoe with the beautiful fit.”

Our Naturalizer brand is sold primarily at Naturalizer retail stores, national chains, online retailers, online at naturalizer.com and naturalizer.ca, department stores and independent retailers.

Naturalizer footwear is also distributed through wholesale partners in 37 countries around the world and approximately 47 retail stores.

Suggested retail price points range from $69 for shoes to $240 for boots.

In November 2020, we announced that, with the exception of a limited number of flagship locations, we planned to close all Naturalizer retail stores in the United States and Canada.

We expect all planned retail store closures to be completed in the first quarter of 2021.

We continue to view the Naturalizer brand as a strong and value-driving component of our portfolio of brands.

Therefore, we will be focusing on growing the brand’s e-commerce through naturalizer.com, our retail partners and their websites, and the flagship stores.

Since 2004, Sam Edelman has been synonymous with aspirational luxury and irreverent, trend-on style.

Inspired by timeless American elegance, designer Sam Edelman’s innate understanding of the customer translates conceptually into a modern lifestyle informed by rich heritage, creativity and innovation.

Beyond its iconic footwear, Sam Edelman offers an ever-expanding range of product categories to fit the customer’s lifestyle including dresses, fragrance, outerwear, denim, handbags, small leather-goods, sunglasses and children’s shoes.

The full range of Sam Edelman product is sold through Sam Edelman retail stores and online at samedelman.com, in addition to department stores, national chains and independent retailers around the world at suggested retail price points from $100 to $300.

In October 2018, we acquired Vionic to expand our access to the growing contemporary comfort footwear category.

Vionic brings together style and science, combining innovative biomechanics with the most coveted trends.

Vionic designs its Three-Zone Comfort technology into every shoe it makes, resulting in unparalleled stability, ultimate arch support, and cushioning.

As pioneers in foot health with a global team of experts behind the brand, Vionic brings a fresh perspective to fashionable, supportive footwear.

Featuring a wide range of silhouettes, premium materials, and thoughtful design for women and men, Vionic offers the style you want with the comfort you crave across a vast selection of sneakers, active, casual & dress options, sandals, boots, and slippers.

Bridging the fashion gap with supportive and stylish offerings, Vionic designs its innovative Three-Zone Comfort footbed technology into every shoe it makes, delivering podiatrist-developed stability, cushioning and the ultimate in arch support.

As pioneers in foot health with a global team of wellness experts behind the brand, Vionic brings a fresh perspective to “feel great, look great” footwear that champions more vibrant lifestyles for women and men.

Featuring a wide range of silhouettes, premium materials and thoughtful design for women and men, Vionic offers the style you want with the comfort you crave across a vast selection of fashion sneakers, casual and dress options, all-weather boots, sandals and slippers.

The brand is sold online, through independent retailers, television, department stores, national chains and specialty retailers for suggested retail price points from $40 for shoes to $250 for boots.

Designer Sam Edelman’s lifestyle brand is inspired by timeless American elegance that bridges the gap between aspiration and attainability to define modern luxury.

Sam Edelman footwear is sold primarily through e-commerce retailers, national chains, department stores, Sam Edelman retail stores, online at samedelman.com, catalogs and independent retailers at suggested retail price points from $50 for shoes to $300 for boots.

Since 1927, Naturalizer has crafted beautiful and modern styles that look and feel exceptional, inside and out.

Our legendary emphasis on fit and elegant simplicity launched a brand that became known as “the shoe with the beautiful fit.” Our Naturalizer brand is sold primarily at national chains, online retailers, online at naturalizer.com and naturalizer.ca, department stores, independent retailers and its two flagship retail stores.

Naturalizer footwear is also distributed through wholesale partners in 37 countries around the world and approximately 47 retail stores.

Suggested retail price points range from $69 for shoes to $240 for boots.

Blowfish Malibu:

In July 2018, we acquired a controlling interest in Blowfish Malibu and in November 2021, we acquired the remaining interest.

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 brand is sold at national chains, our Famous Footwear stores and independent retailers.

Suggested retail price points range from $35 for shoes to $90 for boots.

Scholl’s Shoes:

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Scholl’s Shoes, which is renewable through December 2026 for sales in the United States, Canada and Latin America.

Blowfish Malibu:

In July 2018, we acquired a controlling interest in Blowfish Malibu.

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 brand is sold at national chains, our Famous Footwear stores and independent retailers.

Suggested retail price points range from $20 for shoes to $90 for boots.

Allen Edmonds:

In December 2016, we acquired Allen Edmonds to increase our penetration in men’s footwear.

In 2016, we acquired Allen Edmonds to increase our penetration in men’s footwear.

Allen Edmonds, founded in 1922, is a U.S.-based direct-to-consumer and wholesaler of premium men’s footwear, apparel, leather goods and accessories with a strong manufacturing heritage.

Allen Edmonds products are available at our 69 Allen

Edmonds stores in the United States, online at allenedmonds.com and at select retailers worldwide at suggested retail price points from $245 for shoes to $495 for boots.

Allen Edmonds products are available at our 61 Allen Edmonds stores in the United States, online at allenedmonds.com and at select retailers worldwide at suggested retail price points from $245 for shoes to $495 for boots.

For more than 70 years, LifeStride has created quality footwear for women who value both style and all-day comfort.

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The Franco Sarto brand embodies timeless, wearable style inspired by the craft and design of Italian footwear.

The brand is sold in major national chains, online, including francosarto.com, department stores, specialty retailers, our Famous Footwear stores and independent retailers at suggested retail price points from $89 for shoes to $280 for boots.

The brand is sold in major national chains, online, including francosarto.com, department stores, specialty retailers, our Famous Footwear retail stores and independent retailers at suggested retail price points from $89 for shoes to $280 for boots.

For over 30 years, Rykä has been innovating athletic footwear exclusively for women.

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The brand is primarily sold in premier department stores, online, national chains and specialty retailers at suggested price points from $195 for shoes to $695 for boots.

We have a license agreement with Vince, LLC to sell Vince footwear through December 2021.

Bzees is a brand of machine washable women’s footwear designed to make you feel weightless, energized and free.

The brand is distributed through national chains, department stores, online retailers including bzees.com, independent retailers, specialty retailers and our retail stores at suggested retail price points from $59 for shoes to $179 for boots.

We have a license agreement with Vince, LLC to sell Vince footwear through January 2025.

Bzees is a comfort brand of machine washable women’s footwear designed to make you feel weightless, energized and free.

The brand is distributed through national chains, department stores, online retailers including bzees.com, independent retailers, specialty retailers and our Famous Footwear retail stores at suggested retail price points from $80 for shoes to $130 for boots.

The Zodiac brand was launched in the late 1970s and acquired by us in 2005.

In July 2019, we initiated a brand refresh by blending the past with the present to provide authentic, quality footwear that is supremely relevant for today’s modern and expressive consumer lifestyles.

The brand relaunched in 2020 and Zodiac is now available at major national chains, at online retailers, including zodiacshoes.com, and through our Famous Footwear business at suggested retail price points ranging from $69 for sandals to $149 for boots.

The brand relaunched in 2020 and Zodiac is now available at major national chains, online retailers, including zodiacshoes.com, and our Famous Footwear retail stores at suggested retail price points ranging from $69 for sandals to $149 for boots.

Veronica Beard:

In 2019, we announced an exclusive partnership with the American ready-to-wear brand, Veronica Beard, to produce their women’s footwear collection, beginning with the spring 2020 season.

In 2020, we began an exclusive partnership with the American ready-to-wear brand, Veronica Beard, to produce the women’s footwear collection.

The Veronica Beard collection includes styles that strike the balance between cool and classic, taking the consumer from day to night and work to weekend.

The brand is distributed through domestic wholesale partners carrying Veronica Beard ready-to-wear and independent footwear retailers at suggested retail price points ranging from $295 for shoes to $450 for boots.

We have a license agreement to produce footwear through December 2024.

Within our Brand Portfolio segment, our brands are distributed on a wholesale basis to approximately 5,100 retailers, including online retailers, national chains, department stores, mass merchandisers and independent retailers throughout the United States and Canada, as well as approximately 72 other countries (including sales to our retail operations).

Our most significant wholesale customers include Famous Footwear and many of the nation’s largest retailers, including online retailers such as Amazon.com, Nordstrom.com, Macys.com and Zappos.com;

national chains such as DSW, Nordstrom Rack, TJX Corporation (including TJ Maxx and Marshalls), Ross Stores and Kohl’s;

department stores such as Dillard’s, Nordstrom and Macy’s, mass merchandisers such as Walmart;

national chains such as DSW, TJX Corporation (including TJ Maxx and Marshalls), Nordstrom Rack, Ross Stores and Kohl’s;

department stores such as Nordstrom, Macy’s and Dillard’s;

mass merchandisers such as Walmart;

and independent retailers such as Qurate Retail Group, which operates QVC, Home Shopping Network and Zulily.

We also sell product to a variety of international retail customers and distributors.

The loss of any one or more of our significant customers could have a material impact on our Brand Portfolio segment and the Company.

Many of these wholesale customers also sell our products through their own websites, in addition to their retail store network.

In these arrangements, orders are typically fulfilled on a drop ship basis from our logistics network.

We also sell product to a variety of international retail customers

and distributors.

The loss of any one or more of our significant customers or brands could have a material impact on our Brand Portfolio segment and the Company.

Our Brand Portfolio segment sold approximately 38 million pairs of shoes on a wholesale basis during 2021.

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Landed sales are those in which we obtain title to the footwear from our overseas suppliers and maintain title until the footwear clears United States customs and is shipped to our wholesale customers.

Landed sales generally carry a higher profit rate than first-cost sales as a result of the brand equity associated with the product along with the additional customs, warehousing and logistics services provided

to customers and the risks associated with inventory ownership.

To allow for the prompt shipment of reorders and to satisfy our growing e-commerce demand, we carry inventories of certain styles.

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Direct-to-Consumer

Our Brand Portfolio segment includes the operations of several e-commerce websites, including naturalizer.com, naturalizer.ca, vionicshoes.com, samedelman.com, allenedmonds.com, drschollsshoes.com, lifestride.com, francosarto.com, ryka.com, bzees.com and zodiacshoes.com, which offer substantially the same product selection to consumers as we sell to our wholesale customers.

Our Brand Portfolio segment includes the operation of several e-commerce websites, including naturalizer.com, naturalizer.ca, vionicshoes.com, samedelman.com, allenedmonds.com, drschollsshoes.com, lifestride.com, francosarto.com, ryka.com, bzees.com and zodiacshoes.com, which offer substantially the same product selection to consumers as we sell to our wholesale customers.

Vince.com, blowfishshoes.com, and veronicabeard.com complement our distribution of those brands.

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

We also operate retail stores for certain brands, including Naturalizer, Allen Edmonds and Sam Edelman.

We also operate retail stores for certain brands, including Allen Edmonds, Sam Edelman and Naturalizer.

The number of our Brand Portfolio retail stores at the end of the last three fiscal years was as follows:

Allen Edmonds

At the end of 2020, we operated 50 Naturalizer stores in Canada, 25 in the United States and five in China.

In November 2020, we announced that, with the exception of a limited number of flagship locations, we planned to close all Naturalizer retail stores in the United States and Canada.

During 2020, we operated 69 Allen Edmonds stores in the United States, each averaging approximately 1,600 square feet.

We operated 13 Sam Edelman stores in the United States and eight in China at the end of 2020, each averaging approximately 2,400 square feet.

At the end of 2021, we operated 61 Allen Edmonds stores in the United States, each averaging approximately 1,500 square feet.

We expect to close approximately five Allen Edmonds stores in 2022, as we continue to align our real estate and e-commerce strategies.

We operated seven Sam Edelman stores in the United States and 16 in China at the end of 2021, each averaging approximately 2,300 square feet.

After closing the majority of our Naturalizer retail stores at the beginning of 2021, we ended the year with two flagship Naturalizer stores in the United States.

We anticipate expanding our Sam Edelman and Naturalizer presence in China in 2022 with the opening of approximately 14 Sam Edelman stores and two Naturalizer stores.

We continue to build on the recognition of our portfolio of brands to create differentiation and consumer loyalty.

Our marketing teams are responsible for the development and implementation of innovative marketing programs that serve the consumer facing needs of our portfolio of brands as well as that of our retail partners.

In 2020, we spent approximately $33.0 million in advertising and marketing support for our Brand Portfolio segment, including digital marketing and social media, consumer media advertising, product placement, production, print, trade shows and in-store displays.

In 2021, we spent approximately $50.2 million in advertising and marketing support for our Brand Portfolio segment, including digital marketing and social media, consumer media advertising, print, production, product placement, trade shows and in-store displays.

The marketing teams are also responsible for driving the development of branding and content for our brand websites.

We continually focus on enhancing the effectiveness of these marketing efforts through consumer insights, market research, product development and marketing communications that collectively address the ever-changing lives and needs of our consumers.

Our marketing teams are instrumental in continuing to drive growth in e-commerce sales, producing relevant and purpose-driven brand positioning and creating meaningful connections with consumers that have increased awareness and loyalty across our portfolio.

and loyalty across our portfolio.

We continue to leverage consumer insights and data to inform marketing initiatives to capture a greater share of our target consumers’ spend as well as reach new audiences with a high propensity to purchase our products.

Product Development, Sourcing and Manufacturing Operations

We develop and source footwear for our Brand Portfolio segment and also a portion of the footwear sold by our Famous Footwear segment.

We develop and source footwear for our Brand Portfolio segment.

We have sourcing and product development offices in Clayton, Missouri;

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Florence, Italy;

Ho Chi Minh City, Vietnam;

Hong Kong and Addis Ababa, Ethiopia.

Ho Chi Minh City, Vietnam and Hong Kong.

In addition, we have manufacturing facilities in Port Washington, Wisconsin and Santiago, Dominican Republic that manufacture our Allen Edmonds footwear.

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Our designers monitor trends in fashion footwear and apparel and work closely with retailers to identify consumer footwear preferences.

Our design teams create collections of footwear, and our product development and sourcing offices convert those designs into new footwear styles.

Our design teams create collections of footwear, and our sourcing and product development offices convert those designs into new footwear styles.

We operate a sample-making facility in Dongguan, China that allows us to have greater control over our product development in terms of accuracy, execution and speed-to-market.

Our long-range plans include further expansion into new markets outside of China, growing our use of 3D design technology in developing new product, and continuing to drive excellence in product value and execution in a rapidly changing manufacturing landscape.

Our long-range plans include further expansion into new markets outside of China, particularly those in Vietnam, growing our use of 3D design technology in developing new product, and continuing to drive excellence in product value and execution in a rapidly changing manufacturing landscape.

Our distribution center campus in Chino, California, which opened in 2018, provides additional shipping flexibility, operational efficiencies and an expansion of our logistics infrastructure capacity.

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In certain countries, we use agents to facilitate and manage the development, production and shipment of product.

We attribute our ability to achieve consistent quality, competitive prices and on-time delivery to the breadth of these established relationships.

We attribute our ability to achieve consistent quality, competitive prices and on-time delivery to the breadth of these established relationships, as well as steps we have taken to digitize many aspects of our end-to-end supply chain processes to enable mutually beneficial workload efficiency, visibility and agility.

While we generally do not have significant contractual commitments with our suppliers, we do enter into sourcing agreements with certain independent sourcing agents.

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In addition, our Port Washington facility serves our recrafting operations, which allows the Allen Edmonds consumer to extend the life of their footwear, restoring their shoes to nearly their original state.

At January 30, 2021, our Brand Portfolio segment had a backlog of unfilled wholesale orders of approximately $218.2 million, compared to $295.4 million on February 1, 2020.

At January 29, 2022, our Brand Portfolio segment had a backlog of unfilled wholesale orders of approximately $452.4 million, compared to $218.2 million on January 30, 2021.

Most orders are for delivery within the next 90 to 120 days.

Orders are subject to cancellation, and many of our wholesale partners canceled orders during the first half of 2020 due to the business impact of COVID-19 resulting in the temporary closure of their retail stores.

However, prior to 2020, we have not experienced significant cancellations of orders.

The decrease in our backlog order levels reflects fewer orders as our wholesale customers shift to responding to consumer demand in-season, resulting in fewer upfront orders, as well as the ongoing economic impact of the COVID-19 pandemic.

The backlog at any particular time is affected by a number of factors, including seasonality, the continuing trend among customers to reduce the lead time on their orders, capacity shifts at international manufacturers, and the volume of retail

replenishment and e-commerce drop ship orders that are received immediately rather than in advance.

Orders are subject to cancellation;

however, with the exception of the cancellations we experienced in 2020 associated with the impact of the COVID-19 pandemic on our wholesale partners, we have not experienced significant cancellations of orders.

The increase in our backlog order levels reflects the delayed receipt of inventory due to global supply chain disruptions and higher demand.

Depending on the timing of receipt of this inventory, certain customers may request price concessions or choose to cancel their orders.

The backlog at any particular time is affected by a number of factors, including supply chain disruptions as mentioned previously, seasonality and capacity shifts at international manufacturers.

We are actively working to diversify and leverage our sourcing model to help offset the impact of the supply chain challenges, but expect the disruptions to continue into 2022.

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

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Chief Executive Officer and Chairman of the Board of Directors

Senior Vice President, Chief Human Resources Officer

Vice President, General Counsel and Secretary

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Senior Vice President, Strategic Projects

Chief Marketing Officer

Senior Vice President, Chief Logistics Officer

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

Bass , Senior Vice President, Chief Human Resources Officer since September 2019.

Owner and Principal Consultant, Angela A.

Bass Consulting, LLC from August 2017 to August 2019.

Executive Vice President of Global Human Resources, Performance Sports Group Ltd from January 2012 to July 2017.

Burke , Vice President, General Counsel and Secretary since August 2016.

33 unchanged sentences

Senior Vice President, Human Resources from March 2002 to May 2005.

Olsen , Chief Marketing Officer since June 2021.

Chief Marketing Officer, UNTUCKit from January 2018 to June 2021.

Various consulting roles from June 2015 to January 2018.

Vice President, Media Marketing, Yahoo from June 2014 to June 2015.

Chief Marketing Officer, Stich Fix from September 2013 to March 2014.

Chief Marketing Officer, Crate & Barrel from May 2011 to August 2013.

Various marketing roles at Gap, Inc.

from 2001 to 2011 including Vice President, Marketing, Piperlime.

Schmitt , Senior Vice President, Chief Logistics Officer since September 2018.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business