What changed in this filing

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Item 1. Business

2024-04-02 compared with 2023-03-28 · 95 added, 87 removed, 227 unchanged (44% of the section changed)

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Caleres, Inc.

(the "Company"), originally founded as Brown Shoe Company in 1878 and incorporated in 1913, is a global footwear company.

(the "Company"), originally founded as Brown Shoe Company in 1878 and incorporated in 1913, is a global footwear company that operates retail shoe stores and e-commerce websites, and designs, develops, sources, manufactures and distributes footwear for people of all ages.

Our mission is to inspire people to feel great...feet first.

We meet consumers where they want to shop, whether in-store or online.

We employ our “One Caleres” capabilities – design, sourcing, speed and marketing, working in unison to accelerate growth.

The Company’s business operations are organized into two reportable segments—Famous Footwear and Brand Portfolio.

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The Brand Portfolio segment offers retailers and consumers a carefully cultivated portfolio of leading brands.

This segment is comprised of wholesale operations that designs, develops, sources, manufactures, markets and distributes branded, licensed and private-label footwear primarily to online retailers, national chains, department stores, mass merchandisers and independent retailers, as well as Company-owned Famous Footwear, Sam Edelman, Naturalizer and Allen Edmonds stores and e-commerce businesses.

It also includes the Sam Edelman, Naturalizer and Allen Edmonds retail stores, including 63 stores in the United States and 29 stores in China at the end of 2022, and the e-commerce businesses for our Company-owned brands.

This segment is comprised of wholesale operations that designs, develops, sources, manufactures, markets and distributes branded, licensed and private-label footwear primarily to online retailers, national chains, department stores, independent retailers and mass merchandisers, as well as Company-owned Famous Footwear, Sam Edelman, Naturalizer and Allen Edmonds stores and e-commerce businesses.

It also includes the Sam Edelman, Naturalizer and Allen Edmonds retail stores, including 62 stores in the United States and 36 stores in East Asia at the end of 2023, and the e-commerce businesses for our Company-owned brands.

Our net sales are comprised of four major categories:

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FAMOUS FOOTWEAR

Our Famous Footwear segment is one of America’s leading family-branded footwear retailers.

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

Our core consumers are those who seek leading national brands of athletic, casual and fashion 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 Nike, Skechers, adidas, Vans, Crocs, Converse, Puma, Birkenstock, New Balance, Under Armour, Dr.

Martens, Asics, Timberland, Bearpaw, Skechers, and HeyDude, as well as company-owned and licensed brands including LifeStride, Dr.

Scholl’s Shoes, Blowfish Malibu and Naturalizer, among others.

Our Famous Footwear segment, which is one of America’s leading family-branded footwear retailers, was founded on a simple idea:

that everyone deserves to feel the joy that comes from a new pair of shoes.

We seek to meet the needs of the millennial family and others by providing an assortment of trend-right, brand-name fashion, casual and athletic footwear at a great price.

Brands carried at Famous Footwear include Nike, Skechers, Crocs, adidas, Converse, Vans, HeyDude, Puma, Birkenstock, New Balance, Bearpaw, Under Armour, Dr.

Martens, Asics and Timberland, among others, as well as company-owned and licensed brands including Dr.

Scholl’s Shoes, LifeStride, Naturalizer and Blowfish Malibu.

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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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, incentives based upon purchase continuity and other periodic promotional offers.

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 purchases, product previews, incentives based upon purchase continuity and other periodic promotional offers.

Our Famous Footwear websites allow members of Rewards to view their points status and purchase history, manage profile settings and engage further with the brand.

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Famous Footwear also uses regional third-party pooled distribution sites across the country.

Famous Footwear’s marketing programs include e-commerce advertising, digital marketing and social media, direct mail and in-store advertisements, all of which are designed to further develop and reinforce the Famous Footwear brand and strengthen our connection with consumers.

Famous Footwear’s marketing programs include e-commerce advertising, television advertising, digital marketing and social media, direct mail and in-store advertisements, all of which are designed to further develop and reinforce the Famous Footwear brand and strengthen our connection with consumers.

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.

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BRAND PORTFOLIO

Our Brand Portfolio segment offers retailers and consumers a portfolio of leading brands by designing, developing, sourcing, manufacturing, marketing and distributing branded footwear for women, men and children at a variety of price points.

Our Brand Portfolio segment offers consumers and retailers a portfolio of leading footwear brands.

We design, develop, source, manufacture, market and distribute our branded footwear for women, men and kids at a variety of price points.

Certain of our branded footwear products are sold under brand names that are owned by the Company and others are developed pursuant to licensing agreements.

Our Brand Portfolio segment also sells footwear on a direct-to-consumer basis through our branded retail stores and e-commerce businesses.

Our Brand Portfolio segment also sells footwear on a direct-to-consumer basis through our branded retail stores and e-commerce businesses, including our brand websites.

Portfolio of Brands

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

Since 2004, Sam Edelman has been synonymous with aspirational luxury and on-trend 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, ready-to-wear, outerwear, denim, belts, small leather-goods 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.

Sam Edelman :

The Sam Edelman brand, which is celebrating its 20 th anniversary in 2024, has been synonymous with aspirational luxury and on-trend style since 2004.

Inspired by timeless American elegance, designer Sam Edelman’s innate understanding of the consumer 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, ready-to-wear, outerwear, denim, handbags, belts, hosiery and children’s shoes.

The full range of Sam Edelman products is sold through Sam Edelman retail stores and online at samedelman.com and

samedelman.ca, in addition to department stores, national chains and independent retailers around the world with suggested retail prices ranging from $100 to $300.

Beyond the Sam Edelman brand, designer Sam Edelman created contemporary lifestyle brand, Circus NY (“Circus”) by Sam Edelman.

Circus offers a growing assortment of product categories, including denim and sunglasses, primarily sold online at circusny.com and in top contemporary wholesale and e-commerce retailers at suggested retail price points from $60 to $150.

Sam Edelman relaunched Sam & Libby for the spring of 2024 with a fresh take on the namesake brand.

Sam & Libby will be available in department stores and specialty retailers across the United States at suggested retail prices from $50 to $110.

Naturalizer :

Since 1927, Naturalizer has put women first.

As the first brand ever to design shoes to the contours of a woman’s foot, the brand is known for crafting beautiful, modern styles that look and feel exceptional, inside and out.

Naturalizer’s legendary emphasis on fit and elegant simplicity launched a brand that became known as “the shoe with the beautiful fit.” The brand’s mission of inclusivity supports the vision to have every woman in Naturalizer shoes.

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

Naturalizer footwear is also distributed through wholesale partners in 34 countries around the world and approximately 45 retail stores.

In 2024, Naturalizer plans to re-enter China with its newly created global flagship store design, as well as a digital relaunch.

Suggested retail price points range from $79 for shoes to $265 for boots.

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

Vionic is dedicated to harnessing science, ingenuity and input from medical professionals, athletes and raving fans to make shoes that bring balance to our lives.

Vionic is dedicated to harnessing science, ingenuity and input from medical professionals and athletes to make shoes that bring balance to our lives.

The fusion between dynamic movement and grounded stability is how our exclusive Vio Motion Technology solves whole body balance.

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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.

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 flagship retail store.

Naturalizer footwear is also distributed through wholesale partners in 34 countries around the world and approximately 45 retail stores.

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

Allen Edmonds :

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Allen Edmonds, founded in 1922, is a brand of premium men’s footwear, apparel, leather goods and accessories, built on its United States manufacturing heritage.

Allen Edmonds products are available at our 56 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.

LifeStride is made for the woman on-the-go, with SoftSystem comfort in every shoe, so she does not have to sacrifice comfort or style for the price.

The brand is sold in national chains, our Famous Footwear retail stores, online, including lifestride.com, and department stores at suggested retail price points ranging from $60 for shoes to $130 for boots.

Allen Edmonds products are available at our 57 Allen Edmonds stores in the United States, including eight Port Washington Studio stores, online at allenedmonds.com and allenedmonds.ca and at select retailers worldwide.

Suggested retail price points range from $245 for shoes to $950 for boots.

Scholl’s Shoes :

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Scholl’s Shoes remains forever passionate about creating iconic, effortless footwear for a healthy life.

In 2024, the brand is celebrating its 100 th anniversary, marked by when Dr.

William Scholl opened his first comfort foot shop in 1924.

The brand became a fashion icon in 1959 with the debut of the Original Wooden Exercise Sandal worn by fashion icons across decades.

Scholl’s Shoes continues its legacy of iconic fashion and innovative comfort today.

This footwear reaches consumers at a wide range of distribution channels, including national chains, department stores, mass merchandisers, online, including drschollshoes.com, our Famous Footwear retail stores and independent retailers.

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Scholl’s Shoes in the United States, Canada and Latin America.

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

LifeStride is made for the woman on-the-go, with SoftSystem comfort in every shoe, so she does not have to sacrifice comfort or style for the price.

Franco Sarto :

Since 1990, Franco Sarto has embodied timeless, wearable styles inspired by the craft and design of Italian footwear.

Today, designed in Italy by Creative Director, Gionata Pagni, this still holds true.

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 $99 for shoes to $290 for boots.

Blowfish Malibu :

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Suggested retail price points range from $30 for shoes to $90 for boots.

Franco Sarto:

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

For over 30 years, Rykä has been innovating athletic footwear exclusively for a woman’s foot.

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Vince creates elevated yet understated pieces for every day.

The brand is primarily sold in premier department stores, online, national chains and specialty retailers at suggested price points from $275 for shoes to $595 for boots.

The brand is primarily sold in premier department stores, online, national chains and specialty retailers at suggested price points from $330 for shoes to $595 for tall 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.

Beginning in mid-2024, Bzees will be sold under the LifeStride brand as Bzees for LifeStride.

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.

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

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

In 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, online retailers, including zodiacshoes.com, and our Famous Footwear retail stores at suggested retail price points ranging from $49 for sandals to $149 for boots.

Within our Brand Portfolio segment, our brands are distributed on a wholesale basis to approximately 4,600 retailers, including online retailers, national chains, department stores, mass merchandisers and independent retailers throughout the United States and Canada, as well as approximately 70 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;

Within our Brand Portfolio segment, our brands are designed, sourced and distributed on a wholesale basis to approximately 3,600 retailers, including online retailers, national chains, department stores, independent retailers and mass merchandisers throughout the United States and Canada, as well as approximately 65 other countries (including sales to our retail operations).

Our most significant 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 Nordstrom Rack, DSW, TJX Corporation (including TJ Maxx and Marshalls), Kohl’s and Ross Stores;

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mass merchandisers such as Walmart;

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

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

Many of these wholesale customers also sell our products through their own websites.

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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 37 million pairs of shoes on a wholesale basis, either landed or first-cost, during 2022.

Products sold under license agreements accounted for approximately 12% of the sales of the Brand Portfolio segment in 2022, 13% of the segment’s sales in 2021 and 15% of the segment’s sales in 2020.

Our Brand Portfolio segment sold approximately 35.2 million pairs of shoes on a wholesale basis during 2023.

Products sold under license agreements accounted for approximately 13% of the sales of the Brand Portfolio segment in both 2023 and 2021 and 12% of the segment’s sales in 2022.

Caleres also receives license revenue from third parties related to certain owned brands, for use in connection with other brand-enhancing non-footwear product categories.

The strategic initiatives we have implemented in recent years continue to drive profitable growth.

Our Edit to Win initiative drives more volume through fewer SKUs.

In addition, our speed program allows us to reduce both inventory risks and markdowns by aligning inventory with consumer demand to drive sales productivity.

Approximately 20% of our inventory receipts were sourced through speed programs during 2023 and we anticipate continued growth for 2024.

Direct-to-Consumer

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.

Our Brand Portfolio segment includes the operation of several e-commerce websites, including naturalizer.com, naturalizer.ca, naturalizer.co.uk, vionicshoes.com, samedelman.com, samedelman.ca, samedelman.co.uk,

allenedmonds.com, allenedmonds.ca, 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.

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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:

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

Allen Edmonds

At the end of 2023, we operated 57 Allen Edmonds stores in the United States, each averaging approximately 1,530 square feet.

We expect to open approximately two new stores and close approximately one Allen Edmonds store in 2023, as we continue to align our real estate and e-commerce strategies.

We operated six Sam Edelman stores in the United States, each averaging approximately 2,200 square feet, and 28 stores in China at the end of 2022.

We expect to open approximately six new Allen Edmonds stores and close approximately four stores in 2024, as we continue to align our real estate and e-commerce strategies.

At the end of 2023, we operated four Sam Edelman stores in the United States, each averaging approximately 2,300 square feet, and 35 stores in East Asia.

We anticipate expanding our Sam Edelman presence in East and Southeast Asia in 2024 with the opening of approximately 25 new stores.

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

We anticipate expanding our Sam Edelman presence in China in 2023 with the opening of approximately nine new 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 2022, we spent approximately $62.3 million in advertising and marketing support for our Brand Portfolio segment, including digital marketing and social media, consumer media advertising, print, production, product placement, in-store displays and trade shows.

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.

We anticipate expanding our Naturalizer presence in East Asia in 2024 with the opening of approximately 10 new stores.

In addition to our owned Brand Portfolio retail stores, there are 100 branded stores that are owned by third parties and are operated internationally through distributor, licensed or franchise agreements.

Over the last few years, we’ve been building a “One Caleres” marketing ecosystem.

We believe that robust consumer data is the source of our competitive advantage and have invested in our marketing strategy with digital marketing, loyalty, data and analytics, consumer insight and brand marketing.

We believe that our investment in these areas, particularly digital marketing and loyalty, have resulted in significant growth in our direct-to-consumer business.

In addition, 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.

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.

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.

In 2023, we spent approximately $74.3 million in advertising and marketing support for our Brand Portfolio segment, including digital marketing and social media, consumer media advertising, in-store displays, product placement, production, trade shows and print.

Product Development Operations

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Putian, China;

San Rafael, California;

Novato, California;

New York, New York;

Port Washington, Wisconsin and Culver City, California, as well as other select fashion locations, including Florence, Italy.

and Port Washington, Wisconsin, as well as other select fashion locations, including Florence, Italy.

These teams, which include independent designers, are responsible for the creation and development of new product styles.

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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, particularly those in Vietnam, and continuing to drive excellence in product value and execution in a rapidly changing manufacturing landscape.

Sourcing and Manufacturing Operations

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The following table provides an overview of our sourcing by country in 2023:

While we source the majority of our footwear from independent footwear manufacturers, we also maintain and operate manufacturing facilities in Port Washington, Wisconsin and Santiago, Dominican Republic.

While we source the majority of our footwear from independent footwear manufacturers, we also operate manufacturing facilities in Port Washington, Wisconsin and Santiago, Dominican Republic.

These facilities manufacture footwear and certain accessories for our Allen Edmonds brand.

We believe operating our own manufacturing facilities in North America provides us with greater control over the quality and craftsmanship that are essential to the iconic Allen Edmonds brand.

In addition, our Port Washington facility serves our recrafting operations, which furthers our commitment to sustainability.

In addition, our Port Washington facility serves our recrafting operations, which supports our commitment to sustainability.

Our recrafting operations allow the Allen Edmonds consumer to extend the life of their footwear, restoring their shoes to nearly their original state.

Most styles can be recrafted twice, and some can be recrafted three times.

At January 28, 2023, our Brand Portfolio segment had a backlog of unfilled wholesale orders of approximately $284.6 million, compared to $452.4 million as of January 29, 2022.

At February 3, 2024, our Brand Portfolio segment had a backlog of unfilled wholesale orders of approximately $234.5 million, compared to $284.6 million as of January 28, 2023.

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

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

The decrease in our backlog order levels reflects the return of the global supply chain back to pre-pandemic efficiency, as well as more conservative buying by our wholesale customers as they more tightly manage their inventory levels.

In addition, due to supply chain constraints during 2021, retailer inventory was lower and backlog levels were higher at January 29, 2022.

The decrease in our backlog order levels reflects more conservative buying by our wholesale customers as they more tightly manage their inventory levels , as well as the dynamic nature of inventory buying, which includes periodic replenishment orders and shipping directly to the end consumer purchasing from our wholesale customers’ websites.

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

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Human Capital Management

As of January 28, 2023, we had approximately 9,300 employees, including 5,300 full-time and 4,000 part-time.

As of February 3, 2024, we had approximately 9,200 employees, including 5,100 full-time and 4,100 part-time.

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

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Since our founding in 1878, we have been all about the right fit.

But it starts in the heart – right within our Company’s culture.

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

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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.

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.

Our Diversity, Equity and Inclusion Council is focused on elevating awareness of diversity, equity and inclusion through its educational communications and events, as well as 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 28, 2023, we had 11 directors, of which 55% are female and 18% are racially and ethnically diverse.

As of February 3, 2024, we had 11 directors, of which 55% are female and 18% are racially or ethnically diverse.

Environmental, Social and Governance (“ESG”) Initiatives

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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 our products and packaging, and we will ensure all of our strategic factories around the world comply with leading global work standards.

In April 2022, we published our second ESG report, which was once again nationally recognized on Newsweek’s Most Responsible Companies list and ranked 11 th in the consumer goods category.

The report detailed our ESG strategy and provided our goals for sustainable products and practices and highlighted our progress toward our identified target goals, which we seek to achieve by 2025.

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

Our ESG reports, which have been nationally recognized on Newsweek’s Most Responsible Companies list, detail our ESG strategy and provide our goals for sustainable products and practices and highlighted our progress toward our identified target goals, which we seek to achieve by 2025.

Our ESG reports 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 2023.

We expect to publish another ESG report in the spring of 2024.

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

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Senior Vice President, Chief Information Officer

Senior Vice President, Strategic Projects

Chief Marketing Officer

Senior Vice President, Chief Logistics Officer

Senior Vice President, Chief Human Resources Officer

The period of service of each officer in the positions listed and other business experience are set forth below.

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Division President – Contemporary Fashion Brands from January 2011 to September 2015.

Senior Vice President, Better and Image Brands from January 2010 to January 2011.

Senior Vice President, Better and Image Brands

from January 2010 to January 2011.

Senior Vice President and General Manager, Better and Image Brands from March 2008 until January 2010.

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Vice President, Merchandising and Sales Operations from October 2011 to May 2015.

Friedman , Division President – Global Supply Chain since January 2010.

Friedman , Chief Sourcing Officer since April 2018.

Division President – Global Supply Chain from January 2010 to April 2018.

Senior Vice President, Product Development and Sourcing from July 2006 to January 2010.

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Director, Retail Information Technology from July 2008 to July 2011.

Koch , Senior Vice President, Strategic Projects since September 2019.

Koch , Senior Vice President, Chief Human Resources Officer since April 2023.

Senior Vice President, Strategic Projects from September 2019 to April 2023.

Senior Vice President and Chief Human Resources Officer from January 2016 to September 2019.

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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.

Senior Vice President, Chief Information Officer and Logistics from February 2013 to September 2018.

Senior Vice President and Chief Information Officer from January 2012 through February 2013.

Senior Director of Management Information Systems for Express Scripts from 2010 through 2011.

Various management information systems positions including Group Director with Anheuser-Busch InBev from 1996 to 2009.

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