3 unchanged sentences
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
January 28, 2023
33 unchanged sentences
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Cost of goods sold
14 unchanged sentences
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Other comprehensive income (loss) ("OCI"), net of tax:
1 unchanged sentence
Pension and other postretirement benefits adjustments
−Removed: Other comprehensive income, net of tax
+Added: Other comprehensive income (loss), net of tax
Comprehensive income
4 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Operating Activities
39 unchanged sentences
Paid-In Capital
−Removed: BALANCE APRIL 29, 2023
+Added: BALANCE JULY 29, 2023
Foreign currency translation adjustment
Pension and other postretirement benefits adjustments, net of tax of $ 228
−Removed: Comprehensive income
−Removed: Contributions by noncontrolling interests
+Added: Comprehensive (loss) income
Dividends ($ 0.07 per share)
−Removed: Acquisition of treasury stock
Issuance of common stock under share-based plans, net
Share-based compensation expense
+Added: BALANCE OCTOBER 28, 2023
BALANCE JULY 30, 2022
−Removed: BALANCE APRIL 30, 2022
Foreign currency translation adjustment
1 unchanged sentence
Comprehensive income (loss)
+Added: Contributions by noncontrolling interests
Dividends ($ 0.07 per share)
Acquisition of treasury stock
−Removed: ( 1,083,496 )
Issuance of common stock under share-based plans, net
Share-based compensation expense
−Removed: BALANCE JULY 30, 2022
+Added: BALANCE OCTOBER 29, 2022
Total Caleres, Inc.
13 unchanged sentences
Share-based compensation expense
−Removed: BALANCE JULY 29, 2023
+Added: BALANCE OCTOBER 28, 2023
BALANCE JANUARY 29, 2022
9 unchanged sentences
Share-based compensation expense
−Removed: BALANCE JULY 30, 2022
+Added: BALANCE OCTOBER 29, 2022
See notes to condensed consolidated financial statements.
17 unchanged sentences
The Company and Brand Investment Holding are each 50 % owners of the joint venture, which is named CLT Brand Solutions (“CLT”).
−Removed: During the thirteen and twenty-six weeks ended July 29, 2023, capital contributions of $ 2.0 million were made to CLT, including $ 1.0 million received from Brand Investment Holding.
−Removed: During the twenty-six weeks ended July 30, 2022, capital contributions of $ 3.0 million were made to CLT, including $ 1.5 million received from Brand Investment Holding.
−Removed: Net sales and operating earnings of CLT for the periods ended July 29, 2023 and July 30, 2022 were as follows:
+Added: During the thirty-nine weeks ended October 28, 2023, capital contributions of $ 2.0 million were made to CLT, including $ 1.0 million received from Brand Investment Holding.
+Added: During the thirty-nine weeks ended October 29, 2022, capital contributions of $ 6.3 million were made to CLT, including $ 3.1 million received from Brand Investment Holding.
+Added: Net sales and operating earnings (loss) of CLT for the periods ended October 28, 2023 and October 29, 2022 were as follows:
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Operating earnings (loss)
2 unchanged sentences
Transactions between the Company and the joint venture have been eliminated in the condensed consolidated financial statements.
−Removed: Supply Chain Financing
−Removed: The Company facilitates a voluntary supply chain finance program (“the Program”) that provides certain of the Company’s suppliers the opportunity to sell receivables related to products that the Company has purchased to participating financial institutions at a rate that leverages the Company’s credit rating, which may be more beneficial to the suppliers than the rate they can obtain based upon their own credit rating.
+Added: Supplier Finance Program
+Added: The Company facilitates a voluntary supplier finance program (“the Program”) that provides certain of the Company’s suppliers the opportunity to sell receivables related to products that the Company has purchased to participating financial institutions at a rate that leverages the Company’s credit rating, which may be more beneficial to the suppliers than the rate they can obtain based upon their own credit rating.
The Company negotiates payment and other terms directly with the suppliers, regardless of whether the supplier participates in the Program, and the Company’s responsibility is limited to making payment based on the terms originally negotiated with the supplier.
The suppliers that participate in the Program have discretion to determine which invoices, if any, are sold to the participating financing institutions.
−Removed: The liabilities to the suppliers that participate in the Program are presented as accounts payable in the Company’s condensed consolidated balance sheets, with changes reflected within cash flows from operating activities when settled.
−Removed: As of July 29, 2023 and July
−Removed: 30, 2022, the Company had $ 32.9 million and $ 39.9 million, respectively, of accounts payable subject to supply chain financing arrangements.
+Added: The liabilities to the suppliers that participate in the Program are presented as accounts payable in the Company’s condensed
+Added: consolidated balance sheets, with changes reflected within cash flows from operating activities when settled.
+Added: As of October 28, 2023 and October 29, 2022, the Company had $ 25.0 million and $ 17.8 million, respectively, of accounts payable subject to the Program arrangements.
P roperty and Equipment, Held for Sale
−Removed: The Company continues to actively market for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri and, as of July 29, 2023, was engaged in discussions with multiple potential buyers.
+Added: The Company continues to actively market for sale its nine -acre corporate headquarters campus (the “Campus”) located in Clayton, Missouri and, as of October 28, 2023, was engaged in discussions with multiple potential buyers.
The Company expects the Campus to qualify as a completed sale within the next year.
−Removed: Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale on the condensed consolidated balance sheets as of July 29, 2023 within the Eliminations and Other category.
−Removed: The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of July 29, 2023.
+Added: Accordingly, the Campus, primarily consisting of land and buildings, has been classified as property and equipment, held for sale on the condensed consolidated balance sheets as of October 28, 2023 within the Eliminations and Other category.
+Added: The Company evaluated the Campus asset group for impairment and determined that no indicators were present as of October 28, 2023.
Note 2 Impact of New Accounting Pronouncements
11 unchanged sentences
Disaggregation of Revenues
−Removed: The following table disaggregates revenue by segment and major source for the periods ended July 29, 2023 and July 30, 2022:
−Removed: Thirteen Weeks Ended July 29, 2023
+Added: The following table disaggregates revenue by segment and major source for the periods ended October 28, 2023 and October 29, 2022:
+Added: Thirteen Weeks Ended October 28, 2023
Eliminations and
10 unchanged sentences
Licensing and royalty
−Removed: Thirteen Weeks Ended July 30, 2022
+Added: Thirteen Weeks Ended October 29, 2022
Eliminations and
10 unchanged sentences
Licensing and royalty
−Removed: Twenty-Six Weeks Ended July 29, 2023
+Added: Thirty-Nine Weeks Ended October 28, 2023
Eliminations and
10 unchanged sentences
Licensing and royalty
−Removed: Twenty-Six Weeks Ended July 30, 2022
+Added: Thirty-Nine Weeks Ended October 29, 2022
Eliminations and
18 unchanged sentences
Retail sales to members of the Company’s loyalty programs, including the Famously You Rewards program, include two performance obligations:
−Removed: the sale of merchandise and the delivery of points that may be redeemed for future purchases.
+Added: the sale of merchandise and the delivery of points that may be converted to savings certificates and redeemed for future purchases.
The transaction price is allocated to the separate performance obligations based on the relative stand-alone selling price.
29 unchanged sentences
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
January 28, 2023
4 unchanged sentences
Changes in contract balances with customers generally reflect differences in relative sales volume for the periods presented.
−Removed: In addition, during the twenty-six weeks ended July 29, 2023, the loyalty programs liability increased $ 22.7 million due to points and material rights earned on purchases and decreased $ 23.8 million due to expirations and redemptions.
−Removed: During the twenty-six weeks ended July 30, 2022, the loyalty programs liability increased $ 24.5 million due to points and material rights earned on purchases and decreased $ 25.8 million due to expirations and redemptions.
+Added: In addition, during the thirty-nine weeks ended October 28, 2023, the loyalty programs liability increased $ 41.9 million due to points and material rights earned on purchases and decreased $ 45.9 million due to expirations and redemptions.
+Added: During the thirty-nine weeks ended October 29, 2022, the loyalty programs liability increased $ 32.5 million due to points and material rights earned on purchases and decreased $ 33.6 million due to expirations and redemptions.
The liability for loyalty programs is presented within other accrued expenses when earned and is generally expected to be recognized as revenue within one year.
The gift card liability is established upon the sale of a gift card and revenue is recognized either upon redemption of the gift card by the consumer or based upon the gift card breakage rate, which is generally within the 24-month period following the sale of the gift card.
−Removed: The following table summarizes the activity in the Company’s allowance for expected credit losses during the twenty-six weeks ended July 29, 2023 and July 30, 2022:
−Removed: Twenty-Six Weeks Ended
+Added: The Company estimates and records an expected lifetime credit loss on accounts receivable by utilizing credit ratings and other customer-related information, as well as historical loss experience.
+Added: The following table summarizes the activity in the Company’s allowance for expected credit losses during the thirty-nine weeks ended October 28, 2023 and October 29, 2022:
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Balance, beginning of period
7 unchanged sentences
The following table sets forth the computation of basic and diluted earnings per common share attributable to Caleres, Inc.
−Removed: shareholders for the periods ended July 29, 2023 and July 30, 2022:
+Added: shareholders for the periods ended October 28, 2023 and October 29, 2022:
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands, except per share amounts)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Net (earnings) loss attributable to noncontrolling interests
8 unchanged sentences
Diluted earnings per common share attributable to Caleres, Inc.
−Removed: There were no outstanding options to purchase shares of common stock for the twenty-six weeks ended July 29, 2023.
−Removed: Options to purchase 16,667 shares of common stock for both the thirteen and twenty-six weeks ended July 30, 2022 were not included in the denominator for diluted earnings per common share attributable to Caleres, Inc.
+Added: There were no outstanding options to purchase shares of common stock for the thirty-nine weeks ended October 28, 2023.
+Added: Options to purchase 16,667 shares of common stock for both the thirteen and thirty-nine weeks ended October 29, 2022 were not included in the denominator for diluted earnings per common share attributable to Caleres, Inc.
shareholders because the effect would be anti-dilutive.
−Removed: As further discussed in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds , the Company has two publicly announced share repurchase programs, the 2019 program and the 2022 program, which permit repurchases up to 5.0 million and 7.0 million shares, respectively.
−Removed: During the thirteen and twenty-six weeks ended July 29, 2023, the Company repurchased 763,000 shares under the 2022 program.
−Removed: During the thirteen and twenty-six weeks ended July 30, 2022, the Company repurchased 1,083,496 and 1,784,820 shares, respectively, under the 2019 and 2022 share repurchase programs.
−Removed: No excise taxes were due on the Company’s share repurchases during the twenty-six weeks ended July 29, 2023 under the provisions of the Inflation Reduction Act of 2022.
+Added: As further discussed in Item 2, Unregistered Sales of Equity Securities and Use of Proceeds , the Company has two publicly announced share repurchase programs.
+Added: The Company did not repurchase any shares under these programs during the thirteen weeks ended October 28, 2023 and repurchased 763,000 shares during the thirty-nine weeks ended October 28, 2023.
+Added: During the thirteen and thirty-nine weeks ended October 29, 2022, the Company repurchased 838,025 and 2,622,845 shares, respectively, under the share repurchase programs.
+Added: No excise taxes were due on the Company’s share repurchases during the thirty-nine weeks ended October 28, 2023 under the provisions of the Inflation Reduction Act of 2022.
Note 5 Restructuring and Other Special Charges
−Removed: The Company incurred costs of approximately $ 1.7 million ( $ 1.2 million on an after-tax basis) during the thirteen and twenty-six weeks ended July 29, 2023 related to expense reduction initiatives, primarily severance.
−Removed: Of the approximately $ 1.7 million in charges presented in restructuring and other special charges on the condensed consolidated statements of earnings, $ 0.9 million is reflected in the Brand Portfolio segment, $ 0.6 million is reflected within the Eliminations and Other category and $ 0.2 million is reflected in the Famous Footwear segment.
−Removed: There were no corresponding costs for the twenty-six weeks ended July 30, 2022.
−Removed: As of July 29, 2023, restructuring reserves of $ 1.5 million were included in other accrued expenses on the condensed consolidated balance sheet.
+Added: The Company incurred costs of $ 2.3 million ( $ 1.7 million on an after-tax basis, or $ 0.05 per diluted share) and $3.9 million ( $ 2.9 million on an after-tax basis, or $ 0.08 per diluted share) during the thirteen and thirty-nine weeks ended October 28, 2023, respectively, associated with its expense reduction initiatives.
+Added: The costs were primarily severance related to organizational changes in the Famous Footwear segment and the Company’s corporate office, as well as severance and other costs to integrate the Blowfish Malibu office and information systems into the St.
+Added: Louis infrastructure .
+Added: Of the $ 2.3 million in charges presented in restructuring and other special charges on the condensed consolidated statements of earnings for the thirteen weeks ended October 28, 2023, $ 1.2 million is reflected in the Famous Footwear segment, $ 0.8 million is reflected in the Brand Portfolio segment and $ 0.3 million is reflected within the Eliminations and Other category.
+Added: Of the $ 3.9 million in charges presented in restructuring and other special charges on the condensed consolidated statements of earnings for the thirty-nine weeks ended October 28, 2023, $ 1.7 million is reflected in the Brand Portfolio segment, $ 1.3 million is reflected in the Famous Footwear segment and $ 0.9 million is reflected within the Eliminations and Other category.
+Added: As of October 28, 2023, restructuring reserves of $ 2.6 million were included in other accrued expenses on the condensed consolidated balance sheet.
+Added: During the thirteen and thirty-nine weeks ended October 29, 2022, the Company incurred costs of $ 2.9 million ( $ 2.7 million on an after-tax basis, or $ 0.07 per diluted share) related to the CFO transition at the corporate headquarters.
+Added: These costs were recognized as restructuring and other special charges in the condensed consolidated statement of earnings within the Eliminations and Other category.
Note 6 Business Segment Information
−Removed: Following is a summary of certain key financial measures for the Company’s business segments for the periods ended July 29, 2023 and July 30, 2022:
+Added: Following is a summary of certain key financial measures for the Company’s business segments for the periods ended October 28, 2023 and October 29, 2022:
($ thousands)
−Removed: Thirteen Weeks Ended July 29, 2023
+Added: Thirteen Weeks Ended October 28, 2023
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Thirteen Weeks Ended July 30, 2022
+Added: Thirteen Weeks Ended October 29, 2022
Intersegment sales (1)
1 unchanged sentence
Segment assets
−Removed: Twenty-Six Weeks Ended July 29, 2023
+Added: Thirty-Nine Weeks Ended October 28, 2023
Intersegment sales (1)
Operating earnings (loss)
−Removed: Twenty-Six Weeks Ended July 30, 2022
+Added: Thirty-Nine Weeks Ended October 29, 2022
Intersegment sales (1)
4 unchanged sentences
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Operating earnings
5 unchanged sentences
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
January 28, 2023
6 unchanged sentences
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
January 28, 2023
8 unchanged sentences
Goodwill and intangible assets, net
−Removed: (1) The carrying amount of intangible assets as of July 29, 2023, July 30, 2022, and January 28, 2023, is presented net of accumulated impairment charges of $ 106.2 million.
−Removed: (2) The carrying amount of goodwill as of July 29, 2023, July 30, 2022, and January 28, 2023, is presented net of accumulated impairment charges of $ 415.7 million.
−Removed: The Company’s intangible assets as of July 29, 2023, July 30, 2022 and January 28, 2023 were as follows:
+Added: (1) The carrying amount of intangible assets as of October 28, 2023, October 29, 2022 and January 28, 2023 is presented net of accumulated impairment charges of $ 106.2 million.
+Added: (2) The carrying amount of goodwill as of October 28, 2023, October 29, 2022 and January 28, 2023 is presented net of accumulated impairment charges of $ 415.7 million.
+Added: The Company’s intangible assets as of October 28, 2023, October 29, 2022 and January 28, 2023 were as follows:
($ thousands)
−Removed: July 29, 2023
+Added: October 28, 2023
Estimated Useful Lives
1 unchanged sentence
Customer relationships
−Removed: July 30, 2022
+Added: October 29, 2022
Estimated Useful Lives
5 unchanged sentences
Customer relationships
−Removed: Amortization expense related to intangible assets was $ 3.0 million for both the thirteen weeks ended July 29, 2023 and July 30, 2022, respectively, and $ 6.1 million for both the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively.
+Added: Amortization expense related to intangible assets was $ 3.0 million for both the thirteen weeks ended October 28, 2023 and October 29, 2022, and $ 9.1 million for both the thirty-nine weeks ended October 28, 2023 and October 29, 2022.
The Company estimates that amortization expense related to intangible assets will be approximately $ 11.9 million in 2023, $ 11.0 million in 2024, 2025 and 2026 , and $ 10.9 million in 2027.
−Removed: Goodwill is tested for impairment at least annually, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test.
−Removed: The Company recorded no goodwill impairment charges during the twenty-six weeks ended July 29, 2023 or July 30, 2022.
+Added: Goodwill is tested for impairment as of the first day of the fourth quarter of each fiscal year, or more frequently if events or circumstances indicate it might be impaired, using either the qualitative assessment or a quantitative fair value-based test.
+Added: The Company recorded no goodwill impairment charges during the thirty-nine weeks ended October 28, 2023 or October 29, 2022.
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.
−Removed: The Company recorded no impairment charges for indefinite-lived intangible assets during the twenty-six weeks ended July 29, 2023 or July 30, 2022.
+Added: The Company recorded no impairment charges for indefinite-lived intangible assets during the thirty-nine weeks ended October 28, 2023 or October 29, 2022.
Note 9 Leases
11 unchanged sentences
Refer to Note 14 to the condensed consolidated financial statements for further discussion of impairment charges on the Company’s operating lease right-of-use assets and property and equipment in retail stores.
−Removed: During the twenty-six weeks ended July 29, 2023, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 55.8 million on the condensed consolidated balance sheets.
−Removed: As of July 29, 2023, the Company has entered into lease commitments for 11 retail locations for which the leases have not yet commenced.
−Removed: The Company anticipates that seven leases will begin in the current fiscal year, three leases will begin in fiscal 2024 and one lease will begin in fiscal 2025.
+Added: During the thirty-nine weeks ended October 28, 2023, the Company entered into new or amended leases that resulted in the recognition of right-of-use assets and lease obligations of $ 94.3 million on the condensed consolidated balance sheets.
+Added: As of October 28, 2023, the Company has entered into lease commitments for 11 retail locations for which the leases have not yet commenced.
+Added: The Company anticipates that six leases will begin in the current fiscal year, four leases will begin in fiscal 2024 and one lease will begin in fiscal 2025.
Upon commencement, right-of-use assets and lease liabilities of approximately $ 5.2 million, $ 3.1 million and $ 0.3 million will be recorded on the condensed consolidated balance sheets in 2023 , 2024 and 2025 , respectively.
−Removed: The components of lease expense for the thirteen and twenty-six weeks ended July 29, 2023 and July 30, 2022 were as follows:
+Added: The components of lease expense for the thirteen and thirty-nine weeks ended October 28, 2023 and October 29, 2022 were as follows:
Thirteen Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Operating lease expense
2 unchanged sentences
Total lease expense
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Operating lease expense
4 unchanged sentences
Supplemental cash flow information related to leases is as follows:
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Cash paid for lease liabilities
18 unchanged sentences
The Credit Agreement also contains certain other covenants and restrictions.
−Removed: The Company was in compliance with all covenants and restrictions under the Credit Agreement as of July 29, 2023.
−Removed: At July 29, 2023, the Company had $ 244.0 million of borrowings outstanding and $ 10.7 million in letters of credit outstanding under the Credit Agreement.
−Removed: Total additional borrowing availability was $ 245.3 million at July 29, 2023.
+Added: The Company was in compliance with all covenants and restrictions under the Credit Agreement as of October 28, 2023.
+Added: At October 28, 2023, the Company had $ 222.0 million of borrowings outstanding and $ 10.6 million in letters of credit outstanding under the Credit Agreement.
+Added: Total additional borrowing availability was $ 267.4 million at October 28, 2023.
Note 11 Shareholders’ Equity
Accumulated Other Comprehensive Loss
−Removed: The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended July 29, 2023 and July 30, 2022:
+Added: The following table sets forth the changes in accumulated other comprehensive loss (OCL) by component for the periods ended October 28, 2023 and October 29, 2022:
Postretirement
3 unchanged sentences
(Loss) Income
−Removed: Balance at April 29, 2023
−Removed: Other comprehensive income before reclassifications
+Added: Balance at July 29, 2023
+Added: Other comprehensive loss before reclassifications
Reclassifications:
1 unchanged sentence
Net reclassifications
−Removed: Other comprehensive income
+Added: Other comprehensive (loss) income
+Added: Balance at October 28, 2023
Balance at July 30, 2022
−Removed: Balance at April 30, 2022
−Removed: Other comprehensive income before reclassifications
+Added: Other comprehensive loss before reclassifications
Reclassifications:
1 unchanged sentence
Net reclassifications
−Removed: Other comprehensive income
−Removed: Balance at July 30, 2022
+Added: Other comprehensive (loss) income
+Added: Balance at October 29, 2022
Balance at January 28, 2023
4 unchanged sentences
Other comprehensive (loss) income
−Removed: Balance at July 29, 2023
+Added: Balance at October 28, 2023
Balance at January 29, 2022
−Removed: Other comprehensive income before reclassifications
+Added: Other loss income before reclassifications
Reclassifications:
1 unchanged sentence
Net reclassifications
−Removed: Other comprehensive income
−Removed: Balance at July 30, 2022
+Added: Other comprehensive (loss) income
+Added: Balance at October 29, 2022
(1) Amounts reclassified are included in other income, net.
1 unchanged sentence
Note 12 Share-Based Compensation
−Removed: The Company recognized share-based compensation expense of $ 4.0 million and $ 4.4 million during the thirteen weeks and $ 6.9 million and $ 8.2 million during the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively.
−Removed: The Company had net issuances of 28,494 and 87,947 shares of common stock during the thirteen weeks ended July 29, 2023 and July 30, 2022, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.
−Removed: During the twenty-six weeks ended July 29, 2023 and July 30, 2022, the Company had net issuances of 587,341 and 600,455 shares of common stock, respectively, related to share-based plans.
+Added: The Company recognized share-based compensation expense of $ 4.1 million and $ 5.0 million during the thirteen weeks and $ 10.9 million and $ 13.2 million during the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively.
+Added: The Company had net issuances of 3,365 and 20,699 shares of common stock during the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock grants issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.
+Added: During the thirty-nine weeks ended October 28, 2023 and October 29, 2022, the Company had net issuances of 590,706 and 621,154 shares of common stock, respectively, related to share-based plans.
Restricted Stock
−Removed: The following table summarizes restricted stock activity for the periods ended July 29, 2023 and July 30, 2022:
+Added: The following table summarizes restricted stock activity for the periods ended October 28, 2023 and October 29, 2022:
Thirteen Weeks Ended
Thirteen Weeks Ended
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
of Restricted
of Restricted
−Removed: April 29, 2023
−Removed: April 30, 2022
July 29, 2023
July 30, 2022
−Removed: Twenty-Six Weeks Ended
−Removed: Twenty-Six Weeks Ended
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: Thirty-Nine Weeks Ended
+Added: Thirty-Nine Weeks Ended
+Added: October 28, 2023
+Added: October 29, 2022
of Restricted
2 unchanged sentences
January 29, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: Of the 33,610 restricted shares the Company granted during the thirteen weeks ended July 29, 2023, 23,268 have a cliff-vesting term of one year and 10,342 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years .
−Removed: Of the 579,994 restricted shares granted during the twenty-six weeks ended July 29, 2023, 543,926 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years , 23,268 shares have a cliff-vesting term of one year , 7,000 shares have a graded vesting term of three years , with 50 % vesting after eighteen months and 50 % after three years , and 5,800 shares have a cliff-vesting term of two years .
−Removed: The Company granted 10,470 restricted shares during the thirteen weeks ended July 30, 2022, which have a cliff-vesting term of one year .
−Removed: Of the 681,670 restricted shares the Company granted during the twenty-six weeks ended July 30, 2022, 671,200 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years and 10,470 shares have a cliff-vesting term of one year .
+Added: October 28, 2023
+Added: October 29, 2022
+Added: The Company granted 10,906 restricted shares during the thirteen weeks ended October 28, 2023, which have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years .
+Added: Of the 590,900 restricted shares granted during the thirty-nine weeks ended October 28, 2023, 554,832 shares have a graded vesting term of three years , with 50 % vesting after two years and 50 % after three years , 23,268 shares have a cliff-vesting term of one year , 7,000 shares have a graded vesting term of three years , with 50 % vesting after eighteen months and 50 % after three years , and 5,800 shares have a cliff-vesting term of two years .
+Added: The Company granted 45,050 restricted shares during the thirteen weeks ended October 29, 2022, which have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years .
+Added: Of the 726,720 restricted shares the Company granted during the thirty-nine weeks ended October 29, 2022, 716,250 shares have a graded-vesting term of three years , with 50 % vesting after two years and 50 % after three years and 10,470 shares have a cliff-vesting term of one year .
Performance Awards
−Removed: During the twenty-six weeks ended July 29, 2023, the Company granted performance share awards for a targeted 276,434 shares, with a weighted-average grant date fair value of $ 23.12 in connection with the 2023 performance award (2023 – 2025 performance period).
−Removed: During the twenty-six weeks ended July 30, 2022, the Company granted performance share awards for a targeted 87,750 shares, with a weighted-average grant date fair value of $ 20.99 in connection with the 2020 performance award (2020 – 2022 performance period).
+Added: During the thirty-nine weeks ended October 28, 2023, the Company granted performance share awards for a targeted 276,434 shares, with a weighted-average grant date fair value of $ 23.12 in connection with the 2023 performance award (2023 – 2025 performance period).
+Added: During the thirty-nine weeks ended October 29, 2022, the Company granted performance share awards for a targeted 87,750 shares, with a weighted-average grant date fair value of $ 20.99 in connection with the 2020 performance award.
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 attainment of certain financial goals for the service period and individual achievement of strategic initiatives over the cumulative period of the award.
1 unchanged sentence
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.
−Removed: During the twenty-six weeks ended July 30, 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $ 8.3 million and a maximum value of $ 16.6 million.
+Added: In connection with the Company’s CFO transition during the thirteen weeks ended October 29, 2022, the Company approved the accelerated vesting of 30,000 performance-based share awards, representing two of the four award tranches from the 2020 performance award.
+Added: The performance conditions had been satisfied for the two award tranches based on the achievement of financial goals for the 2020 and 2021 fiscal periods.
+Added: The modification to accelerate vesting eliminated the remaining service requirement.
+Added: These awards had a weighted-average grant date fair value of $ 13.05 per share, but were revalued using a fair value on the date of modification of $ 24.31 per share.
+Added: The modification of these awards resulted in incremental compensation expense of $ 0.4 million, which is presented in restructuring and other special charges on the condensed consolidated statements of earnings for the thirteen and thirty-nine weeks ended October 29, 2022.
+Added: During the thirty-nine weeks ended October 29, 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $ 8.3 million and a maximum value of $ 16.6 million.
This award, which vests after a three-year period, is dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.
8 unchanged sentences
Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s condensed consolidated statements of earnings.
−Removed: The Company granted 47,873 and 38,104 RSUs to non-employee directors, including 1,337 and 1,459 for dividend equivalents, during the thirteen weeks ended July 29, 2023 and July 30, 2022, respectively, with weighted-average grant date fair values of $ 19.46 and $ 27.66 , respectively.
−Removed: The Company granted 49,295 and 40,011 RSUs to non-employee directors, including 2,759 and 3,366 and for dividend equivalents, during the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively, with weighted-average grant date fair values of $ 19.52 and $ 27.33 , respectively.
+Added: The Company granted 1,081 and 1,314 RSUs for dividend equivalents, during the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively, with weighted-average grant date fair values of $ 28.80 and $ 24.30 , respectively.
+Added: The Company granted 50,376 and 41,325 RSUs to non-employee directors, including 3,840 and 4,680 and for dividend equivalents, during the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively, with weighted-average grant date fair values of $ 19.72 and $ 27.23 , respectively.
Note 13 Retirement and Other Benefit Plans
5 unchanged sentences
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Interest cost
3 unchanged sentences
Prior service income
+Added: Settlement cost
Total net periodic benefit income
1 unchanged sentence
Other Postretirement Benefits
−Removed: Twenty-Six Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Interest cost
3 unchanged sentences
Prior service income
+Added: Settlement cost
Total net periodic benefit income
3 unchanged sentences
Fair Value Hierarchy
−Removed: 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
−Removed: inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”).
+Added: 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:
17 unchanged sentences
The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1).
+Added: Non-Qualified Restoration Plan Liabilities
+Added: In 2023, the Company adopted a non-qualified restoration deferred compensation plan (the “Restoration Plan”) for the benefit of certain members of executive management.
+Added: The Restoration Plan provides an incremental retirement benefit to key executives whose contributions to qualified retirement plans are limited by Internal Revenue Service annual compensation maximums.
+Added: The investment funds offered to the participants generally correspond to the funds offered in the Company’s 401(k) plan.
+Added: Upon the initial contribution to the Restoration Plan, which is expected to be in January 2024, the plan assets and liabilities will fluctuate with the returns on the investment funds.
+Added: The deferrals will be held in a separate trust, which will be established by the Company to administer the Restoration Plan.
+Added: The assets of the trust will be subject to the claims of the Company’s creditors in the event that the Company becomes insolvent.
+Added: The liabilities of the Restoration Plan are presented in other accrued expenses in the condensed consolidated balance sheet as of October 28, 2023.
Deferred Compensation Plan for Non-Employee Directors
10 unchanged sentences
Additional information related to RSUs for non-employee directors is disclosed in Note 12 to the condensed consolidated financial statements.
−Removed: The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at July 29, 2023, July 30, 2022 and January 28, 2023.
−Removed: During the twenty-six weeks ended July 29, 2023 and July 30, 2022, there were no transfers into or out of Level 3.
+Added: The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at October 28, 2023, October 29, 2022 and January 28, 2023.
+Added: During the thirty-nine weeks ended October 28, 2023 and October 29, 2022, there were no transfers into or out of Level 3.
Fair Value Measurements
1 unchanged sentence
Asset (Liability)
−Removed: July 29, 2023:
+Added: October 28, 2023:
Non-qualified deferred compensation plan assets
Non-qualified deferred compensation plan liabilities
+Added: Non-qualified restoration plan liabilities
Deferred compensation plan liabilities for non-employee directors
Restricted stock units for non-employee directors
−Removed: July 30, 2022:
+Added: October 29, 2022:
Non-qualified deferred compensation plan assets
12 unchanged sentences
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 .
−Removed: Long-lived assets held and used with a carrying amount of $ 552.4 million and $ 555.0 million at July 29, 2023 and July 30, 2022, respectively, were assessed for indicators of impairment.
−Removed: This assessment resulted in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores, and in the twenty-six weeks ended July 30, 2022, capitalized software.
+Added: Long-lived assets held and used with a carrying amount of $ 559.0 million and $ 564.6 million at October 28, 2023 and October 29, 2022, respectively, were assessed for indicators of impairment.
+Added: This assessment resulted
+Added: in impairment charges for operating lease right-of-use assets, leasehold improvements and furniture and fixtures in the Company’s retail stores, and in the thirty-nine weeks ended October 29, 2022, capitalized software.
Thirteen Weeks Ended
−Removed: Twenty-Six Weeks Ended
+Added: Thirty-Nine Weeks Ended
($ thousands)
−Removed: July 29, 2023
−Removed: July 30, 2022
−Removed: July 29, 2023
−Removed: July 30, 2022
+Added: October 28, 2023
+Added: October 29, 2022
+Added: October 28, 2023
+Added: October 29, 2022
Long-Lived Asset Impairment Charges
4 unchanged sentences
The fair values of cash and cash equivalents, receivables and trade accounts payable approximate their carrying values due to the short-term nature of these instruments.
−Removed: The fair values of the borrowings under revolving credit agreement of $ 244.0 million and $ 348.5 million as of July 29, 2023 and July 30, 2022, respectively, approximate their carrying values due to the short-term nature of the borrowings (Level 1).
+Added: The fair values of the borrowings under revolving credit agreement of $ 222.0 million and $ 364.5 million as of October 28, 2023 and October 29, 2022, respectively, approximate their carrying values due to the short-term nature of the borrowings (Level 1).
Note 15 Income Taxes
The Company’s consolidated effective tax rate can vary considerably from period to period, depending on a number of factors.
−Removed: The Company’s consolidated effective tax rates were 25.6 % and 25.3 % for the thirteen weeks ended July 29, 2023 and July 30, 2022, respectively.
−Removed: The Company’s consolidated effective tax rates were 24.5 % and 25.5 % for the twenty-six weeks ended July 29, 2023 and July 30, 2022, respectively.
−Removed: The lower effective tax rate for the twenty-six weeks ended July 29, 2023 was primarily driven by discrete tax benefits of $ 0.6 million related to the Company’s share-based compensation.
−Removed: As of July 29, 2023, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s foreign subsidiaries that are not subject to United States income tax, beyond the amounts recorded for the one-time transition tax for the mandatory deemed repatriation of cumulative international earnings, as required by the Tax Cuts and Jobs Act.
+Added: The Company’s consolidated effective tax rates were 23.5 % and 26.2 % for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively.
+Added: The higher effective tax rate for the third quarter of 2022 was driven by an increase in permanent adjustments, primarily the non-deductible portion of executive compensation.
+Added: The Company’s consolidated effective tax rates were 24.1 % and 25.7 % for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively.
+Added: The lower effective tax rate for the thirty-nine weeks ended October 28, 2023 was driven by discrete tax benefits of $ 0.9 million, primarily related to the Company’s share-based compensation.
+Added: As of October 28, 2023, no deferred taxes have been provided on the accumulated unremitted earnings of the Company’s foreign subsidiaries that are not subject to United States income tax, beyond the amounts recorded for the one-time transition tax for the mandatory deemed repatriation of cumulative international earnings, as required by the Tax Cuts and Jobs Act.
The Company periodically evaluates its international investment opportunities and plans, as well as its international working capital needs, to determine the level of investment required and, accordingly, determines the level of international earnings that is considered indefinitely reinvested.
8 unchanged sentences
In 2016, the Company submitted a revised plan to address on-site conditions, including direct treatment of source areas, and received approval from the oversight authorities to begin implementing the revised plan.
−Removed: The Company received permission from the oversight authorities to convert the pump and treat system to a passive treatment barrier system and completed the conversion during the second quarter of 2023.
+Added: received permission from the oversight authorities to convert the pump and treat system to a passive treatment barrier system and completed the conversion during the second quarter of 2023.
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.
4 unchanged sentences
The Company continues to implement the expanded remedy work plan that was approved by the oversight authorities in 2015 and to work with the oversight authorities on the off-site work plan.
−Removed: The cumulative expenditures for both on-site and off-site remediation through July 29, 2023 were $ 33.7 million.
+Added: The cumulative expenditures for both on-site and off-site remediation through October 28, 2023 were $ 34.0 million.
The Company has recovered a portion of these expenditures from insurers and other third parties.
−Removed: The reserve for the anticipated future remediation activities at July 29, 2023 is $ 9.5 million, of which $ 8.5 million is recorded within other liabilities and $ 1.0 million is recorded within other accrued expenses.
−Removed: Of the total $ 9.5 million reserve, $ 4.8 million is for on-site remediation and $ 4.7 million is for off-site remediation.
+Added: The reserve for the anticipated future remediation activities at October 28, 2023 is $ 9.4 million, of which $ 8.4 million is recorded within other liabilities and $ 1.0 million is recorded within other accrued expenses.
+Added: Of the total $ 9.4 million reserve, $ 4.8 million is for off-site remediation and $ 4.6 million is for on-site remediation.
The liability for the on-site remediation was discounted at 4.8 %.
−Removed: On an undiscounted basis, the on-site remediation liability would be $ 13.2 million as of July 29, 2023.
+Added: On an undiscounted basis, the on-site remediation liability would be $ 13.2 million as of October 28, 2023.
The Company expects to spend approximately $ 0.6 million in 2023, $ 0.1 million in each of the following four years and $ 12.2 million in the aggregate thereafter related to the on-site remediation.
8 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.